EXHIBIT 10.11

                                 AMENDMENT NO. 2
                                     TO THE
          PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN
          ------------------------------------------------------------

     Pursuant to the  provisions  of Section 8.1  thereof,  the Pioneer  Natural

Resources  USA, Inc.  401(k) and Matching Plan (the "Plan") is hereby amended in

the following respects only:

     FIRST:  Effective  as of  January 1,  2002,  Section  1.1(i) of the Plan is

hereby amended by adding to the end thereof a sentence to read as follows:

     A leased employee means any person who is not  an employee of the recipient
     of the services performed and who provides services to the recipient if (i)
     such services are provided  pursuant to an agreement  between the recipient
     and any other person,  (ii) such person has performed such services for the
     recipient  (or for the recipient  and related  persons) on a  substantially
     full-time  basis for a period of at least one year, and (iii) such services
     are performed under primary direction or control by the recipient.

     SECOND: Effective as of January 1, 2002, Section 6.11 of the Plan is hereby

amended by  restating  the first  sentence  thereof in its  entirety  to read as

follows:

     If a Participant is entitled to receive an eligible  rollover  distribution
     (as defined in Section 402(c) of the Code and the  regulations  thereunder,
     which  exclude,  among  other  distributions,   any  hardship  distribution
     described in Section  401(k)(2)(B)(i)(IV)  of the Code) from the Plan, such
     Participant may elect to have the Committee  direct the Trustee to transfer
     the entire  amount of such  distribution  directly to any of the  following
     specified by such Participant:  an individual  retirement account described
     in Section 408(a) of the Code, an individual  retirement  annuity described
     in Section 408(b) of the Code (other than an endowment contract), a defined
     contribution  plan qualified  under Section 401(a) of the Code the terms of
     which permit rollover contributions or an annuity plan described in Section
     403(a) of the Code.

     IN WITNESS WHEREOF,  this Amendment is  executed  this  16th day  of April,
2003.

                                      PIONEER NATURAL RESOURCES USA., INC.



                                      By  /s/ Larry Paulsen
                                         ---------------------------------
                                          Name:
                                          Title: