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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      22 September 2006
Via U.S. Mail and Facsimile

Mr. Tim Moore, Vice President
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 August 28, 2006
		File No. 333-136925

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 filed August 28, 2006

General

1. Your disclosure on page 9 suggests that you may be registering
the
notes in reliance on the staff`s position enunciated in Exxon
Capital
Holdings Corporation (available April 13, 1989), Morgan Stanley &
Co.
Incorporated (available June 5, 1991) regarding resales, and
Shearman
& Sterling (available July 2, 1993) with respect to the
participation
of broker-dealers.  If so, please provide us with a letter stating
that the issuer is registering the exchange offer in reliance on
the
staff`s position in such letters and including the statements and
representations substantially in the form set forth in the Morgan
Stanley and Shearman & Sterling letters.  We may comment further
upon
reviewing your response.

U.S. Federal Income Tax Considerations, page 26

2. Please revise the introductory paragraph to make clear that the
disclosure in this section constitutes the opinion of your
counsel, as
represented in Exhibit 5.1.  For example, it is inadequate to
refer to
counsel`s opinion as "a summary of certain U.S. federal income tax
considerations relevant to the exchange of outstanding notes for
new
notes...."

3. Revise the caption and text to refer to the material tax
"consequences," and make clear that the disclosure addresses all
such
material U.S. federal income tax consequences.

4. Obtain a clear opinion that the exchange will not rather than
should not be an exchange and that the consequences will be as
described.  In the alternative, explain in necessary detail why
counsel is unable to render an unambiguous opinion in that regard.

Legal Matters, page 28

5. Revise to clarify that counsel will also opine on the binding
nature of the guarantees.

Exhibit 5.1
6. Please obtain an opinion of counsel that opines on all
applicable
law.  The attempt to limit the opinion to the laws of Delaware and
New
York appears to be inappropriate given that some of the guarantees
are
governed by the laws of Texas, Canada, Nova Scotia, and
California.

* * * * *

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.

      					Sincerely,



      					H. Roger Schwall
      Assistant Director


cc: 	T. Levenberg
      C. Moncada-Terry

	VIA FACSIMILE

	Alan Beck
	Vinson & Elkins, L.L.P.
	713-615-5620
Mr. Tim Moore
Plains All American Pipeline, L.P.
22 September 2006
Page 4