POSASR

As Filed with the Securities and Exchange Commission on June 11, 2007

Registration No. 333-141110

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

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 of Incorporation or Organization)	(IRS Employer Identification Number)

700 Milam, Suite 3100

Houston, Texas 77002

713-579-6000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

John F. Wombwell

Executive Vice President, General Counsel and Secretary

Plains Exploration & Production Company

700 Milam, Suite 3100

Houston, Texas 77002

713-579-6000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

COPY TO:

Michael E. Dillard, P.C.

Akin Gump Strauss Hauer & Feld LLP

1111 Louisiana Street, 44^th Floor

Houston, Texas 77002

Telephone: (713) 220-5800

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement, as determined by market conditions and other factors.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional class of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be registered	Amount to be registered/Proposed Maximum Offering Price Per Unit	Amount of registration fee
Common Stock
Debt Securities	(1)	(2)
Subsidiary Guarantees of Debt Securities (3)

(1) An indeterminate initial offering price, principal amount or number of securities of each identified class is being registered as may from time to time be issued at indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into or exchangeable or exercisable for, such securities. Separate consideration may or may not be received for securities that are being registered that are issued in exchange for, or upon conversion or exercise of, the debt securities being registered hereunder.

(2) In accordance with Rules 456(b) and 457(r).

(3) Subsidiaries of Plains Exploration & Production Company may guarantee on a secured or unsecured basis the debt securities of Plains Exploration & Production Company. In accordance with Rule 457(n), no separate fee is payable with respect to the guarantees of the debt securities being registered.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant Guarantor(1)	State or other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number
Plains Resources Inc.	Delaware	26-0248220
PXP Brush Creek LLC	Delaware	26-0248525
PXP CV Pipeline LLC	Delaware	26-0248559
PXP East Plateau LLC	Delaware	26-0248463
PXP Hell’s Gulch LLC	Delaware	26-0248403
PXP Piceance LLC	Delaware	26-0248621

(1) The address for each Registrant Guarantor is 700 Milam, Suite 3100, Houston, Texas 77002

EXPLANATORY NOTE

This Registration Statement on Form S-3 (registration No. 333-141110) of Plains Exploration & Production Company and subsidiary guarantor registrants is being amended to add certain subsidiaries of Plains Exploration & Production Company as Co-Registrants that are, or may potentially be, guarantors of some or all of the debt securities with respect to which offers and sales are registered under this Registration Statement. No changes or additions are being made hereby to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses of this offering (all of which are to be paid by the registrant) are estimated to be as follows:

Securities and Exchange Commission registration fee*	$	*	*
Legal fees and expenses		*	*
Accounting fees and expenses		*	*
Trustee fees and expenses		*	*
Printing expenses		*	*
Miscellaneous		*	*
Total	$	*	*

* To be deferred pursuant to Rule 456(b) and calculated in connection with the offering of securities under their registration statement pursuant to Rule 457(r).

** These fees are calculated based on the number of issuances and amount of securities offered and accordingly cannot be estimated at this time.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our certificate of incorporation provides that we must indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any threatened, pending or contemplated action, suit or proceeding (whether civil, criminal, administrative, arbitrative or investigative), any appeal in such action, suit or proceeding and any inquiry or investigation that could lead to such action, suit or proceeding by reason of fact that he 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 as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of an enterprise. 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.

In addition, our certificate of incorporation and bylaws provide for mandatory indemnification of our officers and directors to at least the extent specifically allowed by Section 145 of the DGCL. However, under our certificate of incorporation, except for proceedings to enforce right to indemnification, we are not required to indemnify anyone (including his heirs, executors or representatives) in connection with any action, suit or proceeding initiated by such person unless it was authorized by or consented to our board of directors. Our bylaws follow the language of Section 145 of the DGCL; however, the advancement of expenses by us does not extend to administrative or investigative actions, suits and proceedings.

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. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office. We also have the power to purchase and maintain insurance for such directors and officers.

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ITEM 16. EXHIBITS

Exhibit Number	Description
1.1***	Form of Underwriting Agreement.
4.1**	Form of Senior Indenture.
4.2**	Form of Subordinated Indenture.
4.3***	Form of Debt Security.
4.4 #	Indenture, dated as of March 13, 2007, between Plains Exploration & Production Company and Wells Fargo Bank, N.A., as trustee.
4.5 #	First Supplemental Indenture, dated March 13, 2007, to Indenture, dated as of March 13, 2007, among Plains Exploration & Production Company, the subsidiary guarantors parties thereto and Wells Fargo Bank, N.A., as trustee (including form of 7% Senior Notes due 2017).
4.6*	Second Supplemental Indenture, dated June 5, 2007, to Indenture, dated March 13, 2007, among Plains Exploration & Production Company, the subsidiary guarantors parties thereto and Wells Fargo Bank, N.A., as trustee.
5.1**	Opinion of Akin Gump Strauss Hauer & Feld LLP regarding the senior debt securities, the subordinated debt securities, the subsidiary guarantees of debt securities and the common stock.
5.2*	Opinion of Akin Gump Strauss Hauer & Feld LLP regarding the subsidiary guarantees covered by this Post-Effective Amendment No. 1.
12.1**	Computation of Ratio of Earnings to Fixed Charges.
23.1**	Consent of Akin Gump Strauss Hauer & Feld LLP (included in its opinions filed as Exhibit 5.1 and Exhibit 5.2 hereto).
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Netherland, Sewell & Associates, Inc.
24.1**	Power of Attorney (included on the signature page of the original Registration Statement).
24.2*	Power of Attorney (included on the signature page of this Post-Effective Amendment No. 1 to the Registration Statement).
25.1**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under Plains Exploration’s Senior Indenture.
25.2**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under Plains Exploration’s Subordinated Indenture.

* Filed herewith.

** Previously filed as an exhibit to the Registration Statement.

*** To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with the issuance of the securities.

# Previously filed as an exhibit to Plains Exploration & Production Company’s Current Report on Form 8-K dated March 13, 2007.

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ITEM 17. UNDERTAKINGS

(a) 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 of 1933;

(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 with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(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 (1) paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.

(4) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

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(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of Plains Exploration & Production Company’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act of 1934 (and, where applicable, each filing of an employee benefits plan’s annual report pursuant to section 15(d) of the Exchange Act of 1934) 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of either registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission 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 such 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.

(d) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on June 11, 2007.

PLAINS EXPLORATION & PRODUCTION COMPANY
By:	/s/ James C. Flores
	James C. Flores Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on June 11, 2007.

Signature	Title
* James C. Flores	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
* Isaac Arnold, Jr.	Director
* Alan R. Buckwalter, III	Director
* Jerry L. Dees	Director
* Tom H. Delimitros	Director
* Robert L. Gerry, III	Director
* John H. Lollar	Director
* Winston M. Talbert	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
* Cynthia A. Feeback	Vice President – Accounting, Controller and Chief Accounting Officer (Principal Accounting Officer)

* By:	/s/ John F. Wombwell
	John F. Wombwell Attorney-in-Fact

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Pursuant to the requirements of the Securities Act of 1933, each of Arguello Inc., Brown PXP Properties, LLC, Nuevo Ghana Inc., Nuevo International Inc., Nuevo Offshore Company, Nuevo Resources Inc., Pacific Interstate Offshore Company, Plains Acquisition Corporation, Plains Louisiana Inc., Plains Resources Inc., Plains Resources International Inc., PXP Brush Creek LLC, PXP CV Pipeline LLC, PXP Deepwater LLC, PXP East Plateau LLC, PXP Gulf Coast Inc., PXP Hell’s Gulch LLC, PXP Louisiana L.L.C., PXP Piceance LLC, PXP Permian Inc., PXP Texas Inc., and PXP Texas Limited Partnership certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on June 11, 2007.

ARGUELLO INC. BROWN PXP PROPERTIES, LLC NUEVO GHANA INC. NUEVO INTERNATIONAL INC. NUEVO OFFSHORE COMPANY NUEVO RESOURCES INC. PACIFIC INTERSTATE OFFSHORE COMPANY PLAINS ACQUISITION CORPORATION PLAINS LOUISIANA INC. PLAINS RESOURCES INC. PLAINS RESOURCES INTERNATIONAL INC. PXP BRUSH CREEK LLC
By:	PLAINS RESOURCES INC., its sole member
PXP CV PIPELINE LLC
By:	PLAINS RESOURCES INC., its sole member
PXP EAST PLATEAU LLC
By:	PLAINS RESOURCES INC., its sole member
PXP GULF COAST INC. PXP HELL’S GULCH LLC
By:	PLAINS RESOURCES INC., its sole member
PXP LOUISIANA L.L.C.
By:	PLAINS LOUISIANA INC., its sole member
PXP PERMIAN INC. PXP PICEANCE LLC
By:	PLAINS RESOURCES INC., its sole member
PXP TEXAS INC. PXP TEXAS LIMITED PARTNERSHIP
By:	PXP TEXAS INC., its general partner
By:	/s/ Winston M. Talbert
	Winston M. Talbert Vice President & Treasurer
PXP DEEPWATER L.L.C.
By:	PLAINS EXPLORATION & PRODUCTION COMPANY, its sole member
By:	/s/ Winston M. Talbert
	Winston M. Talbert Executive Vice President & Chief Financial Officer

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POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James C. Flores and John F. Wombwell and each of them, either of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement (including post-effective amendments), 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 or her 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, this registration statement has been signed below by the following persons in the capacities indicated on June 11, 2007.

Signature	Title
/s/ James C. Flores James C. Flores	President and Director of Arguello Inc., Nuevo Ghana Inc., Nuevo International Inc., Nuevo Offshore Company, Nuevo Resources Inc., Pacific Interstate Offshore Company, Plains Acquisition Corporation, Plains Louisiana Inc., Plains Resources International Inc., PXP Gulf Coast Inc., PXP Permian Inc., PXP Texas Inc. and Plains Resources Inc.
	President and Manager of Brown PXP Properties, LLC
	President of PXP Deepwater L.L.C., PXP Louisiana L.L.C., PXP Brush Creek LLC, PXP CV Pipeline LLC, PXP East Plateau LLC, PXP Hell’s Gulch LLC and PXP Piceance LLC
	(Principal Executive Officer)
/s/ John F. Wombwell John F. Wombwell	Director of Arguello Inc., Nuevo Ghana Inc., Nuevo International Inc., Nuevo Offshore Company, Nuevo Resources Inc., Pacific Interstate Offshore Company, Plains Acquisition Corporation, Plains Louisiana Inc., Plains Resources International Inc., PXP Gulf Coast Inc., PXP Permian Inc., PXP Texas Inc. and Plains Resources Inc.
	Manager of Brown PXP Properties, LLC
	Executive Vice President, General Counsel & Secretary of Plains Exploration & Production Company, sole member of PXP Deepwater L.L.C.

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	Vice President and Secretary of Plains Louisiana Inc., sole member of PXP Louisiana L.L.C.
	Vice President & Secretary of PXP Texas Inc., general partner of PXP Texas Limited Partnership
	Vice President & Secretary of Plains Resources, Inc., sole member of PXP Brush Creek LLC, PXP CV Pipeline LLC, PXP East Plateau LLC, PXP Hell’s Gulch LLC and PXP Piceance LLC
/s/ Winston M. Talbert Winston M. Talbert	Vice President and Treasurer of Arguello Inc., Brown PXP Properties, LLC, Nuevo Ghana Inc., Nuevo International Inc., Nuevo Offshore Company, Nuevo Resources Inc., Pacific Interstate Offshore Company, Plains Acquisition Corporation, Plains Louisiana Inc., Plains Resources International Inc., PXP Deepwater L.L.C., PXP Gulf Coast Inc., PXP Louisiana L.L.C., PXP Permian Inc., PXP Texas Inc., Plains Resources Inc., PXP Brush Creek LLC, PXP CV Pipeline LLC, PXP East Plateau LLC, PXP Hell’s Gulch LLC and PXP Piceance LLC
	(Principal Financial and Accounting Officer)

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Exhibit Index

ITEM 16. EXHIBITS

Exhibit Number	Description
1.1***	Form of Underwriting Agreement.
4.1**	Form of Senior Indenture.
4.2**	Form of Subordinated Indenture.
4.3***	Form of Debt Security.
4.4 #	Indenture, dated as of March 13, 2007, between Plains Exploration & Production Company and Wells Fargo Bank, N.A., as trustee.
4.5 #	First Supplemental Indenture, dated March 13, 2007, to Indenture, dated as of March 13, 2007, among Plains Exploration & Production Company, the subsidiary guarantors parties thereto and Wells Fargo Bank, N.A., as trustee (including form of 7% Senior Notes due 2017).
4.6*	Second Supplemental Indenture, dated June 5, 2007, to Indenture, dated March 13, 2007, among Plains Exploration & Production Company, the subsidiary guarantors parties thereto and Wells Fargo Bank, N.A., as trustee.
5.1**	Opinion of Akin Gump Strauss Hauer & Feld LLP regarding the senior debt securities, the subordinated debt securities, the subsidiary guarantees of debt securities and the common stock.
5.2*	Opinion of Akin Gump Strauss Hauer & Feld LLP regarding the subsidiary guarantees covered by this Post-Effective Amendment No. 1.
12.1**	Computation of Ratio of Earnings to Fixed Charges.
23.1**	Consent of Akin Gump Strauss Hauer & Feld LLP (included in its opinions filed as Exhibit 5.1 and Exhibit 5.2 hereto).
23.2*	Consent of PricewaterhouseCoopers LLP.
23.3*	Consent of Netherland, Sewell & Associates, Inc.
24.1**	Power of Attorney (included on the signature page of the original Registration Statement).
24.2*	Power of Attorney (included on the signature page of this Post-Effective Amendment No. 1 to the Registration Statement).
25.1**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under Plains Exploration’s Senior Indenture.
25.2**	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of the Trustee under Plains Exploration’s Subordinated Indenture.

* Filed herewith.

** Previously filed as an exhibit to the Registration Statement.

*** To be filed by amendment or as an exhibit to a document to be incorporated by reference herein in connection with the issuance of the securities.

# Previously filed as an exhibit to Plains Exploration & Production Company’s Current Report on Form 8-K dated March 13, 2007.

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EX-4.6

Exhibit 4.6

SECOND SUPPLEMENTAL INDENTURE

This Second Supplemental Indenture, dated as of June 5, 2007, (this “Supplemental Indenture”), among Plains Resources Inc., a Delaware corporation (“Plains Resources”), PXP East Plateau LLC, a Delaware limited liability company (“East Plateau”), PXP Brush Creek LLC, a Delaware limited liability company (“Brush Creek”), PXP CV Pipeline LLC, a Delaware limited liability company (“CV Pipeline”), PXP Hell’s Gulch LLC, a Delaware limited liability company (“Hell’s Gulch”), and PXP Piceance LLC, a Delaware limited liability company (“Piceance” and, together with Plains Resources, East Plateau, Brush Creek, CV Pipeline and Hell’s Gulch, the “New Subsidiary Guarantors”), Plains Exploration & Production Company, a Delaware corporation (together with its successors and assigns, the “Company”), the subsidiary guarantors party hereto (the “Guarantors”), and Wells Fargo Bank, N.A., a nationally chartered association, as Trustee (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, the Company, the Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 13, 2007, as supplemented by a First Supplemental Indenture, dated as of March 13, 2007 (as amended, supplemented, waived or otherwise modified through the date hereof, the “Indenture”), providing for the issuance of 7% Senior Notes due 2017 of the Company (the “Notes”);

WHEREAS, Section 10.17 of the Indenture provides that if any Domestic Restricted Subsidiary that is not a Guarantor is or becomes obligated under any Indebtedness pursuant to a Guarantee of Indebtedness of the Company or any Guarantor (other than the Notes), and the maximum principal amount of Indebtedness of such Domestic Restricted Subsidiary under such Guarantee exceeds $10.0 million, the Company shall cause that Domestic Restricted Subsidiary to Guarantee the Notes and become a Guarantor, pursuant to the Subsidiary Guarantee provisions of the Indenture, by executing a supplemental indenture and delivering it to the Trustee within 30 days after the date on which such Domestic Restricted Subsidiary Guaranteed such Indebtedness of the Company or a Guarantor; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the Guarantors and the Company are authorized to execute and deliver this Supplemental Indenture to amend the Indenture, without the consent of any holder if the Notes.

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NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the New Subsidiary Guarantors, the Company, the Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I

Definitions

SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, capitalized terms used, but not otherwise defined herein are used herein as defined in the Indenture. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II

Agreement to be Bound

SECTION 2.1 Agreement to be Bound. Each of the New Subsidiary Guarantors hereby becomes a party to the Indenture, as a Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture. Each of the New Subsidiary Guarantors agrees to be bound by all of the provisions of the Indenture applicable to a Guarantor and to perform all of the obligations and agreements of a Guarantor under the Indenture.

ARTICLE III

Miscellaneous

SECTION 3.1 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

SECTION 3.2 Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 3.3 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes with respect to the Notes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

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SECTION 3.5 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together shall constitute one and the same agreement.

SECTION 3.6 Headings. The headings of the Articles and the sections in this Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

THE COMPANY:
PLAINS EXPLORATION & PRODUCTION COMPANY
By:	/s/ Winston M. Talbert
Name:	Winston M. Talbert
Title:	Executive Vice President & Chief Financial Officer

Second Supplemental Indenture Signature Page

THE GUARANTORS:
ARGUELLO INC. BROWN PXP PROPERTIES, LLC NUEVO GHANA INC. NUEVO INTERNATIONAL INC. NUEVO OFFSHORE COMPANY NUEVO RESOURCES INC. PACIFIC INTERSTATE OFFSHORE COMPANY PLAINS ACQUISITION CORPORATION PLAINS LOUISIANA INC. PLAINS RESOURCES INERNATIONAL INC. PXP GULF COAST INC. PXP LOUISIANA L.L.C.
By:	Plains Louisiana Inc., its sole member
PXP PERMIAN INC. PXP TEXAS INC. PXP TEXAS LIMITED PARTNERSHIP
By:	PXP Texas Inc., its general partner
By:	/s/ Winston M. Talbert
Name:	Winston M. Talbert
Title:	Vice President & Treasurer
PXP DEEPWATER L.L.C.
By:	Plains Exploration & Production Company, its sole member
By:	/s/ Winston M. Talbert
Name:	Winston M. Talbert
Title:	Executive Vice President & Chief Financial Officer

Second Supplemental Indenture Signature Page

THE NEW SUBSIDIARY GUARANTORS:
PLAINS RESOURCES INC. PXP BRUSH CREEK LLC
By:	Plains Resources Inc., its sole member
PXP CV PIPELINE LLC
By:	Plains Resources Inc., its sole member
PXP EAST PLATEAU LLC
By:	Plains Resources Inc., its sole member
PXP HELL’S GULCH LLC
By:	Plains Resources Inc., its sole member
PXP PICEANCE LLC
By:	Plains Resources Inc., its sole member
By:	/s/ Winston M. Talbert
Name:	Winston M. Talbert
Title:	Vice President & Treasurer

Second Supplemental Indenture Signature Page

THE TRUSTEE:
WELLS FARGO BANK. N.A.
By:	/s/ Patrick Giordano
Name:	Patrick Giordano
Title:	Vice President

Second Supplemental Indenture Signature Page

EX-5.2

Exhibit 5.2

June 11, 2007

Plains Exploration & Production Company

700 Milam, Suite 3100

Houston, TX 77002

We have acted as counsel to Plains Exploration & Production Company, a Delaware corporation (the “Company”), in connection with the registration, pursuant to Post-Effective Amendment No.1 (the “Amendment”) to the Registration Statement on Form S-3 (File No. 333-141110) (as amended, the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of the issuance of guarantees (the “Guarantees”) by the additional subsidiary guarantors (the “Additional Subsidiary Guarantors”) listed in the Amendment of $500,000,000 aggregate principal amount of Senior Notes due 2017 of the Company issued under the Indenture dated March 13, 2007 (the “Base Indenture”) between the Company and Wells Fargo Bank, N.A., as Trustee (the “Trustee”), as supplemented by the first supplemental indenture dated March 13, 2007 (the “First Supplemental Indenture”) among the Company, the subsidiary guarantors named therein, and the Trustee, and the second supplemental indenture dated June 5, 2007 (the “Second Supplemental Indenture”) among the Company, the subsidiary guarantors named therein (including the Additional Subsidiary Guarantors) and the Trustee.

We have examined originals or certified copies of (i) the Base Indenture, (ii) the First Supplemental Indenture, (iii) the Second Supplemental Indenture, and (iv) such corporate records of the Company and the Additional Subsidiary Guarantors and other certificates and documents of officials of the Company, the Additional Subsidiary Guarantors, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed and certified or reproduced copies.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth hereinafter, we are of the opinion that the Guarantees have been duly authorized by all necessary corporate action on the part of the Additional Subsidiary Guarantors, and will be valid and binding obligations of each Additional Subsidiary Guarantor.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. We express no opinion as to the laws of any jurisdiction other than any published constitutions, treaties, laws, rules or regulations or judicial or administrative decisions (“Laws”) of (i) the federal laws of the United States, (ii) the General Corporation Law and Limited Liability Company Act of the State of Delaware, and (iii) the Laws of the State of New York.

Plains Exploration & Production Company

June 11, 2007

Page 2

B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity); (iii) commercial reasonableness and unconscionability and an implied covenant of good faith and fair dealing; (iv) the power of the courts to award damages in lieu of equitable remedies; and (v) securities Laws and public policy underlying such Laws with respect to rights to indemnification and contribution.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. We also consent to your filing copies of this opinion as an exhibit to the Registration Statement.

Very truly yours,

AKIN GUMP STRAUSS HAUER & FELD LLP

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to Registration Statement on Form S-3 of our report dated February 27, 2007 relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Plains Exploration & Production Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

PricewaterhouseCoopers LLP

Houston, Texas

June 8, 2007

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

We hereby consent to the incorporation by reference in this Amendment No. 1 to Registration Statement on Form S-3 of our reserve reports setting forth the interests of Plains Exploration & Production Company and its subsidiaries (collectively, “Plains”) relating to the estimated quantities of certain of Plains’ proved reserves of oil and gas and present values thereof for the years 2006, 2005 and 2004 originally included in Plains’ Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2007.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ Danny D. Simmons
	Danny D. Simmons, P.E Executive Vice President

Houston, Texas

June 8, 2007