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Rule 424(b)(3)
Reg. No. 33-84064
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated September 28, 1994)
PLAINS
RESOURCES INC.
6,920,866 SHARES
COMMON STOCK
__________________
The following information supplements the information set forth in the
Prospectus dated September 28, 1994 of Plains Resources Inc. (the "Company") and
should be read in conjunction therewith.
Pursuant to the terms of the Company's Series C Preferred Stock, on May 25,
1995, all 209,370 of the outstanding shares of such series were converted into
3,628,125 shares of the Company's Common Stock.
___________________________
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET
FORTH UNDER THE CAPTION "CERTAIN INVESTMENT CONSIDERATIONS" IN THE PROSPECTUS.
___________________________
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 25, 1995
