EXHIBIT 10.16.2

                                 FIRST AMENDMENT

                                     TO THE

                           RANGE RESOURCES CORPORATION
                             1999 STOCK OPTION PLAN

     THIS AMENDMENT (the "AMENDMENT") to the Amended and Restated 1999 Stock
Option Plan, dated April 5, 2001 (the "PLAN"), was duly approved and adopted by
the shareholders of Range Resources Corporation (the "CORPORATION") on May 24,
2001.

     1. Article V(a) of the Plan shall be amended and restated in its entirety
as follows:

        (a) STOCK GRANT AND AWARD LIMITS. The Committee may from time to time
grant Awards to one or more employees, Consultants or Directors determined by it
to be eligible for participation in the Plan in accordance with the provisions
of Paragraph VI. Subject to adjustment in the same manner as provided in
Paragraph IX with respect to shares of Stock subject to Awards then outstanding,
the aggregate number of shares of Stock that may be issued under the Plan shall
not exceed 3,400,000 shares. Shares shall be deemed to have been issued under
the Plan only (i) to the extent actually issued and delivered pursuant to an
Award, or (ii) to the extent an Award is settled in cash. To the extent that an
Award lapses or the rights of its Holder terminate, any shares of Stock subject
to such Award shall again be available for the grant of an Award.
Notwithstanding any provision in the Plan to the contrary, the maximum number of
shares of Stock that may be subject to the Awards granted to any one individual
during any calendar year may not exceed 250,000 shares of Stock (subject to
adjustment in the same manner as provided in Paragraph IX with respect to shares
of Stock subject to Awards then outstanding). The limitation set forth in the
preceding sentence shall be applied in a manner which will permit compensation
generated under the Plan to constitute "performance-based" compensation for
purposes of section 162(m) of the Code including, without limitation, counting
against such maximum number of shares, to the extent required under section
162(m) of the Code and applicable interpretive authority thereunder, any shares
subject to Awards that are canceled or repriced.