EXHIBIT 10.15(b)

                       FIRST AMENDMENT TO
      EOG RESOURCES, INC. CHANGE OF CONTROL SEVERANCE PLAN

     THIS AGREEMENT, by EOG Resources, Inc. (the "Company"),

                           WITNESSETH:

     WHEREAS, the Company maintains the EOG Resources, Inc.
Change of Control Severance Plan (the "Plan");

     WHEREAS, the Company retained the right in Section 8 of the
Plan to amend the Plan from time to time;

     WHEREAS, the Board of Directors of the Company and the
Compensation Committee of the Board of Directors of the Company
separately approved resolutions authorizing the amendment of the
Plan; and

     NOW, THEREFORE, the Company agrees that, effective September
10, 2002, Section (d) of the Plan is hereby amended and restated
in its entirety to provide as follows:

          (d)  Anything in this Plan to the contrary
     notwithstanding, in the event it shall be determined
     that any payment or distribution by the Company to or
     for the benefit of the employee, whether paid or
     payable or distributed or distributable pursuant to the
     terms of this Plan or otherwise (a "Payment"), would be
     subject to the excise tax imposed by section 4999 of
     the Code or any interest or penalties with respect to
     such excise tax (such excise tax, together with any
     such interest and penalties, are hereinafter
     collectively referred to as the "Excise Tax"), then the
     employee shall be entitled to receive an additional
     payment (a "Gross-Up Payment") in an amount such that
     after payment by the employee of all taxes (including
     any interest or penalties imposed with respect to such
     taxes), including any Excise Tax imposed upon the Gross-
     Up Payment, the employee retains an amount of the Gross-
     Up Payment equal to the Excise Tax imposed upon the
     Payments.  Subject to the provisions of this
     Section 2(d), all determinations required to be made
     hereunder, including whether a Gross-Up Payment is
     required and the amount of such Gross-Up Payment, shall
     be made by a nationally recognized public accounting
     firm chosen by the Company (the "Accounting Firm") at
     the sole expense of the Company, which shall provide
     detailed supporting calculations both to the Company
     and the employee within 15 business days of the date of
     termination of the employee's employment, if
     applicable, or such earlier time as is requested by the
     Company.  If the Accounting Firm determines that no
     Excise Tax is payable by the employee, the Accounting
     Firm shall furnish the employee with an opinion that he
     has substantial authority not to report any Excise Tax
     on his federal income tax return.  Any determination by
     the Accounting Firm shall be binding upon the Company
     and the employee.  As a result of the uncertainty in
     the application of Section 4999 of the Code at the time
     of the initial determination by the Accounting Firm
     hereunder, it is possible that Gross-Up Payments, which
     will not have been made by the Company should have been
     made (an "Underpayment"), consistent with the
     calculations required to be made hereunder.  If the
     Company exhausts its remedies pursuant hereto and the
     employee thereafter is required to make a payment of
     any Excise Tax, the Accounting Firm shall determine the
     amount of the Underpayment that has occurred and any
     such Underpayment shall be promptly paid by the Company
     to or for the benefit of the employee.

          The employee shall notify the Company in writing
     of any claim by the Internal Revenue Service that, if
     successful, would require the payment by the Company of
     the Gross-Up Payment.  Such notification shall be given
     as soon as practicable but no later than ten business
     days after the employee knows of such claim and shall
     apprise the Company of the nature of such claim and the
     date on which such claim is requested to be paid.  The
     employee shall not pay such claim prior to the
     expiration of the thirty (30)-day period following the
     date on which it gives such notice to the Company (or
     such shorter period ending on the date that any payment
     of taxes with respect to such claim is due).  If the
     Company notifies the employee in writing prior to the
     expiration of such period that it desires to contest
     such claim, the employee shall:

               (i)  give the Company any information
          reasonably requested by the Company relating to
          such claim,

               (ii) take such action in connection with
          contesting such claim as the Company shall
          reasonably request in writing from time to time,
          including (without limitation) accepting legal
          representation with respect to such claim by an
          attorney reasonably selected by the Company,

               (iii)     cooperate with the Company in good
          faith to effectively contest such claim, and

               (iv) permit the Company to participate in any
          proceedings relating to such claim;

     provided that the Company shall bear and pay directly
     all costs and expenses (including additional interest
     and penalties) incurred in connection with such contest
     and shall indemnify and hold the employee harmless, on
     an after-tax basis, for any Excise Tax or income tax,
     including interest and penalties with respect thereto,
     imposed as a result of such representation and payment
     of costs and expenses. Without limitation on the
     foregoing provisions hereof the Company shall control
     all proceedings taken in connection with such contest
     and, at its sole option, may pursue or forego any and
     all administrative appeals, proceedings, hearings and
     conferences with the taxing authority in respect of
     such claim and may, at its sole option, either direct
     the employee to pay the tax claimed and sue for a
     refund or contest the claim in any permissible manner,
     and the employee agrees to prosecute such contest to a
     determination before any administrative tribunal, in a
     court of initial jurisdiction and in one or more
     appellate courts, as the Company shall determine,
     provided that if the Company directs the employee to
     pay such claim and sue for a refund, the Company shall
     advance the amount of such payment to the employee, on
     an interest-free basis and shall indemnify and hold the
     employee harmless, on an after-tax basis, from any
     Excise Tax or income tax, including interest or
     penalties with respect thereto, imposed with respect to
     such advance or with respect to any imputed income with
     respect to such advance, and further provided that any
     extension of the statute of limitations relating to
     payment of taxes for the taxable year of the employee
     with respect to which such contested amount is claimed
     to be due is limited solely to such contested amount.
     Furthermore, the Company's control of the contest shall
     be limited to issues with respect to which a Gross-Up
     Payment would be payable hereunder and the employee
     shall be entitled to settle or contest, as the case may
     be, any other issue raised by the Internal Revenue
     Service or any other taxing authority.

          If, after the receipt by the employee of an amount
     advanced by the Company pursuant hereto, the employee
     becomes entitled to receive any refund with respect to
     such claim, the employee shall (subject to the
     Company's complying with the requirements hereof)
     promptly pay to the Company the amount of such refund
     (together with any interest paid or credited thereon
     after taxes applicable thereto). If, after the receipt
     by the employee of an amount advanced by the Company
     pursuant hereto, a determination is made that the
     employee shall not be entitled to any refund with
     respect to such claim and the Company does not notify
     the employee in writing of its intent to contest such
     denial of refund prior to the expiration of 30 days
     after such determination, then such advance shall be
     forgiven and shall not be required to be repaid and the
     amount of such advance shall offset, to the extent
     thereof, the amount of Gross-Up Payment required to be
     paid.

     IN WITNESS WHEREOF, the Company has executed this Agreement
this 24th day of September 2002.

                                EOG RESOURCES, INC.



                                By: /s/ PATRICIA EDWARDS
                                        Patricia Edwards
                                Title:  Vice President, Human Resources,
                                        Administration and Corporate Secretary