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

Plains All American Pipeline, L.P.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		1-14569 (Commission File Number)		76-0582150 (IRS Employer Identification No.)

333 Clay Street, Suite 1600, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)

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

     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 8.01. Other Events.

     On October 31, 2008, Plains All American Pipeline, L.P. (the “Partnership”) issued a press release announcing that it has extended to 5:00 p.m., Eastern Time, on November 12, 2008, its offer to exchange all of its outstanding 6.50% Senior Notes due 2018 for its 6.50% Senior Notes due 2018 that have been registered under the Securities Act of 1933, as amended. The Partnership is filing a copy of the press release as Exhibit 99.1 hereto.

Item 9.01. Exhibits.

     (d) Exhibits.

99.1

Press Release of Plains All American Pipeline, L.P. dated October 31, 2008.

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.

Date: October 31, 2008		PLAINS ALL AMERICAN PIPELINE, L.P.
		By:		PAA GP LLC, its general partner
		By:		Plains AAP, L.P., its sole member
		By:		Plains All American GP LLC, its general partner
		By:		/s/ Tim Moore
				Name: Tim Moore
				Title: Vice President

Exhibit Index

Exhibits
99.1		Press Release of Plains All American Pipeline, L.P. dated October 31, 2008.

Exhibit 99.1

Contacts:
Al Swanson
Senior Vice President — Finance
713/646-4455 — 800/564-3036

Roy Lamoreaux
Manager, Investor Relations
713/646-4222 — 800/564-3036

FOR IMMEDIATE RELEASE

Plains All American Pipeline, L.P. Announces Extension of Exchange Offer

(Houston — October 31, 2008) Plains All American Pipeline, L.P. (the “Partnership”) (NYSE: PAA) today announced that it has extended to 5:00 p.m., Eastern Time, on November 12, 2008, its offer to exchange (the “Exchange Offer”) all of its outstanding 6.50% Senior Notes due 2018 (the “Old Notes”) for its 6.50% Senior Notes due 2018 (the “New Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”). The Exchange Offer had been scheduled to expire at 5:00 p.m., Eastern Time, on October 30, 2008. As of 5:00 p.m., Eastern Time, on October 30, 2008, Old Notes in the approximate aggregate principal amount of $599,455,000, or approximately 99.91% of the outstanding issue, had been validly tendered in the Exchange Offer.

This press release shall not constitute an offer to purchase or exchange nor the solicitation of an offer to sell or exchange the Old Notes or New Notes. The Exchange Offer was made solely by the Partnership’s Prospectus dated September 25, 2008, including any supplements thereto, and is subject to certain conditions specified therein.

For more information, contact the Exchange Agent, U.S. Bank, National Association, Attn: Brandi Steward, U.S. Bank Corporate Trust Services, Specialized Finance Dept., 60 Livingston Avenue, St. Paul, Minnesota, 55107 (Facsimile: 651-495-8138).

Holders of Old Notes who do not tender before 5:00 p.m., Eastern Time, on November 12, 2008, will continue to hold unregistered securities and will have no right to compel the Partnership to register their Old Notes under the Securities Act.

Plains All American Pipeline, L.P. is a publicly traded master limited partnership engaged in the transportation, storage, terminalling and marketing of crude oil, refined products and liquefied petroleum gas and other natural gas related petroleum products. Through its 50% equity ownership in PAA/Vulcan Gas Storage LLC, the Partnership is also engaged in the development and operation of natural gas storage facilities. The Partnership is headquartered in Houston, Texas.