Exhibit 2.2     
    
PRELIMINARY COPY     

    
                             LATEX RESOURCES, INC.     
    
                      4200 EAST SKELLY DRIVE, SUITE 1000     
    
                             TULSA, OKLAHOMA 74135     

    
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS     

    
     The undersigned hereby appoints ________________ and _________________ as
proxies ("Proxies") (to act by majority decision if more than one shall act),
and each of them with full power of substitution, to vote all shares of Common
Stock of LaTex Resources, Inc. (the "Company") that the undersigned is entitled
to vote at the Special Meeting of Stockholders thereof to be held on
_____________ __, 1997, or at any adjournment thereof, as follows:     

    
1.   PROPOSAL TO APPROVE THE MERGER OF A SUBSIDIARY OF ALLIANCE RESOURCES PLC
     WITH AND INTO THE COMPANY, WITH THE COMPANY TO BECOME A WHOLLY OWNED
     SUBSIDIARY OF ALLIANCE RESOURCES PLC.     

    
     [_]                       FOR      [_]    AGAINST      [_]   ABSTAIN     

    
2.   IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
     BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.     

    
     THIS PROXY IS CONTINUED ON THE REVERSE SIDE, PLEASE DATE, AND RETURN
     PROMPTLY     

    
     The shares represented hereby will be voted in accordance with the
specifications made.  If no specification is made, this proxy will be voted FOR
Proposal 1 and in accordance with the discretion of the person voting the proxy
with respect to any other business properly before the meeting.     

    
     Receipt of Notice of Special Meeting and Proxy Statement dated
____________, 1997 is hereby acknowledged.     

    
                                           Dated:                    , 1997     

    
     

     
                                                       Signature     
    
     

    
                                                       Signature     
    
                                             PLEASE SIGN EXACTLY AS NAME APPEARS
                                             HEREIN. JOINT OWNERS SHOULD EACH
                                             SIGN. WHEN SIGNING AS ATTORNEY,
                                             EXECUTOR, ADMINISTRATOR, TRUSTEE OR
                                             GUARDIAN, GIVE FULL TITLE AS SUCH.
                                             IF A CORPORATION, SIGN IN FULL
                                             CORPORATE NAME BY PRESIDENT OR
                                             OTHER AUTHORIZED OFFICER. IF A
                                             PARTNERSHIP, SIGN IN PARTNERSHIP
                                             NAME BY AUTHORIZED PERSON.     

 
    
        (Please mark, sign, date and return the proxy in the enclosed 
                                envelope.)