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Filed Pursuant to Rule 424(b)(3)
Reg. No. 33-80364
P R O S P E C T U S S U P P L E M E N T
(To Prospectus dated August 29, 1994)
PLAINS
RESOURCES INC.
750,000 SHARES
COMMON STOCK
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The following information supplements the information set forth in the
Prospectus dated August 29, 1994 of Plains Resources Inc. (the "Company") and
should be read in conjunction therewith.
SELLING STOCKHOLDER
The Warrant for the purchase of 750,000 shares of Common Stock of the
Company has been conveyed by Legacy Resources Co., L.P. to Lehman Brothers,
Inc., and accordingly all references to the Selling Stockholder in the
Prospectus shall mean Lehman Brothers, Inc.. Lehman Brothers, Inc. currently
owns no shares of Common Stock of the Company. Assuming Lehman Brothers, Inc.
does not acquire any shares of Common Stock of the Company during this
offering, it will own no shares of such stock upon completion of this offering.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET
FORTH UNDER THE CAPTION "CERTAIN INVESTMENT CONSIDERATIONS" IN THE PROSPECTUS.
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THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 29, 1996.
