01-32080. Issuer Delisting; Notice of Application To Withdraw From Listing and Registration on the American Stock Exchange LLC (Plains Resources, Inc., Common Stock, $.10 Par Value), File No. 1-10454

December 21, 2001.

Plains Resources, Inc. a Delaware corporation (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and rule 12d2-2(d) thereunder,^[2] to withdraw its Common Stock, $.10 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex”).

The Issuer has stated in its application that it has complied with the rules of the Amex by complying with all applicable laws in effect in the State of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

On November 6, 2001, the Board of Directors of the Issuer unanimously approved a resolution to withdraw its Security from listing on the Amex and to list it on the New York Stock Exchange, Inc. (“NYSE”). In its application, the Issuer stated that trading in the Security on the Amex ceased on December 20, 2001, and trading in the Security is expected to begin on the NYSE at the opening of business on December 21, 2001. In making the decision to withdraw the Security from listing on the Exchange, the Issuer represents that it seeks to avoid the direct and indirect costs and division of the market resulting from dual listing on the Amex and the NYSE.

The Issuer's application relates solely to the Security withdrawal from listing on the Amex and shall affect neither its approval for trading on the NYSE nor its obligation to be registered under section 12(g) of the Act.^[3]

Any interested person may, on or before January 16, 2002 submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[4]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (g).

4.  17 CFR 200.30-3(a)(1).