<PAGE>
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): Not Applicable
Pogo Producing Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
1-7792 74-1659398
(Commission File Number) (I.R.S. Employer
Identification No.)
5 Greenway Plaza, P.O. Box 2504
Houston, Texas 77046-2504
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (713) 297-5000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
1 of 3
<PAGE>
Item 5. Other Events
Pursuant to Article 1, Sections 9,10 and 11 of the Amended and
Restated Bylaws of Pogo Producing Company, a Delaware corporation
(the "Company"), notice is hereby given that the 1994 annual meeting
of stockholders of the Company will be held on Teusday, April 26, 1994
at the Century II Room, Stouffer Presidente Hotel, Six Greenway Plaza,
Houston, Texas at 10:00 a.m., Houston time.
2 of 3
<PAGE>
Signatures
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
Registrant
/s/ RONALD B. MANNING
Ronald B. Manning,
Corporate Secretary
Date: February 14, 1994
3 of 3
