<PAGE>
 As filed with the Securities and Exchange Commission on August 9, 1994
                                          Registration No. 33-__________
                    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                                 74-1659398
(State or other jurisdiction of            (I.R.S. Employer  
incorporation or organization)             Identification No.)

5 Greenway Plaza, Suite 2700
   Houston, Texas                                 77046
(Address of Principal Executive Offices)        (Zip Code)

                                                                             
          1989 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                         OF POGO PRODUCING COMPANY
           (AS AMENDED AND RESTATED EFFECTIVE JANUARY 25, 1994)
                        (Full title of the plan)
                                                                 
                             Gerald A. Morton
                         Associate General Counsel
                          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
                                       
 Title of         Amount        Proposed        Proposed     Amount of
securities to     to be         maximum         maximum     registration
be registered  be registered(1) offering       aggregate        fee
                                price per       offering
                                share(2)         price
                                
Common Stock, 
par value $1     1,000,000
per share          shares        $20.875       $20,875,000   $7,198

(1)  This Registration Statement also covers such indeterminable 
     additional number of shares as may become deliverable as a 
     result of any future adjustments in accordance with the terms of 
     the 1989 Incentive and Nonqualified Stock Option Plan (As amended 
     and restated effective January 25, 1994). 

(2)  Estimated solely for the purpose of calculating the registration fee 
     in accordance with Rule 457(c) and (h) using the average of the high 
     and low prices reported on the New York Stock Exchange Composite 
     Transaction Tape on August 3, 1994.
     
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents which have been filed by Pogo Producing
Company (the "Company" or 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 for the fiscal year
     ended December 31, 1993;

     (b)  All other reports filed by the Registrant pursuant to Section 
     13(a) or 15(d) of the Securities Exchange Act of 1934 since the end 
     of the fiscal year covered by the Registrant's Annual Report referred 
     to in (a) above; and 

     (c)  The description of the Registrant's common stock contained in the
     Company's Registration Statement on Form 8-A filed with the Securities
     and Exchange Commission pursuant to Section 12 of the Securities
     Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, 
as amended, 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.


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, an employee and Associate General Counsel of the Company.  Such
opinion has been filed as an exhibit to this Registration Statement.

<PAGE> 

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 person is or was a director, officer, employee
or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, 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 against expenses (including attorneys' 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 (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 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 to indemnify him
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.

          The By-laws of the Registrant contain the following
provisions:

                                ARTICLE VII
                              Indemnification

       Section 1.     Right to Indemnification.  

       The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists
or may hereafter 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 Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another corporation or of
a partnership, joint 

                              - 2 -
                              
<PAGE>

venture, trust, enterprise or non-profit
entity including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably
incurred by such person.  The Corporation shall 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
Corporation.

       Section 2.     Prepayment of Expenses.  

       The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred 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 shall 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 under this Article or otherwise.

       Section 3.     Claims.  

       If a claim for indemnification or payment of expenses
under this Article is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the
claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be
paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of
expenses under applicable law.

       Section 4.     Non-Exclusivity of Rights.  

       The rights conferred on any person by this Article shall
not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation, these By-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

       Section 5.     Amendment or Repeal. 

       Any repeal or modification of the foregoing provisions of
this Article VII shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

       The Registrant 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.

                               - 3 -
                               
<PAGE>

       See "Item 9. Undertakings" for information concerning the
position of the Securities and Exchange Commission regarding
indemnification provisions.


Item 7.     Exemption from Registration Claimed.

       Not Applicable.


Item 8.     Exhibits.

*4-(a)   Restated Certificate of Incorporation of Registrant (Form 10-
         K, December 31, 1987, SEC File No. 0-5468, Exhibit 3(a)).
*4-(b)   By-laws of Registrant, as amended and restated through July 24,
         1990 (Form 10-K, December 31, 1991, SEC File No. 0-5468,
         Exhibit 3(b)).
*4-(c)   1989 Incentive and Nonqualified Stock Option Plan (As Amended
         and Restated Effective January 25, 1994) (Schedule 14A, March
         22, 1994, SEC File No. 0-5468, Exhibit 99).
 4-(d)   Certificate of Designations of Series A Junior Participating
         Preferred Stock.
 5       Opinion of Gerald A. Morton, Associate General Counsel of the 
         Registrant.
 23-(a)  Consent of Arthur Andersen & Co.
 23-(b)  Consent of Ryder Scott Company Petroleum Engineers.  
 23-(c)  Consent of Gerald A. Morton (contained in his opinion filed as
         Exhibit 5).
 24      Powers of Attorney.
 
                   
*   Incorporated by reference.


Item 17.    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 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;

       (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; and

       (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.
                                                                         
                               - 4 -
                               
<PAGE>

  (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 Section 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 this
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.


                                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 9th  day of  August, 1994.

                                POGO PRODUCING COMPANY
                                (Registrant)

                                By:  /s/ PAUL G. VAN WAGENEN  
       
                                     Paul G. Van Wagenen
                                     (Chairman of the Board,
                                     President and Chief
                                     Executive Officer)
     
                               - 5 -
<PAGE>

     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 August 9, 1994.

  Signature                          Title     

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

                      
  /s/    D. STEPHEN SLACK         Senior Vice President -- Finance, Chief
         D. Stephen Slack           Financial Officer and Treasurer
                                   (Principal Financial Officer and
                                             Director)

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


  /s/    TOBIN ARMSTRONG*                     Director            
         Tobin Armstrong



  /s/    JACK S. BLANTON*                     Director       
         Jack S. Blanton


  /s/    W. M. BRUMLEY, JR.*                  Director       
         W. M. Brumley, Jr.


  /s/   JOHN B. CARTER, JR.*                  Director       
        John B. Carter, Jr.


  /s/   WILLIAM L. FISHER*                    Director       
        William L. Fisher*


  /s/   WILLIAM E. GIPSON*                    Director       
        William E. Gipson

                               - 6 -
                               
<PAGE>

  /s/   GERRIT W. GONG*                       Director       
        Gerrit W. Gong


  /s/   J. STUART HUNT*                       Director  
        J. Stuart Hunt


  /s/   FREDERICK A. KLINGENSTEIN*            Director       
        Frederick A. Klingenstein


  /s/   NICHOLAS R. PETRY*                    Director       
        Nicholas R. Petry


  /s/   JACK A. VICKERS*                      Director  
        Jack A. Vickers


*By             THOMAS  E. HART             
     (Thomas E. Hart, Attorney-in-Fact)

                               - 7 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR NEW STOCK OPTION SHARES APPROVED IN 1994", "secsgml_size_bytes": 18803}]
{"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": "033-54969", "film-number": "94542371"}, "business-address": {"street1": "5 GREENWAY PLAZA STE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77046", "phone": "7136514300"}, "former-company": {"former-conformed-name": "PENNZOIL OFFSHORE GAS OPERATORS INC /TX/", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on August 9, 1994
                                          Registration No. 33-__________
                    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                                 74-1659398
(State or other jurisdiction of            (I.R.S. Employer  
incorporation or organization)             Identification No.)

5 Greenway Plaza, Suite 2700
   Houston, Texas                                 77046
(Address of Principal Executive Offices)        (Zip Code)

                                                                             
          1989 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
                         OF POGO PRODUCING COMPANY
           (AS AMENDED AND RESTATED EFFECTIVE JANUARY 25, 1994)
                        (Full title of the plan)
                                                                 
                             Gerald A. Morton
                         Associate General Counsel
                          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
                                       
 Title of         Amount        Proposed        Proposed     Amount of
securities to     to be         maximum         maximum     registration
be registered  be registered(1) offering       aggregate        fee
                                price per       offering
                                share(2)         price
                                
Common Stock, 
par value $1     1,000,000
per share          shares        $20.875       $20,875,000   $7,198

(1)  This Registration Statement also covers such indeterminable 
     additional number of shares as may become deliverable as a 
     result of any future adjustments in accordance with the terms of 
     the 1989 Incentive and Nonqualified Stock Option Plan (As amended 
     and restated effective January 25, 1994). 

(2)  Estimated solely for the purpose of calculating the registration fee 
     in accordance with Rule 457(c) and (h) using the average of the high 
     and low prices reported on the New York Stock Exchange Composite 
     Transaction Tape on August 3, 1994.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

          The following documents which have been filed by Pogo Producing
Company (the "Company" or 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 for the fiscal year
     ended December 31, 1993;

     (b)  All other reports filed by the Registrant pursuant to Section 
     13(a) or 15(d) of the Securities Exchange Act of 1934 since the end 
     of the fiscal year covered by the Registrant's Annual Report referred 
     to in (a) above; and 

     (c)  The description of the Registrant's common stock contained in the
     Company's Registration Statement on Form 8-A filed with the Securities
     and Exchange Commission pursuant to Section 12 of the Securities
     Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, 
as amended, 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.

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, an employee and Associate General Counsel of the Company.  Such
opinion has been filed as an exhibit to this Registration Statement.
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 person is or was a director, officer, employee
or agent of another corporation or other enterprise, against
expenses (including attorneys' fees), judgments, 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 against expenses (including attorneys' 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 (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 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 to indemnify him
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.

          The By-laws of the Registrant contain the following
provisions:

                                ARTICLE VII
                              Indemnification

       Section 1.     Right to Indemnification.  

       The Corporation shall indemnify and hold harmless, to the
fullest extent permitted by applicable law as it presently exists
or may hereafter 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 Corporation or is or
was serving at the request of the Corporation as a director,
officer, employee, fiduciary or agent of another corporation or of
a partnership, joint 

                              - 2 -
venture, trust, enterprise or non-profit
entity including service with respect to employee benefit plans,
against all liability and loss suffered and expenses reasonably
incurred by such person.  The Corporation shall 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
Corporation.

       Section 2.     Prepayment of Expenses.  

       The Corporation shall pay the expenses incurred in
defending any proceeding in advance of its final disposition,
provided, however, that the payment of expenses incurred 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 shall 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 under this Article or otherwise.

       Section 3.     Claims.  

       If a claim for indemnification or payment of expenses
under this Article is not paid in full within ninety days after a
written claim therefor has been received by the Corporation the
claimant may file suit to recover the unpaid amount of such claim
and, if successful in whole or in part, shall be entitled to be
paid the expense of prosecuting such claim. In any such action the
Corporation shall have the burden of proving that the claimant was
not entitled to the requested indemnification or payment of
expenses under applicable law.

       Section 4.     Non-Exclusivity of Rights.  

       The rights conferred on any person by this Article shall
not be exclusive of any other rights which such person may have or
hereafter acquire under any statute, provision of the Certificate
of Incorporation, these By-laws, agreement, vote of stockholders or
disinterested directors or otherwise.

       Section 5.     Amendment or Repeal. 

       Any repeal or modification of the foregoing provisions of
this Article VII shall not adversely affect any right or protection
hereunder of any person in respect of any act or omission occurring
prior to the time of such repeal or modification.

       The Registrant 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.

                               - 3 -
See "Item 9. Undertakings" for information concerning the
position of the Securities and Exchange Commission regarding
indemnification provisions.

Item 7.     Exemption from Registration Claimed.

       Not Applicable.

Item 8.     Exhibits.

*4-(a)   Restated Certificate of Incorporation of Registrant (Form 10-
         K, December 31, 1987, SEC File No. 0-5468, Exhibit 3(a)).
*4-(b)   By-laws of Registrant, as amended and restated through July 24,
         1990 (Form 10-K, December 31, 1991, SEC File No. 0-5468,
         Exhibit 3(b)).
*4-(c)   1989 Incentive and Nonqualified Stock Option Plan (As Amended
         and Restated Effective January 25, 1994) (Schedule 14A, March
         22, 1994, SEC File No. 0-5468, Exhibit 99).
 4-(d)   Certificate of Designations of Series A Junior Participating
         Preferred Stock.
 5       Opinion of Gerald A. Morton, Associate General Counsel of the 
         Registrant.
 23-(a)  Consent of Arthur Andersen & Co.
 23-(b)  Consent of Ryder Scott Company Petroleum Engineers.  
 23-(c)  Consent of Gerald A. Morton (contained in his opinion filed as
         Exhibit 5).
 24      Powers of Attorney.
 
                   
*   Incorporated by reference.

Item 17.    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 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;

       (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; and

       (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.
                                                                         
                               - 4 -
(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 Section 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 this
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.

                                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 9th  day of  August, 1994.

                                POGO PRODUCING COMPANY
                                (Registrant)

                                By:  /s/ PAUL G. VAN WAGENEN  
       
                                     Paul G. Van Wagenen
                                     (Chairman of the Board,
                                     President and Chief
                                     Executive Officer)
     
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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 August 9, 1994.

  Signature                          Title     

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

                      
  /s/    D. STEPHEN SLACK         Senior Vice President -- Finance, Chief
         D. Stephen Slack           Financial Officer and Treasurer
                                   (Principal Financial Officer and
                                             Director)

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

  /s/    TOBIN ARMSTRONG*                     Director            
         Tobin Armstrong

  /s/    JACK S. BLANTON*                     Director       
         Jack S. Blanton

  /s/    W. M. BRUMLEY, JR.*                  Director       
         W. M. Brumley, Jr.

  /s/   JOHN B. CARTER, JR.*                  Director       
        John B. Carter, Jr.

  /s/   WILLIAM L. FISHER*                    Director       
        William L. Fisher*

  /s/   WILLIAM E. GIPSON*                    Director       
        William E. Gipson

                               - 6 -
/s/   GERRIT W. GONG*                       Director       
        Gerrit W. Gong

  /s/   J. STUART HUNT*                       Director  
        J. Stuart Hunt

  /s/   FREDERICK A. KLINGENSTEIN*            Director       
        Frederick A. Klingenstein

  /s/   NICHOLAS R. PETRY*                    Director       
        Nicholas R. Petry

  /s/   JACK A. VICKERS*                      Director  
        Jack A. Vickers

*By             THOMAS  E. HART             
     (Thomas E. Hart, Attorney-in-Fact)

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