EOG RESOURCES INC
AMENDED 1992 STOCK PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>exhibit10_7b.txt
<DESCRIPTION>AMENDED 1992 STOCK PLAN
<TEXT>
                                                  Exhibit 10.7(b)


                       FIRST AMENDMENT TO
               EOG RESOURCES, INC. 1992 STOCK PLAN
        (As Amended and Restated Effective June 28, 1999)



     WHEREAS, EOG Resources, Inc. (the "Company") has heretofore
adopted and maintains the EOG Resources, Inc. 1992 Stock Plan, as
amended and restated effective June 28, 1999 (the "Plan"); and

     WHEREAS, the Company desires to amend the Plan;

     NOW, THEREFORE, the Plan is amended as follows:

     1.   Section 6.2 is hereby deleted in its entirety and the
following is substituted therefore:

     "6.2  Adjustments of Awards Upon the Occurrence  of  Certain
     Unusual or Nonrecurring Events.

          A.    If  a  Change  of  Control occurs  which  is  not
     approved,  recommended or supported by  a  majority  of  the
     Board of Directors of the Company in actions taken prior to,
     and with respect to, such transaction, then with respect  to
     outstanding  grants of Restricted Stock made  under  Section
     5.3,  each recipient thereof shall have a fully vested right
     in  all  Restricted Stock granted to the recipient and  then
     outstanding,  and  with  respect to  outstanding  grants  of
     Options and Stock Appreciation Rights made under Section 5.1
     or  Section 5.2, respectively, all such outstanding  Options
     and  Stock Appreciation Rights, irrespective of whether they
     are then exercisable, may, at the option of the grantee,  be
     surrendered (at such time as may be necessary to comply with
     Rule  16b-3) to the Company by each grantee thereof and such
     Options  and  Stock Appreciation Rights shall  thereupon  be
     canceled  by  the Company, and the grantee shall  receive  a
     cash payment by the Company in an amount equal to the number
     of  Shares  subject to the Options and/or Stock Appreciation
     Rights  held  by  such grantee multiplied by the  difference
     between  (x)  and  (y)  where (y) equals,  in  the  case  of
     Options, the purchase price per Share covered by the  Option
     or,  in  the  case of Stock Appreciation Rights,  the  grant
     price  of the Stock Appreciation Rights, and (x) equals  (1)
     the  per  share price offered to stockholders of the Company
     in  any  such  merger,  consolidation,  sale  of  assets  or
     dissolution transaction, (2) the per share price offered  to
     stockholders of the Company in any tender offer or  exchange
     offer  whereby  any such change of Beneficial  Ownership  or
     Directors  takes place, or (3) the Fair Market  Value  of  a
     Share   on   the  date  determined  by  the  Committee   (as
     constituted prior to any change described in clause (iv)  or
     (v))  to  be the date of cancellation and surrender of  such
     Options and/or Stock Appreciation Rights if any such  change
     of  Beneficial  Ownership  or Directors  occurs  other  than
     pursuant  to  a  tender  or  exchange  offer,  whichever  is
     appropriate.  In the event that the consideration offered to
     stockholders of the Company in any transaction described  in
     this  Section 6.2.A. consists of anything other  than  cash,
     the  Committee  (as  constituted prior to such



<PAGE>  2

     transaction) shall  determine the fair cash equivalent of the
     portion of the consideration offered which is other than cash.

          B.   Except as otherwise expressly provided herein, the
     issuance  by the Company of shares of stock of any class  or
     securities  convertible into shares of stock of  any  class,
     for  cash,  property, labor, or services, upon direct  sale,
     upon  the  exercise  of  rights  or  warrants  to  subscribe
     therefor, or upon conversion of shares or obligations of the
     Company  convertible into such shares or  other  securities,
     and  in  any case whether or not for fair value,  shall  not
     affect,  and no adjustment by reason thereof shall  be  made
     with  respect to, the number of Shares subject to Restricted
     Stock,   Stock  Appreciation  Rights  or  Options  therefore
     granted  or the purchase price or grant price per share,  if
     applicable.

          C.    All  outstanding Awards shall vest upon the  date
     (a)   a   press  release  is  issued  announcing  a  pending
     shareholder vote or other transaction which, if approved  or
     consummated, would constitute a Change of Control, or (b)  a
     tender  offer or exchange is publicly announced or commenced
     which, if consummated, would constitute a Change of Control.

          D.    Any  adjustment provided for in  Section  3.2  or
     Section  6.2  shall  be subject to any required  stockholder
     action."

     2.   The following new definition (v) is added to the end of
Section 10 of the Plan:

     "(v)  "Change of Control" means:

          (1)  The acquisition by any individual, entity or group
     (within the meaning of Section 13(d)(3) or 14(d)(2)  of  the
     Securities  Exchange Act of 1934, as amended (the  "Exchange
     Act"))  (a  "Person")  of beneficial ownership  (within  the
     meaning of Rule 13d-3 promulgated under the Exchange Act) of
     20%  or  more of either (A) the then-outstanding  shares  of
     common stock of the Company (the "Outstanding Company Common
     Stock")  or  (B)  the  combined voting power  of  the  then-
     outstanding  voting  securities of the Company  entitled  to
     vote   generally   in   the  election  of   directors   (the
     "Outstanding Company Voting Securities"); provided, however,
     that,  for  purposes  of  this  clause  (1),  the  following
     acquisitions shall not constitute a Change of Control:   (i)
     any   acquisition  directly  from  the  Company,  (ii)   any
     acquisition  by  the Company, (iii) any acquisition  by  any
     employee  benefit  plan  (or  related  trust)  sponsored  or
     maintained by the Company or any Affiliated Company or  (iv)
     any acquisition by any corporation pursuant to a transaction
     that complies with subclauses (A), (B) and (C) of clause (3)
     of this definition;

          (2)  Individuals who, as of May 8, 2001, constitute the
     Board  (the  "Incumbent  Board") cease  for  any  reason  to
     constitute  at  least  a majority of  the  Board;  provided,
     however,  that any individual becoming a director subsequent
     to  the  date  hereof  whose  election,  or  nomination  for
     election  by the Company's stockholders, was approved  by  a
     vote of at least a majority of the directors then comprising
     the  Incumbent  Board  shall be considered  as  though  such
     individual  were  a  member  of  the  Incumbent  Board,  but
     excluding,  for  this  purpose, any  such  individual  whose
     initial assumption of office occurs



<PAGE>  3

     as a result of an actual or threatened election contest with
     respect to the election or  removal  of  directors  or other
     actual  or  threatened  solicitation  of proxies or consents
     by or on  behalf  of  a Person other than the Board;

          (3)    Consummation   of   a  reorganization,   merger,
     consolidation  or  sale  or  other  disposition  of  all  or
     substantially  all  of  the assets of  the  Company  or  the
     acquisition  of  the assets or stock of  another  entity  (a
     "Business  Combination"), in each  case,  unless,  following
     such  Business Combination, (A) all or substantially all  of
     the individuals and entitles that were the beneficial owners
     of  the Outstanding Company Common Stock and the Outstanding
     Company Voting Securities immediately prior to such Business
     Combination  beneficially own, directly or indirectly,  more
     than 60% of the then-outstanding shares of common stock  and
     the  combined  voting  power of the then-outstanding  voting
     securities  entitled to vote generally in  the  election  of
     directors, as the case may be, of the corporation  resulting
     from   such   Business   Combination   (including,   without
     limitation,  a  corporation  that,  as  a  result  of   such
     transaction, owns the Company or all or substantially all of
     the  Company's assets either directly or through one or more
     subsidiaries) in substantially the same proportions as their
     ownership immediately prior to such Business Combination  of
     the  Outstanding  Company Common Stock and  the  Outstanding
     Company Voting Securities, as the case may be, (B) no Person
     (excluding  any  corporation resulting  from  such  Business
     Combination or any employee benefit plan (or related  trust)
     of  the  Company  or  such corporation resulting  from  such
     Business   Combination)  beneficially  owns,   directly   or
     indirectly,  20%  or  more  of,  respectively,   the   then-
     outstanding  shares  of  common  stock  of  the  corporation
     resulting  from  such Business Combination or  the  combined
     voting  power  of the then-outstanding voting securities  of
     such  corporation, except to the extent that such  ownership
     existed prior to the Business Combination, and (C) at  least
     a  majority of the members of the board of directors of  the
     corporation  resulting from such Business  Combination  were
     members  of the Incumbent Board at the time of the execution
     of  the  initial  agreement or of the action  of  the  Board
     providing for such Business Combination; or

          (4)   Approval by the stockholders of the Company of  a
     complete liquidation or dissolution of the Company."

     AS AMENDED HEREBY, the Plan is specifically ratified and
reaffirmed.

Dated effective as of May 8, 2001.

ATTEST:                                 EOG RESOURCES, INC.




By: /s/VICKIE L. GRAHAM                 By: /s/PATRICIA EDWARDS
   ---------------------                   ---------------------






</TEXT>
</DOCUMENT>
