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


                               SCHEDULE 13G

                 Under the Securities Exchange Act of 1934

                         (Amendment No.   3    )*
                                         _____



                          Plains Resources, Inc.
          _______________________________________________________
                             (Name of Issuer)


                               Common Stock
          _______________________________________________________
                      (Title of Class of Securities)


                                 72654050
          _______________________________________________________
                              (CUSIP Number)


Check the following box if a fee is being paid with this statement /   /. 
(A fee is not required only if the filing person:  (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class.)  (See Rule 13d-7).

*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 the disclosures provided in a prior cover page.  

The information required in 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 ("Act") 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). 

                             Page 1 of 6 Pages

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CUSIP No. 72654050                 13G             Page  2  of  6  Pages
          __________                                    ___    ___

 1   NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     Metropolitan Life Insurance Company 
     (I.R.S. No. 13-5581829)

 2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP       (a) / /
     (a) Not applicable.                                    (b) / /
     (b) Not applicable.

 3   SEC USE ONLY 

 4   CITIZENSHIP OR PLACE OF ORGANIZATION
     N/A

                    5    SOLE VOTING POWER
                         1,345,000 shares (including 333,400 shares
                         issuable upon conversion of 20,000 shares of
                         Convertible Preferred Stock held by the Reporting
                         Person).
    NUMBER OF
     SHARES         
  BENEFICIALLY      6    SHARED VOTING POWER
    OWNED BY             None
      EACH
    REPORTING
     PERSON
      WITH          7    SOLE DISPOSITIVE POWER
                         1,679,000 shares (including 333,400 shares
                         issuable upon conversion of 20,000 shares of
                         Convertible Preferred Stock held by the Reporting
                         Person).
                                                                           
                    8    SHARED DISPOSITIVE POWER           
                         None      


 9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     See response to Item 7 above.  

10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
     Not applicable.

11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
     14.07%

12   TYPE OF REPORTING PERSON
     IC HC

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                                                          Page 3 of 6 Pages

Item 1(a) Name of Issuer:  Plains Resources, Inc.

Item 1(b) Address of Issuer's Principal Executive Offices: 
     1600 Smith Street, Houston, TX  77002

Item 2(a) Name of Person Filing:  
     Metropolitan Life Insurance Company ("Metropolitan") 
     By Jane C. Weinberg, Associate General Counsel.  

Item 2(b) Address of Principal Business Office:  
     One Madison Avenue, New York, New York 10010.

Item 2(c) Citizenship:  a New York corporation.

Item 2(d) Title of Class of Securities:  Common Stock  

Item 2(e) CUSIP No. 72654050

Item 3.   If this statement is filed pursuant to Rule 13d-1(b), or 13d-
1(b), check whether the person filing is a:

     (a) [ ]   Broker or Dealer registered under Section 15
of the Act.

     (b) [ ]   Bank as defined in Section 3(a)(6) of the
Act.

     (c) [X]   Insurance Company as defined in Section 3(a)(19) of the Act. 


     (d) [ ]   Investment Company registered under Section 8 of the
Investment Company Act.  

     (e) [ ]   Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.  

     (f) [ ]   Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of 1974 or
Endowment Fund. 

     (g) [X]   Parent Holding Company, in accordance with Section
240.13d-1(b)(ii)(G).  

     (h) [ ]   Group, in accordance with Section 240.13d-1(b)(ii)(H).  




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                                                          Page 4 of 6 Pages

Item 4.   Ownership.  If the percent of the class owned, as of December 31
of the year covered by the statement, or as of the last day of any month
described in Rule 13d-1 (b)(2), if applicable, exceed five percent, provide
the following information as of that date and identify those shares which
there is a right to acquire.  

     (a)  Amount Beneficially Owned: 1,677,000 shares (including 333,400
shares issuable upon conversion of 20,000 shares of Convertible Preferred
Stock held by the Reporting Person).

     (b)  Percent of Class:  14.07%

     (c)  Number of shares as to which such person has:  

         (i)   sole power to vote or to direct the vote:  1,345,000 shares
(including 333,400 shares issuable upon conversion of 20,000 shares of
Convertible Preferred Stock held by the Reporting Person).

        (ii)   shared power to vote or to direct vote: None.  

       (iii)   sole power to dispose or direct the  disposition of:  See
response to item 4(a) hereof.  

        (iv)   shared power to dispose or to direct the disposition of: 
None.  

Item 5.   Ownership of 5 Percent or Less of a Class.  If this statement is
being filed to report the fact that as of the date hereof the reporting
person has ceased to be the beneficial owner of more than five percent of
the class of securities, check the following [ ].  

Item 6.   Ownership of more than 5 Percent on Behalf of Another Person. 
Not Applicable.  

Item 7.   Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on By the Parent Holding Company: 
State Street Research and Management Company, Inc., an investment adviser
registered under Section 203 of the Investment Advisers Act, is the
beneficial owner of 1,665,000 shares (including 333,400 shares issuable
upon conversion of 20,000 shares of Convertible Preferred Stock held by the
Reporting Person) of the securities reported upon in item 4(a) hereof.  

Item 8.   Identification and Classification of Members of the Group.  Not
Applicable.  

Item 9.   Notice of Dissolution of Group.  Not Applicable.  

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                                                          Page 5 of 6 Pages

Item 10.   Certification.  By signing below, I certify that, to the best of
my knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of
and do not have the effect of changing or influencing the control of the
issuer of such securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.  

                         Signature

     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.  

Dated:    February 9, 1995

     METROPOLITAN LIFE INSURANCE COMPANY


     By   /s/ Jane C. Weinberg
          _________________________________
          Jane C. Weinberg
          Associate General Counsel

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                                                          Page 6 of 6 Pages

                           CERTIFIED RESOLUTION

I, Ruth R. Gluck, Assistant Secretary of Metropolitan Life Insurance
Company, a New York corporation, do hereby certify that the following is a
full, true and correct copy of Section 4.1 of the By-Laws of the
Metropolitan Life Insurance Company:  

     "Any officer, or any employee designated for the purpose by the
     chief executive officer, shall have power to execute all
     instruments in writing necessary or desirable for the Company to
     execute in the transaction and management of its business and
     affairs (including, without limitation, contracts and agreements,
     transfers of bonds, stocks, notes and other securities, proxies,
     powers of attorney, deeds, leases, releases, satisfactions and
     instruments entitled to be recorded in any jurisdiction, but
     excluding, to the extent otherwise provided for in these Bylaws,
     authorizations for the disposition of the funds of the Company
     deposited in its name and policies, contracts, agreements,
     amendment and endorsements of, for or in connection with
     insurance or annuities) and to affix the corporate seal."

I further certify that the following is an officer of Metropolitan Life
Insurance Company and that the signature is the signature of such officer: 



Name                Title                         Signature

                    Associate
Jane C. Weinberg    General Counsel     /s/ Jane C. Weinberg


               In witness whereof I have hereunto set my hand and have
               caused to be affixed the corporate seal of Metropolitan
               Life Insurance Company this 9th day of February, 1995.

                              /s/ Ruth R. Gluck
                              _____________________________