EXHIBIT 10.8

                                 Amendment No. 3
                                       to

                        PIONEER NATURAL RESOURCES COMPANY

                          EMPLOYEE STOCK PURCHASE PLAN


     AMENDMENT NO. 3 (this  "Amendment") to that certain Employee Stock Purchase
Plan (the "Plan") of Pioneer Natural Resources Company (the "Company")  executed
August 7, 1997.

                                    RECITALS

     WHEREAS, the Company has adopted the Plan; and

     WHEREAS,  the  Board  of  Directors  of the  Company,  acting  through  the
Compensation  Committee  of  the  Board  of  Directors  of  the  Company  (which
administers the Plan),  has authorized  amendments to the Plan, which amendments
are memorialized below in this Amendment.

     NOW, THEREFORE, the Plan is hereby amended as follows:

          1. Amendment of  Subparagraph 7(c).  Subparagraph  7(c) of the Plan is
hereby amended in its entirety to read as follows:

          "(c) Delivery of Stock.  As soon  as practicable  after  each  date of
     exercise,  the Company  shall  deposit  into each  Participant's  brokerage
     account maintained  for the  purposes of  holding Stock under this Plan and
     other employee benefit plans of the Company,  the number of whole shares of
     Stock purchased by such  Participant  upon exercise  of his  or her options
     granted  hereunder.   Except  as  provided  in  the  immediately  following
     sentence,  shares of Stock  purchased  upon  exercise  of  options  granted
     hereunder  shall be  uncertificated and  evidenced by  book entry  into the
     brokerage accounts  described above.   Upon  written  request  made  by any
     Participant  to  the  Company,  the  Company  shall  arrange,  as  soon  as
     practicable  after  receipt  of  any  such  request,  to  deliver  to  such
     Participant a  certificate  representing any  or  all  such  uncertificated
     shares of Stock. In the event the Company  is required  to obtain  from any
     commission or agency authority to  issue any shares of Stock hereunder, the
     Company shall  seek to  obtain such authority.  Inability of the Company to
     obtain from any such  commission or  agency authority which counsel for the
     Company deems  necessary  for the  lawful  issuance of  any shares of Stock
     shall relieve the Company from  liability  to any  Participant  in the Plan
     except to  return to  the Participant  the amount  of the  balance  in  the
     Participant's account.  The Company may cause any Stock certificates issued
     in connection  with the  exercise of  options under  the Plan  to bear such
     legend or legends, and the Company may take such other actions, as it deems
     appropriate in order  to reflect the provisions  of this  subparagraph 7(c)
     and to  assure  compliance  with  applicable securities  laws.  Neither the
     Company nor the Committee shall have any  liability with respect to a delay
     in the  delivery of  Stock or  a certificate  pursuant to this subparagraph
     7(c)."







          2.  Amendment of  Paragraph 11.  Paragraph  11 of  the Plan  is hereby
amended in its entirety to read as follows:

               "11. No Rights of Stockholder Until Stock Issued. With respect to
          shares of Stock  subject to an  option,  a  Participant shall  not  be
          deemed to be a stockholder, and he shall not have any of the rights or
          privileges of a stockholder,  until, (a) shares of Stock are deposited
          into his brokerage account,  as described in subparagraph 7(c) hereof,
          or (b) a  certificate for  shares of  Stock is  issued on  his behalf,
          whichever occurs first."

          3.  Confirmation of the Plan. Except as to the extent modified by this
Amendment, the Plan is hereby ratified and confirmed in all respects.


     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer as of this 21st day of August 2000.


                          PIONEER NATURAL RESOURCES COMPANY


                          By:    /s/Mark L. Withrow
                              ------------------------------------------------
                              Name:  Mark L. Withrow
                              Title: Executive Vice President & General Counsel