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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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): August 8, 2002

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

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

                                     0-9808
                              (Commission File No.)

                          500 Dallas Street, Suite 700
                              Houston, Texas 77002
                    (Address of Principal Executive Offices)
                                   (Zip Code)

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


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Item 9. Regulation FD Disclosure

     In accordance with General Instruction B.2. of Form 8-K, the following
information shall not be deemed "filed" for purposes of Section 18 of the
Securities Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements and Associated Risks

     All statements, other than statements of historical fact, included in this
report are forward-looking statements, including, but not limited to, statements
identified by the words "anticipate," "believe," "estimate," "expect," "plan,"
"intend" and "forecast" and similar expressions and statements regarding our
business strategy, plans and objectives of our management for future operations.
These statements reflect our current views with respect to future events, based
on what we believe are reasonable assumptions. These statements, however, are
subject to certain risks, uncertainties and assumptions, including, but not
limited to:

o    uncertainties inherent in the exploration for and development and
     production of oil and gas and in estimating reserves;

o    unexpected future capital expenditures (including the amount and nature
     thereof);

o    impact of crude oil and natural gas price fluctuations;

o    the effects of competition;

o    the success of our risk management activities;

o    the availability (or lack thereof) of acquisition or combination
     opportunities;

o    the impact of current and future laws and governmental regulations;

o    environmental liabilities that are not covered by an indemnity or
     insurance; and

o    general economic, market or business conditions.

     If one or more of these risks or uncertainties materialize, or if
underlying assumptions prove incorrect, actual results may vary materially from
those in the forward-looking statements. Except as required by applicable
securities laws, we do not intend to update these forward-looking statements and
information.

Disclosure of Third and Fourth Quarter 2002 Estimates

     The following table reflects current estimates of certain results for the
third and fourth quarter of 2002 for Plains Resources Inc. (the "Company").
These estimates are based on assumptions and estimates that management believes
are reasonable based on currently available information; however, management's
assumptions and the Company's future performance are both subject to a wide
range of business risks and uncertainties and there is no assurance that these
goals and estimates can or will be met. Any number of factors could cause actual
results to differ materially from those in the following table, including but
not limited to the factors discussed above. The estimates set forth below are
given as of the date hereof only based on information available as of the date
hereof. The Company undertakes no obligation to publicly update or revise any
forward-looking statements. Further information on risks and uncertainties is
available in the Company's filings with the Securities and Exchange Commission
("SEC"), and we encourage you to review such filings.


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                        Operating and Financial Guidance

<TABLE>
<CAPTION>

                                                                                                    Quarter Ended
                                                                                      -------------------------------------------
                                                                                      September 30, 2002        December 31, 2002
                                                                                      ------------------        -----------------
<S>                                                                                   <C>                       <C>
 Estimated Production Volumes
 Barrels of oil equivalent-MBOE                                                          2,575-2,725               2,625-2,775
  MBOE PER DAY                                                                            28.0-29.6                 28.5-30.2
 % Oil                                                                                       95%                       95%
 % Gas                                                                                        5%                        5%

 Estimated Oil Price differentials - $/Bbl
    Estimated Differentials to NYMEX Prices - pre hedge                                 $4.75 - $5.25             $4.75 - $5.25

    Estimated Hedging gain (loss) based on: ($ in thousands)
      $17.00 NYMEX                                                                         13,600                    13,800
      $18.00 NYMEX                                                                         11,600                    11,800
      $19.00 NYMEX                                                                          9,600                     9,800
      $20.00 NYMEX                                                                          7,600                     7,800
      $25.00 NYMEX                                                                         (1,500)                   (1,400)
      $26.00 NYMEX                                                                         (3,300)                   (3,300)
      $30.00 NYMEX                                                                        (10,500)                  (10,600)

 Crude Oil Hedge Positions - barrels per day
      Puts - Floor $20.00                                                                   2,000                     2,000
      Swaps - Average price $24.20 per barrel                                              19,664
      Swaps - Average price $24.22 per barrel                                                                        20,000
      Calls - Average price $35.17 per barrel                                               9,000                     9,000

 Operating Costs per BOE
 Production expenses                                                                    $9.20 - $9.45             $8.80 - $9.05
 General and administrative                                                             $1.25 - $1.35             $1.20 - $1.30
 DD&A - oil and gas                                                                         $3.10                    Note 7

 Other Income (expense) ($ in thousands)
 Equity in earnings of Plains All American Pipeline, L.P. ("PAA")                      $4,700 - $5,400           $5,500 - $6,400
 DD&A - other                                                                               $400                      $400
 Loss on debt extinguishment                                                               Note 9
 Interest expense                                                                          Note 10                   Note 10

 Book Tax Rate
 Current                                                                                      4%                        4%
 Deferred                                                                                    37%                       37%

 Weighted Average Equivalent shares outstanding (in thousands)
 Basic                                                                                      23,900                    23,900
 Diluted                                                                                    25,400                    25,400

 Capital Expenditures ($ in thousands)                                                 $18,000 - $19,000         $12,000 - $13,000

 Distributions from Plains All American Pipeline, L.P. ($ in thousands)                     $7,400                    $7,400
</TABLE>


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Notes:

1.       The estimates reflect the closing on August 1, 2002 of the acquisition
         of an additional 26% working interest (21.93% net revenue interest) in
         the offshore California Point Arguello unit and include our estimates
         of results from the interest acquired effective as of the date of
         closing.

2.       Estimated Production Volumes. Production estimates are based on
         historical operating performance and trends and the Company's 2002
         capital budget and assume that market demand and prices for oil and gas
         will continue at levels that allow for profitable production of these
         products. For the year ended December 31, 2002, production volumes are
         estimated at 10,100-10,400 MBOE compared to prior guidance of
         10,000-10,200 MBOE. The increase is attributable to the Point Arguello
         acquisition.

         SEC Staff Accounting Bulletin 101 ("SAB 101") requires that revenue
         from crude oil production be recognized as the volumes are sold versus
         when produced. The location of our Florida properties and the timing of
         the barges that transport the crude oil to market cause reported sales
         volumes to differ from production volumes. Actual timing of sales
         volumes is difficult to predict. Reported sales volumes will differ
         from the production estimates provided. The Florida crude oil is
         typically sold in shipments of approximately 130,000-140,000 barrels
         (100,000 barrels net to the Company's interest) and typically occurs
         every 40-50 days.

3.       Estimated Oil Price Differentials. The Company's realized wellhead
         crude oil price is lower than the NYMEX index level as a result of area
         and quality differentials. The Company has locked in a fixed price
         differential to NYMEX on approximately 60-65% of its production for the
         second half of 2002. Estimated average differentials by area for the
         second half of 2002 are: Onshore California - $4.00 per barrel,
         Offshore California - $6.85 per barrel, Florida - $8.25 per barrel, and
         Illinois - $0.90 per barrel. The estimates are based on current market
         conditions and include the effects of the fixed price differential
         arrangements.

4.       Crude Oil Hedge Positions. The estimated hedging gain (loss) is
         calculated based on the NYMEX prices presented and the Company's
         current crude oil hedge positions. The hedging gain (loss) presented
         does not include approximately $400,000 of option premiums that will be
         amortized as a charge to oil revenues in each of the third and fourth
         quarters of 2002.

5.       Production expenses. The Company estimates that production expenses
         (including production and ad valorem taxes) will average $9.20-$9.45
         per BOE and $8.80-$9.05 per BOE for the third and fourth quarter of
         2002, respectively. The estimates reflect increases from prior
         guidance due to increased costs for electricity and insurance premiums
         as well as the acquisition of the additional interest in the Point
         Arguello unit which has a higher production cost per BOE than the
         Company's average unit production expense. As disclosed in prior SEC
         Form 8-K filings, the Company obtains electricity for certain of its
         operations in California through a direct access contract with an
         electricity service provider. In July 2002, the California Public
         Utility Commission ("CPUC") assessed what is commonly known as "exit
         fees" for certain rate payers who elected to enter the direct access
         electricity market. The Company currently estimates that its
         electricity costs for the second half of 2002 will increase by $1.1
         million due to this CPUC ruling. The Company is currently evaluating
         alternatives to mitigate the increased costs, including the
         feasibility of self or co-generation projects.


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6.       General and administrative. Unit G&A costs are expected to average
         $1.25-$1.35 per BOE and $1.20-$1.30 per BOE for the third and fourth
         quarter of 2002, respectively. Unit G&A costs for 2002 are estimated to
         be $1.25-$1.35 per BOE. These amounts are consistent with prior
         guidance. For purposes of calculating upstream unit G&A, we exclude
         noncash compensation expense related to stock options and nonrecurring
         items from the calculation. For the third and fourth quarter of 2002
         noncash compensation expense is estimated at $200,000 per quarter.

7.       DD&A - oil and gas. The Company's DD&A rate for the first nine months
         of 2002 is $3.10 per BOE. The fourth quarter DD&A rate will be adjusted
         based on year-end 2002 proved reserve volumes. For estimate purposes we
         are utilizing the $3.10 rate for the fourth quarter.

8.       Equity in earnings of Plains All American Pipeline, L.P. ("PAA"). The
         Company's equity in earnings from PAA is based on guidance provided by
         PAA in its Form 8-K filed with the SEC on July 24, 2002, and the
         Company's aggregate ownership interest, as adjusted for general
         partner incentive distributions. As of the date hereof, the Company
         has an aggregate ownership interest of approximately 29%, consisting
         of (i) a 44% ownership stake in the general partner interest and
         incentive distribution rights, (ii) 45%, or approximately 4.5 million,
         of the subordinated units and (iii) 24%, or approximately 7.9 million
         of the common units (including the Class B common units). PAA's Form
         8-K provides guidance of $15.6 million to $17.9 million and $18.0
         million to $21.3 million for its third and fourth quarter 2002 net
         income, respectively.

9.       Loss on debt extinguishment. On July 3, 2002 Plains Exploration &
         Production Company, L.P. ("PXP"), a wholly owned subsidiary of the
         Company, completed a private placement under Rule 144A of the
         Securities Act of 1933 of 8 3/4% Senior Subordinated Notes due 2012 in
         the aggregate principal amount of $200 million. PXP also entered into a
         new senior secured revolving credit facility to provide up to $300
         million of available credit with an initial borrowing base of $225
         million. Syndication for this facility was completed on July 19, 2002.
         The $267.5 million of outstanding 10 1/4% Senior Subordinated Notes of
         the Company as well as its revolving credit facility were retired in
         connection with these PXP debt refinancing transactions. The Company
         will recognize a pre-tax loss of approximately $10.3 million in
         connection with the refinancing transactions consisting of: (1) $9.1
         million for the 3.4167% call premium on the 10 1/4% Senior
         Subordinated Notes, (2) $3.1 million of unamortized debt issue costs
         less (3) a $1.9 million credit for the unamortized premium on the
         10 1/4% Senior Subordinated Notes. In accordance with Statement of
         Financial Accounting Standards 145, the loss is not considered an
         extraordinary item.

10.      Interest expense. The Company's interest expense will consist of
         interest on:

          a.   PXP's $200 million of 8 3/4% Senior Subordinated Notes described
               above. The notes were issued at 98.376% of par, and interest
               expense for the third and fourth quarter of 2002 will each
               include $51,000 for the amortization of the original issue
               discount.

          b.   Third quarter 2002 interest expense will include $2.4 million of
               interest expense on the 10 1/4% Senior Subordinated Notes which
               were called for redemption on July 3, 2002 and were redeemed on
               August 2, 2002.

          c.   Amounts outstanding under PXP's $225 million revolving credit
               facility ("Credit Facility"). PXP had approximately $114 million
               in borrowings outstanding under the Credit Facility on July 31,
               2002. The Credit Facility provides for grid pricing at LIBOR



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          or Prime at PXP's option plus a margin based on the percentage of the
          borrowing base then being utilized as follows:

                            less than        25%         more than    more than
                               25%          to 50%          50%          75%
    LIBOR Loans               1.375%        1.500%         1.625%       1.750%
    Prime Loans               0.125%        0.250%         0.375%       0.500%
    Commitment Fee            0.375%        0.375%         0.500%       0.500%


     d.   The Company has a three-year interest rate swap agreement which fixes
          the interest rate on $7.5 million of borrowings at 3.9% not including
          the rate margin.

     e.   The Company estimates it will capitalize approximately $600,000 of
          interest during each of the third quarter and the fourth quarter of
          2002.

     f.   The Company estimates that it's third quarter interest expense will be
          $7.3 million to $7.5 million, assuming an average NYMEX crude oil
          price of $25.00 per barrel and the guidance estimates included in this
          document.

11.  Book Tax Rate. The Company's book tax rate is based on a Federal rate of
     35% and an estimated combined foreign and state rate of 6%. The foreign tax
     is attributable to the Canadian operations of PAA. The Company's deferred
     and current tax rates are based on current estimates of taxable income and
     utilization of net operating loss carryforwards.

12.  Weighted average equivalent shares outstanding. Estimated basic shares
     outstanding are based on shares outstanding on June 30, 2002, net of
     treasury shares. Estimated diluted shares are based on basic shares
     outstanding, plus shares issuable upon conversion of preferred stock and
     outstanding options and warrants utilizing the treasury stock method for
     the options and warrants assuming a $25.00 average price for the Company's
     common stock.

13.  Distributions from Plains All American Pipeline, L.P. The estimated cash
     distributions are based on PAA's $0.5375 per unit quarterly distribution
     ($2.15 on an annual basis) that was declared in July 2002. The amount
     presented reflects estimated cash to be received from PAA and has not been
     adjusted for cash taxes.

14.  PXP has filed an initial registration statement with the SEC for an initial
     public offering ("IPO") of slightly less than 20% of PXP's outstanding
     common stock (after giving effect to the IPO). If the IPO is completed, the
     Company expects that:

     a.   a portion of the proceeds will be used to repay amounts outstanding
          under the Credit Facility, which would in turn reduce reported
          interest expense, and

     b.   the Company will report a minority interest expense for the shares
          sold to the public. The minority interest expense will be based on the
          percentage of PXP's outstanding shares that are held by the public and
          PXP's reported net income.


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                                   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.


Date: August 8, 2002                          /s/ Cynthia A. Feeback
                                              ----------------------------------
                                              Cynthia A. Feeback
                                              Senior Vice President--Accounting
                                              and Treasurer

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