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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.
_______________________________________________
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 AUGUST 12, 1996.
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SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of the
Company's Common Stock held by the Selling Stockholders as of July 29, 1996,
and upon completion of this offering.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
AS OF JULY 29, 1996 AFTER OFFERING
----------------------- -----------------------
NUMBER PERCENTAGE SHARES TO NUMBER PERCENTAGE
NAME OF SHARES OF CLASS BE SOLD OF SHARES OF CLASS
---- --------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C>
Arbco Associates L.P. (1) 620,913 3.8% 362,813 258,100 1.6%
Offense Group Associates L.P. (1) 688,958 4.2% 226,758 462,200 2.8%
Kayne, Anderson Nontraditional 520,310 3.2% 272,110 248,200 1.5%
Investments L.P. (1)
Opportunity Associates L.P. (1) 118,901 (2) 45,351 73,550 (2)
Topa Insurance Company (1) 181,406 1.1% 181,406 0 0
Foremost Insurance Company (1) 362,813 2.2% 362,813 0 0
Evanston Insurance Company (1) 163,266 1.0% 163,266 0 0
Loral Systems Group 181,406 1.1% 181,406 0 0
Eos Partners, L.P. 199,700 1.2% 80,000 119,700 (2)
Merrill Lynch Special Value Fund Inc. 308,391 1.9% 308,391 0 0
Merrill Lynch Global Allocation Fund Inc. 235,828 1.4% 235,828 0 0
Metropolitan Separate Account EN (3) 1,007,713 6.2% 362,813 644,900 4.0%
Irwin E. Garfield 72,562 (2) 72,562 0 0
Symonds Trust Co. Ltd. (4) 40,320 (2) 18,140 22,180 (2)
Greg L. Armstrong (5) 211,730 1.3% 5,442 206,288 1.3%
Michael DeBlasio 18,140 (2) 18,140 0 0
Michael Targoff 61,600 (2) 36,281 25,319 (2)
</TABLE>
(1) Managed by Kayne, Anderson Investment Management, Inc. ("Kayne Anderson").
On Form 4 dated July 1, 1996, Kayne Anderson reported indirect beneficial
ownership of 2,658,067 shares, which is 16.3% of the current outstanding
shares of Common Stock. Robert V. Sinnott, Senior VicePresident of Kayne
Anderson, is a director of the Company.
(2) Less than 1%
(3) Managed by State Street Research & Management Company ("State Street").
State Street reports that, as of June 30,1996, its clients owned a total
of 1,689,613 shares, which is 10.4% of the current outstanding shares
of Common Stock. State Street disclaims beneficial ownership of such
shares.
(4) J. Taft Symonds, Chairman of the Board of Symonds Trust Co. Ltd, is a
director of the Company. Beneficial ownership includes an option to purchase
10,000 shares and 12,000 shares currently owned by Mr. Symonds, as well
as 180 shares owned by his children.
(5) Mr. Armstrong is President & Chief Executive Officer and a director of the
Company. Beneficial ownership includes options to purchase 189,250 shares.
