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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-K/A



Amendment

No. 1



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

SECURITIES EXCHANGE ACT OF 1934



For the fiscal year
ended December 31, 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)



(713) 579-6000

(Registrants telephone number,
including area code)



Securities registered pursuant to Section
12(b) of the Act:



|                                        |  |                                          
|--------------------------------------- |  | -----------------------------------------
|Title of each class                     |  | Name of each exchange on which registered
|Common Stock, par value $0.01 per share |  | New York Stock Exchange                  



Securities registered
pursuant to Section 12(g) of the Act: none



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.  Yesx    No  ̈



Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.   ̈



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



On April 20, 2005, there were approximately 77.3 million shares of the registrants Common Stock outstanding. The aggregate market value of the Common Stock
held by non-affiliates of the registrant (treating all executive officers and directors of the registrant, for this purpose, as if they may be affiliates of the registrant) was approximately $1.36 billion on June 30, 2004 (based on $18.35 per share,
the last sale price of the Common Stock as reported on the New York Stock Exchange on such date).



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PLAINS EXPLORATION & PRODUCTION COMPANY

AMENDMENT NO. 1 TO 2004 ANNUAL REPORT ON FORM 10-K/A



Explanatory Note



This
Amendment No. 1 to annual report on Form 10-K/A (Form 10-K/A) is being filed to amend the Companys annual report on Form 10-K for the year ended December 31, 2004, which was originally filed with the SEC on March 16, 2005
(Original Form 10-K). Accordingly, pursuant to rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Form 10-K/A contains the complete text of item 9A of Part II, as amended, as well as currently dated certifications.
Unaffected items have not been repeated in this Amendment No. 1.



We are
filing this Form 10-K/A for the purpose of amending the disclosure contained in Item 9A of Part II, Controls and Procedures.



This amendment does not reflect events occurring after the filing of the Original Form 10-K, and does not modify or update the disclosures therein in any way
other than as required to reflect the amendments as described above and set forth below.



STATEMENT REGARDING FORWARD-LOOKING STATEMENTS



This
Annual Report on Form 10-K 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, including the impact on our earnings as a result of our derivative positions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | 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.
| | - |  | ----------------------------------------------------------



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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 and Item 7.Managements Discussion and Analysis of Financial Condition and Results of
OperationsCritical Accounting Policies and Factors That May Affect Future Results in our Annual Report on Form 10-K for the year ended December 31, 2004 for additional discussions of risks and uncertainties.



Table of Contents



|         |  |                                                                 |  |  
|-------- |  | --------------------------------------------------------------- |  | -
|         |  | Part II                                                         |  |  
|         |  |                                                                
|Item 9A. |  | Controls and Procedures                                         |  | 1
|         |  |                                                                
|         |  | Part IV                                                         |  |  
|         |  |                                                                
|Item 15. |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K |  | 3



PART II



Item 9A.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 Rules 13a-15(e) and 15d-15(e) to
the Securities Exchange Act of 1934, as amended (the Exchange Act)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer believe that the disclosure controls and procedures as of December 31, 2004 were
effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and
(ii) accumulated and communicated to management, including our principal executive and financial officers, as appropriate to allow timely decisions regarding required disclosure.



Managements Annual Report on Internal Control Over Financial Reporting



Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control
over financial reporting is a process designed by, or under the supervision of, the Companys principal executive and principal financial officers and implemented by the Companys board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the
Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Companys assets that could have a material effect on the financial statements. Because of its
inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



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Under the supervision and with the participation of our management, including our principal executive officer and
principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal ControlIntegratedFramework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2004. Our managements assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.



Changes in Internal Control



There were no changes in our internal control over financial reporting during the quarter ended December 31, 2004 that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART IV



Item 15.Exhibits, Financial Statement Schedules and Reports on Form 8-K



(a) (3) Exhibits



|              |   |  |                                                                                                                                                                                                                                                                                                                                                        
|------------- | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |   |  | Description                                                                                                                                                                                                                                                                                                                                            
|              |  
|3.1           |   |  | Certificate of Incorporation of Plains Exploration & Production Company (incorporated by reference to Exhibit 3.1 to the Companys Amendment No. 2 to Registration Statement on Form S-1 (file
no. 333-90974) filed on October 3, 2002 (the Amendment No. 2 to Form S-1)).                                                                           
|              |  
|3.2           |   |  | Certificate of Amendment to the Certificate of Incorporation of Plains Exploration & Production Company dated May 14, 2004 (incorporated by reference to Exhibit 3.1 to the Companys Form
10-Q for the period ending June 30, 2004 (the June 30, 2004 10-Q))                                                                                        
|              |  
|3.3           |   |  | Bylaws of Plains Exploration & Production Company (incorporated by reference to Exhibit 3.2 to the Amendment No. 2 to Form S-1).                                                                                                                                                                                                                       
|              |  
|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 (including form of 83⁄4% Senior Subordinated Note) (incorporated by reference to Exhibit 4.1 to the June 30, 2004 10-Q).                  
|              |  
|4.2           |   |  | Second Supplemental Indenture to Amended and Restated Indenture dated as of June 18, 2004, 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 (incorporated by reference to Exhibit 4.2 to the June 30, 2004 10-Q).        
|              |  
|4.3           | * |  | Third Supplemental Indenture to Amended and Restated Indenture dated as of June 18, 2004, dated as of December 30, 2004, among Plains Exploration & Production Company, the Subsidiary Guarantor
Parties thereto, Plains Louisiana Inc., PXP Louisiana L.L.C. and J.P. Morgan Chase Bank, as Trustee.                                                  
|              |  
|4.4           |   |  | Indenture dated as of June 30, 2004, among Plains Exploration & Production Company, the Subsidiary Guarantor Parties thereto, and Wells Fargo Bank, N.A., as Trustee (including form of 71/8% Senior Note) (incorporated by reference to Exhibit 4.1 to the Companys Form S-4 (file no. 333-118350) filed on
August 18, 2004 (the August 2004 S-4)).



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|              |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------- | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |   |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|              |  
|4.5           | * |  | First Supplemental Indenture to Indenture dated as of June 30, 2004, dated as of December 30, 2004, among Plains Exploration & Production Company, Plains Louisiana Inc., PXP Louisiana L.L.C.,
and Wells Fargo Bank, N.A., as Trustee.                                                                                                                                                                                                                                   
|              |  
|10.1          |   |  | Second Amended and Restated Tax Allocation Agreement dated November 20, 2002 between Plains Exploration & Production Company and Plains Resources Inc. (incorporated by reference to Exhibit 10.4 to
the Companys Amendment No. 1 to Form 10-12/B filed on November 21, 2002 (the Amendment No. 1 to Form 10)).                                                                                                                                                        
|              |  
|10.2          |   |  | Credit Agreement dated as of April 4, 2003 among Plains Exploration & Production Company, as Borrower, JPMorgan Chase Bank, as Administrative Agent, Bank One, NA (Main Office Chicago) and Bank of
Montreal, as Syndication Agents, BNP Paribas and the Bank of Nova Scotia, as Documentation Agents, and the Lenders party thereto (incorporated by reference to Exhibit 10.13 to the Companys Amendment No. 2 to Form S-4 (file no. 333-103149)
filed on May 1, 2003).
|              |  
|10.3          |   |  | First Amendment to Credit Agreement, 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 party thereto, and J.P. Morgan Chase Bank as administrative agent (incorporated by reference to Exhibit 10.1 to the June 30, 2004 10-Q).                                                                                                       
|              |  
|10.4          |   |  | Second Amendment to Credit Agreement dated as of May 14, 2004, among, Plains Exploration & Production Company, each of the subsidiary guarantor parties thereto, each of the lenders party thereto,
and J.P. Morgan Chase Bank as administrative agent (incorporated by reference to Exhibit 10.2 to the June 30, 2004 10-Q).                                                                                                                                             
|              |  
|10.5          |   |  | Third Amendment to Credit Agreement, dated as of May 28, 2004, 2004, among Plains Exploration & Production Company, each of the subsidiary guarantor parties thereto, each of the lenders party
thereto, and J.P. Morgan Chase Bank as administrative agent (incorporated by reference to Exhibit 10.13 to the August 2004 S-4).                                                                                                                                          
|              |  
|10.6          |   |  | Fourth Amendment to Credit Agreement, dated effective as of September 30 2004, among Plains Exploration & Production Company, each of the subsidiary guarantor parties thereto, each of the lenders
party thereto, and J.P. Morgan Chase Bank as administrative agent (incorporated by reference to Exhibit 10.1 to the Companys Form 10-Q for the period ending September 30, 2004 (the September 30, 2004 10-Q)).                                                    
|              |  
|10.7          | * |  | Crude Oil Marketing Agreement, dated as of July 15, 2004, among Plains Exploration & Production Company, Arguello, Inc., PXP Gulf Coast Inc., and Plains Marketing, L.P.                                                                                                                                                                                                                                                                                                  
|              |  
|10.8          |   |  | First Amendment to Crude Oil Marketing Agreement, dated as of October 19, 2004, among Plains Exploration & Production Company, Arguello, Inc., PXP Gulf Coast Inc., (Sellers) and Plains
Marketing, L.P. (Buyer) (incorporated by reference to Exhibit 10.2 to the September 30, 2004 10-Q).                                                                                                                                                                          
|              |  
|10.9          |   |  | Crude Oil Purchase Agreement dated February 4, 2000 between Plains Exploration & Production Company (as successor to Nuevo Energy Company) and ConocoPhillips (as successor to Tosco Corporation)
(incorporated by reference to Exhibit 10.1 to Nuevo Energy Companys Current Report on Form 8-K filed February 23, 2000).                                                                                                                                               
|              |  
|10.10         |   |  | Plains Exploration & Production Company 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.21 to the Amendment No. 1 to Form 10).                                                                                                                                                                                                                                                                                                                         



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|              |    |  |                                                                                                                                                                                                                                      
|------------- | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |    |  | Description                                                                                                                                                                                                                          
|              |   
|10.11         |    |  | Form of Plains Restricted Stock Agreement under the 2002 Incentive Plan (incorporated by reference to Exhibit 10.19 to the Companys 2002 Form 10-K).                                                                                
|              |   
|10.12         |    |  | Form of Plains Stock Appreciation Rights Agreement under the 2002 Incentive Plan (incorporated by reference to Exhibit 10.18 to the Companys 2002 Form 10-K).                                                                       
|              |   
|10.13         |    |  | Form of Restricted Stock Unit Agreement under the 2002 Incentive Plan (incorporated by reference to Exhibit 10.33 to the Companys 2002 Form 10-K).                                                                                  
|              |   
|10.14         |    |  | First Amendment to the Plains Exploration & Production Company 2002 Stock Incentive Plan (incorporated by reference to Exhibit 10.32 to the Companys Amendment No. 1 to Form S-4 (file no.
333-103149) filed on March 27, 2003).    
|              |   
|10.15         |    |  | Plains Exploration & Production Company 2002 Transition Stock Incentive Plan (incorporated by reference to Exhibit 10.33 to the Amendment No. 1 to Form 10).                                                                         
|              |   
|10.16         |    |  | Plains Exploration & Production Company 2002 Rollover Stock Plan (incorporated by reference to Exhibit 10.34 to the Amendment No. 1 to Form 10).                                                                                     
|              |   
|10.17         |    |  | Plains Exploration & Production Company 2004 Stock Incentive Plan (incorporated by reference to Annex D to the Companys Amendment No. 1 to Form S-4 (file no. 333-113536) filed on April 12,
2004).                                 
|              |   
|10.18         |    |  | Form of Restricted Stock Unit Agreement under the 2004 Incentive Plan (incorporated by reference to Exhibit 10.5 to the June 30, 2004 10-Q).                                                                                         
|              |   
|10.19         | *  |  | Form of Restricted Stock Unit Agreement for Executive Retention Grant.                                                                                                                                                               
|              |   
|10.20         | *  |  | Employment Agreement, dated as of June 9, 2004, between Plains Exploration & Production Company and James C. Flores.                                                                                                                 
|              |   
|10.21         | *  |  | Employment Agreement, dated as of June 9, 2004, between Plains Exploration & Production Company and Stephen A. Thorington.                                                                                                           
|              |   
|10.22         | *  |  | Employment Agreement, dated as of June 9, 2004, between Plains Exploration & Production Company and John F. Wombwell.                                                                                                                
|              |   
|10.23         | *  |  | Employment Agreement dated as of June 9, 2004, between Plains Exploration & Production Company and Thomas M. Gladney.                                                                                                                
|              |   
|10.24         |    |  | Second Amended and Restated Tax Allocation Agreement dated November 20, 2002 between Plains Exploration & Production Company and Plains Resources Inc. (incorporated by reference to Exhibit 10.4 to
Amendment No. 1 to the Form 10).
|              |   
|21.1          | *  |  | List of Subsidiaries of Plains Exploration & Production Company.                                                                                                                                                                     
|              |   
|23.1          | *  |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                               
|              |   
|23.2          | *  |  | Consent of Netherland, Sewell & Associates, Inc.                                                                                                                                                                                     
|              |   
|23.3          | *  |  | Consent of Ryder Scott Company.                                                                                                                                                                                                      
|              |   
|31.1          | ** |  | Rule 13(a)-14(a)/15d-14(a) Certificate of the Chief Executive Officer.                                                                                                                                                               



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|              |    |  |                                                                       
|------------- | -- |  | ----------------------------------------------------------------------
|ExhibitNumber |    |  | Description                                                           
|              |   
|31.2          | ** |  | Rule 13(a)-14(a)/15d-14(a) Certificate of the Chief Financial Officer.
|              |   
|32.1          | ** |  | Section 1350 Certificate of the Chief Executive Officer.              
|              |   
|32.2          | ** |  | Section 1350 Certificate of the Chief Financial Officer.              

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|* | Previously filed with this Annual Report on Form 10-K for the year ended December 31, 2004.
|- | -------------------------------------------------------------------------------------------

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



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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: April 22, 2005 |  |  |  | By:                                     |  | /s/ STEPHEN A. THORINGTON                                                                                
|                     |  |  |  |                                         |  | Stephen A. Thorington, Executive Vice President and Chief Financial Officer (Principal Financial Officer)