===============================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-Q/A
                               AMENDMENT NO. 1

        [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000

                                      OR

        [_]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER: 1-14569

                      PLAINS ALL AMERICAN PIPELINE, L.P.

            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                  DELAWARE                              76-0582150
        (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION)               IDENTIFICATION NO.)

                               500 DALLAS STREET
                             HOUSTON, TEXAS 77002
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                  (ZIP CODE)

                                (713) 654-1414
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes [X]  No [_]

At May 10, 2000, there were outstanding 23,049,239 Common Units, 1,307,190 Class
B Common Units and 10,029,619 Subordinated Units.

===============================================================================

             PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                               TABLE OF CONTENTS

                                                                 PAGE
                                                                 ----
                                                               
PART I.  FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS:

Consolidated Balance Sheets:
     March 31, 2000 and December 31, 1999........................   3
Consolidated Statements of Operations:
     For the three months ended March 31, 2000 and 1999..........   4
Consolidated Statements of Cash Flows:
     For the three months ended March 31, 2000 and 1999..........   5
Consolidated Statement of Partners' Capital:
     For the three months ended March 31, 2000...................   6
Notes to Consolidated Financial Statements.......................   7

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
     CONDITION AND RESULTS OF OPERATIONS.........................  11

PART II. OTHER INFORMATION.......................................  19

                                       2

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                       (in thousands, except unit data)

                                                 March 31,        December 31,
                                                   2000               1999
                                                 ---------        ------------
                                                (unaudited)
                                                            
                     ASSETS
CURRENT ASSETS
Cash and cash equivalents                       $    7,193        $   53,768
Accounts receivable and other                      502,895           508,920
Inventory                                           52,848            34,826
Assets held for sale (Note 3)                            -           141,486
                                                ----------        ----------
Total current assets                               562,936           739,000
                                                ----------        ----------
PROPERTY AND EQUIPMENT                             455,572           454,878
Less allowance for depreciation and
 amortization                                      (14,774)          (11,581)
                                                ----------        ----------
                                                   440,798           443,297
                                                ----------        ----------
OTHER ASSETS
Pipeline linefill                                   17,633            17,633
Other                                               15,346            23,107
                                                ----------        ----------
                                                $1,036,713        $1,223,037
                                                ==========        ==========

              LIABILITIES AND PARTNERS' CAPITAL

CURRENT LIABILITIES
Accounts payable and other current liabilities  $  480,559       $   485,400
Due to affiliates                                   28,463            42,692
Short-term debt and current portion of
 long-term debt                                          -           109,369
                                                ----------        ----------
Total current liabilities                          509,022           637,461

LONG-TERM LIABILITIES
Bank debt                                          159,100           259,450
Subordinated note payable - general partner        114,000           114,000
Other long-term liabilities and deferred
 credits                                            12,516            19,153
                                                ----------        ----------
Total liabilities                                  794,638         1,030,064
                                                ----------        ----------
PARTNERS' CAPITAL
Common unitholders (23,049,239 units
 outstanding)                                      237,503           208,359
Class B common unitholders (1,307,190 units
 outstanding)                                       22,201            20,548
Subordinated unitholders (10,029,619 units
 outstanding)                                      (18,426)          (35,621)
General partner                                        797              (313)
                                                ----------        ----------
Total partners' capital                            242,075           192,973
                                                ----------        ----------
                                                $1,036,713        $1,223,037
                                                ==========        ==========

                See notes to consolidated financial statements.

                                       3

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                     (in thousands, except per unit data)
                                  (unaudited)

                                                       Three Months Ended
                                                            March 31,
                                                  ---------------------------
                                                      2000             1999
                                                  -----------     -----------
                                                                  (restated)

REVENUES (restated)                               $   999,319      $  471,209

COST OF SALES AND OPERATIONS (restated)               962,767         451,550
UNAUTHORIZED TRADING LOSSES
  AND RELATED EXPENSES (Note 2)                             -          21,205
                                                  -----------      ----------
Gross Margin                                           36,552          (1,546)
                                                  -----------      ----------
EXPENSES

General and administrative                              8,626           2,178
Depreciation and amortization                          10,138           2,831
Restructuring expense                                       -             410
                                                  -----------      ----------
Total expenses                                         18,764           5,419
                                                  -----------      ----------
Operating income (loss)                                17,788          (6,965)

Interest expense                                       (6,856)         (3,193)
Related party interest expense                         (2,302)              -
Gain on sale of assets (Note 3)                        48,188               -
Interest and other income                               7,482              97
                                                  -----------      ----------
Net income (loss) before extraordinary item            64,300         (10,061)
Extraordinary item                                     (4,145)              -
                                                  -----------      ----------
NET INCOME (LOSS)                                 $    60,155      $  (10,061)
                                                  ===========      ==========
NET INCOME (LOSS) - LIMITED PARTNERS              $    58,952      $   (9,860)
                                                  ===========      ==========
NET INCOME (LOSS) - GENERAL PARTNER               $     1,203      $     (201)
                                                  ===========      ==========
BASIC AND DILUTED NET INCOME (LOSS)
  PER LIMITED PARTNER UNIT
    Net income (loss) before extraordinary item   $      1.83      $    (0.33)
    Extraordinary item                                  (0.12)              -
                                                  -----------      ----------
    Net income (loss)                             $      1.71      $    (0.33)
                                                  ===========      ==========
WEIGHTED AVERAGE UNITS
  OUTSTANDING                                          34,386          30,089
                                                  ===========      ==========

                See notes to consolidated financial statements.

                                       4

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)
                                  (unaudited)

                                                                     Three Months Ended
                                                                          March 31,
                                                                  -------------------------
                                                                     2000           1999
                                                                  ---------       ---------
                                                                              (restated)
                                                                            
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)                                                 $  60,155       $ (10,061)
Items not affecting cash flows
  from operating activities:
    Depreciation and amortization                                    10,138           2,831
    Gain on the sale of assets (Note 3)                             (48,188)              -
    Noncash compensation expense                                        131               -
    Other noncash items                                              (3,092)            110
Change in assets and liabilities:
  Accounts receivable and other                                     (19,800)        (36,396)
  Inventory                                                         (18,163)         13,316
  Accounts payable and other current liabilities                     (9,526)         36,966
  Pipeline linefill                                                       -          (2,490)
                                                                  ---------       ---------
Net cash provided by (used in) operating activities                 (28,345)          4,276
                                                                  ---------       ---------
CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment                                  (2,198)         (2,791)
Proceeds from sales of assets (Note 3)                              219,100               -
Additions to other assets                                                 -            (647)
                                                                  ---------       ---------
Net cash provided by (used in) investing activities                 216,902          (3,438)
                                                                  ---------       ---------
CASH FLOWS FROM FINANCING ACTIVITIES

Advances from affiliates                                            (14,229)            (82)
Proceeds from long-term debt                                         12,000          14,100
Proceeds from short-term debt                                        20,000           4,250
Principal payments of long-term debt                               (136,500)         (8,100)
Principal payments of short-term debt                              (105,219)         (9,900)
Distributions to unitholders                                        (11,184)         (5,926)
                                                                  ---------       ---------
Net cash used in financing activities                              (235,132)         (5,658)
                                                                  ---------       ---------
Net decrease in cash and cash equivalents                           (46,575)         (4,820)
Cash and cash equivalents, beginning of period                       53,768           5,503
                                                                  ---------       ---------
Cash and cash equivalents, end of period                          $   7,193       $     683
                                                                  =========       =========

                See notes to consolidated financial statements.

                                       5

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                                (in thousands)
                                  (unaudited)

                                                                                                                 Total
                                                               Class B                             General      Partners'
                                       Common Units          Common Units    Subordinated Units    Partner      Capital
                                    -----------------      ---------------   ------------------    -------     ---------
                                    Units     Amount       Units   Amount    Units      Amount     Amount       Amount
                                    ------   --------      -----  --------   ------    --------    -------     ---------
                                                                                       
Balance at December 31, 1999        23,049   $208,359      1,307  $ 20,548   10,030    $(35,621)   $  (313)    $ 192,973

Noncash compensation expense             -          -          -         -        -           -        131           131

Distributions                            -    (10,372)         -      (588)       -           -       (224)      (11,184)

Net income                               -     38,516          -     2,241        -      17,195      1,203        60,155
                                    ------   --------      -----  --------   ------    --------    -------     ---------
Balance at March 31, 2000           23,049   $237,503      1,307  $ 22,201   10,030    $(18,426)   $   797     $ 242,075
                                    ======   ========      =====  ========   ======    ========    =======     =========

                See notes to consolidated financial statements.

                                       6

             PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)

NOTE 1 -- ORGANIZATION AND ACCOUNTING POLICIES

  We are a Delaware limited partnership that was formed in September of 1998
to acquire and operate the midstream crude oil business and assets of Plains
Resources Inc. and its wholly owned subsidiaries. On November 23, 1998, we
completed our initial public offering and the transactions whereby we became the
successor to the business of the midstream subsidiaries of Plains Resources. Our
operations are conducted through Plains Marketing, L.P., All American Pipeline,
L.P. and Scurlock Permian Pipe Line LLC. Our general partner, Plains All
American Inc., is a wholly owned subsidiary of Plains Resources. We are engaged
in interstate and intrastate marketing, transportation and terminalling of crude
oil. Terminals are facilities where crude oil is transferred to or from storage
or a transportation system, such as a pipeline, to another transportation
system, such as truck or another pipeline. The operation of these facilities is
called "terminalling." Our operations are conducted primarily in California,
Texas, Oklahoma, Louisiana and the Gulf of Mexico.

  The accompanying financial statements and related notes present our
consolidated financial position as of March 31, 2000 and December 31, 1999; the
results of our operations and cash flows for the three months ended March 31,
2000 and 1999; and changes in partners' capital for the three months ended March
31, 2000. The financial statements have been prepared in accordance with the
instructions to interim reporting as prescribed by the Securities and Exchange
Commission ("SEC"). All adjustments, consisting only of normal recurring
adjustments, which in the opinion of management were necessary for a fair
statement of the results for the interim periods have been reflected. All
significant intercompany transactions have been eliminated. We have restated
1999 Revenues and Costs of Sales and Operations to appropriately reflect certain
transactions with Plains Resources. Certain reclassifications have been made to
prior period amounts to conform with current period presentation. The results of
operations for the three months ended March 31, 2000 should not be taken as
indicative of the results to be expected for the full year. The interim
financial statements should be read in conjunction with our consolidated
financial statements and notes thereto presented in our 1999 Annual Report on
Form 10-K/A.

 Accounting Pronouncements

  In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and if so, the type of hedge
transaction. For fair value hedge transactions in which we are hedging changes
in the fair value of an asset, liability, or firm commitment, changes in the
fair value of the derivative instrument will generally be offset in the income
statement by changes in the fair value of the hedged item. For cash flow hedge
transactions, in which we are hedging the variability of cash flows related to a
variable-rate asset, liability, or a forecasted transaction, changes in the fair
value of the derivative instrument will be reported in other comprehensive
income. The gains and losses on the derivative instrument that are reported in
other comprehensive income will be reclassified as earnings in the periods in
which earnings are affected by the variability of the cash flows of the hedged
item. This statement was amended by Statement of Financial Accounting Standards
No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133 ("SFAS 137") issued in June
1999. SFAS 137 defers the effective date of SFAS 133 to fiscal years beginning
after June 15, 2000. We are required to adopt this statement beginning in 2001.
We have not yet determined the impact of adopting SFAS 133; however, this
standard could increase volatility in earnings and partners' capital through
comprehensive income.

NOTE 2 -- UNAUTHORIZED TRADING LOSSES AND RESTATED FINANCIAL STATEMENTS

  In November 1999, we discovered that a former employee had engaged in
unauthorized trading activity, resulting in losses of approximately $162.0
million ($174.0 million, including estimated associated costs and legal
expenses). A full investigation into the unauthorized trading activities by
outside legal counsel and independent accountants and consultants determined
that the vast majority of the losses occurred from March through November 1999,
and that the impact warranted a restatement of previously reported financial
information for 1999 and 1998. Consequently, the consolidated financial
statements for 1999 appearing in this report were previously restated to reflect
the unauthorized trading losses.

                                       7

NOTE 3 -- ASSET DISPOSITIONS

  We initiated the sale of approximately 5.2 million barrels of crude oil
linefill from the All American Pipeline in November 1999. This sale was
completed in March 2000. The linefill was located in the segment of the All
American Pipeline that extends from Emidio, California, to McCamey, Texas.
Except for minor third party volumes, Plains Marketing, L.P., one of our
subsidiaries, has been the sole shipper on this segment of the pipeline since
its predecessor acquired the line from Goodyear on July 30, 1998. Proceeds from
the sale of the linefill were approximately $100.0 million, net of associated
costs, and were used (1) to repay outstanding indebtedness under our $65.0
million senior secured term credit facility entered into in December 1999 to
fund short-term working capital requirements resulting from the unauthorized
trading losses and (2) for general working capital purposes. We recognized a
total gain of $44.6 million in connection with the sale of the linefill, of
which $16.5 million was recorded in the fourth quarter of 1999. The amount of
crude oil linefill for sale at December 31, 1999 was $37.9 million and is
included in assets held for sale on the consolidated balance sheet.

  On March 24, 2000, we completed the sale of the above referenced segment of
the All American Pipeline to a unit of El Paso Energy Corporation for proceeds
of approximately $124.0 million, which are net of associated transaction costs
and estimated costs to remove certain equipment. We recognized a gain of $20.1
million in connection with the sale in the first quarter of 2000. Proceeds from
the sale were used to permanently reduce the All American Pipeline, L.P. term
loan facility. As a result, $6.8 million of an unamortized gain realized upon
the termination of interest rate swaps was recognized in the first quarter of
2000 and is included in interest and other income. The cost of the pipeline
segment is included in assets held for sale on the consolidated balance sheet at
December 31, 1999.

NOTE 4 -- ACQUISITIONS

 Scurlock Acquisition

  On May 12, 1999, we completed the acquisition of Scurlock Permian LLC and
certain other pipeline assets from Marathon Ashland Petroleum LLC. Including
working capital adjustments and closing and financing costs, the cash purchase
price was approximately $141.7 million.

 West Texas Gathering System Acquisition

  On July 15, 1999, Plains Scurlock Permian, L.P. completed the acquisition
of a West Texas crude oil pipeline and gathering system from Chevron Pipe Line
Company for approximately $36.0 million, including transaction costs. Our total
acquisition cost was approximately $38.9 million including costs to address
certain issues identified in the due diligence process.

 Pro Forma Results for the Scurlock and West Texas Gathering System Acquisitions

  The following unaudited pro forma data is presented to show pro forma
revenues, net loss and basic and diluted net loss per limited partner unit as if
the Scurlock and West Texas Gathering System acquisitions had occurred on
January 1, 1999 (in thousands):

                                                 Three Months
                                                    Ended
                                                March 31, 1999
                                                --------------
                    Revenues (restated)            $ 748,073
                                                   =========
                    Net loss                       $  (1,029)
                                                   =========
                    Basic and diluted net loss
                      per limited partner unit     $   (0.03)
                                                   =========

NOTE 5 -- DISTRIBUTIONS

  On February 14, 2000, we paid a cash distribution of $0.45 per unit on our
outstanding common units and Class B units. The distribution was paid to
unitholders of record on February 7, 2000 for the period October 1, 1999 through
December 31, 1999. The total distribution paid was approximately $11.2 million,
with approximately $7.2 million paid to our public unitholders and the remainder
paid to our general partner for its limited and general partner interests. The
distribution is equal to the minimum quarterly distribution specified in the
Partnership Agreement. No distribution was declared on the subordinated units
owned by our general partner.

  On April 25, 2000, we declared a cash distribution of $0.45 per unit on our
outstanding common units, Class B units and subordinated units. The distribution
is payable on May 15, 2000, to unitholders of record on May 5, 2000 for the
period January 1, 2000 through March 31, 2000. The total distribution to be paid
is approximately $15.8 million, with approximately $7.3 million to be paid to
our public unitholders and the remainder to be paid to our general partner for
its limited and general partner interests.

                                       8

NOTE 6 -- EXTRAORDINARY ITEM

  During the quarter ended March 31, 2000, we recognized an extraordinary loss
of $4.1 million related to the early extinguishment of debt. The loss is related
to the permanent reduction of the All American Pipeline, L.P. term loan facility
with proceeds from the sale of the segment of the All American Pipeline (see
Note 3) .

NOTE 7 -- OPERATING SEGMENTS

  Our operations consist of two operating segments: (1) Pipeline Operations -
engages in interstate and intrastate crude oil pipeline transportation and
certain related merchant activities; (2) Marketing, Gathering, Terminalling and
Storage Operations - engages in purchases and resales of crude oil at various
points along the distribution chain and the leasing of certain terminalling and
storage.

                                                                              Marketing,
                                                                              Gathering,
                                                                             Terminalling
 (in thousands) (unaudited)                            Pipeline               & Storage               Total
- ------------------------------------------------------------------------------------------------------------
                                                                                         
Three Months Ended March 31, 2000
Revenues:
  External Customers                                  $ 180,058               $ 819,261           $  999,319
  Intersegment (a)                                       54,415                       -               54,415
  Other                                                   6,973                     509                7,482
                                                      ---------               ---------           ----------
    Total revenues of reportable segments             $ 241,446               $ 819,770           $1,061,216
                                                      =========               =========           ==========

Segment gross margin (b)                              $  13,155               $  23,397           $   36,552
Segment gross profit (c)                                 12,198                  15,728               27,926
Net income before extraordinary item                     62,387                   1,913               64,300
Total assets                                            764,328                 272,385            1,036,713

- ------------------------------------------------------------------------------------------------------------
Three Months Ended March 31, 1999 (restated)
Revenues:
  External Customers (restated)                       $ 154,487               $ 316,722           $  471,209
  Intersegment (a)                                       15,305                      55               15,360
  Other                                                      66                      31                   97
                                                      ---------               ---------           ----------
    Total revenues of reportable segments             $ 169,858               $ 316,808           $  486,666
                                                      =========               =========           ==========

Segment gross margin (b)                              $  12,019               $ (13,565)          $   (1,546)
Segment gross profit (c)                                 11,224                 (14,948)              (3,724)
Net income (loss)                                         5,474                 (15,535)             (10,061)
- ------------------------------------------------------------------------------------------------------------

a) Intersegment sales were conducted on an arm's length basis.
b) Gross margin is calculated as revenues less cost of sales and operations
   expenses.
c) Gross profit is calculated as revenues less costs of sales and operations
   expenses and general and administrative expenses.

NOTE 8 -- SUBSEQUENT EVENTS

 Credit Facilities

  On May 8, 2000, we entered into new bank credit agreements. The borrower
under the new facilities is Plains Marketing, L.P. We are a guarantor of the
obligations under the credit facilities. The obligations are also guaranteed by
the subsidiaries of Plains Marketing, L.P. We entered into the credit agreements
in order to:

  .  refinance the existing bank debt of Plains Marketing, L.P. and Plains
     Scurlock Permian, L.P. in conjunction with the merger of these
     subsidiaries;
  .  refinance existing bank debt of All American Pipeline, L.P.;
  .  repay up to $114.0 million plus accrued interest or subordinated debt
     to our general partner, and
  .  provide additional flexibility for working capital, capital
     expenditures, and for other general corporate purposes.

                                       9

  Our new bank credit agreements consist of:

  .    a $400.0 million senior secured revolving credit facility. At closing,
       we had $256.0 million outstanding under the revolving credit facility.
       The revolving credit facility is secured by substantially all of our
       assets and matures in April 2004. No principal is scheduled for
       payment prior to maturity. The revolving credit facility bears
       interest at our option at either the base rate, as defined, plus an
       applicable margin, or LIBOR plus an applicable margin. We incur a
       commitment fee on the unused portion of the revolving credit facility.

  .    a $300.0 million senior secured letter of credit and borrowing
       facility, the purpose of which is to provide standby letters of credit
       to support the purchase and exchange of crude oil for resale and
       borrowings to finance crude oil inventory which has been hedged
       against future price risk. The letter of credit facility has a
       sublimit for cash borrowings of $100.0 million to purchase crude oil
       which has been hedged against future price risk and is secured by
       substantially all of our assets. The letter of credit facility expires
       in April 2003. Aggregate availability under the letter of credit
       facility for direct borrowings and letters of credit is limited to a
       borrowing base which is determined monthly based on certain of our
       current assets and current liabilities, primarily accounts receivable
       and accounts payable related to the purchase and sale of crude oil. At
       closing, there were letters of credit of approximately $173.8 million
       and borrowings of approximately $20.3 million outstanding under this
       facility.

  Our bank credit agreements prohibit distributions on, or purchases or
redemptions of, units if any default or event of default is continuing.  In
addition, the agreements contain various covenants limiting our ability to,
among other things:

  .  incur indebtedness;
  .  grant liens;
  .  sell assets;

  .  make investments;

  .  engage in transactions with affiliates;
  .  enter into prohibited contracts; and
  .  enter into a merger or consolidation.

  Our bank credit agreements treat a change of control as an event of default
and also requires us to maintain;

  .  a current ratio (as defined) of 1.0 to 1.0;
  .  a debt coverage ratio which is not greater that 4.0 to 1.0 for the
     period from March 31, 2000 to March 31, 2002 and subsequently 3.75 to
     1.0;
  .  an interest coverage ratio which is not less than 2.75 to 1.0; and
  .  a debt to capital ratio of not greater than 0.65 to 1.0.

  A default under our bank credit agreements would permit the lenders to
accelerate the maturity of the outstanding debt and to foreclose on the assets
securing the credit facilities.  As long as we are in compliance with our bank
credit agreements, they do not restrict our ability to make distributions of
"available cash" as defined in our partnership agreement.  We are currently in
compliance with the covenants contained in our credit agreements.  Under the
most restrictive of these covenants, at May 8, 2000, we could have borrowed the
full $400.0 million available under our secured credit facility.

  At March 31, 2000, there were letters of credit of approximately $192.8
million and borrowings of $159.1 million outstanding under the credit
facilities which were refinanced. Due to the refinancing, we reclassified the
current portion of our existing bank debt of $24.2 million at March 31, 2000, to
long-term.

                                      10

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

  We were formed in September of 1998 to acquire and operate the midstream
crude oil business and assets of Plains Resources Inc. and its wholly owned
subsidiaries. On November 23, 1998, we completed our initial public offering and
the transactions whereby we became the successor to the business of the
midstream subsidiaries of Plains Resources. Our operations are conducted through
Plains Marketing, L.P., All American Pipeline, L.P. and Scurlock Pipe Line LLC.
Plains All American Inc., a wholly owned subsidiary of Plains Resources, is our
general partner. We are engaged in interstate and intrastate crude oil
transportation, gathering and marketing as well as crude oil terminalling and
storage activities. We are engaged in interstate and intrastate marketing,
transportation and terminalling of crude oil. Terminals are facilities where
crude oil is transferred to or from storage or a transportation system, such as
a pipeline, to another transportation system, such as truck or another pipeline.
The operation of these facilities is called "terminalling."

  Pipeline Operations. Our activities from pipeline operations generally
consist of transporting third-party volumes of crude oil for a tariff and
merchant activities designed to capture price differentials between the cost to
purchase and transport crude oil to a sales point and the price received for
such crude oil at the sales point. Tariffs on our pipeline systems vary by
receipt point and delivery point. The gross margin generated by our tariff
activities depends on the volumes transported on the pipeline and the level of
the tariff charged, as well as the fixed and variable costs of operating the
pipeline. Our ability to generate a profit on margin activities is not tied to
the absolute level of crude oil prices but is generated by the difference
between an index-related price paid and other costs incurred in the purchase of
crude oil and an index-related price at which we sell crude oil. We are well
positioned to take advantage of these price differentials due to our ability to
move purchased volumes on our pipeline systems. We combine reporting of gross
margin for tariff activities and margin activities due to the sharing of fixed
costs between the two activities.

  Terminalling and Storage Activities and Gathering and Marketing Activities.
Gross margin from terminalling and storage activities is dependent on the
throughput volume of crude oil stored and the level of fees generated at our
terminalling and storage facilities. Gross margin from our gathering and
marketing activities is dependent on our ability to sell crude oil at a price in
excess of our aggregate cost. These operations are not directly affected by the
absolute level of crude oil prices, but are affected by overall levels of supply
and demand for crude oil and fluctuations in market related indices.

UNAUTHORIZED TRADING LOSSES

  In November 1999, we discovered that a former employee had engaged in
unauthorized trading activity, resulting in losses of approximately $162.0
million ($174.0 million, including estimated associated costs and legal
expenses). Approximately $154.9 million of the unauthorized trading loss was
recognized in 1999, with approximately $21.2 million of this amount recognized
in the first quarter of 1999. As a result, we have previously restated our 1999
financial information.

                                      11

RESULTS OF OPERATIONS

  For the three months ended March 31, 2000, we reported net income of $60.2
million on total revenue of $1.0 billion compared to a net loss for the same
period in 1999 of $10.1 million on total revenues of $455.8 million. The results
for the three months ended March 31, 2000 and 1999 include the following unusual
or nonrecurring items:

  2000

  .  a $28.1 million gain on the sale of crude oil linefill that was sold in
     2000;
  .  a $20.1 million gain on the sale of the segment of the All American
     Pipeline that extends from Emidio, California, to McCamey, Texas;
  .  $6.8 million of previously deferred gains on interest rate swap
     terminations recognized due to the early extinguishment of debt;
  .  an extraordinary loss of $4.1 million related to the early
     extinguishment of debt, and
  .  amortization of $4.6 million of debt issue costs associated with
     facilities put in place during the fourth quarter of 1999.

  1999
  .  $21.2 million of unauthorized trading losses and
  .  restructuring expenses of $0.4 million.

  Excluding these nonrecurring items, we would have reported net income of
$13.9 million and $11.5 million for the three months ended March 31, 2000 and
1999, respectively.

  The following table sets forth our operating results for the periods
indicated and includes the impact of nonrecurring items discussed above (in
thousands) (unaudited):

                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                        ----------------------
                                                          2000         1999
                                                        --------    ----------
                                                                    (RESTATED)
          OPERATING RESULTS:
            Revenues (restated)                         $999,319     $471,209
                                                        ========     ========
            Gross margin:
              Pipeline                                  $ 13,155     $ 12,019
              Gathering and marketing
                and terminalling and storage              23,397        7,640
              Unauthorized trading losses                      -      (21,205)
                                                        --------     --------
              Total                                       36,552       (1,546)

            General and administrative expense            (8,626)      (2,178)
                                                        --------     --------
            Gross profit                                $ 27,926     $ (3,724)
                                                        ========     ========
            Net income (loss)                           $ 60,155     $(10,061)
                                                        ========     ========
          AVERAGE DAILY VOLUMES (BARRELS):
            Pipeline Activities:
              All American
              Tariff activities                               71          126
              Margin activities                               44           47
              Other                                          115            -
                                                        --------     --------
              Total                                          230          173
                                                        ========     ========
            Lease gathering                                  257          121
            Bulk purchases                                    29           94
                                                        --------     --------
              Total                                          286          215
                                                        ========     ========
            Terminal throughput                               50           75
                                                        ========     ========

          Storage leased to third parties,
            monthly average volumes                          820        1,710
                                                        ========     ========

  Revenues. Revenues increased to $999.3 million from $471.2 million in the
first quarter of 1999. The increase is primarily due to an increase in tariff
and lease gathering volumes resulting from the Scurlock and West Texas Gathering
System acquisitions in mid 1999 and higher crude oil prices.

  Cost of Sales and Operations. Cost of sales and operations increased to
$962.8 million from $451.6 million in the first quarter of 1999 primarily due to
the reasons discussed above for revenues.

  General and Administrative. General and administrative expenses were $8.6
million for the quarter ended March 31, 2000, compared to $2.2 million for the
first quarter in 1999. The increase in 2000 is primarily due to the Scurlock
acquisition in May 1999 ($4.0 million) and consulting fees related to the
unauthorized trading loss investigation and assistance in review and
implementation of enhanced controls.

  Depreciation and Amortization. Depreciation and amortization expense was
$10.1 million for the quarter ended March 31, 2000, compared to $2.8 million for
the first quarter of 1999. The increase is primarily due to the Scurlock
acquisition and the West Texas gathering system acquisition during the second
and third quarters of 1999. In addition, during the quarter, we amortized $4.6
million associated with facilities put in place during the fourth quarter of
1999 due to the unauthorized trading losses. Such amounts will not be carried
forward into future quarters. These increases were partially offset by decreased
depreciation related to the segment of the All American Pipeline that was sold.

  Interest expense. Interest expense was $9.2 million for the quarter ended
March 31, 2000, compared to $3.2 million for 1999. The increase is primarily due
to interest associated with the debt incurred for the Scurlock and West Texas
gathering system acquisitions and to an increase in debt levels and interest
rates as a result of the unauthorized trading losses. Based on current interest
rate and debt levels, we estimate second quarter interest expense will be
approximately $3.0 million lower than the first quarter.

 Nonrecurring Items

  Gain on sale of linefill. We initiated the sale of 5.2 million barrels of
crude oil linefill from the All American Pipeline in November 1999. The sale was
completed in March 2000. We recognized a gain of $28.1 million in connection
with the sale of the linefill in the first quarter of 2000.

  Gain on sale of pipeline segment. On March 24, 2000, we completed the sale
of the segment of the All American Pipeline that extends from Emidio, California
to McCamey, Texas to a unit of El Paso Energy Corporation for proceeds of
approximately $124.0 million, which are net of associated transaction costs and
estimated costs to remove certain equipment. We recognized a total gain of $20.1
million in connection with the sale in the first quarter of 2000.

  Deferred swap gain recognition. On March 24, 2000, the All American
Pipeline, L.P. term loan facility was permanently reduced with the proceeds from
the sale of the segment of the All American Pipeline. As a result, a
proportionate amount of unamortized interest rate swap gain of approximately
$6.8 million was recognized in the first quarter of 2000 and is included in
interest and other income.

  Extraordinary item. The extraordinary item of $4.1 million relates to the
write off of debt issue costs associated with the permanent reduction of the All
American Pipeline, L.P. term loan facility.

  Unauthorized trading losses. As previously discussed, we recognized losses
of approximately $21.2 million in the first quarter of 1999 as a result of
unauthorized trading by a former employee.

  Restructuring charge. We incurred a $0.4 million restructuring charge,
primarily associated with personnel reduction in the first quarter of 1999.

 Segment Results

  Pipeline Operations. Gross margin from pipeline operations was $13.2
million for the quarter ended March 31, 2000 compared to $12.0 million for the
prior year quarter. The increase resulted primarily from the Scurlock and West
Texas gathering systems that were acquired in the second and third quarters of
1999, and which contributed approximately $2.8 million of pipeline gross margin
in the first quarter of 2000. The increase was partially offset by lower tariff
transport volumes, due to lower production from Exxon's Santa Ynez Field and the
Point Arguello Field, both offshore California, and the sale of the segment of
the All American Pipeline.

  The margin between revenue and direct cost of crude purchased was $5.1
million for the quarter ended March 31, 2000 compared to $5.0 million for the
prior year first quarter. Pipeline tariff revenues were approximately $11.3
million for the first quarter of 2000 compared to approximately $13.1 million
for the same period in 1999. Pipeline operations and maintenance expenses were
approximately $3.5 million for the first quarter of 2000 compared to $6.1
million for the first quarter of 1999 primarily due to the sale of the All
American Pipeline segment.

  Tariff transport volumes on the All American Pipeline decreased from an
average of 126,000 barrels per day for the quarter ended March 31, 1999 to
71,000 barrels per day in the comparable quarter of 2000, primarily due to a
decrease in shipments of offshore California production, which decreased from
87,000 barrels per day to 71,000 barrels per day and the sale of the California
to Texas portion of the line. Barrels associated with our merchant activities on
the All American Pipeline decreased from 47,000 barrels per day in the first
quarter of 1999 to 44,000 barrels per day in the same quarter of 2000 also due
to the sale of the line. Tariff volumes shipped on the Scurlock and West Texas
gathering systems (acquired subsequent to the first quarter of 1999) averaged
115,000 barrels per day during the first quarter of 2000.

  The following table sets forth All American Pipeline average deliveries per
day within and outside California for the periods presented (in thousands):

                                                       THREE MONTHS
                                                          ENDED
                                                         MARCH 31,
                                                       ------------
                                                       2000    1999
                                                       ----    ----
               Deliveries:
                 Average daily volumes (barrels):
                   Within California                    115     112
                   Outside California(1)                  -      61
                                                        ---     ---
                     Total                              115     173
                                                        ===     ===
          ------------
          (1) Shipments outside California in 1999 were attributable to the
              segment of the pipeline that was sold in 2000.

  Gathering and Marketing Activities and Terminalling and Storage Activities.
Gross margin from gathering, marketing, terminalling and storage activities was
approximately $23.4 million for the quarter ended March 31, 2000 compared to
$7.6 million in the prior year quarter (excluding the unauthorized trading
losses). The increase in gross margin is primarily due to an increase in lease
gathering volumes, as a result of the Scurlock acquisition and favorable market
conditions in the current year quarter. Lease gathering volumes increased from
an average of 121,000 barrels per day for the first quarter of 1999 to
approximately 257,000 barrels per day in 2000. Bulk purchase volumes decreased
from approximately 94,000 barrels per day for the first quarter of 1999 to
approximately 29,000 barrels per day in the current period due to the
termination of purchase contracts subsequent to the discovery of the
unauthorized trading losses. Due to a shift in the market from contango to
backwardation, lease capacity decreased to 820,000 barrels per month and use of
tankage for proprietary arbitrage opportunities increased.

  In the period immediately following the disclosure of the unauthorized trading
losses, a significant number of our suppliers and trading partners reduced or
eliminated the open credit previously extended to us. Consequently, the amount
of letters of credit we needed to support the level of our crude oil purchases
then in effect increased significantly. In addition, the cost to us of obtaining
letters of credit increased under our amended credit facility. In many instances
we arranged for letters of credit to secure our obligations to purchase crude
oil from our customers, which increased our letter of credit costs and decreased
our unit margins. In other instances, primarily involving lower-margin wellhead
and bulk purchases, our purchase contracts were terminated .

  Lease gathering and bulk purchase volumes are down approximately 190,000
barrels per day from the 1999 fourth quarter level. We had previously estimated
that our lease gathering and bulk volumes would be down approximately 150,000
barrels per day. The impact during the quarter was negligible as these barrels
were predominantly thin margin barrels that did not support the additional cost
of a letter of credit.

                                      13

  On March 24, 2000, we permanently reduced the All American Pipeline, L.P.
term loan facility with the proceeds from the sale of the segment of the All
American Pipeline. In connection therewith, a proportionate amount of
unamortized interest rate swap gains of approximately $6.8 million was
recognized in the first quarter of 2000 and is included in interest and other
income. In addition, the extraordinary item of $4.1 million in 2000 relates to
the write-off of a proportionate amount of debt issue costs associated with this
facility.

LIQUIDITY AND CAPITAL RESOURCES

 Cash Flows

                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                       ------------------
          (IN MILLIONS) (UNAUDITED)                      2000     1999
          ---------------------------------------------------------------
                                                               (restated)
          Cash provided by (used in):
             Operating activities                      $ (28.3)   $  4.3
             Investing activities                        216.9      (3.4)
             Financing activities                       (235.1)     (5.7)
          ---------------------------------------------------------------

  Operating Activities. Net cash used in operating activities for the first
quarter of 2000 resulted from the amounts paid during the first quarter of 2000
for the 1999 unauthorized trading losses.

  Investing Activities. Net cash provided by investing activities for the
first quarter of 2000 included approximately $129.0 million and $90.1 million of
proceeds from the sale of the segment of the All American Pipeline and pipeline
linefill, respectively. The balance of the linefill proceeds of approximately
$5.0 million was received in April 2000.

  Financing activities. Cash used in financing activities for the first
quarter of 2000 resulted from net payments of $209.7 million of short-term and
long-term debt. Proceeds used to reduce debt primarily came from the asset
sales discussed above.

 Credit Facilities

  Amounts outstanding under our credit agreements before and after refinancing
were as follows (in thousands) (unaudited):

                                                                                    MARCH 31,       MAY 8,
                                                                                      2000           2000
                                                                                    ---------     ---------
                                                                                            
     New Plains Marketing, L.P. revolving credit facility                            $      -     $ 256,250
     New Plains Marketing, L.P. letter of credit and hedged inventory facility              -        20,250
     All American Pipeline, L.P. bank credit agreement                                 63,000             -
     Plains Scurlock bank credit agreement                                             82,600             -
     Plains Marketing, L.P. letter of credit and borrowing facility                    13,500             -
     Subordinated note payable - general partner                                      114,000             -
                                                                                    ---------     ---------
                                                                                    $ 273,100     $ 276,250
                                                                                    =========     =========

                                      14

  On May 8, 2000, we entered into new bank credit agreements. The borrower
under the new facilities is Plains Marketing, L.P. We are a guarantor of the
obligations under the credit facilities. The obligations are also guaranteed by
the subsidiaries of Plains Marketing, L.P. We entered into the credit agreements
in order to:

  .  refinance the existing bank debt of Plains Marketing, L.P. and Plains
     Scurlock Permian, L.P. in conjunction with the merger of these
     subsidiaries;
  .  refinance existing bank debt of All American Pipeline, L.P.;
  .  repay up to $114.0 million plus accrued interest of subordinated debt to
     our general partner, and
  .  provide additional flexibility for working capital, capital expenditures,
     and for other general corporate purposes.

  Our new bank credit agreements consist of:

  .  a $400.0 million senior secured revolving credit facility. At closing, we
     had $256.0 million outstanding under the revolving credit facility. The
     revolving credit facility is secured by substantially all of our assets and
     matures in April 2004. No principal is scheduled for payment prior to
     maturity. The revolving credit facility bears interest at our option at
     either the base rate, as defined, plus an applicable margin, or LIBOR plus
     an applicable margin. We incur a commitment fee on the unused portion of
     the revolving credit facility.

  .  a $300.0 million senior secured letter of credit and borrowing facility,
     the purpose of which is to provide standby letters of credit to support the
     purchase and exchange of crude oil for resale and borrowings to finance
     crude oil inventory which has been hedged against future price risk. The
     letter of credit facility is secured by substantially all of our assets and
     has a sublimit for cash borrowings of $100.0 million to purchase crude oil
     which has been hedged against future price risk. The letter of credit
     facility expires in April 2003. Aggregate availability under the letter of
     credit facility for direct borrowings and letters of credit is limited to a
     borrowing base which is determined monthly based on certain of our current
     assets and current liabilities, primarily accounts receivable and accounts
     payable related to the purchase and sale of crude oil. At closing, there
     were letters of credit of approximately $173.8 million and borrowings of
     approximately $20.3 million outstanding under this facility.

  Our bank credit agreements prohibit distributions on, or purchases or
redemptions of, units if any default or event of default is continuing. In
addition, the agreements contain various covenants limiting our ability to,
among other things:

  .  incur indebtedness;
  .  grant liens;
  .  sell assets;

  .  make investments;

  .  engage in transactions with affiliates;
  .  enter into prohibited contracts; and
  .  enter into a merger or consolidation.

  Our bank credit agreements treat a change of control as an event of default
and also requires us to maintain:

  .  a current ratio (as defined) of 1.0 to 1.0;
  .  a debt coverage ratio which is not greater that 4.0 to 1.0 for the period
     from March 31, 2000 to March 31, 2002 and subsequently 3.75 to 1.0;
  .  an interest coverage ratio which is not less than 2.75 to 1.0; and
  .  a debt to capital ratio of not greater than 0.65 to 1.0.

  A default under our bank credit agreements would permit the lenders to
accelerate the maturity of the outstanding debt and to foreclose on the assets
securing the credit facilities. As long as we are in compliance with our bank
credit agreements, they do not restrict our ability to make distributions of
"available cash" as defined in our partnership agreement. We are currently in
compliance with the covenants contained in our credit agreements. Under the most
restrictive of these covenants, at May 8, 2000, we could have borrowed the full
$400.0 million available under our secured credit facility.

  At March 31, 2000, there were letters of credit of approximately $192.8
million and borrowings of $159.1 million outstanding under the credit facilities
which were refinanced. Due to the refinancing, we reclassified the current
portion of our existing bank debt of $24.2 million at March 31, 2000, to long-
term.

                                      15

 Contingencies

  Since our announcement in November 1999 of our losses resulting from
unauthorized trading by a former employee, numerous class action lawsuits have
been filed against us, certain of our general partner's officers and directors
and in some of these cases, our general partner and Plains Resources Inc.
alleging violations of the federal securities laws. In addition, derivative
lawsuits were filed in the Delaware Chancery Court against our general partner,
its directors and certain of its officers alleging the defendants breached the
fiduciary duties owed to us and our unitholders by failing to monitor properly
the activities of our traders. See Item 1. - "Legal Proceedings."

  While we maintain an extensive inspection program designed to prevent and,
as applicable, to detect and address releases of crude oil into the environment
from our pipeline and storage operations, we may experience such releases in the
future, or discover releases that were previously unidentified. Damages and
liabilities incurred due to any future environmental releases from our assets
may substantially affect our business.

ACCOUNTING PRONOUNCEMENT

  In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"). SFAS 133 requires that all
derivative instruments be recorded on the balance sheet at their fair value.
Changes in the fair value of derivatives are recorded each period in current
earnings or other comprehensive income, depending on whether a derivative is
designated as part of a hedge transaction and if so, the type of hedge
transaction. For fair value hedge transactions in which we are hedging changes
in the fair value of an asset, liability, or firm commitment, changes in the
fair value of the derivative instrument will generally be offset in the income
statement by changes in the fair value of the hedged item. For cash flow hedge
transactions, in which we are hedging the variability of cash flows related to
a variable-rate asset, liability, or a forecasted transaction, changes in the
fair value of the derivative instrument will be reported in other comprehensive
income. The gains and losses on the derivative instrument that are reported in
other comprehensive income will be reclassified as earnings in the periods in
which earnings are affected by the variability of the cash flows of the hedged
item. This statement was amended by Statement of Financial Accounting Standards
No. 137, Accounting for Derivative Instruments and Hedging Activities - Deferral
of the Effective Date of FASB Statement No. 133 ("SFAS 137") issued in June
1999. SFAS 137 defers the effective date of SFAS 133 to fiscal years beginning
after June 15, 2000. We are required to adopt this statement beginning in 2001.
We have not yet determined the impact of adopting SFAS 133; however, this
standard could increase volatility in earnings and partners' capital through
comprehensive income.

                                      16

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

  We are exposed to various market risks, including volatility in crude oil
commodity prices and interest rates. To manage such exposure, we monitor our
inventory levels and our expectations of future commodity prices and interest
rates when making decisions with respect to risk management. We do not enter
into derivative transactions for speculative trading purposes that would expose
us to price risk. Substantially all of our derivative contracts are exchanged or
traded with major financial institutions and the risk of credit loss is
considered remote.

  Commodity Price Risk. The fair value of outstanding derivative instruments and
the change in fair value that would be expected from a 10 percent adverse price
change are shown in the table below (in millions) (unaudited):

                                      MARCH 31, 2000      DECEMBER 31, 1999
                                      --------------      -----------------
                                              EFFECT OF            EFFECT OF
                                                  10%                 10%
                                       FAIR     PRICE      FAIR      PRICE
                                      VALUE     CHANGE    VALUE      CHANGE
                                      -----     ------    -----      ------
   Crude oil:
     Futures contracts                $ 6.4     $  3.1    $   -      $ (2.8)
     Swaps and options contracts       (0.4)         -     (0.6)       (0.1)

  The fair values of the futures contracts are based on quoted market prices
obtained from the NYMEX. The fair value of the swaps are estimated based on
quoted prices from independent reporting services compared to the contract price
of the swap which approximate the gain or loss that would have been realized if
the contracts had been closed out at the dates indicated above. All hedge
positions offset physical positions exposed to the cash market; none of these
offsetting physical positions are included in the above table. Price-risk
sensitivities were calculated by assuming an across-the-board 10 percent
increase in prices regardless of term or historical relationships between the
contractual price of the instruments and the underlying commodity price. In the
event of an actual 10 percent change in prompt month crude prices, the fair
value of our derivative portfolio would typically change less than that shown in
the table due to lower volatility in out-month prices.

  Interest Rate Risk. Our debt instruments are sensitive to market fluctuations
in interest rates. The table below presents principal payments and the related
weighted average interest rates by expected maturity dates for debt outstanding
at March 31, 2000. Our variable rate debt bears interest at LIBOR plus the
applicable margin. The average interest rates presented below are based upon
rates in effect at March 31, 2000. The carrying value of variable rate bank debt
approximates fair value as interest rates are variable, based on prevailing
market rates ($ in millions) (unaudited).

                                                           EXPECTED YEAR OF MATURITY
                                    ----------------------------------------------------------------------
                                                                                                               FAIR
                                    2000      2001      2002      2003      2004      THEREAFTER     TOTAL     VALUE
                                    ----      ----      ----      ----      ----      ----------     -----     -----
                                                                                      
LIABILITIES:
  Short-term debt - variable rate  $13.5     $   -     $   -     $   -     $   -        $   -       $ 13.5    $ 13.5
    Average interest rate            8.22%                                                             8.22%
  Long-term debt - variable rate    10.6       0.6       0.7       0.7      80.0        167.0        259.6     259.6
    Average interest rate            8.21%     9.06%     9.06%     9.06%     9.06%        8.19%        8.46%

  At December 31, 1999, the carrying value of short-term and long-term debt of
$58.7 million and $424.1 million, respectively, approximated fair value.

  Interest rate swaps and collars are used to hedge underlying debt obligations.
These instruments hedge specific debt issuances and qualify for hedge
accounting. The interest rate differential is reflected as an adjustment to
interest expense over the life of the instruments. At March 31, 2000, we had
interest rate swap and collar arrangements for an aggregate notional principal
amount of $215.0 million, which positions had an aggregate value of
approximately $0.6 million as of such date. These instruments are based on LIBOR
margins and generally provide for a floor of 5% and a ceiling of 6.5% for $90.0
million of debt and a floor of 6% and a ceiling of 8% for $125.0 million of
debt.

                                      17

FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

  All statements, other than statements of historical fact, included in this
report are forward-looking statements, including, but not limited to, statements
identified by the words "anticipate," "believe," "estimate," "expect," "plan,"
"intend" and "forecast" and similar expressions and statements regarding our
business strategy, plans and objectives of our management for future operations.
These statements reflect our current views and those of our general partner
with respect to future events, based on what we believe are reasonable
assumptions. These statements, however, are subject to certain risks,
uncertainties and assumptions, including, but not limited to:

  .  the availability of adequate supplies of and demand for crude oil in
     the areas in which we operate;
  .  the impact of crude oil price fluctuations;
  .  the effects of competition;
  .  the success of our risk management activities;
  .  the availability (or lack thereof) of acquisition or combination
     opportunities;
  .  the impact of current and future laws and governmental regulations;
  .  environmental liabilities that are not covered by an indemnity or
     insurance; and
  .  general economic, market or business conditions.

If one or more of these risks or uncertainties materialize, or if underlying
assumptions prove incorrect, actual results may vary materially from the results
anticipated in the forward-looking statements. Except as required by applicable
securities laws, we do not intend to update these forward-looking statements and
information.

                                      18

                          PART II. OTHER INFORMATION

ITEMS 1.  LEGAL PROCEEDINGS

  Texas Securities Litigation. On November 29, 1999, a class action lawsuit
was filed in the United States District Court for the Southern District of Texas
entitled Di Giacomo v. Plains All American Pipeline, et al. The suit alleged
that Plains All American Pipeline, L.P. and certain of our general partner's
officers and directors violated federal securities laws, primarily in connection
with unauthorized trading by a former employee. An additional nineteen cases
were filed in the Southern District of Texas, some of which name our general
partner and Plains Resources as additional defendants. Plaintiffs allege that
the defendants are liable for securities fraud violations under Rule 10b-5 and
Section 20(a) of the Securities Exchange Act of 1934 and for making false
registration statements under Sections 11 and 15 of the Securities Act of 1933.
The court has consolidated all subsequently filed cases under the first filed
action described above. On April 27, 2000 the court appointed two distinct lead
plaintiffs to represent two different plaintiff classes: (1) purchasers of
Plains Resources common stock and options and (2) purchasers of our common
units. No answer or responsive pleading is due until thirty days after the lead
plaintiffs have filed a consolidated amended complaint.

  Delaware Derivative Litigation. On December 3, 1999, two derivative
lawsuits were filed in the Delaware Chancery Court, New Castle County, entitled
Susser v. Plains All American Inc., et al and Senderowitz v. Plains All American
Inc., et al. These suits, and three others which were filed in Delaware
subsequently, named our general partner, its directors and certain of its
officers as defendants, and allege that the defendants breached the fiduciary
duties that they owed to Plains All American Pipeline, L.P. and its unitholders
by failing to monitor properly the activities of its employees. The derivative
complaints allege, among other things, that Plains All American Pipeline has
been harmed due to the negligence or breach of loyalty of the officers and
directors that are named in the lawsuits. These cases are currently in the
process of being consolidated. No answer or responsive pleading is due until
these cases have been consolidated and a consolidated complaint has been filed.

  We intend to vigorously defend the claims made in the Texas securities
litigation and the Delaware derivative litigation. However, there can be no
assurance that we will be successful in our defense or that these lawsuits will
not have a material adverse effect on our financial position or results of
operation.

  We, in the ordinary course of business, are a claimant and/or a defendant
in various other legal proceedings. Management does not believe that the outcome
of these other legal proceedings, individually and in the aggregate, will have a
materially adverse effect on our financial condition or results of operation.

ITEMS 2, 3, 4 & 5 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

      A. Exhibits

        *10.1  Credit Agreement [Letter of Credit and Hedged Inventory Facility]
               dated May 8, 2000, among Plains Marketing, L.P., All American
               Pipeline, L.P., Plains All American Pipeline, L.P. and Fleet
               National Bank and certain other lenders.

        *10.2  Credit Agreement [Revolving Credit Facility] dated May 8, 2000,
               among Plains Marketing, L.P., All American Pipeline, L.P., Plains
               All American Pipeline, L.P. and Fleet National Bank and certain
               other lenders.

         27.   Financial Data Schedule
- -------
* previously filed

      B. Reports on Form 8-K

         None.

                                      19

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned and thereunto duly authorized.

                                   PLAINS ALL AMERICAN PIPELINE, L.P.

                                   By:  PLAINS ALL AMERICAN INC.
                                        Its General Partner

Date: January 18, 2001             By:  /s/ Cynthia A. Feeback
                                        ----------------------
                                        Cynthia A. Feeback, Vice President-
                                        Accounting and Treasurer
                                        (Principal Accounting Officer) of the
                                        General Partner

                                      20

 5

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PLAINS ALL
AMERICAN PIPELINE, L.P. CONSOLIDATED BALANCE SHEET AS OF MARCH 31, 2000 AND
CONSOLIDATED STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 2000, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

 0001070423
 PLAINS ALL AMERICAN PIPELINE, L.P.

                   3-MOS
                          DEC-31-2000
                             JAN-01-2000
                               MAR-31-2000
                                           7,193
                                         0
                                  502,895
                                         0
                                     52,848
                               562,936
                                         455,572
                                  14,774
                               1,036,713
                          509,022
                                              0
                                0
                                          0
                                       259,704
                                    (17,629)
                 1,036,713
                                        999,319
                             1,054,989
                                          962,767
                                  981,531
                                     0
                                     0
                               9,158
                                 64,300
                                         0
                             64,300
                                       0
                                (4,145)
                                            0
                                    60,155
                                       1.71
                                     1.71