EXHIBIT 4.1


               AMENDMENT NO. 4 TO RIGHTS AGREEMENT


          AMENDMENT NO. 4, (this "Amendment No. 4") dated as of
December 10, 2002, to the Rights Agreement, dated as of February
14, 2000, as amended, by and between EOG Resources, Inc. (the
"Company") and EquiServe Trust Company, N.A. (as Rights Agent)
(the "Rights Agreement").  Terms used herein but not defined
shall have the meanings assigned to them in the Rights Agreement.

          WHEREAS, the Company and the Rights Agent have
heretofore executed and entered into the Rights Agreement; and

          WHEREAS, pursuant to Section 27 of the Rights
Agreement, the Company may from time to time supplement or amend
the Rights Agreement in accordance with the provisions of such
Section 27; and

          WHEREAS, the Board of Directors of the Company has
determined that it is in the best interest of the Company and its
stockholders to amend the Rights Agreement to provide that any
"Person" that is a "Qualified Institutional Investor" (as defined
herein) will not be deemed an "Acquiring Person."

          NOW, THEREFORE, the Company and the Rights Agent hereby
amend the Rights Agreement as follows:

          1.   Section 1 of the Rights Agreement is hereby amended to
include the following new definition in the appropriate
alphabetical position, with the subsequent definitions being
appropriately re-lettered and cross-references thereto being
appropriately revised:

          "Qualified Institutional Investor" shall mean, as of
          any time of determination, a Person that is described
          in Rule 13d-1(b)(1) promulgated under the Exchange Act
          (as such Rule is in effect on the date hereof) and is
          eligible to report (and does in fact report) beneficial
          ownership of Common Shares of the Company on Schedule
          13G, and such Person (i) is not required to file a
          Schedule 13D (or any successor or comparable report)
          with respect to its beneficial ownership of Common
          Shares of the Company and (ii) shall be the Beneficial
          Owner of less than 15% of the Common Shares of the
          Company then outstanding.

          2.   Section 1(a) of the Rights Agreement is hereby
modified, amended and restated in its entirety as follows:

          (a)  "Acquiring Person" shall mean any Person who or
          which, together with all Affiliates and Associates of
          such Person, shall be the Beneficial Owner of 10% or
          more of the Common Shares of the Company then
          outstanding, but shall not include (i) the Company, any
          Subsidiary of the Company, any employee benefit plan of
          the Company or any Subsidiary of the Company, or any
          entity holding Common Shares for or pursuant to the
          terms of any such plan or (ii) a Qualified
          Institutional Investor.  Notwithstanding the foregoing,
          no Person shall become an "Acquiring Person" as the
          result of an acquisition of Common Shares by the
          Company which, by reducing the number of Common Shares
          of the Company outstanding, increases the proportionate
          number of Common Shares of the Company beneficially
          owned by such Person to 10% or more of the Common
          Shares of the Company then outstanding; provided,
          however, that, if a Person shall become the Beneficial
          Owner of 10% or more of the Common Shares of the
          Company then outstanding by reason of share purchases
          by the Company and shall, after such share purchases by
          the Company, become the Beneficial Owner of any
          additional Common Shares of the Company, then such
          Person shall be deemed to be an "Acquiring Person."
          Notwithstanding the foregoing, if the Board of
          Directors of the Company determines in good faith that
          a Person who would otherwise be an "Acquiring Person,"
          as defined pursuant to the foregoing provisions of this
          paragraph (a), has become such inadvertently, and such
          Person divests as promptly as practicable a sufficient
          number of Common Shares so that such Person would no
          longer be an "Acquiring Person," as defined pursuant to
          the foregoing provisions of this paragraph (a), then
          such Person shall not be deemed to be an "Acquiring
          Person" for any purposes of this Agreement.

          3.   Exhibit B to the Rights Agreement, being the form of
Rights Certificate, is hereby modified and amended by inserting
in the third line of the first paragraph following the words
"dated as of February 14, 2000" the words ", as amended".


           *                    *                    *


          IN WITNESS WHEREOF, this Amendment No. 4 has been duly
executed by the Company and the Rights Agent as of the day and
year first written above.

                      EOG RESOURCES, INC.



                      By:    /s/ EDMUND P. SEGNER, III
                      Name:  Edmund P. Segner, III
                      Title: President and Chief of Staff



                      EQUISERVE TRUST COMPANY, N.A.
                      (as Rights Agent)



                      By:    /s/ ANTHONY MILO
                      Name:  Anthony Milo
                      Title: Managing Director