# **EXHIBIT 31.2**

**CERTIFICATIONS**

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

I have reviewed this AnnualReport on Form 10-K of Pogo Producing Company (the “Company”);

Based on my knowledge, this annual report doesnot contain any untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

Based on my knowledge, the financial statements,and other financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the Company as of, and for, the periods presented in this report;

The Company’s other certifying officer and Iare responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Company and have:

(a)   designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the Company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

(b)   designed such internalcontrol over financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

(c)   evaluated the effectivenessof the Company’s disclosure controls and procedures and presented in thisreport our conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

(d)   disclosed in this report anychange in the Company’s internal control over financial reporting that occurredduring the Company’s fourth fiscal quarter that has materially affected, or isreasonably likely to materially affect, the Company’s internal control overfinancial reporting.

The Company’s other certifying officer and Ihave disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Company’s auditors and the Audit Committee of theCompany’s Board of Directors (or persons performing the equivalent function):

(a)   all significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the Company’sability to record, process, summarize and report financial information; and

(b)   any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the Company’s internal controls over financial reporting.

Date: March 1, 2007
|        |   | /s/ JAMES P. ULM, II                         |   |   |
|--------|--------|---------------------------------------------------|--------|--------|
|   |   | James P. Ulm, II                             |   |   |
|   |   | Senior Vice President and Chief Financial Officer |   |   |

 

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