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[Pogo Letterhead]

December 14, 2005

Via facsimile and EDGAR

Mr. Barry Stem

Senior Assistant Chief
Accountant

Division of Corporation Finance

United States Securities and
Exchange Commission

450 Fifth Street, NW

Washington D.C. 20549-7010

Re:          Pogo Producing Company

Letter Dated November 16, 2004

10-K for the Year Ended December 31, 2004

File No. 1-7792

Dear Mr. Stem:

We are
responding to a comment received from the staff of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Staff”) by facsimile
dated November 16, 2005 relating to Pogo Producing Company’s Annual Report on
Form 10-K for the year ended December 31, 2004 (the “2004 10-K”) (File No. 1-7792).
For your convenience, our response is prefaced by the text of the comment (in
bold text).

FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2004

Reserves,
page 17

Present
value of estimated future net revenues, before income taxes, more commonly
called PV-10, represents a non-GAAP measure. Its use and disclosure is required
to comply with Item 10 of Regulation S-K. Reconcile PV-10 to the most directly
comparable GAAP measure, which would be the standardized measure, as set forth
in paragraph 30 of SFAS 69.

Response:

In its letter
of November 9, 2004 relating to our Annual Report on Form 10-K for
the Year Ended 2003, the Staff commented that, “for comparison and clarity,”
our presentation of PV-10 be amended either to disclose the standardized
measure as well or to explain that the standardized measure is the present
value of estimated future net revenues after estimated income taxes.  In response to that comment, we agreed to
supplement the PV-10 disclosure in future filings made pursuant to the
Securities Exchange Act of 1934 (“Exchange Act”) with the following two
sentences:

The present
value amounts set forth in the above table are, as indicated, before income
taxes. For the Company’s standardized measure of discounted future net cash
flows from production of proved reserves, calculated after
the estimated effect of future income taxes, see “Unaudited Supplementary
Financial Data—Oil and Gas Producing Activities.”  (Letter from Pogo Producing Company to Mr. H.
Roger Schwall dated December 8, 2004)

In accordance with our
response, we included these two sentences on page 19 of the 2004 10-K in the
explanatory paragraph that follows the PV-10 disclosures.

In light of
the foregoing, we respectfully submit that no further disclosure in the 2004
10-K should be required.  In an effort to
accommodate the view of the Staff, we propose to reconcile PV-10 to the standardized
measure in future filings made pursuant to the Exchange Act that disclose a
PV-10 amount.

The company
hereby acknowledges that:

•                  the company is responsible for the
adequacy and accuracy of the disclosure in the 2004 10-K;

•                  Staff comments or changes to
disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing; and

•                  the company may not assert Staff
comments as a defense in any proceeding by the Securities and Exchange Commission
or any persons under the federal securities laws of the United States.

  Sincerely,

  /s/ James P. Ulm, II

  James P. Ulm, II

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