**Exhibit 99.6**

 
|   |   | MILLER AND LENTS, LTD.                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   | INTERNATIONAL OIL AND GAS  CONSULTANTS  TWENTY-SEVENTH FLOOR  1100 LOUISIANA  HOUSTON, TEXAS 77002-5216  TELEPHONE  713 651-9455  TELEFAX 713 654-9914e-mail: mail@millerandlents.comJanuary 27, 2003 | MARTIN G. MILLER (1948-1980)  MAX R. LENTS (1948-2001)  KENNETH B. FORD  JAMES C. PEARSON  GREGORY W. ARMES  S. J. STIEBER  JAMES A. COLE  CHRISTOPHER A. BUTTA  R. W. FRAZIER  MICHAEL S. YOUNGWILLIAM P. KOZACHARLES G. GUFFEY  GEORGE SCHAEFERGARY B. KNAPPCARL D. RICHARD  LUCY B. KING  LESLIE A. FALLON  STEVEN D. MILLS  GUY M. MILLER  ROBERT J. OBERSTSTEPHEN M. HAMBURG  JACOB G. WALKER  SATISH K. KALRA  DAVID A. FENTON  GARY W. PRIDDY  CHARLES F. BINGLE |

 

POGO Producing Company5 Greenway Plaza, Suite 2700Houston, Texas 77046-0504

 
|   |   | Re: | Reserves and Future Net Revenues  As of December 31, 2002  SEC Price Case |
|--------|--------|-----|---------------------------------------------------------------------------|

 

Gentlemen:

 

At your request, we reviewed the estimates ofproved reserves of oil, natural gas liquids, and gas and the future netrevenues associated with these reserves that POGO Producing Company,hereinafter POGO, attributes to its net interests in oil and gas propertieslocated in Louisiana, Texas, and Wyoming as of December 31, 2002.  POGO’s estimates, shown below, are inaccordance with the definitions contained in Securities and Exchange CommissionRegulation S-X, Rule 4-10(a) as shown in the Appendix.

 

**Reserves and Future Net Revenues as ofDecember 31, 2002**

 
| ** **                 | ** ** | **Proved**       | ** ** |
|----------------------------|------------|------------------|------------|
| ** **                 | ** ** | **Developed**    | ** ** | **Undeveloped** | ** ** | **Total  Proved** | ** ** |
| **Producing**              | ** ** | **Nonproducing** |
| ** **                 | ** ** | ** **       | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| **Net Remaining Reserves** | ** ** | ** **       | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Oil/Condensate, MBbl       |       | 5,834.2          |       | 2,796.9 |   | 1,403.2 |   | 10,034.3 |   |
| Plant Products, MBbl       |       | 4.1              |       | 7.8 |   | 1.5 |   | 13.4 |   |
| Gas, MMcf                  |       | 381,141.5        |       | 50,421.5 |   | 80,342.6 |   | 511,905.6 |   |
|                       |       |             |       |   |   |   |   |   |   |
| **Future Net Revenues**    |       |             |       |   |   |   |   |   |   |
| Undiscounted, M$           |       | 1,360,332.5      |       | 254,480.7 |   | 251,865.3 |   | 1,866,678.5 |   |
| Discounted @ 10%, M$       |       | 673,842.0        |       | 125,288.7 |   | 128,271.4 |   | 927,402.1 |   |

 

----

| **MILLER AND LENTS, LTD.** |
|----------------------------|
| POGO  Producing Company    | January 27, 2003 |
|                       |   |

We madeindependent estimates of in excess of 90 percent of the proved reservesestimated by POGO. We ranked and selected, for independent estimates andreview, those properties with the largest reserve present value. Based on ourinvestigations and subject to the limitations described hereinafter, it is ourjudgment that (1) POGO has an effective system for gathering data anddocumenting information required to estimate its proved reserves and to projectits future net revenues, (2) in making its estimates and projections, POGO usedappropriate engineering, geologic, and evaluation principles and techniquesthat are in accordance with practices generally accepted in the petroleumindustry, and (3) the results of those estimates and projections are, in theaggregate, reasonable.

 

All reservesdiscussed herein are located within the continental United States.  Gas volumes were estimated at the appropriatepressure base and temperature base that are established for each well or fieldby the applicable sales contract or regulatory body. Total gas reserves wereobtained by summing the reserves for all the individual properties and aretherefore stated herein at a mixed pressure base.

 

POGOrepresents that the future net revenues reported herein were computed based onprices being received for oil, natural gas liquids, and gas as of December 31,2002 and are in accordance with Securities and Exchange Commission RegulationS-X, Rule 4-10(a). The present value of future net revenues was computed bydiscounting monthly the future net revenues at 10 per cent per annum. Estimatesof future net revenues and the present value of future net revenues are notintended and should not be interpreted to represent fair market values for theestimated reserves.

 

Reserveestimates were based on decline curve extrapolations, material balance calculations,volumetric calculations, analogies, or combinations of these methods for eachwell, reservoir, or field. Reserve estimates from volumetric calculations andfrom analogies are often less certain than reserve estimates based on wellperformance obtained over a period during which a substantial portion of thereserves were produced.

 

In making itsprojections, POGO estimated well abandonment cost for certain fields, exceptwhere salvage values were assumed to offset these expenses. Future costs, ifany, for restoration of producing properties to satisfy environmental standardswere not deducted from future revenues as such estimates are beyond the scopeof this assignment. POGO’s estimates include adjustments for gas balancing.

 

Theevaluations presented in this report, with the exceptions of those parametersspecified by others, reflect our informed judgments based on accepted standardsof professional investigation but are subject to those generally recognizeduncertainties associated with interpretation of geological, geophysical, andengineering information. Government policies and market conditions differentfrom those employed in this study may cause the total quantity of oil, naturalgas liquids, or gas to be recovered, actual production rates, prices received,or operating and capital costs to vary from those presented in this report.

 

In conductingthese evaluations, we relied upon production histories, accounting and costdata, and other financial, operating, engineering, and geological data suppliedby POGO. To a lesser extent, nonproprietary data existing in the files ofMiller and Lents, Ltd., and data obtained from commercial services were used.We also relied, without independent verification, upon POGO’s representation ofits

 

2

----

 

ownership interests, payoutbalances and reversionary interests, the current prices, and the transportationfees applicable to each property

 

Miller andLents, Ltd. is an independent oil and gas consulting firm. None of theprincipals of this firm have any financial interests in POGO or in any of itsaffiliated companies.  Our fee is notcontingent upon the results of our work or report, and we have not performedother services for POGO that would affect our objectivity.

 
|   | Very truly yours,      |
|--------|------------------------|
|   |                   |
|   | MILLER AND LENTS, LTD. |
|   |                   |
|   |                   |
|   | By                     | /s/ James A. Cole |   |
|   |                   | James A. Cole  Senior Vice President |   |
|   |                   |
|   |                   |
|   | By                     | /s/ Carl D. Richard |   |
|   |                   | Carl D. Richard  Vice President |   |

 

3

----

 

Appendix

 

**Proved Reserves DefinitionsIn Accordance WithSecurities and Exchange Commission Regulation S-X**

 

**Proved Oiland Gas Reserves**

 

Proved oil andgas reserves are the estimated quantities of crude oil, natural gas, andnatural gas liquids which geological and engineering data demonstrate withreasonable certainty to be recoverable in future years from known reservoirsunder existing economic and operating conditions, i.e., prices and costs as ofthe date the estimate is made. Prices include consideration of changes inexisting prices provided only by contractual arrangements but not onescalations based upon future conditions.

 

1.               Reservoirs are considered proved ifeconomic producibility is supported by either actual production or conclusiveformation test. The area of a reservoir considered proved includes (a) thatportion delineated by drilling and defined by gas-oil and/or oil-watercontacts, if any, and (b) the immediately adjoining portions not yet drilledbut which can be reasonably judged as economically productive on the basis ofavailable geological and engineering data. In the absence of information onfluid contacts, the lowest known structural occurrence of hydrocarbons controlsthe lower proved limit of the reservoir.

 

2.               Reserveswhich can be produced economically through application of improved recoverytechniques (such as fluid injection) are included in the proved classificationwhen successful testing by a pilot project or the operation of an installedprogram in the reservoirs provides support for the engineering analysis onwhich the project or program was based.

 

3.               Estimates of proved reserves do notinclude the following:

 

a.               Oil that may become available from knownreservoirs but is classified separately as indicated additional reserves.

 

b.              Crude oil, natural gas, and natural gasliquids, the recovery of which is subject to reasonable doubt because ofuncertainty us to geology, reservoir characteristics, or economic factors.

 

c.               Crude oil, natural gas, and natural gasliquids, that may occur in undrilled prospects.

 

d.              Crude oil, natural gas, and natural gasliquids, that may be recovered from oil shales, coal, gilsonite, and other suchsources.

 

Depending upontheir status of development, proved reserves are subdivided into proveddeveloped reserves and proved undeveloped reserves.

 

**Proved Developed Oil and Gas Reserves**

 

Proveddeveloped oil and gas reserves are reserves that can be expected to berecovered through existing wells with existing equipment and operating methods.Additional oil and gas expected to be obtained through the application of fluidinjection or other improved recovery techniques for supplementing the naturalforces and mechanisms of primary recovery should be included as proveddeveloped reserves only after testing by a pilot project or after the operationof an installed program has confirmed through production response thatincreased recovery will be achieved.

 

**Proved Undeveloped Oil and Gas Reserves**

 

Provedundeveloped oil and gas reserves are reserves that are expected to be recoveredfrom new wells on undrilled acreage, or from existing wells where a relativelymajor expenditure is required for recompletion. Reserves on undrilled acreageshall be limited to those drilling units offsetting productive units that arereasonably certain of production when drilled. Proved reserves for otherundrilled units can be claimed only where it can be demonstrated with certaintythat there is continuity of production from the existing productive formation.Under no circumstances should estimates for proved undeveloped reserves beattributable to any acreage for which an application of fluid injection orother improved recovery technique is contemplated, unless such techniques havebeen proved effective by actual tests in the area and in the same reservoir.

 

----