EXHIBIT 10(f)(4)(ii)

               EXTENSION AGREEMENT TO CONTINUE EMPLOYMENT AGREEMENT 
                     between Jerry A. Cooper ("Executive") and
            Pogo Producing Company, a Delaware corporation ("Company"), 
                          dated as of February 1, 1994


          WHEREAS, Executive and Company are parties to an
"Employment Agreement" bearing an original "Effective Date" of
February 1, 1992, and an "Extension Agreement" dated as of
February 1, 1993; and
          
          WHEREAS, February 1, 1994, (even date herewith) is
hereby deemed to be the "Renewal Date" in that Employment Agreement; and
          
          WHEREAS, Executive and Company each wish to extend said
Employment Agreement for an additional one-year period so as to
terminate (unless further extended) two years thereafter, (to-wit
January 31, 1996); and
          
          WHEREAS, Company desires to retain the services of
Executive for the benefit of Company and its shareholders, and
desires to induce Executive to remain in its employ for that
extended time period; and
          
          WHEREAS, Executive has agreed to continue to serve as
an employee of Company for the period specified herein from and
after the date of this Extension Agreement; and
          
          WHEREAS, Company and Executive desire to enter into
this Extension Agreement in order to formally secure for Company
the benefit of the experience and abilities of Executive, and to
set forth the agreements and understandings of Company and
Executive; and
          
          WHEREAS, Company has advised Executive that execution
and performance of this Extension Agreement by Company has been duly



authorized and approved by all requisite corporate action on the
part of the Company.
          
          NOW, THEREFORE, in consideration of the foregoing and
the mutual promises and agreements herein contained, and in
consideration of the sum of $10 paid by Company to Executive,
receipt whereof is hereby acknowledged by Executive, Executive
and Company do hereby agree as follows:
          
          1.   The Employment Agreement between Executive and
Company bearing an "Effective Date" of February 1, 1992 and a
"Renewal Date" which is deemed herein to be February 1, 1994, is
hereby extended for an additional one-year period commencing
February 1, 1995 and ending January 31, 1996, unless such employment
period is hereafter further extended for an additional
period by both Executive and Company.
          
          2.   All provisions of the Employment Agreement between
Executive and Company dated February 1, 1992, and as it may have
been and herein is amended,  are continued in full force and
effect without change as if the Employment Agreement had been
initially effective as of February 1, 1994.
                              
                              POGO PRODUCING COMPANY


                              By:/s/ Paul G. Van Wagenen      
                                     Chairman, President and Chief
                                     Executive Officer


ATTEST:

/s/ Ronald B. Manning
                              EMPLOYEE:


                              /s/ Jerry A. Cooper