As filed with the Securities and Exchange Commission on May 22, 1996

        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)

           1995 LONG-TERM INCENTIVE PLAN
            OF POGO PRODUCING COMPANY
             (Full title of the plan)

                 Gerald A. Morton
             Corporate Secretary and
            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 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       2,000,000
share                shares      $36.69       $73,380,000.00      $25,303.45


(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 1995 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 May 20, 1996.                      
         
<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, 1995;

     (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
Corporate Secretary 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:

                                  -2-

<PAGE>

                   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 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.

                                  -3-

<PAGE>

       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 By-law 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.

       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 (Exhibit 3(a),
              Quarterly Report on Form 10-Q for the quarter ended March 31,
              1995, File No. 1-7792).
     *4-(b)   By-laws of Registrant, as amended and restated through July 24,
              1990 (Exhibit 3(a), Quarterly Report on Form 10-Q for the quarter
              ended June 30, 1990, File No. 0-5468).
      4-(c)   1995 Long-Term Incentive Plan.
     *4-(d)   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-(e)   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).
          5   Opinion of Gerald A. Morton, Corporate Secretary and Associate
              General Counsel of the Registrant.
     23-(a)   Consent of Arthur Andersen LLP.
     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.

                                  -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 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.


        (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.


                                  -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
22nd  day of May, 1996.

                                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 May 22, 1996.

             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 Treasurer
         John W. Elsenhans                (Principal Financial Officer)
                 
         /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.

                                  -6-

<PAGE>

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

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

           /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     /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": "333-04233", "film-number": "96570814"}, "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 May 22, 1996

        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)

           1995 LONG-TERM INCENTIVE PLAN
            OF POGO PRODUCING COMPANY
             (Full title of the plan)

                 Gerald A. Morton
             Corporate Secretary and
            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 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       2,000,000
share                shares      $36.69       $73,380,000.00      $25,303.45

(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 1995 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 May 20, 1996.
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, 1995;

     (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
Corporate Secretary 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:

                                  -2-
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 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.

                                  -3-
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 By-law 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.

       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 (Exhibit 3(a),
              Quarterly Report on Form 10-Q for the quarter ended March 31,
              1995, File No. 1-7792).
     *4-(b)   By-laws of Registrant, as amended and restated through July 24,
              1990 (Exhibit 3(a), Quarterly Report on Form 10-Q for the quarter
              ended June 30, 1990, File No. 0-5468).
      4-(c)   1995 Long-Term Incentive Plan.
     *4-(d)   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-(e)   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).
          5   Opinion of Gerald A. Morton, Corporate Secretary and Associate
              General Counsel of the Registrant.
     23-(a)   Consent of Arthur Andersen LLP.
     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.

                                  -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 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.

        (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.

                                  -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
22nd  day of May, 1996.

                                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 May 22, 1996.

             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 Treasurer
         John W. Elsenhans                (Principal Financial Officer)
                 
         /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.

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

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

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

                                  
                                  -7-