EXHIBIT 3(a)
 
                                   RESTATED
                         CERTIFICATE OF INCORPORATION
 
                                      OF
 
                            POGO PRODUCING COMPANY
 
 
     Pogo Producing Company, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware,
 
DOES HEREBY CERTIFY:
 
     FIRST:    The name of the Corporation is Pogo Producing Company.
 
     SECOND:   The name under which the Corporation was originally incorporated
is Pennzoil Offshore Company.  The date of filing of its original certificate of
incorporation with the Secretary of State of the State of Delaware was February
19, 1970.
 
     THIRD:    This Restated Certificate of Incorporation was duly adopted by
the Board of Directors of the Corporation in accordance with Section 245 of the
General Corporation Law of the State of Delaware.
 
     FOURTH:   This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Corporation's
certificate of incorporation as heretofore amended, supplemented or restated and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
 
     FIFTH:    The text of the Certificate of Incorporation of the Corporation
as heretofore amended, supplemented or restated is hereby restated to read as
herein set forth in full:
 
 
                                   ARTICLE I
 
     The name of the Corporation is Pogo Producing Company.
 
 
                                   ARTICLE II
 
     The address of its registered office in the State of Delaware is located at
1209 Orange Street, in the City of Wilmington, County of New Castle.  The name
of its registered agent at such address is The Corporation Trust Company.
 
 
                                  ARTICLE III
<PAGE>
 
     The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful business, act or activity for which
corporations may be organized under the General Corporation Law of Delaware.
 
 
                                   ARTICLE IV
 
     A.   The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 102,000,000 shares, divided into
100,000,000 shares of Common Stock of the par value of $1 per share (Common
Stock) and 2,000,000 shares of Preferred Stock of the par value of $1 per share
(Preferred Stock).
 
     The Preferred Stock may be issued in one or more series and the Preferred
Stock of each such series shall have such designations, preferences and
relative, participating, optional, redemption, conversion, exchange and other
special rights, and qualifications, limitations or restrictions thereof, as may
be fixed by the Board of Directors pursuant to the authority so to do which is
hereby expressly vested in it and stated and expressed in a resolution or
resolutions adopted by the Board of Directors providing for the issuance of
Preferred Stock of such series.
 
     Except as otherwise provided in any resolution of the Board of Directors
providing for the issuance of any particular series of Preferred Stock,
Preferred Stock redeemed or otherwise acquired by the Corporation shall assume
the status of authorized but unissued Preferred Stock and may thereafter,
subject to the provisions of this Article IV and of any restrictions contained
in any resolution of the Board of Directors providing for the issuance of any
particular series of Preferred Stock, be reissued in the same manner as other
authorized but unissued Preferred Stock.
 
     Except as otherwise specifically required by law or as specifically
provided herein or in any resolution of the Board of Directors providing for the
issuance of any particular series of Preferred Stock, the exclusive voting power
of the Corporation shall be vested in the Common Stock of the Corporation.  Each
share of Common Stock shall entitle the holder thereof to one vote at all
meetings of the stockholders of the Corporation.
 
     B.   Except as otherwise provided in this Article IV, the affirmative vote
of the holders of not less than 80% of the outstanding shares of Common Stock
and of not less than 80% of the outstanding shares of Preferred Stock
outstanding and entitled to vote, such Common Stock and Preferred Stock voting
separately and not as one class, shall be required:
 
          (i) for a merger or consolidation of the Corporation with or into any
     other corporation, or
 
          (ii) for any sale or lease of all or any substantial part of the
     assets of the Corporation to any other corporation, person or other entity,
     or
 
                                      -2-
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          (iii)  any sale or lease to the Corporation or any subsidiary thereof
     of any assets (except assets having an aggregate fair market value of less
     than $5,000,000) in exchange for voting stock (or securities convertible
     into or exchangeable for voting stock or options, warrants, or rights to
     purchase voting stock or securities convertible into voting stock) of the
     Corporation or any subsidiary of the Corporation by any other corporation,
     person or entity,
 
if as of the record date for the determination of stockholders entitled to
notice thereof and to vote thereon, or as of the time the Board of Directors
shall have approved a memorandum of understanding, or the Corporation shall have
entered into any agreement, with respect to any such transaction for which the
vote or consent of the holders of no class or series of stock of the Corporation
is otherwise required by law, the Certificate of Incorporation or any other
contract or agreement, such other corporation, person or entity which is party
to such a transaction is the beneficial owner, directly or indirectly, of 5% or
more of the outstanding shares of any class or series of voting stock of the
Corporation. Such affirmative vote or consent shall be in addition to the vote
or consent of the holders of any class or series of stock of the Corporation
otherwise required by law or the Certificate of Incorporation or the resolution
or resolutions providing for the issuance of such class or series which have
been adopted by the Board of Directors or any agreement between the Corporation
and any national securities exchange.
 
     For purposes of this Article IV any corporation, person or other entity
shall be deemed to be the beneficial owner of any shares of stock of the
Corporation:
 
          (i) which it owns directly, whether or not of record, or
 
          (ii) which it has the right to acquire pursuant to any agreement or
     understanding or upon exercise of conversion rights, exchange rights,
     warrants or options or otherwise, or
 
          (iii)  which are beneficially owned, directly or indirectly (including
     shares deemed to be owned through application of clause (ii) above), by any
     "affiliate" or "associate" as those terms are defined in Rule 12b-2 of the
     General Rules and Regulations under the Securities Exchange Act of 1934 as
     in effect on June 1, 1977, or
 
          (iv) which are beneficially owned, directly or indirectly (including
     shares deemed owned through application of clause (ii) above), by any other
     corporation, person or entity with which it or its "affiliate" or
     "associate" has any agreement or arrangement or understanding for the
     purpose of acquiring, holding, voting, or disposing of stock of the
     Corporation.
 
     For the purposes of this Article IV, the outstanding shares of any class or
series of stock of the Corporation shall include shares deemed owned through the
application of clauses (ii), (iii) and (iv) above, but shall not include any
other shares which may be 
 
                                      -3-
<PAGE>
 
issuable pursuant to any agreement or upon exercise of conversion or exchange
rights, warrants, options or otherwise. As used in this Article IV, the term
"subsidiary" shall mean a corporation, at least 40% of the voting power of the
capital stock (that is, voting power entitled to be exercised in the election of
directors, but excluding voting power entitled so to be exercised only upon the
happening of some contingency unless such contingency shall have occurred and is
continuing) of which, shall be owned by this Corporation or by one or more
subsidiaries or by this Corporation and one or more subsidiaries.
 
     The Board of Directors shall have the power and duty to determine for the
purposes of this Article IV on the basis of information known to this
Corporation whether
 
          (i)  such other corporation, person or other entity beneficially owns
     more than   5% of the outstanding shares of any class or series of voting
     stock of the Corporation,
 
          (ii) a corporation, person or entity is an "affiliate" or "associate"
     (as defined herein) of another,
 
          (iii)  the assets being acquired by the Corporation, or any subsidiary
     thereof, have an aggregate fair market value of less than $5,000,000, and
 
          (iv) the memorandum of understanding referred to in Paragraph (4)
     below is substantially consistent with the transaction covered thereby.
 
Any such determination shall be conclusive and binding for all purposes of this
Article IV.
 
     The provisions of this Article IV otherwise requiring an 80% vote of the
holders of Common Stock and Preferred Stock shall not apply to:
 
          (i) any merger or consolidation of this Corporation with, or any sale
     or lease to this Corporation or any subsidiary thereof of any assets of, or
     any sale or lease by this Corporation or any subsidiary thereof of any of
     its assets to, any corporation, person or entity if the Board of Directors
     of this Corporation has approved a memorandum of understanding with such
     other corporation, person or entity with respect to such transaction prior
     to the time that such other corporation, person or entity shall have become
     a beneficial owner of more than 5% of the outstanding shares of any class
     or series of voting stock of this Corporation, or
 
          (ii) any merger or consolidation of this Corporation with, or any sale
     or lease to this Corporation or any subsidiary thereof of any assets of, or
     any sale or lease by this Corporation or any subsidiary thereof of any of
     its assets to any subsidiary of this Corporation.
 
                                      -4-
<PAGE>
 
                                   ARTICLE V
 
     [The provision of the original Certificate of Incorporation naming the
incorporator is omitted pursuant to Section 245(c) of the General Corporation
Law of the State of Delaware.]
 
 
                                   ARTICLE VI
 
     In furtherance of, and not in limitation of, the powers conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the by-laws of the Corporation.
 
 
                                  ARTICLE VII
 
     No contract or other transaction between the Corporation and any other
corporation and no other act of the Corporation with relation to any other
corporation shall, in the absence of fraud, in any way be invalidated or
otherwise affected by the fact that any one or more of the directors of the
Corporation are pecuniarily or otherwise interested in, or are directors or
officers of, such other corporation.  Any director of the Corporation
individually, or any firm or association of which any director may be a member,
may be a party to, or may be pecuniarily or otherwise interested in, any
contract or transaction of the Corporation, provided that the fact that he
individually or as a member of such firm or association is such a party or so
interested shall be disclosed or shall have been known to the Board of Directors
or a majority of such members thereof as shall be present at any meeting of the
Board of Directors at which action upon any such contract or transaction shall
be taken; any director of the Corporation who is also a director or officer of
such other corporation or who is such a party or so interested may be counted in
determining the existence of a quorum at any meeting of the Board of Directors
which shall authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, with like force and effect as if he
were not such director of officer of such other corporation or not so
interested.  Any director of the Corporation may vote upon any contract or other
transaction between the Corporation and any subsidiary or affiliated corporation
without regard to the fact that he is also a director of such subsidiary or
affiliated corporation.
 
 
                                  ARTICLE VIII
 
     The Corporation reserves the right, subject to any express provisions or
restrictions contained in the Certificate of Incorporation or Bylaws of the
Corporation, to amend, alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed herein
or by statute, and all rights conferred upon stockholders herein are granted
subject to this reservation; provided that the provisions set forth in Articles
IV (Section B only), IX, X and in this Article VIII may not be amended, altered,
changed or repealed in any respect unless such action is approved by the
affirmative vote 
 
                                      -5-
<PAGE>
 
of the holders of not less than 80% of the outstanding shares of Common Stock
and of not less than 80% of the outstanding shares of Preferred Stock, voting
separately and not as one single class.
 
 
                                   ARTICLE IX
 
     The number of directors which shall constitute the whole Board of Directors
of the Corporation shall be not less than three (3) nor more than thirteen (13)
as specified from time to time in the Bylaws of the Corporation, except in the
case of an increase in the number of directors by reason of any default
provisions with respect to any outstanding series of Preferred Stock.  The Board
is divided into three classes, being Class I, Class II and Class III.  The
number of directors in each class shall be the whole number contained in the
quotient arrived at by dividing the authorized number of directors by three and
if a fraction is also contained in such quotient, then if such fraction is one-
third (1/3) the extra director shall be a member of Class III and if the
fraction is two-thirds (2/3) one of the directors shall be a member of Class III
and the other shall be a member of Class II. Each director shall serve for a
term ending on the third annual meeting following the annual meeting at which
such director was elected; provided, however, that the directors first elected
to Class I shall serve for a term ending on the annual meeting next ensuing, the
directors first elected to Class II shall serve for a term ending on the second
annual meeting following the meeting at which such directors were first elected,
and the directors first elected to Class III shall serve a full term as
hereinabove provided. The foregoing notwithstanding, each director shall serve
until his successor shall have been qualified, or until he shall be disabled or
shall otherwise be removed.
 
     For purposes of the preceding paragraph, reference to the first election of
directors shall signify the first election of directors concurrent with the
approval by stockholders of this Article IX.  At each annual election held
thereafter, the directors chosen to succeed those whose terms then expire shall
be identified as being of the same class as the directors they succeed.  If for
any reason the number of directors in the various classes shall not conform with
the formula set forth in the preceding paragraph, the Board of Directors may
redesignate any director into a different class in order that the balance of
directors in such classes shall conform thereto.
 
     The greater of (a) four directors, or (b) a majority of the directors at
anytime in office, shall constitute a quorum for the transaction of business,
and if at any meeting of the Board of Directors there shall be less than such a
quorum, a majority of those present may adjourn the meeting from time to time.
Every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present shall be regarded as the act of
the Board of Directors unless a greater number be required by law or by this
Certificate of Incorporation.
 
     No director of the Corporation shall be removed from his office as a
director by vote or other action of stockholders or otherwise except for cause.
 
                                      -6-
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     A director need not be a stockholder.  The election of Directors need not
be by ballot unless the Bylaws should so require.
 
 
                                   ARTICLE X
 
     No action required to be taken or which may be taken at any annual or
special meeting of stockholders of this Corporation may be taken without a
meeting, and the powers of stockholders to consent in writing, without a
meeting, to the taking of any action is specifically denied.
 
 
                                   ARTICLE XI
 
     No director of the Corporation shall be personally liable to the
Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a director involving any act or omission of any such director
occurring on or after September 30, 1986; provided, however, that the foregoing
provision shall not eliminate or limit the liability of a director (i) for any
breach of such director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Title 8,
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which such director derived an improper personal benefit.
Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director of the Corporation existing
at the time of such repeal or modification.
 
 
     IN WITNESS WHEREOF, said Pogo Producing Company has caused this certificate
to be executed in its corporate name by Paul G. Van Wagenen, its Chairman of the
Board, President and Chief Executive Officer, and its corporate seal to be
hereunto affixed and attested by Gerald A. Morton, its Corporate Secretary and
Associate General Counsel, this 24th day of October, 1996.
 
 
                              POGO PRODUCING COMPANY
 
 
 
                              By /s/ Paul G. Van Wagenen
                                 -----------------------------        
                                 Paul G. Van Wagenen,
                                    Chairman of the Board, President
                                    and Chief Executive Officer
 
                                      -7-
<PAGE>
 
ATTEST: /s/ Gerald A. Morton
        --------------------------          
        Gerald A. Morton
          Corporate Secretary and
          Associate General Counsel