UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
POGO PRODUCING COMPANY
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
730448107
(CUSIP Number)
January 27, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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 amend-
ment containing information which would alter the disclosures
provided in a prior cover page.
The information required in 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>
CUSIP No. 730448107
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons
(entities only).
LEON G. COOPERMAN
S.S. No. ###-##-####
2. Check Appropriate Box if a Member of a Group*
(a) [ ]
(b) [ X]
3. SEC Use Only
4. Citizenship or Place of Organization:
UNITED STATES
5. Sole Voting Power
1,536,237 (as of 12/31/98 it was 1,536,237)
Number of
Shares Bene- 6. Shared Voting Power
ficially by 450,829 (as of 12/31/98 it was 450,829)
Owned by 7. Sole Dispositive Power
Each Report- 1,536,237 (as of 12/31/98 it was 1,536,237)
ing Person 8. Shared Dispositive Power
With: 450,829 (as of 12/31/98 it was 450,829)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,987,066 (as of 12/31/98 it was 1,987,066)
10. Check if the Aggregate Amount in Row (11) Excludes
Certain Shares *
11. Percent of Class Represented by Amount in Row (11):
4.95%
12. Type of Reporting Person*
IN
*See Instructions Before Filling Out.
<PAGE>
Item 1(a) Name of Issuer:
Pogo Producing Company (the "Issuer").
Item 1(b) Address of the Issuer's Principal Executive
Offices:
5 Greenway Plaza, Suite 2700,
P.O. Box 2504, Houston, Texas 77046
Item 2(a) Name of Person Filing:
This statement is filed on behalf of Leon G. Cooperman ("Mr.
Cooperman").
Item 2(b) Address of Principal Business Office or, if None,
Residence:
The address of the principal business office of each of Mr.
Cooperman, Capital LP, Institutional LP, Investors LP, Overseas, the
Managed Accounts, and Advisors is 88 Pine Street, Wall Street Plaza -
31st Floor, New York, New York 10005.
Item 2(c) Citizenship:
Mr. Cooperman is a United States citizen;
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value (the "Shares")
Item 2(e) CUSIP Number: 730448107
Item 3. If this statement is filed pursuant to
Sections 240.13d-1(b) or 240.13d-2(b)
Or (c):
This Item 3 is not applicable.
Item 4. Ownership:
Item 4(a) (b) Amount Beneficially Owned and Percent of Class:
Mr. Cooperman may be deemed the beneficial owner of
1,987,066 Shares which constitutes approximately 4.95% of the total
number of Shares outstanding.
This consists of 494,775 Shares owned by Capital LP;
44,052 Shares owned by Institutional LP; 57,800 Shares owned by
Investors LP; 939,610 Shares owned by Overseas; and 450,829 Shares
owned by the Managed Accounts.
Item 4(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote:
1,987,066
(ii) Shared power to vote or to direct the vote:
450,829
(iii)Sole power to dispose or to direct the
disposition of:
1,987,066
(iv) Shared power to dispose or to direct the
disposition of:
450,829
Item 5. Ownership of Five Percent or Less of a Class:
This Item 5 is not applicable.
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
This Item 6 is not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on by the Parent
Holding Company:
This Item 7 is not applicable.
Item 8. Identification and Classification of Members
of the Group:
This Item 8 is not applicable.
Item 9. Notice of Dissolution of Group:
This item 9 is not applicable.
<PAGE>
Item 10. Certification:
By signing below the undersigned certifies that, to the best
of his knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
statement is true, complete and correct.
DATED: January 28, 1999
LEON G. COOPERMAN, individually,
as Managing Member of Omega
Associates, L.L.C. on behalf of
Omega Capital Partners, L.P.,
Omega Institutional Partners, L.P., and
Omega Capital Investors, L.P., and
as President of Omega Advisors, Inc.
By /s/ ALAN M. STARK
Alan M. Stark
Attorney-in-Fact
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that I, LEON G. COOPERMAN, hereby make,
constitute and appoint ALAN M. STARK, as my agent and attorney-in-fact
for the purpose of executing in my name, (a) in my personal capacity
or (b) in my capacity as President or in other capacities with Omega
Advisors, Inc. or (c) in my capacity as Manager of, member of or in
other capacities with Omega Associates, LLC, all documents,
certificates, instruments, statements, filings and agreements
("documents") to be filed with or delivered to any foreign or domestic
governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement
relating to the acquisition, ownership, management or disposition of
securities or other investments, and any other documents relating to
ancillary thereto, including but not limited to, all documents relating
to filings with the United States Securities and Exchange Commission
(the "SEC") pursuant to the Securities Act of 1933 or the Securities
Exchange Act of 1934 (the "Act") and the rules and regulations
promulgated thereunder, including: (1) all documents relating to the
beneficial ownership of securities required to be filed with the SEC
pursuant to Section 13(d) or Section 16(a) of the Act including,
without limitation: (A) any acquisition statements on Schedule 13D or
Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13d-1(f) and (c) any initial statements of,
or statements of changes in, beneficial ownership of securities on Form
3, Form 4 or Form 5 and (2) any information statements on Form 13F
required to be filed with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing
are hereby ratified and confirmed.
This Power of Attorney shall be valid from the date hereof until
revoked by me.
IN WITNESS WHEREOF, I have executed this instrument as of the 22nd day
of May, 1998.
/s/ Leon G. Cooperman
LEON G. COOPERMAN