SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Valenzuela Troy

(Last)

(First)

(Middle)

333 CLAY STREET, # 1600

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/20/2004

3. Issuer Name and Ticker or Trading Symbol
PLAINS ALL AMERICAN PIPELINE LP [ PAA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President-Environ.,H&Safe

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	6,044	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Units-Long-term incentive plan	⁽¹⁾	⁽²⁾	Common Units	10,000	⁽³⁾	D
Performance Options	⁽⁴⁾	08/01/2012	Common Units	10,000	⁽⁵⁾	D

Explanation of Responses:

1. Phantom units vest based on reaching annualized distribution thresholds (50% at $2.30 and 50% at $2.50)

2. Date of Reporting Person's termination of employment with the Issuer or it affiliates.

3. One common unit is deliverable, upon vesting, for each phantom unit that vests.

4. Options vest in four equal installments upon reaching annualized distribution levels of $2.10, $2.30, $2.50 and $2.70. The first vesting occurred on 4/8/02

5. Strike price for each unit equals $22 less 80% of each per unit distribution after, and including the distribution on, August 14, 2001

Remarks:

	Troy Valenzuela	05/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.