Edgar Filing: PLAINS RESOURCES INC

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 16)*

PLAINS RESOURCES, INC.
........................................................................
(Name of Issuer)

COMMON STOCK
........................................................................
(Title of Class of Securities)

726540503
........................................................................
(CUSIP Number)

DAVID J. SHLADOVSKY, C/O KAYNE ANDERSON CAPITAL ADVISORS, L.P.
1800 AVENUE OF THE STARS, SECOND FLOOR, LOS ANGELES, CA 90067
(310) 556-2721
........................................................................
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

8/13/04
........................................................................
(Date of Event which Requires Piling of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

CUSIP NO. 726540503

SCHEDULE 13D PAGE 2 OF 7 PAGES

..............................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

RICHARD A. KAYNE - 124-34-0063
..............................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
..............................................................................
3 SEC USE ONLY
..............................................................................
4 SOURCE OF FUNDS

AF PF
..............................................................................
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(E) [ ]
..............................................................................
6 CITIZENSHIP OR PLACE OF ORGANIZATION

A U.S. CITIZEN
..............................................................................
7 SOLE VOTING POWER

NUMBER OF 0
SHARES ................................................
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH REPORTING 0
PERSON WITH ................................................
9 SOLE DISPOSITIVE POWER

0
................................................
10 SHARED DISPOSITIVE POWER

0
..............................................................................
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
..............................................................................
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]

..............................................................................
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0%
..............................................................................
12 TYPE OF REPORTING PERSON

IN
..............................................................................

CUSIP NO. 726540503 SCHEDULE 13D PAGE 3 OF 7 PAGES

..............................................................................
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

KAYNE ANDERSON CAPITAL ADVISORS, L.P. - 95-4486379

..............................................................................
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
..............................................................................
3 SEC USE ONLY
..............................................................................
4 SOURCE OF FUNDS

A CALIFORNIA LIMITED PARTNERSHIP
..............................................................................
7 SOLE VOTING POWER

0
................................................
10 SHARED DISPOSITIVE POWER

0
..............................................................................
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0
..............................................................................
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]

..............................................................................
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

0%
..............................................................................
12 TYPE OF REPORTING PERSON

IA
..............................................................................

United States
Securities and Exchange Commission

SCHEDULE 13D
AMENDMENT NO. 16

*********************

ITEM 1. SECURITY AND ISSUER

Common Stock, $0.10 par value.

Plains Resources, Inc.
700 Milam Street, Suite 3100
Houston, TX 77002

ITEM 2. IDENTITY AND BACKGROUND

The Reporting Persons include Kayne Anderson Capital Advisors, L.P. and Richard
A. Kayne.

a. KAYNE ANDERSON CAPITAL ADVISORS, L.P.

Kayne Anderson Capital Advisors, L.P. ("KACALP"), a California limited
partnership, is an investment adviser registered with the Securities and
Exchange Commission under the Investment Advisers Act of 1940. It serves
as sole general partner of and investment adviser to various investment
partnerships holding the issuer's Common Stock. KACALP also serves as
investment adviser to a small number of separate account clients which
hold the issuer's Common Stock.

Kayne Anderson Investment Management, Inc. ("KAIM"), a Nevada
corporation, is the sole general partner of KACALP. KAIM is owned by KA
Holdings, Inc. ("KA Holdings"), a California corporation, the
shareholders of which are Richard A. Kayne and John E. Anderson. The
principal business address of the Reporting Persons, KAIM and KA
Holdings is 1800 Avenue of the Stars, Second Floor, Los Angeles,
California 90067.

b. RICHARD A. KAYNE

Mr. Kayne, a U.S. citizen, is President, Chief Executive Officer and
Director of KAIM and KA Holdings.

Mr. Kayne also serves as Co-Management Chair and Chief Executive Officer
of Kayne Anderson Rudnick Investment Management, LLC, a California
limited liability company ("KARIM"), and President and Director of KA
Associates, Inc., a Nevada corporation ("KAA"). KARIM is a registered
investment adviser. KAA is a registered broker/dealer. The principal
business address of KARIM and KAA is 1800 Avenue of the Stars, Second
Floor, Los Angeles, CA 90067.

c. None of the Reporting Persons, KAIM or KA Holdings has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) in the past five years, nor has any of them been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, which resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation
with respect to such law during the last five years.

d. The following additional persons are officers and/or directors of one or
more of KAIM and KA Holdings. (KACALP, a limited partnership, does not
have any officers or directors.) Each such person is a U.S. citizen
whose address is, unless noted otherwise, 1800 Avenue of the Stars,
Second Floor, Los Angeles, California 90067. None of such persons has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) in the past five years, nor has any of them been a
party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, which resulted in a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such law during the last five years.

JOHN E. ANDERSON. Chairman of Topa Equities, Ltd., a diversified
investment company located at 1800 Avenue of the
Stars, Suite 1400, Los Angeles, California 90067.
Mr. Anderson is Director of KAIM and KA Holdings.

HOWARD M. ZELIKOW. Vice President and Director of KAIM

ROBERT V. SINNOTT. Vice President of KAIM

RALPH C. WALTER. Chief Operating Officer of KAIM and KA Holdings.

DAVID J. SHLADOVSKY. General Counsel and Secretary of KAIM and
KA Holdings.

JOHN F. DALEY. Chief Financial Officer and Treasurer of KAIM and
KA Holdings.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

ITEM 4. PURPOSE OF TRANSACTION

[This Amendment No. 16 is filed for purposes of disclosing that as a result of
Vulcan Capital's ("Vulcan") purchase of the Issuer, the Reporting Persons no
longer hold any of the Issuer's Common Stock. Their previously held shares were
sold to Vulcan in a private transaction.]

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

a. Neither Reporting Person continues to have an Interest in the Common Stock of
the Issuer.

b. See 5a.

c. The following transactions in the Common Stock beneficially owned by the
Reporting Persons were effected in the last 60 days:

Common Stock Stock
Date Type # of shares Price Where/how transaction effected
-------- ---- ------ ------ ------------------------

7/23/04 sell 1,743,266 17.25 private transaction

d. Not applicable

e. Not applicable

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.

[Was there a purchase agreement between KACALP and Vulcan regarding the shares
that were sold?]

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

August 16, 2004
---------------------------------------
Date

/S/ Richard A. Kayne
---------------------------------------
Richard A. Kayne

KAYNE ANDERSON CAPITAL ADVISORS, L.P.

By: Kayne Anderson Investment Management, Inc.

By: /S/ David J. Shladovsky
------------------------------------------
David J. Shladovsky, Secretary

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(f)(1)

This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934 (the "Act") by and between the parties listed below, each
referred to herein as a "Joint Filer." The Joint Filers agree that a statement
of beneficial ownership as required by Section 13(d) of the Act and the Rules
thereunder may be filed on each of their behalf on Schedule 13D or Schedule 13G,
as appropriate, and that said joint filing may thereafter be amended by further
joint filings. The Joint Filers state that they each satisfy the requirements
for making a joint filing under Rule 13d-1.

/S/ Richard A. Kayne
-------------------------------------------
Richard A. Kayne

/S/ David J. Shladovsky
-------------------------------------------
Kayne Anderson Capital Advisors, L.P., by
David J. Shladovsky, Secretary of
Kayne Anderson Investment Management, Inc.,
general partner