PLAINS EXPLORATION & PRODUCTION CO
FIRST AMENDMENT TO STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>6
<FILENAME>dex1034.txt
<DESCRIPTION>FIRST AMENDMENT TO STOCK INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.34

                     PLAINS EXPLORATION & PRODUCTION COMPANY

                                 (the "Company")

                               FIRST AMENDMENT TO
                         CHARTER OF THE AUDIT COMMITTEE

     Paragraph 2 under the Section titled "Organization" is hereby amended and
replaced in its entirety by the following:

     "At least one member of the Committee shall be a financial expert who shall
     have, through (a) education and experience as a principal financial
     officer, principal accounting officer, controller, public accountant or
     auditor or experience in one or more positions that involve the performance
     of similar functions, (b) experience actively supervising a principal
     financial officer, principal accounting officer, controller, public
     accountant, auditor or person performing similar functions, (c) experience
     overseeing or assessing the performance of companies or public accountants
     with respect to the preparation, auditing or evaluation of financial
     statements, or (d) other relevant experience:

     o    an understanding of generally accepted accounting principles and
          financial statements;

     o    the ability to assess the general application of such principles in
          connection with the accounting for estimates, accruals and reserves;

     o    experience preparing, auditing, analyzing or evaluating financial
          statements that present a breadth and level of complexity of
          accounting issues that are generally comparable to the breadth and
          complexity of issues that can reasonably be expected to be raised by
          the Company's financial statements, or experience actively supervising
          one or more persons engaged in such activities;

     o    an understanding of internal controls and procedures for financial
          reporting;

     o    an understanding of audit committee functions;

     o    such other experience as may be required to meet any additional
          requirements promulgated by the Securities and Exchange Commission
          pursuant to Section 407 of the Sarbanes-Oxley Act of 2002."

         Adopted by the Board of Directors of the Company on February ___, 2003.


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