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PROSPECTUS SUPPLEMENT NO. 5 DATED MAY 29, 1997 Pursuant to
(TO PROSPECTUS DATED SEPTEMBER 26, 1996) Rule 424(b)(3)
Reg. No. 333-11927
$115,000,000
POGO PRODUCING COMPANY
5-1/2% Convertible Subordinated Notes due June 15, 2006
and
such Shares of Common Stock, par value $1 per share,
as are Issuable Upon Conversion Thereof
The following beneficial owners of 5-1/2% Convertible Subordinated
Notes due June 15, 1996 (the "Notes") of Pogo Producing Company (the
"Company") were included, among others, in the original Prospectus for
the Notes, dated September 26, 1996, as "Unnamed holders of Notes" in the
table set forth in the The Selling Holders section of the Prospectus. They
have requested that the Company file a Prospectus Supplement identifying
it as a Selling Holder. The information concerning each such Selling
Holder has been provided to the Company by such Selling Holder.
AGGREGATE PRINCIPAL NUMBER OF SHARES OF
AMOUNT OF NOTES OWNED COMMON STOCK OWNED
BY THE SELLING HOLDER BY THE SELLING HOLDER
AND WHICH ARE OFFERED AND WHICH ARE OFFERED
NAME OF SELLING HOLDER HEREBY HEREBY(11j)
Forest Fulcrum Fund Ltd. $ 700,000(7) 16,593
Forest Fulcrum Fund LP 4,000,000(7) 94,821
Combined Insurance Company
of America 1,500,000(11k) 35,557
Alpine Associates 3,000,000(lll) 71,115
LLT Limited 300,000(11k) 7,111
Forest Performance Greyhound 200,000(11m) 4,741
Forest Performance Fund Ltd. 200,000(11m) 4,741
Forest Performance Fund 100,000(11m) 2,370
World Series Inc. 250,000(11n) 5,926
----------- ---------
SUBTOTAL (This Supplement).... 10,200,000 242,975
----------- ---------
SUBTOTAL (All named Selling
(Holders Through the date of
this Prospectus Supplement).. 102,570,000 2,431,413
----------- ---------
Remaining unnamed holders of Notes
or any future transferees,
pledgees, donees or successors of
or from any such unnamed holder
after giving effect to this
Supplement to the Prospectus(15) 12,430,000 294,564(16)
----------- ---------
TOTAL................. $115,000,000 2,726,067
=========== =========
___________________________
(7) The information with respect to this Selling Holder is true and
complete as of May 14, 1997. This Selling Holder was already named in
the Prospectus and has provided additional information increasing the
amount of Notes and number of shares of Common Stock which are offered
hereby by the respective amounts shown herein.
(11j) Unless otherwise noted, the nature of the beneficial ownership is
sole voting and/or investment power. Common Stock ownership assumes as
the conversion price, the initial conversion price of $42.185 per
share of Common Stock (equivalent to a conversion rate of approximately
23.7051 shares per $1000 principal amount of Notes), and a cash
payment in lieu of any fractional share interest. Unless otherwise
noted, no Selling Holder reported owning any shares of Common Stock
other than those into which the Notes were convertible.
(11k) The information with respect to this Selling Holder is true and
complete as of May 14, 1997.
(11l) The information with respect to this Selling Holder is true and
complete as of April 30, 1997.
(11m) The information with respect to this Selling Holder is true and
complete as of May 21, 1997.
(11n) The information with respect to this Selling Holder is true and
complete as of May 27, 1997.
(15) No such holder may offer Securities pursuant to the Registration
Statement of which this Prospectus forms a part until such holder
is included as a Selling Holder in a supplement to this Prospectus
in accordance with the Registration Rights Agreement.
(16) Assumes that the unnamed holders of Notes or any future transferees,
pledgees, donees or successors of or from any such unnamed holder
does or do not beneficially own any Common Stock other than Common
Stock issuable upon conversion of the Notes at the initial conversion
rate set forth above.
Additional Selling Holders or other information concerning the
Selling Holders listed above may be set forth in subsequent Prospectus
Supplements from time to time.
Date of this Supplement is: May 29, 1997
