Request for Withdrawal

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqdAHPbAoMEqCwqcxYMur5VaT60oZIPnLi49gNHw6TgfhKyVyvn8eizgizmXG2Hm SPqUSZCEwSkJeJ00W5uBYw== 0001193125-07-251939.txt : 20071121 0001193125-07-251939.hdr.sgml : 20071121 20071121124944 ACCESSION NUMBER: 0001193125-07-251939 CONFORMED SUBMISSION TYPE: RW PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071121 DATE AS OF CHANGE: 20071121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POGO PRODUCING CO CENTRAL INDEX KEY: 0000230463 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 741659398 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: RW SEC ACT: SEC FILE NUMBER: 333-60800 FILM NUMBER: 071262336 BUSINESS ADDRESS: STREET 1: 5 GREENWAY PLAZA STE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252-0504 BUSINESS PHONE: 7132975000 MAIL ADDRESS: STREET 1: 5 GREENWAY PLAZA SUITE 2700 STREET 2: P O BOX 2504 CITY: HOUSTON STATE: TX ZIP: 77252 FORMER COMPANY: FORMER CONFORMED NAME: PENNZOIL OFFSHORE GAS OPERATORS INC /TX/ DATE OF NAME CHANGE: 19600201 RW 1 drw.htm REQUEST FOR WITHDRAWAL Request for Withdrawal

Pogo Producing Company LLC

700 Milam, Suite 3100

Houston, TX 77002

November 21, 2007

Via Edgar

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

Pogo Producing Company

Registration Statement on Form S-3, File No. 333-60800

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Pogo Producing Company LLC (as successor registrant to Pogo Producing Company) (“Pogo”) hereby applies for withdrawal of its Registration Statement on Form S-3 originally filed with the Securities and Exchange Commission (the “SEC”) on May 11, 2001 (File No. 333-60800) (the “Registration Statement”). Pogo is withdrawing the Registration Statement because on July 17, 2007, Pogo entered into that certain Agreement and Plan of Merger, dated as of July 17, 2007, by and among Pogo Producing Company, Plains Exploration & Production Company and Pogo Producing Company LLC (formerly PXP Acquisition LLC) (“Merger Sub”), pursuant to which Pogo Producing Company merged with and into Merger Sub, with Merger Sub surviving.

Pogo has not issued and will not issue any securities under the Registration Statement. This letter confirms that, pursuant to Rule 477 under the Securities Act, the Registration Statement is hereby withdrawn.

Please contact the undersigned at (713) 579-6000 if you have any questions regarding this matter.

Sincerely,

/s/ JOHN F. WOMBWELL

John F. Wombwell

Vice President and Secretary

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