EXHIBIT 8.1



                               September 29, 1999




Plains All American Pipeline, L.P.
500 Dallas
Suite 700
Houston, Texas 77002


     Re:  Registration Statement on Form S-1

Ladies and Gentlemen:

          We have acted as special counsel in connection with the Registration
Statement on Form S-1, Registration No. 333-86907 (the "Registration Statement")
of Plains All American Pipeline, L.P. (the "Partnership"), relating to the
registration of the offering and sale (the "Offering") of 2,600,000 common units
representing limited partner interests in the Partnership (the "Common Units").
In connection therewith, we prepared the discussion set forth under the caption
"Tax Considerations" (the "Discussion") in the Registration Statement.
Capitalized terms used and not otherwise defined herein are used as defined in
the Registration Statement.

          The Discussion, subject to the qualifications stated therein,
constitutes our opinion as to the material United States federal income tax
consequences for purchasers of Common Units pursuant to the Offering.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Discussion.  The
issuance of such consent does not concede that we are an "expert" for the
purposes of the Securities Act of 1933.

                                             Very truly yours,

                                             /s/ ANDREWS & KURTH L.L.P.

                                             Andrews & Kurth L.L.P.

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