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                                                                    EXHIBIT 99.2

                                  [Proxy Card]

                             3TEC ENERGY CORPORATION

           This Proxy Is Solicited On Behalf Of The Board Of Directors

     I have received the Notice of Special Meeting of Stockholders to be held on
June 3, 2003, (the "Special Meeting") and a Proxy Statement furnished by the
Board of Directors of 3TEC Energy Corporation (the "Company") for the Special
Meeting. I appoint Floyd C. Wilson and Shane M. Bayless, and each of them, as
proxies with power of substitution in each, to represent me and to vote all the
shares of common stock of the Company that I am entitled to vote at the Special
Meeting on June 3, 2003 in the manner shown on this form as to the following
matters and in their discretion on any other business or matters that properly
come before the meeting or any adjournment thereof, including an adjournment for
the purpose of soliciting additional proxies.

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       The Company's Board of Directors recommends a vote FOR proposal 1.
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1.   Proposal to adopt the Agreement and Plan of Merger dated February 2, 2003,
     by and among Plains Exploration & Production Company, its wholly-owned
     subsidiary PXP Gulf Coast Inc. and the Company, pursuant to which the
     Company will be merged with and into PXP Gulf Coast Inc.

     FOR   [ ]           AGAINST   [ ]             ABSTAIN   [ ]



                  (Continued and to be signed on reverse side)

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                             [Reverse of Proxy Card]

THE PROXY HOLDERS CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
IF THIS PROXY IS SIGNED AND RETURNED, IT WILL BE VOTED IN ACCORDANCE WITH YOUR
INSTRUCTIONS. YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE
APPROPRIATE BOXES ON THE REVERSE SIDE, BUT IF YOU DO NOT SPECIFY HOW THE PROXY
SHOULD BE VOTED, IT WILL BE VOTED "FOR" PROPOSAL 1.

                                     I hereby revoke any proxy or proxies
                                     previously given to represent or vote the
                                     shares of common stock of the Company that
                                     I am entitled to vote, and I ratify and
                                     confirm all actions that the proxies, their
                                     substitutes, or any of them, may lawfully
                                     take in accordance with the terms of this
                                     proxy card.


                            Dated:                                        , 2003




                                     Signature(s) of Stockholder(s)

                    Please sign this proxy as your name(s) appears above. Joint
                    owners should both sign. If signed as attorney, executor,
                    guardian or in some other representative capacity, or as
                    officer of a corporation, please indicate your capacity or
                    title.

                    Please complete, date and sign this proxy and return it
                    promptly in the enclosed envelope, which requires no postage
                    if mailed in the United States