8-K

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2005

POGO PRODUCING COMPANY
(Exact name of registrant as specified in its charter)

Delaware	1-7792	74-1659398
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (713) 297-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

/ /    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

/ /    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

/ /    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

/ /    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01    Other Events

        On March 23, 2005, Pogo Producing Company (the "Company") issued a press release announcing that it has priced its private offering of $300 million of Senior Subordinated Notes due 2015. The notes will bear interest at a rate of 6.625% per annum. The Company expects to close the offering March 29, 2005, subject to customary closing conditions. A copy of this press release is included herein as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits

(c)

Exhibits.

Exhibit Number	Description
99.1	Press Release dated March 23, 2005.

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SIGNATURE

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	POGO PRODUCING COMPANY
Date: March 23, 2005	By:	/s/ James P. Ulm, II
		Name: James P. Ulm, II Title: Senior Vice President and Chief Financial Officer

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SIGNATURE

EX-99.1

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Exhibit 99.1

         FOR IMMEDIATE RELEASE
Contact: Paul G. Van Wagenen
(713) 297-5000

POGO ANNOUNCES PRICING OF $300 MILLION
OF SENIOR SUBORDINATED NOTES

        HOUSTON, March 23, 2005—Pogo Producing Company (NYSE: PPP) today announced it has priced a private offering of $300 million of 6⁵/8% Senior Subordinated Notes due 2015. Pogo intends to use net proceeds from the sale of the notes to reduce outstanding senior indebtedness under its revolving credit facility. Pogo expects to close the sale of the notes on March 29, 2005, subject to satisfaction of customary closing conditions.

        The notes have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

        This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

***

        Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns interests in 90 federal and state Gulf of Mexico lease blocks offshore from Louisiana and Texas (94 lease blocks if, and when, the lease blocks on which Pogo was the high bidder at the March 16th OCS lease sale are awarded to Pogo). Pogo also owns approximately 705,000 gross leasehold acres in major oil and gas provinces in the United States, approximately 588,000 gross acres in the Gulf of Thailand, approximately 778,000 gross acres in Hungary and 1,044,000 acres in New Zealand. Pogo common stock is listed on the New York Stock Exchange and the Pacific Exchange under the symbol "PPP".

        Except for the historical and present factual information contained herein, the matters set forth in this release include statements of management's current expectations as to, among other things, the closing of the offering of the notes. Statements identified by words such as "expects," "projects," "plans," "believes," "estimates," and similar expressions are forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including the possibility that the anticipated benefits from Pogo's operations cannot be fully realized, the possibility that commodity prices, costs or difficulties related to the conduct of its business will be greater or lesser than expected, and the impact of competition and other risk factors relating to our industry will be greater than expected, all as detailed from time to time in Pogo's reports filed with the SEC. Pogo disclaims any responsibility to update these forward-looking statements.

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POGO ANNOUNCES PRICING OF $300 MILLION OF SENIOR SUBORDINATED NOTES