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) 02/20/2004
	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	02/23/2004		S		8,955	D	$30.6686	0(1)(2)(3)(4)(5)(6)(7)	I(1)(2)(3)(4)(5)(6)(7)	see footnotes(1)(2)(3)(4)(5)(6)(7)
Common stock	02/23/2004		S		1,000	D	$30.6686	0	D
Common stock	02/23/2004		S		67,945	D	$30.6686	82,055(4)	I(4)	see footnotes(4)
Common stock	02/24/2004		S		9,200	D	$30.4	72,855(4)	I(4)	see footnotes(4)

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
Director stock option (exercised)	$26.5	02/20/2004		X			1,150	06/01/1996	02/20/2004	common stock	1,150	$0	0	D(1)
Director stock option (exercised)	$25.8125	02/20/2004		X			1,550	12/30/1998	02/20/2004	common stock	1,550	$0	0	D(1)
Director stock option (exercised)	$24.25	02/20/2004		X			2,060	12/30/2000	02/20/2004	common stock	2,060	$0	0	D(1)
Director stock option (exercised)	$26.72	02/20/2004		X			1,937	12/27/2003	02/20/2004	common stock	1,937	$0	0	D(1)

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, 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* JOHN H SCULLY LIVING TRUST (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* CRANBERRY LAKE PARTNERS LP (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 VINCENT (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)

Explanation of Responses:

1. Of these 8,955 shares, 6,697 shares were obtained from the exercising of the underlying options owned directly by John H. Scully ("JHS") and, through transfer, were then owned by The John H. Scully Living Trust dated October 1, 2003("JHS Trust") and may have been deemed to be indirectly beneficially owned by JHS.

2. Additionally, 2,740,000 shares of the issuer's common stock 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) JHS, William E. Oberndorf ("WEO") and William J. Patterson ("WJP"), the three controlling persons of SPO Corp.

3. Additionally, 332,500 shares of the issuer's common stock 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.

4. Additionally, (i) 72,855 and 50,000 shares of the issuer's common stock, respectively, may be deemed to be indirectly beneficially owned by JHS solely in his capacity as a trustee for the JHS Trust, a general partner of Netcong Newton Partners, L.P. and the sole general partner of Cranberry Lake Partners, L.P., and (ii) 50,000 shares may be deemed to be indirectly beneficially owned by JHS solely in his capacity as controlling person, sole director and executive officer of Phoebe Snow Foundation, Inc.

5. Additionally, (i) 30,000 shares are directly owned by JHS and are held in the JHS Individual Retirement Account, which is self-directed.

6. Additionally, (i) 360,658 shares of the issuer's common stock may be deemed to be indirectly beneficially owned by WEO solely in his capacity as a trustee for the William and Susan Oberndorf Trust, dated 10/15/98 ("Oberndorf Trust"), and (ii) 54,190 shares of the may be deemed to be indirectly beneficially owned by WEO solely in his capacity as a controlling person of the Oberndorf Foundation, a family foundation, and (iii) 20,000 shares may be deemed to be indirectly beneficially owned by WEO solely in his capacity as trustee for the Oberndorf Trust the sole general partner of Oberndorf Family Partners, a family partnership, and (iv) 2,000 shares may be deemed to be indirectly beneficially owned by WEO solely in his capacity as father of his minor children who share his household.

7. Additionally, 13,041 shares underlie stock options owned directly by WEO.

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", WEO is director and 10% holders of the issuer.

	Kim M. Silva Attorney in Fact	02/25/2004
	** 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).
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