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): July 26, 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:

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 2.02  Results of Operations and Financial Condition.

(1)On July 26, 2005, a press release was issued by Pogo Producing Company (the "Company") and also made available through the Company’s website at www.pogoproducing.com. The press release contains information concerning the Company’s unaudited financial and operating results for the quarter ended June 30, 2005. A copy of this press release is included herein as Exhibit 99.1 and incorporated in this Item 2.02 by reference.

(2)On July 26, 2005, certain unaudited supplemental financial and operating information concerning the Company’s results for the quarter ended June 30, 2005, were placed on the Company’s website at www.pogoproducing.com. A copy of the two supplemental schedules are included herein as Exhibits 99.2 and 99.3 and are incorporated in this Item 2.02 by reference.

Item 9.01  Financial Statements and Exhibits.

(c)Exhibits (furnished pursuant to Item 2.02 and not deemed filed with the Commission).

Exhibit Number	Description
99.1	Press Release issued July 26, 2005 regarding the quarter ended June 30, 2005 results of the Company.
99.2	Unaudited Supplemental Financial Information regarding the Company’s quarter ended June 30, 2005 results.
99.3	Unaudited Supplemental Operating Information regarding the Company’s quarter ended June 30, 2005 results.

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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: July 26, 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’S SECOND QUARTER NET INCOME UP 59% FROM LAST YEAR;

THAILAND DISPOSITION, NORTHROCK ACQUISITION

BOTH EXPECTED TO CLOSE IN THIRD QUARTER;

2005 CAPITAL BUDGET INCREASED $180 MILLION, TO $525 MILLION—

DRILLING PACE TO ACCELERATE SHARPLY;

Quarterly Dividend Declared

HOUSTON, TX – July 26, 2005 – Pogo Producing Company (“PPP” – NYSE) recorded second quarter 2005 net income of $103,439,000, or $1.71 per share, on revenues of $274,564,000, up 59% from Pogo’s net income in the second quarter of 2004, which totaled $65,189,000, or $1.02 per share, on revenues of $250,697,000.  For the first half of 2005, Pogo’s net income was $162,675,000, or $2.63 per share, on revenues of $541,716,000, compared to first half 2004 net income of $136,829,000, or $2.15 per share, on revenues of $485,830,000.  The revenues, production rates and price amounts for each time period presented in this release exclude Pogo’s oil and gas activities in the Kingdom of Thailand.  Those operations have been contracted for sale and, therefore, must be classified as discontinued operations according to the accounting rules.

Discretionary cash flow in the second quarter and the first half of 2005 was $191,881,000 and $413,041,000, respectively, compared to discretionary cash flow of $200,034,000 in the second quarter and $377,811,000 in the first half of 2004.  Net cash provided by operating activities during the second quarter and first half of 2005 was $173,655,000 and $437,333,000, respectively, compared to $127,188,000 and $348,257,000 for the same time periods in 2004.

Pogo’s Chairman and Chief Executive Officer, Paul G. Van Wagenen, said, “Pogo is turning a new page in its very successful history with the pending sale of its Thailand assets, and the pending acquisition of Northrock Resources in western Canada.  We see this transition providing Pogo the basis for significant and continuing growth in both reserves and production.  We know these Canadian properties being acquired, and we believe that geoscientific expertise plus precisely targeted applications of sufficient capital can yield some impressive results for the next several years.  We are excited about the opportunity. “

GAS PRODUCTION UP WHILE OIL PRODUCTION DROPS; ENERGY PRICES RISE

Second quarter 2005 domestic liquids production, including crude oil, condensate and plant products, dropped to an average of 30,450 barrels per day, compared to Pogo’s domestic volumes of 39,079 barrels per day produced in the second quarter of 2004.

This decline in second quarter oil volumes was slightly offset by increased domestic natural gas production, averaging 254.5 million cubic feet per day (mmcf/d), up from 249.3 mmcf/d in the same quarter one year ago.

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Prices for both natural gas and oil were higher in the quarter just ended.  Second quarter domestic oil and condensate prices rose to $46.62 per barrel, from $34.76 per barrel for the same quarter of 2004.  Domestic natural gas prices climbed to an average of $6.48 per thousand cubic feet (mcf) in the second quarter of 2005, from $5.79/mcf received during the same quarter last year.

SECOND QUARTER OPERATIONS

Despite Pogo’s voluntary postponement of discretionary development drilling during the quarter, Pogo still participated in 78 gross wells during the second quarter, 74 of which were successfully completed as producers.  Some two dozen additional wells were being drilled as the quarter came to a close.  Most of the second quarter drilling activity was situated in the western United States.

The 100% Pogo-owned Britt Caldwell 4-15 well in Wheeler County, Texas encountered three different pay horizons in the Atoka, the Atoka Wash and the Granite Wash intervals, testing at a combined daily rate of about 6 mmcf/d.  Pogo plans to commingle those three pay zones.  Several other wells in the same area are now budgeted.  The 89% Pogo-owned Stiles 6-25, a similar discovery in the same geographic area, tested at a rate of 1.4 mmcf/d from the Lower Atoka Wash between 15,400 feet and 15,750 feet subsurface.  Atoka and Granite Wash intervals also were encountered uphole in the Stiles well and will be tested.

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In Eddy County, New Mexico, the 53%-owned and Pogo operated Lakewood 15 No. 1 well tested 174 barrels of oil and 122 mcf/d.  Pogo owns 6,900 leasehold acres in the discovery area, and several stepout wells are being planned.

In Madden Field, Wyoming, eight new Lower Fort Union producers were drilled during the quarter.  Pogo owns approximately 14% of the Madden Field.  The anticipated 20,600 feet deep Frontier horizon test well, the Frontier 1-4, has begun drilling.  It will take about seven months to reach its target depth but, if successful, could set up many more wells targeting the same prospective horizon.

DISPOSITIONS AND ACQUISITIONS

Pogo’s Thailand assets were opportunistically shopped this year given the ability to take advantage of lower statutory tax rates available in 2005 for repatriated international assets.  The price offered was acceptable to Pogo, and a binding stock purchase agreement was executed.  Pogo’s joint venture partners have waived their contractual preferential rights to purchase, and the sale can be closed after final governmental approvals are secured, which is expected to occur in the next few weeks.  Pogo’s Hungary assets have been sold and that sale is final.

Governmental approvals of Pogo’s Northrock Resources acquisition are apace.  If all goes according to plan, it should close in the third quarter.  A vigorous fourth quarter 2005 and full-year 2006 drilling program could lead to a noticeable upturn in production volumes.

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COMMON STOCK REPURCHASES

Pogo’s common stock repurchase program, announced in January, is still ongoing.  The Board of Directors authorized share repurchases totaling not less than $275 million nor more than $375 million.  To date, that program has reached $236 million, representing slightly more than five million shares.  Repurchases will continue.

DEVELOPMENT DRILLING SET TO ACCELERATE

In light of high drilling and service rates and cost inefficiencies attendant with available drilling crews, Pogo elected, during the first half of this year, to postpone purely discretionary development drilling.  Drilling costs remain high but drilling efficiencies have improved, and energy prices have continued to rise, offering better calculated rates-of-return on Pogo’s high quality development drilling projects.

The drilling slow-down was initially projected to last throughout 2005, postponing the drilling of some 210 wells.  Resumption of aggressive drilling in the second half of this year will add back 75 of those postponed wells during the last half of this year, spread across all domestic divisions.  Some 40 Canadian wells will be budgeted for the final quarter of this year if the Northrock acquisition closes, on schedule, by the end of the third quarter.

CURRENT YEAR CAPITAL BUDGET INCREASED BY 52%

Pogo’s Board of Directors today authorized a $180 million (52%) increase in the 2005 capital and exploration budget, bringing it to $525 million.

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Mr. Van Wagenen said, “Every operating division of the company will share in the added funding, however, a significant piece of the additional capital will be directed toward expedited drilling of discretionary development wells that had been postponed.  The year-over-year crude oil production downturn can be attributed to normal reservoir depletion, particularly in the high-volume fields in the Gulf of Mexico.  An aggressive first half development drilling program would have, we estimate, resulted in an incremental addition of at least 3,000 barrels of equivalent oil production per day in the second quarter numbers just reported.  We intend to recapture that upward momentum.”

QUARTERLY DIVIDEND DECLARED

The Board of Directors today declared a dividend of $0.0625 (six and one-quarter cents) per share of common stock to be paid August 26, 2005, to shareholders of record as of August 12, 2005.

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	Three Months Ended June 30,					Six Months Ended June 30,
	2005		2004			2005		2004
Natural gas
Price per Mcf	$	6.48	$	5.79		$	6.22	$	5.64
Production (sales), Mcf per day	254,506		249,261			256,670		239,879
Crude Oil and Condensate
Price per barrel	$	46.62	$	34.76		$	45.19	$	35.01
Production, barrels per day	26,303		34,403			26,448		34,228
Total liquids
Production, barrels per day	30,450		39,079			30,521		38,822
A summary of unaudited results follows, stated in thousands, except per share amounts
Revenues:
Oil and gas	$	274,044	$	250,479		$	528,106	$	485,130
Other	520		218			13,610		700
	$	274,564	$	250,697		$	541,716	$	485,830
Income from continuing operations	$	73,978	$	67,080		$	113,487	$	133,781
Income (loss) from discontinued operations, net of tax	29,461		(1,891		)	49,188		3,048
Net income	$	103,439	$	65,189		$	162,675	$	136,829
Earnings (loss) per share:
Basic-
Income from continuing operations	$	1.23	$	1.05		$	1.83	$	2.10
Income (loss) from discontinued operations, net of tax	0.48		(0.03		)	0.80		0.05
Net Income	$	1.71	$	1.02		$	2.63	$	2.15
Diluted-
Income from continuing operations	$	1.22	$	1.04		$	1.82	$	2.08
Income (loss) from discontinued operations, net of tax	0.48		(0.03		)	0.78		0.05
Net Income	$	1.70	$	1.01		$	2.60	$	2.13

Discretionary cash flow is presented because of its wide acceptance as a financial indicator of a company’s ability to internally fund exploration and development activities and to service or incur debt.  This measure is widely used by investors and professional research analysts in the valuation, comparison, rating and investment recommendations of companies within the oil and gas exploration and production industry.  Management also views the non-GAAP measure of discretionary cash flow as a useful tool for comparisons of the Company’s financial indicators with those of peer companies that follow the full cost method of accounting.  Discretionary cash flow is a financial measure that is not calculated in accordance with generally accepted accounting principles (“GAAP”) and should not be considered as an alternative to net cash provided by operating activities, as defined by GAAP, or as a measure of financial performance or liquidity under GAAP.  The Company defines discretionary cash flow as net cash provided by operating activities before changes in operating assets and liabilities and exploration expenses.  Other companies may define discretionary cash flow differently.

A reconciliation to net cash provided by operating activities is as follows:

Net cash provided by operating activities from continuing operations	$	141,999		$	107,533		$	332,452		$	284,057
Net cash provided by operating activities from discontinued operations	31,656			19,655			104,881			64,200
Net cash provided by operating activities	173,655			127,188			437,333			348,257
Remove changes in operating assets and liabilities (a)	14,824			67,930			(38,979		)	16,167
Add back exploration expenses (a)	3,402			4,916			14,687			13,387
Discretionary cash flow	$	191,881		$	200,034		$	413,041		$	377,811
Net cash used in investing activities (a)	$	(121,933	)	$	(109,963	)	$	(177,872	)	$	(244,387	)
Net cash used in financing activities (a)	$	(40,167	)	$	(7,540	)	$	(103,100	)	$	(104,907	)

(a) Includes activities from both continuing and discontinued operations.

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***

Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns interests in 89 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, including but not limited to any reserves projections, 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.

There will be a financial analyst telephone conference call on Tuesday, July 26, 2005 at 1:30 p.m. CDT.  The call can be monitored through a live broadcast via the World Wide Web at

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www.pogoproducing.com.  A rebroadcast will be available at that website through October 24, 2005.  Microsoft Media Player is required to access the webcast.  It can be downloaded from www.microsoft.com/windows/windowsmedia/.

—30—

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EX-99.2

Exhibit 99.2

Pogo Producing Company

Supplemental Information (Unaudited) (1)(2)

	Quarter Ended				Six Months Ended
Financial Data	June 30,				June 30,
(Data in $ thousands, except per share amounts)	2005		2004		2005		2004
Revenues:
Oil and gas	274,044		250,479		528,106		485,130
Other	520		218		13,610		700
Total	274,564		250,697		541,716		485,830
Operating Expenses:
Lease operating	33,464		22,864		62,185		46,333
General and administrative	18,320		14,674		37,045		29,843
Exploration	3,319		4,836		14,498		13,290
Dry hole and impairment	6,502		5,027		53,857		7,423
Depreciation, depletion and amortization	67,923		66,210		138,381		129,209
Production and other taxes	14,190		10,009		25,366		17,759
Transportation and other	4,409		4,760		10,248		9,642
Total	148,127		128,380		341,580		253,499
Operating Income	126,437		122,317		200,136		232,331
Interest:
Charges	(13,850	)	(6,627	)	(24,061	)	(16,071	)
Income	1,369		86		2,186		204
Capitalized	2,713		3,468		4,910		8,016
Total Interest Expense	(9,768	)	(3,073	)	(16,965	)	(7,851	)
Loss on Debt Extinguishment	—		(10,893	)	—		(10,893	)
Foreign Currency Transaction Gain (Loss)	(8	)	(1	)	2		(3	)
Income from continuing operations before income taxes	116,661		108,350		183,173		213,584
Income tax expense	42,683		41,270		69,686		79,803
Net Income from continuing operations	73,978		67,080		113,487		133,781
Income (loss) from discontinued operations, net of tax	29,461		(1,891	)	49,188		3,048
Net income	103,439		65,189		162,675		136,829
Basic earnings per share
Income from continuing operations	1.23		1.05		1.83		2.10
Income (loss) from discontinued operations	0.48		(0.03	)	0.80		0.05
Basic earnings per share	1.71		1.02		2.63		2.15
Diluted earnings per share
Income from continuing operations	1.22		1.04		1.82		2.08
Income (loss) from discontinued operations	0.48		(0.03	)	0.78		0.05
Diluted earnings per share	1.70		1.01		2.60		2.13
Weighted Average Number of Common Shares and Potential Common Shares Outstanding:
Basic shares	60,342		63,738		61,925		63,703
Diluted shares	60,909		64,333		62,489		64,273
Discretionary Cash Flow:
Net Income	103,439		65,189		162,675		136,829
(Income) loss from discontinued operations, net of tax	(29,461	)	1,891		(49,188	)	(3,048	)
Depreciation, depletion and amortization	67,923		66,210		138,381		129,209
Deferred Taxes	(2,192	)	8,993		(9,057	)	4,898
Dry Hole and Impairment	6,502		5,027		53,857		7,423
Exploration	3,319		4,836		14,498		13,290
Gains on Property Sales	—		(37	)	(250	)	(268	)
Capitalized Interest	(2,713	)	(3,468	)	(4,910	)	(8,016	)
Other Noncash	2,849		13,104		6,824		14,858
Net cash provided by continuing operations before changes in assets and liabilities	149,666		161,745		312,830		295,175
Discretionary cash flow of discontinued operations	42,215		38,289		100,211		82,636
Total	191,881		200,034		413,041		377,811

(1) Supplemental Information should be read in conjunction with Pogo’s Quarterly Earnings Release.

(2) Results from continuing operations exclude activities from Thailand and Hungary.

EX-99.3

Exhibit 99.3

Pogo Producing Company

Supplemental Information (Unaudited)

Continuing Operations**

	Quarter Ended				Six Months Ended
	June 30,				June 30,
Operating Data	2005		2004		2005		2004
Net Natural Gas Sales (Mcf/day)	254,506		249,261		256,670		239,879
Gas Price ($/Mcf)	$	6.48	$	5.79	$	6.22	$	5.64
Net Liquids Production (Bbl/day)
Crude & Condensate	26,303		34,403		26,448		34,228
Plant Products	4,147		4,676		4,073		4,594
Total Liquids	30,450		39,079		30,521		38,822
Average Prices ($/Bbl)
Crude & Condensate	$	46.62	$	34.76	$	45.19	$	35.01
Plant Products	$	33.00	$	24.41	$	30.83	$	24.91

Selected Balance Sheet Data

($ in 000’s)	6/30/2005		12/31/2004
Total Assets	$	3,515,237	$	3,481,109
Long-term Debt *	883,000		755,000
Shareholders’ Equity	1,656,133		1,727,895
Working Capital	209,932		165,391

* Excludes debt discount of $2,646 at 6/30/05

** Results from continuing operations exclude activities related to Thailand.