<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-7792
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
TAX-ADVANTAGED SAVINGS PLAN OF POGO PRODUCING COMPANY
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
POGO PRODUCING COMPANY
5 GREENWAY PLAZA, SUITE 2700
HOUSTON, TEXAS 77046
<PAGE> 2
Item 4. (a) Financial Statements and Schedules prepared in accordance
with the finanical reporting requirements of ERSIA.
<PAGE> 3
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
TOGETHER WITH AUDITORS' REPORT
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrative Board,
Tax-Advantaged Savings Plan
of Pogo Producing Company:
We have audited the accompanying statements of net assets available for plan
benefits of the Tax-Advantaged Savings Plan of Pogo Producing Company (the
Plan) as of December 31, 1996 and 1995, and the related statements of changes
in net assets available for plan benefits for the years then ended. These
financial statements and the schedules referred to below are the responsibility
of the administrative board of the Plan. Our responsibility is to express an
opinion on these financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for Plan benefits
as of December 31, 1996 and 1995, and the changes in net assets available for
Plan benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Houston, Texas
June 20, 1997
<PAGE> 5
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $13,968,139 $ 8,362,621
Prime Portfolio Money Market Fund 745,511 664,536
Investment Grade Corporate Portfolio
Bond Fund 499,790 499,984
Vanguard/Wellington Fund 817,075 656,588
Vanguard/Index Trust - 500 Portfolio 487,959 368,058
Vanguard PrimeCap Fund 1,526,522 1,022,750
CONTRIBUTIONS RECEIVABLE:
Participant 34,170 28,769
Company 24,033 20,311
CASH 2,194 1,568
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $18,105,393 $11,625,185
=========== ===========
</TABLE>
The accompanying notes are an intregral part of these financial statements.
<PAGE> 6
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
INTEREST/DIVIDEND INCOME $ 234,394 $ 176,581
----------- -----------
NET APPRECIATION IN MARKET VALUE
OF INVESTMENTS 5,915,258 3,614,156
----------- -----------
CONTRIBUTIONS:
Participant 608,525 532,677
Company (net of $9,463 and $149,959 of
forfeitures by terminated participants
in the respective years) 470,992 278,382
----------- -----------
Total contributions 1,079,517 811,059
----------- -----------
WITHDRAWALS AND TERMINATIONS (748,961) (629,665)
----------- -----------
INCREASE IN NET ASSETS AVAILABLE
FOR PLAN BENEFITS 6,480,208 3,972,131
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
beginning of year 11,625,185 7,653,054
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS,
end of year $18,105,393 $11,625,185
========== ==+========
</TABLE>
The accompanying notes are an intregral part of these financial statements.
<PAGE> 7
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN:
General
Pogo Producing Company (Pogo) adopted the Employees Stock Purchase Plan
effective January 1, 1978, as amended July 10, 1981. On January 1, 1985, the
Employees Stock Purchase Plan was amended and renamed the Tax-Advantaged
Savings Plan (the Plan). Any salaried employee of Pogo is eligible to be a
participant of the Plan on the first day of the calendar quarter following
employment. Effective January 1, 1994, the Plan was restated to
provide that investment options for participant contributions be expanded to
six investment options which include Pogo common stock and five
Vanguard funds.
John O. McCoy, Jr., an officer of Pogo, serves as trustee of
the Plan. The Plan is administered by an administrative
board appointed by Pogo's board of directors. The members of the
administrative board receive no compensation for their services, and all
expenses of the Plan, including brokerage commissions, are paid by Pogo.
2. SUMMARY OF ACCOUNTING POLICIES:
Basis of Accounting
The records of the Plan are maintained on the cash basis of accounting and are
adjusted to the accrual basis for financial reporting purposes.
Quoted market prices as of the last trading day of the Plan year have been
used to determine the market value of Plan investments.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to use estimates and
assumptions that affect the accompanying financial statements and disclosures.
Actual results could differ from those estimates.
Contributions
Each participant may contribute up to 10 percent of his compensation to the
Plan. In accordance with provisions of the Tax Reform Act of 1986, each
participant's contributions are subject to certain limitations. This
limitation was $9,500 and $9,240 for 1996 and 1995, respectively. Pogo
contributes an amount equal to each participant's
contribution, limited to a maximum of 6 percent of the participant's eligible
compensation. Each participant's account is credited with his or her
contribution, the company-matching contribution and an allocation of Plan
earnings. Allocations of earnings are based on the proportion that each
participant's account balance bears to the total of all participant account
balances. Matching funds contributed to the Plan by Pogo are invested only in
Pogo common stock. (See Exhibits 1 and 2 for financial statements by investment
fund.)
<PAGE> 8
-2-
Investments
The investment options include the Pogo Common Stock Fund, the Prime
Portfolio Money Market Fund, the Investment Grade Corporate Portfolio
Bond Fund, the Vanguard/Wellington Fund, the Vanguard/Index Trust - 500
Portfolio and the Vanguard PrimeCap Fund.
The Pogo Common Stock Fund is used to invest in Pogo common stock. All employer
contributions as well as employee-designated monies are placed in this
account. Any dividends are used to purchase additional shares for the Plan.
The Prime Portfolio Money Market Fund (Money Market Fund) invests in
high-quality money market instruments that mature in one year or less.
The Investment Grade Corporate Portfolio Bond Fund (Corporate Bond Fund)
investments are placed in a diversified portfolio of long-term,
investment-grade bonds which, at the time of purchase, were selected from the
four highest grades assigned by Moody's Investors Service or Standard & Poors
Corporation (S&P).
The Vanguard/Wellington Fund (Wellington Fund) contributions are invested in
a diversified and balanced program of investing in bonds and common stocks.
Bonds are held for relative stability of income and principal, while the common
stocks are held for potential growth of capital and income. The fund invests
approximately 60 percent to 70 percent of its total assets in common stock.
The Vanguard/Index Trust - 500 Portfolio (Index 500 Fund) investments are
placed in all of the stocks included in the S&P 500 Index in approximately the
same proportions as they are represented in the S&P 500 Index.
The Vanguard PrimeCap Fund (PrimeCap Fund) invests principally in a portfolio
of common stocks selected on the basis of fundamental factors such as
above-average earnings growth and current earnings as compared to the S&P 500
Index, consistency of earnings growth and earnings quality.
Distributions and Withdrawals
Participants are entitled to receive the portion of the Plan equity which
represents their individual contribution. The Plan allows participants to be
fully vested in the portion of the Plan which is represented by Pogo
contributions after two full years of employment with the company.
In the event of death, retirement, disability or termination after vesting, a
participant is entitled to all of his portion of the Plan equity applicable to
Pogo's contributions.
Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for Plan benefits
per the financial statements to the Form 5500:
December 31
--------------------------
1996 1995
----------- -----------
Net assets available for Plan benefits
per the financial statements $18,105,393 $11,625,185
Less - Amounts allocated to withdrawing
participants (106,366) (340,861)
----------- -----------
Net assets available for Plan benefits
per Form 5500 $17,999,027 $11,284,324
=========== ===========
<PAGE> 9
-3-
The following is a reconciliation of withdrawals and terminations per the
financial statements to the Form 5500:
December 31
---------------------
1996 1995
-------- --------
Withdrawals and terminations per the
financial statements $748,961 $629,665
Add - Amounts allocated to withdrawing
participants - December 31, 1996 and 1995 106,366 340,861
Less - Amounts allocated to withdrawing
participants - December 31, 1995 and 1994 (340,861) -
-------- --------
Benefits payed to the participants per
the Form 5500 $514,466 $970,526
======== ========
Amounts allocated to withdrawing participants are recorded on the
Form 5500 for withdrawals that have been processed and approved for
payment prior to December 31, but not yet paid as of that date.
Forfeitures
A participant terminated for reasons other than death, retirement or disability
forfeits the unvested portion of his Plan equity attributable to Pogo's
contribution, and such forfeiture is held in suspense. If the participant
returns to employment prior to incurring a one-year break
in service, his unvested share of Pogo matching contributions is not
forfeited. If the participant is not reemployed prior to incurring a
one-year break in service, his unvested share of Pogo matching contributions
is forfeited and used to reduce future contributions by Pogo. At December 31,
1996 and 1995, there were no forfeitures held in suspense.
Termination of the Plan
The Plan may be terminated, amended or modified by Pogo's board of directors at
any time. In the event the Plan is terminated, all participants become vested
and entitled to receive the Plan equity attributable to all contributions made
for the participants by Pogo.
3. FEDERAL INCOME TAXES:
The Plan obtained its latest determination letter on February 25, 1996, in which
the Internal Revenue Service stated that the Plan, as then designed, was in
compliance with the applicable requirements of the Internal Revenue Code (IRC).
The Plan administrator believes that the Plan is currently
designed and being operated in compliance with the applicable requirements of
the IRC. Therefore, the Plan administrator believes that the Plan was qualified
and the related trust was tax-exempt as of December 31, 1996 and 1995.
<PAGE> 10
EXHIBIT 1
Page 1 OF 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant-Directed
------------------------------------------------------------------------
Pogo Money Corporate Index
Common Market Bond Wellington 500 PrimeCap
Stock Fund Fund Fund Fund Fund Fund
---------- ------ --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $3,165,797 $ - $ - $ - $ - $ -
Prime Portfolio Money Market Fund - 745,511 - - - -
Investment Grade Corporate Portfolio
Bond Fund - - 499,790 - - -
Vanguard/Wellington Fund - - - 817,075 - -
Vanguard/Index Trust - 500 Portfolio - - - - 487,959 -
Vanguard PrimeCap Fund - - - - - 1,526,522
CONTRIBUTIONS RECEIVABLE 9,585 1,765 3,571 5,519 4,914 8,816
CASH - 2,194 - - - -
---------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $3,175,382 $749,470 $503,361 $822,594 $492,873 $1,535,338
========== ======== ======== ======== ======== ==========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
<TABLE>
<CAPTION>
Nonparticipant-
Directed
_______________
Pogo Common
Stock Fund Total
--------------- -----------
<S> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $10,802,342 $13,968,139
Prime Portfolio Money Market Fund - 745,511
Investment Grade Corporate Portfolio
Bond Fund - 499,790
Vanguard/Wellington Fund - 817,075
Vanguard/Index Trust - 500 Portfolio - 487,959
Vanguard PrimeCap Fund - 1,526,522
CONTRIBUTIONS RECEIVABLE 24,033 58,203
CASH - 2,194
----------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $10,826,375 $18,105,393
=========== ===========
</TABLE>
<PAGE> 11
EXHIBIT 1
Page 2 OF 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant-Directed
-----------------------------------------------------------------------
Pogo Money Corporate Index
Common Market Bond Wellington 500 PrimeCap
Stock Fund Fund Fund Fund Fund Fund
---------- ------ --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $1,928,910 $ - $ - $ - $ - $ -
Prime Portfolio Money Market Fund - 664,536 - - - -
Investment Grade Corporate Portfolio
Bond Fund - - 499,984 - - -
Vanguard/Wellington Fund - - - 656,588 - -
Vanguard/Index Trust - 500 Portfolio - - - - 368,058 -
Vanguard PrimeCap Fund - - - - - 1,022,750
CONTRIBUTIONS RECEIVABLE 6,916 1,720 3,457 5,181 2,840 8,655
CASH - 1,568 - - - -
---------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,935,826 $667,824 $503,441 $661,769 $370,898 $1,031,405
========== ======== ======== ======== ======== ==========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
<TABLE>
<CAPTION>
Nonparticipant-
Directed
----------------
Pogo Common
Stock Fund Total
--------------- ----------
<S> <C> <C>
ASSETS
INVESTMENTS, at quoted market value:
Common stock of Pogo Producing Company $6,433,711 $ 8,362,621
Prime Portfolio Money Market Fund - 664,536
Investment Grade Corporate Portfolio
Bond Fund - 499,984
Vanguard/Wellington Fund - 656,588
Vanguard/Index Trust - 500 Portfolio - 368,058
Vanguard PrimeCap Fund - 1,022,750
CONTRIBUTIONS RECEIVABLE 20,311 49,080
CASH - 1,568
---------- -----------
NET ASSETS AVAILABLE FOR PLAN BENEFITS $6,454,022 $11,625,185
========== ==========
</TABLE>
<PAGE> 12
EXHIBIT 2
Page 1 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant-Directed
--------------------------------------------------------------
Pogo
Common Money Corporate Index
Stock Market Bond Wellington 500 PrimeCap
Fund Fund Fund Fund Fund Fund
---------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
INTEREST/DIVIDEND INCOME $ 8,073 $ 38,117 $ 42,104 $ 63,700 $ 10,522 $ 44,610
NET APPRECIATION (DEPRECIATION)
IN MARKET VALUE OF INVESTMENTS 1,293,416 - (36,040) 50,526 78,923 175,632
CONTRIBUTIONS 174,125 31,561 36,841 109,929 84,688 171,381
WITHDRAWALS AND TERMINATIONS (103,016) (35,467) (20,880) (28,565) (22,194) (60,131)
INTERFUND TRANSFERS (133,042) 47,435 (22,105) (34,765) (29,964) 172,441
--------- -------- -------- -------- -------- ----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 1,239,556 81,646 (80) 160,825 121,975 503,933
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,935,826 667,824 503,441 661,769 370,898 1,031,405
--------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $3,175,382 $749,470 $503,361 $822,594 $492,873 $1,535,338
========== ======== ======== ======== ======== ==========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
<TABLE>
<CAPTION>
Nonparticipant-
Directed
_______________
Pogo
Common
Stock Fund Total
---------- -----------
<S> <C> <C>
INTEREST/DIVIDEND INCOME $ 27,268 $ 234,394
NET APPRECIATION (DEPRECIATION)
IN MARKET VALUE OF INVESTMENTS 4,352,801 5,915,258
CONTRIBUTIONS 470,992 1,079,517
WITHDRAWALS AND TERMINATIONS (478,708) (748,961)
INTERFUND TRANSFERS - -
----------- -----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 4,372,353 6,480,208
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 6,454,022 11,625,185
---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $10,826,375 $18,105,393
=========== ===========
</TABLE>
<PAGE> 13
EXHIBIT 2
Page 2 of 2
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS,
WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant-Directed
-------------------------------------------------------------
Pogo
Common Money Corporate Index
Stock Market Bond Wellington 500 PrimeCap
Fund Fund Fund Fund Fund Fund
--------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
INTEREST/DIVIDEND INCOME $ 7,882 $ 39,059 $ 31,360 $ 31,271 $ 8,370 $ 30,078
NET APPRECIATION IN MARKET
VALUE OF INVESTMENTS 689,654 - 71,505 118,862 88,491 202,155
CONTRIBUTIONS 116,258 35,576 40,346 106,110 62,937 171,450
WITHDRAWALS AND TERMINATIONS (28,300) (3,207) (3,763) (3,973) (26,329) (22,452)
INTERFUND TRANSFERS 29,415 (84,897) (7,796) (3,722) (2,269) 69,269
--------- -------- -------- -------- -------- ----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 814,909 (13,469) 131,652 248,548 131,200 450,500
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 1,120,917 681,293 371,789 413,221 239,698 580,905
--------- -------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $1,935,826 $667,824 $503,441 $661,769 $370,898 $1,031,405
========== ======== ======== ======== ======== ==========
</TABLE>
This exhibit is an integral part of the accompanying financial statements.
<TABLE>
<CAPTION>
Nonparticipant-
Directed
_______________
Pogo
Common
Stock Fund Total
---------- -----------
<S> <C> <C>
INTEREST/DIVIDEND INCOME $ 28,561 $ 176,581
NET APPRECIATION IN MARKET
VALUE OF INVESTMENTS 2,443,489 3,614,156
CONTRIBUTIONS 278,382 811,059
WITHDRAWALS AND TERMINATIONS (541,641) (629,665)
INTERFUND TRANSFERS - -
---------- -----------
INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR PLAN
BENEFITS 2,208,791 3,972,131
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, beginning of year 4,245,231 7,653,054
---------- -----------
NET ASSETS AVAILABLE FOR PLAN
BENEFITS, end of year $6,454,022 $11,625,185
========== ===========
</TABLE>
<PAGE> 14
SCHEDULE I
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
ITEM 27(a) -- SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Number of Current
Identity of Issue Description of Investment Shares/Units Cost Value
----------------- ------------------------- ------------ ----------- -----------
<S> <C> <C> <C> <C>
Pogo Producing Company* Common stock 295,622 $5,569,373 $13,968,139
Vanguard* Prime Portfolio Money Market Fund 745,511 745,511 745,511
Vanguard* Investment Grade Corporate Portfolio
Bond Fund 56,859 514,981 499,790
Vanguard* Wellington Fund 31,246 686,742 817,075
Vanguard* Index Trust - 500 Portfolio 7,056 360,029 487,959
Vanguard* PrimeCap Fund 50,749 1,168,192 1,526,522
---------- -----------
$9,044,828 $18,044,996
========== ===========
</TABLE>
*Indicated party in interest.
<PAGE> 15
SCHEDULE II
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
ITEM 27(d) -- SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
Purchase Selling Cost of
Identity of Party Involved Description of Asset Transaction Price Price Asset
- -------------------------- -------------------- ----------- ----------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Pogo Producing Company Common stock 20 purchase transactions $ 820,744 $ - $ -
Pogo Producing Company Common stock 19 sale transactions - 858,647 395,859
Vanguard Prime Portfolio Money
Market Fund 77 purchase transactions 1,118,703 - -
Vanguard Prime Portfolio Money
Market Fund 33 sale transactions - 1,037,728 1,037,728
</TABLE>
NOTE: This schedule is a listing of a series of purchase and sale transactions
in the same security which exceeded 5 percent of the Plan assets as
of January 1, 1996.
<TABLE>
<CAPTION>
Current Value Net
of Asset on Gain
Identity of Party Involved Transaction Date (Loss)
- -------------------------- -------------------- -----------
<S> <C> <C>
Pogo Producing Company $ - $ -
Pogo Producing Company 858,647 462,788
Vanguard
- -
Vanguard
1,037,728 -
</TABLE>
<PAGE> 16
(b) Exhibits --
1. Consent of Independent Public Accountants
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
TAX-ADVANTAGED SAVINGS PLAN OF
POGO PRODUCING COMPANY
/s/ JOHN O. McCOY, JR.
--------------------------------------
By: John O. McCoy, Jr.
Member of the Administrative Board
Date: June 27, 1997
<PAGE> 18
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
23.1 -- Consent of Arthur Andersen LLP
<PAGE> 19
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report included in this Form 11-K into the Tax-Advantaged
Savings Plan of Pogo Producing Company's previously filed Registration
Statement File No. 2-60725.
ARTHUR ANDERSEN LLP
Houston, Texas
June 27, 1997
