United States securities and exchange commission logo





                             January 18, 2022

       Timothy K. Driggers
       Chief Financial Officer
       EOG Resources, Inc.
       1111 Bagby
       Sky Lobby 2
       Houston, TX 77002

                                                        Re: EOG Resources, Inc.
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed February 25,
2021
                                                            File No. 001-09743

       Dear Mr. Driggers:

              We have reviewed your November 30, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional comments.
       Unless we note otherwise, our references to prior comments are to
comments in our October 29,
       2021 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2020

       Response Letter Dated November 30, 2021

   1.                                                   We note from your
response to prior comment 2 that there are various interrelated factors
                                                        that could impact the
demand for, and prices of, crude oil, natural gas and NGLs. In view
                                                        of this, it appears
that you should provide more detailed disclosure describing the risks
                                                        specifically associated
with developments regarding climate change. For example, your
                                                        existing disclosure
makes reference to energy conservation measures, alternative fuel
                                                        requirements and
climate change-related initiatives, but does not appear to fully explain
                                                        the indirect
consequences of these types of business trends in the context of your
                                                        particular facts and
circumstances.
 Timothy K. Driggers
EOG Resources, Inc.
January 18, 2022
Page 2
2.       Your response to prior comment 2 states that as a result of
reputational risks from the
         exploration for, and production of, crude oil, natural gas and NGLs,
you could experience
         an increased cost of capital. However, it does not appear that risk
factor disclosure in your
         Form 10-K explains how these types of reputational risks could expose
you to potential
         adverse consequences related to your ability to obtain needed
financing on satisfactory
         terms. Revise your disclosure accordingly.
3.       We note the discussion in your response to prior comment 5 regarding
transition risks
         related to climate change. Please expand your existing disclosure to
specifically describe
         transition risks such as technological advances in energy storage and
power generation
         and more directly explain how alternative energy sources could affect
the behavior of your
         customers (e.g., due to the use of hybrid or electric vehicles). In
addition,
         provide disclosure explaining how perceptions of the oil and gas
industry could affect
         your ability to successfully implement the business strategy described
in your Form 10-K.
4.       Your response to prior comment 6 states that expenditures associated
with compliance
         activities related to safety and environmental regulations (including
climate-related laws
         and regulations that are currently applicable to your business and
operations) are included
         in    Lease and Well    expense or in    General and Administrative
expense within your
         consolidated income statements. Describe for us in greater detail how
you were able to
         conclude the amounts incurred were not material and your consideration
of the disclosure
         requirement per Item 101(c)(2)(i) of Regulation S-K.
      You may contact Wei Lu, Staff Accountant at (202) 551-3725 or Ethan
Horowitz,
Accounting Branch Chief at (202) 551-3311, if you have questions regarding the
comments.



FirstName LastNameTimothy K. Driggers                          Sincerely,
Comapany NameEOG Resources, Inc.
                                                               Division of
Corporation Finance
January 18, 2022 Page 2                                        Office of Energy
& Transportation
FirstName LastName