EXHIBIT 99.3

CONTACT:  PHILLIP D. KRAMER
          EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
          713/654-1414 - 800/934-6083

FOR IMMEDIATE RELEASE

                  PLAINS RESOURCES ANNOUNCES PLANS TO EVALUATE
                           RESTRUCTURING ALTERNATIVES

     (Houston - November 30, 2000) Plains Resources (AMEX:PLX) announced today
it had retained Petrie Parkman & Co. to assist it in evaluating strategic
restructuring alternatives intended to optimize the value and value-creating
ability of each of its upstream and midstream business segments. The
alternatives to be evaluated include, but are not limited to, a spin-off or
split-off of either the upstream segment or midstream segment, a spin-off or
special dividend of certain units of Plains All American Pipeline, L.P. and
potential asset sales. Any modifications to the existing structure will depend
on a number of factors including tax efficiency, critical mass and other
considerations. Accordingly, there can be no assurance that any modifications
will be made.

     "Over the past nine years, we have built a solid and strategic base of cash
flow and income-generating assets in each of our upstream and midstream
segments," said Greg L. Armstrong, President and Chief Executive Officer of
Plains Resources. "However, our somewhat complex corporate structure, which
involves two separate publicly-traded vehicles on different stock exchanges, and
the diverse nature of the investor bases of these two vehicles dictate that we
evaluate alternative structures in an effort to unlock the value for the
Company's stakeholders and position each segment to perform at optimal levels."

     Plains Resources is an American Stock Exchange listed company with an
aggregate enterprise value of approximately $1.4 billion. Plains Resources
conducts its upstream exploitation, development, production, acquisition and
exploration activities through four wholly owned subsidiaries. Its midstream
pipeline transportation, terminalling and marketing activities are conducted
through its 100% ownership in Plains All American Inc., which is the general
partner of, and holds a 54% effective ownership interest in, Plains All American
Pipeline, L.P. Plains All American Pipeline, L.P. is a master limited
partnership traded on the New York Stock Exchange with an aggregate enterprise
value of approximately $950 million.

     Armstrong noted that both segments have significant internal and external
growth opportunities and substantial financial resources to enable them to
continue to grow profitably. "The plentiful growth opportunities available to
both segments demand the full dedication of two separate, fully staffed
management teams. Accordingly, the time has come to pursue avenues to expand the
leadership platform and add another talented, entrepreneurial and driven leader,
not only to facilitate,


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but to drive additional, value-creating growth in the upstream business. In this
regard, and in anticipation of certain possible outcomes of the restructuring
evaluation, we have retained SpencerStuart to conduct an executive search for an
upstream chief executive officer to focus exclusively on aggressively growing
the upstream business," said Armstrong.

     "These steps will also free up incremental resources to dedicate to Plains
All American's continued growth and to aggressively use what we believe is the
absolute optimal midstream vehicle for growth through strategic, cash flow
accretive acquisitions. We believe these steps will ensure that both business
enterprises are being driven as hard as is prudently feasible and yielding the
highest possible returns to our equity holders," Armstrong said.

     As announced yesterday, the Company has scheduled a conference call for
today at 9:00 AM (Central) to discuss various aspects of its 2001 capital plans,
and to provide guidance for 2001 for its upstream segment and its midstream
pipeline, terminalling and marketing segment, which is conducted through Plains
All American Pipeline, L.P. The Company also intends to discuss the contents of
this news release. The call is being made available live to the public through
the Internet and on a delayed basis through a telephonic replay. Instructions
for accessing either method follow:

WEBCAST INSTRUCTIONS:

     To access the Internet webcast, go to the Company's website at
www.plainsresources.com, choose "investor relations", then choose "conference
calls". Following the live webcast, the call will be archived for a period of
ninety (90) days on the Company's website.

TELEPHONIC REPLAY INSTRUCTIONS:

Call 800-428-6051 and enter PASSCODE ID# 144700

       The replay will be available beginning Thursday, November 30, 2000, at
approximately 12:00 PM (Central) and continue until Monday, December 4, 2000, at
11:55 PM (Central).

     Except for the historical information on 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,
availability of attractive acquisition targets, competition for human resources,
market conditions, commodity prices, 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 upstream
activities of exploitation, development, acquisition of, and exploration for,
crude oil and natural gas, and the midstream activities of marketing,
transportation, terminalling and storage of crude oil. The Company is
headquartered in Houston, Texas.

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