Plains All American Pipeline, L.P. (NYSE: PAA) announced today that it expects to report second quarter financial results that will exceed the guidance ranges for adjusted earnings before interest expense, income taxes, and depreciation and amortization ("EBITDA"), adjusted net income and adjusted net income per limited partner unit that it furnished on Form 8-K on May 3, 2006.

Based on the Partnership's strong performance in April, the current estimate for May and the forecast for the remainder of the quarter, management now expects adjusted EBITDA for the second quarter to range from $115 million to $125 million. Management estimates that adjusted net income will range from $73.3 million to $84.5 million, and that adjusted net income per diluted limited partner unit will range from $0.82 to $0.96. The mid-points of the updated ranges exceed the mid-points of previous guidance ranges by 26%, 46% and 54%, respectively. It should be noted that the Partnership, consistent with prior practice, has excluded from its guidance certain selected items that impact comparability between reporting periods. For more information on these selected items as well as information relating to the assumptions, estimates, risks and uncertainties regarding our guidance, please see the 8-K that the Partnership furnished on May 3, 2006.

Greg L. Armstrong, Chairman and CEO of the Partnership, stated that the increase in guidance was primarily attributable to increased volume forecasts on certain pipeline systems, continued strength of favorable crude oil market conditions and better-than-expected initial contributions from recently closed acquisitions. The following table compares the guidance range of the Partnership's updated second-quarter guidance versus its previous second- quarter guidance issued in conjunction with the Partnership's first-quarter 2006 earnings release (for a more detailed breakout of the Partnership's updated guidance, please refer to Exhibit A at the end of this press release.)

Three Months Ending June 30, 2006 (1)

Dollars in millions, except

per unit data Updated Guidance Previous Guidance

Low High Low High

EBITDA $106.7 $116.7 $81.7 $91.7

Net Income $65.0 $76.2 $40.0 $51.2

Net Income per Diluted

Limited Partner Unit $0.71 $0.78 $0.41 $0.55

Adjusted EBITDA $115.0 $125.0 $90.0 $100.0

Adjusted Net Income $73.3 $84.5 $48.3 $59.5

Adjusted Net Income per

Diluted Limited Partner Unit $0.82 $0.96 $0.51 $0.65

(1) See the section of this release entitled "Non-GAAP Financial Measures"

and the attached tables for discussion of EBITDA and other non-GAAP

financial measures, and reconciliations of such measures to the

comparable GAAP measures. Any reference to adjusted EBITDA, adjusted

net income or other adjusted measures is a reference to the financial

measure excluding the effect of selected items impacting

comparability, which items are identified and quantified in the

section entitled "Non-GAAP Financial Measures."

Management indicated that it will provide updated guidance for the second half of 2006 when it releases operating and financial results for the second quarter of 2006 during the first week of August.

Due to recent acquisition activities and related integration efforts and scheduling conflicts, management stated that it is rescheduling its 2006 Analyst Meeting, which was to be held in Houston, Texas, on June 6, 2006, to a date to be determined in September 2006. On May 24, 2006, the Partnership announced that it had signed a definitive agreement to acquire interests in three Gulf Coast crude oil pipeline systems from BP Oil Pipeline Company for approximately $133.5 million. Since the end of the first quarter, the Partnership has completed or announced six separate transactions for aggregate consideration of approximately $494 million. The Partnership will provide more details on the rescheduled meeting at a later date.

Armstrong noted that the base cash flow associated with the majority of these acquisitions is derived from tariff or fee-based activities. Consistent with its financial growth strategy, management intends to fund at least 50% of the capital requirements associated with these acquisition activities with equity and cash flow in excess of distributions. Based on the Partnership's strong first quarter financial results and the midpoint of the updated second quarter guidance, the Partnership's cash flow in excess of distributions in the first half of 2006 is expected to be approximately $58 million. Armstrong noted that the combination of the $58 million of expected excess cash flow and the $152 million of net equity proceeds received from direct placements in March and April will fund approximately 85% of the Partnership's equity funding target for the aggregate $494 million of acquisitions.

Plains All American Pipeline, L.P. is engaged in interstate and intrastate crude oil transportation and crude oil gathering, marketing, terminalling and storage, as well as the marketing and storage of liquefied petroleum gas and other petroleum products, in the United States and Canada. Through its 50% ownership in PAA/Vulcan Gas Storage LLC, the Partnership is also engaged in the development and operation of natural gas storage facilities. The Partnership's common units are traded on the New York Stock Exchange under the symbol "PAA." The Partnership is headquartered in Houston, Texas.

Non-GAAP Financial Measures

In this release, the Partnership's EBITDA disclosure is not presented in accordance with generally accepted accounting principles and is not intended to be used in lieu of GAAP presentations. EBITDA is presented because PAA management believes it provides additional information with respect to both the performance of our fundamental business activities as well as our ability to meet our future debt service, capital expenditures and working capital requirements. Management also believes that debt holders commonly use EBITDA to analyze Partnership performance. A reconciliation of EBITDA to net income for the referenced periods is set forth below.

Updated Previous

Dollars in millions Guidance Guidance

Three

Months Three Months Three Months

Ended Ending Ending

March 31, June 30, 2006 June 30, 2006

2006 Low High Low High

Net income reconciliation

EBITDA $100.3 $106.7 $116.7 $81.7 $91.7

Depreciation and amortization (21.6) (23.1) (22.7) (23.1) (22.7)

Earnings before interest and

taxes ("EBIT") 78.7 83.6 94.0 58.6 69.0

Interest expense (15.3) (18.6) (17.8) (18.6) (17.8)

Net Income $63.4 $65.0 $76.2 $40.0 $51.2

Selected items impacting comparability

LTIP charge $(10.6) $(8.3) $(8.3) $(8.3) $(8.3)

Cumulative effect of change in

accounting principle - LTIP 6.3 - - - -

Loss on foreign currency

revaluation (0.9) - - - -

SFAS 133 mark-to-market

adjustment (0.7) - - - -

Selected items impacting

comparability $(5.9) $(8.3) $(8.3) $(8.3) $(8.3)

Adjusted EBITDA Reconciliation

EBITDA $100.3 $106.7 $116.7 $81.7 $91.7

Selected items impacting

comparability 5.9 8.3 8.3 8.3 8.3

Adjusted EBITDA $106.2 $115.0 $125.0 $90.0 $100.0

Adjusted Net Income Reconciliation

Net Income $63.4 $65.0 $76.2 $40.0 $51.2

Selected items impacting

comparability 5.9 8.3 8.3 8.3 8.3

Adjusted Net Income $69.3 $73.3 $84.5 $48.3 $59.5

Cash Flow in Excess of Distributions

Total

Three Guidance Estimated

Months Three Months Six Months

Ended Ending Ending

March 31, June 30, 2006 June 30,

2006 Mid-Point(1) 2006

Adjusted EBITDA $106.2 $120.0

Less:

PAA /Vulcan equity in earnings (0.2) 0.7

Interest Expense 15.3 18.2

Non-cash amortization of

terminated int. rate hedges (0.4) (0.4)

Maintenance Capital 4.7 9.4

Funds flow from operations after

maintenance capex $86.8 $92.1 $178.9

Actual Distributions $57.3 $63.2 $120.5

Cash Flow in excess of

Distributions $29.5 $28.9 $58.4

(1) Mid-point is the average of the low-end and high-end of the value

ranges listed above.

Forward Looking Statements

Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from results anticipated in the forward-looking statements. These risks and uncertainties include, among other things: 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 system; declines in volumes shipped on the Basin Pipeline, Capline Pipeline and our other pipelines by us and third party shippers; the availability of adequate third party production volumes for transportation and marketing in the areas in which we operate; demand for natural gas or various grades of crude oil and resulting changes in pricing conditions or transmission throughput requirements; fluctuations in refinery capacity in areas supplied by our transmission lines; the availability of, and our ability to consummate, acquisition or combination opportunities; our access to capital to fund additional acquisitions and our ability to obtain debt or equity financing on satisfactory terms; successful integration and future performance of acquired assets or businesses and the risks associated with operating in lines of business that are distinct and separate from our historical operations; the impact of current and future laws, rulings and governmental regulations; the effects of competition; continued creditworthiness of, and performance by, counter parties; interruptions in service and fluctuations in rates of 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; the impact of crude oil and natural gas price fluctuations; shortages or cost increases of power supplies, materials or labor; weather interference with business operations or project construction; general economic, market or business conditions; and other factors and uncertainties inherent in the marketing, transportation, terminalling, gathering and storage of crude oil and liquefied petroleum gas discussed in the Partnership's filings with the Securities and Exchange Commission.

Exhibit A

The following table provides more detail on the Partnership's updated second quarter financial guidance that is referenced throughout this press release.

Updated Guidance for the

Three Months Ending

Dollars in millions except per unit data

June 30, 2006

Low High

Segment Profit $106.1 $115.9

Depreciation and amortization expense (23.1) (22.7)

Interest expense (18.6) (17.8)

Equity earnings (loss) in PAA /

Vulcan Gas Storage, LLC 0.6 0.8

Other Income (Expense) - -

Net Income $65.0 $76.2