EXHIBIT 10.5

                            PLAINS ALL AMERICAN INC.
                           MANAGEMENT INCENTIVE PLAN


     SECTION 1.   Objectives.  The objectives of the Plains All American Inc.
Management Incentive Plan (the "Plan") are:

          -- To communicate and focus management's attention on achieving the
             business goals of Plains All American Pipeline, L.P. (the
             "Partnership"),

          -- To attract and retain highly qualified key employees upon whom
             the success of the Partnership depends, and

          -- To reward superior performance.

The Plan is intended to encourage management to achieve and surpass the business
objectives of the Partnership through establishing quarterly and/or annual
objectives, reviewing performance and awarding quarterly and/or annual bonuses
based on the achievement of such objectives.

     SECTION 2.   Administration.  The Plan shall be administered by the
Compensation Committee of the Board of Directors (the "Committee") of Plains All
American Inc. (the "Company").  The Committee shall have such discretionary
authority to administer the Plan, to construe and interpret the Plan, to decide
all questions of eligibility, to determine the amount, manner and time of
payment of any payments hereunder and to make all other determinations deemed
necessary or advisable for the administration of the Plan.

     SECTION 3.   Eligibility.  Employees eligible under the Plan are the
officers of the Company and its affiliates who may have a substantial impact on
the performance of the Partnership.  Each calendar year ("Plan Year") (generally
at or near the beginning of such Plan Year, or, with respect to an individual
hired or promoted after the beginning of the Plan Year, on or within a
reasonable period following the date such individual becomes an eligible
employee) the Committee shall select the employees who shall be participants for
that year and shall assign levels of participation to each such employee.  The
incentive award opportunity with respect to an eligible employee shall be
designed to reflect the overall impact of the employee on the performance of the
Partnership.

     SECTION 4.   Basis for Determining the Incentive Award.  (a)  The incentive
award for any fiscal quarter or Plan Year shall be based upon the achievement of
financial and operating results of the Partnership for such fiscal quarter or
year as may be established by the Committee, in its sole discretion.

     (b) The factors, and their respective weights, if applicable, used in
determining the target award for an eligible employee shall be established by
the Committee.  The target award with respect 

 
to a participant may be expressed as a percentage of the participant's base
salary at the beginning of the Plan Year (or when he first became a participant
for such Plan Year), a dollar amount or a percentage of a bonus pool or other
bonus formula. An eligible employee's basis of participation in the Plan as a
participant for a Plan Year will be communicated to him in writing as early as
possible following his selection for the Plan Year.

     SECTION 5.   Performance Objectives.  (a) The Committee shall establish in
advance the performance objectives for the applicable performance period.
Performance objectives are intended to further the success of the Partnership
and shall be:

          -- Specific and based, in whole or in part, as determined by the
             Committee, upon measurable results and/or subjective factors as
             determined, and weighted, by the Committee, and

          -- Challenging, but attainable.

     (b) The basis and amount of the incentive award to be provided for
different levels of performance achievement will be established by the
Committee.  A performance schedule shall be established by the Committee to
indicate the award payable at varying levels of performance. Performance
objectives may be revised at any time during a Plan Year by the Committee in
light of unanticipated or extraordinary events.

     (c) Specific objectives will be based primarily on the Partnership's
business plans and levels of performance.

     (d) The Committee may assign objectives that are appropriate to the impact
of each participant's position and different objectives may be assigned to
different participants or groups of participants.

     SECTION 6.   Performance.  At the end of each fiscal quarter and/or Plan
Year, the determination of the achievement of the objectives established for
such fiscal quarter and/or Plan Year and the payment of awards earned will occur
as soon as practicable after the compilation of the financial and operating
results for such period.  All financial and operating results will be reviewed
and approved by the Committee prior to the payment of earned awards.

     SECTION 7.   Award Payments.  (a) Subject to (d) below, payment of earned
awards will be made or begin as soon as reasonably practical after the close of
each performance period following the approval of the Committee.  Payments will
be subject to all applicable tax withholding requirements.

     (b) If a participant's employment terminates during a performance period,
whether voluntarily or involuntarily, the participant shall forfeit all rights
to any incentive award for that performance period, unless the Committee, in its
discretion, elects to pay all or a portion of the 

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award. If a participant's employment terminates after the end of the performance
period and before payment of the award for any reason other than death or
retirement after 15 continuous years of employment with the Company and its
affiliates, unless waived by the Committee in its discretion, the participant
shall forfeit the incentive award payment, if any, he would otherwise have been
eligible to receive had he remained with the Company and its affiliates.
However, if such termination is due to the death of the participant, payment of
the incentive award, if any, the participant would have received had he lived
and remained with the Company and its affiliates shall be made to the
participant's beneficiary, in accordance with the designation filed by the
participant with the Company or, if no designation has been filed or such
designation is ineffective for any reason, the participant's estate.

     (c) Earned awards shall be paid in cash, less applicable withholding
requirements.

     (d) Annual awards (not fiscal quarter awards) to the extent earned for a
Plan Year shall be paid as follows, unless the Committee provides otherwise: (i)
40% of the award shall be payable by April 1 following the end of the Plan Year
and (ii) 20% of the award shall be payable as soon as reasonably practical on or
following each April 1 next following the year of the 40% payment until the
earned award is paid in full; provided, however, if a participant's employment
with the Company and its affiliates terminates prior to any such payment, all
such remaining payment(s) shall be forfeited, unless waived by the Committee, in
its discretion.

     SECTION 8.   Terminations or Amendment.  The Plan may be terminated or
amended at any time by the Company.

     SECTION 9.   Effective Date.  This Plan is effective as of November 23,
1998.

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