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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      August 11, 2006

via U.S. mail
Mr. Tim Moore
Vice President and General Counsel
Plains All American Pipeline, L.P.
333 Clay Street, Suite 1600
Houston, Texas 77002



      Re:	Plains All American Pipeline, L.P.
		Registration Statement on Form S-4
      Filed July 12, 2006
		File No. 333-135712

Dear Mr. Moore:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.



FORM S-4

Material Federal Income Tax Consequences, page 156

1. We may have additional comments once you file both tax opinions
as
exhibits.  Please make corresponding changes to both opinions and
to
the corresponding text throughout this section, as appropriate.

2. We note that the receipt of the tax opinions is a waivable
condition.  Accordingly, the tax opinions must be filed as
exhibits
prior to effectiveness.  If the condition is later waived and the
changes to the tax consequences would be material, an amended
proxy
statement / prospectus must be recirculated and shareholder
approval
resolicited.  Revise the disclosure throughout to make clear that
you
have in fact received the tax opinions to which you refer.

3. Please revise your disclosure throughout this section to
clarify
which are the matters upon which counsel is opining.  As currently
drafted, the text at times suggests that the registrant, rather
than
counsel, is providing legal conclusions.  Also, revise the
introductory paragraphs to clarify that this is not merely a
discussion of the tax consequences, but rather constitutes the
opinions of named counsel.
4. You indicate at page 168 that counsel is unable to opine on
your
method of making allocations because "use of this method may not
be
permitted under existing Treasury regulations."  In light of
counsel`s non-opinion in these circumstances, explain in necessary
detail why your management feels justified making allocations in
this
manner.  Also explain further the nature of counsel`s uncertainty
in
that regard.  Make clear whether it believes that there is a
problem
with use of this method.
5. Obtain an opinion on all material tax matters, or provide a
more
detailed explanation regarding any failure to include such
opinions.
For example, if counsel can rely on indirect authority and other
necessary means to render an opinion regarding likely tax
consequences, it would be insufficient to state that there is no
clear authority on an issue.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
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 Act
of
1933 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her absence, Timothy Levenberg, Special Counsel, at (202) 551-3707
with any questions on these comments.

      				Sincerely,



      					H. Roger Schwall
      Assistant Director


cc: 	C. Moncada-Terry
	T. Levenberg

	VIA FACSIMILE

      David Oelman
 	Vinson & Elkins L.L.P.
	713-615-5620

Mr. Tim Moore
Plains All American Pipeline, L.P.
August 11, 2006
Page 4