1
                                                Filed Pursuant to 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.

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

          THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 29, 1996.

   2
                              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.



                                                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 
             ----                            ---------    ----------     ---------       ---------    ----------
                                                                                         
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                            141,406        (2)          141,406                0         0
Eos Partners, L.P.                             118,700        (2)           80,000           38,700       (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
William M. Hitchcock (4)                       403,734       2.5%           39,909          363,825      2.2%
Symonds Trust Co. Ltd. (5)                      21,180        (2)           18,140            3,040       (2)
Greg L. Armstrong (6)                          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)



(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 Vice     President 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) Mr. Hitchcock is a director of the Company.  Beneficial ownership includes
    options to purchase 75,000 shares.

(5) J. Taft Symonds, Chairman of the Board of Symonds Trust Co. Ltd, is a
    director of the Company.  Beneficial ownership includes option to purchase
    10,000 shares.
        
(6) Mr. Armstrong is President & Chief Executive Officer and a director of the
    Company.  Beneficial ownership includes options to purchase 189,250 shares.