<PAGE>
    As filed with the Securities and Exchange Commission on JANUARY 21, 2003
                                                Registration No. 333- __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            -------------------------

                     PLAINS EXPLORATION & PRODUCTION COMPANY
             (Exact name of Registrant as specified in its charter)

               Delaware                                         33-0430755
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

      500 Dallas Street, Suite 700                                 77002
            Houston, Texas                                       (Zip Code)
(Address of Principal Executive Offices)

        Plains Exploration & Production Company 2002 Stock Incentive Plan
   Plains Exploration & Production Company 2002 Rollover Stock Incentive Plan
  Plains Exploration & Production Company 2002 Transition Stock Incentive Plan
                            (Full title of the plan)

                               Timothy T. Stephens
    Executive Vice President of Administration, Secretary and General Counsel
                     Plains Exploration & Production Company
                          500 Dallas Street, Suite 700
                              Houston, Texas 77002
                                 (713) 739-6700
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:
                            Michael E. Dillard, P.C.
                                Julien R. Smythe
                       Akin Gump Strauss Hauer & Feld LLP
                       1900 Pennzoil Place -- South Tower
                              711 Louisiana Street
                              Houston, Texas 77002
                                 (713) 220-5800

                             ----------------------
<TABLE>
<CAPTION>
                                         CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                          Amount to be      Proposed Maximum       Proposed Maximum       Amount of
         Title of Securities             Registered (1)    Offering Price Per     Aggregate Offering    Registration
           to be Registered                                     Share(2)               Price(2)              Fee
---------------------------------------------------------------------------------------------------------------------
<S>                                     <C>               <C>                   <C>                    <C>
Common Stock, par value $0.01               710,000           $ 9.935                   $7,053,850          $649
=====================================================================================================================
</TABLE>

 (1)   Issuable upon the exercise of options or awards available for grant under
       the Plains Exploration & Production Company 2002 Stock Incentive Plan
       (500,000 shares), 2002 Rollover Stock Incentive Plan (45,000 shares) and
       the 2002 Transition Stock Incentive Plan (165,000 shares). The number of
       shares of common stock registered hereby is subject to adjustment to
       prevent dilution resulting from stock splits, stock dividends or similar
       transactions.
(2)    Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and
       calculated on the basis of the average of the high and low sales prices
       of the common stock of the Registrant on January 15, 2003 as reported on
       the New York Stock Exchange.

                                       1

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of this
registration statement on Form S-8 will be sent or given to each participant in
the Plains Exploration & Production Company 2002 Stock Incentive Plan, 2002
Rollover Stock Incentive Plan, and the 2002 Transition Stock Incentive Plan as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirement of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents and information previously filed with the SEC are
incorporated by reference in this registration statement:

     .    General Form for Registration of Securities under Section 12(b) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
          Form 10 (File No. 001-31470) filed on November 8, 2002, as amended by
          the Registrant's Amendment No. 1 thereto filed on November 21, 2002,
          as further amended by the Registrant's Amendment No. 2 thereto filed
          on December 3, 2002, and as further amended by the Registrant's
          Amendment No. 3 thereto filed on December 6, 2002;

     .    The description of Registrant's common stock contained in the General
          Form for Registration of Securities under Section 12(b) of the
          Exchange Act on Form 10 (File No. 001-31470) filed on November 8,
          2002, as amended by the Registrant's Amendment No. 1 thereto filed on
          November 21, 2002, as further amended by the Registrant's Amendment
          No. 2 thereto filed on December 3, 2002, and as further amended by the
          Registrant's Amendment No. 3 thereto filed on December 6, 2002.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

                                       2

<PAGE>

     Our certificate of incorporation provides that we must indemnify to the
fullest extent authorized or permitted by law any person made, or threatened to
be made, a party to any action, suit or proceeding (whether civil, criminal or
otherwise) by reason of fact that he or she, or his or her testator or
intestate, is or was one of our directors or officers or by reason of the fact
that such director or officer, at our request, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity. The rights to indemnification set forth above are
not exclusive of any other rights to which such person may be entitled under any
statute, provision of our certificate of incorporation or bylaws, agreements,
vote of stockholders or disinterested directors or otherwise.

     Additionally, our bylaws provide for mandatory indemnification to at least
the extent specifically allowed by Section 145 of the Delaware General
Corporation Law (the "DGCL"). Our bylaws generally follow the language of
Section 145 of the DGCL, but in addition specify that any director, officer,
employee or agent may apply to any court of competent jurisdiction in the State
of Delaware for indemnification to the extent otherwise permissible under the
bylaws, notwithstanding any contrary determination denying indemnification made
by our board of directors, by independent legal counsel, or by the stockholders,
and notwithstanding the absence of any determination with respect to
indemnification. The bylaws also specify certain circumstances in which a
finding is required that the person seeking indemnification acted in good faith,
for purposes of determining whether indemnification is available. Under the
bylaws, a person shall be deemed to have acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to our best interests, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if his or her action is based
on our records or books of account or those of another enterprise, or on
information supplied to him or her by our officers or those of another
enterprise in the course of their duties, or on the advice of our legal counsel
or that of another enterprise or on information or records given or reports made
to us or another enterprise by an independent certified public accountant or by
an appraiser or other expert selected with reasonable care by us or another
enterprise.

     In addition, we have entered into employment agreements, both entered into
on September 19, 2002 and effective as of December 18, 2002, with James C.
Flores, our Chairman of the Board and Chief Executive Officer, and John T.
Raymond, our President and Chief Operating Officer. Pursuant to these
agreements, we have agreed to indemnify and hold Messrs. Flores and Raymond
harmless to the fullest extent permitted by law and our bylaws, during the term
of their respective employment and for six years thereafter, from any costs,
liabilities, losses or exposures incurred for their services as an employee,
officer and director. The agreements also provide that during the term of their
respective employment and for a period of six years thereafter, Messrs. Flores
and Raymond will be named as insureds under any policy that we obtain to insure
directors and officers against personal liability incurred in connection with
their service in such capacities.

     Pursuant to Section 145 of the DGCL, we generally have the power to
indemnify our current and former directors, officers, employees and agents
against expenses and liabilities that they incur in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, our best interests, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in our right, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to us unless the court
determines that indemnification is appropriate. The statute expressly provides
that the power to indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. We also have the power to purchase and maintain
insurance for such persons.

     The above discussion of our certificate of incorporation and bylaws and
Section 145 of the DGCL is not intended to be exhaustive and is qualified in its
entirety by each of those documents and that statute.

Item 7. Exemption from Registration Claimed

     Not applicable.

                                       3

<PAGE>

Item 8. Exhibits

4.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to
      the Company's Amendment No. 2 to Form S-1 filed on October 4, 2002).

4.2   Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
      Amendment No. 2 to Form S-1 filed on October 4, 2002).

4.3   Plains Exploration & Production Company 2002 Stock Incentive Plan
      (incorporated by reference to Exhibit 10.21 to the Company's Amendment
      No. 1 to Form 10 filed on November 21, 2002).

4.4   Plains Exploration & Production Company 2002 Transition Stock Incentive
      Plan (incorporated by reference to Exhibit 10.33 to the Company's
      Amendment No. 1 to Form 10 filed on November 21, 2002).

4.5   Plains Exploration & Production Company 2002 Rollover Stock Incentive Plan
      (incorporated by reference to Exhibit 10.34 to the Company's Amendment No.
      1 to Form 10 filed on November 21, 2002).

4.6   Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1
      to the Company's Amendment No. 2 to Form S-1 filed on October 4, 2002).

5.1*  Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1* Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion
      filed as Exhibit 5.1 to this registration statement).

23.2* Consent of PricewaterhouseCoopers LLP.

23.3* Consent of Netherland, Sewell & Associates, Inc.

23.4* Consent of Ryder Scott Company.

23.5* Consent of H.J. Gruy & Associates, Inc.

24.1* Power of Attorney (included on the signature page of this registration
      statement).

*    filed herewith

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed which the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the

                                       4

<PAGE>

          maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on January 21, 2003.

                           Plains Exploration & Production Company


                           By: /s/ JAMES C. FLORES
                               -----------------------------------------------
                               James C. Flores
                               Chairman of the Board and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James C. Flores and Timothy T. Stephens, and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated below on January 21, 2003.

<TABLE>
<CAPTION>
Signature                                                      Title
---------                                                      -----
<S>                                                            <C>

/s/  JAMES C. FLORES                                           Chairman of the Board and Chief Executive Officer
-----------------------------------------------------          (Principal Executive Officer)
James C. Flores



/s/ STEPHEN A. THORINGTON                                      Executive Vice President and Chief Financial Officer
-----------------------------------------------------          (Principal Financial Officer)
Stephen A. Thorington



/s/ CYNTHIA A. FEEBACK                                         Senior Vice President - Accounting & Treasurer
-----------------------------------------------------          (Controller or Principal Accounting Officer)
Cynthia A. Feeback


/s/ JERRY L. DEES                                              Director
-----------------------------------------------------
Jerry L. Dees

</TABLE>

                                       6

<PAGE>

<TABLE>
<CAPTION>
Signature                                                      Title
---------                                                      -----
<S>                                                            <C>

/s/ TOM H. DELIMITROS
-----------------------------------------------------          Director
Tom H. Delimitros


/s/ JOHN H. LOLLAR
-----------------------------------------------------          Director
John H. Lollar

</TABLE>





                                       7

<PAGE>


                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.    Description
<S>            <C>
4.1            Certificate of Incorporation (incorporated by reference to
               Exhibit 3.1 to the Company's Amendment No. 2 to Form S-1 filed on
               October 4, 2002).

4.2            Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
               Amendment No. 2 to Form S-1 filed on October 4, 2002).

4.3            Plains Exploration & Production Company 2002 Stock Incentive Plan
               (incorporated by reference to Exhibit 10.21 to the Company's
               Amendment No. 1 to Form 10 filed on November 21, 2002).

4.4            Plains Exploration & Production Company 2002 Transition Stock
               Incentive Plan (incorporated by reference to Exhibit 10.33 to the
               Company's Amendment No. 1 to Form 10 filed on November 21, 2002).

4.5            Plains Exploration & Production Company 2002 Rollover Stock
               Incentive Plan (incorporated by reference to Exhibit 10.34 to the
               Company's Amendment No. 1 to Form 10 filed on November 21, 2002).

4.6            Form of Common Stock Certificate (incorporated by reference to
               Exhibit 4.1 to the Company's Amendment No. 2 to Form S-1 filed on
               October 4, 2002).

5.1*           Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*          Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
               opinion filed as Exhibit 5.1 to this registration statement).

23.2*          Consent of PricewaterhouseCoopers LLP.

23.3*          Consent of Netherland, Sewell & Associates, Inc.

23.4*          Consent of Ryder Scott Company.

23.5*          Consent of H.J. Gruy & Associates, Inc.

24.1*          Power of Attorney (included on the signature page of this
               registration statement).
</TABLE>

*    filed herewith


                                       8
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 24440}]
{"company-data": {"conformed-name": "PLAINS EXPLORATION & PRODUCTION CO", "cik": "0000891456", "assigned-sic": "5172", "irs-number": "330430755", "state-of-incorporation": "CA"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102627", "film-number": "03519854"}, "business-address": {"street1": "500 DALLAS STREET", "street2": "SUITE 700", "city": "HOUSTON", "state": "TX", "zip": "77002", "phone": "7137396740"}, "mail-address": {"street1": "500 DALLAS STREET", "city": "HOUSTON", "state": "TX", "zip": "77002"}, "former-company": [{"former-conformed-name": "STOCKER RESOURCES LP", "date-changed": "19980130"}, {"former-conformed-name": "PLAINS EXPLORATION & PRODUCTION CO L P", "date-changed": "20020619"}]}
As filed with the Securities and Exchange Commission on JANUARY 21, 2003
                                                Registration No. 333- __________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                            -------------------------

                     PLAINS EXPLORATION & PRODUCTION COMPANY
             (Exact name of Registrant as specified in its charter)

               Delaware                                         33-0430755
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                         Identification Number)

      500 Dallas Street, Suite 700                                 77002
            Houston, Texas                                       (Zip Code)
(Address of Principal Executive Offices)

        Plains Exploration & Production Company 2002 Stock Incentive Plan
   Plains Exploration & Production Company 2002 Rollover Stock Incentive Plan
  Plains Exploration & Production Company 2002 Transition Stock Incentive Plan
                            (Full title of the plan)

                               Timothy T. Stephens
    Executive Vice President of Administration, Secretary and General Counsel
                     Plains Exploration & Production Company
                          500 Dallas Street, Suite 700
                              Houston, Texas 77002
                                 (713) 739-6700
                   (Name and address, including zip code, and
                     telephone number of agent for service)

                                    Copy to:
                            Michael E. Dillard, P.C.
                                Julien R. Smythe
                       Akin Gump Strauss Hauer & Feld LLP
                       1900 Pennzoil Place -- South Tower
                              711 Louisiana Street
                              Houston, Texas 77002
                                 (713) 220-5800

                             ----------------------
CALCULATION OF REGISTRATION FEE
=====================================================================================================================
                                          Amount to be      Proposed Maximum       Proposed Maximum       Amount of
         Title of Securities             Registered (1)    Offering Price Per     Aggregate Offering    Registration
           to be Registered                                     Share(2)               Price(2)              Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01               710,000           $ 9.935                   $7,053,850          $649
=====================================================================================================================
(1)   Issuable upon the exercise of options or awards available for grant under
       the Plains Exploration & Production Company 2002 Stock Incentive Plan
       (500,000 shares), 2002 Rollover Stock Incentive Plan (45,000 shares) and
       the 2002 Transition Stock Incentive Plan (165,000 shares). The number of
       shares of common stock registered hereby is subject to adjustment to
       prevent dilution resulting from stock splits, stock dividends or similar
       transactions.
(2)    Estimated solely for the purpose of computing the registration fee
       pursuant to Rule 457(h) under the Securities Act of 1933, as amended, and
       calculated on the basis of the average of the high and low sales prices
       of the common stock of the Registrant on January 15, 2003 as reported on
       the New York Stock Exchange.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The documents containing the information specified in Part I of this
registration statement on Form S-8 will be sent or given to each participant in
the Plains Exploration & Production Company 2002 Stock Incentive Plan, 2002
Rollover Stock Incentive Plan, and the 2002 Transition Stock Incentive Plan as
required by Rule 428(b)(1) promulgated under the Securities Act of 1933, as
amended (the "Securities Act"). Such documents need not be filed with the
Securities and Exchange Commission (the "SEC") either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424 promulgated under the Securities Act. These documents and the documents
incorporated by reference in this registration statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirement of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents and information previously filed with the SEC are
incorporated by reference in this registration statement:

     .    General Form for Registration of Securities under Section 12(b) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
          Form 10 (File No. 001-31470) filed on November 8, 2002, as amended by
          the Registrant's Amendment No. 1 thereto filed on November 21, 2002,
          as further amended by the Registrant's Amendment No. 2 thereto filed
          on December 3, 2002, and as further amended by the Registrant's
          Amendment No. 3 thereto filed on December 6, 2002;

     .    The description of Registrant's common stock contained in the General
          Form for Registration of Securities under Section 12(b) of the
          Exchange Act on Form 10 (File No. 001-31470) filed on November 8,
          2002, as amended by the Registrant's Amendment No. 1 thereto filed on
          November 21, 2002, as further amended by the Registrant's Amendment
          No. 2 thereto filed on December 3, 2002, and as further amended by the
          Registrant's Amendment No. 3 thereto filed on December 6, 2002.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act on or after the date of this registration
statement, and prior to the filing of a post-effective amendment to this
registration statement that indicates that all securities offered hereby have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this registration
statement to the extent that a statement contained herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel

     Not applicable.

Item 6. Indemnification of Directors and Officers

                                       2
Our certificate of incorporation provides that we must indemnify to the
fullest extent authorized or permitted by law any person made, or threatened to
be made, a party to any action, suit or proceeding (whether civil, criminal or
otherwise) by reason of fact that he or she, or his or her testator or
intestate, is or was one of our directors or officers or by reason of the fact
that such director or officer, at our request, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, in any capacity. The rights to indemnification set forth above are
not exclusive of any other rights to which such person may be entitled under any
statute, provision of our certificate of incorporation or bylaws, agreements,
vote of stockholders or disinterested directors or otherwise.

     Additionally, our bylaws provide for mandatory indemnification to at least
the extent specifically allowed by Section 145 of the Delaware General
Corporation Law (the "DGCL"). Our bylaws generally follow the language of
Section 145 of the DGCL, but in addition specify that any director, officer,
employee or agent may apply to any court of competent jurisdiction in the State
of Delaware for indemnification to the extent otherwise permissible under the
bylaws, notwithstanding any contrary determination denying indemnification made
by our board of directors, by independent legal counsel, or by the stockholders,
and notwithstanding the absence of any determination with respect to
indemnification. The bylaws also specify certain circumstances in which a
finding is required that the person seeking indemnification acted in good faith,
for purposes of determining whether indemnification is available. Under the
bylaws, a person shall be deemed to have acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to our best interests, or,
with respect to any criminal action or proceeding, to have had no reasonable
cause to believe his or her conduct was unlawful, if his or her action is based
on our records or books of account or those of another enterprise, or on
information supplied to him or her by our officers or those of another
enterprise in the course of their duties, or on the advice of our legal counsel
or that of another enterprise or on information or records given or reports made
to us or another enterprise by an independent certified public accountant or by
an appraiser or other expert selected with reasonable care by us or another
enterprise.

     In addition, we have entered into employment agreements, both entered into
on September 19, 2002 and effective as of December 18, 2002, with James C.
Flores, our Chairman of the Board and Chief Executive Officer, and John T.
Raymond, our President and Chief Operating Officer. Pursuant to these
agreements, we have agreed to indemnify and hold Messrs. Flores and Raymond
harmless to the fullest extent permitted by law and our bylaws, during the term
of their respective employment and for six years thereafter, from any costs,
liabilities, losses or exposures incurred for their services as an employee,
officer and director. The agreements also provide that during the term of their
respective employment and for a period of six years thereafter, Messrs. Flores
and Raymond will be named as insureds under any policy that we obtain to insure
directors and officers against personal liability incurred in connection with
their service in such capacities.

     Pursuant to Section 145 of the DGCL, we generally have the power to
indemnify our current and former directors, officers, employees and agents
against expenses and liabilities that they incur in connection with any suit to
which they are, or are threatened to be made, a party by reason of their serving
in such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, our best interests, and with
respect to any criminal action, they had no reasonable cause to believe their
conduct was unlawful. With respect to suits by or in our right, however,
indemnification is generally limited to attorneys' fees and other expenses and
is not available if such person is adjudged to be liable to us unless the court
determines that indemnification is appropriate. The statute expressly provides
that the power to indemnify authorized thereby is not exclusive of any rights
granted under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise. We also have the power to purchase and maintain
insurance for such persons.

     The above discussion of our certificate of incorporation and bylaws and
Section 145 of the DGCL is not intended to be exhaustive and is qualified in its
entirety by each of those documents and that statute.

Item 7. Exemption from Registration Claimed

     Not applicable.

                                       3
Item 8. Exhibits

4.1   Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to
      the Company's Amendment No. 2 to Form S-1 filed on October 4, 2002).

4.2   Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
      Amendment No. 2 to Form S-1 filed on October 4, 2002).

4.3   Plains Exploration & Production Company 2002 Stock Incentive Plan
      (incorporated by reference to Exhibit 10.21 to the Company's Amendment
      No. 1 to Form 10 filed on November 21, 2002).

4.4   Plains Exploration & Production Company 2002 Transition Stock Incentive
      Plan (incorporated by reference to Exhibit 10.33 to the Company's
      Amendment No. 1 to Form 10 filed on November 21, 2002).

4.5   Plains Exploration & Production Company 2002 Rollover Stock Incentive Plan
      (incorporated by reference to Exhibit 10.34 to the Company's Amendment No.
      1 to Form 10 filed on November 21, 2002).

4.6   Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1
      to the Company's Amendment No. 2 to Form S-1 filed on October 4, 2002).

5.1*  Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1* Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion
      filed as Exhibit 5.1 to this registration statement).

23.2* Consent of PricewaterhouseCoopers LLP.

23.3* Consent of Netherland, Sewell & Associates, Inc.

23.4* Consent of Ryder Scott Company.

23.5* Consent of H.J. Gruy & Associates, Inc.

24.1* Power of Attorney (included on the signature page of this registration
      statement).

*    filed herewith

Item 9. Undertakings

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement. Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed which the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the

                                       4
maximum aggregate offering price set forth in the "Calculation of
          Registration Fee" table in the effective registration statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act), that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Form S-8 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Houston, State of Texas, on January 21, 2003.

                           Plains Exploration & Production Company

                           By: /s/ JAMES C. FLORES
                               -----------------------------------------------
                               James C. Flores
                               Chairman of the Board and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James C. Flores and Timothy T. Stephens, and each
of them, either of whom may act without joinder of the other, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, or the substitute or substitutes
of either of them, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement on Form S-8 has been signed below by the following
persons in the capacities indicated below on January 21, 2003.
Signature                                                      Title
---------                                                      -----
/s/  JAMES C. FLORES                                           Chairman of the Board and Chief Executive Officer
-----------------------------------------------------          (Principal Executive Officer)
James C. Flores

/s/ STEPHEN A. THORINGTON                                      Executive Vice President and Chief Financial Officer
-----------------------------------------------------          (Principal Financial Officer)
Stephen A. Thorington

/s/ CYNTHIA A. FEEBACK                                         Senior Vice President - Accounting & Treasurer
-----------------------------------------------------          (Controller or Principal Accounting Officer)
Cynthia A. Feeback

/s/ JERRY L. DEES                                              Director
-----------------------------------------------------
Jerry L. Dees
6
Signature                                                      Title
---------                                                      -----
/s/ TOM H. DELIMITROS
-----------------------------------------------------          Director
Tom H. Delimitros

/s/ JOHN H. LOLLAR
-----------------------------------------------------          Director
John H. Lollar
7
INDEX TO EXHIBITS
Exhibit No.    Description
4.1            Certificate of Incorporation (incorporated by reference to
               Exhibit 3.1 to the Company's Amendment No. 2 to Form S-1 filed on
               October 4, 2002).

4.2            Bylaws (incorporated by reference to Exhibit 3.2 to the Company's
               Amendment No. 2 to Form S-1 filed on October 4, 2002).

4.3            Plains Exploration & Production Company 2002 Stock Incentive Plan
               (incorporated by reference to Exhibit 10.21 to the Company's
               Amendment No. 1 to Form 10 filed on November 21, 2002).

4.4            Plains Exploration & Production Company 2002 Transition Stock
               Incentive Plan (incorporated by reference to Exhibit 10.33 to the
               Company's Amendment No. 1 to Form 10 filed on November 21, 2002).

4.5            Plains Exploration & Production Company 2002 Rollover Stock
               Incentive Plan (incorporated by reference to Exhibit 10.34 to the
               Company's Amendment No. 1 to Form 10 filed on November 21, 2002).

4.6            Form of Common Stock Certificate (incorporated by reference to
               Exhibit 4.1 to the Company's Amendment No. 2 to Form S-1 filed on
               October 4, 2002).

5.1*           Opinion of Akin Gump Strauss Hauer & Feld LLP.

23.1*          Consent of Akin Gump Strauss Hauer & Feld LLP (included in the
               opinion filed as Exhibit 5.1 to this registration statement).

23.2*          Consent of PricewaterhouseCoopers LLP.

23.3*          Consent of Netherland, Sewell & Associates, Inc.

23.4*          Consent of Ryder Scott Company.

23.5*          Consent of H.J. Gruy & Associates, Inc.

24.1*          Power of Attorney (included on the signature page of this
               registration statement).
*    filed herewith

                                       8