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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
Pogo Producing Company
(Exact name of registrant as specified in its charter)
Delaware 74-1659398
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
5 Greenway Plaza, Suite 2700
Houston, Texas 77046-0504
(Address of principal executive offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registation of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a concurrent
check the following box. [ ] registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
5-1/2% Convertible Subordinated Notes due 2006
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The securities to be registered hereby are the 5-1/2% Convertible
Subordinated Notes due 2006 (the "Notes") of Pogo Producing Company, a
Delaware corporation (the "Company"). For descriptions of the Notes and the
capital stock of the Company, see the information set forth under the
captions "Description of the Notes" and "Description of Capital Stock" in
(i) the prospectus subject to completion dated September 13, 1996, included
in the Registration Statement on Form S-3 (Registration No. 333-11927)(the
"Registration Statement") of the Company filed with the Securities and
Exchange Commission (the "Commission") on September 13, 1996 and (ii) the
pages containing the corresponding information in the related final form of
prospectus to be filed with the Commission by amendment to the Registration
Statement, which descriptions are incorporated
herein by reference shall be deemed to be modified or superseded for
purposes hereof to the extent that another document incorporated herein by
reference modifies or supersedes such previous statement.
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Item 2. Exhibits.
*4(a). Indenture dated as of June 15, 1996 between Pogo Producing
Company and Fleet National Bank, as Trustee (Form 10-Q,
June 30, 1996, SEC File No. 0-5468, Exhibit (f)).
*4(b). Form of Note, included in Exhibit 4(a).
*4(c). Registration Rights Agreement, dated as of June 18, 1996,
by and among Pogo Producing Company, Goldman, Sachs & Co.,
Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (Registration Statement on Form S-3, SEC
File No. 333-11927, Exhibit 4(c)).
*4(d). Purchase Agreement, dated as of June 11, 1996,
by and among Pogo Producing Company, Goldman, Sachs & Co.,
Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated (Registration Statement on Form S-3, SEC
File No. 333-11927, Exhibit 4(d)).
________________________________
* Incorporated by reference.
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Pogo Producing Company
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Pogo Producing Company
(Registrant)
By: /s/ JOHN W. ELSENHANS
Name: John W. Elsenhans
Title: Vice President
and Treasurer
Date: SEPTEMBER 20, 1996
