SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 8-A


             For Registration of Certain Classes of Securities
                  Pursuant to Section 12(b) or (g) of the 
                      Securities Exchange Act of 1934


                            Pogo Producing Company
            (Exact name of registrant as specified in its charter)



          Delaware                                       74-1659398
  (State of incorporation                             (I.R.S. Employer
      or organization)                               Identification No.)


      5 Greenway Plaza, Suite 2700
             Houston, Texas                              77046-0504
(Address of principal executive offices)                 (Zip Code)

        If this Form relates to the         If this Form relates to the
        registration of a class of debt     registation of a class of debt
        securities and is effective upon    securities and is to become   
        filing pursuant to General          effective simultaneously with
        Instruction A(c)(1) please          the effectiveness of a concurrent
        check the following box.  [ ]       registration statement under the
                                            Securities Act of 1933 pursuant 
                                            to General Instruction A(c)(2)
                                            please check the following
                                            box.   [ ]

     Securities to be registered pursuant to Section 12(b) of the Act:

           Title of each class             Name of each exchange on which
           to be so registered             each class is to be registered

                 None                               Not applicable

     Securities to be registered pursuant to Section 12(g) of the Act:

               5-1/2% Convertible Subordinated Notes due 2006
                              (Title of Class)



Item 1.   Description of Registrant's Securities to be Registered.

          The securities to be registered hereby are the 5-1/2% Convertible
Subordinated Notes due 2006 (the "Notes") of Pogo Producing Company, a 
Delaware corporation (the "Company").  For descriptions of the Notes and the 
capital stock of the Company, see the information set forth under the 
captions "Description of the Notes" and "Description of Capital Stock" in 
(i) the prospectus subject to completion dated September 13, 1996, included 
in the Registration Statement on Form S-3 (Registration No. 333-11927)(the 
"Registration Statement") of the Company filed with the Securities and 
Exchange Commission (the "Commission") on September 13, 1996 and (ii) the 
pages containing the corresponding information in the related final form of
prospectus to be filed with the Commission by amendment to the Registration 
Statement, which descriptions are incorporated 
herein by reference shall be deemed to be modified or superseded for 
purposes hereof to the extent that another document incorporated herein by 
reference modifies or supersedes such previous statement.



Item 2.    Exhibits.
     
         *4(a).   Indenture dated as of June 15, 1996 between Pogo Producing 
                  Company and Fleet National Bank, as Trustee (Form 10-Q, 
                  June 30, 1996, SEC File No. 0-5468, Exhibit (f)). 

         *4(b).   Form of Note, included in Exhibit 4(a).

         *4(c).   Registration Rights Agreement, dated as of June 18, 1996, 
                  by and among Pogo Producing Company, Goldman, Sachs & Co.,
                  Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
                  Smith Incorporated (Registration Statement on Form S-3, SEC
                  File No. 333-11927, Exhibit 4(c)).

         *4(d).   Purchase Agreement, dated as of June 11, 1996, 
                  by and among Pogo Producing Company, Goldman, Sachs & Co.,
                  Merrill Lynch & Co. and Merrill Lynch, Pierce, Fenner &
                  Smith Incorporated (Registration Statement on Form S-3, SEC
                  File No. 333-11927, Exhibit 4(d)).

          ________________________________
          * Incorporated by reference.

                             Pogo Producing Company 


                                  Signature



         Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.



                                              Pogo Producing Company
                                                   (Registrant)

                                             By:  /s/ JOHN W. ELSENHANS
                                             Name:  John W. Elsenhans
                                             Title:  Vice President
                                                      and Treasurer
Date:  SEPTEMBER 20, 1996