UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-102)

Item 1.

Security and Issuer

This statement relates to the Common Stock, par value $1.00 (“Common Shares”), of Pogo Producing Company (the “Issuer”). The principal executive offices of the Issuer are located at Five Greenway Plaza, Suite 2700, Houston, Texas 77046-0504.

Item 2.

Identity and Background

Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), this Schedule 13D Statement is hereby filed by the following persons (collectively, the “Reporting Persons”):  TRT Holdings, Inc. (“TRT”) and Robert B. Rowling (“Mr. Rowling”).

TRT is a corporation organized under the laws of the State of Delaware.  TRT’s principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries.  Its business address is 420 Decker Drive, Suite 100, Irving, Texas  75062.

The business addresses of the directors and executive officers of TRT are set forth on Attachment 1 to this Statement and incorporated herein by reference.

All persons named on Attachment 1 to this Statement are citizens of the United States. 

Mr. Rowling is an individual resident of the State of Texas and a citizen of the United States.  Mr. Rowling’s principal occupation is directing the business operations of TRT and its affiliates.  In that capacity, Mr. Rowling acts as the Chairman of the Board of TRT and a member of its Board of Directors.  Mr. Rowling’s address is 420 Decker Drive, Suite 100, Irving, Texas  75062.

During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person named on Attachment 1 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration

As of the close of business on October 4, 2006, TRT has acquired 5,345,080 Common Shares on the New York Stock Exchange for an aggregate purchase price of $219,920,905.93, which includes $213,799.20 in commissions, utilizing the working capital of TRT to purchase such Common Shares.

Item 4.

Purpose of Transaction

The purpose of the acquisition of the Common Shares is to pursue a passive investment in the Issuer.

The Reporting Persons have no present plans or proposals that relate to or that would result in any of the following actions:

(a)           Except as set forth below, the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)           An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)           A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)           Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)           Any material change in the present capitalization or dividend policy of the Issuer;

(f)            Any other material change in the Issuer’s business or corporate structure;

(g)           Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)           Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)            A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j)            Any action similar to any of those enumerated above.

The Reporting Persons may, depending on market conditions, purchase in open market transactions additional Common Shares as a passive investment, but do not intend for their ownership of Common Shares to exceed 9.9% of the Common Shares outstanding.

Subject to the foregoing, the Reporting Persons intend to continue to evaluate the Issuer’s business, prospects and financial condition, the market for the Common Shares, monetary and stock market conditions and other further developments.  As a part of such evaluation, one or both of the Reporting Persons, or their respective agents, may participate in meetings or hold discussions with the Issuer’s management, other shareholders and other persons, in which discussions the Reporting Persons or their agents may express their views with respect to the operations, assets, capital structure or ownership of the Issuer, and possible changes therein as a means of enhancing shareholder value. Such expression of views may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of the Schedule 13D form.

Item 5.

Interest in Securities of the Issuer

(a)           Pursuant to Rule 13d-3(a), at the close of business on October 4, 2006, each of the Reporting Persons may be deemed to be the beneficial owner of 5,345,080 of the Common Shares, which constitute approximately 9.21% of the 58,032,847 Common Shares outstanding at July 25, 2006, according to the Issuer’s Quarterly Report on Form 10-Q filed on July 28, 2006.  TRT directly owns the Common Shares of Issuer.  Mr. Rowling indirectly owns such Common Shares due to his ownership of all of the voting Class B shares of TRT.

(b)           Each of the Reporting Persons, either directly or indirectly, has the power to vote or to direct the vote and to dispose or to direct the disposition of the Common Shares reported in Item 5(a).

(c)           The table below specifies the date, amount and price of Common Shares purchased by TRT on the New York Stock Exchange during the past sixty days.

*Please see Exhibit 3 for a detailed listing of each purchase made on each purchase date.

(d)           Not applicable.

(e)           Not applicable.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

By virtue of being the sole stockholder of the voting Class B shares of TRT, Mr. Rowling may be deemed to have the power to direct the vote or disposition of the Common Shares reported in Item 5(a).  Otherwise, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and between the Reporting Persons and any other Person with respect to securities of the Issuer.

Item 7.

Material to Be Filed as Exhibits

Exhibit 1

Joint Filing Agreement Pursuant to Rule 13d-1(k)

Exhibit 2

Power of Attorney

Exhibit 3

Table of Daily Purchases

TRT Holdings, Inc.

By:

/s/ Terrell T. Philen, Jr.

Name:

Terrell T. Philen, Jr.

Title:

Senior Vice President, Chief Financial
Officer and Treasurer

/s/ Robert B. Rowling

Name:

Robert B. Rowling

Name

Business Address

Office

Robert B. Rowling

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Director

James D. Caldwell

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Director

David G. Adams

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Director

OFFICERS

Name

Business Address

Office

Robert B. Rowling

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Chairman of the Board

James D. Caldwell

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

President

David G. Adams

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Senior Vice President – Taxation and Assistant Secretary

Terrell T. Philen, Jr.

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Senior Vice President, Chief Financial Officer and Treasurer

Name

Business Address

Office

Michael G. Smith

TRT Holdings, Inc.
420 Decker Drive
Suite 100
Irving, Texas 75062

Senior Vice President, General Counsel and Secretary