**EXHIBIT 3.1**

**CERTIFICATE OF AMENDMENT**

**TO THE**

**CERTIFICATE OF INCORPORATION**

**OF**

**PLAINS EXPLORATION & PRODUCTION COMPANY**

 

Plains Exploration & Production Company (the ***“Corporation”***), a corporation duly organized and validly existing under theGeneral Corporation Law of the State of Delaware (the ***“DGCL”***), hereby files this Certificate of Amendment (this ***“Amendment”***) to the Certificate of Incorporation of the Corporation and hereby certifiesas follows: 

 

1. The name of the Corporation is PlainsExploration & Production Company. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 18, 2002. 

 

2. Article FOURTH of the Corporation’s Certificate of Incorporation is hereby amended and restated in its entirety toread as follows: 

 

“ARTICLE IV 

 

The total number of shares of capital stock that the Corporation isauthorized to issue is 155,000,000 shares, consisting of 150,000,000 shares of Common Stock, par value $0.01 per share (the ***“Common Stock”***), and 5,000,000 shares of Preferred Stock, par value $0.01 per share (the***“Preferred Stock”***). 

 

The shares ofPreferred Stock may be issued from time to time in one or more series. Apart from any other provisions in this Certificate of Incorporation authorizing the issuance of shares of Preferred Stock, the Board of Directors of the Corporation isauthorized to establish from time to time, by resolution or resolutions, the number of shares to be included in each series and to fix and alter the powers, preferences, and relative, participating, optional or other special rights, including votingrights, and qualifications, limitations or restrictions granted to and imposed upon any series thereof, and to fix the designation of any such series of Preferred Stock. 

 

The Board of Directors of the Corporation, within the limits and restrictions stated in any resolution or resolutions of theBoard of Directors of the Corporation originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to theoriginal issue of shares of that series. 

 

Subject to theprovisions of applicable law or of the Bylaws with respect to the closing of the transfer books or the fixing of a record date for the determination of stockholders entitled to vote, and except as otherwise provided by applicable law or by theresolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess the voting power for the election of directors and for all other purposes, with eachholder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in the name of such holder on the books of the Corporation.” 

3. This Amendment was duly adopted by the board of directors and the stockholders of the Corporation inaccordance with the provisions of Sections 141(f) and 242(b) of the DGCL. 

 

4. This Amendment shall become effective upon its filing in accordance with the provisions of Section 103(d) of the DGCL. 

 

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IN WITNESS WHEREOF, the Corporation has caused this Amendment to be executed by its duly authorizedofficer on May 14, 2004. 

 
PLAINS EXPLORATION & PRODUCTION