<PAGE>   1
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 20 , 2001
                                                           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>

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

             1998 LONG-TERM 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>
<S>                              <C>                   <C>                       <C>                    <C>
=========================================================================================================================
                                                                                       Proposed
           Title of                     Amount             Proposed Maximum             Maximum             Amount of
       Securities to be                 to be             Offering Price Per           Aggregate           Registration
          Registered                Registered(1)              Share(2)            Offering Price(2)           Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock (par value             750,000 shares              $22.55                $16,912,500             $4,229
   $1 per share)...............
=========================================================================================================================
</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 1998 Long-
          Term 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 Tape on July 19, 2001.


<PAGE>   2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information concerning the 1998 Long-Term
Incentive Plan (as amended and restated through July 17, 2001) of Pogo Producing
Company (the "Plan") required by Item 1 of Form S-8 and the statement of
availability of registrant 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, 2000, 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, 2001,
as the same has been amended through the date hereof;

         (c) All other reports filed by the Registrant pursuant to Section
13(a), 14 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 or
is threatened to be made 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 the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other


                                      II-1
<PAGE>   4

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 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 in respect of threatened, pending or completed
actions or suits by or in the right of the corporation 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 provided
further that no indemnification shall be made in respect of any claim, issue or
matter (unless a court of competent jurisdiction otherwise provides) as to which
such person shall not have been adjudged liable to the corporation. Section 145
further provides that, to the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

         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. 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, including liabilities under the Securities Act of 1933,
as amended.

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 Amendment of Amended and Restated Certificate
                  of Incorporation of Pogo Producing Company(Exhibit 4.3,
                  Registration Statement on Form S-3 filed on May 11, 2001, File
                  No. 333- 60800).

*4.3    --        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).

*4.4    --        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).

*4.5    --        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).

*4.6    --        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).

  4.7   --        1998 Long-Term Incentive Plan (as amended and restated through
                  July 17, 2001).

  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, L. P.

23.3    --        Consent of Miller and Lents, Ltd.

23.4    --        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:



                                      II-3
<PAGE>   6
                  (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 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 provisions described in Item 6 above,
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 20th day of July,
2001.

                                       POGO PRODUCING COMPANY



                                       By:   /s/ PAUL G. VAN WAGENEN
                                             ----------------------------------
                                             Paul G. Van Wagenen
                                             Chairman, 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 20th day of July, 2001.

<TABLE>
<CAPTION>
                       Signature                                                    Title
                       ---------                                                    -----
<S>                                                                   <C>
                /s/ PAUL G. VAN WAGENEN                               Chairman, President and Chief
------------------------------------------------------                  Executive Officer (Principal Executive Officer
                  Paul G. Van Wagenen                                   and Director)


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

                  /s/ THOMAS E. HART                                  Vice President and Chief Accounting
------------------------------------------------------
                    Thomas E. Hart                                    Officer (Principal Accounting Officer)
                           *                                            Director
------------------------------------------------------
                  Jerry M. Armstrong


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


                           *                                          Director
------------------------------------------------------
                  Robert H. Campbell
</TABLE>


                                      II-5
<PAGE>   8

<TABLE>
<CAPTION>
                       Signature                                           Title
                       ---------                                           -----
<S>                                                                   <C>
                           *                                          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>
*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 Amendment of Amended and Restated Certificate
                  of Incorporation of Pogo Producing Company(Exhibit 4.3,
                  Registration Statement on Form S-3 filed on May 11, 2001, File
                  No. 333- 60800).

*4.3    --        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).

*4.4    --        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).

*4.5    --        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).

*4.6    --        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).

  4.7   --        1998 Long-Term Incentive Plan (as amended and restated through
                  July 17, 2001).

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, L.P.

23.3    --        Consent of Miller and Lents, Ltd.

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

24      --        Powers of Attorney
</TABLE>

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


                                      II-7
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{"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": "333-65548", "film-number": "1685417"}, "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 20 , 2001
                                                           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)
--------------------------------------------------------------------------------

             1998 LONG-TERM 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
           Title of                     Amount             Proposed Maximum             Maximum             Amount of
       Securities to be                 to be             Offering Price Per           Aggregate           Registration
          Registered                Registered(1)              Share(2)            Offering Price(2)           Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock (par value             750,000 shares              $22.55                $16,912,500             $4,229
   $1 per share)...............
=========================================================================================================================
(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 1998 Long-
          Term 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 Tape on July 19, 2001.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information concerning the 1998 Long-Term
Incentive Plan (as amended and restated through July 17, 2001) of Pogo Producing
Company (the "Plan") required by Item 1 of Form S-8 and the statement of
availability of registrant 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, 2000, 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, 2001,
as the same has been amended through the date hereof;

         (c) All other reports filed by the Registrant pursuant to Section
13(a), 14 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 or
is threatened to be made 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 the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other

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4

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 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 in respect of threatened, pending or completed
actions or suits by or in the right of the corporation 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 provided
further that no indemnification shall be made in respect of any claim, issue or
matter (unless a court of competent jurisdiction otherwise provides) as to which
such person shall not have been adjudged liable to the corporation. Section 145
further provides that, to the extent that a present or former director or
officer of a corporation has been successful on the merits or otherwise in
defense of any such action, suit or proceeding, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection therewith.

         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. 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, including liabilities under the Securities Act of 1933,
as amended.

ITEM 7.   Exemption from Registration Claimed.

         Not Applicable.

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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 Amendment of Amended and Restated Certificate
                  of Incorporation of Pogo Producing Company(Exhibit 4.3,
                  Registration Statement on Form S-3 filed on May 11, 2001, File
                  No. 333- 60800).

*4.3    --        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).

*4.4    --        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).

*4.5    --        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).

*4.6    --        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).

  4.7   --        1998 Long-Term Incentive Plan (as amended and restated through
                  July 17, 2001).

  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, L. P.

23.3    --        Consent of Miller and Lents, Ltd.

23.4    --        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:

                                      II-3
6
                  (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 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 provisions described in Item 6 above,
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 20th day of July,
2001.

                                       POGO PRODUCING COMPANY

                                       By:   /s/ PAUL G. VAN WAGENEN
                                             ----------------------------------
                                             Paul G. Van Wagenen
                                             Chairman, 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 20th day of July, 2001.
Signature                                                    Title
                       ---------                                                    -----
/s/ PAUL G. VAN WAGENEN                               Chairman, President and Chief
------------------------------------------------------                  Executive Officer (Principal Executive Officer
                  Paul G. Van Wagenen                                   and Director)

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

                  /s/ THOMAS E. HART                                  Vice President and Chief Accounting
------------------------------------------------------
                    Thomas E. Hart                                    Officer (Principal Accounting Officer)
                           *                                            Director
------------------------------------------------------
                  Jerry M. Armstrong

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

                           *                                          Director
------------------------------------------------------
                  Robert H. Campbell
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Signature                                           Title
                       ---------                                           -----
*                                          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
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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 Amendment of Amended and Restated Certificate
                  of Incorporation of Pogo Producing Company(Exhibit 4.3,
                  Registration Statement on Form S-3 filed on May 11, 2001, File
                  No. 333- 60800).

*4.3    --        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).

*4.4    --        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).

*4.5    --        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).

*4.6    --        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).

  4.7   --        1998 Long-Term Incentive Plan (as amended and restated through
                  July 17, 2001).

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, L.P.

23.3    --        Consent of Miller and Lents, Ltd.

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

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

                                      II-7