POGO PRODUCING COMPANY

                                     BYLAWS

                            (As Amended and Restated)

                                    ARTICLE I

                            Meetings of Stockholders

          Section 1. The annual meeting of the stockholders of this Corporation
shall be held on such date and at such time as the Board of Directors shall
designate by resolution, or any subsequent day or days to which such meeting may
be adjourned, for the purposes of electing directors and of transacting such
other business as may properly come before the meeting. The Board of Directors
shall fix by resolution the city and the place within such city for the holding
of such meeting, and at least ten days notice shall be given to the stockholders
of the city and place so fixed.

          Section 2. Special meetings of the stockholders may be called at any
time by the Board of Directors, the Chairman of the Board, the Executive
Committee (if any), or the President. Upon written request of any person or
persons who have duly called a special meeting, it shall be the duty of the
Secretary of the Corporation to fix the date of the meeting to be held not less
than ten nor more than sixty days after the receipt of the request and to give
due notice thereof. If the Secretary shall neglect or refuse to fix the date of
the meeting and give notice thereof, the person or persons calling the meeting
may do so.

          Section 3. Every special meeting of the stockholders shall be held at
such place within or without the State of Delaware as the Board of Directors may
designate, or, in the absence of such designation, at the registered office of
the Corporation in the State of Delaware.

          Section 4. Written notice of every meeting of the stockholders shall
be given by the Secretary of the Corporation to each stockholder of record
entitled to vote at the meeting, by placing such notice in the mail at least ten
days, but not more than fifty days, prior to the day named for the meeting
addressed to each stockholder at his address appearing on the books of the
Corporation or supplied by him to the Corporation for the purpose of notice.

          Section 5.  The Board of Directors may fix a date, not
less than ten nor more than sixty days preceding the date of any
meeting of stockholders, as a record date for the determination of
stockholders entitled to notice of, or to vote at, any such meeting.  The
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Board of Directors shall not close the books of the Corporation against transfer
of shares during the whole or any part of such period.

          Section 6. The notice of every meeting of stockholders may be
accompanied by a form of proxy approved by the Board of Directors in favor of
such person or persons as the Board of Directors may select.

          Section 7. Except as otherwise provided by law or by the Certificate
of Incorporation of the Corporation, as from time to time amended, or by these
Bylaws, the presence in person or by proxy of stockholders of the Corporation
entitled to cast at least a majority of the votes to be cast thereat shall
constitute a quorum at each meeting of the stockholders and all questions shall
be decided by majority vote of the shares so presented in person or by proxy at
the meeting and entitled to vote thereat. The stockholders present at any duly
organized meeting may continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum.

          Section 8. Any meeting of the stockholders may be adjourned from time
to time, without notice other than by announcement at the meeting at which such
adjournment is taken, and at any such adjourned meeting at which a quorum shall
be present any action may be taken that could have been taken at the meeting
originally called; provided that if the adjournment is for more than thirty
days, or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the adjourned meeting.

          Section 9. Subject to the rights of holders of any class or series of
stock having a preference over the Common Stock of the Corporation as to
dividends or upon liquidation to elect directors under specified circumstances,
nominations of persons for election to the Board of Directors may be made only
(a) by the Board of Directors or a committee appointed by the Board of Directors
or (b) by any stockholder of the Corporation who is a stockholder of record at
the time of giving of the stockholder's notice provided for in this Section 9,
who shall be entitled to vote at such meeting and who complies with the notice
procedures set forth in this Section 9. For a nomination to be properly made by
a stockholder, the stockholder shall have given timely notice of his intention
to make such nomination or nominations in writing to the Secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to or
mailed and received at the principal executive offices of the Corporation not
less than eighty days nor more than one hundred and ten days prior to the date
of the meeting of stockholders at which such nomination is to be made; provided,
however, that in the event that less than ninety days notice or prior public
disclosure of the date of the meeting is given or made to stockholders, notice
by the stockholder to be timely received by the Corporation must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting was mailed to stockholders or such public
disclosure was made, whichever first occurs. Such stockholder's notice to the
Secretary shall set forth: (i) the name and address, as they appear on the
Corporation's books, of the stockholder proposing to make

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such nomination or nominations; (ii) a representation of the stockholder as to
the class and number of shares of capital stock of the Corporation which are
beneficially owned by such stockholder, and the stockholder's intent to appear
in person or by proxy at the meeting to nominate the person or persons specified
in the notice; (iii) a description of all arrangements or understandings between
the stockholder and each nominee and any other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder; (iv) the name, age, business address and residence
address, business experience or other qualifications of the person or persons to
be nominated; (v) the principal occupation or employment of such person or
persons; (vi) the class and number of shares of capital stock of the Corporation
which are beneficially owned by such person or persons; (vii) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated, or
intended to be nominated, by the Board of Directors; and (viii) the consent of
each nominee to serve as a director of the Corporation if so elected. No
stockholder nomination shall be effective unless made in accordance with the
procedures set forth in this Section 9. The Chairman of the meeting shall, if
the facts warrant, determine and declare to the meeting that a stockholder
nomination was not made in accordance with the provisions of the Bylaws, and if
he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.

          Section 10. At any meeting of stockholders, only such business shall
be conducted as shall have been brought before the meeting (a) by or at the
direction of the Board of Directors or (b) by any stockholder of the Corporation
who is a stockholder of record at the time of giving of the stockholder's notice
provided for in this Section 10, who shall be entitled to vote at such meeting
and who complies with the notice procedures set forth in this Section 10. For
business to be properly brought before a meeting of stockholders by a
stockholder, the stockholder shall have given timely notice thereof in writing
to the Secretary of the Corporation. To be timely, a stockholder's notice shall
be delivered to or mailed and received at the principal executive offices of the
Corporation not less than eighty days nor more than one hundred and ten days
prior to the date of the meeting at which such business is to be considered;
provided, however that in the event that less than ninety days notice or prior
public disclosure of the date of the meeting is given or made to stockholders,
notice by the stockholder to be timely received by the Corporation must be so
received not later than the close of business on the tenth day following the day
on which such notice of the date of the meeting was mailed to stockholders or
such public disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth as to each matter the stockholder
proposes to bring before the meeting: (i) a brief description of the business
desired to be brought before the meeting: the reasons for conducting such
business at the meeting and, in the event that such business includes a proposal
to amend either the Certificate of Incorporation or Bylaws of the Corporation,
the language of the proposed amendment, (ii) the name and address, as they
appear on the Corporation's books, of the stockholder proposing such business,
(iii) a representation of the stockholder as to the class and number of shares
of capital stock of the Corporation which are beneficially owned by such

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stockholder, and the stockholder's intent to appear in person or by proxy at the
meeting to propose such business and (iv) any material interest of such
stockholder in such business. Notwithstanding anything in the Bylaws to the
contrary, no business shall be conducted at a stockholders meeting unless
brought before the meeting in accordance with the procedures set forth in this
Section 10. The Chairman of the meeting shall, if the facts warrant, determine
and declare to the meeting that business was not properly brought before the
meeting and in accordance with the provisions of the Bylaws, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.

          Section 11. For purposes of Sections 9 and 10 of these Bylaws, notice
of the date of any stockholders' meeting may be included in any (i) report or
other communication mailed to stockholders generally or (ii) press release
issued by the Corporation. Public disclosure of such date shall be deemed
sufficient for such purpose if made in any report filed by the Corporation with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder. Notwithstanding
the foregoing provisions of Sections 9 and 10, a stockholder shall also comply
with all applicable requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect to the matters
set forth in Sections 9 and 10.

                    ARTICLE II

                Board of Directors

          Section 1. The business, affairs and property of the Corporation shall
be managed by the Board of Directors. The number of directors shall be no more
than twelve, divided into three classes as provided in the Certificate of
Incorporation of the Corporation. The directors shall be elected by the
stockholders as provided in the Certificate of Incorporation of the Corporation.
A director need not be a resident of the State of Delaware or a stockholder of
the Corporation.

          Section 2. Any vacancy in the Board of Directors, including vacancies
resulting from an increase in the number of directors, shall be filled by a
majority of the remaining members of the Board though less than a quorum, and
the person so chosen shall be a director until the next election by the
stockholders of the class for which such director shall have been chosen, and
until his successor is elected and qualified.

          Section 3. Regular meetings of the Board of Directors shall be held at
such place or places within or without the State of Delaware, at such hour and
on such day as may be fixed by resolution of the Board of Directors, without
further notice of such meetings. The time or place of holding regular meetings
of the Board of Directors may be changed by the Chairman of the Board or the
President by giving written notice thereof as provided in Section 5 of this
Article II.

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          Section 4. Special meetings of the Board of Directors shall be held,
whenever called by the Chairman of the Board, the President, or by a resolution
of a majority of the members of the Board of Directors that are then in office,
at such place or places within or without the State of Delaware as may be stated
in the notice of the meeting.

          Section 5. Notice of the time and place of all special meetings of the
Board of Directors, and notice of any change in the time or place of holding the
regular meetings of the Board of Directors, shall be given to each director
either personally or by mail, telephone, telegraph or facsimile, at least one
day before the day of the meeting; provided, however, that notice of any meeting
need not be given to any director if such director signs a written waiver of
such notice at any time, or if such director shall be present at such meeting.

          Section 6. A majority of the directors in office shall constitute a
quorum of the Board of Directors for the transaction of business; but a lesser
number may adjourn from day to day until a quorum is present. Except as
otherwise provided by law or in these Bylaws, all questions shall be decided by
the vote of a majority of the directors present.

          Section 7. Any action which may be taken at a meeting of the directors
or members of the Executive Committee may be taken without a meeting if consent
in writing setting forth the action so taken shall be signed by all the
directors or members of the Executive Committee, as the case may be, and shall
be filed with the Secretary of the Corporation.

          Section 8. No currently sitting member of the Board of Directors may
stand for re-election, nor may any other individual stand for election or be
appointed to the Board of Directors, if on the date of election or appointment,
such individual has reached 71 years of age or older; provided, however, that
any properly elected or appointed member of the Board of Directors shall be
entitled to serve out the full term to which he was elected or appointed,
regardless of the age he reaches during the course of his term.

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                    ARTICLE III

                Executive Committee

          The Board of Directors may, by resolution adopted by a majority of the
whole Board, designate three or more of its number to constitute an Executive
Committee which committee, during intervals between meetings of the Board, shall
have and exercise the authority of the Board of Directors in the management of
the business of the Corporation to the extent permitted by law, including
without limitation the power and authority to declare dividends and authorize
the issuance of capital stock.

                    ARTICLE IV

                     Officers

          Section 1. The officers of the Corporation shall consist of a Chairman
of the Board, President, Secretary, Treasurer and such Vice Presidents and other
officers as may be elected or appointed by the Board of Directors. Any number of
offices may be held by the same person. All officers shall hold office until
their successors are elected or appointed, except that the Board of Directors
may remove any officer at any time at its discretion.

          Section 2. The officers of the Corporation shall have such powers and
duties as generally pertain to their offices, except as modified herein or by
the Board of Directors, as well as such powers and duties as from time to time
may be conferred by the Board of Directors. The Chairman of the Board shall be
the chief executive officer of the Corporation and shall have general
supervision of the business, affairs and property of the Corporation and over
its several officers, and shall preside at meetings of the Board and at meetings
of the stockholders. The President shall be the chief operating officer of the
Corporation and shall have such other duties as may be assigned to him by the
Board of Directors.

                     ARTICLE V

                       Seal

          The seal of the Corporation shall be in such form as the Board of
Directors shall prescribe.

                    ARTICLE VI

               Certificates of Stock

          The shares of the Corporation shall be represented by certificates of
stock, signed by the President or such Vice President or other officer
designated by the Board of Directors and countersigned by the Treasurer or the
Secretary; and if such certificates of stock are signed or countersigned by a
transfer agent other than the Corporation, or, by a registrar other than the
Corporation, such signature of the President, Vice President, or other officer
and such countersignature of the Treasurer or Secretary, or either of them, may
be executed in facsimile, engraved or printed. In case any officer who has
signed or whose facsimile signature has been placed upon any share certificate
shall have ceased to be such officer because of death, resignation or otherwise
before the certificate is issued, it may be issued by the Corporation with the
same effect as if the officer had not

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ceased to be such at the date of its issue. Said certificates of stock shall be
in such form as the Board of Directors may from time to time prescribe.

                    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 Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise.

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          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.

                   ARTICLE VIII

                    Amendments

          These Bylaws may be altered, amended, added to or repealed by the
stockholders at any annual or special meeting, by the vote of stockholders
entitled to cast at least a majority of the vote which all stockholders are
entitled to cast, and, except as may be otherwise required by law, the power to
alter, amend, add to or repeal these Bylaws is also vested in the Board of
Directors, acting by a majority vote of the members of the Board of Directors in
office (subject always to the power of the stockholders to change such action);
provided, however, that notice of the general nature of any such action proposed
to be taken shall be included in the notice of the meeting of stockholders or of
the Board of Directors at which such action is taken.

Amended and restated in full: 04/22/97
Article II amended by adding Section 8:  01/27/98

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