PROSPECTUS SUPPLEMENT NO. 2 DATED NOVEMBER 20, 1996 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, 1996 (the "Notes") of Pogo Producing Company (the
"Company") was included, among others, in the original Prospectus for
the Notes, dated September 26, 1996, as an "Unnamed holders of Notes" in the
table set forth in the The Selling Holders section of the Prospectus. It
has requested that the Company file a Prospectus Supplement identifying
it as a Selling Holder. The information concerning 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(8)
Vanguard Convertible Securities
Fund, Inc.(10b) $ 1,000,000 23,705
----------- ---------
SUBTOTAL (This Supplement).... 1,000,000 23,705
----------- ---------
SUBTOTAL (All named Selling
(Holders Through the date of
this Prospectus Supplement).. 76,125,000 1,804,535
----------- ---------
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(14) 38,875,000 921,537(15)
----------- ---------
TOTAL................. $115,000,000 2,726,072
=========== =========
___________________________
(8) 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.
(10b) The information set forth with respect to this Selling Holder is true
and complete as of November 18, 1996.
(14) 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.
(15) 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.
In addition to the foregoing changes, the Prospectus is hereby
amended to include the following information:
The last sentence of the second full paragraph on page 10 of the
Prospectus is hereby corrected to read:
"Except as otherwise indicated or as a result of the ownership
of the Securities indicated below, none of the Selling Holders
have had any material relationship with the Company or any of its
affiliates within the past three years."
A footnote 10a is added to the table of Selling Holders after the
name of the Selling Holder "Merrill Lynch, Pierce, Fenner & Smith
Incorporated" which reads as follows:
"10a From time to time, Merrill Lynch, Pierce Fenner & Smith
Incorporated, or its affiliates, have provided investment
banking and advisory services to the Company."
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: NOVEMBER 20, 1996