- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)

Filed pursuant to Rule 433
Registration No. 333-165263
March 24, 2010

Pricing Term Sheet

Relating to Preliminary Prospectus Supplement Dated March 24, 2010 of

Plains Exploration & Production Company

This term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement referenced above. The information in this term sheet supplements the Preliminary Prospectus Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan at (800) 245-8812, Barclays Capital at (888) 603-5847, BMO Capital Markets at (212) 702-1185, BofA Merrill Lynch at (800) 294-1322, Citi at (800) 831-9146 or Wells Fargo Securities at (704) 715-7035.


Issuer:			Plains Exploration & Production Company
Security Description:			Senior Notes
Distribution:			SEC Registered
Face:			$300,000,000
Gross Proceeds:			$300,000,000
Net Proceeds (Before Expenses):			$294,750,000
Coupon:			7.625%
Maturity:			April 1, 2020
Offering Price:			100%
Yield to Maturity:			7.625%
Spread to Treasury:			+ 379 basis points
Benchmark:			UST 3.625% due 2/15/2020
Interest Pay Dates:			April 1 and October 1
Beginning:			October 1, 2010
Equity Clawback:			Up to 35% at 107.625%
Until:			April 1, 2013
Optional Redemption:			Makewhole call @ T+50 bps prior to April 1, 2015, then:

			On or after:	Price:

			April 1, 2015	103.813	%
			April 1, 2016	102.542	%
			April 1, 2017	101.271	%
			April 1, 2018 and thereafter	100.000	%
Change of Control:			Put @ 101% of principal plus accrued interest
Trade Date:			March 24, 2010
Settlement Date:	(T+3	)	March 29, 2009
CUSIP:			726505AJ9
ISIN:			US726505AJ90
Denominations:			2,000 x 1,000
Bookrunners:			J.P. Morgan Barclays Capital BMO Capital Markets BofA Merrill Lynch Citi Wells Fargo Securities
Co-Managers:			BNP PARIBAS RBS Scotia Capital TD Securities

*	Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

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Capitalization

The following table sets forth our capitalization and cash balance as of December 31, 2009:

•

on a consolidated historical basis; and

•

as adjusted to reflect the issuance and sale of $300 million in aggregate principal amount of senior notes in this offering and the application of the estimated net proceeds thereof as described in the preliminary prospectus supplement.

You should read our historical financial statements and notes that are incorporated by reference into the prospectus supplement.


	December 31, 2009
(Dollars in thousands)	Historical		As adjusted for this offering
Cash and cash equivalents	$	1,859	$	66,023

Long-term debt:
Senior revolving credit facility(1)		230,000		—
7 ³ / 4 % senior notes due 2015		600,000		600,000
10% senior notes due 2016(2)		526,222		526,222
7% senior notes due 2017		500,000		500,000
7 ⁵ / 8 % senior notes due 2018		400,000		400,000
8 ⁵ / 8 % senior notes due 2019(3)		393,467		393,467
New senior notes offered hereby		—		300,000

Total long-term debt		2,649,689		2,719,689
Stockholders’ equity		3,198,981		3,198,981

Total capitalization	$	5,848,670	$	5,918,670

(1)

As of December 31, 2009, we had a borrowing base under our senior revolving credit facility of $1.22 billion, of which $989 million was available. The borrowing base will be reduced to $1.13 billion as a result of this offering.

(2)

The balance is reflected net of unamortized discount of $38.8 million.

(3)

The balance is reflected net of unamortized discount of $6.5 million.

Ranking

As of December 31, 2009, on an as adjusted basis after giving effect to the issuance and sale of the notes and the application of the net proceeds thereof as set forth under “Use of proceeds” in the preliminary prospectus supplement, we would have had total indebtedness of approximately $2.8 billion (excluding approximately $1.2 million in outstanding letters of credit), none of which would have been secured, and we would have had approximately $1.13 billion in additional borrowing capacity under our senior revolving credit facility, which if borrowed would be secured debt effectively senior in right of payment to the notes to the extent of the value of the collateral securing that indebtedness. As of December 31, 2009, on an as adjusted basis after giving effect to the issuance and sale of the notes and the application of the net proceeds thereof as set forth under “Use of proceeds” in the preliminary prospectus supplement, the subsidiary guarantors, which also guarantee our senior revolving credit facility, would have had approximately $2.8 billion in total combined consolidated indebtedness outstanding, none of which would have been secured.

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