8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

        Date of report (Date of earliest event reported): June 21, 2002

                             PLAINS RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

                                                         
          DELAWARE                       0-9808                    13-2898764
(State or Other Jurisdiction      (Commission File Number)      (I.R.S. Employer
     of Incorporation)                                        Identification Number)




                          500 DALLAS STREET, SUITE 700
                               HOUSTON, TX 77002

          (Address of Principal Executive Offices, including Zip Code)

       Registrant's telephone number, including area code: (713) 739-6700

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ITEM 5. OTHER EVENTS.

     The information in the Press Release dated June 21, 2002 and attached as
Exhibit 99.1 is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Not applicable.

     (b)  Not applicable.

     (c)  Exhibits.



             EXHIBIT     DESCRIPTION
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              99.1       Press Release dated June 21, 2002.









                                   SIGNATURES

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


                                      PLAINS RESOURCES, INC.


Date: June 21, 2002                   by: /s/ Jere C. Overdyke, Jr.
                                          --------------------------------------
                                          Jere C. Overdyke, Jr.
                                          Executive Vice President and
                                          Chief Financial Officer


                               INDEX TO EXHIBITS


             EXHIBIT     DESCRIPTION
             -------     -----------
                     
              99.1       Press Release dated June 21, 2002.

EX-99.1

                                                                    EXHIBIT 99.1


                         [PLAINS RESOURCES LETTERHEAD]


Contact:     Jere C. Overdyke
             Executive Vice President and Chief Financial Officer
             (713) 739-6700 or (800) 934-6083

FOR IMMEDIATE RELEASE

                   PLAINS RESOURCES ANNOUNCES MATERIAL EVENTS
                         AND SCHEDULES CONFERENCE CALL

         Houston, Texas--June 21, 2002--Plains Resources Inc. (NYSE:PLX)
announced today that it has received a private letter ruling from the Internal
Revenue Service stating that PLX may distribute substantially all of its
exploration and production assets on a tax-free basis through the distribution
of the common stock of its subsidiary, Plains Exploration & Production Company
(PXP). PXP is currently a California limited partnership that PLX will convert
to a Delaware corporation prior to a distribution.

         In addition, PLX announced PXP's filing of an initial registration
statement for a public offering of common stock. Upon completion of this initial
public offering, PLX will continue to own at least 80.1% of PXP's common stock.
Goldman, Sachs & Co. will be the lead managing underwriter for the proposed
offering. The public offering will be made only by means of a prospectus which
may be obtained, when available, by writing or calling the underwriters: c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004 (212) 902-1000.

         PLX's distribution of its shares of PXP common stock to PLX
stockholders is expected to occur during the first quarter of 2003, subject to
PLX's receipt of a favorable supplement to its private letter ruling that after
PXP's proposed initial public offering, the distribution will continue to
qualify as a tax-free distribution to PLX and its U.S. stockholders. The
distribution will also be subject to receipt of certain regulatory and third
party consents. If the distribution occurs, PLX will retain its interest in oil
and gas properties in Florida and its interests in Plains All American Pipeline,
L.P. (NYSE:PAA) which consist of 7.9 million common units, 4.5 million
subordinated units and 44% of the general partner of PAA.

         As a condition to effecting the distribution of its interest in PXP,
PLX will be required to refinance all of its debt, including its $267.5 million
outstanding principal amount of 10.25% senior subordinated notes due 2006. The
10.25% notes are currently redeemable at PLX's option at 103.4167% of the
principal amount, plus accrued interest to the date of the redemption. PLX
expects to call these notes for redemption

imminently, subject to receiving acceptable financing. However, there can be no
assurance these notes will be called for redemption.

         PLX also announced that at the time of the distribution, it expects to
realign the management of PLX and PXP to reflect the separation of its midstream
and upstream assets into two separate platforms. As part of this management
realignment, PLX expects that John T. Raymond will assume the position of
President and Chief Executive Officer of PLX, while James C. Flores will remain
as Chairman of the Board of Directors. PLX also expects that Franklin R. Bay,
currently its Senior Vice President of Corporate Development will continue in
that role and also is expected to assume the role of Chief Legal Officer. In
addition, Marc Hensel, PLX's current Vice President -- Corporate Development is
expected to be named PLX's Senior Vice President of Finance and Chief Accounting
Officer.

         After the distribution, PLX expects that Mr. Flores will become PXP's
Chairman of the Board, President and Chief Executive Officer. Mr. Raymond is
also expected to become the Vice Chairman of PXP. Mr. Jere C. Overdyke,
currently PLX's Executive Vice President and Chief Financial Officer, will serve
in that capacity at PXP, and Mr. Timothy T. Stephens, currently PLX's Executive
Vice President -- Administration, Secretary and General Counsel, will serve in
that capacity at PXP.

         PLX is an independent energy company engaged in the acquisition,
development and exploitation of crude oil and natural gas. Through its ownership
in PAA, PLX has interests in the midstream activities of marketing, gathering,
transportation, terminalling, and storage of crude oil. PLX is headquartered in
Houston, Texas.

         PLX's subsidiary, Plains Exploration & Production Company, L.P. is an
independent oil and gas company primarily engaged in the upstream activities of
acquiring, exploiting, developing and producing oil and gas in its core areas of
operation: onshore California, primarily in the Los Angeles Basin, and offshore
California in the Point Arguello unit, and the Illinois Basin in southern
Illinois. PXP is headquartered in Houston, Texas.

         PLX will host a conference call to discuss the transaction and related
items on Monday, June 24, 2002. The call will begin at 10:00 a.m. (EDT). To
participate in the call, please call 1-800-233-2795 or international
785-832-1077 at approximately 9:55 a.m. (EDT). Conference Id: Plains.

         To access the Internet webcast, please go to PLX's website at
www.plainsresources.com, choose "investor relations", then choose "conference
calls." Following the live webcast, the call will be archived for 60 days on
PLX's website.

         To access the telephonic replay, call 1-888-566-0177, international
1-402-530-9315. The replay will be available beginning June 24, 2002, at
approximately 2:00 p.m. (EDT) and continue through July 8, 2002.

         Except for the historical information contained herein, the matters
discussed in this news release are forward-looking statements that involve
certain risks and uncertainties that could cause actual results to differ
materially. These risks and uncertainties include, among other things, economic
conditions, oil and gas price volatility, uncertainties inherent in the
exploration for and development and production of oil and gas and in estimating
reserves, regulatory changes and other factors discussed in PLX's filings with
the Securities and Exchange Commission.

         A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME EFFECTIVE.
THESE SECURITIES MAY NOT BE SOLD, NOR MAY OFFERS TO BUY BE ACCEPTED, PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PRESS RELEASE SHALL
NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL
THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

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