Kayne Anderson Capital SC 13D/A 02-13-2006 (Plains All American)

CUSIP NO. 726503105

SCHEDULE 13D

PAGE 2 OF 7 PAGES

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION A CALIFORNIA LIMITED PARTNERSHIP
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ______________	7.	SOLE VOTING POWER 0
	8.	SHARED VOTING POWER 8,952,169
	9.	SOLE DISPOSITIVE POWER 0
	10.	SHARED DISPOSITIVE POWER 8,952,169
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,952,169
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.18%
14.	TYPE OF REPORTING PERSON IA

CUSIP NO. 726503105

SCHEDULE 13D

PAGE 3 OF 7 PAGES

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) RICHARD A. KAYNE -
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) o
3.	SEC USE ONLY
4.	SOURCE OF FUNDS AF PF
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION A U.S. CITIZEN
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ______________	7.	SOLE VOTING POWER 270,365
	8.	SHARED VOTING POWER 8,952,169
	9.	SOLE DISPOSITIVE POWER 270,365
	10.	SHARED DISPOSITIVE POWER 8,952,169
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,238,534
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.44%
14.	TYPE OF REPORTING PERSON IN

United States

Securities and Exchange Commission

Schedule 13D

Amendment No 5.

*********************

Item 1. Security and Issuer

Common Units, $0.10 par value.

Plains All American Pipeline, LP

333 Clay Street, Suite 1600

Houston, TX 77002

Item 2. Identity and Background

The Reporting Persons include Kayne Anderson Capital Advisors, L.P. and Richard A. Kayne.

a.	Kayne Anderson Capital Advisors, L.P.

Kayne Anderson Capital Advisors, L.P. (“KACALP”), a California limited partnership, is an investment adviser registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940. It serves as sole general partner of and investment adviser to various investment partnerships holding the issuer’s Common Units. KACALP also serves as investment adviser to Kayne Anderson MLP Investment Company (“KAMIC”), Kayne Anderson Energy Total Return Fund (“KATRF”), and Kayne Anderson Energy Development Company (“KED”), publicly traded closed-end funds, and a small number of separate account clients which hold the issuer’s Common Stock.

Kayne Anderson Investment Management, Inc. (“KAIM”), a Nevada corporation, is the sole general partner of KACALP. KAIM is owned by KA Holdings, Inc. (“KA Holdings”), a California corporation, the shareholders of which are Richard A. Kayne and John E. Anderson. The principal business address of the Reporting Persons, KAIM and KA Holdings is 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067.

b.	Richard A. Kayne

Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and Director of KAIM and KA Holdings.

Mr. Kayne also serves as Co-Management Chair and Chief Executive Officer of Kayne Anderson Rudnick Investment Management, LLC, a California limited liability company (“KARIM”), and President and Director of KA Associates, Inc., a Nevada corporation (“KAA”). KARIM is a registered investment adviser. KAA is a registered broker/dealer. The principal business address of KARIM and KAA is 1800 Avenue of the Stars, Second Floor, Los Angeles, CA 90067.

None of the Reporting Persons, KAIM or KA Holdings has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years, nor has any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law during the last five years.

The following additional persons are officers and/or directors of one or more of KAIM and KA Holdings. (KACALP, a limited partnership, does not have any officers or directors.) Each such person is a U.S. citizen whose address is, unless noted otherwise, 1800 Avenue of the Stars, Second Floor, Los Angeles, California 90067. None of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years, nor has any of them been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such law during the last five years.

John E. Anderson.

Chairman of Topa Equities, Ltd., a diversified investment company located at 1800 Avenue of the Stars, Suite 1400, Los Angeles, California 90067. Mr. Anderson is Director of KAIM and KA Holdings.

Howard M. Zelikow.

Vice President and Director of KAIM

Robert V. Sinnott.

President of KAIM

David J. Shladovsky.

General Counsel and Secretary of KAIM and KA Holdings.

John F. Daley.

Chief Financial Officer and Treasurer of KAIM and KA Holdings.

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

This Schedule 13D is filed for purposes of disclosing that the Reporting Persons no longer have voting or disposition control over common units identified in item 5c.

Item 5. Interest in Securities of the Issuer

a. As of February 13, 2007, Mr. Kayne beneficially owns 9,238,534 Common Units, or approximately 8.44% of the outstanding Common Units. Of those Common Units, KACALP, as general partner of or investment adviser to investment funds accounts, beneficially owns 8,952,169 Common Units, or approximately 8.18% of the outstanding Common Units.

b. (i) Mr. Kayne has the sole power to vote and dispose, or direct the disposition, of 270,365 Common Units, and (ii) Mr. Kayne and KACALP have the shared power to vote and dispose, or direct the disposition, of 8,952,169 Common Units.

The Common Units over which Mr. Kayne has sole voting and dispositive power are held by him directly or by accounts for which he serves as trustee or custodian. The Common Units over which Mr. Kayne and KACALP have shared voting and dispositive power are held by accounts for which KACALP serves as general partner or investment adviser.

KACALP disclaims beneficial ownership of the Common Units reported, except those Common Units attributable to it by virtue of its general partner interests in the limited partnerships holding such shares. Mr. Kayne disclaims beneficial ownership of the Common Units reported, except those Common Units held by him or attributable to him by virtue of his limited partner interests in such limited partnerships, by virtue of his indirect interest in the interest of KACALP in such limited partnerships and by his ownership of shares in KAMIC.

c. The following transactions in the Common Units beneficially owned by the Reporting Persons were effected in the last 60 days:

Date	Common Stock # of shares	Stock Price	Where/how transaction effected

12/15/06	188,941	N/A	Release of Pledge in connection with partnership liquidation

d. Not applicable

e. Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 7. Material to Be Filed as Exhibits.

None.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 13, 2007

Date

/S/ Richard A. Kayne

Richard A. Kayne

KAYNE ANDERSON CAPITAL ADVISORS, L.P.

By:	Kayne Anderson Investment Management, Inc.


	By:	/S/ David J. Shladovsky
		David J. Shladovsky, Secretary

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)

This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and between the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

/S/ Richard A. Kayne

Richard A. Kayne

/S/ David J. Shladovsky

Kayne Anderson Capital Advisors, L.P., by

David J. Shladovsky, Secretary of

Kayne Anderson Investment Management, Inc.,

general partner

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