8-K

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): June 17, 2005

POGO PRODUCING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-7792	74-1659398
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On June 17, 2005, Pogo Producing Company, a Delaware corporation (the “Company”), and Pogo Overseas Production B.V., a Netherlands company and a wholly-owned subsidiary of the Company (“Pogo Overseas”), entered into a Stock Purchase Agreement with PTTEP Offshore Investment Company Limited, a Cayman Islands company (“PTTEP Offshore”) and Mitsui Oil Exploration Co., Ltd., a Japanese company (“Mitsui”), whereby the Company and Pogo Overseas agreed to sell to PTTEP Offshore and Mitsui all of the issued and outstanding shares of Thaipo Limited, a Thailand company and a wholly-owned subsidiary of Pogo Overseas (“Thaipo”), and all of the Company’s 46.34% interest in B8/32 Partners Limited, also a Thailand company (“B8/32 Partners”), for a total purchase price of US $820 million.  The closing is expected to occur in the third quarter of 2005.

The sale of the interests in Thaipo and B8/32 Partners will effect a disposition of all of the Company’s Thailand operations, including its Thailand concession.  The Thailand concession consists of approximately 608,000 gross acres in the central portions of the Gulf of Thailand in which the Company owns a 46.34% working interest through Thaipo and B8/32 Partners.

All of PTTEP Offshore’s obligations under the stock purchase agreement are being guaranteed by its parent company, PTT Exploration and Production Company Limited, a Thailand company (“PTT Exploration”).  The majority owner of PTT Exploration is PTT Public Company Limited, the company to which all of the natural gas production from the Thailand concession is committed under a gas sales agreement with Thaipo and which maintains a monopoly over gas transmission and distribution in Thailand.

The other owners of the Thailand concession have preferential purchase rights, exercisable on or before July 19, 2005, under which they may cause the Company and Pogo Overseas to sell their interests in Thaipo and B8/32 Partners to them on the same terms provided in the stock purchase agreement.  The expiration or waiver of these rights is a condition to closing, and the stock purchase agreement contains other customary closing conditions, including obtaining approval of the Thai Department of Mineral Fuels.

The stock purchase agreement contains customary representations, warranties, covenants, indemnification provisions and termination provisions and requires that the parties submit all disputes relating to the agreement to binding arbitration.

A copy of the press release announcing the execution of the stock purchase agreement is furnished herewith as Exhibit 99.1.

The statement regarding the expected timing of the closing of the Thailand sale and all other statements in this report other than statements of historical fact are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act.  Important factors that could cause actual results to differ materially from the Company’s expectations are described above and in cautionary statements included in the Company’s other periodic filings with the SEC.

Item  9.01 Financial Statements and Exhibits

                (c)           Exhibits.

Exhibit Number	Description
99.1	Press release dated June 17, 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: June 17, 2005	By:	/s/ James P. Ulm, II
		James P. Ulm, II
		Senior Vice President and
		Chief Financial Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact: Paul G. Van Wagenen

(713) 297-5000

POGO AGREES TO SELL THAILAND OIL AND GAS ASSETS

FOR $820 MILLION; STRENGTHENS BALANCE SHEET;

WORKS ON ACQUISITIONS

HOUSTON — June 17, 2005 — Pogo Producing Company (NYSE: PPP) today announced that it has entered into a definitive agreement to sell its Thailand assets to PTTEP Offshore Investment Company Limited and Mitsui Oil Exploration Co., Ltd., in a transaction totaling $820 million in cash.  The transaction is expected to close in the third quarter of 2005, subject to customary closing conditions.

“An important strategic goal of 2005, entering into an agreement to sell our Thailand assets if the right price was offered, has been achieved,” said Paul G. Van Wagenen, Chairman and Chief Executive Officer of Pogo.  “The American Jobs Creation Act of 2004 created a unique opportunity to reassess the value and strategic fit of Pogo’s international assets. Given the current strength of the energy market, the demand for high quality international properties, and the one-time tax treatment afforded by the Act, we decided that the divestiture of our licenses in Thailand and Hungary was in the best interests of our shareholders and our company. On June 7, 2005, Pogo announced that it had agreed to sell its wholly-owned subsidiary, Pogo Hungary, Ltd., in a transaction totaling approximately $9 million.  That transaction has closed.”

Mr. Van Wagenen continued, “In January, we announced our 2005 Strategic Plan. Major components of that plan include evaluation of a sale of our assets in Thailand and Hungary; curtailment of our 2005 discretionary development drilling until the related

costs or drilling efficiencies improve; and a stock repurchase program equal to not less than $275 million nor more than $375 million of Pogo’s common stock, which, based upon recent prices, could represent approximately 9% to 12% of our outstanding shares. These strategic initiatives demonstrate Pogo’s focus on strict financial discipline and our willingness to adapt our strategy to changes in market conditions. All of these actions underscore Pogo’s clear commitment to actively manage our assets and resources to enhance long-term value for our shareholders.”

Mr. Van Wagenen concluded, “We expect to resume our discretionary development activities when the costs or drilling efficiencies have improved.  In the meantime, we will continue to repurchase shares and strengthen our balance sheet. The proceeds from the Thailand sale will be used to fund capital projects and will enable us to vigorously pursue market opportunities, including acquisitions.”

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Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns interests in 93 federal and state Gulf of Mexico lease blocks offshore from Louisiana and Texas.  Pogo also owns approximately 705,000 gross leasehold acres in major oil and gas provinces in the United States and 1,043,000 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 efficiencies, cost savings, market profile and financial strength, and the competitive ability and position of the company. 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 and other 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 Securities and Exchange Commission. Pogo disclaims any responsibility to update these forward-looking statements.