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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                Current Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported)--August 1, 2002

                       Plains All American Pipeline, L.P.
             (Exact name of Registrant as specified in its charter)

             DELAWARE                       0-9808              76-0582150
   (State or other jurisdiction    (Commission File Number)  (I.R.S. Employer
of incorporation or organization)                           Identification No.)

                           333 Clay Street, Suite 1600
                              Houston, Texas 77002
                                 (713) 646-4100
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                                       N/A
             (Former name or address, if changed since last report.)

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

                                       1

Item 7. Financial Statements and Exhibits

     (c) Exhibits

         99.1  Unaudited Pro Forma Consolidated Statements of Operations of
               Plains All American Pipeline, L.P.

                                       2

                                   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 hereunto duly authorized.

                                   PLAINS ALL AMERICAN PIPELINE, L.P.

Date: November 14, 2002            By: Plains AAP, L.P., its general partner

                                   By: Plains All American GP LLC,
                                       its general partner

                                   By: /s/ Phillip D. Kramer
                                       -----------------------------------

                                   Name:  Phillip D. Kramer
                                   Title: Executive Vice President and
                                          Chief Financial Officer (Principal
                                          Financial and Accounting Officer)

                                       3

                                Index to Exhibits

99.1     Unaudited Pro Forma Consolidated Statements of Operations of Plains All
         American Pipeline, L.P.

                                       4

                                                                    Exhibit 99.1

                       PLAINS ALL AMERICAN PIPELINE, L.P.
            UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

     Plains All American Pipeline, L.P. ("PAA") is a Delaware limited
partnership 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. The following unaudited pro forma consolidated statements of
operations are presented to give effect to the transactions described below:

     (1)  The acquisition of certain businesses from Shell Pipeline Company
          including its interests in the Basin Pipeline System, the Rancho
          Pipeline System and the Permian Basin Gathering System (the "Shell
          Acquisition"). The purchase price of approximately $322.7 million
          consisted of (i) $304 million in cash, which was borrowed under the
          revolving credit facility, (ii) approximately $9.1 million related to
          the settlement of pre-existing accounts receivable and inventory
          balances, and (iii) approximately $9.6 million of estimated
          transaction and closing costs. The acquisition closed and was
          effective on August 1, 2002. The acquisition was accounted for using
          the purchase method of accounting.

     (2)  The issuance and sale in August 2002 of 6,325,000 common units and the
          application of the proceeds therefrom.

     (3)  The issuance and sale in September 2002 of an aggregate principal
          amount of $200,000,000 of senior notes and the application of the
          proceeds therefrom.

     An unaudited pro forma balance sheet has not been presented since the above
transactions are reflected in the historical unaudited consolidated balance
sheet as of September 30, 2002 included in PAA's Quarterly Report on Form 10-Q.
The accompanying unaudited pro forma consolidated statements of operations for
the nine months ended September 30, 2002 and the year ended December 31, 2001
are based upon the following, respectively:

     (1)  The unaudited historical consolidated statement of operations of PAA
          for the nine months ended September 30, 2002 and the unaudited
          historical combined statement of operations for the businesses
          acquired in the Shell Acquisition for the seven months ended July 31,
          2002.

     (2)  The historical consolidated statement of operations of PAA for the
          year ended December 31, 2001 and the historical combined statement of
          operations for the businesses acquired in the Shell Acquisition for
          the same period.

     The unaudited pro forma consolidated statements of operations for the year
ended December 31, 2001, and the for the nine months ended September 30, 2002,
were prepared as if the transactions described above had taken place at the
beginning of the period presented.

     These statements are not necessarily indicative of the results of the
actual operations that would have been achieved had the transactions occurred at
the dates assumed nor are they necessarily indicative of the future results of
operations of the businesses. The unaudited pro forma consolidated statements of
operations should be read in conjunction with the notes thereto and the
historical consolidated financial statements of PAA included in PAA's Annual
Report on Form 10-K for the year ended December 31, 2001, and the unaudited
interim consolidated financial statements for PAA included in PAA's Quarterly
Report on Form 10-Q for the nine months ended September 30, 2002 as well as the
combined financial statements of the businesses acquired in the Shell
acquisition, as of December 31, 2001, and for the year then ended and for the
six months ended June 30, 2002 included in PAA's Form 8-K filed August 9, 2002.

              PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

           UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                 For the Twelve Months Ended December 31, 2001

                     (in thousands, except per unit data)

                                                                          Pro Forma    Pro Forma     Plains All
                       Plains All               Pro Forma                  Equity        Notes        American
                        American      Shell    Acquisition                Offering     Offering     Pro Forma As
                       Historical  Acquisition Adjustments      Total    Adjustments  Adjustments     Adjusted
                       ----------  ----------- -----------   ----------  -----------  -----------   ------------
                                                                               
REVENUES               $6,868,215    $59,690    $ (2,266)(a) $6,925,639    $  --        $   --      $6,925,639
COST OF SALES AND
 OPERATIONS             6,720,970     26,226      (2,266)(a)  6,742,165       --            --       6,742,165
                                                  (2,765)(b)
Inventory Valuation
 Adjustment                 4,984        --          --           4,984       --            --           4,984
                       ----------    -------    --------     ----------    ------       -------     ----------
Gross Margin              142,261     33,464       2,765        178,490       --            --         178,490
                       ----------    -------    --------     ----------    ------       -------     ----------
EXPENSES
General and
 administrative            46,586     16,571      (9,916)(c)     53,241       --            --          53,241
Depreciation and
 amortization              24,307      2,375      (2,375)(d)     34,066       --            300(h)      34,366
                                                   9,759 (e)
                       ----------    -------    --------     ----------    ------       -------     ----------
Total Expenses             70,893     18,946      (2,532)        87,307       --            300         87,607
                       ----------    -------    --------     ----------    ------       -------     ----------
OPERATING INCOME           71,368     14,518       5,297         91,183                    (300)        90,883
Interest expense          (29,082)       --      (17,865)(f)    (46,947)    8,524(g)     (4,026)(i)    (42,449)
Gain on sale of assets        984        --          --             984       --            --             984
Interest and other
 income                       401        --          --             401       --            --             401
                       ----------    -------    --------     ----------    ------       -------     ----------
INCOME (LOSS) FROM
 CONTINUING
 OPERATIONS            $   43,671    $14,518    $(12,568)    $   45,621    $8,524       $(4,326)    $   49,819
                       ==========    =======    ========     ==========    ======       =======     ==========
INCOME (LOSS) FROM
 CONTINUING OPERATIONS
 --LIMITED PARTNERS    $   41,742                            $   43,653    $8,204       $(4,239)    $   47,618
                       ==========                            ==========    ======       =======     ==========
INCOME (LOSS) FROM
 CONTINUING OPERATIONS
 --GENERAL PARTNERS    $    1,929                            $    1,968    $  320       $   (87)    $    2,201
                       ==========                            ==========    ======       =======     ==========
BASIC AND DILUTED
 INCOME FROM
 CONTINUING OPERATIONS
 PER LIMITED PARTNER
 UNIT                  $     1.12                            $     1.16                             $     1.09
                       ==========                            ==========                             ==========
WEIGHTED AVERAGE UNITS
 OUTSTANDING               37,528                                37,528     6,325(g)                    43,853
                       ==========                            ==========    ======                   ==========

   The accompanying notes are an integral part of these pro forma consolidated
                            statements of operations.

               PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

                  For the Nine Months Ended September 30, 2002

                      (in thousands, except per unit data)

                                                                             Pro Forma    Pro Forma       Plains All
                        Plains All                 Pro Forma                   Equity       Notes          American
                         American       Shell     Acquisition                 Offering     Offering        Pro Forma
                        Historical  Acquisition   Adjustments      Total     Adjustments  Adjustments     As Adjusted
                        ----------- -----------   -----------      -----     -----------  -----------     -----------
                                                                                     
REVENUES                $ 5,874,759  $    28,479 $    (2,354)(a) $ 5,900,884 $      --     $      --      $ 5,900,884
COST OF SALES
  AND OPERATIONS          5,750,398       15,076      (2,354)(a)   5,761,506        --            --        5,761,506
                                                      (1,614)(b)
                        -----------  ----------- -----------     ----------- -----------   -----------    -----------
Gross Margin                124,361       13,403       1,614         139,378        --            --          139,378
                        -----------  ----------- -----------     ----------- -----------   -----------    -----------
EXPENSES
General and
  administrative             33,389       11,792      (8,328)(c)      36,853        --            --           36,853

Depreciation and
amortization                 23,125        1,531      (1,531)(d)      28,819        --             250(h)      29,069
                                                       5,694 (e)
                        -----------  ----------- -----------     ----------- -----------   -----------    -----------
Total Expenses               56,514       13,323      (4,165)         65,672        --             250         65,922
                        -----------  ----------- -----------     ----------- -----------   -----------    -----------
OPERATING INCOME             67,847           80       5,779          73,706        --            (250)        73,456
Interest expense            (20,175)        --        (6,500)(f)     (26,675)      3,567(g)     (6,220)(i)    (29,328)
Interest and other
  income (expense)             (123)        --          --              (123)       --            --             (123)
                        -----------  ----------- -----------     ----------- -----------   -----------    -----------
INCOME (LOSS) FROM
  CONTINUING OPERATIONS $    47,549  $        80 $      (721)    $    46,908 $     3,567   $    (6,470)   $    44,005
                        ===========  =========== ===========     =========== ===========   ===========    ===========
INCOME (LOSS) FROM
  CONTINUING
  OPERATIONS-LIMITED
  PARTNERS              $    44,515                              $    43,887 $     3,185   $    (6,341)   $    40,731
                        ===========                              =========== ===========   ===========    ===========
INCOME (LOSS) FROM
  CONTINUING
  OPERATIONS-
  GENERAL PARTNER       $     3,034                              $     3,021 $       382   $      (129)   $     3,274
                        ===========                              =========== ===========   ===========    ===========

BASIC AND DILUTED
   INCOME FROM
   CONTINUING
   OPERATIONS PER
   LIMITED PARTNER UNIT $      1.01                              $      0.99                              $      0.82
                        ===========                              ===========                              ===========
WEIGHTED AVERAGE
  UNITS OUTSTANDING          44,188                                   44,188       5,390(g)                    49,578
                        ===========                              =========== ===========                  ===========

         The accompanying notes are an integral part of these pro forma
                     consolidated statements of operations.

               PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

        NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS

Note 1--Pro Forma Adjustments

     The pro forma adjustments are as follows:

     (a)  Reflects the elimination of crude oil transportation revenues included
          in Shell's historical financial statements and the offsetting expense
          included in our historical financial statements related to an existing
          contract whereby we transported crude oil on the assets acquired from
          Shell. On a pro forma basis, these transactions constitute
          intercompany activities and thus are eliminated in consolidation.

     (b)  Reflects the reduction of operating expenses related to certain field
          personnel who were not hired as part of the acquisition, as well as
          the decreases in salaries and benefits associated with the remaining
          employees.

     (c)  Reflects the adjustment to general and administrative expenses
          relating to Shell's historical allocation of corporate overhead costs
          primarily related to payroll costs associated with corporate office
          management personnel including executives and other corporate office
          expenses. These costs for our operation of the assets are already
          included in our historical results.

     (d)  To reverse historical depreciation as recorded by Shell.

     (e)  Reflects depreciation on the acquired assets based on the
          straight-line method of depreciation over an average useful life of 30
          years. The increase over historical depreciation is due to the
          difference in Shell's historical book value versus the purchase price
          at fair value.

     (f)  Reflects the adjustment to interest expense for the increase in long-
          term debt associated with the Shell Acquisition of $304 million from a
          draw down on the credit facility using the historical interest rates
          of 5.88% and 3.67% for the periods ended December 31, 2001 and
          September 30, 2002, respectively. The interest rate used to calculate
          the adjustment in the September 30, 2002 statement of operations is
          the historical interest rate for the seven months ended July 31, 2002.
          Subsequent to that date the transaction is reflected in the historical
          unaudited consolidated statement of operations of PAA. The impact to
          interest expense of a 1/8% change in interest rates would be
          approximately $0.4 million per year.

     (g)  Reflects the adjustment to interest expense resulting from the net
          decrease in long term debt of approximately $145 million resulting
          from the repayment of the revolving credit facility with the proceeds
          of the issuance and sale of 6,325,000 common units using the
          historical interest rates of 5.88% and 3.69% for the periods ended
          December 31, 2001, and September 30, 2002, respectively. The interest
          rate used to calculate the adjustment in the September 30, 2002
          statement of operations is the historical interest rate for the eight
          months ended August 31, 2002. Subsequent to that date the transaction
          is reflected in the historical unaudited consolidated statement of
          operations of PAA.

     (h)  Reflects the amortization of debt issue costs of approximately $3
          million using the straight line method over the life of the notes,
          which approximates the effective interest rate method.

     (i)  Reflects the net adjustment to interest expense resulting from the
          sale of the notes with an effective yield of 7.78% (including the
          amortization of the debt discount using the effective interest rate
          method), and the use of those proceeds of approximately $196 million
          to repay indebtedness outstanding under our revolving credit facility
          using the historical interest rates of 5.88% and 3.70% for the periods
          ended December 31, 2001 and September 30, 2002, respectively.

               PLAINS ALL AMERICAN PIPELINE, L.P. AND SUBSIDIARIES

 NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS--(Continued)

Note 2 - Purchase Price Allocation

     The Shell Acquisition presented in these pro forma statements has been
accounted for using the purchase method of accounting and the purchase price has
been allocated in accordance with Statement of Financial Accounting Standards
No. 141, Business Combinations. The purchase consists of the acquisition of
interests in the Basin Pipeline System, the Rancho Pipeline System and the
Permian Basin Gathering System. The purchase price of approximately $322.7
million consisted of (i) $304 million in cash, which was borrowed under the
revolving credit facility, (ii) approximately $9.1 million related to the
settlement of pre-existing accounts receivable and inventory balances, and (iii)
approximately $9.6 million of estimated transaction and closing costs. The
acquisition closed and was effective on August 1, 2002. The total purchase price
and its allocation are preliminary as the resolution of certain claims and the
ultimate amount of transaction costs are based on estimates at this time. We do
not expect the resolution of these items to have a material impact on the
allocation presented below. The purchase price allocation, based on discounted
cash flows which approximate fair value, is as follows (in thousands):

Crude oil pipeline assets                         $248,900
Crude oil pipeline facilities                       72,450
Land                                                 1,000
Other property and equipment                           350
                                                  --------
      Total                                       $322,700
                                                  ========