UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q/A

Amendment No. 1

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

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

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)

(713) 579-6000

(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 has submitted electronically and posted on its corporate website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x    No  ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a
smaller reporting company. See definition of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                             
|----------------------- |  | ------------------------------------------------ |  | ----------------------------
|Large accelerated filer |  | x                                                |  | Accelerated filer   ̈        
|                        |  |                                                 
|Non-accelerated filer   |  |  ̈  (Do not check if a
smaller reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).   Yes  ̈    Nox

141.0 million shares of Common Stock, $0.01 par value, issued and outstanding at July 29, 2011.









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EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A, or the Amendment, amends the Quarterly Report on Form 10-Q of Plains Exploration & Production Company, or PXP, for the quarter ended
June 30, 2011, or the Original Filing, that was originally filed with the U.S. Securities and Exchange Commission, or the SEC, on August 4, 2011. The Amendment is being filed to submit an updated Exhibit 10.1  Crude Oil Purchase
Agreement by and between PXP and ConocoPhillips Company, dated as of January 1, 2012, portions of which exhibit have been omitted based upon a request for confidential treatment.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way.
The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original
Filing, as well as PXPs other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as amended, subsequent to the filing of the Original Filing.



1



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ITEM 6  Exhibits



|            |  |                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|4.1         |  | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 4, 2011, among Plains Exploration & Production Company, as borrower, each of the lenders that
is a signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed May 5, 2011, File No. 1-31470).
|            | 
|10.1**#     |  | Crude Oil Purchase Agreement dated January 1, 2012, between Plains Exploration & Production Company and ConocoPhillips Company.                                                                                                                                                                                                                                                   
|            | 
|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.                                                                                                                                                                                                                                    
|            | 
|101.INS*    |  | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                            
|            | 
|101.SCH*    |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                           
|            | 
|101.CAL*    |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                             
|            | 
|101.LAB*    |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                                   
|            | 
|101.PRE*    |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                            
|            | 
|101.DEF*    |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                              



|* | Filed with PXPs Form 10-Q as filed on August 4, 2011
|- | -----------------------------------------------------

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

|# | Pursuant to a request for confidential treatment, portions of this exhibit have been redacted from the publicly filed document and have been furnished
separately to the SEC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



2



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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: September 22, 2011 |  |                                         |  |                                                     
|                         |  | By:                                     |  | /s/ Winston M. Talbert                              
|                         |  |                                         |  | Winston M. Talbert                                  
|                         |  |                                         |  | Executive Vice President and Chief Financial Officer
|                         |  |                                         |  | (Principal Financial Officer)                       



3



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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                       
|            | 
|4.1         |  | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of May 4, 2011, among Plains Exploration & Production Company, as borrower, each of the lenders that
is a signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed May 5, 2011, File No. 1-31470).
|            | 
|10.1**#     |  | Crude Oil Purchase Agreement dated January 1, 2012, between Plains Exploration & Production Company and ConocoPhillips Company.                                                                                                                                                                                                                                                   
|            | 
|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.                                                                                                                                                                                                                                    
|            | 
|101.INS*    |  | XBRL Instance Document                                                                                                                                                                                                                                                                                                                                                            
|            | 
|101.SCH*    |  | XBRL Taxonomy Extension Schema Document                                                                                                                                                                                                                                                                                                                                           
|            | 
|101.CAL*    |  | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                                                                                                                                                                                                                                                             
|            | 
|101.LAB*    |  | XBRL Taxonomy Extension Label Linkbase Document                                                                                                                                                                                                                                                                                                                                   
|            | 
|101.PRE*    |  | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                                                                                                                                                                                                                                                            
|            | 
|101.DEF*    |  | XBRL Taxonomy Extension Definition Linkbase Document                                                                                                                                                                                                                                                                                                                              



|* | Filed with PXPs Form 10-Q as filed on August 4, 2011
|- | -----------------------------------------------------

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

|# | Pursuant to a request for confidential treatment, portions of this exhibit have been redacted from the publicly filed document and have been furnished
separately to the SEC.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



4