UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 001-07792

TAX-ADVANTAGED SAVINGS PLAN OF

POGO PRODUCING COMPANY

(Exact name of registrant as specified in its charter)

700 Milam, Suite 3100

Houston, Texas 77002

(713) 579-6000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Plan Interests under the Tax-Advantaged Savings Plan of Pogo Producing Company

(Title of each class of securities covered by this Form)

None

(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:

 

Rule 12g-4(a)(1)(i)		¨			Rule 12h-3(b)(1)(i)		x
Rule 12g-4(a)(1)(ii)		¨			Rule 12h-3(b)(1)(ii)		¨
Rule 12g-4(a)(2)(i)		¨			Rule 12h-3(b)(2)(i)		¨
Rule 12g-4(a)(2)(ii)		¨			Rule 12h-3(b)(2)(ii)		¨
					Rule 15d-6		¨

Approximate number of holders of record as of the certification or notice date: None

 

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Tax-Advantaged Savings Plan of Pogo Producing Company has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

 

Date: January 14, 2008		By:		/S/ WINSTON M. TALBERT
				Name:		Winston M. Talbert
				Title:		Executive Vice President and Chief Financial Officer