[Pogo Letterhead]
September 7, 2006
via EDGAR Correspondence
Mr. James Murphy
Petroleum Engineer
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.W.
Washington D.C. 20549
Re: |
| Pogo Producing Company |
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| Letters Dated July 19, 2006 and August 24, 2006 |
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| Form 10-K for the Fiscal Year Ended December 31, 2005 |
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| File No. 1-7792 |
Dear Mr. Murphy:
We acknowledge receipt of your August 24, 2006 letter (“Staff Letter”) regarding our response dated August 2, 2006. Based on a telephone call from Sandy Eisen of the staff of the Division of Corporation Finance (the “Staff”) we received on or about August 31, 2006, it is our understanding that the Staff is giving further consideration to certain matters relating to the comments in the Staff Letter. We currently expect to provide a response during the week ending September 22, 2006 and will update you by telephone if we anticipate a delay in responding by that time. We look forward to hearing from the Staff and to resolving any remaining comments relating to the above-referenced filing (the “2005 10-K”).
The company hereby acknowledges that:
· the company is responsible for the adequacy and accuracy of the disclosure in the 2005 10-K;
· Staff comments or changes to disclosure in response to Staff comments do not foreclose the Securities and Exchange Commission (the “Commission”) from taking any action with respect to the 2005 10-K; and
· the company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any persons under the federal securities laws of the United States.
United States Securities and Exchange Commission
September 7, 2006
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| Sincerely, | |
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| /s/ James P. Ulm, II |
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| Senior Vice President and |
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| Chief Financial Officer |
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cc: | Mr. H. Roger Schwall |
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| Ms. Sandy Eisen |
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