UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(d) ofOF ~~The~~THE ~~Securities Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported):~~1934 ~~January 22, 2004~~

~~PLAINS~~Date ~~RESOURCES~~of ~~INC.~~report : July 12, 2004

~~(Exact~~Date ~~name~~ of ~~registrant~~ asearliest ~~specified~~event inreported ~~charter)~~: July 12, 2004

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

Plains Resources Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

13-2898764

(State or Other Jurisdiction

of Incorporation)

(IRS Employer

Identification No.)

0-9808

(Commission ~~File No.)~~

~~700~~File Number) ~~Milam, Suite 3100~~

700 Milam Street, Suite 3100

Houston, Texas 77002

(Address of Principal Executive Offices) (Zip Code)

(Zip Code)

Registrant’s telephone number, including area code: (832) 239-6000

Item 5. Other Events

OnThe ~~January~~information ~~22,~~in ~~2004 Plains Resources Inc. (PLX) issued a press release announcing that, after careful consideration, including a thorough review with independent financial and legal advisors,~~ the ~~Special~~Press ~~Committee~~Release ofdated ~~the~~July ~~Board of Directors of PLX determined that the previously announced proposal by Vulcan Capital~~12, ~~along~~2002 ~~with PLX’s Chairman James C. Flores~~ and ~~its~~attached ~~CEO~~as ~~and~~Exhibit ~~President, John T~~99.1 ~~Raymond to acquire all of PLX’s outstanding stock for $14.25 per share in cash~~ is ~~inadequate~~incorporated ~~and~~herein ~~not~~by ~~in the best interests of PLX shareholders~~reference.

Item 7. Financial Statements and Exhibits

(ca) Not ~~Exhibit 99~~applicable.1 ~~– Press Release dated January 22, 2004~~

1(b) Not applicable.

99.1 Press Release dated July 12, 2004.

SIGNATURES

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

	~~PLAINS RESOURCES INC.~~	PLAINS RESOURCES INC.
Date: January 23, 2004	/s/ John F. Wombwell
Date: July 12, 2004		/s/ E. Lynn Hill
	John F. Wombwell
		E. Lynn Hill Chief Accounting Officer
	Executive Vice President, Secretary and General Counsel

2EXHIBIT INDEX

Each exhibit identified below is filed as part of this report.


Exhibit No.		Description

99.1		Press Release dated July 12, 2004.

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