August 5, 2005



Mr. Gerald A. Tywoniuk
Senior Vice President, Chief Financial Officer and Treasurer
Pacific Energy Partners, L.P.
5900 Cherry Avenue
Long Beach, CA 90805


	Re:	Pacific Energy Partners, L.P.
		Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 15, 2005
		File No. 001-31345


Dear Mr. Tywoniuk:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Please provide a written response to
our
comments.  Please be as detailed as necessary in your explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

10-K for the Fiscal Year Ended December 31, 2004

Selected Financial and Operating Data, page 54

Non-GAAP Financial Measures, page 55

1. We note that you present as EBITDA, a measure reflecting
adjustments for the write-off of deferred financing cost and
related
interest rate swap termination expense, non-cash employee
compensation expense, and the write down of idle property.  Your
measure does not correspond to the acronym defined under Item
10(e)(1)(ii)(A) of Regulation S-K.  Please revise your disclosure
to
either present EBITDA, or to identify the adjusted measure as
something other than EBITDA.  If you decide to present the
adjusted
amount, please ensure that you adhere to the restrictions
applicable
to adjustments of non-GAAP liquidity and performance measures.
Further guidance is available under Frequently Asked Questions
Regarding the Use of Non-GAAP Financial Measures, located on our
website at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.

2. Please revise your disclosure to clarify whether you are
presenting EBITDA as a performance or liquidity measure.  If you
identify it as a measure of performance, demonstrate the
reasonableness of excluding the recurring items.

3. Your discussion of the non-GAAP measure of Distributable Cash
Flow
indicates that the most directly comparable financial measure
presented in accordance with GAAP would be Net Cash Provided by
Operating Activities.  As such, it appears that you should revise
your presentation on page 59 to reconcile Distributable Cash Flow
to
Net Cash Provided by Operating Activities instead of net income.

Financial Statements

Consolidated Statements of Cash Flows, page F-7

4. We note that in reconciling your net income to net cash
provided
by operating activities, you present a subtotal above net changes
in
operating assets and liabilities.  As there is no provision in
SFAS
95 for this presentation, we generally consider the measure to be
non-GAAP in nature.  Please eliminate the subtotal.

Note 7 - Long-Term Debt, page F-22

7.125% Senior Notes, page F-24

5. You indicate that the 7.125% Senior Notes are jointly and
severally guaranteed by certain subsidiaries.  Please expand your
disclosure in Note 18 to include this information and also to
explain
whether the guarantees are full and unconditional and whether all
subsidiary guarantors are 100 percent owned by you to comply with
the
guidance in Rule 3-10(i)(8)(ii) of Regulation S-X.  If they are
not,
tell us the facts and circumstances that you believe would
accommodate the presentation of condensed consolidating
information,
in lieu of separate financial statements for the subsidiary
guarantors.


Closing Comments

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Mark A. Wojciechowski at (202) 551-3759 if
you
have questions regarding comments on the financial statements and
related matters.  Please contact me at (202) 551-3686 with any
other
questions.

								Sincerely,



								Karl Hiller
								Branch Chief
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Mr. Gerald A. Tywoniuk
Pacific Energy Partners, L.P.
August 5, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010