# ** **

# **EXHIBIT 31.2**

 

**CERTIFICATIONS**

 

I, James P. Ulm, II, certifythat:

 

                        I have reviewedthis Annual Report on Form 10-K of Pogo Producing Company (the “Company”);

 

        Based on my knowledge, this annualreport does not contain any untrue statement of a material fact or omit tostate a material fact necessary in order to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

        Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Company as of, and for, the periods presented in thisreport;

 

        The Company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

 

(a)          designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theCompany, including its consolidated subsidiaries, is made known to us by otherswithin those entities, particularly during the period in which this report isbeing presented;

 

(b)         designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

 

(c)          evaluated the effectiveness of the Company’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of  the period covered by this report based onsuch evaluation; and

 

(d)         disclosed in this report any change in theCompany’s internal control over financial reporting that occurred during theCompany’s fourth fiscal quarter that has materially affected, or is reasonablylikely to materially affect, the Company’s internal control over financialreporting.

 

        The Company’s other certifying officerand I have disclosed, based on our most recent evaluation of internal controlover financial reporting, to the Company’s auditors and the Audit Committee ofthe Company’s Board of Directors (or persons performing the equivalentfunction):

 

(a)          all significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Company’s abilityto record, process, summarize and report financial information; and

 

(b)         any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theCompany’s internal controls over financial reporting.

 

 

Date: March 7, 2005

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

 

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