# **EXHIBIT 31.2**

#  

**CERTIFICATIONS**

 

I, James P. Ulm, II, certify that:

 

I have reviewed this Annual Report on Form 10-Kof Pogo Producing Company (the “Company”);

 

Based on my knowledge, this annual report does not contain any untruestatement of a material fact or omit to state a material fact necessary inorder to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading with respect to the period covered bythis report;

 

Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the Company asof, and for, the periods presented in this report;

 

The Company’s other certifying officer and I are responsible forestablishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control overfinancial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:

 

(a)          designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b)         designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

 

(c)          evaluatedthe effectiveness of the Company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(d)         disclosedin this report any change in the Company’s internal control over financialreporting that occurred during the Company’s fourth fiscal quarter that hasmaterially affected, or is reasonably likely to materially affect, the Company’sinternal control over financial reporting.

 

The Company’s other certifying officer and I have disclosed, based onour most recent evaluation of internal control over financial reporting, to theCompany’s auditors and the Audit Committee of the Company’s Board of Directors(or persons performing the equivalent function):

 

(a)          allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely to adverselyaffect the Company’s ability to record, process, summarize and report financialinformation; and

 

(b)         anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal controls over financialreporting.

 

 

Date:March 2, 2006

 
|   | /S/ JAMES P. ULM, II                         |   |
|--------|---------------------------------------------------|--------|
|   | James P. Ulm, II                             |
|   | Senior Vice President and Chief Financial Officer |

 

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