As filed with the Securities and Exchange Commission on March 23, 1999

        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)

           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
                                    
Title of           Amount        Proposed      Proposed           Amount of   
securities         to be         maximum       maximum            registration
to be registered   registered(1) offering      aggregate          fee
                                 price per     offering   
Common Stock, par                share(2)      price(2)
value $1 per       500,000
share                shares      $12.875       $6,437,500.00     $1,790.00_


(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 1998 Long-Term Incentive Plan. 

(2)      Estimated solely for the purpose of calculating the registration fee 
         in accordance with Rules 457(c) and (h) using the average of the high 
         and low prices reported on the New York Stock Exchange Composite 
         Transaction Tape on March 19, 1999.                      
         
<PAGE>         

                                       PART I

                      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information 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 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.

 
                                       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 for the fiscal year 
     ended December 31, 1998, as the same has been amended through the date
     hereof;

     (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.

<PAGE>

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

     Section 145 further authorizes a corporation to purchase and maintain 
insurance on behalf of any person who is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation 
or enterprise, against any liability asserted against him and incurred by him 
in any such capacity, or arising out of his status as such, whether or not the 
corporation would otherwise have the power under Section 145.  The Company 
maintains policies insuring its and its subsidiaries' officers and directors 
against certain liabilities for actions taken in such capacities, including 
liabilities under the Securities Act of 1933, as amended.

                                     -2-
<PAGE>
     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 of 
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. 

                                 - 3 -
<PAGE>

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

Item 7.   Exemption from Registration Claimed.

          Not Applicable.


Item 8.   Exhibits.

     *4.1   Indenture dated as of June 15, 1996 to Fleet National Bank, as
              Trustee. (Exhibit 4(f) quarterly report on Form 10-Q for the
              quarter ended June 30, 1996, File No. 1-7792).
     *4.2   Certificate of Designations 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).
     *4.3   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).
     *4.4   Certificate of Designations, Preferences and Rights of Preferred
              Stock of Registrant, 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).
     *4.5   1998 Long-Term Incentive Plan. (Exhibit 10.5, Annual Report on
              Form 10-K for the year ended December 31, 1998, File No. 1-7792).
     *4.6   Indenture dated as of May 15, 1997 between the Registrant and Fleet
              National Bank (now State Street Bank & Trust Company as successor
              in interest under the Indenture) as Trustee (Exhibit 4.3,
              Registration Statement on Form S-4, filed July 2, 1997, File No.
              333-30613).
      5     Opinion of Gerald A. Morton, Vice President - Law and
              Corporate Secretary of the Registrant.
     23.1   Consent of Arthur Andersen LLP.
     23.2   Consent of Ryder Scott Company Petroleum Engineers.          
     23.3   Consent of Gerald A. Morton (contained in his opinion filed as
              Exhibit 5).
     24     Powers of Attorney.
           
         __________________          
          *   Incorporated by reference.

                                  -4-

<PAGE>

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:

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

                  (ii) to reflect in theprospectus 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 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.


                                  -5-

<PAGE>
                            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
23rd day of March, 1999.

                                POGO PRODUCING COMPANY
                                (Registrant)

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

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on March 23, 1999.

             Signature                          Title     

                      
         /s/ PAUL G. VAN WAGENEN    Chairman of the Board, President and Chief
         Paul G. Van Wagenen                Executive Officer 
                                   (Principal Executive Officer and Director)
                      
         /s/ JOHN W. ELSENHANS            Vice President and Chief Financial
                                                Officer
         John W. Elsenhans                (Principal Financial Officer)
                 
         /s/ THOMAS E. HART               Vice President and Controller
         Thomas E. Hart                   (Principal Accounting Officer)

          /s/ JERRY M. ARMSTRONG*                  Director
          Jerry M. Armstrong

          /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.

                                  -6-

<PAGE>

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

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


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

                                  
                                  -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": "333-74861", "film-number": "99570372"}, "business-address": {"street1": "5 GREENWAY PLAZA STE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77046-0504", "phone": "7132975017"}, "mail-address": {"street1": "5 GREENWAY PLAZA SUITE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77046-0504"}, "former-company": {"former-conformed-name": "PENNZOIL OFFSHORE GAS OPERATORS INC /TX/", "date-changed": "19600201"}}
As filed with the Securities and Exchange Commission on March 23, 1999

        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)

           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
                                    
Title of           Amount        Proposed      Proposed           Amount of   
securities         to be         maximum       maximum            registration
to be registered   registered(1) offering      aggregate          fee
                                 price per     offering   
Common Stock, par                share(2)      price(2)
value $1 per       500,000
share                shares      $12.875       $6,437,500.00     $1,790.00_

(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 1998 Long-Term Incentive Plan. 

(2)      Estimated solely for the purpose of calculating the registration fee 
         in accordance with Rules 457(c) and (h) using the average of the high 
         and low prices reported on the New York Stock Exchange Composite 
         Transaction Tape on March 19, 1999.
PART I

                      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information 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 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.

 
                                       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 for the fiscal year 
     ended December 31, 1998, as the same has been amended through the date
     hereof;

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

     Section 145 further authorizes a corporation to purchase and maintain 
insurance on behalf of any person who is or was a director, officer, employee 
or agent of the corporation, or is or was serving at the request of the 
corporation as a director, officer, employee or agent of another corporation 
or enterprise, against any liability asserted against him and incurred by him 
in any such capacity, or arising out of his status as such, whether or not the 
corporation would otherwise have the power under Section 145.  The Company 
maintains policies insuring its and its subsidiaries' officers and directors 
against certain liabilities for actions taken in such capacities, including 
liabilities under the Securities Act of 1933, as amended.

                                     -2-
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 of 
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. 

                                 - 3 -
The Company has placed in effect insurance which purports (a) to insure 
it against certain costs of indemnification which may be incurred by it 
pursuant to the aforementioned Bylaw provision or otherwise and (b) to insure 
the officers and directors of the Company and of specified subsidiaries 
against certain liabilities incurred by them in the discharge of their 
functions as officers and directors except for liabilities arising from their 
own malfeasance.

Item 7.   Exemption from Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

     *4.1   Indenture dated as of June 15, 1996 to Fleet National Bank, as
              Trustee. (Exhibit 4(f) quarterly report on Form 10-Q for the
              quarter ended June 30, 1996, File No. 1-7792).
     *4.2   Certificate of Designations 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).
     *4.3   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).
     *4.4   Certificate of Designations, Preferences and Rights of Preferred
              Stock of Registrant, 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).
     *4.5   1998 Long-Term Incentive Plan. (Exhibit 10.5, Annual Report on
              Form 10-K for the year ended December 31, 1998, File No. 1-7792).
     *4.6   Indenture dated as of May 15, 1997 between the Registrant and Fleet
              National Bank (now State Street Bank & Trust Company as successor
              in interest under the Indenture) as Trustee (Exhibit 4.3,
              Registration Statement on Form S-4, filed July 2, 1997, File No.
              333-30613).
      5     Opinion of Gerald A. Morton, Vice President - Law and
              Corporate Secretary of the Registrant.
     23.1   Consent of Arthur Andersen LLP.
     23.2   Consent of Ryder Scott Company Petroleum Engineers.          
     23.3   Consent of Gerald A. Morton (contained in his opinion filed as
              Exhibit 5).
     24     Powers of Attorney.
           
         __________________          
          *   Incorporated by reference.

                                  -4-
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:

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

                  (ii) to reflect in theprospectus 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 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.

                                  -5-
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
23rd day of March, 1999.

                                POGO PRODUCING COMPANY
                                (Registrant)

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

  Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on March 23, 1999.

             Signature                          Title     

                      
         /s/ PAUL G. VAN WAGENEN    Chairman of the Board, President and Chief
         Paul G. Van Wagenen                Executive Officer 
                                   (Principal Executive Officer and Director)
                      
         /s/ JOHN W. ELSENHANS            Vice President and Chief Financial
                                                Officer
         John W. Elsenhans                (Principal Financial Officer)
                 
         /s/ THOMAS E. HART               Vice President and Controller
         Thomas E. Hart                   (Principal Accounting Officer)

          /s/ JERRY M. ARMSTRONG*                  Director
          Jerry M. Armstrong

          /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.

                                  -6-
/s/ WILLIAM L. FISHER*                  Director            
           William L. Fisher

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

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

                                  
                                  -7-