SC 13D/A

CUSIP NO. 726540503

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934*

(Amendment No. 5)

Plains Resources Inc.

(Name of Issuer)

Common Stock, par value $0.10 per share

(Title of Class of Securities)

726540503

(CUSIP Number)

Paul G. Allen

Vulcan Energy Corporation

505 Fifth Avenue S, Suite 900

Seattle, Washington 98104

(206) 342-2000

James C. Flores

Plains Resources Inc.

700 Milam, Suite 3100

Houston, Texas 77002

(832) 239-6000

John T. Raymond

Plains Resources Inc.

700 Milam, Suite 3100

Houston, Texas 77002

(832) 239-6000

(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices and Communications)

July 19, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  ¨.

Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following page(s)

CUSIP NO. 726540503

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Vulcan Energy Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS*             N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER:                 0 shares (1)   8    SHARED VOTING POWER:                 2,839,519 shares (1)(2)   9    SOLE DISPOSITIVE POWER:                 0 shares (1) 10    SHARED DISPOSITIVE POWER:                 0 shares (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             0 shares (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0%
14	TYPE OF REPORTING PERSON*             CO

⁽¹⁾ Vulcan Energy Corporation and Paul G. Allen have entered into an Amended and Restated Subscription Agreement with James C. Flores and John T. Raymond (please see Item 6) and may be deemed members of a “group” with respect to the shares of Issuer owned by Messrs. Flores and Raymond. Vulcan Energy Corporation and Paul G. Allen disclaim membership in a group with, and beneficial ownership of the shares of Issuer owned by, Messrs. Flores and Raymond.

⁽²⁾ Vulcan Energy Corporation has entered into a Voting Agreement with Kayne Anderson Capital Advisors, L.P. (“KACA”) and EnCap Investments, LLC (“EnCap”) (please see Item 6) and may be deemed a member of a “group” with respect to the shares of Issuer owned by KACA and EnCap. Paul G. Allen is the sole shareholder of Vulcan Energy Corporation. Vulcan Energy Corporation and Mr. Allen disclaim membership in a group with, and beneficial ownership of, the shares of Issuer owned by KACA and EnCap.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 726540503

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             Paul G. Allen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS*             N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER:                 0 shares (1)   8    SHARED VOTING POWER:                 2,839,519 shares (1)(2)   9    SOLE DISPOSITIVE POWER:                 0 shares (1) 10    SHARED DISPOSITIVE POWER:                 0 shares (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             0 shares (2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             0%
14	TYPE OF REPORTING PERSON*             IN

⁽¹⁾ Vulcan Energy Corporation and Paul G. Allen have entered into an Amended and Restated Subscription Agreement with James C. Flores and John T. Raymond (please see Item 6) and may be deemed members of a “group” with respect to the shares of Issuer owned by Messrs. Flores and Raymond. Vulcan Energy Corporation and Paul G. Allen disclaim membership in a group with Messrs. Flores and Raymond.

⁽²⁾ Vulcan Energy Corporation has entered into a Voting Agreement with Kayne Anderson Capital Advisors, L.P. (“KACA”) and EnCap Investments, LLC (“EnCap”) (please see Item 6) and may be deemed a member of a “group” with respect to the shares of Issuer owned by KACA and EnCap. Paul G. Allen is the sole shareholder of Vulcan Energy Corporation. Vulcan Energy Corporation and Mr. Allen disclaim membership in a group with, and beneficial ownership of, the shares of Issuer owned by KACA and EnCap.

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 726540503

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             James C. Flores
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  x (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*             N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER:                 1,226,428 shares   8    SHARED VOTING POWER:                 0 shares   9    SOLE DISPOSITIVE POWER:                 1,226,428 shares 10    SHARED DISPOSITIVE POWER:                 0 shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             1,226,428 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             5.00%
14	TYPE OF REPORTING PERSON*             IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 726540503

1	NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             John T. Raymond
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨ (b)  ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS*             N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)	¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION             United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH   7    SOLE VOTING POWER:                 421,223 shares   8    SHARED VOTING POWER:                 0 shares   9    SOLE DISPOSITIVE POWER:                 421,223 shares 10    SHARED DISPOSITIVE POWER:                 0 shares

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON             421,223 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*	¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)             1.72%
14	TYPE OF REPORTING PERSON*             IN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

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CUSIP NO. 726540503

This fifth amendment to the Schedule 13D amends the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on December 1, 2003, as amended on February 26, 2004, as amended on March 25, 2004, as amended on April 15, 2004 and as amended on April 15, 2004. Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Schedule 13D.

Item 4. Purpose of Transaction

The following is hereby added to Item 4:

On July 19, 2004, Vulcan sent a letter to the Issuer’s board of directors reiterating that the recently agreed to $17.25 per share merger consideration is Vulcan’s best and final offer, and discussing the suggestion made in the letter sent by Leucadia National Corporation to the Issuer’s special committee on July 14, 2004 (as described in Amendment No. 8 to the Schedule 13D filed by Pershing Square, L.P., Pershing Square GP, LLC, Leucadia National Corporation and William Ackman on July 15, 2004). A copy of the letter delivered to the board of directors is attached hereto as Exhibit 99(a) and is incorporated by reference herein.

Item 7. Material to be Filed as Exhibits

99(a)	Letter from Vulcan Energy Corporation to the Board of Directors of Plains Resources, Inc., dated July 19, 2004.
99(b)	Joint Filing Agreement (incorporated by reference to Exhibit 99(b) of the Schedule 13D filed jointly by Vulcan Energy Corporation, Paul G. Allen, James C. Flores and John T. Raymond on December 1, 2003).

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SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: July 19, 2004

VULCAN ENERGY CORPORATION
By:	/s/ David Capobianco
Name:	David Capobianco
Title:	Vice President

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: July 19, 2004

/s/ Paul G. Allen

Paul G. Allen

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: July 19, 2004

/s/ James C. Flores

James C. Flores

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Date: July 19, 2004

/s/ John T. Raymond

John T. Raymond

Exhibit Index

Name of Exhibit
99	(a)	Letter from Vulcan Energy Corporation to the Board of Directors of Plains Resources, Inc., dated July 19, 2004.
99	(b)	Joint Filing Agreement (incorporated by reference to Exhibit 99(b) of the Schedule 13D filed jointly by Vulcan Energy Corporation, Paul G. Allen, James C. Flores and John T. Raymond on December 1, 2003).

EX-99.(A)

Exhibit 99(a)

VULCAN ENERGY CORPORATION

505 FIFTH AVENUE SOUTH

SEATTLE, WASHINGTON 98104

July 18, 2004

Via Facsimile (832) 239-6210

Plains Resources Inc.

700 Milam Street, Suite 3100

Houston, Texas 77002

Attn: Board of Directors

Gentlemen:

In an effort to insure that everyone has the most current and accurate information, we thought that it was important to reiterate that $17.25 per share is Vulcan Energy’s best and final offer. As you know, we believe the $17.25 per share price is a full and fair price for Plains Resources shares and represents a significant premium over the value of Plains Resources’ shares on a stand-alone basis, even after consummation of any feasible leveraged recapitalization. We are confident that the vast majority of your stockholders will recognize this. In addition, as we have discussed, Leucadia’s suggested leveraged recapitalization is not a proposal to engage in a transaction with Leucadia and provides no basis to actually effectuate any such transaction. Furthermore, in reviewing any correspondence you receive from Leucadia, you should remember that (i) they pursued their March 19^th proposal despite the fact that they did not understand the tax issues associated with the structure of the proposal and (ii) they repeatedly refused to sign a confidentiality agreement, to the end that they have conducted no due diligence on Plains Resources.

We believe that our position is strongly supported by the following:

• Institutional Shareholder Services Inc. (ISS) has consistently recommended that Plains Resources’ stockholders should vote for the Vulcan Energy merger. ISS is widely recognized as the nation’s leading independent proxy advisory firm. Its analyses and recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries throughout the United States;

• Greg Armstrong, the Chief Executive Officer of Plains All American (PAA), has informed us that he never discussed with Leucadia their July 7th proposal, and that he has voted his personal share holdings in Plains Resources in favor of the $17.25 per share Vulcan Energy merger. Mr. Armstrong has also indicated to us that he views the Vulcan Energy transaction as a positive from PAA’s perspective;

• Over seven months have elapsed since our original proposal and no bona fide competing proposal has been made; and

• The $17.25 per share merger consideration represents an approximate 30% premium over the average closing price of $13.23 per share of Plains Resources common stock over the 30-calendar day period ending on November 20, 2003, and an approximate 28% premium over the $13.44 per share closing price of Plains Resources common stock on the same date, the last full trading day prior to the public announcement of our original proposal.

We believe that Leucadia’s analysis of a leveraged recapitalization is based on seriously flawed fundamental assumptions and that Leucadia’s model is fraught with inaccuracies, including the following:

• Leucadia overstates the amount of cash available for Plains Resources to repurchase its shares by between $47 million and $54 million.

• Plains Resources’ net debt (before the suggested recapitalization) is approximately $15 million higher than assumed by Leucadia.

• The sale of Calumet Florida is likely to realize $10 million to $15 million less than assumed by Leucadia.

• The transaction suggested by Leucadia would require the payment of our $15 million termination fee (notwithstanding Leucadia’s assertion to the contrary).

• Leucadia fails to take into account between $5 million and $7 million in expenses incurred by Plains Resources in connection with the Vulcan Energy transaction.

• Leucadia’s analysis fails to account for 280G gross-up payments that would likely be payable under the existing employment agreements for Messrs. Flores and Raymond in connection with the suggested recapitalization.

• Leucadia’s model relies on several overly optimistic assumptions regarding PAA, including assuming a 2005 distribution which is $0.28 above the mid point of PAA guidance, as well as unrealistic assumptions with respect to the pricing, timing and integration of acquisitions.

• Leucadia also relies on several inaccurate assumptions regarding Plains Resources, including underestimating annual G&A by $0.5 million and overstating Plains Resources’ NOLs by approximately $15 million.

• Leucadia’s conclusions rely on the assumption that, post-recapitalization, Plains Resources’ stock would trade at 15 times free cash flow. We believe this assumption is unreasonable because:

• Prior to the beginning of this sales process on November 19, 2003, following the spin-off of PXP, Plains Resources had generally traded at a multiple of 12.5 times free cash flow, and interest rates have increased substantially in the intervening period; and

• Kinder Morgan Inc. currently trades at a multiple of approximately 13 times free cash flow, which is at the top end of the comparable range, particularly given that Kinder Morgan Energy Partners generally trades at a lower yield than PAA.

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• In addition, Leucadia’s valuation applies its free cash flow multiple to NOL-shielded after-tax cash flows, effectively valuing the NOL at a multiple, which is inappropriate because it is a one-time item.

We are committed to completing our $17.25 per share all-cash transaction with Plains Resources.

Respectfully,

/s/ David N. Capobianco

David N. Capobianco

Vice President

cc: R. Joel Swanson, Baker Botts L.L.P.

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