Edgar Filing: PLAINS ALL AMERICAN PIPELINE LP

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1)

PLAINS ALL AMERICAN PIPELINE, LP
........................................................................
(Name of Issuer)

COMMON UNITS
........................................................................
(Title of Class of Securities)

726503105
........................................................................
(CUSIP Number)

DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
(310) 556-2721
........................................................................
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

01-20-05
........................................................................
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP NO. 726503105 SCHEDULE 13D PAGE 2 OF 7 PAGES

................................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

RICHARD A. KAYNE - 124-34-0063
................................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
................................................................................
3 SEC USE ONLY
................................................................................
4 SOURCE OF FUNDS

AF PF
................................................................................
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
................................................................................
6 CITIZENSHIP OR PLACE OF ORGANIZATION

A U.S. CITIZEN
................................................................................
7 SOLE VOTING POWER

NUMBER OF 235,730
SHARES .....................................................
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 4,659,591
PERSON WITH .....................................................
9 SOLE DISPOSITIVE POWER

235,730
.....................................................
10 SHARED DISPOSITIVE POWER

4,659,591
................................................................................
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,895,321
................................................................................
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]

................................................................................
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.80%
................................................................................
12 TYPE OF REPORTING PERSON

IN
................................................................................

CUSIP NO. 726503105 SCHEDULE 13D PAGE 3 OF 7 PAGES

................................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379
................................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
................................................................................
3 SEC USE ONLY
................................................................................
4 SOURCE OF FUNDS

A CALIFORNIA LIMITED PARTNERSHIP
................................................................................
7 SOLE VOTING POWER

NUMBER OF 0
SHARES .....................................................
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY

EACH REPORTING 4,659,591
PERSON WITH .....................................................
9 SOLE DISPOSITIVE POWER

.....................................................
10 SHARED DISPOSITIVE POWER

4,659,591

................................................................................
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

4,659,591
................................................................................
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
................................................................................
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

7.43%
................................................................................
12 TYPE OF REPORTING PERSON

IA
................................................................................

United States
Securities and Exchange Commission

SCHEDULE 13D
AMENDMENT NO.

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

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"), a
publicly traded closed-end fund, 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.

c. 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.

d. 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. Vice President of KAIM

RALPH C. WALTER. Chief Operating Officer of KAIM and KA Holdings.

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
have acquired additional shares of Issuer's outstanding Common Units.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

a. As of January 21, 2005, Mr. Kayne beneficially owns 4,895,321 Common Units,
or approximately 7.80% of the outstanding Common Units. Of those Common Units,
KACALP, as general partner of or investment adviser to investment funds
accounts, beneficially owns 4,659,591 Common Units, or approximately 7.43% of
the outstanding Common Units. Included in the above Common Unit numbers are
1,460,565 Common Units acquirable currently upon conversion of Series C Common
Units of the Issuer.

b. (i) Mr. Kayne has the sole power to vote and dispose, or direct the
disposition, of 235,730 Common Units, and (ii) Mr. Kayne and KACALP have the
shared power to vote and dispose, or direct the disposition, of 4,659,591 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:

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

11/30/04 buy 20,000 37.01 open market
12/02/04 buy 19,900 35.78 open market
12/03/04 buy 20,300 35.77 open market
12/06/04 buy 20,000 35.39 open market
12/07/04 buy 10,000 35.53 open market
12/08/04 buy 5,000 35.42 open market
12/09/04 buy 10,500 35.75 open market
12/10/04 buy 2,100 36.09 open market
12/13/04 buy 8,400 36.10 open market
12/14/04 buy 10,000 36.25 open market
12/15/04 buy 4,000 36.27 open market
12/16/04 buy 30,000 36.28 open market
12/17/04 buy 1,600 35.97 open market
12/20/04 buy 21,900 35.99 open market
12/21/04 buy 10,000 36.05 open market
12/23/04 buy 275 36.50 open market
01/10/05 buy 20,000 37.13 open market
01/12/05 buy 10,000 37.54 open market
01/21/05 buy 6,500 39.07 open market

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.

JANUARY 24, 2005
------------------------------------------------
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