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): October 24, 2007

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)

xSoliciting 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 October 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 September 30, 2007. A copy of this press release is included herein as Exhibit 99.1 and incorporated in this Item 2.02 by reference.

(2)On October 24, 2007, certain unaudited supplemental financial and operating information concerning the Company’s results for the quarter ended September 30, 2007, 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.

*   *   *

ADDITIONAL INFORMATION

PLAINS EXPLORATION & PRODUCTION COMPANY (“PXP”) AND THE COMPANY HAVE FILED A JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE JOINT PROXY STATEMENT / PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING PXP, THE COMPANY AND THE MERGER. A DEFINITIVE JOINT PROXY STATEMENT / PROSPECTUS HAS BEEN SENT TO SECURITY HOLDERS OF PXP SEEKING THEIR APPROVAL OF THE ISSUANCE OF SHARES OF PXP STOCK TO BE USED AS MERGER CONSIDERATION AND THE COMPANY’S STOCKHOLDERS SEEKING THEIR APPROVAL OF THE MERGER. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY PXP AND THE COMPANY WITH THE SEC AT THE SEC’S WEBSITE AT WWW.SEC.GOV.

The definitive joint proxy statement/prospectus and such other documents (relating to PXP) may also be obtained for free from PXP by directing a request to Plains Exploration & Production Company, 700 Milam, Suite 3100, Houston, Texas 77002, Attention:  Joanna Pankey; Telephone:  (713) 579-6000, E-mail:  JPankey@pxp.com.

The definitive joint proxy statement/prospectus and such other documents (relating to the Company) may also be obtained for free from the Company by directing a request to Pogo Producing Company, 5 Greenway Plaza, Suite 2700, Houston, TX 77046, Attention:  Clay Jeansonne; Telephone:  (713) 297-5000, E-mail:  Jeansonc@pogoproducing.com.

PXP, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from PXP’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interest in the acquisition is contained in the joint proxy statement/prospectus on file with the SEC.  Information concerning beneficial ownership of PXP stock by its directors and certain executive officers is included in its proxy statement dated March 29, 2007 and subsequent statements of changes in beneficial ownership on file with the SEC.

The Company, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from the Company’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interest in the acquisition is contained in the joint proxy statement/prospectus on file with the SEC.  Information concerning beneficial ownership of Pogo common stock by its directors and certain executive officers is included in its proxy statement dated April 20, 2007 and subsequent statements of changes in beneficial ownership on file with the SEC.

Item 9.01  Financial Statements and Exhibits.

(d)Exhibits (Exhibits 99.2 and 99.3 are furnished pursuant to Item 2.02 and not deemed filed with the Commission).

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Exhibit Number	Description
99.1	Press Release issued October 24, 2007 regarding the quarter ended September 30, 2007 results of the Company.
99.2	Unaudited Supplemental Financial Information regarding the Company’s quarter ended September 30, 2007 results.
99.3	Unaudited Supplemental Operating Information regarding the Company’s quarter ended September 30, 2007 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: October 25, 2007	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 ANNOUNCES THIRD QUARTER 2007 RESULTS

HOUSTON, TX, October 24, 2007 — In the third quarter of 2007, Pogo Producing Company (NYSE: PPP) (“Pogo”) reported a net loss of $45.9 million, or $(0.79) per share, on revenues of $201.1 million, compared to third quarter 2006 net income of $33.3 million, or $0.58 per share, on revenues of $232.1 million. For the first nine months of 2007, Pogo’s net loss was $111.9 million, or $(1.93) per share, on revenues of $635.5 million, compared to net income for the first nine months of 2006 of $462.7 million, or $8.04 per share, on revenues of $713.3 million.  In the third quarter of 2007, Pogo reported a net loss from continuing operations (excludes results from Northrock Resources) of $0.3 million.

Discretionary cash flow in the third quarter and the first nine months of 2007 was $90.8 million and $339.0 million, respectively, compared to discretionary cash flow of $220.3 million in the third quarter and $489.3 million in the first nine months of 2006. Net cash provided by operating activities during the third quarter and the first nine months of 2007 was $89.7 million and $502.7 million, respectively, compared to $124.1 million and $462.3 million for the same time periods in 2006.

The results in the third quarter 2007 include the impact of the following items:

•Loss on the sale of Pogo’s Canadian investment of $45.6 million, which closed on August 14, 2007; and

•Recognized a $4.3 million after-tax charge for early extinguishment of Pogo’s 8¼% $200 million Senior Subordinated Notes.

PRODUCTION AND PRICES

Natural gas production from continuing operations averaged 191.3 million cubic feet per day (mmcf/d) in the third quarter 2007 and 198.8 mmcf/d in the first nine months of 2007, compared to 197.7 mmcf/d and 199.2 mmcf/d during the same time periods of 2006. Average realized natural gas prices fell to $5.46 per thousand cubic feet (mcf), down from $5.81/mcf in the same quarter last year.

Total liquids production from continuing operations, including crude oil, condensate and plant products during the third quarter and the first nine months of 2007 averaged 17,165 barrels per day (bpd) and 18,959 bpd, respectively, compared to Pogo’s average volumes of 21,025 bpd and 22,666 bpd produced during the same time periods last year. Average realized crude oil and condensate prices rose to $72.54 per barrel, up from $68.31 per barrel during the third quarter of 2006.

The decreases in natural gas and liquids production volumes from continuing operations in the 2007 periods presented above compared to the corresponding 2006 periods are primarily due to Pogo’s sale of its Gulf of Mexico, Texas panhandle and Gulf Coast properties during second quarter 2007, as well as other producing properties in 2007.

PROPOSED MERGER

As announced on July 17, 2007, Pogo entered into a definitive merger agreement to be acquired by Plains Exploration & Production Company (NYSE: PXP) in a stock and cash transaction. Under the terms of the agreement, Pogo stockholders will receive (on an aggregate basis) 0.68201 shares of PXP common stock and $24.88 of cash for each share of Pogo common stock.  Pogo stockholders will have the right to elect to receive cash or stock, subject to proration if either the cash or stock election is oversubscribed. Pogo and PXP have each scheduled November 6, 2007 as the date for their stockholder meetings to vote on the transaction. Pogo expects the merger to close promptly after the stockholder meetings if the necessary stockholder approvals are obtained.

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TENDER OFFERS AND CONSENT SOLICITATIONS FOR SENIORSUBORDINATED NOTES

                    Pogo’s previously announced consent solicitations with respect to $450 million outstanding principal amount of its 7.875% Senior Subordinated Notes due 2013 (CUSIP No. 730448 AV9), $300 million outstanding principal amount of its 6.625% Senior Subordinated Notes due 2015 (CUSIP No. 730448 AR8) and $500 million outstanding principal amount of its 6.875% Senior Subordinated Notes due 2017 (CUSIP No. 730448 AT4) (collectively, the “Notes”) expired as provided in the related offer to purchase and consent solicitation statement on October 17, 2007.  At the expiration, Pogo had not received the required number of consents to the proposed amendments to the indentures governing the Notes.  However, holders of Notes may continue to tender Notes prior to 5:00 p.m. (New York City Time) on November 5, 2007, when the tender offers will expire (unless earlier terminated or extended).  Pogo reserves the right to terminate, withdraw or amend, or waive certain aspects of, the tender offers or consent solicitations at any time, subject to applicable law.

Consummation of the tender offers or the consent solicitations is not a condition to the closing of Pogo’s pending merger with PXP.

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	Three Months Ended							Nine Months Ended
	September 30,							September 30,
	2007				2006			2007						2006
	Unaudited							Unaudited
					(Dollars in thousands, except per
					barrel and per share amounts)
Natural gas
Price per Mcf	$	5.46			$		5.81	$		6.12				$		6.29
Production (sales),
Mcf per day	191,294				197,742			198,766						199,245
Crude oil and condensate
Price per barrel	$	72.54			$		68.31	$		62.67				$		64.21
Production, barrels per day	13,290				16,535			14,767						18,125
Total liquids
Production, barrels per day	17,165				21,025			18,959						22,666
A summary of unaudited results follows, stated in thousands, except per share amounts
Revenues:
Oil and gas	$	200,311			$	228,077		$			631,233			$		708,056
Other	761				4,042			4,309						5,265
	$	201,072			$	232,119		$				635,542		$		713,321
Income (loss) from continuing operations
	$		(289	)	$	11,113		$	61,990					$		393,534
Income (loss) from discontinued
operations, net of tax	$		(45,607	)	$	22,225		$	(173,894				)	$		69,158
Net income (loss)	$	(45,896		)	$		33,388	$		(111,904			)	$	462,692
Earnings per share:
Basic-
Income (loss) from continuing
operations	$	0.00			$		0.19	$		1.07				$			6.83
Income (loss) from discontinued
operations, net of tax	$	(0.79		)	$		0.39	$		(3.00			)	$			1.21
Net Income (loss)	$	(0.79		)	$		0.58	$		(1.93			)	$			8.04
Diluted-
Income (loss) from continuing
operations	$	0.00			$		0.19	$		1.06				$			6.78
Income (loss) from discontinued
operations, net of tax	$	(0.79		)	$		0.39	$		(2.97			)	$			1.19
Net Income (loss)	$	(0.79		)	$		0.58	$		(1.91			)	$			7.97

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

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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:

	Three Months Ended								Nine Months Ended
	September 30,								September 30,
	2007				2006				2007				2006
	Unaudited								Unaudited
					(Dollars in thousands, except per barrel and per share amounts)
Net cash provided by operating activities from continuing operations	$		32,231(a	)	$		52,997		$	292,460(a		)	$		242,161
Net cash provided by operating activities from discontinued operations	57,462				71,145				210,236				220,172
Net cash provided by operating activities	89,693				124,142				502,696				462,333
Remove changes in operating assets and liabilities(b)	(5,660			)	89,675				(187,890			)	12,554
Add back exploration expenses (b)	6,734				6,437				24,191				14,395
Discretionary cash flow	$		90,767		$		220,254		$	338,997			$		489,282
Net cash provided by (used in investing activities (b)	$	1,807,771			$	(245,872		)	$		1,872,543		$	(960,172		)
Net cash provided by (used in financing activities (b)	$		(592,934	)	$		123,857		$		(1,075,249	)	$	468,310

(a)Net cash provided by operating activities from continuing operations was reduced by $62.7 million for cash taxes paid in conjunction primarily with asset sales.

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

*  *  *

Pogo Producing Company explores for, develops and produces oil and natural gas. Headquartered in Houston, Pogo owns approximately 4,700,000 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 regarding Pogo, including statements regarding the expected merger with PXP, 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 SEC and disclaims any responsibility to update these forward-looking statements.

*  *  *

PXP AND POGO HAVE FILED A DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS WITH THE SECURITIES AND EXCHANGE COMMISSION. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS IMPORTANT INFORMATION REGARDING PXP, POGO AND THE ACQUISITION. THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS HAS BEEN SENT TO SECURITY HOLDERS OF PXP SEEKING THEIR APPROVAL OF THE ISSUANCE OF SHARES OF PXP STOCK TO BE USED AS MERGER CONSIDERATION AND SECURITY HOLDERS OF POGO SEEKING THEIR APPROVAL OF THE ACQUISITION. INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED BY PXP AND POGO WITH THE SEC AT THE SEC’S WEBSITE AT http://WWW.SEC.GOV.

 THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING TO PXP) MAY ALSO BE OBTAINED FOR FREE FROM PXP BY DIRECTING A REQUEST TO PLAINS EXPLORATION & PRODUCTION COMPANY, 700 MILAM, SUITE 3100, HOUSTON, TX 77002, ATTENTION: JOANNA PANKEY; TELEPHONE: (713) 579-6000, E-MAIL: JPANKEY@PXP.COM.

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 THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS AND SUCH OTHER DOCUMENTS (RELATING TO POGO) MAY ALSO BE OBTAINED FOR FREE FROM POGO BY DIRECTING A REQUEST TO POGO PRODUCING COMPANY, 5 GREENWAY PLAZA, SUITE 2700, HOUSTON, TX 77046, ATTENTION: CLAY JEANSONNE, TELEPHONE: (713) 297-5000, E-MAIL: JEANSONC@POGOPRODUCING.COM.

PXP, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from PXP’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interest in the acquisition is contained in the joint proxy statement/prospectus on file with the SEC. Information concerning beneficial ownership of PXP stock by its directors and certain executive officers is included in its proxy statement dated March 29, 2007 and subsequent statements of changes in beneficial ownership on file with the SEC.

Pogo, its directors, executive officers and certain members of management and employees may be considered “participants in the solicitation” of proxies from Pogo’s stockholders in connection with the acquisition. Information regarding such persons and a description of their interest in the acquisition is contained in the joint proxy statement/prospectus on file with the SEC. Information concerning beneficial ownership of Pogo stock by its directors and certain executive officers is included in its proxy statement dated April 20, 2007 and subsequent statements of changes in beneficial ownership on file with the SEC.

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EX-99.2

Exhibit 99.2

Pogo Producing Company

Supplemental  Information (Unaudited) (1)

	Quarter Ended						Nine Months Ended
Financial Data	September 30						September 30
(Data in $ thousands, except per share amounts)	2007			2006			2007			2006
Revenues:
Oil and gas	$	200,311		$	228,077		$	631,233		$	708,056
Other	761			4,042			4,309			5,265
Total	201,072			232,119			635,542			713,321
Operating Expenses:
Lease operating	37,980			45,771			134,542			132,224
General and administrative	27,363			31,835			84,257			73,282
Exploration	5,586			3,092			19,588			4,766
Dry hole and impairment	7,765			32,381			59,431			68,289
Depreciation, depletion and amortization	79,476			72,065			243,432			199,321
Production and other taxes	14,000			19,632			46,947			47,624
(Gain) loss on property sales	(2,433		)	3,031			(131,915		)	(305,330		)
Other	16,696			(2,620		)	29,824			8,003
Total	186,433			205,187			486,106			228,179
Operating Income (Loss)	14,639			26,932			149,436			485,142
Interest:
Charges	(31,418		)	(41,323		)	(115,166		)	(105,612		)
Income	10,341			60			10,430			278
Capitalized	13,514			21,617			53,456			56,442
Total Interest Expense	(7,563		)	(19,646		)	(51,280		)	(48,892		)
Loss on Debt Extinguishment	(6,930		)	—			(6,930		)	—
Commodity Derivative Income (Expense)	(1,699		)	10,545			(6,346		)	6,752
Foreign Currency Transaction Gain (Loss)	(25		)	2			—			25
Income (Loss) From Operations Before Income Taxes	(1,578		)	17,833			84,880			443,027
Income Tax Expense (Benefit)	(1,289		)	6,720			22,890			49,493
Net Income from continuing operations	(289		)	11,113			61,990			393,534
Income (loss) from discontinued operations, net of tax	(45,607		)	22,225			(173,894		)	69,158
Net income (loss)	$	(45,896	)	$	33,338		$	(111,904	)	$	462,692
Basic earnings per share
Income from continuing operations	$	—		$	0.19		$	1.07		$	6.83
Income (loss) from discontinued operations	(0.79		)	0.39			(3.00		)	1.21
Basic earnings (loss) per share	$	(0.79	)	$	0.58		$	(1.93	)	$	8.04
Diluted earnings per share
Income from continuing operations	$	—		$	0.19		$	1.06		$	6.78
Income (loss) from discontinued operations	(0.79		)	0.39			(2.97		)	1.19
Diluted earnings (loss) per share	$	(0.79	)	$	0.58		$	(1.91	)	$	7.97
Weighted Average Number of Common Shares
and Potential Common Shares Outstanding:
Basic shares	58,164			57,618			58,074			57,578
Diluted shares	58,164			57,863			58,492			58,047
Discretionary Cash Flow:
Net Income (loss)	$	(45,896	)	$	33,338		$	(111,904	)	$	462,692
(Income) loss from discontinued operations, net of tax	45,607			(22,225		)	173,894			(69,158		)
Depreciation, depletion and amortization	79,476			72,065			243,432			199,321
Deferred taxes	21,848			56,440			(53,138		)	(45,814		)
Dry hole and impairment	7,765			32,381			59,431			68,289
Exploration	5,586			3,092			19,588			4,766
(Gain) loss on property sales	(2,433		)	3,031			(131,915		)	(305,330		)
Other noncash	8,137			(33,144		)	8,499			(55,029		)
Discretionary cash flow from operationsbefore changes in assets and liabilities	120,090			144,978			207,887			259,737
Discretionary cash flow from discontinued operations	(29,323		)	75,276			131,110			229,545
Total	$	90,767		$	220,254		$	338,997		$	489,282

(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				Nine Months Ended
	September 30				September 30
Operating Data	2007		2006		2007		2006
Net Natural Gas Sales (Mcf/day)
Total Natural Gas	191,294		197,742		198,766		199,245
Gas Price ($/Mcf)
Average Gas Price	$	5.46	$	5.81	$	6.12	$	6.29
Net Liquids Production (Bbl/day)
Crude & Condensate
Total Crude & Condensate	13,290		16,535		14,767		18,125
Plant Products
Total Plant Products	3,875		4,491		4,192		4,542
Total Liquids	17,165		21,025		18,959		22,666
Average Prices ($/Bbl)
Crude & Condensate
Average Crude & Cond. Prices	$	72.54	$	68.31	$	62.67	$	64.21
Average Prices ($/Bbl)
Plant Products
Average Plant Product Prices	$	43.67	$	44.88	$	40.57	$	38.85

Selected Balance Sheet Data	9/30/2007		12/31/2006
($ in 000’s)
Total Assets	$	4,870,897	$	6,971,135
Long-term Debt *	1,250,000		2,322,000
Shareholders’ Equity	2,446,750		2,567,400

*   Excludes debt discount of $2,339 at 12/31/06 and $2,171 at 09/30/07