8-K

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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                       -----------------------------
                                 FORM 8-K
                       -----------------------------

                              CURRENT REPORT


     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                      Date of Report:  March 1, 2002

                              ---------------


                            EOG RESOURCES, INC.

          (Exact name of registrant as specified in its charter)


           DELAWARE                      1-9743             47-0684736
  (State or other jurisdiction       (Commission File     (I.R.S. Employer
  of incorporation or organization)      Number)         Identification No.)


        333 CLAY STREET
           SUITE 4200
      HOUSTON, TEXAS                                             77002
(Address of principal executive offices)                      (Zip code)


                               713/651-7000
           (Registrant's telephone number, including area code)


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  2

EOG RESOURCES, INC.



Item 4.  Changes in Registrant's Certifying Accountant.

      On  February 27, 2002, Arthur Andersen LLP ("Andersen") was
dismissed as independent accountant for EOG Resources, Inc.  (the
"Company")  effective  upon  completion  of  its  audit  of   the
Company's  financial statements for the year ended  December  31,
2001, and Deloitte & Touche LLP ("Deloitte") was appointed as the
new  independent  accountant for the Company to replace  Andersen
for  the  year ending December 31, 2002.  The decision to dismiss
Andersen  and  to appoint Deloitte was recommended by  the  Audit
Committee  of the Board of Directors at its meeting  on  February
27,  2002,  and  was approved by the Board of  Directors  at  its
meeting on February 27, 2002.

     Andersen's reports on the Company's financial statements for
the  two  fiscal years ended December 31, 2000 and  December  31,
2001, did not contain an adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope
or accounting principles.

      During  the Company's two most recent fiscal years and  the
period from January 1, 2002 through February 27, 2002, there were
no  disagreements  with  Andersen on  any  matter  of  accounting
principles  or  practices,  financial  statement  disclosure,  or
auditing scope or procedure, which disagreements, if not resolved
to  the  satisfaction of Andersen, would have caused it  to  make
reference   to  the  subject  matter  of  the  disagreements   in
connection with its report.

       As  required  under  Securities  and  Exchange  Commission
regulations,  the Company provided Andersen with a copy  of  this
Item  and requested Andersen to furnish the Company with a letter
addressed  to the Commission stating whether it agrees  with  the
statements  by the Company in this Item and, if not, stating  the
respects in which it does not agree.  Andersen's letter is  filed
as Exhibit 16.1 to this Current Report.

Item 7.  Exhibits.

         16.1 Letter dated March 1, 2002, from Arthur Andersen LLP
              to the Securities and Exchange Commission.








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                           SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              EOG RESOURCES, INC.
                              (Registrant)




Date: March 1, 2002           By:  /s/ TIMOTHY K. DRIGGERS
                                 -----------------------------
                                     Timothy K. Driggers
                                 Vice President, Accounting
                                   & Land Administration
                                (Principal Accounting Officer)




                          EXHIBIT INDEX


    16.1  Letter dated March 1, 2002, from Arthur Andersen LLP to
the Securities and Exchange Commission.

EX-16

                                                  Exhibit 16.1




March 1, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Dear Sir or Madam:

We have read the second and third paragraphs of Item 4 included
in the Form 8-K dated March 1, 2002 of EOG Resources, Inc. to be
filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.

Very truly yours,



Arthur Andersen LLP

cc:  Mr. Edmund P. Segner, III - EOG Resources, Inc.