4

FORM 4	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549	OMB APPROVAL
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).	STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo & Dye's Instant Form 4 Filer www.section16.net

1. Name and Address of Reporting Person* Textor Donald F.	2. Issuer Name and Ticker or Trading Symbol EOG Resources, Inc. (EOG)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director                                       10% Owner     Officer (give title below)          Other (specify below)
(Last)      (First)     (Middle) 381 Lattingtown Road	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary) ###-##-####	4. Statement for Month/Day/Year 09/30/02
(Street) Locust Valley, NY 11560		5. If Amendment, Date of Original (Month/Day/Year)	7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person     Form filed by More than One Reporting Person
(City)     (State)     (Zip)	Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 4 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conver- sion or Exercise Price of Derivative Security

3. Trans- action Date (Month/ Day/ Year)

3A. Deemed Execution Date, if any (Month/ Day/ Year)

4. Trans- action Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)

6. Date Exercisable and Expiration Date (Month/Day/ Year)

7. Title and Amount of Underlying Securities (Instr. 3 & 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira- tion Date

Title

Amount or Number of Shares

Non-Employee Director Stock Option (right to buy)

$42.38

05/07/02

A

V

7,000

05/07/03(1)

05/07/12

Common Stock

7,000

14,000

D

Dividends Deferral Plan

$35.10

01/15/02

A

V

0.797

Common Stock

0.797

Director Fees Deferred in Deferral Plan

$40.56

03/28/02

A

V

277.367

Common Stock

277.367

Dividends Deferral Plan

$38.03

04/12/02

A

V

0.898

Common Stock

0.898

Director Fees Deferred in Deferral Plan

$39.70

06/28/02

A

V

283.375

Common Stock

283.375

Dividends Deferral Plan

$35.35

07/15/02

A

V

1.446

Common Stock

1.446

Director Fees Deferred in Deferral Plan

$35.96

09/30/02

A

V

417.13

Common Stock

417.13

1,657

D

Explanation of Responses:

(1) The option becomes exercisable in 50 percent increments beginning one year from the date of grant and one year later.

By: /s/ DONALD F. TEXTOR
             Donald F. Textor
**Signature of Reporting Person 10/02/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

                        POWER OF ATTORNEY

Know  all  by  these  presents, that the  undersigned,  Donald F.
Textor,  hereby constitutes and appoints each of Barry  Hunsaker,
Jr.,  Patricia  L. Edwards and Vickie L. Graham, signing  singly,
the undersigned's true and lawful attorney-in-fact to:

  (1)  execute  for and on behalf of the undersigned,  in  the
  undersigned's capacity as an officer and/or director of  EOG
  Resources, Inc. ("Company"), Forms 3, 4, and 5 in accordance
  with  Section 16(a) of the Securities Exchange Act  of  1934
  and the rules thereunder;

  (2) do and perform any and all acts for and on behalf of the
  undersigned which may be necessary or desirable to  complete
  and  execute any such Form 3, 4, or 5, complete and  execute
  any  amendment or amendments thereto, and timely  file  such
  form   with  the  United  States  Securities  and   Exchange
  Commission and any stock exchange or similar authority; and

  (3)  take  any  other  action  of  any  type  whatsoever  in
  connection with the foregoing which, in the opinion of  such
  attorney-in-fact, may be of benefit to, in the best interest
  of,  or  legally  required  by, the  undersigned,  it  being
  understood  that the documents executed by such attorney-in-
  fact on behalf of the undersigned pursuant to this Power  of
  Attorney shall be in such form and shall contain such  terms
  and  conditions as such attorney-in-fact may approve in such
  attorney-in-fact's discretion.

The  undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever  requisite, necessary, or proper to  be  done  in  the
exercise of any of the rights and powers herein granted, as fully
to  all intents and purposes as the undersigned might or could do
if  personally  present,  with  full  power  of  substitution  or
revocation,  hereby  ratifying  and  confirming  all  that   such
attorney-in-fact,  or  such  attorney-in-fact's   substitute   or
substitutes, shall lawfully do or cause to be done by  virtue  of
this  power of attorney and the rights and powers herein granted.
The  undersigned  acknowledges that the  foregoing  attorneys-in-
fact,  in  serving  in  such  capacity  at  the  request  of  the
undersigned,  are not assuming, nor is the Company assuming,  any
of  the undersigned's responsibilities to comply with Section  16
of the Securities Exchange Act of 1934.

This  Power  of  Attorney shall remain in full force  and  effect
until  the undersigned is no longer required to file Forms 3,  4,
and   5  with  respect  to  the  undersigned's  holdings  of  and
transactions in securities issued by the Company, unless  earlier
revoked by the undersigned in a signed writing delivered  to  the
foregoing attorneys-in-fact.

IN  WITNESS  WHEREOF, the undersigned has caused  this  Power  of
Attorney to be executed as of this 24 day of  September, 2002.

Signature: _____/S/DONALD F. TEXTOR_

Print Name: Donald F. Textor