SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SPO ADVISORY CORP (Last) (First) (Middle) 591 Redwood Highway, Suite 3215 (Street) Mill Valley CA 94941 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PROQUEST CO [ pqe ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/07/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	08/07/2003		P		95,600	A	$23.75	2,691,200(1)	D(1)
Common stock								3,023,700	D(2)
Common stock								3,273,700	I(3)	see below(3)
Common stock								45,299	D(4)
Common stock								3,458,290	I(5)	see below(5)
Common stock								1,000	D(7)
Common stock								15,299	D(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* SPO ADVISORY CORP (Last) (First) (Middle) 591 Redwood Highway, Suite 3215 (Street) Mill Valley CA 94941 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCULLY JOHN H (Last) (First) (Middle) 591 Redwood Highway (Street) Mill Valley CA 94941 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* OBERNDORF WILLIAM E (Last) (First) (Middle) 591 Redwood Highway (Street) Mill Valley CA 94941 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPO ADVISORY PARTNERS LP (Last) (First) (Middle) 591 Redwood Highway (Street) Mill Valley CA 94941 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* PATTERSON WILLIAM J (Last) (First) (Middle) 591 Redwood Highway (Street) Mill Valley CA 94941 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SPO PARTNERS II LP (Last) (First) (Middle) 591 REDWOOD HIGHWAY (Street) MILL VALLEY CA 94941 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. These shares are owned directly by SPO Partners II, L.P. ("SPO Partners"), and may be deemed to be indirectly beneficially owned by (i) SPO Advisory Partners, L.P. the sole general partner of SPO Partners ("SPO Advisory"), (ii) SPO Advisory Corp., the sole general partner of SPO Advisory ("SPO Corp"), and (iii) John H. Scully ("JHS"), William E. Oberndorf ("WEO") and William J. Patterson ("WJP"), the three controlling persons of SPO Corp.

2. 2,691,200 of these shares are owned directly by SPO Partners, and may be deemed to be indirectly beneficially owned by (i) SPO Advisory,(ii) SPO Corp., and (iii) JHS, WEO and WJP, the three controlling persons of SPO Corp. 332,500 of these shares are owned directly by San Francisco Partners, L.P. ("SF Partners"), and may be deemed to be indirectly beneficially owned by (i) SF Advisory Partners, L.P., the sole general partner of SF Partners, ("SF Advisory"), (ii) SPO Corp., the sole general partner of SF Advisory, and (iii) JHS, WEO and WJP, the three controlling persons of SPO Corp. Additionally, JHS and WEO may be deemed to have direct or indirect beneficial ownership of certain shares as set forth in Notes (3) through (6) below.

3. This Note relates to shares that may be deemed to be beneficially owned by JHS. 3,023,700 of these shares may be deemed to be indirectly beneficially owned by JHS as described in Note (2). 200,000 of these shares may be deemed to be beneficially owned by JHS solely in his capacity as a trustee for The John and Irene Scully Trust, dated May 30, 1994, the general partner of Netcong Newton Partners, L.P. and Cranberry Lake Partners, L.P. 50,000 of these shares may be deemed to be beneficially owned by JHS solely in his capacity as controlling person, sole director and executive officer of Phoebe Snow Foundation, Inc.

4. This Note relates to shares beneficially owned by JHS. 2,258 of these shares are owned individually by JHS, 13,041 of these shares underlie stock options owned by JHS, and 30,000 of such shares are held in the JHS Individual Retirement Account, which is self-directed.

5. This Note relates to shares that may be deemed to be beneficially owned by WEO. 3,023,700 of these shares may be deemed to be indirectly beneficially owned by WEO as described in Note (2). 358,400 of these shares may be deemed to be beneficially owned by WEO solely in his capacity as a trustee for the William and Susan Oberndorf Trust, dated 10/15/98. 54,190 of these shares may be deemed to be beneficially owned by WEO solely in his capacity as a controlling person of the Oberndorf Foundation, a family foundation. 20,000 of these shares may be deemed to be beneficially owned by WEO solely in his capacity as sole general partner of Oberndorf Family Partners, a family partnership. 2,000 of these shares may be deemed to be beneficially owned by WEO solely in his capacity as father of his minor children who share his household.

6. This Note relates to shares beneficially owned by WEO. 2,258 of these shares are owned individually by WEO and 13,041 of these shares underlie stock options owned by WEO.

7. 1,000 shares of the issuer's common stock are owned directly by Vincent Scully.

Remarks:

The individuals listed in Notes (1) through (7) above (each a "Reporting Person") may be deemed to form a "group", as such term is defined in Rule 13D-5(b)(1) promulgated under the Securities Exchange Act of 1934, for purposes of this filing. This filing shall not be deemed as an admission by any Reporting Person that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the beneficial owner of any equity securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest, if any, therein. For purposes of Box 5 "Relationship of Reporting Person(s) to Issuer", JHS & WEO are both directors and 10% holders of the issuer.

	Kim M. Silva Attorney in Fact	08/11/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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