UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)—May 29, 2008

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

333 Clay Street, Suite 1600, Houston, Texas 77002

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code 713-646-4100

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01. Financial Statements and Exhibits

(d)                                 Exhibits

Exhibit 99.1 – Press Release dated May 29, 2008.

Item 7.01. Regulation FD Disclosure

Plains All American Pipeline, L.P. (the “Partnership”) is furnishing this report pursuant to Item 7.01 of Form 8-K to provide guidance for financial performance for the second quarter and second half of 2008 and to establish initial, preliminary guidance for financial performance for 2009. The guidance information for the second quarter of 2008 included in this Form 8-K supersedes the second quarter guidance information contained in our Form 8-K dated April 30, 2008. The Partnership also issued a press release today announcing the updated guidance information described in this Form 8-K. A copy of this press release is furnished as Exhibit 99.1 hereto.   In accordance with General Instruction B.2. of Form 8-K, the information presented herein under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Disclosure of Second Half 2008 Guidance; Update of Second Quarter and Full Year 2008 Guidance; Preliminary 2009 Guidance

EBIT and EBITDA (each as defined below in Note 1 to the “Operating and Financial Guidance” table) are non-GAAP financial measures. Net income and cash flows from operating activities are the most directly comparable GAAP measures to EBIT and EBITDA. In Note 10 below, we reconcile EBITDA and EBIT to net income for the 2008 guidance periods presented. It is, however, impractical to reconcile EBIT and EBITDA to cash flows from operating activities for the forecasted period. We encourage you to visit our website at www.paalp.com , in particular the section entitled “Non-GAAP Reconciliation,” which presents a historical reconciliation of certain commonly used non-GAAP financial measures, including EBIT and EBITDA. We present EBIT and EBITDA because we believe they provide additional information with respect to both the performance of our fundamental business activities and our ability to meet our future debt service, capital expenditures and working capital requirements. We also believe that debt holders commonly use EBITDA to analyze partnership performance. In addition, we have highlighted the impact of our equity compensation plans and, to the extent known, gains and losses related to SFAS 133 (primarily non-cash, mark-to-market adjustments) on Segment Profit, EBITDA, Net Income and Net Income per Basic and Diluted Limited Partner Unit.

The following information for the three months ending June 30, 2008 and the six months and twelve months ending December 31, 2008 as well as the preliminary guidance for calendar 2009 are based on assumptions and estimates that we believe are reasonable given our assessment of historical trends (modified for changes in market conditions), business cycles and other information reasonably available. Projections covering multi-quarter periods contemplate inter-period changes in future performance resulting from new expansion projects, seasonal operational changes (such as LPG sales) and acquisition synergies. Our assumptions and future performance, however, are both subject to a wide range of business risks and uncertainties, so no assurance can be provided that actual performance will fall within the guidance ranges. Please refer to information under the caption “Forward-Looking Statements and Associated Risks” below. These risks and uncertainties, as well as other unforeseeable risks and uncertainties, could cause our actual results to differ materially from those in the following table. The operating and financial guidance provided below is given as of the date hereof, based on information known to us as of May 28, 2008. We undertake no obligation to publicly update or revise any forward-looking statements.

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Plains All American Pipeline, L.P.

Operating and Financial Guidance

(in millions, except per unit data)

(1) The projected average foreign exchange rate is $1 CAD to $1 USD. The rate as of May 28, 2008 was $0.99 CAD to $1 USD.

(2) The Partnership’s Adjusted EBITDA is anticipated to trend upwards during the second half of 2008 due to anticipated contributions from capital projects and the seasonality of the Partnership’s LPG activities, as well as the ramp-up of synergies related to the Rainbow transaction. As a result, the Adjusted EBITDA guidance range for the second half of 2008 of $444 million to $469 million is anticipated to be split approximately 45% and 55% between the third quarter and fourth quarter, respectively.

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Notes and Significant Assumptions:

1. Definitions.

2. Business Segments. We manage our operations through three operating segments: (i) Transportation, (ii) Facilities, and (iii) Marketing. The following is a brief explanation of the operating activities for each segment as well as key metrics.

a. Transportation. Our transportation segment operations generally consist of fee-based activities associated with transporting crude oil and refined products on pipelines, gathering systems, trucks and barges. We generate revenue through a combination of tariffs, third-party leases of pipeline capacity and transportation fees. We also include in this segment our equity earnings from our investments in the Butte and Frontier pipeline systems, in which we own minority interests, and Settoon Towing, in which we own a 50% interest.

Pipeline volume estimates are based on historical trends, anticipated future operating performance and completion of internal growth projects. Volumes are influenced by temporary market-driven storage and withdrawal of oil, maintenance schedules at refineries, production declines and other external factors beyond our control. Segment profit is forecast using the volume assumptions in the table below, priced at forecasted tariff rates, less estimated field operating costs and G&A expenses. Field operating costs do not include depreciation. Actual segment profit could vary materially depending on the level of volumes transported or expenses incurred during the period.

The following table summarizes our total pipeline volumes and highlights major systems that are significant either in total volumes transported or in contribution to total transportation segment profit.

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b. Facilities. Our facilities segment operations generally consist of fee-based activities associated with providing storage, terminalling and throughput services for crude oil, refined products and LPG, as well as LPG fractionation and isomerization services. We generate revenue through a combination of month-to-month and multi-year leases and processing arrangements. This segment also includes our equity earnings from our 50% investment in PAA/Vulcan Gas Storage, LLC which owns and operates approximately 26 Bcf of underground natural gas storage capacity and is constructing an additional 24 Bcf of underground storage capacity.

Segment profit is forecast using the volume assumptions in the table below, priced at forecasted rates, less estimated field operating costs and G&A expenses. Field operating costs do not include depreciation.

(1) Calculated as the sum of: (i) crude oil, refined products and LPG storage capacity; (ii) natural gas storage capacity divided by 6 to account for the 6:1 mcf of gas to barrel of crude oil ratio; and (iii) LPG processing volumes multiplied by the number of days in the period and divided by 1,000 and the number of months in the period to convert to monthly capacity in millions.

(2) Mid-point of guidance.

c. Marketing. Our marketing segment operations generally consist of the following merchant activities:

·   the purchase of U.S. and Canadian crude oil at the wellhead and the bulk purchase of crude oil at pipeline and terminal facilities, as well as the purchase of foreign cargoes at their load port and various other locations in transit;

·   the storage of inventory during contango market conditions and the seasonal storage of LPG;

·   the purchase of refined products and LPG from producers, refiners and other marketers;

·   the resale or exchange of crude oil, refined products and LPG at various points along the distribution chain to refiners or other resellers to maximize profits; and

·   the transportation of crude oil, refined products and LPG on trucks, barges, railcars, pipelines and ocean-going vessels to our terminals and third-party terminals.

The level of profit in the marketing segment is influenced by overall market structure and the degree of volatility in the crude oil market as well as variable operating expenses. Forecasted operating results for the three-month period ending June 30, 2008 and second half of 2008 reflect our expectation of a backwardated market structure and weather-related seasonal variations in LPG sales. Unexpected changes in market structure or volatility (or lack thereof) could cause actual results to differ materially from forecasted results.

We forecast segment profit using the volume assumptions stated below, as well as estimates of unit margins, field operating costs, G&A expenses and carrying costs for contango inventory, based on current and anticipated market conditions. Field operating costs do not include depreciation. Realized unit margins for any given lease-gathered barrel could vary significantly based on a variety of factors including location, quality and contract structure.

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(1)  Mid-point of guidance.

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Preliminary 2009 Guidance

This preliminary adjusted EBITDA guidance for 2009 is based on (1) continued operating and financial performance of our existing assets in line with recent performance trends, (2) achievement of targeted performance levels for recent acquisitions and (3) contributions from expansion capital expenditures in line with our expectations. Projected adjusted EBITDA contributions from the transportation and facilities segments are expected to range from 65% to 70% and projected operating results for the marketing segment incorporate the expectation that market conditions will remain generally consistent with those experienced during the first five months of 2008.

The following table summarizes the range of selected key financial data of our preliminary sustainable projections for calendar year 2009.

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Preliminary Calendar 2009 Guidance (in millions)

Our preliminary guidance for interest expense is based on our projected capital structure as of May 28, 2008, the current market outlook for floating interest rates, approved capital projects for 2008 and the assumption that 2009 capital projects will range between $250 million and $350 million.  Our preliminary guidance for depreciation and amortization is based on projected depreciation from our present asset base, and continued development of our portfolio of projects.  Our preliminary guidance for maintenance capital expenditures is based on our estimate of the range of recurring expenditures that are expected to average approximately $60 million in any given year. The net income and EBITDA shown above exclude selected items impacting comparability such as equity compensation and SFAS 133 (see Note 4 above) as it is impractical to forecast such items.

Forward-Looking Statements and Associated Risks

All statements included in this report, other than statements of historical fact, are forward-looking statements, including, but not limited to, statements identified by the words “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend” and “forecast” and similar expressions and statements regarding our business strategy, plans and objectives of our management for future operations. The absence of these words, however, does not mean that the statements are not forward-looking. These statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. Certain factors could cause actual results to differ materially from results anticipated in the forward-looking statements. These factors include, but are not limited to:

·        the successful integration and future performance of acquired assets and businesses (including the Rainbow acquisition) and the risks associated with operating in lines of business that are distinct and separate from our historical operations;

·        future developments and circumstances at the time distributions are declared;

·        failure to implement or capitalize on planned internal growth projects;

·        the success of our risk management activities;

·        environmental liabilities or events that are not covered by an indemnity, insurance or existing reserves;

·        maintenance of our credit rating and ability to receive open credit from our suppliers and trade counterparties;

·        abrupt or severe declines or interruptions in outer continental shelf production located offshore California and transported on our pipeline systems;

·        shortages or cost increases of power supplies, materials or labor;

·        the availability of adequate third-party production volumes for transportation and marketing in the areas in which we operate (including on the Rainbow system), and other factors that could cause declines in volumes shipped on our pipelines by us and third-party shippers, such as declines in production from existing oil and gas reserves or failure to develop additional oil and gas reserves;

·        fluctuations in refinery capacity in areas supplied by our mainlines and other factors affecting demand for various grades of crude oil, refined products and natural gas and resulting changes in pricing conditions or transportation throughput requirements;

·        the availability of, and our ability to consummate, acquisition or combination opportunities;

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·                       our access to capital to fund additional acquisitions and our ability to obtain debt or equity financing on satisfactory terms;

·                       unanticipated changes in crude oil market structure and volatility (or lack thereof);

·                       the impact of current and future laws, rulings, governmental regulations and interpretations;

·                       the effects of competition;

·        continued creditworthiness of, and performance by, our counterparties, including financial institutions and trading companies with which we do business;

·                       interruptions in service and fluctuations in tariffs or volumes on third-party pipelines;

·                       increased costs or lack of availability of insurance:

·        fluctuations in the debt and equity markets, including the price of our units at the time of vesting under our long-term incentive plans;

·                       the currency exchange rate of the Canadian dollar;

·                       weather interference with business operations or project construction;

·                       risks related to the development and operation of natural gas storage facilities;

·                       general economic, market or business conditions; and

·        other factors and uncertainties inherent in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products.

We undertake no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in our filings with the Securities and Exchange Commission, which information is incorporated by reference herein.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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