<PAGE>

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002

                                                      REGISTRATION NO. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

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

<TABLE>
<S>                                  <C>                                        <C>
DELAWARE                             5 Greenway Plaza, Suite 2700                   74-1659398
(State or Other Jurisdiction of      Houston, Texas                                 (I.R.S. Employer
Incorporation or Organization)       (Address of Principal Executive Offices)       Identification No.)
                                     77046
                                     (Zip Code)
</TABLE>

                 2002 INCENTIVE PLAN OF POGO PRODUCING COMPANY
                           (Full title of the plan)

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

                                (713) 297-5000

                    (Telephone Number, Including Area Code,
                             of Agent for Service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
          Title of                      Amount               Proposed Maximum         Proposed Maximum         Amount of
      Securities to be                  to be               Offering Price Per       Aggregate Offering       Registration
         Registered                 Registered(1)                Share(2)                 Price(2)                Fee
     -----------------             --------------           ------------------       ------------------       -------------
<S>                                <C>                      <C>                       <C>                     <C>
Common Stock (par value $1
 per share)                        2,200,000 shares               $31.57                 $69,454,000             $6,390
</TABLE>


 (1) This Registration Statement also covers (a) such indeterminable additional
     number of shares as may become deliverable as a result of any future
     adjustments in accordance with the terms of the 2002 Incentive Plan and (b)
     the associated rights to purchase preferred stock, which initially are
     attached to and trade with the shares of Common Stock being registered
     hereby.  The value attributable to those associated rights, if any, is
     reflected in the market price of the Common Stock.

 (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee and based upon the average of the high and
     low sales price reported on the New York Stock Exchange Composite Tape on
     April 23, 2002.
<PAGE>

                                 PART I

          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information concerning the 2002 Incentive
Plan of  Pogo Producing Company (the "Plan") required by Item 1 of Form S-8 and
the statement of availability of registrant information and any other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act").  In accordance with Rule 428 and with the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  Pogo Producing Company (the "Registrant" or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.


                                 PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
the fiscal year ended December 31, 2001;

     (b) All other reports filed by the Registrant pursuant to Section 13(a), 14
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and

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

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

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Gerald A. Morton, who is the
Vice President - Law, Chief Regulatory Officer and Corporate Secretary of the
Company.  Such opinion has been filed as an exhibit to this Registration
Statement.  Mr. Morton is an officer of the Company and owns approximately 5053
shares of the Company's common stock directly and through the Company's tax
advantaged savings plan and owns options to purchase an aggregate of 56,000
shares of the Company's common stock, which are or become exercisable in
periodic installments through August 1, 2004.

                                      1-1
<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 a person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith  and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause  to believe his
conduct was unlawful.  Similar indemnity is authorized for such persons in
respect of threatened, pending or completed actions or suits by or in the right
of the corporation against expenses (including attorney's fees) actually and
reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that no indemnification shall
be made in respect of any claim, issue or matter (unless a court of competent
jurisdiction otherwise provides) as to which such person shall not have been
adjudged liable to the corporation.  Section 145 further provides that, to the
extent that a present or former director or officer of a corporation has been
successful on th merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

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

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

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

     The Company has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned Bylaw provision or otherwise and (b) to insure the officers
and directors of the Company and of specified subsidiaries against certain
liabilities incurred by

                                      1-2
<PAGE>

them in the discharge of their functions as officers and directors, including
liabilities under the Securities Act of 1933, as amended.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.


Item 8.   Exhibits.

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

Exhibit
  No.        Description
--------     -----------

*4.1 --   Restated Certificate of Incorporation of Pogo Producing
          Company(Exhibit 3(a), Annual Report on Form 10-K for the year ended
          December 31, 1997, File No. 001-07792).

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

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

*4.4 --   Bylaws of Pogo Producing Company, as amended and restated through
          January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for the
          year ended December 31, 1998, File No. 001-07792).

*4.5 --   Rights Agreement dated as of April 26, 1994 between Pogo Producing
          Company and Harris Trust Company of New York, as Rights Agent
          (Exhibit 4, Current Report on Form 8-K filed April 26, 1994, File
          No. 001-07792).

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

*4.7  --  2002 Incentive Plan (Appendix A, Definitive Proxy Statement
          on Schedule 14A filed March 25, 2002, File No. 1-7792).

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

23.1  --  Consent of Arthur Andersen LLP.

23.2  --  Consent of Ryder Scott Company, L. P.

23.3  --  Consent of Miller and Lents, Ltd.

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

24    --  Powers of Attorney

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

                                      1-3
<PAGE>

Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) to reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in the
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20 percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
               effective registration statement.

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

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

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

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1993 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      1-4
<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 24th day of April,
2002.

                                POGO PRODUCING COMPANY

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 24th day of April, 2002.

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

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


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

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

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

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

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

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

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

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

                                      1-5
<PAGE>

                                 EXHIBIT INDEX


Exhibit
  No.        Description
-------      -----------

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

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

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

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

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

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

*4.7  --  2002 Incentive Plan (Appendix A, Definitive Proxy Statement
          on Schedule 14A filed March 25, 2002, File No. 1-7792).

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

23.1  --  Consent of Arthur Andersen LLP.

23.2  --  Consent of Ryder Scott Company, L.P.

23.3  --  Consent of Miller and Lents, Ltd.

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

24    --  Powers of Attorney

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

                                      1-6
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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": "333-86856", "film-number": "02619737"}, "business-address": {"street1": "5 GREENWAY PLAZA STE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77252-0504", "phone": "7132975000"}, "mail-address": {"street1": "5 GREENWAY PLAZA SUITE 2700", "street2": "P O BOX 2504", "city": "HOUSTON", "state": "TX", "zip": "77252"}, "former-company": {"former-conformed-name": "PENNZOIL OFFSHORE GAS OPERATORS INC /TX/", "date-changed": "19600201"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 24, 2002

                                                      REGISTRATION NO. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

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

                            POGO PRODUCING COMPANY
            (Exact Name of Registrant as Specified in its Charter)
DELAWARE                             5 Greenway Plaza, Suite 2700                   74-1659398
(State or Other Jurisdiction of      Houston, Texas                                 (I.R.S. Employer
Incorporation or Organization)       (Address of Principal Executive Offices)       Identification No.)
                                     77046
                                     (Zip Code)
2002 INCENTIVE PLAN OF POGO PRODUCING COMPANY
                           (Full title of the plan)

                               GERALD A. MORTON
                    VICE PRESIDENT  - LAW, CHIEF REGULATORY
                        OFFICER 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 Maximum         Proposed Maximum         Amount of
      Securities to be                  to be               Offering Price Per       Aggregate Offering       Registration
         Registered                 Registered(1)                Share(2)                 Price(2)                Fee
     -----------------             --------------           ------------------       ------------------       -------------
Common Stock (par value $1
 per share)                        2,200,000 shares               $31.57                 $69,454,000             $6,390
(1) This Registration Statement also covers (a) such indeterminable additional
     number of shares as may become deliverable as a result of any future
     adjustments in accordance with the terms of the 2002 Incentive Plan and (b)
     the associated rights to purchase preferred stock, which initially are
     attached to and trade with the shares of Common Stock being registered
     hereby.  The value attributable to those associated rights, if any, is
     reflected in the market price of the Common Stock.

 (2) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
     calculating the registration fee and based upon the average of the high and
     low sales price reported on the New York Stock Exchange Composite Tape on
     April 23, 2002.
PART I

          INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note:  The document(s) containing the information concerning the 2002 Incentive
Plan of  Pogo Producing Company (the "Plan") required by Item 1 of Form S-8 and
the statement of availability of registrant information and any other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act").  In accordance with Rule 428 and with the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424
under the Securities Act.  Pogo Producing Company (the "Registrant" or the
"Company") shall maintain a file of such documents in accordance with the
provisions of Rule 428.  Upon request, the Registrant shall furnish the
Commission or its staff a copy or copies of all of the documents included in
such file.

                                 PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

     (a) The Registrant's Annual Report on Form 10-K filed pursuant to Section
13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for
the fiscal year ended December 31, 2001;

     (b) All other reports filed by the Registrant pursuant to Section 13(a), 14
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's Annual Report referred to in (a) above; and

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

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

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

Item 4.   Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Certain legal matters in connection with the shares of Common Stock offered
hereby are being passed upon for the Company by Gerald A. Morton, who is the
Vice President - Law, Chief Regulatory Officer and Corporate Secretary of the
Company.  Such opinion has been filed as an exhibit to this Registration
Statement.  Mr. Morton is an officer of the Company and owns approximately 5053
shares of the Company's common stock directly and through the Company's tax
advantaged savings plan and owns options to purchase an aggregate of 56,000
shares of the Company's common stock, which are or become exercisable in
periodic installments through August 1, 2004.

                                      1-1
Item 6.   Indemnification of Officers and Directors.

     Section 145 of the Delaware General Corporation Law, inter alia, empowers a
Delaware corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding (other than an action by or in the right of the corporation)
by reason of the fact that such a person is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's fees), judgements, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith  and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause  to believe his
conduct was unlawful.  Similar indemnity is authorized for such persons in
respect of threatened, pending or completed actions or suits by or in the right
of the corporation against expenses (including attorney's fees) actually and
reasonably incurred in connection with the defense or settlement of any such
threatened, pending or completed action or suit if such person acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and provided further that no indemnification shall
be made in respect of any claim, issue or matter (unless a court of competent
jurisdiction otherwise provides) as to which such person shall not have been
adjudged liable to the corporation.  Section 145 further provides that, to the
extent that a present or former director or officer of a corporation has been
successful on th merits or otherwise in defense of any such action, suit or
proceeding, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection therewith.

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

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

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

     The Company has placed in effect insurance which purports (a) to insure it
against certain costs of indemnification which may be incurred by it pursuant to
the aforementioned Bylaw provision or otherwise and (b) to insure the officers
and directors of the Company and of specified subsidiaries against certain
liabilities incurred by

                                      1-2
them in the discharge of their functions as officers and directors, including
liabilities under the Securities Act of 1933, as amended.

Item 7.   Exemption from Registration Claimed.

     Not Applicable.

Item 8.   Exhibits.

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

Exhibit
  No.        Description
--------     -----------

*4.1 --   Restated Certificate of Incorporation of Pogo Producing
          Company(Exhibit 3(a), Annual Report on Form 10-K for the year ended
          December 31, 1997, File No. 001-07792).

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

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

*4.4 --   Bylaws of Pogo Producing Company, as amended and restated through
          January 27, 1998 (Exhibit 3(b), Annual Report on Form 10-K for the
          year ended December 31, 1998, File No. 001-07792).

*4.5 --   Rights Agreement dated as of April 26, 1994 between Pogo Producing
          Company and Harris Trust Company of New York, as Rights Agent
          (Exhibit 4, Current Report on Form 8-K filed April 26, 1994, File
          No. 001-07792).

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

*4.7  --  2002 Incentive Plan (Appendix A, Definitive Proxy Statement
          on Schedule 14A filed March 25, 2002, File No. 1-7792).

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

23.1  --  Consent of Arthur Andersen LLP.

23.2  --  Consent of Ryder Scott Company, L. P.

23.3  --  Consent of Miller and Lents, Ltd.

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

24    --  Powers of Attorney

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

                                      1-3
Item 9.  Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

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

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

               (ii) to reflect in the prospectus any facts or events arising
               after the effective date of the registration statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement.
               Notwithstanding the foregoing, any increase or decrease in the
               volume of securities offered (if the total dollar value of
               securities offered would not exceed that which was registered)
               and any deviation from the low or high end of the estimated
               maximum offering range may be reflected in the form of prospectus
               filed with the Commission pursuant to Rule 424(b) if, in the
               aggregate, the changes in volume and price represent no more than
               a 20 percent change in the maximum aggregate offering price set
               forth in the "Calculation of Registration Fee" table in the
               effective registration statement.

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

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

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

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

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

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1993 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 above,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.  In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                      1-4
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 24th day of April,
2002.

                                POGO PRODUCING COMPANY

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

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 24th day of April, 2002.
Signature                                                      Title
                   -----------                                                    -------
/s/ PAUL G. VAN WAGENEN                                 Chairman, President and Chief
----------------------------------------------------                  Executive Officer
              Paul G. Van Wagenen                                     (Principal Executive Officer and Director)

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

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

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

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

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

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

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

*By: /s/ THOMAS E. HART
    ------------------------------------------------
     Thomas E. Hart
     Attorney-in-Fact
1-5
EXHIBIT INDEX

Exhibit
  No.        Description
-------      -----------

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

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

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

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

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

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

*4.7  --  2002 Incentive Plan (Appendix A, Definitive Proxy Statement
          on Schedule 14A filed March 25, 2002, File No. 1-7792).

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

23.1  --  Consent of Arthur Andersen LLP.

23.2  --  Consent of Ryder Scott Company, L.P.

23.3  --  Consent of Miller and Lents, Ltd.

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

24    --  Powers of Attorney

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

                                      1-6