##### Table of Contents





As filed with the Securities and Exchange Commission on
    July 13, 2011
 
 
 Registration No. 333-174590
 
 
  UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 
 Amendment No. 1
 
 
 to
 
 Form S-3
 REGISTRATION STATEMENT UNDER
    THE SECURITIES ACT OF 1933
 PAA Natural Gas Storage,
    L.P.
 PNG Finance Corp.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware
    Delaware

27-1679071
    45-2276387(State or Other Jurisdiction of
    Incorporation or Organization)

(I.R.S. Employer Identification
    Number)   333 Clay Street, Suite 1500
 Houston, Texas 77002
 (713) 646-4100
 (Address, Including Zip Code,
    and Telephone Number, including Area Code, of Registrants
    Principal Executive Offices)
  Richard McGee
 333 Clay Street, Suite 1500
 Houston, Texas 77002
 (713) 646-4100
 (713) 646-4313 (fax)
 (Name, Address, Including Zip
    Code, and Telephone Number, Including Area Code, of Agent for
    Service)
 Copy to:
 D. Alan Beck, Jr.
 Vinson & Elkins L.L.P.
 First City Tower
 1001 Fannin Street, Suite 2500
 Houston, Texas 77002
 (713) 758-2222
 (713) 615-5620
    (fax)
   Approximate date of commencement of proposed sale to the
    public:
  o
 
  þ
 
  o
  o
  o
  o
 
   
  
 Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ(Do not check if a smaller
    reporting company)

Smaller reporting
    company o  
  Each Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrants shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act or until the Registration Statement shall
    become effective on such date as the Securities and Exchange
    Commission, acting pursuant to said Section 8(a) of the
    Securities Act, may determine.




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The information in
this prospectus is not complete and may be changed. Neither we
nor the selling unitholder may sell these securities until the
registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not
permitted.


SUBJECT TO COMPLETION, DATED
    JULY 13, 2011
 
 PROSPECTUS
  PAA Natural Gas Storage,
    L.P.
 PNG Finance Corp.
  Common Units Representing Limited
    Partner Interests
 Debt Securities
      
   
    Investing in our securities involves a high degree of risk.
    Limited partnerships are inherently different from corporations.
    You should carefully consider the risks relating to investing in
    our securities and each of the other risk factors described
    under Risk Factors on page 2 of this prospectus
    before you make an investment in our securities.
  Neither the Securities and Exchange Commission nor any state
    securities commission has approved or disapproved these
    securities or determined if this prospectus is truthful or
    complete. Any representation to the contrary is a criminal
    offense.




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##### 



TABLE OF
    CONTENTS
   
 ABOUT THIS PROSPECTUS


iiWHERE YOU
    CAN FIND MORE INFORMATION


iiFORWARD-LOOKING
    STATEMENTS


iiiWHO WE
    ARE


1RISK
    FACTORS


2USE OF
    PROCEEDS


3RATIO OF
    EARNINGS TO FIXED CHARGES


4DESCRIPTION
    OF OUR DEBT SECURITIES


5DESCRIPTION
    OF OUR COMMON UNITS


12DESCRIPTION
    OF OUR CASH DISTRIBUTION POLICY


13DESCRIPTION
    OF OUR PARTNERSHIP AGREEMENT


19MATERIAL
    INCOME TAX CONSEQUENCES


27TAX
    CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES


39SELLING
    UNITHOLDER


40PLAN OF
    DISTRIBUTION


42LEGAL
    MATTERS


44EXPERTS


44EX-5.1EX-23.1EX-23.2      In making your investment decision, you should rely only on
    the information contained or incorporated by reference in this
    prospectus and in any prospectus supplement. Neither we nor the
    selling unitholder has authorized any other person to provide
    you with any other information. If anyone provides you with
    different or inconsistent information, you should not rely on
    it.
  You should not assume that the information contained in this
    prospectus or in any prospectus supplement is accurate as of any
    date other than the date on the front cover of those documents.
    You should not assume that the information contained in the
    documents incorporated by reference in this prospectus or in any
    prospectus supplement is accurate as of any date other than the
    respective dates of those documents. Our business, financial
    condition, results of operations and prospects may have changed
    since those dates. We will disclose any material changes in our
    affairs in an amendment to this prospectus, a prospectus
    supplement or a future filing with the Securities and Exchange
    Commission (the SEC) incorporated by reference in
    this prospectus.
    i




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ABOUT
    THIS PROSPECTUS   
   
      WHERE YOU
    CAN FIND MORE INFORMATION  1-800-SEC-0330. http://www.sec.gov. Form 10-K, Form 10-Q, Form 8-K
     ii




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
    Annual Report on
    Form 10-K
    for the year ended December 31, 2010 (File
    No. 001-34722);
    Quarterly Report on
    Form 10-Q
    for the quarter ended March 31, 2011 (File
    No. 001-34722);
    Current Report on
    Form 8-K
    filed with the SEC on January 20, 2011 (File
    No. 001-34722)
    (documentation relating to private placement of common units);
    Current Report on
    Form 8-K
    filed (other than Items 7.01 and 9.01, which were
    furnished) with the SEC on February 14, 2011 (File
    No. 001-34722)
    (completion of Southern Pines Acquisition, entry into promissory
    note, completion of private placement of common units);
    Current Report on
    Form 8-K
    filed with the SEC on March 15, 2011 (File
    No. 001-34722)
    (amendment to credit agreement);
    Amendment No. 1 to Current Report on
    Form 8-K/A
    filed with the SEC on April 15, 2011 (File
    No. 001-34722)
    (financial statements and pro forma financial information
    regarding the Southern Pines Acquisition);
    Current Report on
    Form 8-K
    filed with the SEC on May 25, 2011 (File
    No. 001-34722)
    (pro forma financial statements); and
    The description of our common units contained in our
    Form 8-A
    filed with the SEC on April 27, 2010 and any subsequent
    amendment thereto filed for the purpose of updating such
    description (File
    No. 001-34722).       (713) 646-4100
     FORWARD-LOOKING
    STATEMENTS    
    the impact of operational and commercial factors that could
    result in an inability on our part to satisfy our contractual
    commitments and obligations, including the impact of equipment
    performance, cavern operating pressures and cavern temperature
    variances;
    risks related to the development and operation of natural gas
    storage facilities;
    failure to implement or execute planned internal growth projects
    on a timely basis and within targeted cost projections;
    interruptions in service and fluctuations in tariffs or volumes
    on third party pipelines; iii




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
    general economic, market or business conditions and the
    amplification of other risks caused by volatile financial
    markets, capital constraints and pervasive liquidity concerns;
    the successful integration and future performance of acquired
    assets or businesses;
    our ability to obtain debt or equity financing on satisfactory
    terms to fund additional acquisitions, expansion projects,
    working capital requirements and the repayment or refinancing of
    indebtedness;
    the impact of current and future laws, rulings, governmental
    regulations, accounting standards and statements and related
    interpretations;
    significantly reduced volatility in natural gas markets for an
    extended period of time;
    factors affecting demand for natural gas and natural gas storage
    services and the rates we are able to charge for such services;
    our ability to maintain or replace expiring storage contracts at
    attractive rates and on other favorable terms;
    the effects of competition;
    shortages or cost increases of supplies, materials or labor;
    weather interference with business operations or project
    construction;
    our ability to receive open credit from our suppliers and trade
    counterparties;
    continued creditworthiness of, and performance by, our
    counterparties, including financial institutions and trading
    companies with which we do business;
    the effectiveness of our risk management activities;
    the availability of, and our ability to consummate, acquisition
    or combination opportunities;
    environmental liabilities or events that are not covered by an
    indemnity, insurance or existing reserves;
    increased costs or unavailability 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 plan;
    future developments and circumstances at the time distributions
    are declared; and
    other factors and uncertainties inherent in the development and
    operation of natural gas storage facilities.  Form 10-K No. 001-34722),
     iv




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WHO WE
    ARE  As used in this prospectus and unless the context indicates
    otherwise, the terms the Partnership,
    PNG, we, us, and
    our and similar terms refer to PAA Natural Gas
    Storage, L.P. and its subsidiaries. References to PNG
    Finance are to PNG Finance Corp., a wholly owned
    subsidiary of PNG that may act as co-issuer of any debt
    securities offered by this prospectus. References to our
    general partner, as the context requires, include
    only PNGS GP LLC. As used in this prospectus and unless the
    context indicates otherwise, the term selling
    unitholder refers to Plains All American Pipeline, L.P.,
    the sole member of our general partner.
  General
        Organizational
    History, Partnership Structure and Management
    Form S-1 No. 333-164492).
 
   
  (713) 646-4100.
 1




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RISK
    FACTORS  Form 10-K No. 001-34722)
 2




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USE OF
    PROCEEDS     3




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RATIO OF
    EARNINGS TO FIXED CHARGES    Predecessor
    (1)Period from

Period fromThree



September 3,

January 1,Months



2009

2009Ended

Year Ended

through

through

Year Ended

Year Ended

Year EndedMarch 31,

December 31,

December 31,

September 2,

December 31,

December 31,

December 31,2011

2010

2009

2009

2008

2007

2006Ratio of Earnings to Fixed Charges

2.02x

2.46x

(2)

1.28x

1.01x

(2)

1.36x     (1)
    
    Represents data from our predecessor, PAA Natural Gas Storage,
    LLC, prior to PAAs acquisition of a controlling interest
    in us on September 3, 2009. For further discussion, please
    see Note 1 to the consolidated financial statements
    included in PNGs Annual Report on
    Form 10-K
    for the year ended December 31, 2010.(2)
    
    During the period noted, our ratio coverage was less than 1:1.
    We would have needed to generate additional earnings of
    approximately $2.8 million and $1.9 million during the
    period from September 3, 2009 to December 31, 2009 and
    the year ended December 31, 2007, respectively, to achieve
    a coverage of 1:1. 4




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DESCRIPTION
    OF OUR DEBT SECURITIES  General
    
    our direct general obligations;
    either senior debt securities or subordinated debt
    securities; and 
  
    issued under separate indentures (which may be existing
    indentures) between us and U.S. Bank National Association,
    as Trustee. 
      Specific
    Terms of Each Series of Debt Securities in the Prospectus
    Supplement
    
    whether PNG Finance will be a co-issuer of the debt securities; 
  
    whether the debt securities are senior or subordinated debt
    securities; 
  
    the title of the debt securities;
    the total principal amount of the debt securities;
    the assets, if any, that are pledged as security for the payment
    of the debt securities;
    whether we will issue the debt securities in individual
    certificates to each holder in registered form, or in the form
    of temporary or permanent global securities held by a depositary
    on behalf of holders;
    the prices at which we will issue the debt securities;
    the portion of the principal amount that will be payable if the
    maturity of the debt securities is accelerated;
    the currency or currency unit in which the debt securities will
    be payable, if not U.S. dollars;
    the dates on which the principal of the debt securities will be
    payable;
    the interest rate that the debt securities will bear and the
    interest payment dates for the debt securities;
    any conversion or exchange provisions;
    any optional redemption provisions;
    any sinking fund or other provisions that would obligate us to
    repurchase or otherwise redeem the debt securities;
    any changes to or additional events of default or
    covenants; and
    any other terms of the debt securities. 5




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Consolidation,
    Merger or Asset Sale
      
    the remaining or acquiring entity must be organized under the
    laws of the United States, any state or the District of
    Columbia; provided that PNG Finance may not merge or consolidate
    with or into another entity other than a corporation satisfying
    such requirement for so long as PNG is not a corporation;
    the remaining or acquiring entity must assume the issuers
    obligations under the indenture; and
    immediately after giving effect to the transaction, no Default
    or Event of Default (as defined under  Events
    of Default and Remedies below) may exist.    No
    Protection in the Event of a Change of Control
    Modification
    of Indentures
    
    reduce the percentage in principal amount of debt securities of
    any series whose holders must consent to an amendment,
    supplement or waiver;
    reduce the principal of or change the fixed maturity of any debt
    security;
    reduce or waive the premium payable upon redemption or alter or
    waive the provisions with respect to the redemption of the debt
    securities (except as may be permitted in the case of a
    particular series of debt securities);
    reduce the rate of or change the time for payment of interest on
    any debt security;
    waive a Default or an Event of Default in the payment of
    principal of or premium, if any, or interest on the debt
    securities (except a rescission of acceleration of the debt
    securities by the holders of a majority in aggregate principal
    amount of the debt securities and a waiver of the payment
    default that resulted from such acceleration);
    except as otherwise permitted under the indenture, release any
    security that may have been granted with respect to the debt
    securities; 6




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
    make any debt security payable in currency other than that
    stated in the debt securities;
    in the case of any subordinated debt security, make any change
    in the subordination provisions that adversely affects the
    rights of any holder under those provisions;
    make any change in the provisions of the indenture relating to
    waivers of past Defaults or the rights of holders of debt
    securities to receive payments of principal of or premium, if
    any, or interest on the debt securities; 
  
    waive a redemption payment with respect to any debt security
    (except as may be permitted in the case of a particular series
    of debt securities); or 
 
  
    make any change in the preceding amendment, supplement and
    waiver provisions (except to increase any percentage set forth
    therein). 
    
    to establish the form of terms of any series of debt securities;
    to cure any ambiguity, defect or inconsistency;
    to provide for uncertificated notes in addition to or in place
    of certificated notes; 
  
    to provide for the assumption of an issuers obligations to
    holders of debt securities in the case of a merger or
    consolidation or disposition of all or substantially all of such
    issuers assets; 
  
    in the case of any subordinated debt security, to make any
    change in the subordination provisions that limits or terminates
    the benefits applicable to any holder of Senior Indebtedness of
    PNG; 
  
    to make any changes that would provide any additional rights or
    benefits to the holders of debt securities or that do not, taken
    as a whole, adversely affect the rights under the indenture of
    any holder of debt securities; 
  
    to comply with requirements of the SEC in order to effect or
    maintain the qualification of the indenture under the Trust
    Indenture Act;
    to evidence or provide for the acceptance of appointment under
    the indenture of a successor Trustee;
    to add any additional Events of Default; or 
  
    to secure the debt securities. 
  Events of
    Default and Remedies
    
    failure to pay when due the principal of or any premium on any
    debt security of that series;
    failure to pay, within 60 days of the due date, interest on
    any debt security of that series;
    failure to pay when due any sinking fund payment with respect to
    any debt securities of that series;
    failure on the part of the issuers to comply with the covenant
    described under  Consolidation, Merger or Asset
    Sale;
    failure to perform any other covenant in the indenture that
    continues for 30 days after written notice is given to the
    issuers;
    certain events of bankruptcy, insolvency or reorganization of an
    issuer; or
    any other Event of Default provided under the terms of the debt
    securities of that series.   7




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No Limit
    on Amount of Debt Securities
    Registration
    of Notes
    Minimum
    Denominations
    No
    Personal Liability
 
   
  Payment
    and Transfer
       8




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Exchange,
    Registration and Transfer
      
    issue, register the transfer of, or exchange debt securities of
    a series either during a period beginning 15 business days prior
    to the selection of debt securities of that series for
    redemption and ending on the close of business on the day of
    mailing of the relevant notice of redemption or repurchase, or
    between a record date and the next succeeding interest payment
    date; or
    register the transfer of or exchange any debt security called
    for redemption, except the unredeemed portion of any debt
    security we are redeeming in part.  Provisions
    Relating only to the Senior Debt Securities
    Provisions
    Relating only to the Subordinated Debt Securities
  Subordinated
    Debt Securities Subordinated to Senior Indebtedness
    Payment
    Blockages
    
    we or our property is involved in any voluntary or involuntary
    liquidation or bankruptcy;
    we fail to pay the principal, interest, any premium or any other
    amounts on any Senior Indebtedness of PNG within any applicable
    grace period or the maturity of such Senior Indebtedness is
    accelerated following any other default, subject to certain
    limited exceptions set forth in the subordinated
    indenture; or
    any other default on any Senior Indebtedness of PNG occurs that
    permits immediate acceleration of its maturity, in which case a
    payment blockage on the subordinated debt securities will be
    imposed for a maximum of 179 days at any one time.  No
    Limitation on Amount of Senior Debt
    Book
    Entry, Delivery and Form
 
   
 9




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
    DTC notifies us that it is unwilling or unable to continue as
    depositary or if DTC ceases to be a clearing agency registered
    under applicable law and in either event a successor depositary
    is not appointed by us within 90 days; or 
  
    we determine not to require all of the debt securities of a
    series to be represented by a global debt security.  Satisfaction
    and Discharge; Defeasance
       10




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The
    Trustee
    Resignation
    or Removal of Trustee
      Limitations
    on Trustee if it is a Creditor
 
   
  Certificates
    and Opinions to be Furnished to Trustee
    Governing
    Law
   11




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DESCRIPTION
    OF OUR COMMON UNITS   
   
  Transfer
    Agent and Registrar
    Voting
    Transfer
    of Common Units, Status as Limited Partner or Assignee
      
    represents that the transferee has the capacity, power and
    authority to become bound by our partnership agreement;
    automatically agrees to be bound by the terms and conditions of,
    and is deemed to have executed, our partnership
    agreement; and
    is deemed to have given the consents and approvals contained in
    our partnership agreement.       12




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DESCRIPTION
    OF OUR CASH DISTRIBUTION POLICY      Distributions
    of Available Cash
    less
  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to unitholders for any one or
    more of the next four quarters.    Distributable
    Cash Flow and Capital Surplus
    Distributable Cash Flow.
  
    net income; plusor minus(as applicable)
    any amounts necessary to offset the impact of any items included
    in net income that do not impact the amount of available cash;
    plus
    any acquisition-related expenses deducted from net income and
    associated with (a) successful acquisitions or (b) any
    other potential acquisitions that have not been abandoned;
    minus
    any acquisition-related expenses covered by the immediately
    preceding clause that relate to (a) potential acquisitions
    that have since been abandoned or (b) potential
    acquisitions that have not been consummated within one year
    following the date such expense was incurred (except that if the
    potential acquisition is the subject of a pending purchase and
    sale agreement as of such one-year date, such one-year period of
    time shall be extended until the first to occur of the
    termination of such purchase and sale agreement or the first day
    following the closing of the acquisition contemplated by such
    purchase and sale agreement); and minus
    maintenance capital expenditures.   13




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Capital Surplus.
  General
    Partner Interest and Incentive Distribution Rights
      Effect of
    Issuance of Additional Units
    Minimum
    Quarterly Distributions of Available Cash
        Distributions
    from Distributable Cash Flow
    
    first, 98.0% to the holders of common units and 2.0% to
    our general partner, until each common unit has received the
    minimum quarterly distribution, plusany arrearages from
    prior quarters; and 14




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
    second, 98.0% to the holders of Series A
    subordinated units and 2.0% to our general partner, until each
    Series A subordinated unit has received the minimum
    quarterly distribution.    Distributions
    from Capital Surplus
    
    first, 98.0% to all common unitholders and Series A
    subordinated unitholders, pro rata, and 2.0% to our general
    partner, until we distribute for each common unit, an amount of
    available cash from capital surplus equal to the initial public
    offering price;
    second, 98.0% to the common unitholders, pro rata, and
    2.0% to our general partner, until we distribute for each common
    unit, an amount of available cash from capital surplus equal to
    any unpaid arrearages in payment of the minimum quarterly
    distribution on the common units; and
    thereafter, we will make all distributions of available
    cash from capital surplus as if they were from distributable
    cash flow.  Allocation
    of Incentive Distribution Rights
    
    first, 85.0% to all common unitholders and Series A
    subordinated unitholders, pro rata, and 15.0% to our general
    partner, until each such unitholder receives a total of
    approximately $0.37125 per unit for that quarter (the
    first target distribution);
    second, 75.0% to all common unitholders and Series A
    subordinated unitholders, pro rata, and 25.0% to our general
    partner, until each such unitholder receives a total of
    approximately $0.50625 per unit for that quarter (the
    second target distribution); and
    thereafter, 50.0% to all common unitholders and
    Series A subordinated unitholders, pro rata, and 50.0% to
    our general partner.    Adjustments
    to Incentive Distribution Rights; General Partners Right
    to Reset Incentive Distribution Levels
   15




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
    first, 98.0% to all common unitholders, pro rata, and 2.0% to
    our general partner, until each such unitholder receives an
    amount per unit equal to the reset minimum quarterly
    distribution for that quarter;
    second, 85.0% to all common unitholders, pro rata, and 15.0% to
    our general partner, until each such unitholder receives an
    amount per unit equal to 110% of the reset minimum quarterly
    distribution for the quarter;
    third, 75.0% to all common unitholders, pro rata, and 25.0% to
    our general partner, until each such unitholder receives an
    amount per unit equal to 150% of the reset minimum quarterly
    distribution for the quarter; and
    thereafter, 50.0% to all common unitholders, pro rata, and 50.0%
    to our general partner.    Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels
    
    the minimum quarterly distribution;
    the target distribution levels; 16




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
    the unrecovered initial unit price; and
    the number of Series A subordinated units and Series B
    subordinated units.    plus
  Distribution
    of Cash Upon Liquidation
        Manner of Adjustment for Gain.
  
    first, to our general partner and the holders of units
    who have negative balances in their capital accounts to the
    extent of and in proportion to those negative balances;
    second, 98.0% to the common unitholders, pro rata, and
    2.0% to our general partner, until the capital account for each
    common unit is equal to the sum of: (1) the unrecovered
    initial unit price; (2) the amount of the minimum quarterly
    distribution for the quarter during which our liquidation
    occurs; and (3) any unpaid arrearages in payment of the
    minimum quarterly distribution;
    third, 98.0% to the Series A subordinated
    unitholders, pro rata, and 2.0% to our general partner, until
    the capital account for each Series A subordinated unit is equal
    to the sum of: (1) the unrecovered initial unit price; and
    (2) the amount of the minimum quarterly distribution for
    the quarter during which our liquidation occurs;
    fourth, 85.0% to all common unitholders and Series A
    subordinated unitholders, pro rata, and 15.0% to our general
    partner, until we allocate under this paragraph an amount per
    unit equal to: (1) the sum of the excess of the first 17




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target distribution per unit over the minimum quarterly
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from distributable cash flow in excess of the
    minimum quarterly distribution per unit that we distributed
    85.0% to our unitholders, pro rata, and 15.0% to our general
    partner for each quarter of our existence;  
    fifth, 75.0% to all common unitholders and Series A
    subordinated unitholders, pro rata, and 25.0% to our general
    partner, until we allocate under this paragraph an amount per
    unit equal to: (1) the sum of the excess of the second
    target distribution per unit over the first target distribution
    per unit for each quarter of our existence; less (2) the
    cumulative amount per unit of any distributions of available
    cash from distributable cash flow in excess of the first target
    distribution per unit that we distributed 75.0% to our
    unitholders, pro rata, and 25.0% to our general partner for each
    quarter of our existence; and
    thereafter, 50.0% to all common unitholders and
    Series A subordinated unitholders, pro rata, and 50.0% to
    our general partner.    Manner of Adjustments for Losses.
  
    first, 98.0% to holders of Series A subordinated
    units in proportion to the positive balances in their capital
    accounts and 2.0% to our general partner, until the capital
    accounts of the Series A subordinated unitholders have been
    reduced to zero;
    second, 98.0% to the holders of common units in
    proportion to the positive balances in their capital accounts
    and 2.0% to our general partner, until the capital accounts of
    the common unitholders have been reduced to zero; and
    thereafter, 100.0% to our general partner.      Adjustments to Capital Accounts.
 18




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DESCRIPTION
    OF OUR PARTNERSHIP AGREEMENT    
    rights of holders of common units are described under
    Description of Our Common Units;
    distributions of our available cash are described under
    Description of Our Cash Distribution Policy; and
    allocations of taxable income and other tax matters are
    described under Material Income Tax Consequences.  Purpose
      Cash
    Distributions
    Capital
    Contributions
      Meetings;
    Voting
     19




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Limited
    Liability
  plus
  
    to remove or replace our general partner;
    to approve some amendments to our partnership agreement; or
    to take other action under our partnership agreement;     20




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Issuance
    of Additional Securities
          Amendments
    to Our Partnership Agreement
       21




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Withdrawal
    or Removal of Our General Partner
      2 3 1 3
    
    the subordination period will end, and all outstanding
    Series A subordinated units will immediately convert into
    common units on a one-for-one basis;
    each Series B subordinated unit will immediately convert
    into one common unit;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests
    based on the fair market value of those interests at that time.   22




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Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets
        Termination
    and Dissolution
    
    the election of our general partner to dissolve us, if approved
    by the holders of units representing a unit majority;
    there being no limited partners, unless we are continued without
    dissolution in accordance with applicable Delaware law;
    the entry of a decree of judicial dissolution of our
    partnership; or
    the withdrawal or removal of our general partner or any other
    event that results in its ceasing to be our general partner
    other than by reason of a transfer of its general partner
    interest in accordance with our partnership agreement or its
    withdrawal or removal following the approval and admission of a
    successor.    
    the action would not result in the loss of limited liability of
    any limited partner; and 23




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
    neither our partnership nor any of our subsidiaries would be
    treated as an association taxable as a corporation or otherwise
    be taxable as an entity for federal income tax purposes upon the
    exercise of that right to continue.  Liquidation
    and Distribution of Proceeds
      Change of
    Management Provisions
    
    generally, if a person or group (other than our general partner
    and its affiliates) acquires beneficial ownership of 20.0% or
    more of any class of units then outstanding, that person or
    group loses voting rights on all of its units, unless the units
    are acquired directly from our general partner or its affiliates
    or any transferee of that person or group that is approved by
    our general partner or to any person or group who acquires the
    units with the prior approval of the board of directors of our
    general partner; and
    provisions limiting the ability of unitholders to call meetings
    or to acquire information about our operations, as well as other
    provisions limiting our unitholders ability to influence
    the manner or direction of management.  Limited
    Call Right
    
    the highest price paid by our general partner or any of its
    affiliates for any limited partner interests of the class
    purchased within the 90 days preceding the date on which
    our general partner first mails notice of its election to
    purchase those limited partner interests; and
    the average of the daily closing prices of the partnership
    securities of such class over the 20 trading days preceding the
    date three days before the date the notice is mailed.      Indemnification
    
    our general partner; 24




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
    any departing general partner;
    any person who is or was an affiliate of our general partner or
    any departing general partner;
    any person who is or was a director, officer, member, partner,
    fiduciary or trustee of any entity set forth in the preceding
    three bullet points;
    any person who is or was serving as director, officer, member,
    partner, fiduciary or trustee of another person at the request
    of our general partner, any departing general partner, an
    affiliate of our general partner or an affiliate of any
    departing general partners; and
    any person designated by our general partner.    Reimbursement
    of Expenses of Our General Partner
    Books and
    Reports
    Right to
    Inspect Our Books and Records
      
    a current list of the name and last known address of each
    partner;
    a copy of our tax returns;
    information as to the amount of cash and a description and
    statement of the agreed value of any other property or services,
    contributed or to be contributed by each partner and the date on
    which each became a partner;
    copies of our partnership agreement, our certificate of limited
    partnership, amendments to either of them and powers of attorney
    which have been executed under our partnership agreement; 25




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
    information regarding the status of our business and financial
    condition; and
    any other information regarding our affairs as is just and
    reasonable.    Registration
    Rights
   26




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MATERIAL
    INCOME TAX CONSEQUENCES    non-U.S. persons, non-U.S. tax
      Taxation
    of the Partnership
  Partnership Status.
   27




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Tax
    Consequences of Unit Ownership
  Limited Partner Status.
  Flow-Through of Taxable Income.
  Basis of Units.
 28




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Treatment of Distributions.
      Limitations on Deductibility of Losses.
     29




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Limitations on Interest Deductions.
  
    interest on indebtedness properly allocable to property held for
    investment;
    our interest expense attributed to portfolio income; and
    the portion of interest expense incurred to purchase or carry an
    interest in a passive activity to the extent attributable to
    portfolio income.    Entity-Level Collections of Unitholder
    Taxes. non-U.S. tax
  Allocation of Income, Gain, Loss and
    Deduction.
      
    its relative contributions to us;
    the interests of all the partners in profits and losses;
    the interest of all the partners in cash flow; and
    the rights of all the partners to distributions of capital upon
    liquidation.   30




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Treatment of Short Sales.
    Alternative Minimum Tax.
  Tax Rates.
    Section 754 Election.
     31




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Tax
    Treatment of Operations
  Accounting Method and Taxable Year.
  Tax Basis, Depreciation and Amortization.
      Valuation and Tax Basis of Our Properties.
 32




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Disposition
    of Units
  Recognition of Gain or Loss.
          
    a short sale;
    an offsetting notional principal contract; or
    a futures or forward contract with respect to the partnership
    interest or substantially identical property.    Allocations Between Transferors and
    Transferees.
 33




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Notification Requirements.
  Constructive Termination.
  Schedule K-1
  Uniformity
    of Units
  Regulation Section 1.167(c)-1(a)(6),
   34




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Tax-Exempt
    Organizations and Other Investors
  non-U.S. corporations non-U.S. persons non-U.S. persons
  non-U.S. unitholders non-U.S. unitholder Form W-8BEN
    5-year
  Administrative
    Matters
  Information Returns and Audit Procedures. Schedule K-1,
   35




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Nominee Reporting.
      non-U.S. person;
  non-U.S. government,
          Accuracy-Related Penalties.
   36




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Reportable Transactions.
    
    accuracy-related penalties with a broader scope, significantly
    narrower exceptions, and potentially greater amounts than
    described above at  Accuracy-Related
    Penalties;
    for those persons otherwise entitled to deduct interest on
    federal tax deficiencies, nondeductibility of interest on any
    resulting tax liability; and
    in the case of a listed transaction, an extended statute of
    limitations.    State,
    Local and Other Tax Considerations
   37




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non-U.S. tax
 38




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TAX
    CONSEQUENCES OF OWNERSHIP OF DEBT SECURITIES   39




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SELLING
    UNITHOLDER   
 
   
 
   
   
   
 
   
  Common UnitsCommon Units



Owned After OfferingOwned Prior to

Common Units

NumberSelling Unitholder

Offering(1)

Being Offered(1)

of Units(2)

Percentage(3)Plains All American Pipeline, L.P.(4)


28,214,198



28,214,198







     (1)
    
    Does not include 11,934,351 Series A subordinated units and
    13,500,000 Series B subordinated units, which are
    convertible into common units.(2)
    
    Assumes the sale of all common units held by such selling
    unitholder offered by this prospectus. 
  (3)
    
    Based on 59,184,450 common units outstanding as of July 7,
    2011. 
  (4)
    
    PAA GP LLC is the sole general partner of the selling
    unitholder. Plains AAP, L.P. is the sole member of PAA GP LLC
    and Plains All American GP LLC is the sole general partner of
    Plains AAP, L.P. Accordingly, PAA GP LLC, 40




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Plains AAP, L.P. and Plains All American GP LLC may be deemed
    to be indirect beneficial owners of any securities held by the
    selling unitholder. Any determination with respect to the
    disposition of common units by the selling unitholder pursuant
    to this prospectus will be made by the board of directors of the
    general partner of the selling unitholder. As of July 7,
    2011, the members of the board of directors of the general
    partner of the selling unitholder were Greg L. Armstrong,
    Everardo Goyanes, Gary R. Petersen, John T.
    Raymond, Robert V. Sinnott, Vicky Sutil,
    Taft Symonds and Christopher M. Temple. 
 
   
    
    the name of the selling unitholder;
    the nature of any position, office or other material
    relationship that the selling unitholder has had within the last
    three years with us or any of our affiliates;
    the number of common units owned by the selling unitholder prior
    to the offering;
    the amount of common units to be offered for the selling
    unitholders account; and
    the amount and (if one percent or more) the percentage of common
    units to be owned by the selling unitholder after the completion
    of the offering.   41




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PLAN OF
    DISTRIBUTION    
    directly to one or more purchasers;
    through agents;
    through underwriters, brokers or dealers; or
    through a combination of any of these methods of sale.      
    market prices prevailing at the time of any sale under this
    registration statement;
    prices related to market prices; or
    negotiated prices.             42




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43




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##### Table of Contents



LEGAL
    MATTERS     EXPERTS  Form 10-K
 
   
 44




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PART II
  INFORMATION
    REQUIRED IN THE REGISTRATION STATEMENT
  Item 14.
    Other
    Expenses of Issuance and Distribution    SEC registration fee

$
189,705Legal fees and expenses


400,000
*Accounting fees and expenses


300,000
*Printing and engraving expenses


125,000
*Listing Expenses


75,000
*Miscellaneous



*Total

$
1,089,705
*     *
    
    Because an indeterminate amount of securities is covered by this
    registration statement, the expenses in connection with the
    issuance and distribution of the securities are not currently
    determinable. The amounts shown are estimates of expenses for
    the amount of securities that the registrants are currently
    authorized to issue, but do not limit the amount of securities
    that may be offered.  Item 15.
    Indemnification
    of Officers and Members of Our Board of Directors  Section 17-108
   II-1




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Item 16.
    Exhibits
    and Financial Statement Schedules    
 1
.1+



Form of Underwriting Agreement4
.1#



Form of Senior Indenture for Senior Debt Securities4
.2#



Form of Subordinated Indenture for Subordinated Debt Securities4
.3+



Form of Senior Debt Securities4
.4+



Form of Subordinated Debt Securities5
.1*



Opinion of Vinson & Elkins L.L.P. as to the legality of the
    securities being registered8
.1#



Opinion of Vinson & Elkins L.L.P. relating to tax matters10
.1



Contribution Agreement by and among PAA Natural Gas Storage,
    L.P., PNGS GP LLC, Plains All American Pipeline, L.P., PAA
    Natural Gas Storage, LLC, PAA/Vulcan Gas Storage, LLC, Plains
    Marketing, L.P. and Plains Marketing GP Inc., dated as of
    April 29, 2010 (incorporated by reference to
    Exhibit 10.1 to the Partnerships Current Report on
    Form 8-K
    filed on May 4, 2010)12
.1#



Calculation of ratio of earnings to fixed charges23
.1*



Consent of PricewaterhouseCoopers LLP23
.2*



Consent of Grant Thornton LLP23
.3#



Consent of Vinson & Elkins L.L.P. (contained in Exhibits
    5.1 and 8.1)24
.1#



Powers of Attorney25
.1#



Form T-1 Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of the trustee under the Senior
    Indenture25
.2#



Form T-1 Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of the trustee under the
    Subordinated Indenture  
    *
    
    Filed herewith.#
    
    Previously filed.+
    
    To be filed as an exhibit to a report pursuant to
    Section 13(a) or 15(d) of the Securities Exchange Act of
    1934 or in a post-effective amendment to this Registration
    Statement.  Item 17.
    Undertakings             II-2




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provided however
                       II-3




---



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II-4




---



##### Table of Contents



SIGNATURES
 
  Form S-3
 
  PAA NATURAL GAS STORAGE, L.P.
    By:
    /s/  Richard
    K. McGee   Title:
    Vice President-Legal and Business Development  PNG FINANCE CORP.
 
  By:
    /s/  Richard
    K. McGee 
 
 
  
 
 Title:
    Vice President-Legal and Business Development 
 
   
  PNGS GP
    LLC, as general partner of PAA NATURAL GAS STORAGE,
    L.P.
  
 Signature

Title

Date*Greg
    L. Armstrong

Chairman of the Board, Chief Executive Officer and Director of
    PNGS GP LLC (Principal Executive Officer)

July 12, 2011*Dean
    Liollio

President and Director of PNGS GP LLC

July, 12 2011*Al
    Swanson

Senior Vice President, Chief Financial Officer and Director of
    PNGS GP LLC (Principal Financial Officer)

July 12, 2011*Donald
    C. OShea

Controller and Chief Accounting Officer of PNGS GP LLC
    (Principal Accounting Officer)

July 12, 2011*Harry
    N. Pefanis

Vice Chairman and Director of PNGS GP LLC

July 12, 2011*Victor
    Burk

Director of PNGS GP LLC

July 12, 2011 
 II-5




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Signature

Title

Date*Bobby
    S. Shackouls

Director of PNGS GP LLC

July 12, 2011*Arthur
    L. Smith

Director of PNGS GP LLC

July 12, 2011*By: /s/  Richard
    K. McGeeRichard
    K. McGee
    Attorney-in-Fact  
 
 
 
   
  PNG
    FINANCE CORP.
  
 Signature

Title

Date*Greg
    L. Armstrong

Chief Executive Officer and Director
    (Principal Executive Officer)

July 12, 2011*Al
    Swanson

Senior Vice President, Chief Financial Officer and Director of
    PNGS GP LLC (Principal Financial Officer)

July 12, 2011*Donald
    C. OShea

Controller and Chief Accounting Officer
    (Principal Accounting Officer)

July 12, 2011*Dean
    Liollio

President and Director

July 12, 2011*By: /s/  Richard
    K. McGeeRichard
    K. McGee
    Attorney-in-Fact  
 II-6




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INDEX TO
    EXHIBITS
  
 1
.1+



Form of Underwriting Agreement4
.1#



Form of Senior Indenture for Senior Debt Securities4
.2#



Form of Subordinated Indenture for Subordinated Debt Securities4
.3+



Form of Senior Debt Securities4
.4+



Form of Subordinated Debt Securities5
.1*



Opinion of Vinson & Elkins L.L.P. as to the legality
    of the securities being registered8
.1#



Opinion of Vinson & Elkins L.L.P. relating to tax
    matters10
.1



Contribution Agreement by and among PAA Natural Gas Storage,
    L.P., PNGS GP LLC, Plains All American Pipeline, L.P., PAA
    Natural Gas Storage, LLC, PAA/Vulcan Gas Storage, LLC, Plains
    Marketing, L.P. and Plains Marketing GP Inc., dated as of
    April 29, 2010 (incorporated by reference to
    Exhibit 10.1 to the Partnerships Current Report on
    Form 8-K
    filed on May 4, 2010)12
.1#



Calculation of ratio of earnings to fixed charges23
.1*



Consent of PricewaterhouseCoopers LLP23
.2*



Consent of Grant Thornton LLP23
.3#



Consent of Vinson & Elkins L.L.P. (contained in
    Exhibits 5.1 and 8.1)24
.1#



Powers of Attorney25
.1#



Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of the trustee under the Senior
    Indenture25
.2#



Form T-1
    Statement of Eligibility and Qualification under the
    Trust Indenture Act of 1939 of the trustee under the
    Subordinated Indenture  
    *
    
    Filed herewith.#
    
    Previously filed.+
    
    To be filed as an exhibit to a report pursuant to
    Section 13(a) or 15(d) of the Securities Exchange Act of
    1934 or in a post-effective amendment to this Registration
    Statement. II-7