8-K

UNITED STATES
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): April 24, 2007

POGO PRODUCING COMPANY

(Exact name of registrant as specified in its charter)

Delaware	1-7792	74-1659398
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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; Item 7.01 Regulation FD Disclosure.

(1)On April 24, 2007, 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 March 31, 2007 and the Company’s strategic alternatives process. A copy of this press release is included herein as Exhibit 99.1 and incorporated by reference into Items 2.02 and 7.01.

(2)On April 24, 2007, certain unaudited supplemental financial and operating information concerning the Company’s results for the quarter ended March 31, 2007, updated guidance regarding certain 2007 items and a non-GAAP impairment reconciliation, were placed on the Company’s website at www.pogoproducing.com. A copy of the four supplemental schedules are included herein as Exhibits 99.2, 99.3, 99.4 and 99.5, and are incorporated by reference into Items 2.02 and 7.01.

The information being furnished pursuant to Item 2.02 and Item 7.01 of this Form 8-K and in the exhibits hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits.

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

Exhibit Number	Description
99.1	Press Release issued April 24, 2007 regarding the quarter ended March 31, 2007 results of Pogo Producing Company (the “Company”)
99.2	Unaudited Supplemental Financial Information regarding the Company’s quarter ended March 31, 2007 results
99.3	Unaudited Supplemental Operating Information regarding the Company’s quarter ended March 31, 2007 results
99.4	2007 Updated Guidance
99.5	Non-GAAP Impairment Reconciliation

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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: April 24, 2007	By:	/s/ James P. Ulm, II
		Name:	James P. Ulm, II
		Title:	Senior Vice President and Chief Financial Officer

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Exhibit Index

Exhibit Number	Description
99.1	Press Release issued April 24, 2007 regarding the quarter ended March 31, 2007 results of the Company
99.2	Unaudited Supplemental Financial Information regarding the Company’s quarter ended March 31, 2007 results
99.3	Unaudited Supplemental Operating Information regarding the Company’s quarter ended March 31, 2007 results
99.4	2007 Updated Guidance
99.5	Non-GAAP Impairment Reconciliation

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EX-99.1

Exhibit 99.1

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

CHARGES TO INCOME LEAD TO POGO’S FIRST QUARTER NET LOSS;

VERY ACTIVE FIRST QUARTER DRILLING PROGRAM YIELDS SUCCESSES;

STRATEGIC ALTERNATIVES BEING ACTIVELY CONSIDERED;

PROPERTY DISPOSITIONS NOTED;

Quarterly Dividend Declared

HOUSTON, TX — April 24, 2007 — In the first quarter of 2007, Pogo Producing Company (“PPP” — NYSE) reported a net loss of  ($21,195,000), or ($0.37) per share, on revenues of $351,406,000, compared to first quarter 2006 net income of $67,471,000, or $1.18 per share, on revenues of $373,538,000.  Discretionary cash flow in the first quarter of 2007 was $163,574,000, down from $192,261,000 in the same quarter of 2006.  Net cash provided by operating activities during the first quarter was $247,854,000, up 3% from $240,415,000 in the first quarter of 2006.

Pogo’s Chairman and Chief Executive Officer, Paul G. Van Wagenen said, “An unusual series of non-cash events negatively impacted Pogo’s first quarter earnings.  An assortment of unproducing Canadian leases reached the end of their terms and are being relinquished, thereby requiring a charge against earnings for cumulative historic costs of about $22 million.  Also, Pogo’s advantageous first quarter sale of certain marginal Gulf Coast area properties required the expensing of excess noncash book costs attributable to those properties of about $33 million.  Those losses, when combined with usual quarterly lease impairments and dry hole costs

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of about $16 million, resulted in negative first quarter net income.  Other than these book losses, Pogo’s first quarter was very active and, measured by successful drilling, very promising.”

PRODUCTION AND PRICES

First quarter 2007 natural gas production was 286.0 million cubic feet per day (mmcf/d), up from 282.2 mmcf/d produced on an average daily basis during the first quarter of 2006.  Natural gas prices fell from $7.31 per thousand cubic feet (mcf) to $6.59/mcf over that same time period.  Total liquids production, including crude oil, condensate and plant products, averaged 34,722 barrels per day (bopd) during the first quarter of 2007, down 12% from 39,561 bpd in the first quarter one year ago.  Crude oil and condensate prices rose to $51.14 per barrel, up 3% from $49.83 per barrel during the first quarter of 2006.

FIRST QUARTER OPERATIONS

Operationally, Pogo enjoyed a very active and successful first quarter.  The Company drilled 97 wells, completing 89 of them as producers, a success rate of 92%.

The Gulf Coast region recorded 12 first quarter successes in 13 drills.  Five new first quarter Lower Asche and Lobo producers at the Los Mogotes field in Zapata County, Texas, and three similar wells in the neighboring Hundido and South Hundido areas, brings Pogo’s drilling success in this south Texas vicinity to over 175 producing wells drilled during the last few years.

Pogo’s new Barnett shale play in Jack and Wise Counties, Texas, included a first quarter producer, the Billie Yates 1-H, which tested 0.7 mmcf/d and 100 bopd.  The nearby Cap Yates No. 2 has also been drilled and is now temporarily abandoned while the Cap Yates 1-H is being drilled.

In the 100%-owned Bakken shale play in Williamson County, North Dakota, Pogo’s initial well, the Pegasus 1-17H, has been drilled and fracture stimulated and will be tested within the

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next two weeks.  Meanwhile, the Pegasus 2-17H has been drilled and will be fracture stimulated in four stages and production tested very soon.

Pogo’s 50%-owned New Albany shale play in Indiana saw first quarter drilling of three more wells including the three pronged horizontal Eaton well, which now has been tested at 1.1 mmcf/d.  As many as 20 wells in Indiana are planned by Pogo and its partner for 2007.

In Polk and Tyler Counties, Texas, Pogo tested and brought on stream a few weeks ago the Blackstone Minerals Batson well.  It is currently producing about 3.4 mmcf/d and 1,325 bopd from the Austin Chalk formation.  The Wilburn well in the same play is currently drilling a Northward lateral to a horizontal distance of approximately 6,000 feet, and another well in this interesting new play, the Blackstone Minerals Carter, is already drilling.

In the Permian Basin and Texas panhandle areas, Pogo drilled 40 first quarter wells, logging 36 successes.  Some 46 more wells in the region were being drilled, completed or tested as the quarter ended.  Notable successes included the Loving County, Texas, Haley field Walsh & Watts 83-1, 88%-owned, which logged an Atoka formation success at 16,750 feet subsurface.  Some seven weeks after coming on production, this well is steadily and impressively producing at a rate of 6.5 mmcf/d.  Another well in this same Haley field is budgeted for later this year.

In the Hemphill County, Texas, Marvin Lake area, Pogo’s 100%-owned Hanson 29-1 well tested at a rate of 1.8 mmcf/d and 25 bopd during the first quarter.  Dozens more of these Granite Wash wells are already planned.

In Eddy County, New Mexico, the first quarter Lost Tank 4-20 deep well is producing 2.1 mmcf/d and 180 bopd and the Lost Tank 3-23 well tested at 2.3 mmcf/d and 142 bopd.

Eight predominantly Lower Fort Union tests were drilled during the quarter in the outstanding Madden field in central Wyoming, which is approximately 14% Pogo-owned, resulting in seven Madden successes during the first quarter.

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In Canada, Pogo, through its wholly-owned subsidiary, Northrock Resources, drilled 36 first quarter wells and logged 34 successes.  The heaviest activity was in the Ferrier/Sunchild/ O’Chiese area in Alberta with 16 first quarter wells.  The Ferrier 6-4-46-10W5, 100%-owned, tested four commingled zones at 2.3 mmcf/d and 70 bopd.  The 75%-owned Ferrier 4-11-44-10W5 tested at 3.5 mmcf/d and 125 bopd.  The 45%-owned Ferrier 13-23-44-10W5 tested at a rate of 4.7 mmcf/d and 210 bopd.

The exciting Tay River area Leduc reef test, Pogo’s 75%-owned 10-30 well, is drilling presently at about 13,000 feet subsurface on the way to a total depth of almost 17,000 feet.  Completion and testing of a potentially successful Tay River well could happen as early as June.

STRATEGIC UPDATE

The Company noted that it achieved several significant milestones with respect to its previously announced strategic alternatives process and other previously announced initiatives to enhance shareholder value, including:

·the sale of certain non-core properties located in the Gulf Coast region representing approximately 2,400 barrels of oil equivalent production per day (boepd) and 28 billion cubic feet of natural gas equivalent (Bcfe) of estimated proven reserves (as of year-end 2006), for approximately $102 million;

·the execution of a definitive agreement to sell certain properties located in the Gulf of Mexico representing approximately 7,200 boepd of production and 120 Bcfe of estimated proven reserves, for approximately $420 million.  This transaction would represent an exit from Pogo’s Gulf of Mexico operations;

·the initiation of a sales process related to the potential sale of some or all of the Company’s Canadian assets.  A data room is expected to open during the second quarter of 2007; and

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·the receipt of bids and the negotiation of a definitive agreement for the sale of 40 Bcfe of estimated proven reserves in the Texas Panhandle region; and the receipt of indications of interest for certain other non-core properties in the Permian Basin region.

The Company further noted that its strategic alternatives process, which includes the possible sale or merger of Pogo, the sale of its Canadian or other significant assets, and changes to the company’s business plan, is ongoing.  The Company continues to work with Goldman, Sachs & Co. and TD Securities Inc. as financial advisors and Jefferies Randall & Dewey as transaction advisor for the process.  There is no assurance that the exploration of strategic alternatives will result in any further transaction, and Pogo does not expect to make further public comment regarding any such transaction unless and until it enters into a definitive agreement or agreements.

QUARTERLY DIVIDEND DECLARED

The Board of Directors has declared a cash dividend of $0.075 (seven and one-half cents) per share of common stock, to be paid on May 25, 2007 to shareholders of record on May 11, 2007.

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	Three Months Ended
	March 31,
	2007			2006
Natural gas
Price per Mcf	$	6.59		$	7.31
Production (sales), Mcf per day	286,043			282,204
Crude oil and condensate
Price per barrel	$	51.14		$	49.83
Production, barrels per day	28,946			33,385
Total liquids
Production, barrels per day	34,722			39,561
A summary of unaudited results follows, stated in thousands, except per share amounts:
Revenues:
Oil and gas	$	321,210		$	354,467
Other	30,196			19,071
	$	351,406		$	373,538
Net income (loss)	$	(21,195	)	$	67,471
Earnings (loss) per share:	$	(0.37	)	$	1.18
Basic -	$	(0.37	)	$	1.16
Diluted -

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	$	247,854		$	240,415
Remove changes in operating assets and liabilities	(93,858		)	(50,840		)
Add back exploration expenses	9,578			2,686
Discretionary cash flow	$	163,574		$	192,261
Net cash used in investing activities	$	(239,685	)	$	(198,131	)
Net cash used in financing activities	$	(13,360	)	$	(76,541	)

* * *

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Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns approximately 5,100,000 gross leasehold acres in major oil and gas provinces in North America, 6,354,000 acres in New Zealand and 1,480,000 acres in Vietnam. Pogo common stock is listed on the New York Stock Exchange under the symbol “PPP.”

This release includes statements of current expectations that constitute 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 cannot be fully realized. Pogo discusses risks and uncertainties associated with its business in reports it files with the Securities and Exchange Commission and disclaims any responsibility to update these forward-looking statements.

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EX-99.2

Exhibit 99.2

Pogo Producing Company

Supplemental  Information (Unaudited) (1)

	Quarter Ended
Financial Data	March 31
(Data in $ thousands, except per share amounts)	2007			2006
Revenues:
Oil and gas	$	321,210		$	354,467
Gain (loss) on property sales	2,311			(23		)
Other	27,885			19,094
Total	351,406			373,538
Operating Expenses:
Lease operating	67,495			57,147
General and administrative	34,711			28,650
Exploration	9,578			2,686
Dry hole and impairment	71,749			25,634
Depreciation, depletion and amortization	133,877			110,136
Production and other taxes	20,041			13,507
Natural gas purchases	24,834			17,860
Other	7,535			7,621
Total	369,820			263,241
Operating Income (Loss)	(18,414		)	110,297
Interest:
Charges	(42,973		)	(28,324		)
Income	456			474
Capitalized	19,405			16,178
Total Interest Expense	(23,112		)	(11,672		)
Loss on Debt Extinguishment	-			-
Commodity Derivative Income (Expense)	(3,106		)	3,313
Foreign Currency Transaction Gain (Loss)	861			(204		)
Income (Loss) From Operations Before Income Taxes	(43,771		)	101,734
Income Tax Expense (Benefit)	(22,576		)	34,263
Net income	$	(21,195	)	$	67,471
Basic earnings (loss) per share	$	(0.37	)	$	1.18
Diluted earnings (loss) per share	$	(0.37	)	$	1.16
Weighted Average Number of Common Shares and Potential Common Shares Outstanding:
Basic shares	57,701			57,334
Diluted shares	57,701			57,953
Discretionary Cash Flow:
Net Income (loss)	$	(21,195	)	$	67,471
Depreciation, depletion and amortization	133,877			110,136
Deferred taxes	(26,049		)	1,042
Dry hole and impairment	71,749			25,634
Exploration	9,578			2,686
(Gain) loss on property sales	(2,311		)	23
Other noncash	(2,075		)	(14,731		)
Discretionary cash flow from operations before changes in assets and liabilities	163,574			192,261
Total	$	163,574		$	192,261

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

EX-99.3

Exhibit 99.3

Pogo Producing Company

Supplemental  Information (Unaudited)

	Quarter Ended
	March 31
Operating Data	2007		2006
Net Natural Gas Sales (Mcf/day)
Domestic	206,043		207,693
Canada	80,000		74,511
Total Natural Gas	286,043		282,204
Gas Price ($/Mcf)
Domestic	$	6.45	$	7.13
Canada	$	6.96	$	7.82
Average Gas Price	$	6.59	$	7.31
Net Liquids Production (Bbl/day)
Crude & Condensate
Domestic	15,690		19,274
Canada	13,256		14,111
Total Crude & Condensate	28,946		33,385
Plant Products
Domestic	4,337		4,998
Canada	1,439		1,178
Total Plant Products	5,776		6,176
Total Liquids	34,722		39,561
Average Prices ($/Bbl)
Crude & Condensate
Domestic	$	54.88	$	54.60
Canada	$	46.72	$	43.29
Average Crude & Cond. Prices	$	51.14	$	49.83
Average Prices ($/Bbl)
Plant Products
Domestic	$	35.09	$	33.38
Canada	$	34.94	$	38.50
Average Plant Product Prices	$	35.05	$	34.37

Selected Balance Sheet Data
($ in 000's)	3/31/2007		12/31/2006
Total Assets	$	6,946,209	$	6,971,135
Long-term Debt *	2,311,000		2,322,000
Shareholders' Equity	2,558,286		2,567,400

*Excludes debt discount of $2,339 at 12/31/06 and $2,284 at 03/31/07

EX-99.4

Exhibit 99.4

2007 Updated Guidance

April 24, 2007

The table below provides the Company's estimated ranges of certain expected results for the year ending December 31, 2007.  The estimated ranges, or guidance, is forward-looking, and actual results may differ materially.  Unless otherwise indicated  this guidance does not take into account the potential effect of any strategic transaction or change to the Company's business plan that may occur.  Please refer to the discussion that follows the table for further information regarding factors that may affect the projected ranges or actual results.

The substantial majority of the revision to previous guidance is associated with the recently announced property divestitures.  Production guidance was also impacted by shutdowns at a third party gas plant and refinery.

	Updated
	2007 Guidance
Total Production BOE/day	75,000			-	78,000
Costs
LOE/Mcfe	$	1.30		-	$	1.50
Production and Other Taxes/Mcfe	$	0.30		-	$	0.50
G&A/Mcfe	$	0.60		-	$	0.80
DD&A/Mcfe	$	3.00		-	$	3.25
Transportation & Other/Mcfe	$	0.10		-	$	0.15
Exploration Expenses	$	30.00		-	$	40.00		MM
Dry Hole & Impairment Expenses	$	120.00		-	$	130.00		MM
Tax Rate	(15		%)	-	15		%
Interest Expense	$	150.00		-	$	160.00		MM
Capitalized Interest (portion of interest capitalized)	50		%	-	60		%
Deferred Taxes (portion of book taxes deferred)	25		%	-	50		%
Pricing Differentials (1)
Domestic Gas Differential vs. NYMEX	$	(0.25	)	-	$	(0.75	)	per mcf
Domestic Oil Differential vs. NYMEX	$	(2.00	)	-	$	(2.50	)	per bbl
Canada Gas Differential vs. NYMEX	$	(0.50	)	-	$	(0.75	)	per mcf
Canada Oil Differential vs. NYMEX	$	(16.00	)	-	$	(18.00	)	per bbl

(1)Before hedging impact

The guidance provided above constitutes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.  Important factors that could cause actual results to differ materially from the Company's expectations ("Cautionary Statements ") are disclosed in the Company's filings with the Securities and Exchange Commission (the "Commission").  The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of the factors set forth below and the risk factors described in the Company's filings with the Commission.  These factors include:

·strategic transactions, including the sale of part or all of the Company, or changes to the

·Company's business plan, that may result from its strategic alternatives process

·the cyclical nature of the oil and natural gas industries

·the availability of oilfield services

·the Company’s ability to successfully and profitably find, produce and market oil and gas

·uncertainties associated with the United States and worldwide economies

·current and potential governmental regulatory actions in countries where the Company operates

·substantial competition from larger companies

·the Company’s ability to implement cost reductions

·the Company’s ability to acquire and integrate oil and gas reserves

·operating interruptions (including leaks, explosions, fires, mechanical failure, unscheduled downtime, transportation interruptions, and spills and releases and other environmental risks)

·fluctuations in foreign currency exchange rates in areas of the world where the Company conducts operations

·covenant restrictions in the Company’s debt agreements

Many of these factors are beyond the Company’s ability to control or predict. Management cautions against putting undue reliance on forward-looking statements.

EX-99.5

Exhibit 99.5

Earnings without the effects of these items are presented because they affect the comparability of operating results from period to period. In addition, management believes this presentation is useful to securities analysts and investors in assessing the Company’s results. This measure should not be considered an alternative to net income, as defined by GAAP, nor as a measure of financial performance under GAAP.

	Three Months Ended
	March 31, 2007
Net income	$	(21,195	)
After-tax impairment related to Gulf Coast Sales Package	21,694
After-tax impact of impairment of Canadian leases	15,099
Earnings stated without the effect of the above items	$	15,598
Basic Shares Outstanding	57,701