February 1, 2003

James P Ulm II
Pogo Producing Co.
5 Greenway Plaza, Suite 2700
PO Box 2504
Houston, TX 77046-0504

RE:         Amended Schedule 13G

Enclosed pursuant to Rule 13d-2(b) under the Securities Exchange Act of 1934 is
a report on Schedule 13G reporting beneficial ownership at December 31, 2002 by
American Express Financial Corporation in Common Stock of Pogo Producing Co.

Sincerely,

/s/ Steve Turbenson
--------------------
    Steve Turbenson
    Director - Fund Administration

Enclosure



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  SCHEDULE 13G

                 Under the Securities and Exchange Act of 1934

                                   Amendment 2

                               Pogo Producing Co.
--------------------------------------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    730448107
--------------------------------------------------------------------------------
                                 (CUSIP Number)

The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) shall not be deemed to be "filed"
for the purpose 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.



                               CUSIP NO. 730448107

1)   Name of Reporting Person           American Express Financial Corporation

     S.S. or I.R.S. Identification      IRS No. 13-3180631
     No. of Above Person

2)   Check the Appropriate Box          (a)
     if a Member of a Group             (b) X - Joint Filing

3)   SEC Use Only

4)   Citizenship or Place of Organization Delaware

     NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

     (5) Sole Voting Power              -0-

     (6) Shared Voting Power            1,631,657

     (7) Sole Dispositive Power         -0-

     (8) Shared Dispositive Power       2,816,125

9)   Aggregate Amount Beneficially
     Owned by Each Reporting Person     2,816,125

10)  Check if the Aggregate Amount in
     Row (9) Excludes Certain Shares    Not Applicable

11)  Percent of Class Represented by
     Amount In Row (9)                  4.6%

12)  Type of Reporting Person           CO, IA, IV, IA



1(a) Name of Issuer:                    Pogo Producing Co.

1(b) Address of Issuer's Principal      5 Greenway Plaza, Suite 2700
     Executive Offices:                 PO Box 2504
                                        Houston, TX 77046-0504

2(a) Name of Person Filing:             American Express Financial Corporation

2(b) Address of Principal Business Office:

                                        American Express Financial Corporation
                                        200 AXP Financial Center
                                        Minneapolis, MN 55474

2(c) Citizenship:                       See Item 4 of Cover Page

2(d) Title of Class of Securities:      Common Stock

2(e) Cusip Number:                      730448107

3    Information  if statement is filed  pursuant to Rules 13d-1(b) or 13d-2(b):
          American Express Company, one of the persons filing this statement, is
          a Parent Holding Company in accordance with Rule  13d-1(b)(ii)(G)  and
          is  an  Investment   Advisor  registered  under  section  203  of  the
          Investment Advisors Act of 1940.

4(a) Amount Beneficially Owned as of December 31, 2002: See Item 9 of
     Cover Pages

4(b) Percent of Class: See Item 11 of Cover Pages

4(c) Number of Shares as to which such person has:

     (i)   Sole power to vote or to direct the vote: See Item 5 of Cover Pages
     (ii)  Shared power to vote or direct the vote: See Item 6 of Cover Pages
     (iii) Sole power to dispose or to direct the disposition of: See Item 7
           of Cover Pages
     (iv)  Shared power to dispose or to direct the disposition of: See Item 8
           of Cover Pages



5    Ownership of 5% or Less of a Class:
     If this  statement  is being filed to report the fact 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 (X).

6    Ownership of more than 5% on Behalf of Another Person:

                                                   Not Applicable

7    Identification  and  Classification  of the  Subsidiary  Which Acquired the
     Security Being Reported on by the Parent Holding Company:

                                                   See Exhibit I

8    Identification and Classification of Members of the Group:

                                                   Not Applicable

9    Notice of Dissolution of Group:

                                                   Not Applicable

10   Certification:

         By signing below I certify that, to the best of my knowledge and
     belief, the securities referred to above were acquired in the ordinary
     course of business and were not acquired for the purpose of and do not
     have the effect of changing or influencing the control of the issuer of
     such securities and were not acquired in connection with or as a
     participant in any transaction having such purposes or effect.

         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.

                                          American Express Financial Corporation

Dated: December 31, 2002                  By /s/ Steve Turbenson
                                             --------------------
                                                 Steve Turbenson
                                                 Signature

                                             Steve Turbenson
                                             Director - Fund Administration
                                             Name/Title

                                             Telephone:         (612) 671-2059



                                  Exhibit Index

Exhibit I              Identification and Classification of the Subsidiary
                       which Acquired the Security Being Reported on by the
                       Parent Holding Company.

Exhibit II             Statement of American Express Financial Corporation



                                    Exhibit I

                                       to

                                  Schedule 13G

       American Express Financial Corporation, a Delaware Corporation, is a
parent holding company and is registered as investment advisor under section 203
of the Investment Advisor Act of 1940. The relevant subsidiaries and/or advised
accounts are: Investment companies registered under section 8 of the Investment
Company Act of 1940; IDS Life Insurance Company and American Express Asset
Management Group Inc., an investment advisor registered under section 203 of the
Investment Advisors Act of 1940.



                                   Exhibit II

                                       to

                                  Schedule 13G

                                    Under the

                         Securities Exchange Act of 1934

       Pursuant to Rule 13d-1(f)(1), American Express Financial Corporation
affirms that it is individually eligible to use Schedule 13G and agrees that
this Schedule is filed in its behalf and on behalf of it subsidiaries and
advised accounts.

                                          American Express Financial Corporation

                                          By /s/ Steve Turbenson
                                             --------------------
                                                 Steve Turbenson
                                                 Director - Fund Administration