EXHIBIT 28
{LOGO}    RYDER SCOTT COMPANY
          PETROLEUM ENGINEERS                               FAX (713) 651-0849

1100 LOUISIANA  SUITE 3800  HOUSTON, TEXAS 77002-5218  TELEPHONE (713) 651-9191

                                   January 28, 1994

Pogo Producing Company
Post Office Box 61289
Houston, Texas  77208

Gentlemen:

          At your request we have prepared an estimate of the
reserves, future production, and income attributable to certain
leasehold and royalty interests of Pogo Producing Company and its
wholly owned subsidiaries (the Company) as of December 31, 1993.  In
accordance with the requirements of FASB 69, our estimates of the
Company's net proved reserves as of December 31, 1990, 1991, 1992, and
1993, as contained in this report and our previous reports, are
presented in attached Table No. 1 together with a tabulation of the
components of the differences in the estimates as of such dates.  The
Company's reserves in the United States are located in the states of
Louisiana, New Mexico, Oklahoma, Texas, and in state and federal
waters offshore Alabama, Louisiana, and Texas.  The Company's foreign
reserves are located offshore Thailand.

          The estimated reserve volumes and future income amounts
presented in this report are related to hydrocarbon prices.  December
1993 hydrocarbon prices were used in the preparation of this report as
required by Securities and Exchange Commission (SEC) and Financial
Accounting Standards Bulletin No. 69 (FASB 69) guidelines; however,
actual future prices may vary significantly from December 1993 prices.
Therefore, volumes of reserves actually recovered and amounts of
income actually received may differ from the estimated quantities
presented in this report.  Our estimates of the proved net reserves
attributable to the interests of the Company as of December 31, 1993
are shown below:


                                           Proved Net Reserves      
                                         As of December 31, 1993  
                                         Liquid Barrels  Gas MMCF
                                                                 
         Developed and Undeveloped                               
            United States                  22,843,628    199,392 
            Foreign                         5,424,813     33,474
                                           -----------   --------
               Total Worldwide             28,268,441    232,866 
                                                                 
         Developed                                               
            United States                  20,976,194    183,139 
            Foreign                                 0          0
                                           -----------   --------
               Total Worldwide             20,976,194    183,139 

          The "Liquid" reserves shown above are comprised of crude
oil, condensate, and natural gas liquids.  Natural gas liquids
comprise 18 percent of the Company's developed liquid reserves and 14
percent of the Company's developed and undeveloped liquid reserves.
All hydrocarbon liquid reserves are expressed in standard 42 gallon
barrels.  All gas volumes are sales gas expressed in MMCF at the
pressure and temperature bases of the area where the gas reserves are
located.


          The proved reserves presented in this report comply with the
SEC's Regulation S-X Part 210.4-10 Sec. (a) as clarified by subsequent
Commission Staff Accounting Bulletins, and are based on the following
definitions and criteria:

          Proved reserves of crude oil, condensate, natural gas, and
     natural gas liquids are estimated quantities that geological and
     engineering data demonstrate with reasonable certainty to be
     recoverable in the future from known reservoirs under existing
     conditions.  Reservoirs are considered proved if economic
     producibility is supported by actual production or formation
     tests.  In certain instances, proved reserves are assigned on the
     basis of a combination of core analysis and electrical and other
     type logs which indicate the reservoirs are analogous to
     reservoirs in the same field which are producing or have
     demonstrated the ability to produce on a formation test.  The
     area of a reservoir considered proved includes (1) that portion
     delineated by drilling and defined by fluid contacts, if any, and
     (2) the adjoining portions not yet drilled that can be reasonably
     judged as economically productive on the basis of available
     geological and engineering data.  In the absence of data on fluid
     contacts, the lowest known structural occurrence of hydrocarbons
     controls the lower proved limit of the reservoir.  Proved
     reserves are estimates of hydrocarbons to be recovered from a
     given date forward.  They may be revised as hydrocarbons are
     produced and additional data become available.  Proved natural
     gas reserves are comprised of non-associated, associated, and
     dissolved gas.  An appropriate reduction in gas reserves has been
     made for the expected removal of natural gas liquids, for lease
     and plant fuel, and the exclusion of non-hydrocarbon gases if
     they occur in significant quantities and are removed prior to
     sale.  Reserves that can be produced economically through the
     application of improved recovery techniques are included in the
     proved classification when these qualifications are met:  (1)
     successful testing by a pilot project or the operation of an
     installed program in the reservoir provides support for the
     engineering analysis on which the project or program was based,
     and (2) it is reasonably certain the project will proceed.
     Improved recovery includes all methods for supplementing natural
     reservoir forces and energy, or otherwise increasing ultimate
     recovery from a reservoir, including (1) pressure maintenance,
     (2) cycling, and (3) secondary recovery in its original sense.
     Improved recovery also includes the enhanced recovery methods of
     thermal, chemical flooding, and the use of miscible and
     immiscible displacement fluids.  Estimates of proved reserves do
     not include crude oil, natural gas, or natural gas liquids being
     held in underground storage.  Depending on the status of
     development, these proved reserves are further subdivided into:
     
          (i)  "developed reserves" which are those proved reserves
          reasonably expected to be recovered through existing wells
          with existing equipment and operating methods, including (a)
          "developed producing reserves" which are those proved
          developed reserves reasonably expected to be produced from
          existing completion intervals now open for production in
          existing wells, and (b) "developed non-producing reserves"
          which are those proved developed reserves which exist behind
          the casing of existing wells which are reasonably expected
          to be produced through these wells in the predictable future
          where the cost of making such hydrocarbons available for
          production should be relatively small compared to the cost
          of a new well; and
          
          (ii) "undeveloped reserves" which are those proved reserves
          reasonably expected to be recovered from new wells on
          undrilled acreage, from existing wells where a relatively
          large expenditure is required, and from acreage for which an
          application of fluid injection or other improved recovery
          technique is contemplated where the technique has been
          proved effective by actual tests in the area in the same
          reservoir.  Reserves from undrilled acreage are limited to
          those drilling units offsetting productive units that

                         
          are reasonably certain of production when drilled.  Proved
          reserves for other undrilled units are included only where
          it can be demonstrated with reasonable certainty that there
          is continuity of production from the existing productive
          formation.
          
          Because of the direct relationship between volumes of proved
undeveloped reserves and development plans, we include in the proved
undeveloped category only reserves assigned to undeveloped locations
that we have been assured will definitely be drilled and reserves
assigned to the undeveloped portions of secondary or tertiary projects
which we have been assured will definitely be developed.

          The Company has interests in certain tracts which have
substantial additional hydrocarbon quantities which cannot be
classified as proved and consequently are not included herein.  The
Company has active exploratory and development drilling programs which
may result in the reclassification of significant additional volumes
to the proved category.

          In accordance with the requirements of FASB 69, our
estimates of future cash inflows, future costs, and future net cash
inflows before income tax as of December 31, 1993 from this report and
as of December 31, 1992 from our previous report are presented below.

                                             As of December 31
                                            1993            1992
                                                                    
         Future Cash Inflows            $895,060,044    $866,414,345
                                                                    
         Future Costs                                               
             Production                 $211,741,925    $189,897,073
             Development                 133,257,042     105,843,039
                                        ------------    -------------
                 Total Costs            $344,998,967    $295,740,112
                                                                    
         Future Net Cash Inflows                                    
             Before Income Tax          $550,061,077    $570,674,233
                                                                    
         Present Value at 10%                                       
             Before Income Tax          $403,840,199    $405,101,565


          Our estimates as of December 31, 1993 and 1992 of future
cash inflows, future costs, future net cash inflows before income tax,
and present value at 10 percent before income tax are shown
individually for total worldwide, total United States (onshore and
offshore), and foreign areas in Table No. 2 which is attached.

          The future cash inflows are gross revenues before any
deductions.  The production costs were based on current data and
include production taxes, ad valorem taxes, and certain other items
such as transportation costs in addition to the operating costs
directly applicable to the individual leases or wells.  The
development costs were based on current data and include dismantlement
and abandonment costs net of salvage for properties where such costs
are relatively significant.

          The Company furnished us with gas prices in effect at
December 31, 1993 and with its forecasts of future gas prices which
take into account SEC guidelines, current market prices, contract
prices, and fixed and determinable price escalations where applicable.
In accordance with SEC guidelines, the future gas prices used in this
report make no allowances for future gas price increases which may
occur as a result of inflation nor do they account for seasonal
variations in gas prices



which may cause future yearly average gas prices to be
somewhat lower than December gas prices.  For gas sold
under contract, the contract gas price including fixed and
determinable escalations exclusive of inflation adjustments, was used
until the contract expires and then was adjusted to the current market
price for the area and held at this adjusted price to depletion of the
reserves.

          The Company furnished us with liquid prices in effect at
December 31, 1993 and these prices were held constant to depletion of
the properties.  In accordance with SEC guidelines, changes in liquid
prices subsequent to December 31, 1993 were not considered in this
report.

          The estimates of future net revenue from the Company's
foreign property are based on existing law.  Operating costs for the
leases and wells in this report were based on the operating expense
reports of the Company and include only those costs directly
applicable to the leases or wells.  When applicable, the operating
costs include a portion of general and administrative costs allocated
directly to the leases and wells under terms of operating agreements.
Development costs were furnished to us by the Company and are based on
authorizations for expenditure for the proposed work or actual costs
for similar projects.  The current operating and development costs
were held constant throughout the life of the properties.  For
properties located onshore, this study did not consider the salvage
value of the lease equipment or the abandonment cost since both are
relatively insignificant and tend to offset each other.  The estimated
net cost of abandonment after salvage was included for offshore
properties where abandonment costs net of salvage are significant.
The estimates of the offshore net abandonment costs furnished by the
Company were accepted without independent verification.  No deduction
was made for indirect costs such as general administration and
overhead expenses, loan repayments, interest expenses, and exploration
and development prepayments.  The Company supplied data on accumulated
gas production imbalances which were taken into account in our
estimates of future production and income

          The estimates of reserves presented herein are based upon a
detailed study of the properties in which the Company owns an
interest; however, we have not made any field examination of the
properties.  No consideration was given in this report to potential
environmental liabilities which may exist nor were any costs included
for potential liability to restore and clean up damages, if any,
caused by past operating practices.  The Company has informed us that
they have furnished us all of the accounts, records, geological and
engineering data and reports, and other data required for this
investigation.  The ownership interests, prices, and other factual
data furnished by the Company were accepted without independent
verification.  The estimates presented in this report are based on
data available through December 1993.

          The reserves included in this report are estimates only and
should not be construed as being exact quantities.  They may or may
not be actually recovered, and if recovered, the revenues therefrom
and the actual costs related thereto could be more or less than the
estimated amounts.  Moreover, estimates of reserves may increase or
decrease as a result of future operations.

          In general, we estimate that future gas production rates
will continue to be the same as the average rate for the latest
available 12 months of actual production until such time that the well
or wells are incapable of producing at this rate.  The well or wells
were then projected to decline at their decreasing delivery capacity
rate.  Our general policy on estimates of future gas production rates
is adjusted when necessary to reflect actual gas market conditions in
specific cases.  The future production rates from wells now on
production may be more or less than estimated because of changes in
market demand or allowables set by regulatory bodies.  Wells or
locations which are not currently producing may start producing
earlier or later than anticipated in our estimates of their future
production rates.


          While it may reasonably be anticipated that the future
prices received for the sale of production and the operating costs and
other costs relating to such production may also increase or decrease
from existing levels, such changes were, in accordance with rules
adopted by the SEC, omitted from consideration in making this
evaluation.

          Neither we nor any of our employees have any interest in the
subject properties and neither the employment to make this study nor
the compensation is contingent on our estimates of reserves and future
cash inflows for the subject properties.

                                   Very truly yours,

                                   RYDER SCOTT COMPANY
                                   PETROLEUM ENGINEERS


                               /s/ Fred P. Richoux
                                   Fred P. Richoux, P.E.
                                   Group Vice President

                                   TABLE NO. 1
                                        
                             POGO PRODUCING COMPANY
                             Proved Net Reserve Data


                                                                                              United States             
                                                  Total Worldwide                      Total Onshore and Offshore
                                          1993          1992          1991          1993         1992          1991     
                                                                                          
Net Proved Liquid(1)                                                                                                      
Reserves, Barrels                                                                                                       
Developed and Undeveloped                                                                                               
   Beginning of Year                   22,555,788    18,818,091     19,090,376   19,978,881   18,818,091    19,090,376  
      Revisions                           342,022     1,721,385        782,707      342,022    1,721,385       782,707  
      Extensions and Discoveries        9,764,408     5,486,273      1,612,983    6,916,502    2,909,366     1,612,983  
      Improved Recovery                         0             0              0            0            0             0  
      Estimated Production             -4,219,873    -3,611,105     -2,931,465   -4,219,873   -3,611,105    -2,931,465  
      Purchase of Reserves In-Place       182,610       335,750        263,495      182,610      335,750       263,495  
      Sales of Reserves In-Place         -356,514      -194,606             -5     -356,514     -194,606            -5  
End of Year                            28,268,441    22,555,788     18,818,091   22,843,628   19,978,881    18,818,091  
                                                                                          
                                                                                                                        
Developed                                                                                                               
   Beginning of Year                   18,798,149    17,549,830     17,841,751   18,798,149  17,549,830    17,841,751  
   End of Year                         20,976,194    18,798,149     17,549,830   20,976,194  18,798,149    17,549,830  
                                                                                          
                                                                                                                        
Net Proved Gas                                                                                                          
Reserves, Millions of Cubic Feet                                                                                        
Developed and Undeveloped                                                                                               
   Beginning of Year                      207,068       202,735        217,500      196,400      202,735       217,500  
      Revisions                             1,148        20,284          3,531        1,148       20,284         3,531  
      Extensions and Discoveries           55,626        19,126         16,157       32,820        8,458        16,157  
      Improved Recovery                         0             0              0            0            0             0  
      Estimated Production                -32,319       -40,581        -39,362      -32,319      -40,581       -39,362  
      Purchase of Reserves In-Place        13,192        10,237          4,913       13,192       10,237         4,913  
      Sales of Reserves In-Place          -11,849        -4,733             -4      -11,849       -4,733            -4  
End of Year                               232,866       207,068        202,735      199,392      196,400       202,735  
                                                                                                                        
Developed                                                                                                               
   Beginning of Year                      175,523       188,090        202,471      175,523      188,090       202,471  
   End of Year                            183,139       175,523        188,090      183,139      175,523       188,090  


                                                         Foreign
                                                     Thailand Offshore
                                                 1993        1992      1991
                                                           
Net Proved Liquid(1)                                                     
Reserves, Barrels                                                      
Developed and Undeveloped                                                   
   Beginning of Year                          2,576,907            0       0
      Revisions                                       0            0       0
      Extensions and Discoveries              2,847,906    2,576,907       0
      Improved Recovery                               0            0       0
      Estimated Production                            0            0       0
      Purchase of Reserves In-Place                   0            0       0
      Sales of Reserves In-Place                      0            0       0
End of Year                                   5,424,813    2,576,907       0
                                                                            
Developed                                                                   
   Beginning of Year                                  0            0       0
   End of Year                                        0            0       0
                                                                            
Net Proved Gas                                                              
Reserves, Millions of Cubic Feet                                            
Developed and Undeveloped                                                   
   Beginning of Year                             10,668            0       0
      Revisions                                       0            0       0
      Extensions and Discoveries                 22,806       10,668       0
      Improved Recovery                               0            0       0
      Estimated Production                            0            0       0
      Purchase of Reserves In-Place                   0            0       0
      Sales of Reserves In-Place                      0            0       0
End of Year                                      33,474       10,668       0
                                                                            
Developed                                                                   
   Beginning of Year                                  0            0       0
   End of Year                                        0            0       0

_______________________________
(1) Liquid  reserves  shown  above are comprised of crude  oil,  condensate,  and
    natural gas liquids.


                                   TABLE NO. 2
                                        
                             POGO PRODUCING COMPANY
                    Cash Inflow and Cost Data (U.S. Dollars)


 
                                                                       United States                                    
                                    Total Worldwide                 Onshore and Offshore              Thailand Offshore
                                   As of December 31                  As of December 31               As of December 31
                                  1993             1992             1993           1992             1993             1992
                                                                                                 
   Future Cash Inflows(1)      $895,060,044     $866,414,345     $744,200,701   $791,864,973     $150,859,343      $74,549,372
                                                                           
   Future Costs                                                                                                               
      Production(2)            $211,741,925     $189,897,073     $158,934,102   $173,355,154    $  52,807,823      $16,541,919
                                                                           
      Development(3)            133,257,042      105,843,039       79,734,742     80,887,079       53,522,300       24,955,960
                                                                                                                              
   Total Costs                 $344,998,967     $295,740,112     $238,668,844   $254,242,233     $106,330,123      $41,497,879
                                                                           
   Future Cash Inflows                                                                                                        
      Before Income Tax        $550,061,077     $570,674,233     $505,531,857   $537,622,740    $  44,529,220      $33,051,493
                                                                           
   Present Value @ 10%                                                                                                        
      Before Income Tax        $403,840,199     $405,101,565     $386,673,722   $390,893,269    $  17,166,477      $14,208,296
                                                                           
                                                                                

_______________________________
(1) Gross revenues before any deductions.
(2) Includes  production taxes in the U.S.A., SRB taxes in Thailand,  ad  valorem
    taxes and certain other items such as transportation charges.
(3) Includes future abandonment costs net of salvage for offshore properties where
    such costs are relatively significant.