POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby

constitutes and appoints each of John F. Wombwell, Gregg Maynard,

Kimberly O. Warnica, Deborah R. Anderson and Joannie Williamson,

signing singly, the undersigned's true and lawful attorney-in-fact

to:

      (1) execute for and on behalf of the undersigned, in the

undersigned's capacity as an officer and/or director of Plains

Exploration & Production Company (the "Company"), Forms 3, 4, and

5 in accordance with Section 16(a) of the Securities Exchange Act

of 1934 and the rules thereunder;

      (2) do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to complete and

execute any such Form 3, 4, or 5, complete and execute any amendment

or amendments thereto, and timely file such form with the United

States Securities and Exchange Commission and any stock exchange or

similar authority; and

      (3) take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact,

may be of benefit to, in the best interest of, or legally required by,

the undersigned, it being understood that the documents executed by

such attorney-in-fact on behalf of the undersigned pursuant to this

Power of Attorney shall be in such form and shall contain such terms

and conditions as such attorney-in-fact may approve in such attorney-

in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full

power and authority to do and perform any and every act and thing

whatsoever requisite, necessary, or proper to be done in the exercise

of any of the rights and powers herein granted, as fully to all intents

and purposes as the undersigned might or could do if personally present,

with full power of substitution or revocation, hereby ratifying and

confirming all that such attorney-in-fact, or such attorney-in-fact's

substitute or substitutes, shall lawfully do or cause to be done by

virtue of this power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the foregoing attorneys-

in-fact, in serving in such capacity at the request of the undersigned,

are not assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange

Act of 1934.

      This Power of Attorney shall remain in full force and effect until

the undersigned is no longer required to file Forms 3, 4, and 5 with

respect to the undersigned's holdings of and transactions in securities

issued by the Company, unless earlier revoked by the undersigned in a

signed writing delivered to the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of

Attorney to be executed as of this 27th day of June, 2006.





/s/ Winston M. Talbert

Winston M. Talbert