<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2001
                                                  REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                             PLAINS RESOURCES INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                            13-2898764
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                         Identification No.)

                             500 DALLAS, SUITE 700
                             HOUSTON, TEXAS  77002
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                PLAINS RESOURCES INC. 2001 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              TIMOTHY T. STEPHENS
   EXECUTIVE VICE PRESIDENT OF ADMINISTRATION, SECRETARY AND GENERAL COUNSEL
                             PLAINS RESOURCES INC.
                             500 DALLAS, SUITE 700
                             HOUSTON, TEXAS  77002
                    (Name and Address of Agent for Service)

                                 (713) 654-1414
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                           MICHAEL E. DILLARD, P.C.
                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                       1900 PENNZOIL PLACE - SOUTH TOWER
                              711 LOUISIANA STREET
                             HOUSTON, TEXAS  77002
                                 (713) 220-5800

                             ______________________

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                           PROPOSED              PROPOSED          AMOUNT OF
       TITLE OF SECURITIES            AMOUNT TO BE          MAXIMUM               MAXIMUM         REGISTRATION
         TO BE REGISTERED            REGISTERED (1)   OFFERING PRICE PER    AGGREGATE OFFERING        FEE
                                                           SHARE (2)             PRICE (2)
--------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>                   <C>                   <C>
 Common Stock, par value $0.10           4,000,000          $26.00             $104,000,000        $26,000
  per share
==============================================================================================================
</TABLE>

(1)  Issuable upon the exercise of options or awards available for grant under
     the Plains Resources Inc. 2001 Stock Incentive Plan.  The number of shares
     of common stock registered hereby is subject to adjustment to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated for the purpose of calculating the registration fee pursuant to
     Rule 457(h).  The offering price and registration fee are computed on the
     basis of the average of the high and low prices of the common stock as
     reported on the American Stock Exchange on July 30, 2001.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information required in Part I of this
registration statement will be provided to each participant in the Plains
Resources Inc. 2001 Stock Incentive Plan as required by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed by us with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this registration statement:

(a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
     2000; filed on April 2, 2001;

(b)  Amendment No. 1 to our Annual Report on Form 10-K/A filed on April 30;
     2001;

(c)  Our Current Report on Form 8-K filed May 10, 2001;

(d)  Our Current Report on Form 8-K filed June 13, 2001;

(e)  Our Current Report on Form 8-K filed July 17, 2001;

(f)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
     filed on May 15, 2001;

(g)  Our Definitive Proxy Statement on Form 14A, filed on June 13, 2001; and

(h)  The description of our common stock, par value $0.10 per share, contained
     in our registration statement on Form 8-A for registration of securities
     pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description.

     In addition, all documents we subsequently file pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                       1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with resect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful.  In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

     Article Tenth of our Second Restated Certificate of Incorporation provides
that we shall indemnify to the fullest extent authorized or permitted by law any
person made, or threatened to be made, a party to any action, suit or proceeding
(whether civil, criminal or otherwise) by reason of fact that he or she, or his
or her testator or intestate, is or was one of our directors or officers or by
reason of the fact that such director or officer, at our request, is or was
serving any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity.  The rights to
indemnification set forth above are not exclusive of any other rights to which
such person may be entitled under any statute, provision of our Second Restated
Certificate of Incorporation or Bylaws, agreements, vote of stockholders or
disinterested directors or otherwise.

     Additionally, Article VIII of our Bylaws provides for mandatory
indemnification to at least the extent specifically allowed by Section 145 of
the DGCL.  The Bylaws generally follow the language of Section 145 of the DGCL,
but in addition specify that any director, officer, employee or agent may apply
to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under the Bylaws,
notwithstanding any contrary determination denying indemnification made by our
board of directors, by independent legal counsel, or by the stockholders, and
notwithstanding the absence of any determination with respect to
indemnification.  The Bylaws also specify certain circumstances in which a
finding is required that the person seeking indemnification acted in good faith,
for purposes of determining whether indemnification is available.  Under the
Bylaws, a person shall be deemed to have acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to our best interests, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if his or her action is based
on our records or books of account or those of another enterprise, or on
information supplied to him or her by our officers or those of another
enterprise in the course of their duties, or on the advice of our legal counsel
or that of another enterprise or on information or records given or reports made
to us or another enterprise by an independent certified public accountant or by
an appraiser or other expert selected with reasonable care by us or another
enterprise.

     The above discussion of our Second Restated Certificate of Incorporation
and Bylaws, and Section 145 of the DGCL, is not intended to be exhaustive and is
qualified in its entirety by each of such documents and such statute.

     Our board of directors has authorized an employment agreement containing
indemnification provisions with Mr. William C. Egg, Jr., our Senior Vice
President of Engineering.  Pursuant to that agreement, we have agreed to
indemnify and hold Mr. Egg harmless to the fullest extent permitted by law, from
any loss, damage or liability incurred in the course of his employment.  The
amount paid by us is reducible by the amount of insurance paid to or on his
behalf with respect to any event giving rise to indemnification.  Mr. Egg's
right to indemnification is to survive his death or termination of employment
and the termination of his employment agreement.

                                       2
<PAGE>

     In addition, we have entered into an employment agreement, effective as of
May 8, 2001, with James C. Flores, our Chairman of the Board and Chief Executive
Officer.  Pursuant to that agreement, we have agreed to indemnify and hold Mr.
Flores harmless to the fullest extent permitted by law, during the term of his
employment and for six years thereafter, from any costs, liabilities, losses or
exposures incurred in the course of his employment.  The agreement also provides
that during the term of Mr. Flores' employment and for a period of six years
thereafter, Mr. Flores will be named as an insured under any policy that we
obtain to insure directors and officers against personal liability incurred in
connection with their service in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1   Second Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 3(a) to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995).

     4.2   Bylaws of the registrant, as amended to date (incorporated by
reference to Exhibit 3(b) to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1993).

     4.3*  First Amendment to the registrant's Bylaws, effective as of May 15,
2001.

     4.4   Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4 to the registrant's Form S-1 Registration Statement (Reg. No. 333-
33986)).

     5.1*  Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     23.1* Consent of PricewaterhouseCoopers LLP.

     23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).

     24.1*  Power of Attorney (included on signature page of this registration
statement).

______________________________
* filed herewith

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed which the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                                       3
<PAGE>

          (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8  or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities being offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this city of Houston, Texas, on the 2nd day of August, 2001.

                                 PLAINS RESOURCES INC.


                                 By:  /s/ James C. Flores
                                      --------------------------------------
                                      James C. Flores
                                      Chairman of the Board and
                                      Chief Executive Officer


                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
James C. Flores and Jere C. Overdyke, Jr., with full power to act, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
all capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
DATE                                Signature                                            Title
----                                ---------                                            -----
<S>                 <C>                                         <C>
                    /s/ James C. Flores
August 2, 2001      ____________________________                Chairman of the Board and Chief Executive Officer
                    James C. Flores                             (principal executive officer)

                    /s/ Jere C. Overdyke, Jr.
August 2, 2001      ____________________________                Executive Vice President and Chief Financial Officer
                    Jere C. Overdyke, Jr.                       (principal financial officer)

                    /s/ Cynthia A. Feeback
August 2, 2001      ____________________________                Vice President - Accounting and Treasurer
                    Cynthia A. Feeback                          (principal accounting officer)

                    /s/ Jerry L. Dees
August 2, 2001      ____________________________                Director
                    Jerry L. Dees

                    /s/ Tom H. Delimitros
August 2, 2001      ____________________________                Director
                    Tom H. Delimitros

                    /s/ William M. Hitchcock
August 2, 2001      ____________________________                Director
                    William M. Hitchcock

                    /s/ Dan M. Krausse
August 2, 2001      ____________________________                Director
                    Dan M. Krausse
</TABLE>

                                       5
<PAGE>
<TABLE>
<S>                 <C>                                         <C>

                    /s/ John H. Lollar
August 2, 2001      ____________________________                Director
                    John H. Lollar

                    /s/ D. Martin Phillips
August 2, 2001      ____________________________                Director
                    D. Martin Phillips

                    /s/ Robert V. Sinnott
August 2, 2001      ____________________________                Director
                    Robert V. Sinnott

                    /s/ J. Taft Symonds
August 2, 2001      ____________________________                Director
                    J. Taft Symonds
</TABLE>

                                       6
<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT
NUMBER   DESCRIPTION OF EXHIBITS
------   -----------------------

  4.1    Second Restated Certificate of Incorporation of the registrant
         (incorporated by reference to Exhibit 3(a) to the registrant's Annual
         Report on Form 10-K for the year ended December 31, 1995).

  4.2    Bylaws of the registrant, as amended to date (incorporated by reference
         to Exhibit 3(b) to the registrant's Annual Report on Form 10-K for the
         year ended December 31, 1993).

  4.3*   First Amendment to the registrant's Bylaws, effective as of May 15,
         2001.

  4.4    Specimen Common Stock Certificate (incorporated by reference to
         Exhibit 4 to the registrant's Form S-1 Registration Statement (Reg. No.
         333-33986)).

  5.1*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

 23.1*   Consent of PricewaterhouseCoopers LLP.

 23.2*   Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
         Exhibit 5.1).

 24.1*   Power of Attorney (included on signature pages of this registration
         statement).

______________________________
*filed herewith

                                       7
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{"company-data": {"conformed-name": "PLAINS RESOURCES INC", "cik": "0000350426", "assigned-sic": "5172", "irs-number": "132898764", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66602", "film-number": "1696398"}, "business-address": {"street1": "500 DALLAS", "street2": "STE 700", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7136541414"}, "mail-address": {"street1": "1600 SMITH STREET", "street2": "SUITE 1500", "city": "HOUSTON", "state": "TX", "zip": "77002"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 2001
                                                  REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ______________________

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                             ______________________

                             PLAINS RESOURCES INC.
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                                            13-2898764
  (State or Other Jurisdiction                             (I.R.S. Employer
of Incorporation or Organization)                         Identification No.)

                             500 DALLAS, SUITE 700
                             HOUSTON, TEXAS  77002
                    (Address of Principal Executive Offices)
                                   (Zip Code)

                PLAINS RESOURCES INC. 2001 STOCK INCENTIVE PLAN
                            (Full Title of the Plan)

                              TIMOTHY T. STEPHENS
   EXECUTIVE VICE PRESIDENT OF ADMINISTRATION, SECRETARY AND GENERAL COUNSEL
                             PLAINS RESOURCES INC.
                             500 DALLAS, SUITE 700
                             HOUSTON, TEXAS  77002
                    (Name and Address of Agent for Service)

                                 (713) 654-1414
         (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                           MICHAEL E. DILLARD, P.C.
                    AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P
                       1900 PENNZOIL PLACE - SOUTH TOWER
                              711 LOUISIANA STREET
                             HOUSTON, TEXAS  77002
                                 (713) 220-5800

                             ______________________

                        CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
                                                           PROPOSED              PROPOSED          AMOUNT OF
       TITLE OF SECURITIES            AMOUNT TO BE          MAXIMUM               MAXIMUM         REGISTRATION
         TO BE REGISTERED            REGISTERED (1)   OFFERING PRICE PER    AGGREGATE OFFERING        FEE
                                                           SHARE (2)             PRICE (2)
--------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.10           4,000,000          $26.00             $104,000,000        $26,000
  per share
==============================================================================================================
(1)  Issuable upon the exercise of options or awards available for grant under
     the Plains Resources Inc. 2001 Stock Incentive Plan.  The number of shares
     of common stock registered hereby is subject to adjustment to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions.

(2)  Estimated for the purpose of calculating the registration fee pursuant to
     Rule 457(h).  The offering price and registration fee are computed on the
     basis of the average of the high and low prices of the common stock as
     reported on the American Stock Exchange on July 30, 2001.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The documents containing the information required in Part I of this
registration statement will be provided to each participant in the Plains
Resources Inc. 2001 Stock Incentive Plan as required by Rule 428(b)(1)
promulgated under the Securities Act of 1933, as amended (the "SECURITIES ACT").

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents and information previously filed by us with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference into this registration statement:

(a)  Our Annual Report on Form 10-K for the fiscal year ended December 31,
     2000; filed on April 2, 2001;

(b)  Amendment No. 1 to our Annual Report on Form 10-K/A filed on April 30;
     2001;

(c)  Our Current Report on Form 8-K filed May 10, 2001;

(d)  Our Current Report on Form 8-K filed June 13, 2001;

(e)  Our Current Report on Form 8-K filed July 17, 2001;

(f)  Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001,
     filed on May 15, 2001;

(g)  Our Definitive Proxy Statement on Form 14A, filed on June 13, 2001; and

(h)  The description of our common stock, par value $0.10 per share, contained
     in our registration statement on Form 8-A for registration of securities
     pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act"), including any amendment or report filed for
     the purpose of updating such description.

     In addition, all documents we subsequently file pursuant to Sections 13(a),
13(c), 14, and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this registration statement to the extent that a statement contained herein
modifies or supersedes such statement.  Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this registration statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

                                       1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the Delaware General Corporation Law ("DGCL") permits a
corporation, under specified circumstances, to indemnify its directors,
officers, employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with resect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful.  In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.

     Article Tenth of our Second Restated Certificate of Incorporation provides
that we shall indemnify to the fullest extent authorized or permitted by law any
person made, or threatened to be made, a party to any action, suit or proceeding
(whether civil, criminal or otherwise) by reason of fact that he or she, or his
or her testator or intestate, is or was one of our directors or officers or by
reason of the fact that such director or officer, at our request, is or was
serving any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity.  The rights to
indemnification set forth above are not exclusive of any other rights to which
such person may be entitled under any statute, provision of our Second Restated
Certificate of Incorporation or Bylaws, agreements, vote of stockholders or
disinterested directors or otherwise.

     Additionally, Article VIII of our Bylaws provides for mandatory
indemnification to at least the extent specifically allowed by Section 145 of
the DGCL.  The Bylaws generally follow the language of Section 145 of the DGCL,
but in addition specify that any director, officer, employee or agent may apply
to any court of competent jurisdiction in the State of Delaware for
indemnification to the extent otherwise permissible under the Bylaws,
notwithstanding any contrary determination denying indemnification made by our
board of directors, by independent legal counsel, or by the stockholders, and
notwithstanding the absence of any determination with respect to
indemnification.  The Bylaws also specify certain circumstances in which a
finding is required that the person seeking indemnification acted in good faith,
for purposes of determining whether indemnification is available.  Under the
Bylaws, a person shall be deemed to have acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to our best interests, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if his or her action is based
on our records or books of account or those of another enterprise, or on
information supplied to him or her by our officers or those of another
enterprise in the course of their duties, or on the advice of our legal counsel
or that of another enterprise or on information or records given or reports made
to us or another enterprise by an independent certified public accountant or by
an appraiser or other expert selected with reasonable care by us or another
enterprise.

     The above discussion of our Second Restated Certificate of Incorporation
and Bylaws, and Section 145 of the DGCL, is not intended to be exhaustive and is
qualified in its entirety by each of such documents and such statute.

     Our board of directors has authorized an employment agreement containing
indemnification provisions with Mr. William C. Egg, Jr., our Senior Vice
President of Engineering.  Pursuant to that agreement, we have agreed to
indemnify and hold Mr. Egg harmless to the fullest extent permitted by law, from
any loss, damage or liability incurred in the course of his employment.  The
amount paid by us is reducible by the amount of insurance paid to or on his
behalf with respect to any event giving rise to indemnification.  Mr. Egg's
right to indemnification is to survive his death or termination of employment
and the termination of his employment agreement.

                                       2
In addition, we have entered into an employment agreement, effective as of
May 8, 2001, with James C. Flores, our Chairman of the Board and Chief Executive
Officer.  Pursuant to that agreement, we have agreed to indemnify and hold Mr.
Flores harmless to the fullest extent permitted by law, during the term of his
employment and for six years thereafter, from any costs, liabilities, losses or
exposures incurred in the course of his employment.  The agreement also provides
that during the term of Mr. Flores' employment and for a period of six years
thereafter, Mr. Flores will be named as an insured under any policy that we
obtain to insure directors and officers against personal liability incurred in
connection with their service in such capacities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     4.1   Second Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 3(a) to the registrant's Annual Report on
Form 10-K for the year ended December 31, 1995).

     4.2   Bylaws of the registrant, as amended to date (incorporated by
reference to Exhibit 3(b) to the registrant's Annual Report on Form 10-K for the
year ended December 31, 1993).

     4.3*  First Amendment to the registrant's Bylaws, effective as of May 15,
2001.

     4.4   Specimen Common Stock Certificate (incorporated by reference to
Exhibit 4 to the registrant's Form S-1 Registration Statement (Reg. No. 333-
33986)).

     5.1*  Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

     23.1* Consent of PricewaterhouseCoopers LLP.

     23.2* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1).

     24.1*  Power of Attorney (included on signature page of this registration
statement).

______________________________
* filed herewith

ITEM 9.  UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed which the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

                                       3
(iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8  or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities being offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in this city of Houston, Texas, on the 2nd day of August, 2001.

                                 PLAINS RESOURCES INC.

                                 By:  /s/ James C. Flores
                                      --------------------------------------
                                      James C. Flores
                                      Chairman of the Board and
                                      Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
James C. Flores and Jere C. Overdyke, Jr., with full power to act, his or her
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in
all capacities, to sign any and all amendments (including, without limitation,
post-effective amendments) to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
DATE                                Signature                                            Title
----                                ---------                                            -----
/s/ James C. Flores
August 2, 2001      ____________________________                Chairman of the Board and Chief Executive Officer
                    James C. Flores                             (principal executive officer)

                    /s/ Jere C. Overdyke, Jr.
August 2, 2001      ____________________________                Executive Vice President and Chief Financial Officer
                    Jere C. Overdyke, Jr.                       (principal financial officer)

                    /s/ Cynthia A. Feeback
August 2, 2001      ____________________________                Vice President - Accounting and Treasurer
                    Cynthia A. Feeback                          (principal accounting officer)

                    /s/ Jerry L. Dees
August 2, 2001      ____________________________                Director
                    Jerry L. Dees

                    /s/ Tom H. Delimitros
August 2, 2001      ____________________________                Director
                    Tom H. Delimitros

                    /s/ William M. Hitchcock
August 2, 2001      ____________________________                Director
                    William M. Hitchcock

                    /s/ Dan M. Krausse
August 2, 2001      ____________________________                Director
                    Dan M. Krausse
5
/s/ John H. Lollar
August 2, 2001      ____________________________                Director
                    John H. Lollar

                    /s/ D. Martin Phillips
August 2, 2001      ____________________________                Director
                    D. Martin Phillips

                    /s/ Robert V. Sinnott
August 2, 2001      ____________________________                Director
                    Robert V. Sinnott

                    /s/ J. Taft Symonds
August 2, 2001      ____________________________                Director
                    J. Taft Symonds
6
INDEX TO EXHIBITS

EXHIBIT
NUMBER   DESCRIPTION OF EXHIBITS
------   -----------------------

  4.1    Second Restated Certificate of Incorporation of the registrant
         (incorporated by reference to Exhibit 3(a) to the registrant's Annual
         Report on Form 10-K for the year ended December 31, 1995).

  4.2    Bylaws of the registrant, as amended to date (incorporated by reference
         to Exhibit 3(b) to the registrant's Annual Report on Form 10-K for the
         year ended December 31, 1993).

  4.3*   First Amendment to the registrant's Bylaws, effective as of May 15,
         2001.

  4.4    Specimen Common Stock Certificate (incorporated by reference to
         Exhibit 4 to the registrant's Form S-1 Registration Statement (Reg. No.
         333-33986)).

  5.1*   Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.

 23.1*   Consent of PricewaterhouseCoopers LLP.

 23.2*   Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
         Exhibit 5.1).

 24.1*   Power of Attorney (included on signature pages of this registration
         statement).

______________________________
*filed herewith

                                       7