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PROSPECTUS SUPPLEMENT NO.8 DATED MAY 20, 1998 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 owner of 5-1/2%
Convertible Subordinated Notes due June 15, 2006 (the "Notes") has
indicated that it wishes to register Notes that it has acquired in
transactions exempt from the Securities Act of 1933, as amended, and desires
that the Company file a Prospectus Supplement naming it as a Selling
Holder in the prospectus, as supplemented hereby. Information contained in
this supplement concerning such Selling Holder was provided to the Company
by such Selling Holder.
AGGREGATE PRINCIPAL NUMBER OF SHARES OF
AMOUNT OF NOTES OWNED COMMON STOCK OWNED BY
BY THE SELLING HOLDER THE SELLING HOLDER AND
AND WHICH ARE OFFERED WHICH ARE OFFERED
NAME OF SELLING HOLDER HEREBY HEREBY(11j)
ABN AMRO Incorporated $ 1,000,000(11p) 23,705
SUBTOTAL (This Supplement).... 1,000,000 23,705
----------- ---------
SUBTOTAL (All named Selling
(Holders Through the date of
this Prospectus Supplement).. 105,956,000 2,511,676
----------- ---------
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) 9,044,000 214,388(16)
----------- ---------
TOTAL................. $115,000,000 2,726,064
=========== =========
___________________________
(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.
(11p) The information with respect to this Selling Holder is true and
complete as of May 14, 1998.
(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 20, 1998
