- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5
	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.
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