FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FLORES JAMES C 		2. Issuer Name and Ticker or Trading Symbol

PLAINS EXPLORATION & PRODUCTION CO [ PXP ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman of the Board
(Last)          (First)          (Middle)

700 MILAM, SUITE 3100 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/8/2012
(Street)

HOUSTON, TX 77002
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/8/2012     A    90000   (1) A $ 0   2945197   D  
 
Common Stock                  224   (2) I   By 401(k) plan  
Common Stock                  280000   (3) I   By limited partnership  
Common Stock                  200000   (4) I   Sable Management, L.P.  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Rights     (5) 2/8/2012     A      90000         (5)   (5) Common Stock   90000   (6) $ 0   90000   (6) D  
 

Explanation of Responses:
( 1)  Represents grant of restricted stock units that will vest over five years, with 22.5% vesting on each of March 31,2013, March 31, 2014 and March 31, 2015 and 16.25% vesting on each of March 31, 2016 and March 31, 2017.
( 2)  The information in this report is based on a plan statement dated as of December 31, 2011.
( 3)  By Flores, L.P., a limited partnership, controlled by reporting person as general partner.
( 4)  Reporting person is a limited partner and the managing member of a limited liability company that is general partner of Sable Management, L.P.
( 5)  Represents grant of cash-settled restricted stock units that will vest over three years, with 33.3% vesting on each of March 31, 2013, March 31, 2014 and March 31, 2015, each based on achievement of performance goals as set forth in the grant agreement.
( 6)  Such amount is subject to increase or decrase as set forth in the grant agreement.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FLORES JAMES C
700 MILAM
SUITE 3100
HOUSTON, TX 77002 		X
Chairman of the Board

Signatures
Deborah R. Anderson as Attorney-in-Fact for James C. Flores 2/10/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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