8-K

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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K

                                CURRENT REPORT


    Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934


        Date of Report (Date of earliest event reported): June 13, 2000



                             PLAINS RESOURCES INC.
              (Exact name of registrant as specified in charter)

                                                             
               Delaware                       0-9808                          13-2898764
        (State of Incorporation)        (Commission File No.)      (I.R.S. Employer Identification No.)

       500 Dallas Street, Suite 700
          Houston, Texas 77002                                                   77002
(Address of Principal Executive Offices)                                       (Zip Code)



      Registrant's telephone number, including area code: (713) 654-1414

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Item 5.   Other Events.

          On July 13, 2000, the Registrant announced that its board of Directors
had approved a program to repurchase up to one million shares of the
Registrant's common stock. The Registrant's announcement is attached as an
exhibit to this report.

Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits.

          99.1 - Press release of the Registrant dated June 13, 2000, announcing
                 a stock repurchase program.



                                  SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: June 15, 2000

                                     PLAINS RESOURCES INC.


                                     By:    /s/ Cynthia A. Feeback
                                           -------------------------------------
                                     Name:  Cynthia A. Feeback, Vice President,
                                     Title: Vice President-Accounting and
                                            Assistant Treasurer and Principal
                                            Accounting Officer
                                            (Principal Accounting Officer)

                                       1


                               INDEX TO EXHIBITS


Number                                  Exhibit
- ------                                  -------

 99.1     Press release of the Registrant dated June 13, 2000, announcing stock
          repurchase program

                                      F-1

EX-99.1

[LOGO] PLAINS                                                     NEWS
RESOURCES                                                        RELEASE

- --------------------------------------------------------------------------------

Contact:  Phillip D. Kramer
          Executive Vice President and CFO
          713/654-1414 800/934-6083

FOR IMMEDIATE RELEASE
- ---------------------

              Plains Resources Announces Stock Repurchase Program

     (Houston - June 13, 2000) Plains Resources Inc. (AMEX:PLX) announced today
that its Board of Directors has approved a program to repurchase up to one
million shares of the Company's common stock. The timing and amount of any
purchases will depend on various factors, including market conditions. As
currently contemplated, the program would continue through December 31, 2000.

     "The Company is in one of the most liquid and financially flexible
positions experienced in the 19 years I have been with the Company," said Greg
L. Armstrong, President and Chief Executive Officer. "Given this attractive
financial position, our long-lived reserve base and sound industry fundamentals,
we believe the repurchase of shares represents an attractive investment
opportunity and prudent use of capital and underscores our confidence in Plains'
long-term value creation strategy."

     Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements that involve risks
and uncertainties. These risks and uncertainties include, among other things,
market conditions, government regulations and other factors discussed in the
Company's filings with the Securities and Exchange Commission.

     Plains Resources is an independent energy company engaged in the
exploration, acquisition, development and exploitation of crude oil and natural
gas. Through its majority ownership in Plains All American Pipeline, L.P., the
Company is engaged in the midstream activities of marketing, gathering,
transportation, terminalling and storage of crude oil. The Company is
headquartered in Houston, Texas.

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