1
(RYDER SCOTT COMPANY LETTERHEAD)

                                                                      EXHIBIT 28




                                             February 3, 1995



Pogo Producing Company
Post Office Box 2504
Houston, Texas  77252-2504

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, 1994.  In accordance with the requirements of FASB 69, our
estimates of the Company's net proved reserves as of December 31, 1991, 1992,
1993, and 1994, 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 Colorado, Louisiana, New
Mexico, Oklahoma, Texas, and in state and federal waters offshore 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 1994 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 1994 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, 1994 are shown
below:





                                                       Proved Net Reserves
                                                      As of December 31, 1994
                                               ------------------------------------
                                               Liquid, Barrels            Gas, MMCF
                                               ---------------            ---------
                                                                     
 Developed and Undeveloped
    United States                                26,187,240                186,151
    Foreign                                       7,674,372                 56,739
                                                -----------               --------
       Total Worldwide                           33,861,612                242,890

 Developed
    United States                                24,669,755                178,518
    Foreign                                               0                      0
                                                -----------               --------
       Total Worldwide                           24,669,755                178,518


                 The "Liquid" reserves shown above are comprised of crude oil,
condensate, and natural gas liquids.  Natural gas liquids comprise 17 percent
of the Company's developed liquid reserves and 13 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.
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Pogo Producing Company 
February 3, 1995       
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                 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
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Pogo Producing Company 
February 3, 1995       
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                 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, 1994 from this report and as of December 31, 1993 from
our previous report are presented below.



                                                        As of December 31
                                            -----------------------------------------
                                                1994                        1993
                                            -------------               -------------
                                                                   
 Future Cash Inflows                          985,887,955                $895,060,044

 Future Costs
     Production                              $253,140,202                $211,741,925
     Development                              180,838,861                 133,257,042
                                            -------------               -------------
         Total Costs                         $433,979,063                $344,998,967

 Future Net Cash Inflows
     Before Income Tax                       $551,908,892                $550,061,077

 Present Value at 10%
     Before Income Tax                       $382,979,729                $403,840,199


                 Our estimates as of December 31, 1994 and 1993 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, 1994 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
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Pogo Producing Company 
February 3, 1995       
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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, 1994 and these prices were held constant to depletion of the
properties.  In accordance with SEC guidelines, changes in liquid prices
subsequent to December 31, 1994 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
1994.

                 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.
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Pogo Producing Company 
February 3, 1995       
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                 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
FPR/sw
   6
                                   TABLE NO. 1

                             POGO PRODUCING COMPANY
                             Proved Net Resere Data




                                                                         United States                          Foreign
                                     Total Worldwide               Total Onshore and Offshore              Thailand Offshore
                           ----------------------------------  ----------------------------------   --------------------------------
                              1994        1993        1992       1994         1993       1992         1994        1993       1992
                           ----------  ----------  ----------  ----------   ---------- ----------   ---------   ---------  ---------
                                                                                                
Net Proved Liquid(1)            
Reserves, Barrels             
- ------------------
Developed and Undeveloped                   
 Beginning  of Year        28,268,441  22,555,788  18,818,091  22,843,628  19,978,881  18,818,091   5,424,813   2,576,907         0
  Revisions                 1,286,984     342,022   1,721,385   1,286,984     342,022   1,721,385           0           0         0
  Extensions and                                                                                                            
   Discoveries              6,565,442   9,764,408   5,486,273   4,315,883    6,916,502  2,909,366   2,249,559   2,847,906  2,576,907
  Improved Recovery                 0           0           0           0            0          0           0           0          0
   Estimated Production    -4,945,677  -4,219,873  -3,611,105  -4,945,677   -4,219,873 -3,611,105           0           0          0
   Purchase of                                                                                                             
    Reserves In-Place       2,686,919     182,610     335,750   2,686,919      182,610    335,750           0           0          0
   Sales  of Reserves                                                                                             
    In-Place                     -497    -356,514    -194,606        -497     -356,514   -194,606           0           0          0
                           ----------  ----------  ----------  ----------   ---------- ----------   ---------   ---------  ---------
End of Year                33,861,612  28,268,441  22,555,788  26,187,240   22,843,628 19,978,881   7,674,372   5,424,813  2,576,907

Developed                                       
 Beginning of Year         20,976,194  18,798,149  17,549,830  20,976,194   18,798,149 17,549,830           0           0         0
   End of Year             24,669,755  20,976,194  18,798,149  24,669,755   20,976,194 18,798,149           0           0         0

Net Proved Gas Reserves,                                       
Millions of Cubic Feet                                            
- ------------------------
Developed and Undeveloped                                     
 Beginning  of Year           232,866     207,068     202,735     199,392      196,400    202,735      33,474      10,668         0
  Revisions                    -2,558       1,148      20,284      -2,558        1,148     20,284           0           0         0
 Extensions and                                                                                                            
   Discoveries                 49,517      55,626      19,126      26,252       32,820      8,458      23,265      22,806    10,668
 Improved Recovery                  0           0           0           0            0          0           0           0         0
 Estimated Production         -52,618     -32,319     -40,581     -52,618      -32,319    -40,581           0           0         0
 Purchase of Reserves                                                                                                               
  In-Place                     15,792      13,192      10,237      15,792       13,192     10,237           0           0         0
 Sales  of Reserves      
  In-Place                       -109     -11,849      -4,733        -109      -11,849     -4,733           0           0         0
                           ----------  ----------  ----------  ----------   ---------- ----------   ---------   ---------  ---------
End of Year                   242,890     232,866     207,068     186,151      199,392    196,400      56,739      33,474    10,668

Developed                                       
 Beginning of Year           183,139      175,523     188,090     183,139      175,523    188,090           0           0         0
 End of Year                 178,518      183,139     175,523     178,518      183,139    175,523           0           0         0
                      

_______________________________
(1)  Liquid reserves shown above are comprised of crude oil, condensate
     and natural gas liquids.
   7
                              
                                  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
                               ----------------------------    ----------------------------    ----------------------------
                                   1994            1993             1994            1993          1994            1993
                               ------------    ------------    ------------    ------------    ------------    ------------
                                                                                             
Future Cash Inflows(1)         $985,887,955    $895,060,044    $720,085,779    $744,200,701    $265,802,176    $150,859,343
Future Costs 
  Production(2)                $253,140,202    $211,741,925    $192,833,675    $158,934,102    $ 60,306,527    $ 52,807,823
  Development(3)                180,838,861     133,257,042      86,683,951      79,734,742      94,154,910      53,522,300
                               ------------    ------------    ------------    ------------    ------------    ------------

Total Costs                    $433,979,063    $344,998,967    $279,517,626    $238,668,844    $154,461,437    $106,330,123

Future Cash Inflows                                                                                           
  Before Income Tax            $551,908,892    $550,061,077    $440,568,153    $505,531,857    $111,340,739    $ 44,529,220
                                                                                                     
Present Value @ 10%                                                                                               
  Before Income Tax            $382,979,729    $403,840,199    $330,867,582    $386,673,722    $ 52,112,147    $ 17,166,477



_______________________________
(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.