UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
POGO PRODUCING COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
730448107
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
September 24, 1997
(Date of Event which Requires Filing of this Statement)
If this filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4)
check the following box [ ].
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 730448107
__________________________________________________________________
1) Names of Reporting Person (S.S. or I.R.S.
Identification No. of Above Person):
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e):
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 1,396,000 (includes Notes convertible into
38,039 Shares)
Shares Bene-
ficially (8) Shared Voting Power
owned by 380,900 (includes Notes convertible into
7,031 Shares)
Each Report-
ing Person (9) Sole Dispositive Power
With 1,396,000 (includes Notes convertible into
38,039 Shares)
(10) Shared Dispositive Power
380,900 (includes Notes convertible into
7,031 Shares)
_______________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,821,970 (includes Notes convertible into
45,070 Shares)
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11)
N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.5%
________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,821,970 Shares, and
included in these calculations are the 45,070 Shares deemed owned
by virtue of the Notes. Of this amount, 537,200 Shares were
purchased by Omega Capital Partners, L.P., at a cost of
$19,780,388; 46,800 Shares were purchased by Omega Institutional
Partners, L.P., at a cost of $1,744,173; 25,400 Shares were
purchased by Omega Capital Investors, L.P. (formerly known as Omega
Equity Partners, L.P.), at a cost of $936,412; 786,600 Shares were
purchased by Omega Overseas Partners, Ltd., at a cost of
$33,794,328; and 380,900 Shares were purchased by the Managed
Account at a cost of $13,281,319. The source of funds for the
purchase of all such Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q for the quarterly period ended June 30, 1997 filed with
the Securities & Exchange Commission, there were issued and
outstanding 33,380,326 Shares of Common Stock. Based on Section
13d of the Securities Exchange Act of 1934, as a result of the
ownership of Notes, there are, for purposes of this filing, deemed
to be outstanding a total of 33,425,396 shares of common stock.
Reg. Sec. 240. 13d-3(d)(1)(i). Omega Capital Partners, L.P. owns
537,200 Shares plus Notes equivalent to 16,676 Shares, or 1.7% of
those outstanding; Omega Institutional Partners, L.P., owns 46,800
Shares plus Notes equivalent to 1,352 Shares, or 0.1% of those
outstanding; Omega Capital Investors, L.P., owns 25,400 Shares, or
0.1% of those outstanding; Omega Overseas Partners, Ltd., owns
786,600 Shares plus Notes equivalent to 20,011 Shares, or 2.4% of
those outstanding; and the Managed Account owns 380,900 Shares plus
Notes equivalent to 7,031 Shares, or 1.2% of those outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Capital Investors, L.P., Omega Overseas Partners, Ltd., and
the Managed Account in shares of Common Stock in the 60 day period
prior to September 24, 1997 and to date. All such transactions
were open market transactions.
SALES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
09/24/97 140,100 $41.75
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
09/24/97 12,800 $41.75
Omega Capital Investors, L.P.
Date of Amount of Price Per
Transaction Shares Share
08/25/97 12,000 $42.91
09/01/97 20,100 43.38
09/24/97 4,800 41.75
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
09/24/97 157,100 $41.75
09/24/97 2,200 41.81
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
09/24/97 115,200 $41.75
09/24/97 11,800 41.81
PURCHASES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
09/01/97 18,100 $43.38
Omega Institutional Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
09/01/97 2,000 $43.38
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
08/06/97 8,000 $$42.83
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: October 24, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
<PAGE>
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Investors, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as President of Omega
Advisors, Inc., pursuant to Power
of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
