SC 13G

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)

Plains Exploration & Production Company

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

726505100

(Cusip Number)

August 7, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

CUSIP No. 726505100 

1	NAMES OF REPORTING PERSONS: Fir Tree Value Master Fund, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Cayman Islands
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,066,565
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			3,066,565
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	3,066,565
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	4.2%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

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CUSIP No. 726505100 

1	NAMES OF REPORTING PERSONS: Fir Tree Recovery Master Fund, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Cayman Islands
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			646,235
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			646,235
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	646,235
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	0.9%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

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CUSIP No. 726505100 

1	NAMES OF REPORTING PERSONS: Fir Tree, Inc.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   o
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	New York
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			3,712,800
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			3,712,800
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	3,712,800
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	5.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	CO

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SCHEDULE 13G

     This Schedule 13G (the “Schedule 13G”) is being filed on behalf of Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Value”), Fir Tree Recovery Master Fund, L.P., a Cayman Islands exempted limited partnership (“Fir Tree Recovery”) and Fir Tree, Inc., a New York corporation (“Fir Tree”), relating to common stock, par value $0.01 (the “Common Stock”) of Plains Exploration & Production Company, a Delaware corporation (the “Issuer”), purchased by Fir Tree Value and Fir Tree Recovery. Fir Tree is the investment manager of both Fir Tree Value and Fir Tree Recovery.

Item 1(a)	Name of Issuer.
	Plains Exploration & Production Company
Item 1(b)	Address of Issuer’s Principal Executive Offices.
	700 Milam Street, Suite 3100
	Houston, Texas 77002
Item 2(a)	Name of Person Filing.
Item 2(b)	Address of Principal Business Office.
Item 2(c)	Place of Organization.
	Fir Tree, Inc.
	505 Fifth Avenue
	23rd Floor
	New York, New York 10017
	A New York corporation
	Fir Tree Value Master Fund, L.P.
	c/o Admiral Administration Ltd.
	Admiral Financial Center, 5th Floor
	90 Fort Street, Box 32021 SMB
	Grand Cayman, Cayman Islands
	A Cayman Islands exempted limited partnership
	Fir Tree Recovery Master Fund, L.P.
	c/o Admiral Administration Ltd.
	Admiral Financial Center, 5th Floor
	90 Fort Street, Box 32021 SMB
	Grand Cayman, Cayman Islands
	A Cayman Islands exempted limited partnership

Fir Tree, Inc. is the investment manager for each of Fir Tree Value and Fir Tree Recovery and has been granted investment discretion over portfolio investments, including the Common Stock (as defined below), held by each of them.

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Item 2(d)	Title of Class of Securities.
	common stock, par value $0.01 (the “Common Stock”)
Item 2(e)	CUSIP Number.
	726505100
Item 3	Reporting Person.
	The person filing is not listed in Items 3(a) through 3(j).
Item 4	Ownership.

(a)	Fir Tree Value and Fir Tree Recovery are the beneficial owners of 3,066,565 shares of Common Stock and 646,235 shares of Common Stock, respectively. Fir Tree may be deemed to beneficially own the shares of Common Stock held by Fir Tree Value and Fir Tree Recovery as a result of being the investment manager of Fir Tree Value and Fir Tree Recovery.
(b)	Fir Tree Value and Fir Tree Recovery are the beneficial owners of 4.2% and 0.9%, respectively, of the outstanding shares of Common Stock. Collectively, the Reporting Persons beneficially own 3,712,800 shares of Common Stock which represent 5.1% of the shares of Common Stock outstanding. These percentages are determined by dividing the number of shares of Common Stock beneficially held by 72,800,000, the number of shares of Common Stock issued and outstanding as of July 31, 2007 according to the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 7, 2007.
(c)	Fir Tree Value may direct the vote and disposition of 3,066,565 shares of Common Stock. Fir Tree Recovery may direct the vote and disposition of 646,235 shares of Common Stock. Fir Tree has been granted investment discretion over the Common Stock held by Fir Tree Value and Recovery.

Item 5	Ownership of Five Percent or Less of a Class.
	Inapplicable.
Item 6	Ownership of More Than Five Percent on Behalf of Another Person.
	Inapplicable.
Item 7	Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.
	Inapplicable.

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Item 8	Identification and Classification of Members of the Group.
	Inapplicable.
Item 9	Notice of Dissolution of Group.
	Inapplicable.
Item 10	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

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SIGNATURE

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     Date: August 17, 2007

FIR TREE VALUE MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager
	By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President
FIR TREE RECOVERY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager
	By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President
FIR TREE, INC.
By:	/s/ Jeffrey Tannenbaum
Name:	Jeffrey Tannenbaum
Title:	President

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EX-99.1

EXHIBIT 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the shares of Common Stock of Plains Exploration & Production Company, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

     The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

     This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of August 17, 2007.

FIR TREE VALUE MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager
	By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President
FIR TREE RECOVERY MASTER FUND, L.P.
By:	FIR TREE, INC., its Manager
	By:	/s/ Jeffrey Tannenbaum
	Name:	Jeffrey Tannenbaum
	Title:	President
FIR TREE, INC.
By:	/s/ Jeffrey Tannenbaum
Name:	Jeffrey Tannenbaum
Title:	President

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