UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.__1__)*
POGO PRODUCING COMPANY
----------------------
(Name of Issuer)
COMMON STOCK, $1.00 PAR VALUE
-----------------------------
(Title of Class of Securities)
730448107
---------
(CUSIP Number)
December 31, 2006
-----------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
(Page 1 of 4 Pages)
CUSIP No. 730448107
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1. Names of Reporting Persons. KLINGENSTEIN, FIELDS & CO., L.L.C.
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization DELAWARE
Number of 5. Sole Voting Power 0
Shares
Beneficially 6. Shared Voting Power 3,100,006
Owned by
Each Reporting 7. Sole Dispositive Power 0
Person With
8. Shared Dispositive Power 3,100,006
9. Aggregate Amount Beneficially Owned by Each Reporting Person. 3,100,006
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions).
11. Percent of Class Represented by Amount in Row (9) 5.3%
12. Type of Reporting Person (See Instructions) IA
2
ITEM 1
(a) Name of Issuer: POGO PRODUCING COMPANY
(b) Address of Issuer's Principal Executive Offices
FIVE GREENWAY PLAZA
SUITE 2700
HOUSTON, TEXAS 77046-0504
ITEM 2
(a) Name of Person Filing
KLINGENSTEIN, FIELDS & CO., L.L.C.
(b) Address of Principal Business Office or, if none, Residence 787
SEVENTH AVENUE NEW YORK, NEW YORK 10019
(c) Citizenship
DELAWARE
(d) Title of Class of Securities
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(e) CUSIP Number: 730448107
ITEM 3
KLINGENSTEIN, FIELDS & CO., L.L.C. IS AN INVESTMENT ADVISER
IN ACCORDANCE WITH SS.240.13D-1(B)(1)(II)(E).
ITEM 4
(a) Amount Beneficially Owned:
3,100,006
(b) Percent of Class
5.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 0
(ii) shared power to vote or to direct the vote 3,100,006
(iii) sole power to dispose or to direct the disposition of 0
(iv) shared power to dispose or to direct the disposition of
3,100,006
3
ITEM 5
Ownership of Five Percent or Less of a Class
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE
DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE
THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING . [ ]
ITEM 6
Ownership of More than Five Percent on Behalf of Another
Person
NOT APPLICABLE
ITEM 7
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
NOT APPLICABLE
ITEM 8
Identification and Classification of Members of the Group
NOT APPLICABLE
ITEM 9
Notice of Dissolution of Group
NOT APPLICABLE
ITEM 10
Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
February 5, 2007
Klingenstein, Fields & Co., L.L.C.
By: /s/ Jonathan Roberts
-------------------------------
Jonathan Roberts, Member