EXHIBIT 99.2

January 20,
2004

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



Gentlemen:

At
your request, we reviewed the estimates of proved reserves of oil, natural gas liquids, and gas and the future net revenues associated with these reserves that POGO Producing Company,
hereinafter POGO, attributes to its net interests in oil and gas properties located in Louisiana, Texas, and Wyoming as of December 31, 2003. POGO's estimates, shown below, are in accordance
with the definitions contained in Securities and Exchange Commission Regulation S-X, Rule 4-10(a) as shown in the Appendix.

Reserves and Future Net Revenues as of December 31, 2003

|                       |                        | Proved
|---------------------- | ---------------------- | ------
|
|
|
|Net Remaining Reserves |                        |       
|                       | Oil/Condensate, MBbls. |       
|                       | Plant Products, MBbls. |       
|                       | Gas, MMcf              |       
|Future Net Revenues    |                        |       
|                       | Undiscounted, M$       |       
|                       | Discounted @ 10%, M$   |       

We
made independent estimates in excess of 90 percent of the proved reserves estimated by POGO. We ranked and selected, for independent estimates and review, those properties with
the largest reserve present value. Based on our investigations and subject to the limitations described hereinafter, it is our judgment that (1) POGO has an effective system for gathering data
and documenting information required to estimate its proved reserves and to project its future net revenues, (2) in making its estimates and projections, POGO used appropriate engineering,
geologic, and evaluation principles and techniques that are in accordance with practices generally accepted in the petroleum industry, and (3) the results of those estimates and projections
are, in the aggregate, reasonable.

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

POGO
represents that the future net revenues reported herein were computed based on prices being received for oil, natural gas liquids, and gas as of December 31, 2003 and are in
accordance with Securities and Exchange Commission Regulation S-X, Rule 4-10(a). The present value of future net revenues was computed by discounting monthly the
future net revenues at 10 percent per annum. Estimates of future net revenues and the present value of future net revenues are not intended and should not be interpreted to represent fair
market values for the estimated reserves.

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Reserve
estimates were based on decline curve extrapolations, material balance calculations, volumetric calculations, analogies, or combinations of these methods for each well,
reservoir, or field. Reserve estimates from volumetric calculations and from analogies are often less certain than reserve estimates based on well performance obtained over a period during which a
substantial portion of the reserves were produced.

In
making its projections, POGO estimated well abandonment costs for certain fields, except where salvage values were assumed to offset these expenses. Future costs, if any, for
restoration of producing properties to satisfy environmental standards were not deducted from future revenues as such estimates are beyond the scope of this assignment. POGO's estimates include
adjustments for gas balancing.

The
evaluations presented in this report, with the exceptions of those parameters specified by others, reflect our informed judgments based on accepted standards of professional
investigation but are subject to those generally recognized uncertainties associated with interpretation of geological, geophysical, and engineering information. Government policies and market
conditions different from those employed in this study may cause the total quantity of oil, natural gas 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
conducting these evaluations, we relied upon production histories, accounting and cost data, and other financial, operating, engineering, and geological data supplied by POGO. To a
lesser extent, nonproprietary data existing in the files of Miller and Lents, Ltd., and data obtained from commercial services were used. We also relied, without independent verification, upon
POGO's representation of its ownership interests, payout balances and reversionary interests, the current prices, and the transportation fees applicable to each property.

Miller
and Lents, Ltd. is an independent oil and gas consulting firm. None of the principals of this firm have any financial interests in POGO or in any of its affiliated
companies. Our fee is not contingent upon the results of our work or report, and we have not performed other services for POGO that would affect our objectivity.

| |  | Very truly yours,     
| |  | ----------------------
| |  | MILLER AND LENTS, LTD.
| |  | By:                   

CDR/hsd

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