<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                             POGO PRODUCING COMPANY
             (Exact Name of Registrant as Specified in its Charter)


<TABLE>
<S>                                   <C>                                            <C>
            DELAWARE                        5 GREENWAY PLAZA, SUITE 2700                  74-1659398
(State or Other Jurisdiction of                    HOUSTON, TEXAS                     (I.R.S. Employer
 Incorporation or Organization)       (Address of Principal Executive Offices)       Identification No.)
                                                     77046
                                                   (Zip Code)
</TABLE>

--------------------------------------------------------------------------------

                  2000 INCENTIVE PLAN OF POGO PRODUCING COMPANY
                            (Full title of the plan)

--------------------------------------------------------------------------------

                                GERALD A. MORTON
                            VICE PRESIDENT - LAW AND
                               CORPORATE SECRETARY
                             POGO PRODUCING COMPANY
                          5 GREENWAY PLAZA, SUITE 2700
                              HOUSTON, TEXAS 77046
                     (Name and Address of Agent for Service)

                                 (713) 297-5000
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================= =================== ======================== ===================== ================
                                                                         Proposed Maximum
        Title of                Amount           Proposed Maximum       Aggregate Offering      Amount of
    Securities to be            to be           Offering Price Per           Price(2)         Registration
       Registered           Registered(1)            Share(2)                                      Fee
------------------------- ------------------- ------------------------ --------------------- ----------------
<S>                       <C>                 <C>                      <C>                   <C>
Common Stock (par value
  $1 per share) .........     1,000,000               $ 18.44               $ 18,440,000          $ 4,868
========================= =================== ======================== ===================== ================
</TABLE>

     (1)  This Registration Statement also covers (a) such indeterminable
          additional number of shares as may become deliverable as a result of
          any future adjustments in accordance with the terms of the 2000
          Incentive Plan and (b) the associated rights to purchase preferred
          stock, which initially are attached to and trade with the shares of
          Common Stock being registered hereby. The value attributable to those
          associated rights, if any, is reflected in the market price of the
          Common Stock.

     (2)  Estimated in accordance with Rule 457(c) and (h) solely for the
          purpose of calculating the registration fee and based upon the average
          of the high and low sales price reported on the New York Stock
          Exchange Composite Transaction Tape on July 26, 2000.


================================================================================
<PAGE>   2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information concerning the 2000 Incentive
Plan of Pogo Producing Company (the "Plan") required by Item 1 of Form S-8 and
the statement of availability of registrant information, Plan information and
any other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and with the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Pogo Producing Company (the "Registrant" or
the "Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.


                                      I-1
<PAGE>   3


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission, are incorporated herein by reference:

     (a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
the fiscal year ended December 31, 1999, as the same has been amended through
the date hereof;

     (b) The Registrant's Quarterly Report on Form 10-Q filed pursuant to
Section 13 of the Exchange Act, for the quarterly period ended March 31, 2000,
as the same has been amended through the date hereof;

     (c) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and

     (d) The description of the Registrant's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Exchange Act, as the same has been amended through the date
hereof, and as the same may be further amended from time to time.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any statement contained herein or incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4. Description of Securities.

     Not Applicable.

ITEM 5. Interests of Named Experts and Counsel.

     Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Gerald A. Morton, who is the
Vice President - Law and Corporate Secretary of the Company. Such opinion has
been filed as an exhibit to this Registration Statement. Mr. Morton is an
officer of the Company and owns, and has options to purchase, shares of common
stock of the Company.

ITEM 6. Indemnification of Officers and Directors.

     Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such a
person is or was a director, officer, employee or agent of another corporation
or other enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests


                                      II-1
<PAGE>   4


of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorney's fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provide further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by the independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power under Section 145. The Company maintains policies
insuring its and its subsidiaries' officers and directors against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933, as amended Article X of the Restated Certificate of
Incorporation of the Company eliminates the personal liability of each director
of the Company to the Company and its stockholders for monetary damages for
breach of fiduciary duty as a director involving any act or omission of any
director occurring on or after September 30, 1986; provided, however that such
provision does not eliminate or limit the liability of a director (i) for any
breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law (iii) under Title 8,
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which such director derived an improper personal benefit.

     The Bylaws of the Company provide that the Company will indemnify and hold
harmless, to the fullest extent permitted by applicable law as in effect as of
the date of the adoption of the Bylaws or as it may thereafter be amended, any
person who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity including services with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person. The
Bylaws further provide that the Company will indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Company.

     The Bylaws further provide that the Company will pay the expenses incurred
in defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses insured by a director or officer in his
capacity as a director or officer (except with regard to service to an employee
benefit plan or non-profit organizations in advance of the final disposition of
the proceeding) will be made only upon receipt of an undertaking by the director
or officer to repay all amounts advanced if it should be ultimately determined
that the director or officer is not entitled to be indemnified.

     The Company has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned Bylaw provision or otherwise and (b) to insure the officers
and directors of the Company and of specified subsidiaries against certain
liabilities incurred by them in the discharge of their functions as officers and
directors except for liabilities arising from their own malfeasance.

ITEM 7. Exemption from Registration Claimed.

     Not Applicable.


                                      II-2
<PAGE>   5


ITEM 8. Exhibits.

     The following documents are filed as exhibits to this Registration
Statement or, if marked with an asterisk, incorporated by reference as shown.

Exhibit
   No.         Description

*4.1    --     Restated Certificate of Incorporation of Pogo Producing
               Company(Exhibit 3(a), Annual Report on Form 10-K for the year
               ended December 31, 1997, File No. 1-7792).

*4.2    --     Certificate of Designation, Preferences and Rights of Preferred
               Stock of Pogo Producing Company, dated March 25, 1987 (Exhibit
               3(a)(1), Annual Report on Form 10-K for the year ended December
               31, 1987, File No. 0-5468).

*4.3    --     Bylaws of Pogo Producing Company, as amended and restated through
               January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for
               the year ended December 31, 1998, File No. 1-7792).

*4.4    --     Rights Agreement dated as of April 26, 1994 between Pogo
               Producing Company and Harris Trust Company of New York, as Rights
               Agent (Exhibit 4, Current Report on Form 8-K filed April 26,
               1994, File No. 1-7792).

*4.5    --     Certificate of Designation of Series A Junior Participating
               Preferred Stock of Pogo Producing Company dated April 26, 1994
               (Exhibit 4(d), Registration Statement on Form S-8 filed August 9,
               1994, File No. 33-54969).

 5      --     Opinion of Gerald A. Morton, Vice President - Law and Corporate
               Secretary.

23.1    --     Consent of Arthur Andersen LLP.

23.2    --     Consent of Ryder Scott Company Petroleum Engineers.

23.3    --     Consent of Gerald A. Morton (included in Exhibit 5).

24      --     Powers of Attorney

----------
* Asterisk indicates incorporated by reference as shown.

ITEM 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in the
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the


                                      II-3
<PAGE>   6


               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than a 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               registrant pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in the
               registration statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                      II-4
<PAGE>   7


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 28th day of July,
2000.

                                  POGO PRODUCING COMPANY



                                  By:  /s/ PAUL G. VAN WAGENEN
                                      ------------------------------------------
                                      Paul G. Van Wagenen
                                      Chairman of the Board, President and Chief
                                      Executive Officer


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 28th day of July, 2000.

<TABLE>
<CAPTION>
              Signature                                        Title
              ---------                                        -----
<S>                                            <C>

     /s/ PAUL G. VAN WAGENEN                   Chairman of the Board, President and Chief
--------------------------------------         Executive Officer
       Paul G. Van Wagenen                     (Principal Executive Officer and Director)

      /s/ JAMES P. ULM, II                     Vice President and Chief Financial Officer
--------------------------------------         (Principal Financial Officer)
        James P. Ulm, II

       /s/ THOMAS E. HART                      Vice President and Controller
--------------------------------------         (Principal Accounting Officer)
         Thomas E. Hart

                *                                        Director
--------------------------------------
       Jerry M. Armstrong

                *                                        Director
--------------------------------------
         Jack S. Blanton
</TABLE>


                                      II-5
<PAGE>   8


<TABLE>
<CAPTION>
              Signature                                   Title
              ---------                                   -----
<S>                                                      <C>

                *                                        Director
--------------------------------------
       W. M. Brumley, Jr.


                *                                        Director
--------------------------------------
       Robert H. Campbell


                *                                        Director
--------------------------------------
       William L. Fisher


                *                                        Director
--------------------------------------
        Gerrit W. Gong


                *                                        Director
--------------------------------------
   Frederick A. Klingenstein


                *                                        Director
--------------------------------------
       Stephen A. Wells


*By:    /s/ THOMAS E. HART
    ------------------------------------
          Thomas E. Hart
         Attorney-in-Fact
</TABLE>


                                      II-6
<PAGE>   9


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
   No.         Description
-------        -----------
<S>     <C>    <C>
*4.1    --     Restated Certificate of Incorporation of Pogo Producing
               Company(Exhibit 3(a), Annual Report on Form 10-K for the year
               ended December 31, 1997, File No. 1-7792).

*4.2    --     Certificate of Designation, Preferences and Rights of Preferred
               Stock of Pogo Producing Company, dated March 25, 1987 (Exhibit
               3(a)(1), Annual Report on Form 10-K for the year ended December
               31, 1987, File No. 0-5468).

*4.3    --     Bylaws of Pogo Producing Company, as amended and restated through
               January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for
               the year ended December 31, 1998, File No. 1-7792).

*4.4    --     Rights Agreement dated as of April 26, 1994 between Pogo
               Producing Company and Harris Trust Company of New York, as Rights
               Agent (Exhibit 4, Current Report on Form 8-K filed April 26,
               1994, File No. 1-7792).

*4.5    --     Certificate of Designation of Series A Junior Participating
               Preferred Stock of Pogo Producing Company dated April 26, 1994
               (Exhibit 4(d), Registration Statement on Form S-8 filed August 9,
               1994, File No. 33-54969).

  5     --     Opinion of Gerald A. Morton, Vice President - Law and Corporate
               Secretary.

23.1    --     Consent of Arthur Andersen LLP.

23.2    --     Consent of Ryder Scott Company Petroleum Engineers.

23.3    --     Consent of Gerald A. Morton (included in Exhibit 5).

24      --     Powers of Attorney
</TABLE>

----------
* Asterisk indicates incorporated by reference as shown.
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "POGO PRODUCING COMPANY", "secsgml_size_bytes": 25605}]
{"company-data": {"conformed-name": "POGO PRODUCING CO", "cik": "0000230463", "assigned-sic": "1311", "irs-number": "741659398", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42428", "film-number": "680737"}, "business-address": {"street1": "5 GREENWAY PLAZA STE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77252-0504", "phone": "7132975000"}, "mail-address": {"street1": "5 GREENWAY PLAZA SUITE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77252"}, "former-company": {"former-conformed-name": "PENNZOIL OFFSHORE GAS OPERATORS INC /TX/", "date-changed": "19600201"}}
1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 28, 2000
                                                     REGISTRATION NO. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                             POGO PRODUCING COMPANY
             (Exact Name of Registrant as Specified in its Charter)
DELAWARE                        5 GREENWAY PLAZA, SUITE 2700                  74-1659398
(State or Other Jurisdiction of                    HOUSTON, TEXAS                     (I.R.S. Employer
 Incorporation or Organization)       (Address of Principal Executive Offices)       Identification No.)
                                                     77046
                                                   (Zip Code)
--------------------------------------------------------------------------------

                  2000 INCENTIVE PLAN OF POGO PRODUCING COMPANY
                            (Full title of the plan)

--------------------------------------------------------------------------------

                                GERALD A. MORTON
                            VICE PRESIDENT - LAW AND
                               CORPORATE SECRETARY
                             POGO PRODUCING COMPANY
                          5 GREENWAY PLAZA, SUITE 2700
                              HOUSTON, TEXAS 77046
                     (Name and Address of Agent for Service)

                                 (713) 297-5000
                     (Telephone Number, Including Area Code,
                              of Agent for Service)

                         CALCULATION OF REGISTRATION FEE
========================= =================== ======================== ===================== ================
                                                                         Proposed Maximum
        Title of                Amount           Proposed Maximum       Aggregate Offering      Amount of
    Securities to be            to be           Offering Price Per           Price(2)         Registration
       Registered           Registered(1)            Share(2)                                      Fee
------------------------- ------------------- ------------------------ --------------------- ----------------
Common Stock (par value
  $1 per share) .........     1,000,000               $ 18.44               $ 18,440,000          $ 4,868
========================= =================== ======================== ===================== ================
(1)  This Registration Statement also covers (a) such indeterminable
          additional number of shares as may become deliverable as a result of
          any future adjustments in accordance with the terms of the 2000
          Incentive Plan and (b) the associated rights to purchase preferred
          stock, which initially are attached to and trade with the shares of
          Common Stock being registered hereby. The value attributable to those
          associated rights, if any, is reflected in the market price of the
          Common Stock.

     (2)  Estimated in accordance with Rule 457(c) and (h) solely for the
          purpose of calculating the registration fee and based upon the average
          of the high and low sales price reported on the New York Stock
          Exchange Composite Transaction Tape on July 26, 2000.

================================================================================
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information concerning the 2000 Incentive
Plan of Pogo Producing Company (the "Plan") required by Item 1 of Form S-8 and
the statement of availability of registrant information, Plan information and
any other information required by Item 2 of Form S-8 will be sent or given to
participants as specified by Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with Rule 428 and with the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. Pogo Producing Company (the "Registrant" or
the "Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.

                                      I-1
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

     The following documents, which have been filed by the Registrant with the
Securities and Exchange Commission, are incorporated herein by reference:

     (a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
the fiscal year ended December 31, 1999, as the same has been amended through
the date hereof;

     (b) The Registrant's Quarterly Report on Form 10-Q filed pursuant to
Section 13 of the Exchange Act, for the quarterly period ended March 31, 2000,
as the same has been amended through the date hereof;

     (c) All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and

     (d) The description of the Registrant's common stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12 of the Exchange Act, as the same has been amended through the date
hereof, and as the same may be further amended from time to time.

     All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

     Any statement contained herein or incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.

ITEM 4. Description of Securities.

     Not Applicable.

ITEM 5. Interests of Named Experts and Counsel.

     Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Gerald A. Morton, who is the
Vice President - Law and Corporate Secretary of the Company. Such opinion has
been filed as an exhibit to this Registration Statement. Mr. Morton is an
officer of the Company and owns, and has options to purchase, shares of common
stock of the Company.

ITEM 6. Indemnification of Officers and Directors.

     Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding (other than an
action by or in the right of the corporation) by reason of the fact that such a
person is or was a director, officer, employee or agent of another corporation
or other enterprise, against expenses (including attorney's fees), judgements,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests

                                      II-1
4

of the corporation, and, with respect to any criminal action or proceeding, had
no reasonable cause to believe his conduct was unlawful. Similar indemnity is
authorized for such persons against expenses (including attorney's fees)
actually and reasonably incurred in connection with the defense or settlement of
any such threatened, pending or completed action or suit if such person acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and provide further that (unless a court of
competent jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be made only as
authorized in each specific case upon a determination by the shareholders or
disinterested directors or by the independent legal counsel in a written opinion
that indemnification is proper because the indemnitee has met the applicable
standard of conduct.

     Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power under Section 145. The Company maintains policies
insuring its and its subsidiaries' officers and directors against certain
liabilities for actions taken in such capacities, including liabilities under
the Securities Act of 1933, as amended Article X of the Restated Certificate of
Incorporation of the Company eliminates the personal liability of each director
of the Company to the Company and its stockholders for monetary damages for
breach of fiduciary duty as a director involving any act or omission of any
director occurring on or after September 30, 1986; provided, however that such
provision does not eliminate or limit the liability of a director (i) for any
breach of such director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law (iii) under Title 8,
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which such director derived an improper personal benefit.

     The Bylaws of the Company provide that the Company will indemnify and hold
harmless, to the fullest extent permitted by applicable law as in effect as of
the date of the adoption of the Bylaws or as it may thereafter be amended, any
person who was or is made or is threatened to be made a party or is otherwise
involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (a "proceeding") by reason of the fact that he,
or a person for whom he is the legal representative, is or was a director,
officer, employee or agent of the Company or is or was serving at the request of
the Company as a director, officer, employee, fiduciary or agent of another
corporation or of a partnership, joint venture, trust, enterprise or non-profit
entity including services with respect to employee benefit plans, against all
liability and loss suffered and expenses reasonably incurred by such person. The
Bylaws further provide that the Company will indemnify a person in connection
with a proceeding initiated by such person only if the proceeding was authorized
by the Board of Directors of the Company.

     The Bylaws further provide that the Company will pay the expenses incurred
in defending any proceeding in advance of its final disposition, provided,
however, that the payment of expenses insured by a director or officer in his
capacity as a director or officer (except with regard to service to an employee
benefit plan or non-profit organizations in advance of the final disposition of
the proceeding) will be made only upon receipt of an undertaking by the director
or officer to repay all amounts advanced if it should be ultimately determined
that the director or officer is not entitled to be indemnified.

     The Company has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned Bylaw provision or otherwise and (b) to insure the officers
and directors of the Company and of specified subsidiaries against certain
liabilities incurred by them in the discharge of their functions as officers and
directors except for liabilities arising from their own malfeasance.

ITEM 7. Exemption from Registration Claimed.

     Not Applicable.

                                      II-2
5

ITEM 8. Exhibits.

     The following documents are filed as exhibits to this Registration
Statement or, if marked with an asterisk, incorporated by reference as shown.

Exhibit
   No.         Description

*4.1    --     Restated Certificate of Incorporation of Pogo Producing
               Company(Exhibit 3(a), Annual Report on Form 10-K for the year
               ended December 31, 1997, File No. 1-7792).

*4.2    --     Certificate of Designation, Preferences and Rights of Preferred
               Stock of Pogo Producing Company, dated March 25, 1987 (Exhibit
               3(a)(1), Annual Report on Form 10-K for the year ended December
               31, 1987, File No. 0-5468).

*4.3    --     Bylaws of Pogo Producing Company, as amended and restated through
               January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for
               the year ended December 31, 1998, File No. 1-7792).

*4.4    --     Rights Agreement dated as of April 26, 1994 between Pogo
               Producing Company and Harris Trust Company of New York, as Rights
               Agent (Exhibit 4, Current Report on Form 8-K filed April 26,
               1994, File No. 1-7792).

*4.5    --     Certificate of Designation of Series A Junior Participating
               Preferred Stock of Pogo Producing Company dated April 26, 1994
               (Exhibit 4(d), Registration Statement on Form S-8 filed August 9,
               1994, File No. 33-54969).

 5      --     Opinion of Gerald A. Morton, Vice President - Law and Corporate
               Secretary.

23.1    --     Consent of Arthur Andersen LLP.

23.2    --     Consent of Ryder Scott Company Petroleum Engineers.

23.3    --     Consent of Gerald A. Morton (included in Exhibit 5).

24      --     Powers of Attorney

----------
* Asterisk indicates incorporated by reference as shown.

ITEM 9. Undertakings.

     (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
          made, a post-effective amendment to this Registration Statement:

               (i) to include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

               (ii) to reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in the
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the

                                      II-3
6

               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes in volume and price represent no more than a 20 percent
               change in the maximum aggregate offering price set forth in the
               "Calculation of Registration Fee" table in the effective
               registration statement.

               (iii) to include any material information with respect to the
               plan of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

               provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
               not apply if the information required to be included in a
               post-effective amendment by those paragraphs is contained in
               periodic reports filed with or furnished to the Commission by the
               registrant pursuant to Section 13 or 15(d) of the Securities
               Exchange Act of 1934 that are incorporated by reference in the
               registration statement.

          (2) That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at the time shall
          be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1993 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      II-4
7

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 28th day of July,
2000.

                                  POGO PRODUCING COMPANY

                                  By:  /s/ PAUL G. VAN WAGENEN
                                      ------------------------------------------
                                      Paul G. Van Wagenen
                                      Chairman of the Board, President and Chief
                                      Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 28th day of July, 2000.
Signature                                        Title
              ---------                                        -----
/s/ PAUL G. VAN WAGENEN                   Chairman of the Board, President and Chief
--------------------------------------         Executive Officer
       Paul G. Van Wagenen                     (Principal Executive Officer and Director)

      /s/ JAMES P. ULM, II                     Vice President and Chief Financial Officer
--------------------------------------         (Principal Financial Officer)
        James P. Ulm, II

       /s/ THOMAS E. HART                      Vice President and Controller
--------------------------------------         (Principal Accounting Officer)
         Thomas E. Hart

                *                                        Director
--------------------------------------
       Jerry M. Armstrong

                *                                        Director
--------------------------------------
         Jack S. Blanton
II-5
8
Signature                                   Title
              ---------                                   -----
*                                        Director
--------------------------------------
       W. M. Brumley, Jr.

                *                                        Director
--------------------------------------
       Robert H. Campbell

                *                                        Director
--------------------------------------
       William L. Fisher

                *                                        Director
--------------------------------------
        Gerrit W. Gong

                *                                        Director
--------------------------------------
   Frederick A. Klingenstein

                *                                        Director
--------------------------------------
       Stephen A. Wells

*By:    /s/ THOMAS E. HART
    ------------------------------------
          Thomas E. Hart
         Attorney-in-Fact
II-6
9

                                  EXHIBIT INDEX
Exhibit
   No.         Description
-------        -----------
*4.1    --     Restated Certificate of Incorporation of Pogo Producing
               Company(Exhibit 3(a), Annual Report on Form 10-K for the year
               ended December 31, 1997, File No. 1-7792).

*4.2    --     Certificate of Designation, Preferences and Rights of Preferred
               Stock of Pogo Producing Company, dated March 25, 1987 (Exhibit
               3(a)(1), Annual Report on Form 10-K for the year ended December
               31, 1987, File No. 0-5468).

*4.3    --     Bylaws of Pogo Producing Company, as amended and restated through
               January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for
               the year ended December 31, 1998, File No. 1-7792).

*4.4    --     Rights Agreement dated as of April 26, 1994 between Pogo
               Producing Company and Harris Trust Company of New York, as Rights
               Agent (Exhibit 4, Current Report on Form 8-K filed April 26,
               1994, File No. 1-7792).

*4.5    --     Certificate of Designation of Series A Junior Participating
               Preferred Stock of Pogo Producing Company dated April 26, 1994
               (Exhibit 4(d), Registration Statement on Form S-8 filed August 9,
               1994, File No. 33-54969).

  5     --     Opinion of Gerald A. Morton, Vice President - Law and Corporate
               Secretary.

23.1    --     Consent of Arthur Andersen LLP.

23.2    --     Consent of Ryder Scott Company Petroleum Engineers.

23.3    --     Consent of Gerald A. Morton (included in Exhibit 5).

24      --     Powers of Attorney
----------
* Asterisk indicates incorporated by reference as shown.