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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2004



OR



 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



Commission file number: 001-31470



PLAINS EXPLORATION
& PRODUCTION COMPANY

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 33-0430755                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



700 Milam Street, Suite 3100

Houston, Texas 77002

(Address of
principal executive offices)

(Zip Code)



(832) 239-6000

(Registrants telephone number,
including area code)



Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.    Yes  x    No   ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No   ̈



77.1 million shares of Common Stock, $0.01 par value, issued and outstanding at July 30, 2004.



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##### Table of Contents

PLAINS EXPLORATION & PRODUCTION COMPANY



INDEX TO CONSOLIDATED FINANCIAL STATEMENTS



|                                                                                                                |  |   
|--------------------------------------------------------------------------------------------------------------- |  | --
|PART I. FINANCIAL INFORMATION                                                                                   |  |   
|                                                                                                                | 
|Item 1.  Unaudited Financial Statements:                                                                        |  |   
|                                                                                                                | 
|Consolidated Balance SheetsJune 30, 2004 and December 31, 2003                                                  |  | 1 
|Consolidated Statements of IncomeFor the three months and six months ended June 30, 2004 and 2003               |  | 2 
|Consolidated Statements of Cash FlowsFor the six months ended June 30, 2004 and 2003                            |  | 3 
|Consolidated Statements of Comprehensive IncomeFor the three months and six months ended June 30, 2004 and 2003 |  | 4 
|Consolidated Statement of Changes in Stockholders EquityFor the six months ended June 30, 2004                 |  | 5 
|Notes to Consolidated Financial Statements                                                                      |  | 6 
|                                                                                                                | 
|Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations                  |  | 27
|                                                                                                                | 
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                                             |  | 40
|                                                                                                                | 
|Item 4.  Controls and Procedures                                                                                |  | 43
|                                                                                                                | 
|PART II.
OTHER INFORMATION                                                                                      |  | 44



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##### Table of Contents

PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATED BALANCE SHEETS (Unaudited)

(in thousands of dollars)



|                                                            |  |              |           |   |                  |   |           |  
|----------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | --------- | -
|                                                            |  | June 30,2004 |           |   | December 31,2003 |  
|ASSETS                                                      |  |              |           |   |                  |   |           |  
|Current Assets                                              |  |              |           |   |                  |   |           |  
|Cash and cash equivalents                                   |  | $            | 8,683     |   |                  | $ | 1,377     |  
|Accounts receivablePlains All American Pipeline, L.P.      |  |              | 23,928    |   |                  |   | 25,344    |  
|Other accounts receivable                                   |  |              | 69,273    |   |                  |   | 25,267    |  
|Inventories                                                 |  |              | 6,715     |   |                  |   | 5,318     |  
|Deferred income taxes                                       |  |              | 67,308    |   |                  |   | 21,807    |  
|Assets held for sale                                        |  |              | 98,933    |   |                  |   |          |  
|Other current assets                                        |  |              | 12,248    |   |                  |   | 3,019     |  
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  |              | 287,088   |   |                  |   | 82,132    |  
|                                                            |  |              |           |   |                  |   |           |  
|Property and Equipment, at cost                             |  |              |           |   |                  |   |           |  
|Oil and natural gas propertiesfull cost method             |  |              |           |   |                  |   |           |  
|Subject to amortization                                     |  |              | 2,361,087 |   |                  |   | 1,074,302 |  
|Not subject to amortization                                 |  |              | 181,674   |   |                  |   | 63,658    |  
|Other property and equipment                                |  |              | 9,716     |   |                  |   | 4,939     |  
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  |              | 2,552,477 |   |                  |   | 1,142,899 |  
|Less allowance for depreciation, depletion and amortization |  |              | (230,796  | ) |                  |   | (186,004  | )
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  |              | 2,321,681 |   |                  |   | 956,895   |  
|                                                            |  |              |           |   |                  |   |           |  
|Goodwill                                                    |  |              | 215,164   |   |                  |   | 147,251   |  
|                                                            |  |              |           |   |                  |   |           |  
|Other Assets                                                |  |              | 29,974    |   |                  |   | 19,641    |  
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  | $            | 2,853,907 |   |                  | $ | 1,205,919 |  
|                                                            |  |              |           |   |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |  |              |           |   |                  |   |           |  
|Current Liabilities                                         |  |              |           |   |                  |   |           |  
|Accounts payable                                            |  | $            | 79,049    |   |                  | $ | 41,736    |  
|Commodity derivative contracts                              |  |              | 172,968   |   |                  |   | 55,123    |  
|Royalties payable                                           |  |              | 31,862    |   |                  |   | 19,080    |  
|Stock appreciation rights                                   |  |              | 20,450    |   |                  |   | 16,049    |  
|Interest payable                                            |  |              | 12,372    |   |                  |   | 622       |  
|Deposit on assets held for sale                             |  |              | 40,711    |   |                  |   |          |  
|Other current liabilities                                   |  |              | 38,555    |   |                  |   | 22,476    |  
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  |              | 395,967   |   |                  |   | 155,086   |  
|                                                            |  |              |           |   |                  |   |           |  
|Long-Term Debt                                              |  |              |           |   |                  |   |           |  
|8.75% Senior Subordinated Notes                             |  |              | 276,820   |   |                  |   | 276,906   |  
|7.125% Senior Notes                                         |  |              | 248,695   |   |                  |   |          |  
|Revolving credit facility                                   |  |              | 353,000   |   |                  |   | 211,000   |  
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  |              | 878,515   |   |                  |   | 487,906   |  
|                                                            |  |              |           |   |                  |   |           |  
|Asset Retirement Obligation                                 |  |              | 160,377   |   |                  |   | 33,235    |  
|                                                            |  |              |           |   |                  |   |           |  
|Commodity Derivative Contracts                              |  |              | 98,085    |   |                  |   | 23,697    |  
|                                                            |  |              |           |   |                  |   |           |  
|Other Long-Term Liabilities                                 |  |              | 6,150     |   |                  |   | 8,497     |  
|                                                            |  |              |           |   |                  |   |           |  
|Deferred Income Taxes                                       |  |              | 398,584   |   |                  |   | 143,242   |  
|                                                            |  |              |           |   |                  |   |           |  
|Commitments and Contingencies (Note 6)                      |  |              |           |   |                  |   |           |  
|Stockholders Equity                                        |  |              |           |   |                  |   |           |  
|Common stock                                                |  |              | 769       |   |                  |   | 403       |  
|Additional paid-in capital                                  |  |              | 905,476   |   |                  |   | 322,856   |  
|Retained earnings                                           |  |              | 100,857   |   |                  |   | 71,566    |  
|Accumulated other comprehensive income                      |  |              | (90,560   | ) |                  |   | (40,439   | )
|Treasury stock                                              |  |              | (313      | ) |                  |   | (130      | )
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  |              | 916,229   |   |                  |   | 354,256   |  
|                                                            |  |              |           |   |                  |   |           |  
|                                                            |  | $            | 2,853,907 |   |                  | $ | 1,205,919 |  
|                                                            |  |              |           |   |                  |   |           |  



See notes to consolidated
financial statements.



1



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##### Table of Contents

PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(in thousands, except per share data)



|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                      |  | Three Months EndedJune 30, |         |   | Six Months Ended June 30, |  
|                                                                      |  | 2004                       |         |   | 2003                      |   |        | 2004 |  |   | 2003    |  
|Revenues                                                              |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Oil sales to Plains All American Pipeline, L.P.                       |  | $                          | 63,019  |   |                           | $ | 54,855 |      |  | $ | 127,286 |   |  | $ | 119,593 |  
|Other oil sales                                                       |  |                            | 59,145  |   |                           |   | 1,636  |      |  |   | 63,182  |   |  |   | 1,636   |  
|Oil hedging                                                           |  |                            | (22,600 | ) |                           |   | (8,957 | )    |  |   | (41,633 | ) |  |   | (26,268 | )
|Gas sales                                                             |  |                            | 54,837  |   |                           |   | 16,125 |      |  |   | 97,223  |   |  |   | 20,229  |  
|Gas hedging                                                           |  |                            | (2,129  | ) |                           |   | (1     | )    |  |   | (1,061  | ) |  |   | (1      | )
|Other operating revenues                                              |  |                            | 498     |   |                           |   | 200    |      |  |   | 734     |   |  |   | 407     |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|                                                                      |  |                            | 152,770 |   |                           |   | 63,858 |      |  |   | 245,731 |   |  |   | 115,596 |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Costs and Expenses                                                    |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Production costs                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Lease operating expenses                                              |  |                            | 28,604  |   |                           |   | 16,290 |      |  |   | 47,565  |   |  |   | 30,562  |  
|Steam gas costs                                                       |  |                            | 7,354   |   |                           |   | 767    |      |  |   | 8,311   |   |  |   | 1,461   |  
|Electricity                                                           |  |                            | 6,751   |   |                           |   | 5,316  |      |  |   | 12,513  |   |  |   | 10,328  |  
|Production and ad valorem taxes                                       |  |                            | 4,580   |   |                           |   | 1,821  |      |  |   | 8,553   |   |  |   | 2,856   |  
|Gathering and transportation expenses                                 |  |                            | 1,790   |   |                           |   | 327    |      |  |   | 2,986   |   |  |   | 327     |  
|General and administrative                                            |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|G&A excluding items below                                             |  |                            | 9,312   |   |                           |   | 4,561  |      |  |   | 18,843  |   |  |   | 8,757   |  
|Stock appreciation rights                                             |  |                            | 2,865   |   |                           |   | 4,010  |      |  |   | 13,426  |   |  |   | 2,647   |  
|Merger related costs                                                  |  |                            | 1,045   |   |                           |   | 854    |      |  |   | 1,045   |   |  |   | 1,097   |  
|Depreciation, depletion, amortization and accretion                   |  |                            | 31,868  |   |                           |   | 10,821 |      |  |   | 48,435  |   |  |   | 19,126  |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|                                                                      |  |                            | 94,169  |   |                           |   | 44,767 |      |  |   | 161,677 |   |  |   | 77,161  |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Income from Operations                                                |  |                            | 58,601  |   |                           |   | 19,091 |      |  |   | 84,054  |   |  |   | 38,435  |  
|Other Income (Expense)                                                |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Interest expense                                                      |  |                            | (8,607  | ) |                           |   | (5,338 | )    |  |   | (15,537 | ) |  |   | (10,194 | )
|Debt extinguishment costs                                             |  |                            | (19,691 | ) |                           |   |       |      |  |   | (19,691 | ) |  |   |        |  
|Gain (loss) on derivatives                                            |  |                            | 374     |   |                           |   | 1,466  |      |  |   | (1,191  | ) |  |   | 1,466   |  
|Interest and other income (expense)                                   |  |                            | 43      |   |                           |   | (200   | )    |  |   | 305     |   |  |   | (167    | )
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Income Before Income Taxes and Cumulative Effect of Accounting Change |  |                            | 30,720  |   |                           |   | 15,019 |      |  |   | 47,940  |   |  |   | 29,540  |  
|Income tax expense                                                    |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Current                                                               |  |                            | 44      |   |                           |   | (1,248 | )    |  |   | (144    | ) |  |   | (2,429  | )
|Deferred                                                              |  |                            | (11,871 | ) |                           |   | (4,871 | )    |  |   | (18,505 | ) |  |   | (9,608  | )
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Income Before Cumulative Effect of Accounting Change                  |  |                            | 18,893  |   |                           |   | 8,900  |      |  |   | 29,291  |   |  |   | 17,503  |  
|Cumulative effect of accounting change, net of tax                    |  |                            |        |   |                           |   |       |      |  |   |        |   |  |   | 12,324  |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Net Income                                                            |  | $                          | 18,893  |   |                           | $ | 8,900  |      |  | $ | 29,291  |   |  | $ | 29,827  |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Earnings Per Share (in dollars)                                       |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                 |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Income before cumulative effect of accounting change                  |  | $                          | 0.32    |   |                           | $ | 0.31   |      |  | $ | 0.59    |   |  | $ | 0.66    |  
|Cumulative effect of accounting change                                |  |                            |        |   |                           |   |       |      |  |   |        |   |  |   | 0.47    |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|                                                                      |  | $                          | 0.32    |   |                           | $ | 0.31   |      |  | $ | 0.59    |   |  | $ | 1.13    |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Diluted                                                               |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Income before cumulative effect of accounting change                  |  | $                          | 0.32    |   |                           | $ | 0.31   |      |  | $ | 0.58    |   |  | $ | 0.66    |  
|Cumulative effect of accounting change                                |  |                            |         |   |                           |   |       |      |  |   |         |   |  |   | 0.46    |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|                                                                      |  | $                          | 0.32    |   |                           | $ | 0.31   |      |  | $ | 0.58    |   |  | $ | 1.12    |  
|                                                                      |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Weighted Average Shares Outstanding                                   |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Basic                                                                 |  |                            | 59,602  |   |                           |   | 28,787 |      |  |   | 49,925  |   |  |   | 26,414  |  
|Diluted                                                               |  |                            | 59,925  |   |                           |   | 29,111 |      |  |   | 50,207  |   |  |   | 26,682  |  



See notes to consolidated
financial statements.



2



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##### Table of Contents

PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in thousands of dollars)



|                                                                                          |  |                           |          |   |      |   |          |  
|----------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                          |  | Six Months Ended June 30, |         
|                                                                                          |  | 2004                      |          |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                      |  |                           |          |   |      |   |          |  
|Net income                                                                                |  | $                         | 29,291   |   |      | $ | 29,827   |  
|Items not affecting cash flows from operating activities                                  |  |                           |          |   |      |   |          |  
|Depreciation, depletion, amortization and accretion                                       |  |                           | 48,435   |   |      |   | 19,126   |  
|Deferred income taxes                                                                     |  |                           | 18,505   |   |      |   | 9,608    |  
|Debt extinguishment costs                                                                 |  |                           | (4,453   | ) |      |   |         |  
|Cumulative effect of adoption of accounting change                                        |  |                           |         |   |      |   | (12,324  | )
|Loss (gain) on derivatives                                                                |  |                           | 1,191    |   |      |   | (1,466   | )
|Noncash compensation                                                                      |  |                           | 17,873   |   |      |   | 2,685    |  
|Other noncash items                                                                       |  |                           | (79      | ) |      |   | 377      |  
|Change in assets and liabilities from operating activities, net of effect of acquisitions |  |                           |          |   |      |   |          |  
|Accounts receivable and other assets                                                      |  |                           | 8,412    |   |      |   | 750      |  
|Assets held for sale                                                                      |  |                           | 10,917   |   |      |   |         |  
|Accounts payable and other liabilities                                                    |  |                           | (11,219  | ) |      |   | (5,935   | )
|                                                                                          |  |                           |          |   |      |   |          |  
|Net cash provided by operating activities                                                 |  |                           | 118,873  |   |      |   | 42,648   |  
|                                                                                          |  |                           |          |   |      |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                      |  |                           |          |   |      |   |          |  
|Additions to oil and gas properties                                                       |  |                           | (78,416  | ) |      |   | (46,780  | )
|Acquisition of Nuevo Energy Company, net of cash acquired                                 |  |                           | (13,744  | ) |      |   |         |  
|Acquisition of 3TEC Energy Corporation, net of cash acquired                              |  |                           |         |   |      |   | (266,617 | )
|Proceeds from sales of oil and gas properties                                             |  |                           | 27,844   |   |      |   |         |  
|Other property and equipment                                                              |  |                           | (5,202   | ) |      |   | (740     | )
|                                                                                          |  |                           |          |   |      |   |          |  
|Net cash used in investing activities                                                     |  |                           | (69,518  | ) |      |   | (314,137 | )
|                                                                                          |  |                           |          |   |      |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                      |  |                           |          |   |      |   |          |  
|Revolving credit facilities                                                               |  |                           |          |   |      |   |          |  
|Borrowings                                                                                |  |                           | 598,250  |   |      |   | 197,200  |  
|Repayments                                                                                |  |                           | (456,250 | ) |      |   |         |  
|Proceeds from issuance of 7.125% Senior Notes                                             |  |                           | 248,695  |   |      |   | 80,061   |  
|Retirement of debt assumed in acquisition of Nuevo Energy Company                         |  |                           | (405,000 | ) |      |   |         |  
|Costs incurred in connection with financing arrangements                                  |  |                           | (7,799   | ) |      |   | (4,069   | )
|Derivative settlements                                                                    |  |                           | (19,762  | ) |      |   |         |  
|Other                                                                                     |  |                           | (183     | ) |      |   | 735      |  
|                                                                                          |  |                           |          |   |      |   |          |  
|Net cash provided by financing activities                                                 |  |                           | (42,049  | ) |      |   | 273,927  |  
|                                                                                          |  |                           |          |   |      |   |          |  
|Net increase (decrease) in cash and cash equivalents                                      |  |                           | 7,306    |   |      |   | 2,438    |  
|Cash and cash equivalents, beginning of period                                            |  |                           | 1,377    |   |      |   | 1,028    |  
|                                                                                          |  |                           |          |   |      |   |          |  
|Cash and cash equivalents, end of period                                                  |  | $                         | 8,683    |   |      | $ | 3,466    |  
|                                                                                          |  |                           |          |   |      |   |          |  





See notes to consolidated financial statements.



3



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##### Table of Contents

PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)

(in thousands of dollars)



|                                                  |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------- | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                                  |  | Three Months EndedJune 30, |         |   | Six Months Ended June 30, |  
|                                                  |  | 2004                       |         |   | 2003                      |   |        | 2004 |  |   | 2003    |  
|Net Income                                        |  | $                          | 18,893  |   |                           | $ | 8,900  |      |  | $ | 29,291  |   |  | $ | 29,827  |  
|                                                  |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Other Comprehensive Income (Loss)                 |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Commodity hedging contracts, net of tax           |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Change in fair value                              |  |                            | (35,892 | ) |                           |   | (4,646 | )    |  |   | (75,774 | ) |  |   | (17,537 | )
|Reclassification adjustment for settled contracts |  |                            | 14,815  |   |                           |   | 5,308  |      |  |   | 25,593  |   |  |   | 15,565  |  
|Other, net of tax                                 |  |                            | 36      |   |                           |   | 70     |      |  |   | 60      |   |  |   | 76      |  
|                                                  |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|                                                  |  |                            | (21,041 | ) |                           |   | 732    |      |  |   | (50,121 | ) |  |   | (1,896  | )
|                                                  |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  
|Comprehensive Income (Loss)                       |  | $                          | (2,148  | ) |                           | $ | 9,632  |      |  | $ | (20,830 | ) |  | $ | 27,931  |  
|                                                  |  |                            |         |   |                           |   |        |      |  |   |         |   |  |   |         |  









See notes
to consolidated financial statements.



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (Unaudited)

(share and dollar amounts in thousands)



|                                    |        |              |        |                            |     |  |                   |         |                                        |  |        |                |  |   |         |   |  |     |   |  |   |      |   |  |   |         |  
|----------------------------------- | ------ | ------------ | ------ | -------------------------- | --- |  | ----------------- | ------- | -------------------------------------- |  | ------ | -------------- |  | - | ------- | - |  | --- | - |  | - | ---- | - |  | - | ------- | -
|                                    |        | Common Stock |        | Additional Paid-in Capital |     |  | Retained Earnings |         | Accumulated Other Comprehensive Income |  |        | Treasury Stock |  |   | Total   |  
|                                    | Shares |              | Amount |                            |     |  |                   | Shares  |                                        |  | Amount |                | 
|Balance, December 31, 2003          |        | 40,316       |        | $                          | 403 |  | $                 | 322,856 |                                        |  | $      | 71,566         |  | $ | (40,439 | ) |  | (17 | ) |  | $ | (130 | ) |  | $ | 354,256 |  
|Acquisition of Nuevo Energy Company |        |              |        |                            |     |  |                   |         |                                        |  |        |                |  |   |         |   |  |     |   |  |   |      |   |  |   |         |  
|Issuance of common stock            |        | 36,486       |        |                            | 365 |  |                   | 574,658 |                                        |  |        |               |  |   |        |   |  |    |   |  |   |     |   |  |   | 575,023 |  
|Other                               |        |             |        |                            |    |  |                   | 4,389   |                                        |  |        |               |  |   |        |   |  |    |   |  |   |     |   |  |   | 4,389   |  
|Net income                          |        |             |        |                            |    |  |                   |        |                                        |  |        | 29,291         |  |   |        |   |  |    |   |  |   |     |   |  |   | 29,291  |  
|Other comprehensive income          |        |             |        |                            |    |  |                   |        |                                        |  |        |               |  |   | (50,121 | ) |  |    |   |  |   |     |   |  |   | (50,121 | )
|Restricted stock awards             |        | 227          |        |                            | 1   |  |                   | 3,588   |                                        |  |        |               |  |   |        |   |  |    |   |  |   |     |   |  |   | 3,589   |  
|Additions to treasury stock         |        |             |        |                            |    |  |                   |        |                                        |  |        |               |  |   |        |   |  | (11 | ) |  |   | (183 | ) |  |   | (183    | )
|Other                               |        |             |        |                            |    |  |                   | (15     | )                                      |  |        |               |  |   |        |   |  |    |   |  |   |     |   |  |   | (15     | )
|                                    |        |              |        |                            |     |  |                   |         |                                        |  |        |                |  |   |         |   |  |     |   |  |   |      |   |  |   |         |  
|Balance, June 30, 2004              |        | 77,029       |        | $                          | 769 |  | $                 | 905,476 |                                        |  | $      | 100,857        |  | $ | (90,560 | ) |  | (28 | ) |  | $ | (313 | ) |  | $ | 916,229 |  
|                                    |        |              |        |                            |     |  |                   |         |                                        |  |        |                |  |   |         |   |  |     |   |  |   |      |   |  |   |         |  







See notes to consolidated financial statements.



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PLAINS EXPLORATION & PRODUCTION COMPANY



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)



Note
1Organization and Significant Accounting Policies



Organization



The consolidated financial statements of Plains Exploration
& Production Company (Plains, PXP, us, our, or we) include the accounts of our wholly owned subsidiaries. We are an independent energy company engaged in the upstream oil
and gas business of acquiring, exploiting, developing, exploring for and producing oil and gas. Our activities are all located in the United States.



These consolidated financial statements and related notes present our consolidated financial position as of June 30, 2004 and December 31, 2003, the results of our
operations and our comprehensive income for the three months and six months ended June 30, 2004 and 2003, our cash flows for the six months ended June 30, 2004 and 2003 and the changes in our stockholders equity for the six months ended June
30, 2004. All adjustments, consisting only of normal recurring adjustments, that in the opinion of management were necessary for a fair statement of the results for the interim periods, have been reflected. All significant intercompany transactions
have been eliminated. Certain reclassifications have been made to prior year statements to conform to the current year presentation. The results for the three months and six months ended June 30, 2004, are not necessarily indicative of the final
results to be expected for the full year.



These financial statements
have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all of the information and notes required by accounting principles
generally accepted in the United States of America for complete financial statements and should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K/A for the year ended December 31,
2003.



Accounting Policies



Asset Retirement Obligations.    Effective January 1, 2003,
we adopted SFAS 143 which requires entities to record the fair value of a liability for a legal obligation to retire an asset in the period in which the liability is incurred. A legal obligation is a liability that a party is required to settle as a
result of an existing or enacted law, statute, ordinance or contract. When the liability is initially recorded, the entity is required to capitalize the retirement cost of the related long-lived asset. Each period the liability is accreted to its
then present value, and the capitalized cost is depreciated over the useful life of the related asset. If the liability is settled for an amount other than the recorded amount, the difference is reflected in oil and gas properties. In prior periods
we included estimated future costs of abandonment and dismantlement in our full cost amortization base and these costs were amortized as a component of our depletion expense.



At January 1, 2003, the present value of our future asset retirement obligation for oil and gas properties and equipment was $26.5
million. The cumulative effect of our adoption of SFAS 143 and the change in accounting principle resulted in an increase in net income during 2003 of $12.3 million (reflecting a $30.8 million decrease in accumulated depreciation, depletion and
amortization, partially offset by $10.6 million in accretion expense, and $7.9 million in income taxes). We recorded a liability of $26.5 million and an asset of $15.9 million in connection with the adoption of SFAS 143. Adopting SFAS No. 143 did
not impact our cash flows.



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##### Table of Contents

The following table illustrates the changes in our asset retirement obligation during the periods (in thousands):



|                                                |  |                           |         |     |      |   |        |  
|----------------------------------------------- |  | ------------------------- | ------- | --- | ---- | - | ------ | -
|                                                |  | Six Months Ended June 30, |        
|                                                |  | 2004                      |         |     | 2003 |  
|Asset retirement obligationbeginning of period |  | $                         | 33,735  |     |      | $ | 26,540 |  
|Liabilities incurred                            |  |                           |         |     |      |   |        |  
|Nuevo acquisition                               |  |                           | 128,053 |     |      |   |       |  
|3TEC acquisition                                |  |                           |        |     |      |   | 4,577  |  
|Other                                           |  |                           | 80      |     |      |   | 437    |  
|Accretion expense                               |  |                           | 2,604   |     |      |   | 1,176  |  
|Asset retirement cost of properties sold        |  |                           | (3,585  | )   |      |   | (143   | )
|                                                |  |                           |         |     |      |   |        |  
|Asset retirement obligationend of period       |  | $                         | 160,887 | (1) |      | $ | 32,587 |  
|                                                |  |                           |         |     |      |   |        |  

---

|(1) |  | $510 included in current liabilities.
|--- |  | -------------------------------------



Goodwill.    As a result of our acquisitions of Nuevo Energy Company (Nuevo) (see Note 2) and 3TEC Energy Corporation
(3TEC), goodwill increased by $70.1 million and $0.2 million, respectively. As a result of the sale of our Illinois properties, goodwill was decreased by $2.4 million which was considered in the disposition and recognized as an
adjustment to oil and gas properties subject to amortization.



Stock-based Employee Compensation.    Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (SFAS 123), as amended by SFAS 148, established financial accounting
and reporting standards for stock-based employee compensation. SFAS 123 defines a fair value based method of accounting for an employee stock option or similar equity instrument. SFAS 123 also allows an entity to continue to measure compensation
cost for those instruments using the intrinsic value-based method of accounting prescribed by Accounting Principles Bulletin No. 25 Accounting for Stock Issued to Employees (APB 25). We have elected to follow APB 25 and related
interpretations in accounting for our stock-based employee compensation. The compensation expense recorded under APB 25 for our stock appreciation rights and restricted stock awards is the same as that determined under SFAS 123.



All of the stock options assumed in the Nuevo acquisition were vested and, accordingly,
no compensation expense will be recognized on such options.



Earnings
Per Share.    For the three months and six months ended June 30, 2004 and 2003 the weighted average shares outstanding for computing basic and diluted earnings per share were (in thousands):



|                                                                    |  |                            |  |                          |  |        |  |       
|------------------------------------------------------------------- |  | -------------------------- |  | ------------------------ |  | ------ |  | ------
|                                                                    |  | Three Months EndedJune 30, |  | Six Months EndedJune 30,
|                                                                    |  | 2004                       |  | 2003                     |  | 2004   |  | 2003  
|Common shares outstandingbasic                                     |  | 59,602                     |  | 28,787                   |  | 49,925 |  | 26,414
|Unvested restricted stock, restricted stock units and stock options |  | 323                        |  | 324                      |  | 282    |  | 268   
|                                                                    |  |                            |  |                          |  |        |  |       
|Common shares outstandingdiluted                                   |  | 59,925                     |  | 29,111                   |  | 50,207 |  | 26,682
|                                                                    |  |                            |  |                          |  |        |  |       



In computing earnings per share,
no adjustments were made to reported net income.



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Inventory.    Oil inventories are carried at the lower of the cost to produce or market
value. Materials and supplies inventory is stated at the lower of cost or market with cost determined on an average cost method. Inventory consists of the following (in thousands):



|                       |  |              |       |                  |   |      
|---------------------- |  | ------------ | ----- | ---------------- | - | -----
|                       |  | June 30,2004 |       | December 31,2003
|Materials and supplies |  | $            | 5,866 |                  | $ | 4,455
|Oil                    |  |              | 849   |                  |   | 863  
|                       |  |              |       |                  |   |      
|                       |  | $            | 6,715 |                  | $ | 5,318
|                       |  |              |       |                  |   |      



Use of
Estimates.    The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include (1) oil and
natural gas reserves; (2) depreciation, depletion and amortization, including future abandonment costs; (3) assigning fair value and allocating purchase price in connection with business combinations, including goodwill; (4) income taxes; (5)
accrued liabilities; and (6) valuation of derivative instruments. Although management believes these estimates are reasonable, actual results could differ from these estimates.



Recent Accounting Pronouncements.    In 2003, the SEC inquired of the FASB regarding the application of
certain provisions of SFAS No. 141, Business Combinations,(SFAS No. 141) and SFAS No. 142, Goodwill and Other Intangible Assets,(SFAS No. 142) to oil and gas companies. SFAS Nos. 141 and 142 became effective
for transactions subsequent to June 30, 2001. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for using the purchase method and that acquired intangible assets be disaggregated and reported separately
from goodwill. Specifically, the SECs inquiry was based on whether costs of contract-based drilling and mineral use rights (mineral rights) should be recorded and disclosed as intangible assets under the guidance in SFAS Nos. 141
and 142. The current practice for us and the industry is to present oil and gas related assets, including mineral rights, as property and equipment (tangible assets) on the balance sheet. Subsequent to June 30, 2001, we entered into two business
combinations and in both instances the majority of the purchase price was allocated to oil and gas properties.



The FASB recently issued FASB Staff Position (FSP) 141-1 and 142-1 that clarifies that mineral rights are tangible assets and have further amended FAS
141 and FAS 142 accordingly. The FASB has also issued an exposure draft of FSP FAS 142-b, Application of FAS 142 to Oil- and Gas-Producing Entities. The exposure draft states drilling and mineral rights of oil and gas producing entities
are excluded from SFAS No. 142. FSP FAS 142-b is expected to be effective the first reporting period beginning after the date that it is finalized. If the guidance in this FSP results in the reclassification of an asset, prior period amounts on the
statements of financial position shall be reclassified. Early application of this guidance is permitted in periods for which financial statements have not yet been issued.



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Note 2Acquisition of Nuevo Energy Company



On May 14, 2004 we acquired Nuevo in a stock-for-stock transaction. In the acquisition, each outstanding share of Nuevo common stock
was converted into 1.765 shares of PXP common stock and Nuevo became our wholly owned subsidiary. The transaction required the issuance of 36.5 million additional PXP common shares, plus the assumption of $254 million in net debt and $115 million of
$2.875 Term Convertible Securities, Series A, or TECONS. We have accounted for the acquisition of Nuevo as a purchase effective May 14, 2004.



The calculation of the purchase price and the preliminary allocation to assets and liabilities as of May 14, 2004 are shown below. The average PXP common stock
price is based on the average closing price of PXP common stock during the five business days commencing two days before the merger was announced. The purchase price allocation is preliminary because certain items such as the determination of the
final tax bases and fair value of the assets and liabilities as of the acquisition date have not been completed.



|                                                            |  |                                   |          
|----------------------------------------------------------- |  | --------------------------------- | ---------
|                                                            |  | (in thousands,except share price)
|Shares of PXP common stock issued                           |  |                                   | 36,486   
|Average PXP stock price                                     |  | $                                 | 15.76    
|                                                            |  |                                   |          
|Fair value of PXP common stock issued                       |  | $                                 | 575,023  
|Fair value of Nuevo stock options assumed by Plains         |  |                                   | 4,389    
|Tender offer for Nuevo stock options                        |  |                                   | 17,056   
|Estimated merger expenses                                   |  |                                   | 36,240   
|                                                            |  |                                   |          
|Total estimated purchase price before liabilities assumed   |  |                                   | 632,708  
|Fair value of liabilities :                                 |  |                                   |          
|Senior Subordinated Notes                                   |  |                                   | 162,945  
|Bank Credit Facility                                        |  |                                   | 140,000  
|TECONS                                                      |  |                                   | 103,815  
|Current liabilities(1)                                      |  |                                   | 203,190  
|Other noncurrent liabilities                                |  |                                   | 33,583   
|Deferred income tax liabilities                             |  |                                   | 266,344  
|Asset retirement obligation                                 |  |                                   | 128,053  
|                                                            |  |                                   |          
|Total estimated purchase price plus liabilities assumed     |  | $                                 | 1,670,638
|                                                            |  |                                   |          
|Fair value of assets acquired:                              |  |                                   |          
|Current assets (including deferred income taxes of $42,367) |  | $                                 | 248,279  
|Oil and gas properties                                      |  |                                   |          
|Subject to amortization                                     |  |                                   | 1,208,020
|Not subject to amortization                                 |  |                                   | 137,457  
|Other noncurrent assets                                     |  |                                   | 6,764    
|Goodwill                                                    |  |                                   | 70,118   
|                                                            |  |                                   |          
|Total estimated fair value of assets acquired               |  | $                                 | 1,670,638
|                                                            |  |                                   |          

---

|(1) |  | $47,364,000 of accrued liabilities are included under the captions tender offer for Nuevo stock options and estimated merger expenses.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------



We acquired Nuevo to allow us to take advantage of the synergies that will result in
significant cost savings and because of the complementary nature of Nuevos assets and operations onshore and offshore California to our existing asset base. The preliminary allocation of purchase price includes $70.1 million of goodwill. The
goodwill is related to deferred income tax liabilities to be recorded due to the non-taxable nature of the merger. The allocation of purchase price to oil and gas properties is based on our estimate of the fair value of such properties on a
discounted, after-tax basis.



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Pro Forma Financial Information



The following unaudited pro forma information for the three and six months ended June 30, 2004 and 2003 shows the proforma effect of the acquisition of Nuevo by
PXP, the issuance by PXP of $250 million of 7.125% Senior Notes due 2014 as discussed in Note 4, the sale of Nuevos Congo operations as discussed in Note 8, PXPs acquisition of 3TEC Energy Corporation (3TEC), which was
completed on June 4, 2003, and PXPs issuance of $75 million of 8.75% senior subordinated notes on May 30, 2003. This unaudited pro forma information assumes the acquisition of Nuevo by PXP, the issuance of the 7.125% Senior Notes and the sale
of Nuevos Congo operations occurred on January 1 of the year presented. PXPs acquisition of 3TEC and the issuance of the $75 million of 8.75% senior subordinated notes are assumed to have occurred on January 1, 2003.



This unaudited pro forma information has been prepared based on our historical
consolidated statements of income and the historical consolidated statements of income of Nuevo and 3TEC. We believe the assumptions used provide a reasonable basis for presenting the significant effects directly attributable to the pro forma
transactions. This pro forma financial information does not purport to represent what our results of operations would have been if such transactions had occurred on such dates.



|                                                                    |  |                                       |         |      |                           |         |      |  |      |         |  |   |        
|------------------------------------------------------------------- |  | ------------------------------------- | ------- | ---- | ------------------------- | ------- | ---- |  | ---- | ------- |  | - | -------
|                                                                    |  | Three Months EndedJune 30,            |         |      | Six Months Ended June 30,
|                                                                    |  | 2004                                  |         | 2003 |                           |         | 2004 |  | 2003
|                                                                    |  | (in thousands, except per share data)
|Revenues                                                            |  | $                                     | 195,658 |      | $                         | 169,249 |      |  | $    | 380,662 |  | $ | 356,139
|Income from operations                                              |  | $                                     | 67,157  |      | $                         | 37,290  |      |  |      | 103,607 |  |   | 97,494 
|Income (loss) from continuing operations                            |  | $                                     | 16,474  |      | $                         | (7,376  | )    |  |      | 24,671  |  |   | 9,730  
|Discontinued operations and cumulative effect of accounting changes |  | $                                     |        |      | $                         | 770     |      |  | $    |        |  | $ | 26,144 
|Net income (loss)                                                   |  | $                                     | 16,474  |      | $                         | (6,606  | )    |  | $    | 24,671  |  | $ | 35,874 
|                                                                    |  |                                       |         |     
|Basic earnings per share                                            |  |                                       |         |      |                           |         |      |  |      |         |  |   |        
|Income (loss) from continuing operations                            |  | $                                     | 0.21    |      | $                         | (0.10   | )    |  | $    | 0.32    |  | $ | 0.13   
|Discontinued operations and cumulative effect of accounting changes |  | $                                     |        |      | $                         | 0.01    |      |  | $    |        |  | $ | 0.34   
|Net income (loss)                                                   |  | $                                     | 0.21    |      | $                         | (0.09   | )    |  | $    | 0.32    |  | $ | 0.47   
|                                                                    |  |                                       |         |     
|Diluted earnings per share                                          |  |                                       |         |      |                           |         |      |  |      |         |  |   |        
|Income (loss) from continuing operations                            |  | $                                     | 0.21    |      | $                         | (0.10   | )    |  | $    | 0.32    |  | $ | 0.13   
|Discontinued operations and cumulative effect of accounting changes |  | $                                     |        |      | $                         | 0.01    |      |  | $    |        |  | $ | 0.34   
|Net income (loss)                                                   |  | $                                     | 0.21    |      | $                         | (0.09   | )    |  | $    | 0.32    |  | $ | 0.47   
|                                                                    |  |                                       |         |     
|Weighted average shares outstanding                                 |  |                                       |         |      |                           |         |      |  |      |         |  |   |        
|Basic                                                               |  |                                       | 76,851  |      |                           | 76,575  |      |  |      | 76,792  |  |   | 76,573 
|Diluted                                                             |  |                                       | 77,255  |      |                           | 76,980  |      |  |      | 77,155  |  |   | 76,922 



Income from continuing
operations has been reduced by debt extinguishment costs of $19.7 million and $11.1 million in the three months ended June 30, 2004 and 2003, respectively, and $22.7 million and $11.1 million in the six months ended June 30, 2004 and 2003,
respectively.



Note 3Derivative Instruments and Hedging Activities



We actively manage our exposure to commodity price fluctuations by
hedging portions of our oil and gas production through the use of derivative instruments. The derivative instruments currently consist of oil and gas swaps, collars and option contracts entered into with financial institutions. We do



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not enter into derivative instruments for speculative trading purposes. Derivative instruments utilized to manage commodity price risk are accounted for in accordance
with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, as amended. Under SFAS 133, all derivative instruments are recorded on the balance sheet at fair value. If a derivative does not qualify as a hedge or is not
designated as a hedge, the changes in fair value are recognized currently in our earnings as other income (expense). If a derivative is designated as a cash flow hedge and qualifies for hedge accounting, the unrealized gain or loss on the derivative
is deferred in accumulated Other Comprehensive Income (OCI), a component of Stockholders Equity until the sale of the hedged oil and gas production. Realized gains and losses on derivative instruments that are designated as a hedge
and qualify for hedge accounting are generally included in oil and gas revenues in the period the hedged volumes are sold. However, in the case of the derivatives acquired in connection with our acquisitions of Nuevo and 3TEC, only changes in fair
value subsequent to the acquisition date will be reflected in our oil and gas revenues (see discussion below).



To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be highly effective in achieving the offset of changes in
cash flows attributable to the hedged risk both at the inception of the contract and on an ongoing basis. Hedge accounting is discontinued prospectively when a hedge instrument becomes ineffective. Gains and losses deferred in OCI related to cash
flow hedges for which hedge accounting has been discontinued remain unchanged until the related product has been delivered. If it is probable that a hedged forecasted transaction will not occur, deferred gains or losses on the hedging instrument are
recognized in earnings immediately.



We formally document all
relationships between hedging instruments and hedged items, as well as our risk management objectives and strategy for undertaking the hedge. Hedge effectiveness is measured on a quarterly basis. This process includes specific identification of the
hedging instrument and the hedged item, the nature of the risk being hedged and the manner in which the hedging instruments effectiveness will be assessed. At the inception of the hedge and on an ongoing basis, we assess whether the
derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.



We assumed certain liabilities related to open derivative positions in connection with the Nuevo acquisition. In accordance with SFAS 141 and supported by
Derivative Implementation Group, or DIG, issues related to SFAS 133 these derivative positions were recorded at fair value in the purchase price allocation as a liability of $132.5 million. The recognition of the derivative liability as do other
liabilities assumed in connection with the acquisition resulted in an increase in the total purchase price which is allocated to the assets acquired, including any goodwill. The amounts allocated to oil and gas properties will result in higher
DD&A expense to be charged to earnings over the life of our reserves. Because of this accounting treatment, only changes subsequent to the acquisition date in the fair value of the derivative positions assumed will result in adjustments to our
oil and gas revenues upon settlement. For example, if the fair value of the derivative positions assumed do not change then upon the sale of the underlying production and corresponding settlement of the derivative positions, cash would be paid to
the counterparties and there would be no reduction to oil and gas revenues related to the derivative positions. If, however, the actual sales price is different than the price assumed in the original fair value calculation the difference would be
reflected as either a decrease or increase in oil and gas revenues, depending upon whether the sales price was higher or lower, respectively, than the price assumed in the original fair value calculation.



Pursuant to SFAS 149, Amendment of SFAS 133 on Derivative Instruments and Hedging
Activities, the derivative instruments assumed in connection with the Nuevo acquisition are deemed to contain a significant financing element and all cash flows associated with these positions are reported as a financing activity in the statement of
cash flows.



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##### Table of Contents

Derivative Instruments Designated as Cash Flow Hedges.



During the three months and six months ended June 30, 2004, deferred losses of $24.7 million and $42.9 million, respectively, were
reclassified from OCI and charged to income as a reduction of oil and gas revenues and steam gas costs and and we recognized $0.1 million and $0.2 million, respectively, for ineffectiveness of derivatives that qualify for hedge accounting. As of
June 30, 2004, $85.7 million ($51.6 million, net of tax) of deferred net losses on derivative instruments recorded in OCI are expected to be reclassified to earnings during the next twelve-month period. The amounts ultimately reclassified to
earnings will vary due to changes in the fair value of the open derivative contracts prior to settlement.



At June 30, 2004, we had the following open commodity derivative positions designated as cash flow hedges:



|                         |  |             |  |                 |  |                 |  |                           |  |           
|------------------------ |  | ----------- |  | --------------- |  | --------------- |  | ------------------------- |  | ----------
|Period                   |  | Commodity   |  | Instrument Type |  | Daily Volumes   |  | Average Price             |  | Index     
|Sales of Production      |  |             |  |                 |  |                 |  |                           |  |           
|2004                     |  |             |  |                 |  |                 |  |                           |  |           
|3rd Quarter              |  | Crude oil   |  | Swap            |  | 38,300 /Barrels |  | $24.83                    |  | WTI       
|4th Quarter              |  | Crude oil   |  | Swap            |  | 39,500 /Barrels |  | $25.00                    |  | WTI       
|JulyDecember            |  | Natural gas |  | Swap            |  | 20,000 /MMBtu   |  | $  4.45                   |  | Henry Hub 
|3rd Quarter              |  | Natural gas |  | Swap            |  | 10,500 /MMBtu   |  | $  4.50                   |  | Waha Socal
|4th Quarter              |  | Natural gas |  | Swap            |  | 14,500 /MMBtu   |  | $  4.64                   |  | Waha Socal
|JulyDecember            |  | Natural gas |  | Collar          |  | 10,000 /MMBtu   |  | $4.75 Floor$5.67 Ceiling |  | Henry Hub 
|2005                     |  |             |  |                 |  |                 |  |                           |  |           
|1st Quarter              |  | Crude oil   |  | Swap            |  | 35,000 /Barrels |  | $24.84                    |  | WTI       
|2nd Quarter              |  | Crude oil   |  | Swap            |  | 32,000 /Barrels |  | $24.74                    |  | WTI       
|3rd Quarter              |  | Crude oil   |  | Swap            |  | 22,000 /Barrels |  | $24.25                    |  | WTI       
|4th Quarter              |  | Crude oil   |  | Swap            |  | 22,000 /Barrels |  | $24.25                    |  | WTI       
|1st Quarter              |  | Natural gas |  | Swap            |  | 13,000 /MMBtu   |  | $  4.75                   |  | Waha Socal
|2nd Quarter              |  | Natural gas |  | Swap            |  | 9,500 /MMBtu    |  | $  4.66                   |  | Waha      
|3rd Quarter              |  | Natural gas |  | Swap            |  | 5,000 /MMBtu    |  | $  4.40                   |  | Waha      
|4th Quarter              |  | Natural gas |  | Swap            |  | 5,000 /MMBtu    |  | $  4.40                   |  | Waha      
|2006                     |  |             |  |                 |  |                 |  |                           |  |           
|JanuaryDecember         |  | Crude oil   |  | Swap            |  | 15,000 /Barrels |  | $25.28                    |  | WTI       
|                         |  |             |  |                
|Purchases of Natural Gas |  |             |  |                 |  |                 |  |                          
|2004                     |  |             |  |                 |  |                 |  |                           |  |           
|JulyDecember            |  | Natural gas |  | Swap            |  | 8,000 /MMBtu    |  | $  3.91                   |  | Socal     
|2005                     |  |             |  |                 |  |                 |  |                           |  |           
|JanuaryDecember         |  | Natural gas |  | Swap            |  | 8,000 /MMBtu    |  | $  3.85                   |  | Socal     



Location and quality
differentials attributable to our properties are not included in the foregoing prices. Because of the quality and location of our oil and gas production, these adjustments will affect our net price. We have locked in an average fixed price
differential to NYMEX of approximately $4.50 per barrel on approximately 16,000-17,000 barrels per day of production for 2004 under the terms of our crude oil sales contracts. In addition, substantially all of the crude oil production from the
California properties acquired from Nuevo is sold under a contract that provides for pricing based on a fixed percentage of the NYMEX crude oil price for each type of crude oil produced in California. Consequently, the actual price received for
production from the properties acquired from Nuevo will vary with the production mix. The selling price for the crude oil production sold under this contract is expected to result in a net realized price of approximately 82% of NYMEX for the
remainder of 2004, therefore, each WTI barrel hedges 1.22 barrels of physical production sold under this contract. At June 30, 2004 19,800 WTI barrels per day of production were designated as hedges of production under this sales contract.



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We utilize interest rate swaps to manage the interest rate exposure on our long-term debt. We currently have an
interest rate swap agreement that expires in October 2004 that fixes the interest rate on $7.5 million of borrowings under our credit facility at 3.9% plus the LIBOR margin set forth in the credit facility (2.7% at June 30, 2004).



Derivative Instruments Not Designated as Hedging Instruments.



Certain of the collars assumed in connection with the acquisitions of 3TEC and Nuevo
do not qualify for hedge accounting because the derivatives were out of the money at the acquisition date. In addition, the three-way collars assumed in connection with the Nuevo acquisition do not qualify for hedge accounting. These positions are
marked-to-market with changes in fair value recognized currently as a derivative gain/loss. During the three months and six months ended June 30, 2004 we recognized a gain of $0.4 million and a loss of $1.2 million, respectively, from derivatives
that do not qualify for hedge accounting.



At June 30, 2004, we had the
following open commodity derivative positions that were not designated as hedging instruments:



|                    |  |             |  |                  |  |                 |  |                             |  |          
|------------------- |  | ----------- |  | ---------------- |  | --------------- |  | --------------------------- |  | ---------
|Period              |  | Commodity   |  | Instrument Type  |  | Daily Volumes   |  | Average Price               |  | Index    
|Sales of Production |  |             |  |                  |  |                 |  |                             |  |          
|2004                |  |             |  |                  |  |                 |  |                             |  |          
|JulyDecember       |  | Crude oil   |  | Three Way Collar |  | 8,000 /Barrels  |  | $19.28  $24.00  $31.00    |  | WTI      
|JulyDecember       |  | Natural gas |  | Collar           |  | 20,000 /MMBtu   |  | $4.00 Floor $5.15 Ceiling  |  | Henry Hub
|2005                |  |             |  |                  |  |                 |  |                             |  |          
|1st Quarter         |  | Crude oil   |  | Collar           |  | 4,300 /Barrels  |  | $27.00 Floor$31.75 Ceiling |  | WTI      
|2nd Quarter         |  | Crude oil   |  | Collar           |  | 6,800 /Barrels  |  | $27.00 Floor$30.40 Ceiling |  | WTI      
|3rd Quarter         |  | Crude oil   |  | Collar           |  | 14,400 /Barrels |  | $26.00 Floor$30.03 Ceiling |  | WTI      
|4th Quarter         |  | Crude oil   |  | Collar           |  | 14,000 /Barrels |  | $26.00 Floor$29.33 Ceiling |  | WTI      



We also have the following
contracts for the purchase of natural gas:



|                         |  |             |  |                   |  |               |  |               |  |      
|------------------------ |  | ----------- |  | ----------------- |  | ------------- |  | ------------- |  | -----
|Period                   |  | Commodity   |  | Instrument Type   |  | Daily Volumes |  | Average Price |  | Index
|Purchases of Natural Gas |  |             |  |                   |  |               |  |              
|2004                     |  |             |  |                   |  |               |  |               |  |      
|JulyDecember            |  | Natural gas |  | Physical purchase |  | 10,000 /MMBtu |  | $4.19         |  | Socal
|2005                     |  |             |  |                   |  |               |  |               |  |      
|JanuaryDecember         |  | Natural gas |  | Physical purchase |  | 10,000 /MMBtu |  | $4.19         |  | Socal



Note 4Long-Term Debt



At June 30, 2004 long-term debt consisted of (in thousands):



|                                                                               |  |         |     |           |   |        
|------------------------------------------------------------------------------ |  | ------- | --- | --------- | - | -------
|                                                                               |  | Current |     | Long-Term
|Revolving credit facility                                                      |  | $       |    |           | $ | 353,000
|8.75% senior subordinated notes, including unamortized premium of $1.8 million |  |         |    |           |   | 276,820
|7.125% senior notes, including unamortized discount of $1.3 million            |  |         |    |           |   | 248,695
|Other                                                                          |  |         | 511 |           |   |       
|                                                                               |  |         |     |           |   |        
|                                                                               |  | $       | 511 |           | $ | 878,515
|                                                                               |  |         |     |           |   |        



In connection with our
acquisition of Nuevo, we completed a series of steps described below to refinance a portion of our and all of Nuevos outstanding debt (the Recapitalization Transactions). In connection with the Recapitalization Transactions we
recognized a $19.7 million pre-tax loss on early extinguishment of debt in the second quarter of 2004.



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Senior Revolving Credit Facility.    On May 14, 2004 and on May 28, 2004 we amended our
three-year, $500 million senior revolving credit facility, or credit facility, with a group of lenders and with JPMorgan Chase Bank serving as administrative agent. This credit facility provides for a current borrowing base of $650 million that will
be redetermined on a semi-annual basis, with us and the lenders each having the right to one annual interim unscheduled redetermination, and adjusted based on the Companys oil and gas properties, reserves, other indebtedness and other relevant
factors. The credit facility has commitments for up to $500 million in borrowings. Additionally, the credit facility contains a $50.0 million sub-limit on letters of credit. This amended credit facility matures on April 4, 2007. To secure
borrowings, we pledged 100% of the shares of stock of our domestic subsidiaries and gave mortgages covering 80% of the total present value of our domestic oil and gas properties.



Amounts borrowed under the credit facility bear an annual interest rate, at our election, equal to either: (i) the Eurodollar rate,
which is based on LIBOR, plus a margin ranging from 1.25% to 1.875%; or (ii) the greatest of (1) the prime rate, as determined by JPMorgan Chase Bank, (2) the certificate of deposit rate, plus 1.0%, and (3) the federal funds rate, plus 0.5%; plus an
additional variable amount ranging from 0% to 0.625% for each of (1)-(3). The additional variable amount of interest payable on outstanding borrowings is based on (1) the utilization rate as a percentage of the total amount of funds borrowed under
the credit facility to the borrowing base and (2) our long-term debt rating. Commitment fees and letter of credit fees under the credit facility are based on the utilization rate and our long-term debt rating. Commitment fees range from 0.3% to 0.5%
of the amount available for borrowing. Letter of credit fees range from 1.25% to 1.875%. The issuer of any letter of credit receives an issuing fee of 0.125% of the undrawn amount. The effective interest rate on our borrowings under this revolving
credit facility was 2.7% at June 30, 2004.



The credit facility contains
negative covenants that limit our ability, as well as the ability of our subsidiaries, among other things, to incur additional debt, pay dividends on stock, make distributions of cash or property, change the nature of our business or operations,
redeem stock or redeem subordinated debt, make investments, create liens, enter into leases, sell assets, sell capital stock of subsidiaries, guarantee other indebtedness, enter into agreements that restrict dividends from subsidiaries, enter into
certain types of swap agreements, enter into gas imbalance or take-or-pay arrangements, merge or consolidate and enter into transactions with affiliates. In addition, the credit facility requires us to maintain a current ratio, which includes
availability under the credit facility, of at least 1.0 to 1.0 and a minimum tangible net worth requirement.



At June 30, 2004, we had $353.0 million in borrowings and $5.5 million in letters of credit outstanding under the credit facility. At that date we were in
compliance with the covenants contained in the credit facility and could have borrowed the full amount available under the credit facility.



$250 Million Senior Notes Offering.    On June 30, 2004 we completed the private placement under Rule 144A and Regulation S of the
Securities Act of 1933 of $250 million in aggregate principal amount of ten year senior unsecured notes (the 7.125% Notes). The notes were issued at 99.478% and bear interest at 7.125% with a yield to maturity of 7.2%. Proceeds from the
7.125% Notes plus borrowings under our credit facility were used to repurchase Nuevos 93/8% senior subordinated
notes due 2010 (the 93/8% Notes), and redeem Nuevos 5.75% convertible subordinated debentures due December 15, 2026
(which resulted in the redemption of the outstanding $2.875 term convertible securities, Series A, issued by a financing trust owned by Nuevo).



The 7.125% Notes and subsidiary guarantees are senior obligations of ours and our subsidiary guarantors. Accordingly, they rank:



| |  |  | pari passu in right of payment to our and our subsidiary guarantors existing and future senior unsecured indebtedness;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



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| |  |  | senior in right of payment to our and our subsidiary guarantors existing and future subordinated indebtedness;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | effectively junior in right of payment to our and our subsidiary guarantors secured indebtedness to the extent of the value of the collateral securing that indebtedness; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of non-guarantor subsidiaries (other than indebtedness and other liabilities owed to
us, if any).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The indenture governing the 7.125% Notes
contains covenants that limit our ability, as well as the ability of our subsidiaries, among other things, to incur additional indebtedness, make certain investments, pay dividends, or make other distributions on capital stock or redeem or
repurchase capital stock or subordinated indebtedness, sell assets, incur dividends or other payment restrictions affecting subsidiaries, enter into transactions with affiliates, create liens, merge, consolidate and transfer assets and enter
into different lines of business. In the event of a change of control, as defined in the indenture, we will be required to make an offer to repurchase the notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of
the repurchase.



On and after June 15, 2009, we may redeem all or part of
the 7.125% Notes at our option, at 103.563% of the principal amount for the twelve-month period beginning June 15, 2009, at 102.375% of the principal amount for the twelve-month period beginning June 15, 2010, at 101.188% of the principal amount for
the twelve-month period beginning June 15, 2011 and at 100% of the principal amount thereafter. In each case, accrued interest is payable to the date of redemption. In addition, before June 15, 2009, we may redeem all or part of the 7.125% Notes at
the make-whole price set forth under the indenture. At any time prior to June 15, 2007, we may redeem up to 35% of the 7.125% Notes with the net cash proceeds of certain equity offerings at the redemption price set forth under the indenture.



Tender Offer for Nuevos 93/8% Senior Subordinated Notes due 2010.On June
30, 2004, Nuevo completed the repurchase of all $150 million of its outstanding 93/8% Senior Subordinated Notes. Nuevo
paid $1,150.08 per $1,000 principal amount of 93/8% Notes tendered (comprising the tender offer price of $1,107.16, plus
accrued interest through June 29, 2004 of $22.92, plus the consent payment of $20.00). The tender offer and consent payment totaled $169.1 million.



Nuevo had an interest rate swap with a notional amount of $100.0 million to hedge a portion of the fair value of the 93/8% Notes which was cancelled for total consideration of $1.7 million.



Redemption of TECONS.    On June 30, 2004, Nuevo completed
the redemption of all outstanding $118 million aggregate principal amount of its 5.75% Convertible Subordinated Debentures due December 15, 2026 (the TECON Debentures), the proceeds of which were used by Nuevos wholly controlled
financing trust to redeem all of the trusts outstanding $115.0 million of TECONS for total consideration of $117.0 million, which were publicly held, and all outstanding $3.0 million of $2.875 term convertible securities held by Nuevo. The
redemption was completed on June 29, 2004.



Consent Solicitation for
Our 8.75% Senior Subordinated Notes.    We solicited consents from the holders of our 8.75% Senior Subordinated Notes due 2012 (the 8.75% Notes) to amend the indenture under which the 8.75% Notes were issued to
make certain provisions more consistent with the indenture under which the 7.125% Notes were issued. The consent solicitation expired on June 18, 2004 and, having received the requisite consents, we executed an amended and restated indenture
governing the 8.75% Notes, reflecting among other things, the changes for which consent was requested from the bond holders. We paid a consent payment of $7.50 per $1,000 of principal amount to holders of the 8.75% Notes ($2.1 million).



At June 30, 2004, we had $275.0 million principal amount of 8.75% Notes outstanding.
The 8.75% Notes are our unsecured general obligations, are subordinated in right of payment to all of our existing



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and future senior indebtedness and are jointly and severally guaranteed on a full, unconditional basis by all of our existing and future domestic restricted
subsidiaries. The 8.75% Notes are not redeemable until July 1, 2007. On or after that date they are redeemable, at our option, at 104.375% of the principal amount for the twelve-month period ending June 30, 2008, at 102.917% of the principal amount
for the twelve-month period ending June 30, 2009, at 101.458% of the principal amount for the twelve-month period ending June 30, 2010 and at 100% of the principal amount thereafter. In each case, accrued interest is payable to the date of
redemption. In the event of a change of control, as defined in the indenture, we will be required to make an offer to repurchase the notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of the repurchase.



Note 5Related Party Transactions



Our Chief Executive Officer is a director of Plains Resources Inc. (Plains
Resources). We have entered into certain agreements with Plains Resources, including a master separation agreement; the Plains Exploration & Production transition services agreement that expired June 16, 2004; the Plains Resources
transition services agreement that expired June 8, 2004; and a technical services agreement that expired June 30, 2004. For the six months ended June 30, 2004 and 2003 we billed Plains Resources $0.4 million and $0.3 million, respectively, for
services provided by us under these agreements and for the six months ended June 30, 2003 Plains Resources billed us $0.1 for services they provided to us under these agreements. In addition, for the six months ended June 30, 2004 we billed Plains
Resources $0.2 million for administrative costs associated with certain special projects performed on their behalf.



We charter private aircraft from Gulf Coast Aviation Inc. (Gulf Coast), a corporation that from time-to-time leases aircraft owned by our Chief
Executive Officer. In the six months ended June 30, 2004 and 2003, we paid Gulf Coast $0.4 million and $0.6 million, respectively, in connection with such services. The charter services were arranged through arms-length dealings and the rates were
market-based.



In June 2004, based on arms-length negotiations the
Company acquired two aircraft from Cypress Aviation LLC for $4.5 million. We expect to primarily utilize these aircraft for executive travel instead of chartering aircraft from Gulf Coast Aviation in the future. Our Chief Executive Officer is a
member of Cypress Aviation LLC.



Plains All American Pipeline, L.P.
(PAA), a publicly traded master limited partnership, is an affiliate of Plains Resources. PAA is the marketer/purchaser for a significant portion of our oil production, including the royalty share of production. The marketing agreement
provides that PAA will purchase for resale at market prices certain of our oil production for which PAA charges a fee of $0.20 per barrel. During the three months and six months ended June 30, 2004 and 2003, the following amounts were recorded with
respect to such transactions (in thousands of dollars).



|                               |  |                            |        |                           |   |        |  |      |         |  |   |        
|------------------------------ |  | -------------------------- | ------ | ------------------------- | - | ------ |  | ---- | ------- |  | - | -------
|                               |  | Three Months EndedJune 30, |        | Six Months Ended June 30,
|                               |  | 2004                       |        | 2003                      |   | 2004   |  | 2003
|Sales of oil to PAA            |  |                            |        |                           |   |        |  |      |         |  |   |        
|PXPs share                    |  | $                          | 63,019 |                           | $ | 54,855 |  | $    | 127,286 |  | $ | 119,593
|Royalty owners share          |  |                            | 12,490 |                           |   | 10,425 |  |      | 25,476  |  |   | 22,785 
|                               |  |                            |        |                           |   |        |  |      |         |  |   |        
|                               |  | $                          | 75,509 |                           | $ | 65,280 |  | $    | 152,762 |  | $ | 142,378
|                               |  |                            |        |                           |   |        |  |      |         |  |   |        
|Charges for PAA marketing fees |  | $                          | 354    |                           | $ | 433    |  | $    | 750     |  | $ | 857    
|                               |  |                            |        |                           |   |        |  |      |         |  |   |        



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Note 6Commitments and Contingencies



We are a defendant in various lawsuits arising in the ordinary course of our business. While the outcome of these lawsuits cannot be
predicted with certainty and could have a material adverse effect on our financial position, we do not believe that the outcome of these legal proceedings, individually or in the aggregate, will have a material adverse effect on our financial
condition, results of operations or cash flows.



Note 7Supplemental Cash Flow
Information



|                                                                 |  |                          |       |      |   |       
|---------------------------------------------------------------- |  | ------------------------ | ----- | ---- | - | ------
|                                                                 |  | Six Months EndedJune 30,
|                                                                 |  | 2004                     |       | 2003
|                                                                 |  | (amounts inthousands)   
|Cash payments for interest                                       |  | $                        | 4,138 |      | $ | 10,209
|                                                                 |  |                          |       |      |   |       
|Cash payments for taxes                                          |  | $                        | 2,725 |      | $ | 2,802 
|                                                                 |  |                          |       |      |   |       
|Stock compensation planscommon stock issued for no cash payment |  |                          |       |      |   |       
|Shares                                                           |  |                          | 227   |      |   | 17    
|                                                                 |  |                          |       |      |   |       
|Amount                                                           |  | $                        | 3,285 |      | $ | 183   
|                                                                 |  |                          |       |      |   |       



The acquisition of Nuevo
involved non-cash consideration as follows (in thousands of dollars):



|                                |  |   |          
|------------------------------- |  | - | ---------
|Common stock issued             |  | $ | 575,023  
|Stock options assumed           |  |   | 4,389    
|Senior Subordinated Notes       |  |   | 162,945  
|Bank Credit Facility            |  |   | 140,000  
|TECONS                          |  |   | 103,815  
|Current liabilities             |  |   | 250,554  
|Other noncurrent liabilities    |  |   | 33,583   
|Deferred income tax liabilities |  |   | 266,634  
|Asset retirement obligation     |  |   | 128,053  
|                                |  |   |          
|                                |  | $ | 1,664,996
|                                |  |   |          



Note 8Property Divestments



In the first six months of 2004 we completed the sale of our
interest in certain non-core producing properties in New Mexico, Texas, Mississippi, Louisiana and Illinois for proceeds of approximately $27.8 million. Our oil and gas interests in the Illinois Basin fell outside of our core areas of operation and
as a result did not compete well for capital with the properties within our core areas. The Illinois properties also carried with them high operating costs. These factors led to the sale of our Illinois properties through an extensive auction
process. The sale was completed through a stock purchase agreement with standard terms, including typical purchase price adjustments, representations and warranties, and assumption of liabilities by the purchaser for an adjusted purchase price of
$14.2 million. The reserves attributable to our Illinois properties were not material in relation to our total reserves. As a result, we do not expect the sale of these properties to have a significant impact on future operations or our
stockholders.



On April 8, 2004, Nuevo entered into definitive agreements
for the sale of the stock of its subsidiaries that hold oil and gas interests in the Republic of Congo. The estimated fair value of our



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investment in these subsidiaries at June 30, 2004 is reflected on the balance sheet in current assets under the caption assets held for sale. The sale closed on July
30, 2004 and we received cash consideration of $60.5 million.



In
December 2003, Nuevo sold its Tonner Hills residential development property for approximately $47.0 million. To date $40.7 of the purchase price has been received and the remainder is due upon completion of certain habitat restoration activities.
The fair value of our investment in the property is reflected on the balance sheet in current assets under the caption assets held for sale. The $40.7 million that has been received to date is reflected on the balance sheet in current liabilities,
as these amounts are accounted for as deposits until the completion of the habitat restoration activities.



After the consummation of the merger, we contracted to sell certain parcels of real estate acquired in the merger. Those transactions closed in May and June 2004
and we received $3.6 million in proceeds from the sales.



Note 9Consolidating
Financial Statements



We and Plains E&P Company are the
co-issuers of the 8.75% Notes discussed in Note 4. The 8.75% Notes are jointly and severally guaranteed on a full and unconditional basis by our wholly owned subsidiaries (referred to as Guarantor Subsidiaries).



The following financial information presents consolidating financial statements, which
include:



| |  |  | PXP (the Issuer);
| | - |  | -------------------



| |  |  | the guarantor subsidiaries on a combined basis (Guarantor Subsidiaries);
| | - |  | --------------------------------------------------------------------------



| |  |  | elimination entries necessary to consolidate the Issuer and Guarantor Subsidiaries; and
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the Company on a consolidated basis.
| | - |  | ------------------------------------



Plains E&P Company has no material assets or operations; accordingly, Plains E&P Company has been omitted from the Issuer financial information.



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONDENSED CONSOLIDATING BALANCE SHEET

JUNE 30, 2004

(in thousands)



|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|----------------------------------------------------------- |  | ------ | --------- | - | ---------------------- | - | --------- | ------------------------- |  | - | ------------ | - |  | - | --------- | -
|                                                            |  | Issuer |           |   | Guarantor Subsidiaries |   |           | Intercompany Eliminations |  |   | Consolidated |  
|ASSETS                                                      |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Current Assets                                              |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Cash and cash equivalents                                   |  | $      | 2,000     |   |                        | $ | 6,683     |                           |  | $ |             |   |  | $ | 8,683     |  
|Accounts receivable and other current assets                |  |        | 46,169    |   |                        |   | 225,521   |                           |  |   |             |   |  |   | 271,690   |  
|Inventories                                                 |  |        | 3,930     |   |                        |   | 2,785     |                           |  |   |             |   |  |   | 6,715     |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 52,099    |   |                        |   | 234,989   |                           |  |   |             |   |  |   | 287,088   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Property and Equipment, at cost                             |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Oil and natural gas propertiesfull cost method             |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Subject to amortization                                     |  |        | 720,680   |   |                        |   | 1,640,407 |                           |  |   |             |   |  |   | 2,361,087 |  
|Not subject to amortization                                 |  |        | 12,491    |   |                        |   | 169,183   |                           |  |   |             |   |  |   | 181,674   |  
|Other property and equipment                                |  |        | 9,198     |   |                        |   | 518       |                           |  |   |             |   |  |   | 9,716     |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 742,369   |   |                        |   | 1,810,108 |                           |  |   |             |   |  |   | 2,552,477 |  
|Less allowance for depreciation, depletion and amortization |  |        | (146,716  | ) |                        |   | (84,080   | )                         |  |   |             |   |  |   | (230,796  | )
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 595,653   |   |                        |   | 1,726,028 |                           |  |   |             |   |  |   | 2,321,681 |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Investment in and Advances to Subsidiaries                  |  |        | 1,464,637 |   |                        |   |          |                           |  |   | (1,464,637   | ) |  |   |          |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Goodwill                                                    |  |        |          |   |                        |   | 215,164   |                           |  |   |             |   |  |   | 215,164   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Other Assets                                                |  |        | 23,518    |   |                        |   | 6,456     |                           |  |   |             |   |  |   | 29,974    |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  | $      | 2,135,907 |   |                        | $ | 2,182,637 |                           |  | $ | (1,464,637   | ) |  | $ | 2,853,907 |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Current Liabilities                                         |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Accounts payable and other current liabilities              |  | $      | 93,877    |   |                        | $ | 128,611   |                           |  | $ |             |   |  | $ | 222,488   |  
|Commodity hedging contracts                                 |  |        | 47,814    |   |                        |   | 125,154   |                           |  |   |             |   |  |   | 172,968   |  
|Current maturities on long-term debt                        |  |        | 511       |   |                        |   |          |                           |  |   |             |   |  |   | 511       |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 142,202   |   |                        |   | 253,765   |                           |  |   |             |   |  |   | 395,967   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Long-Term Debt                                              |  |        | 878,515   |   |                        |   |          |                           |  |   |             |   |  |   | 878,515   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Other Long-Term Liabilities                                 |  |        | 66,827    |   |                        |   | 197,785   |                           |  |   |             |   |  |   | 264,612   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Payable to Parent                                           |  |        |          |   |                        |   | 1,405,214 |                           |  |   | (1,405,214   | ) |  |   |          |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Deferred Income Taxes                                       |  |        | 132,134   |   |                        |   | 266,450   |                           |  |   |             |   |  |   | 398,584   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Stockholders Equity                                        |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|Stockholders equity                                        |  |        | 1,006,789 |   |                        |   | 95,819    |                           |  |   | (95,819      | ) |  |   | 1,006,789 |  
|Accumulated other comprehensive income                      |  |        | (90,560   | ) |                        |   | (36,396   | )                         |  |   | 36,396       |   |  |   | (90,560   | )
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 916,229   |   |                        |   | 59,423    |                           |  |   | (59,423      | ) |  |   | 916,229   |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  
|                                                            |  | $      | 2,135,907 |   |                        | $ | 2,182,637 |                           |  | $ | (1,464,637   | ) |  | $ | 2,853,907 |  
|                                                            |  |        |           |   |                        |   |           |                           |  |   |              |   |  |   |           |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONDENSED CONSOLIDATING BALANCE SHEET

DECEMBER 31, 2003

(in thousands)



|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|----------------------------------------------------------- |  | ------ | --------- | - | ---------------------- | - | -------- | ------------------------- |  | - | ------------ | - |  | - | --------- | -
|                                                            |  | Issuer |           |   | Guarantor Subsidiaries |   |          | Intercompany Eliminations |  |   | Consolidated |  
|ASSETS                                                      |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Current Assets                                              |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Cash and cash equivalents                                   |  | $      | 403       |   |                        | $ | 974      |                           |  | $ |             |   |  | $ | 1,377     |  
|Accounts receivable and other current assets                |  |        | 32,018    |   |                        |   | 21,612   |                           |  |   |             |   |  |   | 53,630    |  
|Inventories                                                 |  |        | 3,800     |   |                        |   | 1,518    |                           |  |   |             |   |  |   | 5,318     |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 36,221    |   |                        |   | 24,104   |                           |  |   |             |   |  |   | 60,325    |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Property and Equipment, at cost                             |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Oil and natural gas propertiesfull cost method             |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Subject to amortization                                     |  |        | 570,639   |   |                        |   | 503,663  |                           |  |   |             |   |  |   | 1,074,302 |  
|Not subject to amortization                                 |  |        | 21,370    |   |                        |   | 42,288   |                           |  |   |             |   |  |   | 63,658    |  
|Other property and equipment                                |  |        | 4,330     |   |                        |   | 609      |                           |  |   |             |   |  |   | 4,939     |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 596,339   |   |                        |   | 546,560  |                           |  |   |             |   |  |   | 1,142,899 |  
|Less allowance for depreciation, depletion and amortization |  |        | (64,470   | ) |                        |   | (121,534 | )                         |  |   |             |   |  |   | (186,004  | )
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 531,869   |   |                        |   | 425,026  |                           |  |   |             |   |  |   | 956,895   |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Investment in and Advances to Subsidiaries                  |  |        | 531,142   |   |                        |   |          |                           |  |   | (531,142     | ) |  |   |          |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Other Assets                                                |  |        | 20,292    |   |                        |   | 146,600  |                           |  |   |             |   |  |   | 166,892   |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  | $      | 1,119,524 |   |                        | $ | 595,730  |                           |  | $ | (531,142     | ) |  | $ | 1,184,112 |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                        |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Current Liabilities                                         |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Accounts payable and other current liabilities              |  | $      | 76,540    |   |                        | $ | 22,912   |                           |  | $ |             |   |  | $ | 99,452    |  
|Commodity hedging contracts                                 |  |        | 29,782    |   |                        |   | 25,341   |                           |  |   |             |   |  |   | 55,123    |  
|Current maturities on long-term debt                        |  |        | 511       |   |                        |   |         |                           |  |   |             |   |  |   | 511       |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 106,833   |   |                        |   | 48,253   |                           |  |   |             |   |  |   | 155,086   |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Long-Term Debt                                              |  |        | 487,906   |   |                        |   |         |                           |  |   |             |   |  |   | 487,906   |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Other Long-Term Liabilities                                 |  |        | 43,317    |   |                        |   | 22,112   |                           |  |   |             |   |  |   | 65,429    |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Payable to Parent                                           |  |        |          |   |                        |   | 511,783  |                           |  |   | (511,783     | ) |  |   |          |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Deferred Income Taxes                                       |  |        | 127,212   |   |                        |   | (5,777   | )                         |  |   |             |   |  |   | 121,435   |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Stockholders Equity                                        |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|Stockholders equity                                        |  |        | 394,695   |   |                        |   | 30,292   |                           |  |   | (30,292      | ) |  |   | 394,695   |  
|Accumulated other comprehensive income                      |  |        | (40,439   | ) |                        |   | (10,933  | )                         |  |   | 10,933       |   |  |   | (40,439   | )
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  |        | 354,256   |   |                        |   | 19,359   |                           |  |   | (19,359      | ) |  |   | 354,256   |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  
|                                                            |  | $      | 1,119,524 |   |                        | $ | 595,730  |                           |  | $ | (531,142     | ) |  | $ | 1,184,112 |  
|                                                            |  |        |           |   |                        |   |          |                           |  |   |              |   |  |   |           |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED JUNE 30, 2004

(in thousands)



|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|--------------------------------------------------- |  | ------ | ------ | - | ---------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | - | ------- | -
|                                                    |  | Parent |        |   | Guarantor Subsidiaries |   |         | Intercompany Eliminations |  |   | Consolidated |  
|Revenues                                            |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Oil sales                                           |  | $      | 30,242 |   |                        | $ | 69,322  |                           |  | $ |             |   |  | $ | 99,564  |  
|Gas sales                                           |  |        | 4,636  |   |                        |   | 48,072  |                           |  |   |             |   |  |   | 52,708  |  
|Other operating revenues                            |  |        |       |   |                        |   | 498     |                           |  |   |             |   |  |   | 498     |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|                                                    |  |        | 34,878 |   |                        |   | 117,892 |                           |  |   |             |   |  |   | 152,770 |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Costs and Expenses                                  |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Production costs                                    |  |        | 14,012 |   |                        |   | 35,067  |                           |  |   |             |   |  |   | 49,079  |  
|General and administrative                          |  |        | 10,215 |   |                        |   | 3,007   |                           |  |   |             |   |  |   | 13,222  |  
|Depreciation, depletion, amortization and accretion |  |        | 1,891  |   |                        |   | 29,977  |                           |  |   |             |   |  |   | 31,868  |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|                                                    |  |        | 26,118 |   |                        |   | 68,051  |                           |  |   |             |   |  |   | 94,169  |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Income from Operations                              |  |        | 8,760  |   |                        |   | 49,841  |                           |  |   |             |   |  |   | 58,601  |  
|Other Income (Expense)                              |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Equity in earnings of subsidiaries                  |  |        | 18,636 |   |                        |   |        |                           |  |   | (18,636      | ) |  |   |        |  
|Debt extinguishment costs                           |  |        |       |   |                        |   | (19,691 | )                         |  |   |             |   |  |   | (19,691 | )
|Gain (loss) on derivatives                          |  |        |       |   |                        |   | (1,191  | )                         |  |   |             |   |  |   | (1,191  | )
|Interest expense                                    |  |        | (6,885 | ) |                        |   | (1,722  | )                         |  |   |             |   |  |   | (8,607  | )
|Interest and other income (expense)                 |  |        | 51     |   |                        |   | 1,557   |                           |  |   |             |   |  |   | 1,608   |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Income Before Income Taxes                          |  |        | 20,562 |   |                        |   | 28,794  |                           |  |   | (18,636      | ) |  |   | 30,720  |  
|Income tax expense                                  |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Current                                             |  |        |       |   |                        |   | 44      |                           |  |   |             |   |  |   | 44      |  
|Deferred                                            |  |        | (1,669 | ) |                        |   | (10,202 | )                         |  |   |             |   |  |   | (11,871 | )
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Net Income                                          |  | $      | 18,893 |   |                        | $ | 18,636  |                           |  | $ | (18,636      | ) |  | $ | 18,893  |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONDENSED CONSOLIDATING STATEMENT OF INCOME

THREE MONTHS ENDED JUNE 30, 2003

(in thousands)



|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|--------------------------------------------------- |  | ------ | ------ | - | --------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | - | ------ | -
|                                                    |  | Parent |        |   | GuarantorSubsidiaries |   |        | Intercompany Eliminations |  |   | Consolidated |  
|Revenues                                            |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Oil sales                                           |  | $      | 31,564 |   |                       | $ | 15,970 |                           |  | $ |             |   |  | $ | 47,534 |  
|Gas sales                                           |  |        | 4,125  |   |                       |   | 11,999 |                           |  |   |             |   |  |   | 16,124 |  
|Other operating revenues                            |  |        |       |   |                       |   | 200    |                           |  |   |             |   |  |   | 200    |  
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|                                                    |  |        | 35,689 |   |                       |   | 28,169 |                           |  |   |             |   |  |   | 63,858 |  
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Costs and Expenses                                  |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Production costs                                    |  |        | 12,511 |   |                       |   | 12,010 |                           |  |   |             |   |  |   | 24,521 |  
|General and administrative                          |  |        | 8,855  |   |                       |   | 570    |                           |  |   |             |   |  |   | 9,425  |  
|Depreciation, depletion, amortization and accretion |  |        | 5,488  |   |                       |   | 5,333  |                           |  |   |             |   |  |   | 10,821 |  
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|                                                    |  |        | 26,854 |   |                       |   | 17,913 |                           |  |   |             |   |  |   | 44,767 |  
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Income from Operations                              |  |        | 8,835  |   |                       |   | 10,256 |                           |  |   |             |   |  |   | 19,091 |  
|Other Income (Expense)                              |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Equity in earnings of subsidiaries                  |  |        | 6,321  |   |                       |   |       |                           |  |   | (6,321       | ) |  |   |       |  
|Gain (loss) on derivatives                          |  |        |       |   |                       |   | 1,466  |                           |  |   |             |   |  |   | 1,466  |  
|Interest expense                                    |  |        | (4,205 | ) |                       |   | (1,133 | )                         |  |   |             |   |  |   | (5,338 | )
|Interest and other income (expense)                 |  |        | (200   | ) |                       |   |       |                           |  |   |             |   |  |   | (200   | )
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Income Before Income Taxes                          |  |        | 10,751 |   |                       |   | 10,589 |                           |  |   | (6,321       | ) |  |   | 15,019 |  
|Income tax expense                                  |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Current                                             |  |        | 644    |   |                       |   | (1,892 | )                         |  |   |             |   |  |   | (1,248 | )
|Deferred                                            |  |        | (2,495 | ) |                       |   | (2,376 | )                         |  |   |             |   |  |   | (4,871 | )
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  
|Net Income                                          |  | $      | 8,900  |   |                       | $ | 6,321  |                           |  | $ | (6,321       | ) |  | $ | 8,900  |  
|                                                    |  |        |        |   |                       |   |        |                           |  |   |              |   |  |   |        |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONDENSED CONSOLIDATING STATEMENT OF INCOME

SIX MONTHS ENDED JUNE 30, 2004

(in thousands)



|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|--------------------------------------------------- |  | ------ | ------ | - | ---------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | - | ------- | -
|                                                    |  | Parent |        |   | Guarantor Subsidiaries |   |         | Intercompany Eliminations |  |   | Consolidated |  
|Revenues                                            |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Oil sales                                           |  | $      | 61,656 |   |                        | $ | 87,179  |                           |  | $ |             |   |  | $ | 148,835 |  
|Gas sales                                           |  |        | 8,851  |   |                        |   | 87,311  |                           |  |   |             |   |  |   | 96,162  |  
|Other operating revenues                            |  |        |       |   |                        |   | 734     |                           |  |   |             |   |  |   | 734     |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|                                                    |  |        | 70,507 |   |                        |   | 175,224 |                           |  |   |             |   |  |   | 245,731 |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Costs and Expenses                                  |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Production costs                                    |  |        | 28,416 |   |                        |   | 51,512  |                           |  |   |             |   |  |   | 79,928  |  
|General and administrative                          |  |        | 29,203 |   |                        |   | 4,111   |                           |  |   |             |   |  |   | 33,314  |  
|Depreciation, depletion, amortization and accretion |  |        | 4,570  |   |                        |   | 43,865  |                           |  |   |             |   |  |   | 48,435  |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|                                                    |  |        | 62,189 |   |                        |   | 99,488  |                           |  |   |             |   |  |   | 161,677 |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Income from Operations                              |  |        | 8,318  |   |                        |   | 75,736  |                           |  |   |             |   |  |   | 84,054  |  
|Other Income (Expense)                              |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Equity in earnings of subsidiaries                  |  |        | 29,563 |   |                        |   |         |                           |  |   | (29,563      | ) |  |   |        |  
|Debt extinguishment costs                           |  |        |       |   |                        |   | (19,691 | )                         |  |   |              |   |  |   | (19,691 | )
|Gain (loss) on derivatives                          |  |        |       |   |                        |   | (1,191  | )                         |  |   |             |   |  |   | (1,191  | )
|Interest expense                                    |  |        | (7,373 | ) |                        |   | (8,164  | )                         |  |   |             |   |  |   | (15,537 | )
|Interest and other income (expense)                 |  |        | 313    |   |                        |   | (8      | )                         |  |   |             |   |  |   | 305     |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Income Before Income Taxes                          |  |        | 30,821 |   |                        |   | 46,682  |                           |  |   | (29,563      | ) |  |   | 47,940  |  
|Income tax expense                                  |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Current                                             |  |        |       |   |                        |   | (144    | )                         |  |   |             |   |  |   | (144    | )
|Deferred                                            |  |        | (1,530 | ) |                        |   | (16,975 | )                         |  |   |             |   |  |   | (18,505 | )
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  
|Net Income                                          |  | $      | 29,291 |   |                        | $ | 29,563  |                           |  | $ | (29,563      | ) |  | $ | 29,291  |  
|                                                    |  |        |        |   |                        |   |         |                           |  |   |              |   |  |   |         |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONDENSED CONSOLIDATING STATEMENT OF INCOME

SIX MONTHS ENDED JUNE 30, 2003

(in thousands)9



|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|--------------------------------------------------------------------- |  | ------ | ------ | - | ---------------------- | - | ------ | ------------------------- |  | - | ------------ | - |  | - | ------- | -
|                                                                      |  | Parent |        |   | Guarantor Subsidiaries |   |        | Intercompany Eliminations |  |   | Consolidated |  
|Revenues                                                              |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Oil sales                                                             |  | $      | 63,786 |   |                        | $ | 31,175 |                           |  | $ |             |   |  | $ | 94,961  |  
|Gas sales                                                             |  |        | 8,229  |   |                        |   | 11,999 |                           |  |   |             |   |  |   | 20,228  |  
|Other operating revenues                                              |  |        |       |   |                        |   | 407    |                           |  |   |             |   |  |   | 407     |  
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|                                                                      |  |        | 72,015 |   |                        |   | 43,581 |                           |  |   |             |   |  |   | 115,596 |  
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Costs and Expenses                                                    |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Production costs                                                      |  |        | 25,190 |   |                        |   | 20,344 |                           |  |   |             |   |  |   | 45,534  |  
|General and administrative                                            |  |        | 11,490 |   |                        |   | 1,011  |                           |  |   |             |   |  |   | 12,501  |  
|Depreciation, depletion, amortization and accretion                   |  |        | 11,652 |   |                        |   | 7,474  |                           |  |   |             |   |  |   | 19,126  |  
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|                                                                      |  |        | 48,332 |   |                        |   | 28,829 |                           |  |   |             |   |  |   | 77,161  |  
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Income from Operations                                                |  |        | 23,683 |   |                        |   | 14,752 |                           |  |   |             |   |  |   | 38,435  |  
|Other Income (Expense)                                                |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Equity in earnings of subsidiaries                                    |  |        | 8,617  |   |                        |   |       |                           |  |   | (8,617       | ) |  |   |        |  
|Gain (loss) on derivatives                                            |  |        |       |   |                        |   | 1,466  |                           |  |   |             |   |  |   | 1,466   |  
|Interest expense                                                      |  |        | (7,374 | ) |                        |   | (2,820 | )                         |  |   |             |   |  |   | (10,194 | )
|Interest and other income (expense)                                   |  |        | (176   | ) |                        |   | 9      |                           |  |   |             |   |  |   | (167    | )
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Income Before Income Taxes and Cumulative Effect of Accounting Change |  |        | 24,750 |   |                        |   | 13,407 |                           |  |   | (8,617       | ) |  |   | 29,540  |  
|Income tax expense                                                    |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Current                                                               |  |        | 870    |   |                        |   | (3,299 | )                         |  |   |             |   |  |   | (2,429  | )
|Deferred                                                              |  |        | (7,472 | ) |                        |   | (2,136 | )                         |  |   |             |   |  |   | (9,608  | )
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Income Before Cumulative Effect of Accounting Change                  |  |        | 18,148 |   |                        |   | 7,972  |                           |  |   | (8,617       | ) |  |   | 17,503  |  
|Cumulative effect of accounting change, net of tax                    |  |        | 11,679 |   |                        |   | 645    |                           |  |   |             |   |  |   | 12,324  |  
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  
|Net Income                                                            |  | $      | 29,827 |   |                        | $ | 8,617  |                           |  | $ | (8,617       | ) |  | $ | 29,827  |  
|                                                                      |  |        |        |   |                        |   |        |                           |  |   |              |   |  |   |         |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATING STATEMENTS OF CASH FLOWS (Unaudited)

SIX MONTHS ENDED JUNE 30, 2004

(in thousands of dollars)



|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|--------------------------------------------------------------------------------------- |  | ------ | -------- | - | ---------------------- | - | -------- | ------------------------- |  | - | ------------ | - |  | - | -------- | -
|                                                                                        |  | Issuer |          |   | Guarantor Subsidiaries |   |          | Intercompany Eliminations |  |   | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                                    |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Net income                                                                              |  | $      | 29,291   |   |                        | $ | 29,563   |                           |  | $ | (29,563      | ) |  | $ | 29,291   |  
|Items not affecting cash flows from operating activities                                |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Equity in earnings of subsidiaries                                                      |  |        | (29,563  | ) |                        |   |         |                           |  |   | 29,563       |   |  |   |         |  
|Depreciation, depletion, amortization and accretion                                     |  |        | 4,570    |   |                        |   | 43,865   |                           |  |   |             |   |  |   | 48,435   |  
|Loss (gain) on derivatives                                                              |  |        |          |   |                        |   | 1,191    |                           |  |   |              |   |  |   | 1,191    |  
|Debt extinguishment costs                                                               |  |        |          |   |                        |   | (4,453   | )                         |  |   |              |   |  |   | (4,453   | )
|Deferred income taxes                                                                   |  |        | 1,530    |   |                        |   | 16,975   |                           |  |   |             |   |  |   | 18,505   |  
|Noncash compensation                                                                    |  |        | 17,873   |   |                        |   |         |                           |  |   |             |   |  |   | 17,873   |  
|Other noncash items                                                                     |  |        | (79      | ) |                        |   |         |                           |  |   |             |   |  |   | (79      | )
|Change in assets and liabilities from operating activities net of effect of acquisition |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Accounts receivable and other assets                                                    |  |        | (14,281  | ) |                        |   | 22,693   |                           |  |   |             |   |  |   | 8,412    |  
|Assets held for sale                                                                    |  |        |         |   |                        |   | 10,917   |                           |  |   |             |   |  |   | 10,917   |  
|Accounts payable and other liabilities                                                  |  |        | 17,337   |   |                        |   | (28,556  | )                         |  |   |             |   |  |   | (11,219  | )
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Net cash provided by operating activities                                               |  |        | 26,678   |   |                        |   | 92,195   |                           |  |   |             |   |  |   | 118,873  |  
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                                                    |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Additions to oil and gas properties                                                     |  |        | (24,710  | ) |                        |   | (53,706  | )                         |  |   |             |   |  |   | (78,416  | )
|Acquisition of Nuevo Energy Company, net of cash acquired                               |  |        |         |   |                        |   | (13,744  | )                         |  |   |             |   |  |   | (13,744  | )
|Proceeds from sales of oil and gas properties                                           |  |        |         |   |                        |   | 27,844   |                           |  |   |             |   |  |   | 27,844   |  
|Other                                                                                   |  |        | (5,202   | ) |                        |   |         |                           |  |   |             |   |  |   | (5,202   | )
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Net cash used in investing activities                                                   |  |        | (29,912  | ) |                        |   | (39,606  | )                         |  |   |             |   |  |   | (69,518  | )
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                                                    |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Change in revolving credit facility                                                     |  |        | 142,000  |   |                        |   |         |                           |  |   |             |   |  |   | 142,000  |  
|Proceeds from issuance of 7.125% Senior Notes                                           |  |        | 248,695  |   |                        |   |         |                           |  |   |             |   |  |   | 248,695  |  
|Retirement of debt assumed in acquisition of Nuevo Energy Company                       |  |        |         |   |                        |   | (405,000 | )                         |  |   |             |   |  |   | (405,000 | )
|Costs incurred in connection with financing arrangements                                |  |        | (6,724   | ) |                        |   | (1,075   | )                         |  |   |             |   |  |   | (7,799   | )
|Advances/investments with affiliates                                                    |  |        | (378,957 | ) |                        |   | 378,957  |                           |  |   |             |   |  |   |         |  
|Derivative settlements                                                                  |  |        |         |   |                        |   | (19,762  | )                         |  |   |             |   |  |   | (19,762  | )
|Other                                                                                   |  |        | (183     | ) |                        |   |         |                           |  |   |             |   |  |   | (183     | )
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Net cash provided by (used in) financing activities                                     |  |        | 4,831    |   |                        |   | (46,880  | )                         |  |   |             |   |  |   | (42,049  | )
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                                    |  |        | 1,597    |   |                        |   | 5,709    |                           |  |   |             |   |  |   | 7,306    |  
|Cash and cash equivalents, beginning of period                                          |  |        | 403      |   |                        |   | 974      |                           |  |   |             |   |  |   | 1,377    |  
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  
|Cash and cash equivalents, end of period                                                |  | $      | 2,000    |   |                        | $ | 6,683    |                           |  | $ |             |   |  | $ | 8,683    |  
|                                                                                        |  |        |          |   |                        |   |          |                           |  |   |              |   |  |   |          |  



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PLAINS EXPLORATION & PRODUCTION COMPANY



CONSOLIDATING STATEMENTS OF CASH FLOWS (Unaudited)

SIX MONTHS ENDED JUNE 30, 2003

(in thousands of dollars)



|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|---------------------------------------------------------- |  | ------ | -------- | - | ---------------------- | - | -------- | ------------------------ |  | - | ------------ | - |  | - | -------- | -
|                                                           |  | Issuer |          |   | Guarantor Subsidiaries |   |          | IntercompanyEliminations |  |   | Consolidated |  
|CASH FLOWS FROM OPERATING ACTIVITIES                       |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Net income                                                 |  | $      | 29,827   |   |                        | $ | 8,617    |                          |  | $ | (8,617       | ) |  | $ | 29,827   |  
|Items not affecting cash flows from operating activities   |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Depreciation, depletion, amortization and accretion        |  |        | 11,652   |   |                        |   | 7,474    |                          |  |   |             |   |  |   | 19,126   |  
|Gain on derivatives                                        |  |        |         |   |                        |   | (1,466   | )                        |  |   |             |   |  |   | (1,466   | )
|Equity in earnings of subsidiaries                         |  |        | (8,617   | ) |                        |   |         |                          |  |   | 8,617        |   |  |   |         |  
|Deferred income taxes                                      |  |        | 7,472    |   |                        |   | 2,136    |                          |  |   |             |   |  |   | 9,608    |  
|Cumulative effect of adoption of accounting change         |  |        | (11,679  | ) |                        |   | (645     | )                        |  |   |              |   |  |   | (12,324  | )
|Stock appreciation rights and noncash compensation         |  |        | 2,685    |   |                        |   |         |                          |  |   |             |   |  |   | 2,685    |  
|Other noncash items                                        |  |        | 377      |   |                        |   |         |                          |  |   |             |   |  |   | 377      |  
|Change in assets and liabilities from operating activities |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Accounts receivable and other assets                       |  |        | (2,717   | ) |                        |   | 3,467    |                          |  |   |             |   |  |   | 750      |  
|Accounts payable and other liabilities                     |  |        | 9,363    |   |                        |   | (15,298  | )                        |  |   |             |   |  |   | (5,935   | )
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Net cash provided by operating activities                  |  |        | 38,363   |   |                        |   | 4,285    |                          |  |   |             |   |  |   | 42,648   |  
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES                       |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Additions to oil and gas properties                        |  |        | (37,275  | ) |                        |   | (9,505   | )                        |  |   |             |   |  |   | (46,780  | )
|Acquisitions, net of cash acquired                         |  |        |         |   |                        |   | (266,617 | )                        |  |   |             |   |  |   | (266,617 | )
|Other                                                      |  |        | (737     | ) |                        |   | (3       | )                        |  |   |             |   |  |   | (740     | )
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Net cash used in investing activities                      |  |        | (38,012  | ) |                        |   | (276,125 | )                        |  |   |             |   |  |   | (314,137 | )
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES                       |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Change in revolving credit facility                        |  |        | 197,200  |   |                        |   |         |                          |  |   |             |   |  |   | 197,200  |  
|Proceeds from debt issuance                                |  |        | 80,061   |   |                        |   |          |                          |  |   |              |   |  |   | 80,061   |  
|Debt issuance costs                                        |  |        | (4,069   | ) |                        |   |          |                          |  |   |              |   |  |   | (4,069   | )
|Advances/investments with affiliates                       |  |        | (274,279 | ) |                        |   | 274,279  |                          |  |   |              |   |  |   |         |  
|Other                                                      |  |        | 735      |   |                        |   |         |                          |  |   |             |   |  |   | 735      |  
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Net cash provided by (used in) financing activities        |  |        | (352     | ) |                        |   | 274,279  |                          |  |   |             |   |  |   | 273,927  |  
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents       |  |        | (1       | ) |                        |   | 2,439    |                          |  |   |             |   |  |   | 2,438    |  
|Cash and cash equivalents, beginning of period             |  |        | 1,004    |   |                        |   | 24       |                          |  |   |             |   |  |   | 1,028    |  
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  
|Cash and cash equivalents, end of period                   |  | $      | 1,003    |   |                        | $ | 2,463    |                          |  | $ |             |   |  | $ | 3,466    |  
|                                                           |  |        |          |   |                        |   |          |                          |  |   |              |   |  |   |          |  



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|Item 2Managements | Discussion and Analysis of Financial Condition and Results of Operations
|------------------- | ------------------------------------------------------------------------



The following information should be read in connection with the information contained in the consolidated financial statements and
notes thereto included elsewhere in this report.



Overview



Plains Exploration & Production Company (Plains, PXP,
us, our, or we) is an independent oil and gas company primarily engaged in the activities of acquiring, exploiting, developing and producing oil and gas in the United States. We own oil and gas properties in six
states with principal operations in:



| |  |  | the Los Angeles, San Joaquin, Santa Maria and Ventura Basins onshore and offshore California;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | the Gulf Coast Basin onshore and offshore Louisiana;
| | - |  | ----------------------------------------------------



| |  |  | the East Texas Basin in east Texas and north Louisiana; and
| | - |  | -----------------------------------------------------------



| |  |  | the Permian Basin in Texas.
| | - |  | ---------------------------



Assets in our principal focus areas include mature properties with long-lived reserves and significant development and exploitation opportunities as well as newer
properties with development, exploitation and exploration potential. We have historically hedged portions of our oil and gas production to manage our exposure to commodity price risk



We reported net income of $29.3 million, or $0.58 per diluted share for the first six months of 2004 compared to net income of $29.8
million, or $1.12 per diluted share for the first six months of 2003. Net income includes the effect of the properties in our acquisition of Nuevo Energy Company, or Nuevo, which are included in our results effective May 14, 2004 and the effect of
the properties in our acquisition of 3TEC Energy Corporation, or 3TEC, which are included in our results effective June 1, 2003. Net income for the first half of 2003 includes a non-cash, after-tax $12.3 million credit related to the adoption of
Statement of Financial Accounting Standards No. 143, Accounting for Asset Retirement Obligations.



Income before the cumulative effect of accounting change increased to $29.3 million in the first half of 2004 from $17.5 million in the first half of 2003. The
improvement is primarily attributable to higher oil and gas sales as a result of increased sales volumes due to the Nuevo and 3TEC properties and increased oil and gas prices. These increases were partially offset by debt extinguishment costs,
expenses related to stock appreciation rights and higher operating expenses due to the properties acquired from Nuevo and 3TEC.



Our primary sources of liquidity are cash generated from our operations and our revolving credit facility. At June 30, 2004 we had approximately $141.5 million of
availability under our revolving credit facility. We expect to spend between $115 million and $125 million for capital expenditures during the six months ending December 31, 2004. We believe that we have sufficient liquidity through our cash from
operations and borrowing capacity under our revolving credit facility to meet our short-term and long-term normal recurring operating needs, debt service obligations, contingencies and anticipated capital expenditures.



Our cash flows depend on many factors, including the price of oil and gas, the success
of our acquisition and drilling activities and the operational performance of our producing properties. We hedge to limit our commodity price exposure. The level of hedging activity depends on our view of



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##### Table of Contents

market conditions, available hedge prices and our operating strategy. Under our hedging program, we typically hedge up to 70%-75% of our production for the current
year, up to 40%-50% of our production for the next year and up to 25%-40% of our production for the following year. We may hedge to the higher end of the range depending on attractive price levels and expected capital spending requirements. Our
hedging activities mitigate our exposure to price declines and allow us the flexibility to continue to execute our capital plan even if prices decline during the period our hedges are in place. In addition, the majority of our capital expenditures
are discretionary and could be curtailed if our cash flows declined from expected levels.



Completion of our acquisition of Nuevo had a significant impact on our company. We now have a large proved reserve base that is over 70% proved developed, a significantly improved balance sheet and an attractive growth profile.
The combined company is expected to generate significant cash flow that will be available for debt reduction and future growth opportunities.



Acquisition of Nuevo



On May 14, 2004 we acquired Nuevo in a stock-for-stock transaction. In the acquisition, each outstanding share of Nuevo common stock was converted into 1.765 shares
of PXP common stock and Nuevo became our wholly owned subsidiary. The transaction required the issuance of 36.5 million additional PXP common shares (bringing the total outstanding PXP common shares to approximately 77.0 million), plus the
assumption of $254 million in net debt and $115 million of $2.875 Term Convertible Securities, Series A, or TECONS. The transaction is expected to qualify as a tax free reorganization under Section 368(a) and to be tax free to our stockholders and
to be tax free for the stock portion of the consideration received by Nuevo stockholders. We have accounted for the transaction as a purchase of Nuevo under purchase accounting rules and we continue to use the full cost method of accounting for our
oil and gas properties.



In connection with our acquisition of Nuevo we
have undertaken a series of transactions to refinance a portion of our and all of Nuevos outstanding debt (the Recapitalization Transactions). The Recapitalization Transactions include amendments to our credit facility and the
indenture with respect to our 8.75% senior subordinated notes, our issuance of $250 million of 7.125% senior notes due 2014, a cash tender offer for Nuevos outstanding $150 million of 9.375% senior subordinated notes, the redemption of the
TECONS and the termination of Nuevos credit facility. All of these transactions were successfully completed on or before June 30, 2004. See  Financing Activities.



General



We follow the full cost method of accounting whereby all costs associated with property acquisition, exploration, exploitation and development activities are
capitalized. Our revenues are derived from the sale of oil, gas and natural gas liquids. We recognize revenues when our production is sold and title is transferred. Our revenues are highly dependent upon the prices of, and demand for, oil and gas.
Historically, the markets for oil and gas have been volatile and are likely to continue to be volatile in the future. The prices we receive for our oil and gas and our levels of production are subject to wide fluctuations and depend on numerous
factors beyond our control, including supply and demand, economic conditions, foreign imports, the actions of OPEC, political conditions in other oil-producing countries, and governmental regulation, legislation and policies. Under the SECs
full cost accounting rules, we review the carrying value of our proved oil and gas properties each quarter. These rules generally require that we price our future oil and gas production at the oil and gas prices in effect at the end of each fiscal
quarter to determine a ceiling value of our properties. The rules require a write-down if our capitalized costs exceed the allowed ceiling. We have had no write-downs due to these ceiling test limitations since 1998. Given the volatility
of oil and gas prices, it is likely that our estimate of discounted future net revenues from proved oil and gas reserves will fluctuate in the near term. If oil and gas prices decline significantly in the future, write-downs of our oil and gas
properties could occur. Write-downs required by these rules do not directly impact our cash flows from operating activities. Decreases in oil and gas prices have had, and will likely have in the future, an adverse effect on the carrying value of our
proved reserves and our revenues, profitability and cash flow.



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To manage our exposure to commodity price risk, we use various derivative instruments to hedge our exposure to oil
and gas sales price fluctuations. Our hedging arrangements provide us protection on the hedged volumes if these prices decline below the prices at which these hedges are set. However, if prices increase, ceiling prices in our hedges may cause us to
receive less revenues on the hedged volumes than we would receive in the absence of hedges. Gains and losses from hedging transactions are recognized as revenues when the associated production is sold. Changes in the fair value and settlement gains
and losses of derivative instruments that do not qualify for hedge accounting are recognized in other income (expense).



Our oil and gas production expenses include salaries and benefits of personnel involved in production activities, steam gas costs, electric costs, maintenance
costs, production, ad valorem and severance taxes, and other costs necessary to operate our producing properties. Depletion of capitalized costs of producing oil and gas properties is provided using the units of production method based upon proved
reserves. For the purposes of computing depletion, proved reserves are redetermined as of the end of each year and on an interim basis when deemed necessary.



General and administrative expenses (G&A) consist primarily of salaries and related benefits of administrative personnel, office rent, systems costs
and other administrative costs.



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Results of Operations



The following table reflects the components of our oil and gas production and sales prices and sets forth our operating revenues and costs and expenses on a barrel
of oil equivalent (BOE) basis:



|                                          |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|----------------------------------------- |  | --------------------------- | ------- | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                          |  | Three Months Ended June 30, |         |   | Six Months EndedJune 30, |  
|                                          |  | 2004                        |         |   | 2003                     |   |        | 2004 |  |   | 2003   |  
|Sales Volumes                             |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Oil and liquids (MBbls)                   |  |                             | 3,746   |   |                          |   | 2,287  |      |  |   | 5,942  |   |  |   | 4,468  |  
|Gas (MMcf)                                |  |                             | 9,464   |   |                          |   | 2,745  |      |  |   | 16,868 |   |  |   | 3,474  |  
|MBOE                                      |  |                             | 5,323   |   |                          |   | 2,745  |      |  |   | 8,753  |   |  |   | 5,047  |  
|Daily Average Sales Volumes               |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Oil and liquids (Bbls)                    |  |                             | 41,165  |   |                          |   | 25,132 |      |  |   | 32,648 |   |  |   | 24,685 |  
|Gas (Mcf)                                 |  |                             | 104,000 |   |                          |   | 30,165 |      |  |   | 92,681 |   |  |   | 19,193 |  
|BOE                                       |  |                             | 58,498  |   |                          |   | 30,160 |      |  |   | 48,093 |   |  |   | 27,884 |  
|Unit Economics (in dollars)               |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Average Oil & Liquids Sales Price ($/Bbl) |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net realized price before hedging         |  | $                           | 32.61   |   |                          | $ | 24.70  |      |  | $ | 32.06  |   |  | $ | 27.14  |  
|Hedging revenue (expense) (1)             |  |                             | (6.03   | ) |                          |   | (3.92  | )    |  |   | (7.01  | ) |  |   | (5.88  | )
|                                          |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net realized price                        |  | $                           | 26.58   |   |                          | $ | 20.78  |      |  | $ | 25.05  |   |  | $ | 21.26  |  
|                                          |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Average Gas Sales Price ($/Mcf)           |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net realized price before hedging         |  | $                           | 5.79    |   |                          | $ | 5.88   |      |  | $ | 5.76   |   |  | $ | 5.83   |  
|Hedging revenue (expense) (2)             |  |                             | (0.22   | ) |                          |   |       |      |  |   | (0.06  | ) |  |   |       |  
|                                          |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net realized price                        |  | $                           | 5.57    |   |                          | $ | 5.88   |      |  | $ | 5.70   |   |  | $ | 5.83   |  
|                                          |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Average Realized Price per BOE            |  | $                           | 28.61   |   |                          | $ | 23.19  |      |  | $ | 27.99  |   |  | $ | 22.82  |  
|                                          |  |                             |         |  
|Costs and Expenses per BOE                |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Production costs                          |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Lease operating expenses                  |  | $                           | 5.37    |   |                          | $ | 5.93   |      |  | $ | 5.43   |   |  | $ | 6.05   |  
|Steam gas costs                           |  |                             | 1.38    |   |                          |   | 0.28   |      |  |   | 0.95   |   |  |   | 0.29   |  
|Electricity                               |  |                             | 1.27    |   |                          |   | 1.94   |      |  |   | 1.43   |   |  |   | 2.05   |  
|Production and ad valorem taxes           |  |                             | 0.86    |   |                          |   | 0.66   |      |  |   | 0.98   |   |  |   | 0.57   |  
|Gathering and transportation              |  |                             | 0.34    |   |                          |   | 0.12   |      |  |   | 0.34   |   |  |   | 0.06   |  
|G&A                                       |  |                             |         |   |                          |   |        |      |  |   |        |   |  |   |        |  
|G&A excluding items below                 |  |                             | 1.75    |   |                          |   | 1.66   |      |  |   | 2.15   |   |  |   | 1.74   |  
|Stock appreciation rights                 |  |                             | 0.54    |   |                          |   | 1.46   |      |  |   | 1.53   |   |  |   | 0.52   |  
|Merger related costs                      |  |                             | 0.20    |   |                          |   | 0.31   |      |  |   | 0.12   |   |  |   | 0.22   |  
|DD&A per BOE (oil and gas properties)     |  |                             | 5.49    |   |                          |   | 3.52   |      |  |   | 5.06   |   |  |   | 3.36   |  

---

|(1) |  | Does not include $3.80 per barrel and $2.38 per barrel of cash settlement payments for the three and six months ended June 30, 2004, respectively, for hedges assumed in connection with the
Nuevo and 3TEC mergers. Realized gains and losses on derivative instruments that are designated as a hedge and qualify for hedge accounting are generally included in oil and gas revenues in the period the hedged volumes are sold. However, in the
case of the derivatives acquired in connection with our acquisitions of Nuevo and 3TEC, only changes in fair value subsequent to the acquisition date will be reflected in our oil and gas revenues. Cash settlements for the liability existing at the
merger date are reflected as the payment of a liability.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Does not include $0.18 per Mcf and $0.53 per Mcf of cash settlement payments for the three months ended June 30, 2004 and 2003, respectively or $0.31 per Mcf and $0.42 per Mcf of cash
settlement payments for the six months ended June 30, 2004 and 2003, respectively, for hedges assumed in connection with the Nuevo and 3TEC mergers.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Comparison of Three Months Ended June 30, 2004 to Three Months Ended June 30, 2003



Oil and gas revenues.    Oil and gas revenues increased
139%, or $88.6 million, to $152.3 million for 2004 from $63.7 million for 2003. The increase is due to increased production volumes attributable to the properties acquired from Nuevo and 3TEC and higher realized prices. Our average realized price
per BOE increased 23% to $28.61 and our production increased 94% to 5.3 MMBOE. Production attributable to the properties acquired from Nuevo and 3TEC was 3.3 MMBOE in the second quarter of 2004 compared to 0.4 MMBOE in the second quarter of 2003.



Oil revenues increased 109%, or $52.0 million, to $99.6 million for 2004
from $47.5 million for 2003, reflecting higher realized prices ($13.3 million) and higher production ($38.8 million). Our average realized price for oil increased 28%, or $5.80, to $26.58 per Bbl for 2004 from $20.78 per Bbl for 2003. The increase
is primarily attributable to an improvement in the NYMEX oil price, which averaged $38.34 per Bbl in 2004 versus $28.91 per Bbl in 2003. Hedging had the effect of decreasing our average price per Bbl by $6.03 in 2004 compared to $3.92 per Bbl in
2003. Oil production increased 64% to 3.7 MMBbls in the second quarter of 2004 from 2.3 MMBbls in the second quarter of 2003. Production attributable to the properties acquired from Nuevo and 3TEC was 1.9 MMBbls in the second quarter of 2004
compared to 0.1 MMBbls in the second quarter of 2003



Gas revenues
increased $36.6 million, to $52.7 million for 2004 from $16.1 million for 2003. A 6.7 Bcf increase in production volumes to 9.5 Bcf accounted for the increased gas revenues. The properties acquired from Nuevo and 3TEC accounted for 6.5 Bcf of the
increase in 2004 production. Our average realized price for gas decreased 5%, or $0.30, to $5.57 per Mcf for 2004 from $5.87 per Mcf for 2003. In 2004 hedging revenues decreased our average price by $0.22 per Mcf.



Lease operating expenses.    Lease operating expenses
(including steam gas costs and electricity) increased 91%, or $20.3 million, to $42.7 million for 2004 from $22.4 million for 2003, primarily due to the properties acquired from Nuevo and 3TEC. The properties acquired from Nuevo and 3TEC accounted
for $26.9 million of the 2004 operating expenses compared to $1.4 million in 2003. The decrease in lease operating expenses from our existing properties reflects the sale of our Illinois properties in the first quarter of 2004. On a per unit basis,
lease operating expenses decreased to $8.02 per BOE in 2004 versus $8.15 per BOE in 2003.



Production and ad valorem taxes.    Production and ad valorem taxes increased $2.8 million, to $4.6 million for 2004 from $1.8 million for 2003 primarily due to the properties acquired from Nuevo and
3TEC. The properties acquired from Nuevo and 3TEC accounted for $3.2 million of such costs in 2004 compared to $0.7 million in 2003.



Gathering and transportation expenses.    Gathering and transportation expenses increased $1.5 million, to $1.8 million for 2004 from
$0.3 million for 2003. These are costs incurred to deliver oil and gas produced from certain of the properties acquired from Nuevo and 3TEC to the sales point.



General and administrative expense.    G&A expense, excluding amounts attributable to stock appreciation rights, or SARs, and
merger related costs, increased 104%, or $4.7 million, to $9.3 million for 2004 from $4.6 million for 2003. The increase is primarily a result of increased costs resulting from the Nuevo and 3TEC acquisitions.



G&A expense related to outstanding stock appreciation rights or SARs was $2.9
million and $4.0 million for the three months ended June 30, 2004 and 2003, respectively. Accounting for SARs requires that we record an expense or credit for vested or deemed vested SARs depending on whether, during the period, our stock price
either rose or fell, respectively. The $2.9 million of expense for the second quarter of 2004 reflects additional vesting of outstanding SARs rather than an increase



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in our stock price. Our stock price at June 30, 2004 was $18.35 versus $18.64 on March 31, 2004. The $4.0 million of SARs expense in the second quarter of 2003
primarily reflects an increase in our stock price.



G&A expense for
2004 and 2003 includes $1.0 million and $0.9 million, respectively, of merger related expenses consisting primarily of severance and other compensation costs and accounting system integration and conversion expenses.



G&A expense does not include amounts capitalized as part of our acquisition,
exploration and development activities. We capitalized $3.3 million and $2.5 million of G&A expense in the second quarter of 2004 and 2003, respectively.



Depreciation, depletion, amortization and accretion, or DD&A.    DD&A expense increased 195%, or $21.1 million, to $31.9 million
for 2004 from $10.8 million for 2003. Approximately $19.6 million of the increase was attributable to our oil and gas DD&A due to a higher per unit rate and higher production. Our oil and gas unit of production rate increased to $5.49 per BOE in
2004 compared to $3.52 per BOE in 2003. The increase primarily reflects the effect of the Nuevo and 3TEC acquisitions. The remaining increase is attributable to amortization of debt issue costs and accretion expense.



Interest expense.    Interest expense increased 62%, or $3.3
million, to $8.6 million for 2004 from $5.3 million for 2003 primarily due to higher outstanding debt as a result of the Nuevo and 3TEC acquisitions. Interest expense does not include interest capitalized on oil and gas properties not subject to
amortization. We capitalized approximately $1.9 million and $0.5 million of interest in 2004 and 2003, respectively.



Debt extinguishment costs.    In connection with the retirement of the debt assumed in the acquisition of Nuevo we recorded $19.7 million
of debt extinguishment consisting primarily of a $6.6 million loss on the repurchase of all $150 million of Nuevos outstanding 9 3/8% Senior Subordinated Notes and a $13.1 million loss on redemption of all outstanding $118 million aggregate
principal amount of Nuevos 5.75% Convertible Subordinated Debentures due December 15, 2026.



Gain (loss) on derivatives.    Gain (loss) on derivatives in the second quarter of 2004 includes $4.6 million of cash payments and $5.0
million for the increase in fair value of derivative instruments that do not qualify for hedge accounting. Such amount for the second quarter of 2003 represents a $1.5 million increase in the fair value of derivative instruments that do not qualify
for hedge accounting.



Income tax
expense.    Income tax expense increased to $11.8 million for 2004 from $6.1 million for 2003 due to higher pre-tax income. Our overall effective tax rate decreased to 38% in 2004 from 41% in 2003. Our current expense in the
second quarter reflected a small benefit as our effective current rate for the first half of the year was lower than our estimated rate at the end of the first quarter. Our currently payable effective tax rate was 8% for 2003. The decreased
currently payable effective rate in 2004 primarily reflects the tax loss on the sale of our Illinois properties and the effect of the Nuevo acquisition.



Comparison of Six Months Ended June 30, 2004 to Six Months Ended June 30, 2003



Oil and gas revenues.    Oil and gas revenues increased 113%, or $129.8 million, to $245.0 million for 2004 from $115.2 million for 2003.
The increase is due to increased production volumes attributable to the properties acquired from Nuevo and 3TEC and higher realized prices. Our average realized price per BOE increased 23% to $27.99 and our production increased 73% to 8.8 MMBOE.
Production attributable to the properties acquired from Nuevo and 3TEC was 4.6 MMBOE in the first half of 2004 compared to 0.4 MMBOE in the first half of 2003.



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Oil revenues increased 57%, or $53.8 million, to $148.8 million for 2004 from $95.0 million for 2003, reflecting
higher realized prices ($17.0 million) and higher production ($36.9 million). Our average realized price for oil increased 18%, or $3.79, to $25.05 per Bbl for 2004 from $21.26 per Bbl for 2003. The increase is primarily attributable to an
improvement in the NYMEX oil price, which averaged $36.75 per Bbl in 2004 versus $31.32 per Bbl in 2003. Hedging had the effect of decreasing our average price per Bbl by $7.01 in 2004 compared to $5.88 per Bbl in 2003. Oil production increased 33%
to 5.9 MMBbls in 2004 from 4.5 MMBbls in 2003. Production attributable to the properties acquired from Nuevo and 3TEC was 2.1 MMBbls in 2004 compared to 0.1 MMBbls in 2003



Gas revenues increased $75.9 million, to $96.1 million in 2004 from $20.2 million in 2003. A 13.4 Bcf increase in production volumes
to 16.9 Bcf accounted for the increased gas revenues. The properties acquired from Nuevo and 3TEC accounted for 13.1 Bcf of the increase in 2004 production. Our average realized price for gas decreased 2%, or $0.13, to $5.70 per Mcf for 2004 from
$5.83 per Mcf for 2003. In 2004 hedging revenues decreased our average price by $0.06 per Mcf.



Lease operating expenses.    Lease operating expenses (including steam gas costs and electricity) increased 61%, or $26.0 million, to $68.4 million for 2004 from $42.4 million for 2003, primarily due
to the properties acquired from Nuevo and 3TEC. The properties acquired from Nuevo and 3TEC accounted for $32.2 million of the 2004 operating expenses compared to $1.4 million in 2003. The decrease in lease operating expenses from our existing
properties reflects the sale of our Illinois properties in the first quarter of 2004. On a per unit basis, lease operating expenses decreased to $7.81 per BOE in 2004 versus $8.39 per BOE in 2003.



Production and ad valorem taxes.    Production and ad
valorem taxes increased $5.7 million, to $8.6 million for 2004 from $2.9 million for 2003 primarily due to the properties acquired from Nuevo and 3TEC. The properties acquired from Nuevo and 3TEC accounted for $6.0 million of such costs in 2004
compared to $0.7 million in 2003.



Gathering and transportation
expenses.    Gathering and transportation expenses increased $2.7 million, to $3.0 million for 2004 from $0.3 million for 2003. These are costs incurred to deliver oil and gas produced from certain of the properties acquired
from Nuevo and 3TEC to the sales point.



General and administrative
expense.    G&A expense, excluding amounts attributable to stock appreciation rights, or SARs, and merger related costs, increased 115%, or $10.0 million, to $18.8 million for 2004 from $8.8 million for 2003. The increase
is primarily a result of increased costs resulting from the Nuevo and 3TEC acquisitions.



G&A expense related to outstanding stock appreciation rights or SARs was $13.4 million and $2.6 million in 2004 and 2003, respectively. Accounting for SARs requires that we record an expense or credit for vested or deemed
vested SARs depending on whether, during the period, our stock price either rose or fell, respectively. The $13.4 million of expense in 2004 reflects additional vesting of outstanding SARs as well as an increase in our stock price. Our stock price
at June 30, 2004 was $18.35 versus $15.39 on December 31, 2003. The $2.6 million of SARs expense in 2003 primarily reflects an increase in our stock price.



G&A expense for 2004 and 2003 includes $1.0 million and $1.1 million, respectively, of merger related expenses consisting primarily of severance and other
compensation costs and accounting system integration and conversion expenses.



G&A expense does not include amounts capitalized as part of our acquisition, exploration and development activities. We capitalized $6.8 million and $4.6 million of G&A expense in 2004 and 2003, respectively.



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Depreciation, depletion, amortization and accretion, or DD&A.    DD&A expense
increased 153%, or $29.3 million, to $48.4 million in 2004 from $19.1 million in 2003. Approximately $27.3 million of the increase was attributable to our oil and gas DD&A due to a higher per unit rate and higher production. Our oil and gas unit
of production rate increased to $5.06 per BOE in 2004 compared to $3.36 per BOE in 2003. The increase primarily reflects the effect of the Nuevo and 3TEC acquisitions. The remaining increase is attributable to amortization of debt issue costs and
accretion expense.



Interest
expense.    Interest expense increased 52%, or $5.3 million, to $15.5 million for 2004 from $10.2 million for 2003 primarily due to higher outstanding debt as a result of the Nuevo and 3TEC acquisitions. Interest expense does
not include interest capitalized on oil and gas properties not subject to amortization. We capitalized approximately $2.8 million and $0.9 million of interest in 2004 and 2003, respectively.



Debt extinguishment costs.    In connection with the
retirement of the debt assumed in the acquisition of Nuevo we recorded $19.7 million of debt extinguishment consisting primarily of a $6.6 million loss on the repurchase of all $150 million of Nuevos outstanding 9 3/8% Senior Subordinated
Notes and a $13.1 million loss on redemption of all outstanding $118 million aggregate principal amount of Nuevos 5.75% Convertible Subordinated Debentures due December 15, 2026.



Gain (loss) on derivatives.    Gain (loss) on derivatives in 2004 includes $5.6 million of cash payments
and $4.4 million for the increase in fair value of derivative instruments that do not qualify for hedge accounting. Such amount for 2003 represents a $1.5 million increase in the fair value of derivative instruments that do not qualify for hedge
accounting.



Income tax expense.    Income tax
expense increased to $18.7 million for 2004 from $12.0 million for 2003 due to higher pre-tax income, partially offset by a decrease in our overall effective tax rate. Our overall effective tax rate decreased to 39% in 2004 from 41% in 2003. Our
currently payable effective tax rate was less than 1% for 2004 as compared to 8% for 2003. The decreased currently payable effective rate in 2004 primarily reflects the tax loss on the sale of our Illinois properties and the effect of the Nuevo
acquisition.



Liquidity and Capital Resources



Our primary sources of liquidity are cash generated from our operations and our
revolving credit facility. At June 30, 2004 we had approximately $141.5 million of availability under our revolving credit facility. We believe that we have sufficient liquidity through our cash from operations and borrowing capacity under our
revolving credit facility to meet our short-term and long-term normal recurring operating needs, debt service obligations, contingencies and anticipated capital expenditures.



Our cash flows depend on many factors, including the price of oil and gas and the success of our acquisition and drilling activities.
We actively manage our exposure to commodity price fluctuations by hedging portions of our production and thereby mitigate our exposure to price declines. This allows us the flexibility to continue to execute our capital plan even if prices decline
during the period our hedges are in place. In addition, the majority of our capital expenditures are discretionary and could be curtailed if our cash flows declined from expected levels.



At June 30, 2004 we had a working capital deficit of approximately $108.9 million. Approximately $105.7 million of the working capital
deficit is attributable to the fair value of our commodity derivative instruments (net of related deferred income taxes). In accordance with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, the fair value of all
derivative instruments is recorded on the balance sheet. The hedge agreements provide for monthly settlement based on the differential



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between the agreement price and actual NYMEX oil price. Cash received for sale of physical production will be based on actual market prices and will generally offset
any gains or losses realized on the derivative instruments. In addition, $20.5 million of the working capital deficit is attributable to the in-the-money value of stock appreciation rights that were deemed vested at June 30, 2004.



On April 8, 2004, Nuevo entered into definitive agreements for the sale of the stock of
its subsidiaries that hold oil and gas interests in the Republic of Congo. The estimated fair value of our investment in these subsidiaries at June 30, 2004 is reflected on the balance sheet in current assets under the caption assets held for sale.
The sale closed on July 30, 2004 and we received cash consideration of $60.5 million.



Financing Activities



In connection with our acquisition
of Nuevo, we completed the Recapitalization Transactions described below to refinance a portion of our and all of Nuevos outstanding debt. In connection with the Recapitalization Transactions we recognized a $19.7 million pre-tax loss on early
extinguishment of debt in the second quarter of 2004.



Senior
Revolving Credit Facility.    On May 14, 2004 and on May 28, 2004 we amended our three-year, $500 million senior revolving credit facility with a group of lenders and with JPMorgan Chase Bank serving as administrative agent.
This credit facility provides for a current borrowing base of $650 million that will be redetermined on a semi-annual basis, with us and the lenders each having the right to one annual interim unscheduled redetermination, and adjusted based on the
Companys oil and gas properties, reserves, other indebtedness and other relevant factors. The credit facility has commitments for up to $500 million in borrowings. Additionally, the credit facility contains a $50.0 million sub-limit on letters
of credit. This amended credit facility matures on April 4, 2007. To secure borrowings, we pledged 100% of the shares of stock of our domestic subsidiaries and gave mortgages covering 80% of the total present value of our domestic oil and gas
properties.



Amounts borrowed under the credit facility bear an annual
interest rate, at our election, equal to either: (i) the Eurodollar rate, which is based on LIBOR, plus a margin ranging from 1.25% to 1.875%; or (ii) the greatest of (1) the prime rate, as determined by JPMorgan Chase Bank, (2) the certificate of
deposit rate, plus 1.0%, and (3) the federal funds rate, plus 0.5%; plus an additional variable amount ranging from 0% to 0.625% for each of (1)-(3). The additional variable amount of interest payable on outstanding borrowings is based on (1) the
utilization rate as a percentage of the total amount of funds borrowed under the credit facility to the borrowing base and (2) our long-term debt rating. Commitment fees and letter of credit fees under the credit facility are based on the
utilization rate and our long-term debt rating. Commitment fees range from 0.3% to 0.5% of the amount available for borrowing. Letter of credit fees range from 1.25% to 1.875%. The issuer of any letter of credit receives an issuing fee of 0.125% of
the undrawn amount. The effective interest rate on our borrowings under this revolving credit facility was 2.7% at June 30, 2004.



The credit facility contains negative covenants that limit our ability, as well as the ability of our subsidiaries, among other things, to incur additional debt,
pay dividends on stock, make distributions of cash or property, change the nature of our business or operations, redeem stock or redeem subordinated debt, make investments, create liens, enter into leases, sell assets, sell capital stock of
subsidiaries, guarantee other indebtedness, enter into agreements that restrict dividends from subsidiaries, enter into certain types of swap agreements, enter into gas imbalance or take-or-pay arrangements, merge or consolidate and enter into
transactions with affiliates. In addition, the credit facility requires us to maintain a current ratio, which includes availability under the credit facility, of at least 1.0 to 1.0 and a minimum tangible net worth requirement.



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At June 30, 2004, we had $353.0 million in borrowings and $5.5 million in letters of credit outstanding under the
credit facility. At that date we were in compliance with the covenants contained in the credit facility and could have borrowed the full amount available under the credit facility.



$250 Million Senior Notes Offering.    On June 30, 2004 we completed the private placement under Rule 144A
and Regulation S of the Securities Act of 1933 of $250 million in aggregate principal amount of ten year senior unsecured notes (the 7.125% Notes). The notes were issued at 99.478% and bear interest at 7.125% with a yield to maturity of
7.2%. Proceeds from the 7.125% Notes plus borrowings under our credit facility were used to repurchase Nuevos 93/8%
senior subordinated notes due 2010 (the 93/8% Notes), and redeem Nuevos 5.75% convertible subordinated debentures
due December 15, 2026 (which resulted in the redemption of the outstanding $2.875 term convertible securities, Series A, issued by a financing trust owned by Nuevo).



The 7.125% Notes and subsidiary guarantees are senior obligations of ours and our subsidiary guarantors. Accordingly, they rank:



| |  |  | pari passu in right of payment to our and our subsidiary guarantors existing and future senior unsecured indebtedness;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | senior in right of payment to our and our subsidiary guarantors existing and future subordinated indebtedness;
| | - |  | ---------------------------------------------------------------------------------------------------------------



| |  |  | effectively junior in right of payment to our and our subsidiary guarantors secured indebtedness to the extent of the value of the collateral securing that indebtedness; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | effectively subordinated in right of payment to all existing and future indebtedness and other liabilities of non-guarantor subsidiaries (other than indebtedness and other liabilities owed to
us, if any).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The indenture governing the 7.125% Notes
contains covenants that limit our ability, as well as the ability of our subsidiaries, among other things, to incur additional indebtedness, make certain investments, pay dividends, or make other distributions on capital stock or redeem or
repurchase capital stock or subordinated indebtedness, sell assets, incur dividends or other payment restrictions affecting subsidiaries, enter into transactions with affiliates, create liens, merge, consolidate and transfer assets and enter
into different lines of business. In the event of a change of control, as defined in the indenture, we will be required to make an offer to repurchase the notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date of
the repurchase.



On and after June 15, 2009, we may redeem all or part of
the 7.125% Notes at our option, at 103.563% of the principal amount for the twelve-month period beginning June 15, 2009, at 102.375% of the principal amount for the twelve-month period beginning June 15, 2010, at 101.188% of the principal amount for
the twelve-month period beginning June 15, 2011 and at 100% of the principal amount thereafter. In each case, accrued interest is payable to the date of redemption. In addition, before June 15, 2009, we may redeem all or part of the 7.125% Notes at
the make-whole price set forth under the indenture. At any time prior to June 15, 2007, we may redeem up to 35% of the 7.125% Notes with the net cash proceeds of certain equity offerings at the redemption price set forth under the indenture.



Tender Offer for Nuevos 93/8% Senior Subordinated Notes due 2010.On June
30, 2004, Nuevo completed the repurchase of all $150 million of its outstanding 93/8% Senior Subordinated Notes. Nuevo
paid $1,150.08 per $1,000 principal amount of 93/8% Notes tendered (comprising the tender offer price of $1,107.16, plus
accrued interest through June 29, 2004 of $22.92, plus the consent payment of $20.00). The tender offer and consent payment totaled $169.1 million.



Nuevo had an interest rate swap with a notional amount of $100.0 million to hedge a portion of the fair value of the 93/8% Notes which was cancelled for total consideration of $1.7 million.



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Redemption of TECONS.    On June 30, 2004, Nuevo completed the redemption of all
outstanding $118 million aggregate principal amount of its 5.75% Convertible Subordinated Debentures due December 15, 2026 (the TECON Debentures), the proceeds of which were used by Nuevos wholly-controlled financing trust to
redeem all of the trusts outstanding $115.0 million of TECONS for total consideration of $117.0 million, which were publicly held, and all outstanding $3.0 million of $2.875 term convertible securities held by Nuevo. The redemption was
completed on June 29, 2004.



Consent Solicitation for Our 8.75% Senior
Subordinated Notes.    We solicited consents from the holders of our 8.75% Senior Subordinated Notes due 2012 (the 8.75% Notes) to amend the indenture under which the 8.75% Notes were issued to make certain
provisions more consistent with the indenture under which the 7.125% Notes were issued. The consent solicitation expired on June 18, 2004 and, having received the requisite consents, we executed an amended and restated indenture governing the 8.75%
Notes, reflecting among other things, the changes for which consent was requested from the bond holders. We paid a consent payment of $7.50 per $1,000 of principal amount to holders of the 8.75% Notes ($2.1 million).



At June 30, 2004, we had $275.0 million principal amount of 8.75% Notes outstanding.
The 8.75% Notes are our unsecured general obligations, are subordinated in right of payment to all of our existing and future senior indebtedness and are jointly and severally guaranteed on a full, unconditional basis by all of our existing and
future domestic restricted subsidiaries. The 8.75% Notes are not redeemable until July 1, 2007. On or after that date they are redeemable, at our option, at 104.375% of the principal amount for the twelve-month period ending June 30, 2008, at
102.917% of the principal amount for the twelve-month period ending June 30, 2009, at 101.458% of the principal amount for the twelve-month period ending June 30, 2010 and at 100% of the principal amount thereafter. In each case, accrued interest is
payable to the date of redemption. In the event of a change of control, as defined in the indenture, we will be required to make an offer to repurchase the notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the date
of the repurchase.



Cash Flows



|                            |  |                           |       |   |      |   |        |  
|--------------------------- |  | ------------------------- | ----- | - | ---- | - | ------ | -
|                            |  | Six Months Ended June 30, |      
|                            |  | 2004                      |       |   | 2003 |  
|                            |  | (in millions)             |      
|Cash provided by (used in): |  |                           |       |   |      |   |        |  
|Operating activities        |  | $                         | 118.9 |   |      | $ | 42.6   |  
|Investing activities        |  |                           | (69.5 | ) |      |   | (314.1 | )
|Financing activities        |  |                           | (42.1 | ) |      |   | 273.9  |  



Net cash provided by operating
activities was $118.9 million and $42.6 million for the first six months of 2004 and 2003, respectively. The increase primarily reflects the effect of the properties acquired in the Nuevo and 3TEC acquisition and increased commodity prices.



Net cash used in investing activities was $69.5 million in the first six
months of 2004 and $314.1 million in the first six months of 2003. Costs incurred in connection with our oil and gas acquisition, development and exploration activities totaled $78.4 million in 2004 compared to $46.8 million in 2003. Investing
activities in 2004 include $13.7 million paid in connection with the Nuevo acquisition. Investing activities in 2003 include $266.6 million paid in connection with the 3TEC acquisition. Investing activities for 2004 also includes $27.8 million in
proceeds from the sale of certain non-core producing properties in New Mexico, Texas, Mississippi, Louisiana and Illinois.



Net cash used in financing activities in the first six months of 2004 was $42.1 million. During the period borrowings under our credit facility increased $142.0
million and we received $248.6 million in proceeds from the issuance of our 7.125% Senior Notes. These proceeds and funds generated by our



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operations we used to retire $405.0 million in debt assumed in the Nuevo acquisition and to pay $7.8 million in debt financing costs and $19.8 million in derivative
settlements. Net cash provided by financing activities in the first six months of 2003 was $273.9 million, primarily reflecting amounts borrowed to finance the 3TEC acquisition.



Capital Requirements



We have made and will continue to make substantial capital expenditures for the acquisition, exploitation, development, exploration and production of oil and gas.
We expect to spend between $115 million and $125 million for capital expenditures during the six months ending December 31, 2004. We expect that 2004 capital expenditures will be funded with cash flow from our operations and our revolving credit
facility.



We will incur cash expenditures upon the exercise of SARs, but
our common shares outstanding will not increase. At June 30, 2004 we had approximately 3.1 million SARs outstanding of which 1.9 million were vested. If all of the vested SARs were exercised, based on $18.35, the price of our common stock as of June
30, 2004, we would pay $18.3 million to holders of the SARs. In the first six months of 2004 we made cash payments of $9.9 million for SARs that were exercised during that period.



Critical Accounting Policies and Factors that May Affect Future Results



Based on the accounting policies that we have in place, certain factors may impact our future financial results. Significant
accounting policies related to commodity pricing and risk management activities, write-downs under full cost ceiling test rules, oil and gas reserves, stock appreciation rights and goodwill are discussed in our Annual Report on Form 10-K/A for the
year ended December 31, 2003.



Recent Accounting Pronouncements



In 2003, the SEC inquired of the FASB regarding the application of certain provisions
of SFAS No. 141, Business Combinations,(SFAS No. 141) and SFAS No. 142, Goodwill and Other Intangible Assets,(SFAS No. 142) to oil and gas companies. SFAS Nos. 141 and 142 became effective for transactions
subsequent to June 30, 2001. SFAS No. 141 requires that all business combinations initiated after June 30, 2001 be accounted for using the purchase method and that acquired intangible assets be disaggregated and reported separately from goodwill.
Specifically, the SECs inquiry was based on whether costs of contract-based drilling and mineral use rights (mineral rights) should be recorded and disclosed as intangible assets under the guidance in SFAS Nos. 141 and 142. The
current practice for us and the industry is to present oil and gas related assets, including mineral rights, as property and equipment (tangible assets) on the balance sheet. Subsequent to June 30, 2001, we entered into two business combinations and
in each instance the majority of the purchase price was allocated to oil and gas properties.



The FASB recently issued FASB Staff Position (FSP) 141-1 and 142-1 that clarifies that mineral rights are tangible assets and have further amended FAS 141 and FAS 142 accordingly. The FASB has also issued an
exposure draft of FSP FAS 142-b, Application of FAS 142 to Oil- and Gas-Producing Entities. The exposure draft states drilling and mineral rights of oil and gas producing



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entities are excluded from SFAS No. 142. FSP FAS 142-b is expected to be effective the first reporting period beginning after the date that it is finalized. If the
guidance in this FSP results in the reclassification of an asset, prior period amounts on the statements of financial position shall be reclassified. Early application of this guidance is permitted in periods for which financial statements have not
yet been issued.



Statement Regarding Forward-Looking Statements



This Quarterly Report on Form 10-Q includes forward-looking statements based on our
current expectations and projections about future events. Statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as will, would, should,
plans, likely, expects, anticipates, intends, believes, estimates, thinks, may, and similar expressions, are forward-looking statements.
These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking
statements. These factors include, among other things:



| |  |  | uncertainties inherent in the development and production of oil and gas and in estimating reserves;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | unexpected difficulties in integrating our operations as a result of any significant acquisitions, including the recent acquisition of Nuevo;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unexpected future capital expenditures (including the amount and nature thereof);
| | - |  | ---------------------------------------------------------------------------------



| |  |  | impact of oil and gas price fluctuations;
| | - |  | -----------------------------------------



| |  |  | the effects of our indebtedness, which could adversely restrict our ability to operate, could make us vulnerable to general adverse economic and industry conditions, could place us at a
competitive disadvantage compared to our competitors that have less debt, and could have other adverse consequences;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the effects of competition;
| | - |  | ---------------------------



| |  |  | the success of our risk management activities;
| | - |  | ----------------------------------------------



| |  |  | the availability (or lack thereof) of acquisition or combination opportunities;
| | - |  | -------------------------------------------------------------------------------



| |  |  | the impact of current and future laws and governmental regulations;
| | - |  | -------------------------------------------------------------------



| |  |  | environmental liabilities that are not covered by an effective indemnity or insurance, and
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | general economic, market, industry or business conditions.
| | - |  | ----------------------------------------------------------



All forward-looking statements in this report are made as of the date hereof, and you should not place undue certainty on these statements without also considering
the risks and uncertainties associated with these statements and our business that are discussed in this report. Moreover, although we believe the expectations reflected in the forward-looking statements are based upon reasonable assumptions, we can
give no assurance that we will attain these expectations or that any deviations will not be material. Except as required by applicable securities laws, we do not intend to update these forward-looking statements and information. See Items 1 &
2.Business and PropertiesRisk Factors in our Annual Report on Form 10-K for the year ended December 31, 2003 and Managements Discussion and Analysis of Financial Condition and Results of OperationsCritical
Accounting Policies and Factors That May Affect Future Results in this report for additional discussions of risks and uncertainties.



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Item 3Qualitative and Quantitative Disclosures About Market Risks



We actively manage our exposure to commodity price fluctuations by hedging portions of our oil and gas production through the use of derivative instruments. The
derivative instruments currently consist of oil and gas swaps, collars and option contracts entered into with financial institutions. We do not enter into derivative instruments for speculative trading purposes. Derivative instruments utilized to
manage commodity price risk are accounted for in accordance with SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, as amended. Under SFAS 133, all derivative instruments are recorded on the balance sheet at fair
value. If a derivative does not qualify as a hedge or is not designated as a hedge, the changes in fair value are recognized currently in our earnings as other income (expense). If a derivative is designated as a cash flow hedge and qualifies for
hedge accounting, the unrealized gain or loss on the derivative is deferred in accumulated Other Comprehensive Income (OCI), a component of Stockholders Equity until the sale of the hedged oil and gas production. Realized gains and
losses on derivative instruments that are designated as a hedge and qualify for hedge accounting are generally included in oil and gas revenues in the period the hedged volumes are sold. However, in the case of the derivatives acquired in connection
with our acquisitions of Nuevo and 3TEC, only changes in fair value subsequent to the acquisition date will be reflected in our oil and gas revenues (see discussion below).



To qualify for hedge accounting, the relationship between the hedging instrument and the hedged item must be highly effective in
achieving the offset of changes in cash flows attributable to the hedged risk both at the inception of the contract and on an ongoing basis. Hedge accounting is discontinued prospectively when a hedge instrument becomes ineffective. Gains and losses
deferred in OCI related to cash flow hedges for which hedge accounting has been discontinued remain unchanged until the related product has been delivered. If it is probable that a hedged forecasted transaction will not occur, deferred gains or
losses on the hedging instrument are recognized in earnings immediately.



We formally document all relationships between hedging instruments and hedged items, as well as our risk management objectives and strategy for undertaking the hedge. Hedge effectiveness is measured on a quarterly basis. This process
includes specific identification of the hedging instrument and the hedged item, the nature of the risk being hedged and the manner in which the hedging instruments effectiveness will be assessed. At the inception of the hedge and on an ongoing
basis, we assess whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.



We assumed certain liabilities related to open derivative positions in connection with the Nuevo acquisition. In accordance with SFAS 141 and supported by
Derivative Implementation Group, or DIG, issues related to SFAS 133 these derivative positions were recorded at fair value in the purchase price allocation as a liability of $132.5 million. The recognition of the derivative liability as do other
liabilities assumed in connection with the acquisition resulted in an increase in the total purchase price which is allocated to the assets acquired, including any goodwill. The amounts allocated to oil and gas properties will result in higher
DD&A expense to be charged to earnings over the life of our reserves. Because of this accounting treatment, only changes subsequent to the acquisition date in the fair value of the derivative positions assumed will result in adjustments to our
oil and gas revenues upon settlement. For example, if the fair value of the derivative positions assumed do not change then upon the sale of the underlying production and corresponding settlement of the derivative positions, cash would be paid to
the counterparties and there would be no reduction to oil and gas revenues related to the derivative positions. If, however, the actual sales price is different than the price assumed in the original fair value calculation the difference would be
reflected as either a decrease or increase in oil and gas revenues, depending upon whether the sales price was higher or lower, respectively, than the price assumed in the original fair value calculation.



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Pursuant to SFAS 149, Amendment of SFAS 133 on Derivative Instruments and Hedging Activities, the derivative
instruments assumed in connection with the Nuevo acquisition are deemed to contain a significant financing element and all cash flows associated with these positions are reported as a financing activity in the statement of cash flows.



Derivative Instruments Designated as Cash Flow Hedges.



During the three months and six months ended June 30, 2004, deferred losses of $24.7
million and $42.9 million, respectively, were reclassified from OCI and charged to income as a reduction of oil and gas revenues and steam gas costs and we recognized $0.1 million and $0.2 million, respectively, for ineffectiveness of derivatives
that qualify for hedge accounting. As of June 30, 2004, $85.7 million ($51.6 million, net of tax) of deferred net losses on derivative instruments recorded in OCI are expected to be reclassified to earnings during the next twelve-month period. The
amounts ultimately reclassified to earnings will vary due to changes in the fair value of the open derivative contracts prior to settlement.



At June 30, 2004, we had the following open commodity derivative positions designated as cash flow hedges:



|                         |  |             |  |                 |  |                 |  |                           |  |           
|------------------------ |  | ----------- |  | --------------- |  | --------------- |  | ------------------------- |  | ----------
|Period                   |  | Commodity   |  | Instrument Type |  | Daily Volumes   |  | Average Price             |  | Index     
|Sales of Production      |  |             |  |                 |  |                 |  |                           |  |           
|2004                     |  |             |  |                 |  |                 |  |                           |  |           
|3rd Quarter              |  | Crude oil   |  | Swap            |  | 38,300 /Barrels |  | $24.83                    |  | WTI       
|4th Quarter              |  | Crude oil   |  | Swap            |  | 39,500 /Barrels |  | $25.00                    |  | WTI       
|JulyDecember            |  | Natural gas |  | Swap            |  | 20,000 /MMBtu   |  | $4.45                     |  | Henry Hub 
|3rd Quarter              |  | Natural gas |  | Swap            |  | 10,500 /MMBtu   |  | $4.50                     |  | Waha Socal
|4th Quarter              |  | Natural gas |  | Swap            |  | 14,500 /MMBtu   |  | $4.64                     |  | Waha Socal
|JulyDecember            |  | Natural gas |  | Collar          |  | 10,000 /MMBtu   |  | $4.75 Floor$5.67 Ceiling |  | Henry Hub 
|2005                     |  |             |  |                 |  |                 |  |                           |  |           
|1st Quarter              |  | Crude oil   |  | Swap            |  | 35,000 /Barrels |  | $24.84                    |  | WTI       
|2nd Quarter              |  | Crude oil   |  | Swap            |  | 32,000 /Barrels |  | $24.74                    |  | WTI       
|3rd Quarter              |  | Crude oil   |  | Swap            |  | 22,000 /Barrels |  | $24.25                    |  | WTI       
|4th Quarter              |  | Crude oil   |  | Swap            |  | 22,000 /Barrels |  | $24.25                    |  | WTI       
|1st Quarter              |  | Natural gas |  | Swap            |  | 13,000 /MMBtu   |  | $4.75                     |  | Waha Socal
|2nd Quarter              |  | Natural gas |  | Swap            |  | 9,500 /MMBtu    |  | $4.66                     |  | Waha      
|3rd Quarter              |  | Natural gas |  | Swap            |  | 5,000 /MMBtu    |  | $4.40                     |  | Waha      
|4th Quarter              |  | Natural gas |  | Swap            |  | 5,000 /MMBtu    |  | $4.40                     |  | Waha      
|2006                     |  |             |  |                 |  |                 |  |                           |  |           
|JanuaryDecember         |  | Crude oil   |  | Swap            |  | 15,000 /Barrels |  | $25.28                    |  | WTI       
|Purchases of Natural Gas |  |             |  |                 |  |                 |  |                           |  |           
|2004                     |  |             |  |                 |  |                 |  |                           |  |           
|JulyDecember            |  | Natural gas |  | Swap            |  | 8,000 /MMBtu    |  | $3.91                     |  | Socal     
|2005                     |  |             |  |                 |  |                 |  |                           |  |           
|JanuaryDecember         |  | Natural gas |  | Swap            |  | 8,000 /MMBtu    |  | $3.85                     |  | Socal     



Location and quality
differentials attributable to our properties are not included in the foregoing prices. Because of the quality and location of our oil and gas production, these adjustments will affect our net price. We have locked in an average fixed price
differential to NYMEX of approximately $4.50 per barrel on approximately 16,000-17,000 barrels per day of production for 2004 under the terms of our crude oil sales contracts. In addition, substantially all of the crude oil production from the
California properties acquired from Nuevo is sold under a contract that provides for pricing based on a fixed percentage of the NYMEX crude oil price for each type of crude oil produced in California.



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Consequently, the actual price received for production from the properties acquired from Nuevo will vary with the production mix. The selling price for the crude oil
production sold under this contract is expected to result in a net realized price of approximately 82% of NYMEX for the remainder of 2004, therefore, each WTI barrel hedges 1.22 barrels of physical production sold under this contract. At
June 30, 2004 19,800 WTI barrels per day of production were designated as hedges of production under this sales contract.



We also have the following contracts for the purchase of natural gas:



|                         |  |             |  |                   |  |               |  |               |      |       |      
|------------------------ |  | ----------- |  | ----------------- |  | ------------- |  | ------------- | ---- | ----- | -----
|Period                   |  | Commodity   |  | Instrument Type   |  | Daily Volumes |  | Average Price |      | Index
|Purchases of Natural Gas |  |             |  |                   |  |               |  |               |      |       |      
|2004                     |  |             |  |                   |  |               |  |               |      |       |      
|JulyDecember            |  | Natural gas |  | Physical purchase |  | 10,000 /MMBtu |  | $             | 4.19 |       | Socal
|2005                     |  |             |  |                   |  |               |  |               |      |       |      
|JanuaryDecember         |  | Natural gas |  | Physical purchase |  | 10,000 /MMBtu |  | $             | 4.19 |       | Socal



Derivative Instruments Not Designated as
Hedging Instruments.



Certain of the collars assumed in connection
with the acquisitions of 3TEC and Nuevo do not qualify for hedge accounting because the derivatives were out of the money at the acquisition date. In addition, the three-way collars assumed in connection with the Nuevo acquisition do not qualify for
hedge accounting. These positions are marked-to-market with changes in fair value recognized currently as a derivative gain/loss. During the three months and six months ended June 30, 2004 we recognized a gain of $0.4 million and a loss of $1.2
million, respectively, from derivatives that do not qualify for hedge accounting.



At June 30, 2004, we had the following open commodity derivative positions that were not designated as hedging instruments:



|                    |  |             |  |                  |  |                 |  |                             |  |          
|------------------- |  | ----------- |  | ---------------- |  | --------------- |  | --------------------------- |  | ---------
|Period              |  | Commodity   |  | Instrument Type  |  | Daily Volumes   |  | Average Price               |  | Index    
|Sales of Production |  |             |  |                  |  |                 |  |                             |  |          
|2004                |  |             |  |                  |  |                 |  |                             |  |          
|JulyDecember       |  | Crude oil   |  | Three Way Collar |  | 8,000 /Barrels  |  | $19.28$24.00$31.00        |  | WTI      
|JulyDecember       |  | Natural gas |  | Collar           |  | 20,000 /MMBtu   |  | $4.00 Floor$5.15 Ceiling   |  | Henry Hub
|2005                |  |             |  |                  |  |                 |  |                             |  |          
|1st Quarter         |  | Crude oil   |  | Collar           |  | 4,300 /Barrels  |  | $27.00 Floor$31.75 Ceiling |  | WTI      
|2nd Quarter         |  | Crude oil   |  | Collar           |  | 6,800 /Barrels  |  | $27.00 Floor$30.40 Ceiling |  | WTI      
|3rd Quarter         |  | Crude oil   |  | Collar           |  | 14,400 /Barrels |  | $26.00 Floor$30.03 Ceiling |  | WTI      
|4th Quarter         |  | Crude oil   |  | Collar           |  | 14,000 /Barrels |  | $26.00 Floor$29.33 Ceiling |  | WTI      



The fair value of outstanding
crude oil and natural gas commodity derivative instruments and the change in fair value that would be expected from a 10% price decrease are shown in the table below (in millions):



|                            |  |           |        |      |                            |   |           |  |   |                            |   |  |   |     
|--------------------------- |  | --------- | ------ | ---- | -------------------------- | - | --------- |  | - | -------------------------- | - |  | - | ----
|                            |  | June 30, 
|                            |  | 2004      |        | 2003
|                            |  | FairValue |        |      | Effect of 10%PriceDecrease |   | FairValue |  |   | Effect of 10%PriceDecrease
|Swaps and options contracts |  | $         | (271.0 | )    |                            | $ | 100.0     |  | $ | (47.6                      | ) |  | $ | 44.0



The fair value of the swaps and
option contracts are estimated based on quoted prices from independent reporting services compared to the contract price of the agreement, and approximate the gain or loss that would have been realized if the contracts had been closed out at period
end. All hedge positions offset physical positions exposed to the cash market. None of these offsetting physical positions are included in the above table. Price risk sensitivities were calculated by assuming an



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across-the-board 10% decrease in price regardless of term or historical relationships between the contractual price of the instruments and the underlying commodity
price. In the event of an actual 10% change in prompt month prices, the fair value of our derivative portfolio would typically change less than that shown in the table due to lower volatility in out-month prices.



The contract counterparties for our derivative commodity contracts are all major
financial institutions with Standard & Poors ratings of A or better. Six of the financial institutions are participating lenders in our revolving credit facility, with one counterparty holding contracts that represent approximately 31% of
the fair value of all open positions as of June 30, 2004.



Our management
intends to continue to maintain hedging arrangements for a portion of our production. These contracts may expose us to the risk of financial loss in certain circumstances. Our hedging arrangements provide us protection on the hedged volumes if
prices decline below the prices at which these hedges are set, but ceiling prices in our hedges may cause us to receive less revenues on the hedged volumes than we would receive in the absence of hedges.



Interest rate risk.    Our credit facility is sensitive to
market fluctuations in interest rates. We use interest rate swaps to hedge underlying debt obligations. These instruments hedge specific debt issuances and qualify for hedge accounting. The interest rate differential is reflected as an adjustment to
interest expense over the life of the instruments. We have entered into an interest rate swap for an aggregate notional principal amount of $7.5 million that fixes the interest rate on that amount of borrowing under our credit facility at 3.9% plus
the LIBOR margin set forth in our credit facility. The swap expires in October 2004.



Item 4Controls and Procedures



Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer), we evaluated the
effectiveness of our disclosure controls and procedures (as defined under Rule 13a-14(c) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on this evaluation, our Chief Executive Officer and our Chief
Financial Officer concluded that our disclosure controls and procedures as of June 30, 2004 are effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SECs rules and forms.



During our fiscal quarter ended June 30, 2004, there was no significant change in our internal control over financial reporting that has materially affected or is reasonably likely to materially affect our internal control over
financial reporting.



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PART II. OTHER INFORMATION



Item 1Legal
Proceedings



We are a defendant in various
lawsuits arising in the ordinary course of our business. While the outcome of these lawsuits cannot be predicted with certainty and could have a material adverse effect on our financial position, we do not believe that the outcome of these legal
proceedings, individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.



Item 2Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities



|(a) |  | The indenture for our 8.75% Senior Subordinated Notes due 2012 was modified effective June 18, 2004 with the consent of more than 66% of the holders of the Notes. The Amended and Restated
Indenture modified or eliminated certain covenants and related provisions to enhance the operating and financial flexibility of the Company. The modifications, among other things,
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase the amount of additional indebtedness the Company can incur;
| | - |  | ---------------------------------------------------------------------



| |  |  | increase the amount of restricted payments the Company may make and added or modified certain exceptions to restricted payments;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide that certain additional covenants (debt incurrence test for mergers and acquisitions and limitation on affiliate transactions) will fall away when the notes become rated investment
grade;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | increase the amount of permitted investments that the Company may make;
| | - |  | -----------------------------------------------------------------------



| |  |  | permit the Company to create certain liens in the ordinary course of business; and
| | - |  | ----------------------------------------------------------------------------------



| |  |  | provide greater flexibility to the Company with respect to asset dispositions.
| | - |  | ------------------------------------------------------------------------------



(b) (c) (d) and (e) Not applicable.



Item 4Submission of Matters to a Vote of Securities Holders



The following items were presented for approval to stockholders of record on April 12, 2004 at the Companys 2004 annual meeting of stockholders, held on May
14, 2004 in Houston, Texas:



|      |  |                                                                                                                                                                                      |  |            |  |           |  |                     
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ---------- |  | --------- |  | --------------------
|      |  |                                                                                                                                                                                      |  | For        |  | Against   |  | Abstained orWithheld
|(i)   |  | Issuance of PXP common stock as a result of the merger with Nuevo Energy Company:                                                                                                    |  | 28,195,400 |  | 63,661    |  | 7,518               
|(ii)  |  | Approval of amendment to certificate of incorporation to increase number of authorized common shares from 100,000,000 to 150,000,000                                                 |  | 28,100,143 |  | 158,423   |  | 8,013               
|(iii) |  | Approval of 2004 Stock Incentive Plan:                                                                                                                                               |  | 25,322,229 |  | 2,751,557 |  | 192,792             
|(iv)  |  | Election of Directors:                                                                                                                                                               |  |            |  |           |  |                     
|      |  |                                                                                                                                                                                      |  |           
|      |  | James C. Flores                                                                                                                                                                      |  | 34,576,022 |  |          |  | 716,627             
|      |  | Alan R. Buckwalter, III                                                                                                                                                              |  | 34,665,261 |  |          |  | 627,388             
|      |  | Jerry L. Dees                                                                                                                                                                        |  | 34,665,706 |  |          |  | 626,943             
|      |  | Tom H. Delimitros                                                                                                                                                                    |  | 34,665,703 |  |          |  | 626,946             
|      |  | John H. Lollar                                                                                                                                                                       |  | 34,664,675 |  |          |  | 627,974             
|      |  |                                                                                                                                                                                      |  |           
|(v)   |  | Ratification of PricewaterhouseCoopers LLP, independent certified public accountants, as auditors of the Companys financial statements for the fiscal year ended December 31, 2004: |  | 35,101,498 |  | 184,562   |  | 6,590               



Of the 40,454,891 shares of
common stock issued and outstanding on April 12, 2004, 35,292,650 were present, either in person or by proxy.



44



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##### Table of Contents

Item 6Exhibits and Reports on Form 8-K



|(a) |  | Exhibits
|--- |  | --------



|      |  |                                                                                                                                                                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|3.1*  |  | Certificate of Amendment to the Certificate of Incorporation of Plains Exploration & Production Company dated May 14, 2004.                                                                                                                                                                                                    
|      | 
|4.1*  |  | Amended and Restated Indenture, dated as of June 18, 2004, among Plains Exploration & Production Company, Plains E&P Company, the Subsidiary Guarantor Parties Thereto, and J.P. Morgan Chase
Bank, as Trustee.                                                                                                                
|      | 
|4.2*  |  | Second Supplemental Indenture, dated as of June 30, 2004, among Plains Exploration & Production Company, Plains E&P Company, the Subsidiary Guarantor Parties Thereto, and J.P. Morgan Chase
Bank, as Trustee.                                                                                                                 
|      | 
|4.3   |  | Plains Exploration & Production Company 2004 Stock Incentive Plan (incorporated by reference to Annex B to Plains Exploration & Production Company Amendment No. 1 to Form S-4 filed on April 12,
2004).                                                                                                                       
|      | 
|10.1* |  | First Amendment to Credit Agreement dated April 4, 2003, dated as of August 8, 2003 to be effective as of April 4, 2003, among, Plains Exploration & Production Company, each of the subsidiary
guarantor parties thereto, each of the lenders that is a signatory thereto, and J.P. Morgan Chase Bank as administrative agent.
|      | 
|10.2* |  | Second Amendment to Credit Agreement dated April 4, 2003, dated as of May 14, 2004, among, Plains Exploration & Production Company, each of the subsidiary guarantor parties thereto, each of the
lenders that is a signatory thereto, and J.P. Morgan Chase Bank as administrative agent.                                     
|      | 
|10.3* |  | Plains Exploration & Production Company Form of Employment Agreement, Chief Executive Officer.                                                                                                                                                                                                                                 
|      | 
|10.4* |  | Plains Exploration & Production Company Form of Employment Agreement, Executive Officer.                                                                                                                                                                                                                                       
|      | 
|10.5* |  | Plains Exploration & Production Company 2004 Stock Incentive Plan, Form of Restricted Stock Unit Agreement.                                                                                                                                                                                                                    
|      | 
|10.6  |  | Nuevo Energy Company 1990 Stock Option Plan (incorporated by reference to Exhibit 10.8 to Nuevo Energy Company Form S-1 dated July 13, 1992).                                                                                                                                                                                  
|      | 
|10.7  |  | Nuevo Energy Company 1993 Stock Incentive Plan (incorporated by reference to Exhibit 4.2 to Nuevo Energy Company Form S-8 (No. 333-210630) filed on February 4, 1997).                                                                                                                                                         
|      | 
|10.8  |  | Nuevo Energy Company 1999 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Nuevo Energy Company Form S-8 (No. 333-87899) filed on September 28, 1999).                                                                                                                                                       
|      | 
|10.9  |  | Amendment to Nuevo Energy Company 1999 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Nuevo Energy Company Form S-8 filed on October 21, 2001).                                                                                                                                                            
|      | 
|10.10 |  | Nuevo Energy Company 2001 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to Nuevo Energy Company Form S-8 filed on October 21, 2001).                                                                                                                                                                         
|      | 
|31.1* |  | Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                
|      | 
|31.2* |  | Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                
|      | 
|32.1* |  | Chief Executive Officer Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 
|      | 
|32.2* |  | Chief Financial Officer Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                 

---

|* |  | Filed herewith
|- |  | --------------



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##### Table of Contents

(b) Reports on Form 8-K



|               |  |        
|-------------- |  | -------
|Date           |  | Item(s)
|April 13, 2004 |  | 7      
|April 16, 2004 |  | 5, 7   
|April 20, 2004 |  | 9      
|May 6, 2004    |  | 5, 7   
|May 14, 2004   |  | 5, 7   
|May 17, 2004   |  | 5, 7   
|May 18, 2004   |  | 5, 7   
|May 27, 2004   |  | 9, 12  
|May 28, 2004   |  | 2, 7   
|May 28, 2004   |  | 5, 7   
|June 7, 2004   |  | 5, 7   
|June 14, 2004  |  | 5, 7   
|June 14, 2004  |  | 2, 7   
|June 15, 2004  |  | 5, 7   
|June 17, 2004  |  | 5, 7   
|June 21, 2004  |  | 5, 7   



Items 3 & 5 are not applicable and have
been omitted.



46



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##### Table of Contents

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



|                     |  |                                          |  |                                                     
|-------------------- |  | ---------------------------------------- |  | ----------------------------------------------------
|                     |  | PLAINS EXPLORATION & PRODUCTION COMPANY.
|                     |  |                                         
|Date: August 5, 2004 |  | By:                                      |  | /s/    STEPHEN A. THORINGTON                        
|                     |  |                                          |  | Stephen A. Thorington                               
|                     |  |                                          |  | Executive Vice President and Chief Financial Officer
|                     |  |                                          |  | (Principal Financial Officer)                       



47