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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 Amendment No. 1
                                       to
                                   SCHEDULE TO
                             TENDER OFFER STATEMENT
                       UNDER SECTION 14(d)(1) OR 13(e)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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                               EOG RESOURCES, INC.
                            (Name of Subject Company)

                               EOG RESOURCES, INC.
                         (Name of Filing Person--Issuer)

         7.195% Fixed Rate Cumulative Perpetual Senior Preferred Stock,
                       Series B, par value $.01 per share
                         (Title of Class of Securities)

                                   26875P 40 8
                      (CUSIP Number of Class of Securities)

                               Barry Hunsaker, Jr.
                    Senior Vice President and General Counsel
                               EOG Resources, Inc.
                           333 Clay Street, Suite 4200
                            Houston, Texas 77002-7361
                                 (731) 651-7000
           (Name, Address and Telephone Number of Person Authorized to
          Receive Notices and Communications on Behalf of the Offeror)

                                   Copies to:
                                Arthur H. Rogers
                           Fulbright & Jaworski L.L.P.
                                 Fulbright Tower
                        1301 McKinney Street, Suite 5100
                            Houston, Texas 77010-3095
                                 (713) 651-5151

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[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which
     the statement relates:

[ ]  third-party tender offer subject to Rule 14d-1.

[X]  issuer tender offer subject to Rule 13e-4.

[ ]  going-private transaction subject to Rule 13e-3.

[ ]  amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the
     results of the tender offer: [X]

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INTRODUCTION

         This  Amendment No. 1 (this  "Amendment")  amends and  supplements  the
Tender Offer Statement on Schedule TO originally filed by EOG Resources, Inc., a
Delaware  corporation  ("EOG"),  with the Securities and Exchange  Commission on
October  11,  2006  (the  "Schedule  TO"),  and  relates  to the offer by EOG to
purchase for cash any and all of the outstanding shares of its 7.195% Fixed Rate
Cumulative  Perpetual  Senior  Preferred  Stock,  Series B (the "Shares"),  at a
purchase price of $1,074.01 per Share,  plus accrued but unpaid dividends up to,
but not including,  the date the Shares are purchased,  subject to the terms and
conditions set forth in the Offer to Purchase dated October 11, 2006 (the "Offer
to Purchase")  and in the related  Letter of  Transmittal,  previously  filed as
Exhibits   (a)(1)(A)   and   (a)(1)(B),   respectively,   to  the   Schedule  TO
(collectively, the "Offer"). Capitalized terms used and not otherwise defined in
this  Amendment  shall have the meanings  assigned to such terms in the Offer to
Purchase or in the Schedule TO.

         The  information  in the Offer,  including  all  schedules  and annexes
thereto,  which were previously  filed with the Schedule TO, is hereby expressly
incorporated by reference into this Amendment,  except that such  information is
hereby amended and supplemented to the extent specifically provided herein.

ITEMS 1, 2, 4-9 AND 11

         The Offer expired at 9:00 a.m., New York City time, on November 8, 2006
(the "Expiration  Date"). A total of 46,740 Shares were validly tendered and not
withdrawn,  representing 46.74% of the outstanding Shares. On November 10, 2006,
EOG accepted for payment all of the Shares  validly  tendered and not  withdrawn
prior to the  Expiration  Date, at a purchase  price of $1,074.01 per share plus
accrued and unpaid  dividends up to, but not including,  the payment date, for a
total purchase price of $50,712,900.

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                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the  information  set forth in this  Amendment No. 1 is true,  complete and
correct.

                                                EOG RESOURCES, INC.

                                                By: /s/ Helen Lim
                                                    ----------------------------
                                                    Helen Lim
                                                    Vice President and Treasurer

Dated: November 10, 2006

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                                  EXHIBIT INDEX

EXHIBIT NO.    DESCRIPTION
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(a)(1)(A)      Offer to Purchase dated October 11, 2006.*

(a)(1)(B)      Letter of Transmittal.*

(a)(1)(C)      Notice of Guaranteed Delivery.*

(a)(1)(D)      Form of Guidelines for Certification of Taxpayer Identification
               Number on Substitute Form W-9 (attached to Exhibit (a)(1)(B)
               hereto).*

(a)(1)(E)      Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
               Other Nominees.*

(a)(1)(F)      Letter to Clients for use by Brokers, Dealers, Commercial Banks,
               Trust Companies and Other Nominees.*

(a)(1)(G)      Press release of EOG, dated October 11, 2006.*

(a)(2)         None.

(a)(3)         None.

(a)(4)         None.

(a)(5)         None

(b)            None.

(d)            None.

(g)            None.

(h)            None.

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*  Previously filed.

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