FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Killelea Michael J   2. Issuer Name and Ticker or Trading Symbol POGO PRODUCING CO [PPP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. VP & General Counsel (Last) (First) (Middle) 5 GREENWAY PLAZA, SUITE 2700 3. Date of Earliest Transaction (Month/Day/Year) 11/06/2007 (Street) HOUSTON, TX 77046 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Pogo Producing Company Common Stock 11/06/2007   D   31,598 D (1) 0 D   Pogo Producing Company Common Stock 11/06/2007   D   2,343 D (1) 0 I 401(k)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to purchase Pogo Common Stock

$ 20.3125

11/06/2007

D

2,000

(2)

07/31/2010

Common Stock

2,000

(2)

0

D

Options to purchase Pogo Common Stock

$ 24.77

11/06/2007

D

8,000

(3)

07/31/2011

Common Stock

8,000

(3)

0

D

Options to purchase Pogo Common stock

$ 29.775

11/06/2007

D

15,000

(4)

07/31/2012

Common Stock

15,000

(4)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Killelea Michael J 5 GREENWAY PLAZA, SUITE 2700 HOUSTON, TX 77046			Sr. VP & General Counsel

Signatures

Michael J. Killelea		11/06/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Disposed of pursuant to the merger agreement between issurer and Plains Exploration & Production Company in exchange for aggregate consideration of $58.4833/share (which may consist of cash, Plains stock, or a combination thereof) as provided for in the merger agreement.
(2)	This option which provided for vesting in three equal annual installments beginning August 1, 2001 was converted in the merger into a cash payment of $76,341.60 representing the product of the number of shares subject to the option and the difference between the exercise price of the option and the aggregate consideration per share provided for in the merger agreement.
(3)	This option which provided for vesting in three equal annual installments beginning August 1, 2002 was converted in the merger into a cash payment of $269,706.40 representing the product of the number of shares subject to the option and the difference between the exercise price of the option and the aggregate consideration per share provided for in the merger agreement.
(4)	This option which provided for vesting in three equal annual installments beginning August 1, 2003 was converted in the merger into a cash payment of $430,624.50 representing the product of the number of shares subject to the option and the difference between the exercise price of the option and the aggregate consideration per share provided for in the merger agreement.

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