EOG RESOURCES INC
CHANGE OF CONTROL AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>12
<FILENAME>exhibit10_12e.txt
<DESCRIPTION>CHANGE OF CONTROL AGREEMENT
<TEXT>
                                                 Exhibit 10.12(e)



                   CHANGE OF CONTROL AGREEMENT

     This  Agreement  between  EOG Resources,  Inc.,  a  Delaware
corporation  (the  "Company"),  and  Barry  Hunsaker,  Jr.   (the
"Employee")  is effective as of this 29th day of June,  2001
(the  "Effective Date").  Certain capitalized  terms used herein
are defined in Section 20.

                           WITNESSETH:

     Whereas,  the  Company  considers  it  to  be  in  the  best
interests   of  its  stockholders  to  encourage  the   continued
employment   of   certain   key   employees   of   the    Company
notwithstanding the possibility, threat or occurrence of a Change
of Control of the Company; and

     Whereas, the Employee is a key employee of the Company; and

     Whereas,  the Company believes that the possibility  of  the
occurrence  of a Change of Control of the Company may  result  in
the  termination by the Employee of the Employee's employment  by
the  Company  or  in  the distraction of the  Employee  from  the
performance  of Employee's duties to the Company, in either  case
to the detriment of the Company and its stockholders; and

     Whereas,  the  Company recognizes that  the  Employee  could
suffer  adverse  financial  and professional  consequences  if  a
Change of Control of the Company were to occur; and

     Whereas, the Company wishes to enter into this Agreement  to
protect  the  Employee  if a Change of  Control  of  the  Company
occurs, thereby encouraging the Employee to remain in the  employ
of  the Company and not to be distracted from the performance  of
Employee's duties to the Company by the possibility of  a  Change
of Control of the Company;

     Now, Therefore, the parties agree as follows:

SECTION 1.     OTHER EMPLOYMENT ARRANGEMENTS.

      (a)  This Agreement does not affect the Employee's existing
or  future  employment  arrangements with the  Company  unless  a
Change  of Control of the Company shall have occurred before  the
expiration  of  the  term  of  this  Agreement.   The  Employee's
employment with the Company shall continue to be governed by  the
Employee's  existing  or future employment  agreements  with  the
Company,  if any, or, in the absence of any employment agreement,
shall continue to be at the will of the Company, except that if a
Change  of Control of the Company shall have occurred before  the
expiration  of  the  term of this Agreement  and  the  Employee's
employment  with  the  Company  is  terminated  (whether  by  the
Employee   or  the  Company  or  automatically  as  provided   in
Section 3) after the occurrence of that Change of Control of  the
Company,  then the Employee shall be entitled to receive  certain
benefits as provided in this Agreement.

      (b)   Nothing in this Agreement shall prevent or limit  the
Employee's  continuing  or  future  participation  in  any  plan,
program, policy or practice of or provided by the Company or  any
of  its  Affiliates and for which the Employee may  qualify,  nor
shall  anything herein limit or otherwise affect such  rights  as
the  Employee may have under any contract or agreement  with  the




<PAGE>  2

Company  or  any  of its Affiliates.  Amounts  which  are  vested
benefits  or which the Employee is otherwise entitled to  receive
under any plan, program, policy or practice of or provided by, or
any  contract  or  agreement with, the  Company  or  any  of  its
Affiliates  at  or subsequent to the date of termination  of  the
Employee's  employment  with  the Company  shall  be  payable  or
otherwise provided in accordance with such plan, program,  policy
or  practice  or  contract  or  agreement  except  as  explicitly
modified by this Agreement.

SECTION 2.     CHANGE OF CONTROL OF THE COMPANY.

      A  "Change  of  Control  of the  Company"  shall  mean  the
occurrence of any of the following events:

     (a)   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")
(an  "Exchange Act Person") of beneficial ownership  (within  the
meaning of Rule 13d-3 promulgated under the Exchange Act) of  20%
or  more of either the then-outstanding shares of common stock of
the  Company  (the  "Outstanding Company Common  Stock")  or  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  (a),  the
following  acquisitions shall not constitute a Change of  Control
of  the  Company:  (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 (i), (ii) and (iii) of clause (c) of this Section 2;

     (b)   Individuals  who,  as of May 8, 2001,  constitute  the
Board  of Directors (the "Incumbent Board") cease for any  reason
to  constitute  at  least a majority of the Board  of  Directors;
provided,  however,  that  any  individual  becoming  a  director
subsequent  to  May  8, 2001, 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  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  an  Exchange  Act Person  other  than  the  Board  of
Directors;

     (c)  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,  (i)   all   or
substantially all of the individuals and entities 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



<PAGE>  3

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,  (ii) no Exchange Act 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 (iii) 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  of  Directors
providing for such Business Combination; or

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

Notwithstanding  anything  contained in  this  Agreement  to  the
contrary,  if (i) the Employee's employment with the  Company  is
terminated, or (ii) an event occurs which, had it occurred  after
a Change of Control of the Company, would with proper notice from
Employee constitute an Event of Termination for Good Reason,  and
if it is reasonably demonstrated by the Employee that such action
(A)  was  taken  at the request of a third party that  has  taken
steps reasonably calculated to effect a Change of Control of  the
Company or (B) otherwise arose in connection with or anticipation
of  a Change of Control of the Company, then for all purposes  of
this  Agreement, such Change of Control of the Company  shall  be
deemed to have occurred on the date immediately prior to the date
of such termination or event.

SECTION 3.     TERM OF THIS AGREEMENT.

     The term of this Agreement shall begin on the Effective Date
and shall expire on the first to occur of:

          (a)  the Employee's death, the Employee's Disability or
the  Employee's  Retirement, which events shall  also  be  deemed
automatically  to  terminate  the Employee's  employment  by  the
Company; or

           (b)  the termination by the Employee or the Company of
the Employee's employment by the Company.

The  expiration of the term of this Agreement shall not terminate
this Agreement itself or affect the right of the Employee or  the
Employee's  legal representatives to enforce the payment  of  any
amount or other benefit to which the Employee was entitled before
the  expiration  of the term of this Agreement or  to  which  the
Employee became entitled as a result of the event that caused the
term of this Agreement to expire.

SECTION 4 EVENT OF TERMINATION FOR CAUSE.





<PAGE>  4

     (a)   An  "Event  of Termination for Cause" shall  mean  the
Employee's  (i) conviction of a felony involving moral  turpitude
(which,  through lapse of time or otherwise, is  not  subject  to
appeal),  (ii)  willful  refusal without proper  legal  cause  to
perform  employee's  duties  and responsibilities  which  remains
uncorrected for thirty (30) days following written notice to  the
Employee  by the Company of such event, (iii) willfully  engaging
in  conduct  which the Employee has, or reasonably  should  have,
reason  to know is materially injurious to the Company,  or  (iv)
other  extreme  personal conduct such as,  but  not  limited  to,
deliberate infliction of bodily injury to another employee  while
on  duty,  gross  negligent lack of regard for safety  rules  and
customs,  or engaging in business activities directly in conflict
with the Company's business.

     (b)  For purposes of this Section 4, no act, or failure to act,
on  the part of the Employee shall be considered "willful" unless
it  is  done, or omitted to be done, by the Employee in bad faith
or  without  reasonable  belief that  the  Employee's  action  or
omission was in the best interests of the Company.  Any  act,  or
failure  to  act,  based  upon  authority  given  pursuant  to  a
resolution  duly adopted by the Board of Directors  or  upon  the
instructions of the Chief Executive Officer of the Company  or  a
senior officer of the Company or based upon the advice of counsel
for  the  Company shall be conclusively presumed to be  done,  or
omitted to be done, by the Employee in good faith and in the best
interests of the Company.   Any business activity that  has  been
approved by the Chairman of the Board of the Company (or  if  the
Employee  is the Chairman of the Board of the Company,  that  has
been  approved  by  a resolution duly adopted  by  the  Board  of
Directors)  shall be conclusively presumed not to be  a  business
activity that is in direct conflict with the Company's business.

     (c)  The cessation of employment of the Employee as a result of
the alleged occurrence of an event referred to in clause (ii)  or
(iii) of the definition of "Event of Termination for Cause" shall
not  be  deemed to be as a result of an Event of Termination  for
Cause  unless  and until there shall have been delivered  to  the
Employee  a  copy of a resolution duly adopted by the affirmative
vote of not less than three-quarters of the entire membership  of
the  Board of Directors (excluding the Employee, if the  Employee
is  a member of the Board of Directors) at a meeting of the Board
of  Directors called and held for such purpose (after  reasonable
notice  is provided to the Employee and the Employee is given  an
opportunity, together with counsel for the Employee, to be  heard
before  the Board of Directors), finding that, in the good  faith
opinion of the Board of Directors, the Employee is guilty of  the
conduct described in clause (ii) or (iii) of such definition  and
specifying  the particulars thereof in detail.  Any determination
of  the  Board  of Directors under this clause (c) shall  not  be
binding on the Employee, shall not be conclusive as to whether an
Event of Termination for Cause has occurred, and shall not affect
Employee's  right to contest whether an Event of Termination  for
Cause has occurred.

SECTION 5.     EVENT OF TERMINATION FOR GOOD REASON.

     An  "Event of Termination for Good Reason" shall mean, after
a  Change of Control of the Company, the occurrence of any of the
following events, provided Employee serves termination by written
notice in connection with or based upon and within 90 days of the
occurrence of such event:




<PAGE>  5

     (a)   a  significant  reduction in the Employee's  authority
and/or  responsibilities (whether or not occurring  solely  as  a
result  of the Company's ceasing to be a publicly traded entity);
or

     (b)   a  reduction  in  Employee's  Annual  Base  Salary,  a
reduction  in Employee's annual bonus when compared to the  bonus
received  for  the  prior year, or the failure  to  continue  the
Employee's  full  participation in any employee benefit  plan  or
program  (unless replaced by a substantially comparable  plan  or
program)  in which Employee is eligible to participate  prior  to
the notification (other than as a result of the normal expiration
of such plan or program), in each case other than as a part of  a
general  program  to  reduce  compensation  or  benefits   on   a
proportional  basis  relative  to  all  other  employees  of  the
Company; or

     (c)  a relocation of the Employee's primary place of work to
a  location  more than 50 miles away from the Employee's  primary
place of work at the time of the notice (provided, however,  this
clause  (c)  shall no longer apply to an employee  after  he  has
accepted  any  such relocation after a Change of Control  of  the
Company  has occurred and the above referenced 90 day period  has
passed).

For the avoidance of doubt, any action referred to in clause (a),
(b)  or  (c)  above shall constitute an Event of Termination  for
Good  Reason under the foregoing definition regardless of whether
the Company is permitted to take such action under any employment
contract with the Employee.

     SECTION 6.     NOTICE OF TERMINATION.

     If  a  Change of Control of the Company shall have  occurred
before  the  expiration  of  the  term  of  this  Agreement,  any
termination  by  the Employee or the Company  of  the  Employee's
employment by the Company, or any determination of the Employee's
Disability,  that  occurs  within two years  of  such  Change  of
Control  shall be communicated by notice to the other party  that
shall  indicate the specific paragraph of Section 7  pursuant  to
which  the  Employee is to receive benefits as a  result  of  the
termination.  If the notice states that the Employee's employment
by  the Company has been automatically terminated as a result  of
the Employee's Disability, the notice shall specifically describe
the  basis for the determination of the Employee's Disability and
shall  state  the  date of the determination  of  the  Employee's
Disability, which date shall be not more than ten days before the
date such notice is given.  If the notice is from the Company and
states   that  the  Employee's  employment  by  the  Company   is
terminated  by  the Company as a result of the occurrence  of  an
Event  of  Termination for Cause, the notice  shall  specifically
describe the action or inaction of the Employee that the  Company
believes  constitutes an Event of Termination for Cause,  and  in
the  case  of  a termination under clause (ii) or  (iii)  of  the
definition  of Event of Termination for Cause, shall include  the
resolution of the Board of Directors referred to in Section 4(c).
If the notice is from the Employee and states that the Employee's
employment  by  the Company is terminated by the  Employee  as  a
result  of  the  occurrence of an Event of Termination  for  Good
Reason,  the  notice shall specifically describe  the  action  or
inaction of the Company that the Employee believes constitutes an
Event of Termination for Good Reason.  Each notice given pursuant
to  this  Section  6  (other  than  a  notice  stating  that  the
Employee's  employment  by  the Company  has  been  automatically
terminated as a result of the Employee's Disability) shall  state
a  date,  which shall be not fewer than 30 days nor



<PAGE>  6

more than  60 days  after  the  date  such  notice  is  given, on
which   the termination  of  the  Employee's employment  by  the
Company  is effective.  The date so stated in accordance with this
Section  6 shall  be the "Termination Date".  If a Change of
Control of  the Company shall have occurred before the expiration
of the term  of this  Agreement,  any  subsequent purported
termination  by  the Company  of  the  Employee's employment by
the  Company,  or  any subsequent  purported  determination  by
the  Company   of   the Employee's Disability, within two years of
such Change of Control shall  be  ineffective unless that termination
or  determination shall  have  been communicated by the Company to
the Employee  by notice that meets the requirements of the foregoing
provisions of this Section 6 and the provisions of Section 9.

SECTION  7.      BENEFITS  PAYABLE  ON  CHANGE  OF  CONTROL   AND
TERMINATION.

      If  a  Change of Control of the Company shall have occurred
before  the  expiration of the term of this  Agreement,  and  the
Employee's  employment by the Company is terminated  (whether  by
the  Employee  or  the Company or automatically  as  provided  in
Section  3) within two years after the occurrence of that  Change
of  Control of the Company, the Employee shall be entitled to the
following benefits:

      (a)   If  the  Employee's  employment  by  the  Company  is
terminated  by  the Company as a result of the occurrence  of  an
Event  of  Termination for Cause, or by the Employee  before  the
occurrence of an Event of Termination for Good Reason,  then  the
Company shall pay to the Employee the Base Salary accrued through
the Termination Date but not previously paid to the Employee, and
the  Employee shall be entitled to any other amounts or  benefits
provided  under any plan, policy, practice, program, contract  or
arrangement  of or with the Company, which shall be  governed  by
the   terms  thereof  (except  as  explicitly  modified  by  this
Agreement).

      (b)   If  the  Employee's  employment  by  the  Company  is
automatically terminated as a result of the Employee's death, the
Employee's  Disability  or the Employee's  Retirement,  then  the
Company shall pay to the Employee the Base Salary accrued through
the  date of the occurrence of that event but not previously paid
to  the Employee, and the Employee shall be entitled to any other
amounts  or  benefits provided under any plan, policy,  practice,
program,  contract or arrangement of or with the  Company,  which
shall  be  governed  by the terms thereof (except  as  explicitly
modified by this Agreement).

      (c)   If  the  Employee's  employment  by  the  Company  is
terminated  (x)  by the Company, other than as a  result  of  the
occurrence  of an Event of Termination for Cause, or (y)  by  the
Employee after the occurrence of an Event of Termination for Good
Reason,  or (z) by the Employee for any reason during the  thirty
(30)  day  period  beginning six (6) months  after  a  Change  of
Control  of  the Company, then the Employee shall be entitled  to
the following:

           (i)   the  Company shall pay to the Employee the  Base
Salary  and  compensation  for earned but  unused  vacation  time
accrued  through the Termination Date but not previously paid  to
the Employee;


           (ii) the Company shall pay to the Employee, as a  lump
sum, an amount  equal to the total of the following amounts:




<PAGE>  7

               (A)  2.99  times the amount of the  then  current
Annual Base Salary; plus


               (B)  two  (2) times the amount of the  Employee's
most recent target annual bonus; plus

               (C)  the amount of the Money Purchase Pension Plan
contributions that would have been made by the Company on  behalf
of  the Employee if the Employee had continued to be employed  by
the Company at the Employee's then current Annual Base Salary for
three years following the Termination Date; and plus

               (D)   the  amount  that would have  been  paid  on
behalf  of  the  Employee as matching amounts  to  the  Company's
Savings Plan if the Employee had continued to be employed by  the
Company  at  the Employee's then current Annual Base  Salary  for
three  years  following the Termination Dateand had continued  to
contribute  to the Company's Savings Plan during such three  year
period at the Employee's then current contribution level.

            (iii)   the Company shall arrange for the Employee's
uninterrupted  participation  for  three  (3)  years  after   the
Termination Date in the Company's major medical/dental  insurance
plan, which participation shall cease upon Employee's eligibility
for  participation  in a major medical/dental insurance  plan  of
another employer;

            (iv)  the Company shall cause the Employee to  receive
three  (3) years age and service credit for eligibility  for  the
Company's retiree medical insurance coverage; and

           (v)   the Company shall provide out placement services
at a cost not to exceed $50,000.00.

Each payment required to be made to the Employee pursuant to  the
foregoing  provisions of this Section 7 shall be  made  by  check
drawn  on  an  account of the Company at a bank  located  in  the
United States of America (unless the Employee has elected to have
salary  payments  deposited directly by the  Company  to  a  bank
account  maintained by the Employee, in which event  the  Company
shall make a direct deposit of the payment to that account),  and
shall be paid (x) if the Employee's employment by the Company was
terminated  as  a result of the Employee's death, the  Employee's
Disability  or the Employee's Retirement, not more than  30  days
immediately  following the date of the occurrence of that  event,
and   (y)  if  the  Employee's  employment  by  the  Company  was
terminated  for  any  other  reason,  not  more  than  ten   days
immediately following the Termination Date.

SECTION 8.     SUCCESSORS.

     If  a  Change of Control of the Company shall have  occurred
before the expiration of the term of this Agreement,

       (a)   the  Company  shall  not,  directly  or  indirectly,
consolidate  with, merge into or sell or otherwise  transfer  its
assets  as  an entirety or substantially as an entirety  to,  any
person,  or  permit any person to consolidate with or merge  into
the Company, unless immediately after such



<PAGE>  8

consolidation, merger, sale or transfer, the Successor shall have
assumed in writing the Company's obligations under this Agreement;
and

      (b)  not fewer than ten days before the consummation of any
consolidation of the Company with, merger by the Company into, or
sale  or  other  transfer by the Company  of  its  assets  as  an
entirety  or  substantially as an entirety to,  any  person,  the
Company   shall  give  the  Employee  notice  of  that   proposed
transaction.

SECTION 9.     NOTICE.

     Notices  required or permitted to be given by  either  party
pursuant  to  this  Agreement shall be in writing  and  shall  be
deemed to have been given when delivered personally to the  other
party or when deposited with the United States Postal Service  as
certified or registered mail with postage prepaid and addressed:

      (a)   if  to  the Employee, at the Employee's address  last
shown on the Company's records, and

      (b)   if  to  the Company, at 333 Clay Street, Suite  4200,
Houston,  Texas 77002, directed to the attention of the Company's
Chairman of the Board,

or,  in  either case, to such other address as the party to  whom
such  notice is to be given shall have specified by notice  given
to the other party.

SECTION 10.    WITHHOLDING TAXES.

     The Company may withhold from all payments to be paid to the
Employee pursuant to this Agreement all taxes that, by applicable
federal or state law, the Company is required to so withhold.

SECTION 11.    U.S. EXCISE TAX INDEMNIFICATION.

     (a)  In the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Employee
(whether paid or payable or distributed or distributable pursuant
to  the  terms of this Agreement, the Company's Change of Control
Severance Plan or otherwise, but determined without regard to any
additional payments required under this Section 11) (a "Payment")
would be subject to the excise tax imposed by Section 4999 of the
United  States  Internal Revenue Code of 1986,  as  amended  (the
"Code"),  or  any  interest  or penalties  are  incurred  by  the
Employee  with  respect  to such excise  tax  (such  excise  tax,
together  with  any such interest and penalties, are  hereinafter
collectively referred to as the "Excise Tax"), then the  Employee
shall  be  entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by Employee of all
taxes  (including any interest or penalties imposed with  respect
to  such  taxes), including, without limitation, any  income  and
employment  taxes  (and any interest and penalties  imposed  with
respect  thereto)  and  Excise  Tax  imposed  upon  the  Gross-Up
Payment,  the Employee retains an amount of the Gross-Up  Payment
equal to the Excise Tax imposed upon the Payments.




<PAGE>  9

     (b)  Subject to the provisions of Section 8.3, all determinations
required to be made under this Section 11, including whether  and
when a Gross-Up Payment is required and the amount of such Gross-
Up Payment and the assumptions to be utilized in arriving at such
determination, shall be made by a public accounting  firm  chosen
by  the  Company  (the  "Accounting Firm")  which  shall  provide
detailed  supporting  calculations both to the  Company  and  the
Employee if requested by either the Company or the Employee.  All
fees and expenses of the Accounting Firm shall be borne solely by
the  Company.  Any determination by the Accounting Firm shall  be
binding  upon the Company and the Employee.  As a result  of  the
uncertainty in the application of Section 4999 of the Code at the
time   of  the  initial  determination  by  the  Accounting  Firm
hereunder, it is possible that Gross-Up Payments which  will  not
have   been   made   by  the  Company  should  have   been   made
("Underpayment"), consistent with the calculations required to be
made  hereunder.   In  the event that the  Company  exhausts  its
remedies  pursuant  to  clause (c) of this  Section  11  and  the
Employee  thereafter  is  required  to  make  a  payment  of  any
additional  Excise Tax, the Accounting Firm shall  determine  the
amount  of  the  Underpayment that  has  occurred  and  any  such
Underpayment shall be promptly paid by the Company to or for  the
benefit of the Employee.

     (c)  If the Company elects to contest a claim by the Internal
Revenue  Service  that Excise Tax is due from the  Employee,  the
Employee  shall  cooperate fully with the  Company  in  order  to
effectively  contest such claim, including, but  not  limited  to
providing   information  reasonably  requested  by  the   Company
relating  to  such  claim,  accepting legal  representation  with
respect to such claim by an attorney reasonably selected  by  the
Company  and  permitting  the  Company  to  participate  in   any
proceedings relating to such claim.  The Company shall  bear  and
pay   directly  all  costs  and  expenses  (including  additional
interest and penalties) incurred in connection with such  contest
and  shall indemnify and hold the Employee harmless, on an after-
tax  basis,  for any Excise Tax or other tax (including  interest
and  penalties with respect thereto) imposed as a result of  such
representation and payment of costs and expenses.

     (d)   If the Company directs the Employee to pay a claim  by
the  Internal Revenue Service and sue for a refund,  the  Company
shall  advance the amount of such payment to the Employee  on  an
interest-free  basis and shall indemnify and  hold  the  Employee
harmless,  on an after-tax basis, from any Excise Tax  or  income
tax  (including  interest  or  penalties  with  respect  thereto)
imposed  with  respect to such advance or  with  respect  to  any
imputed  income  with  respect to such advance.   If,  after  the
receipt  by  the  Employee of an amount advanced by  the  Company
pursuant  to  this clause (d), the Employee becomes  entitled  to
receive, and receives, any refund with respect to such claim, the
Employee  shall  promptly pay to the Company the amount  of  such
refund (together with any interest paid or credited thereon after
taxes applicable thereto).  If, after the receipt by the Employee
of an amount advanced by the Company pursuant to this clause (d),
a  determination is made that the Employee is not entitled to any
refund with respect to such claim, then such advance shall not be
required  to  be  repaid  and the amount of  such  advance  shall
offset,  to  the  extent thereof, the amount of Gross-Up  Payment
required to be paid.

SECTION 12.    EXPENSES OF ENFORCEMENT.

     The  Company  agrees  to pay as incurred  (within  ten  days
following the Company's receipt of an invoice from the Employee),
to  the full extent permitted by law, all legal fees and



<PAGE>  10

expenses that the Employee may reasonably incur as a result of any
contest (regardless of the outcome thereof) by the Company, the
Employee or  others of the validity, interpretation or enforceability
of, or liability under, any provision of this Agreement (including as
a  result of any contest by the Employee about the amount of  any
payment pursuant to this Agreement), plus, in each case, interest
on  any  delayed payment at the applicable federal rate  provided
for  in  Section  7872(f)(2)(A) of the Internal Revenue  Code  of
1986, as amended.

SECTION 13.    EMPLOYMENT BY WHOLLY OWNED ENTITIES.

     If,  at  or  after the Effective Date, the  Employee  is  or
becomes  an  employee of one or more corporations,  partnerships,
limited  liability companies or other entities that are, directly
or  indirectly, wholly owned by the Company, references  in  this
Agreement  to  the  Employee's employment by  the  Company  shall
include  the  Employee's  employment by  any  such  wholly  owned
entity.

SECTION 14.    NO OBLIGATION TO MITIGATE; NO RIGHTS OF OFFSET.

      (a)   The  Employee shall not be required to  mitigate  the
amount of any payment or other benefit required to be paid to the
Employee  pursuant to this Agreement, whether  by  seeking  other
employment or otherwise, nor shall the amount of any such payment
or other benefit be reduced on account of any compensation earned
or benefits received by the Employee as a result of employment by
another person.

      (b)  The Company's obligation to make the payments provided
for  in  this  Agreement and otherwise to perform its obligations
hereunder  shall  not  be affected by any set-off,  counterclaim,
recoupment,  defense or other claim, right or  action  which  the
Company may have against the Employee or others.

SECTION 15.    AMENDMENT AND WAIVER.

     No  provision  of  this Agreement may be amended  or  waived
(whether  by  act or course of conduct or omission or  otherwise)
unless  that amendment or waiver is by written instrument  signed
by  the  parties hereto.  No waiver by either party of any breach
of  this  Agreement  shall be deemed a waiver  of  any  other  or
subsequent breach.

SECTION 16.    GOVERNING LAW.

     The     validity,    interpretation,    construction     and
enforceability of this Agreement shall be governed by the laws of
the State of Texas.

SECTION 17.    VALIDITY.

     The  invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of  any
other  provision of this Agreement, which shall  remain  in  full
force and effect.

SECTION 18.    COUNTERPARTS.




<PAGE>  11

     This  Agreement  may  be executed in counterparts,  each  of
which shall be deemed an original but all of which together  will
constitute the same instrument.

SECTION 19.    ASSIGNMENT.

This  Agreement shall inure to the benefit of and be  enforceable
by  the  Employee's legal representative.  The  Company  may  not
assign  any  of its obligations under this Agreement  unless  (i)
such  assignment  is to a Successor and (ii) the requirements  of
Section 8 are fulfilled.

SECTION 20.    MISCELLANEOUS.

      (a)   As  used in this Agreement, the following  terms  and
phrases have the indicated meanings:

           (i)  "Affiliate" and "Affiliates" mean, when used with
respect  to  any entity, individual, or other person,  any  other
entity,   individual,  or  other  person   which,   directly   or
indirectly,  through one or more intermediaries controls,  or  is
controlled  by,  or  is under common control  with  such  entity,
individual or person.  "Affiliated Company" means any entity that
is an Affiliate of the Company.

          (ii) "Annual Base Salary"  means, at any point in time,
the  regular rate of wages payable to the Employee, expressed  on
an  annualized  basis, including any base salary  that  has  been
earned but deferred.

         (iii) "Board  of  Directors" means  the  Board  of
Directors of the Company.

          (iv) "Change of Control of the Company" has the meaning
assigned to that phrase in Section 2.

           (v) "Company" has the meaning assigned to that term
in the preamble to this Agreement.  The term "Company" shall also
include  any  Successor, whether the liability of such  Successor
under  this  Agreement is established by contract  or  occurs  by
operation of law.

           (vi) "Effective Date" has the meaning assigned to that
term in the preamble to this Agreement.

          (vii) "Employee" has the meaning assigned to  such
term in the preamble to this Agreement.

         (viii) "Employee's Disability" means:

                (A)  if no Change of Control of the Company shall
have  occurred before the date of determination, the physical  or
mental  disability of the Employee determined in accordance  with
the  disability policy of the Company at the time in  effect  and
generally applicable to its salaried employees; and

                (B)   if a Change of Control of the Company shall
have  occurred before the date of determination, the physical  or
mental  disability of the Employee determined in



<PAGE>  12

accordance with the disability policy of the Company in effect
immediately before the  occurrence of the first Change of Control
of the Company and generally applicable to its salaried employees.

 .          (ix) "Employee's Retirement" means (x) if no Change of
Control of the Company shall have occurred before the date of the
Employee's proposed retirement, the retirement of the Employee in
accordance with the retirement policy of the Company at the  time
in effect and generally applicable to its salaried employees, and
(y)  if  a  Change of Control of the Company shall have  occurred
before  the  date  of  the  Employee's proposed  retirement,  the
retirement  of  the Employee from the employ of  the  Company  in
accordance  with the retirement policy of the Company  in  effect
immediately before the occurrence of the first Change of  Control
of   the   Company  and  generally  applicable  to  its  salaried
employees.

          (x)  "Event of Termination for Good Reason" has the
meaning assigned to that phrase in Section 5.

          (xi) "Event of Termination for Cause" has the meaning
assigned to that phrase in Section 4.

         (xii) "Expiration Date" has the meaning assigned to
that term in Section 3.

        (xiii) "Person" means any individual, corporation,
partnership, joint venture, association, joint-stock company,
limited partnership, limited liability company, trust,
unincorporated organization, government, or agency or political
subdivision of any government.

         (xiv) "Successor" means a person with or into
which the Company shall have been merged or consolidated or to
which the Company shall have transferred its assets as an
entirety or substantially as an entirety.

          (xv) "Termination Date" has the meaning assigned to
that term in Section 6.

         (xvi) "This Agreement" means this Change of Control
Agreement as it may be amended from time to time.

      (b)   In  the  event  of  the enactment  of  any  successor
provision  to  any  statute  or rule  cited  in  this  Agreement,
references in this Agreement to such statute or rule shall be  to
such successor provision.

      (c)   The headings of Sections of this Agreement shall  not
control the meaning or interpretation of this Agreement.

      (d)  References in this Agreement to any Section are to the
corresponding  Section  of  this  Agreement  unless  the  context
otherwise indicates.



<PAGE>  13

     In  Witness  Whereof,  the Company  and  the  Employee  have
executed this Agreement as of the Effective Date.


                             EOG RESOURCES, INC.


                             By    /s/ PATRICIA EDWARDS
                                -------------------------------
                             Name: Patricia Edwards
                             Title: V.P. Human Resources,
                                    Administration and
                                    Corporate Secretary


                             BARRY HUNSAKER, JR.



                                  /s/ BARRY HUNSAKER, JR.
                             ---------------------------------




</TEXT>
</DOCUMENT>
