<PAGE>   1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2001
                                                REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          NEWFIELD EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

              DELAWARE                                      72-1133047
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                     363 N. SAM HOUSTON PKWY E., SUITE 2020
                              HOUSTON, TEXAS 77060
          (Address of principal executive offices, including zip code)

                                   ----------

              NEWFIELD EXPLORATION COMPANY 2000 OMNIBUS STOCK PLAN
  NEWFIELD EXPLORATION COMPANY 2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
         NEWFIELD EXPLORATION COMPANY 2001 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                TERRY W. RATHERT
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                          NEWFIELD EXPLORATION COMPANY
                     363 N. SAM HOUSTON PKWY E., SUITE 2020
                              HOUSTON, TEXAS 77060
                     (Name and address of agent for service)

                                 (281) 847-6000
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                 James H. Wilson
                             Vinson & Elkins L.L.P.
                       2300 First City Tower, 1001 Fannin
                            Houston, Texas 77002-6760
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF SECURITIES            AMOUNT TO BE       OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
          TO BE REGISTERED               REGISTERED          PER SHARE*               PRICE*               FEE
--------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                  <C>                   <C>                    <C>
common stock (including attached
preferred share purchase rights)     2,250,000 shares           $33.47               $75,307,500          $18,827
====================================================================================================================
</TABLE>

*  Estimated, solely for the purposes of calculating the registration fee, in
   accordance with Rule 457(h) under the Securities Act of 1933 on the basis of
   the price of securities of the same class, as determined in accordance with
   Rule 457(c), using the average of the high and low sales prices as reported
   by New York Stock Exchange for the common stock on February 1, 2001.

================================================================================

<PAGE>   2
PROSPECTUS


                                  50,250 SHARES


                          NEWFIELD EXPLORATION COMPANY
                                  COMMON STOCK

                                   ----------


     This prospectus relates to the offer and sale from time to time of up to an
aggregate of 50,250 shares of our common stock for the account of our
stockholders named in this prospectus. A selling stockholder may sell none, some
or all of the shares offered by this prospectus. We cannot predict when or in
what amounts a selling stockholder may sell any of the shares offered by this
prospectus. We will not receive any of the proceeds from the sale of shares by
the selling stockholders. Our common stock is listed on the New York Stock
Exchange under the symbol "NFX." On February 5, 2001, the last reported sales
price for our common stock was $36.03 per share.



INVESTING IN OUR COMMON STOCK INVOLVES RISKS.  SEE "RISK FACTORS" ON PAGE 1.

                                   ----------



     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                                   ----------





                    THIS PROSPECTUS IS DATED FEBRUARY 6, 2001

<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ABOUT NEWFIELD EXPLORATION COMPANY................................................................................1
RISK FACTORS......................................................................................................1
FORWARD-LOOKING STATEMENTS........................................................................................6
USE OF PROCEEDS...................................................................................................6
SELLING STOCKHOLDERS..............................................................................................6
PLAN OF DISTRIBUTION..............................................................................................8
VALIDITY OF SECURITIES............................................................................................9
EXPERTS...........................................................................................................9
WHERE YOU CAN FIND MORE INFORMATION...............................................................................9
</TABLE>

                                   ----------


                                       i
<PAGE>   4

                       ABOUT NEWFIELD EXPLORATION COMPANY

     Newfield is an independent oil and gas company engaged in the exploration,
development and acquisition of crude oil and natural gas properties. We were
founded in 1989 and acquired our first oil and gas reserves in 1990. Since that
time, we have grown rapidly. Our initial focus area was the Gulf of Mexico. Over
the last several years we have expanded our areas of operation to include the
U.S. onshore Gulf Coast, offshore Australia and China's Bohai Bay.

     Our executive offices are located at 363 N. Sam Houston Parkway E., Suite
2020, Houston, Texas 77060, and our telephone number is (281) 847-6000.

                                  RISK FACTORS

     Investing in our common stock will provide you with an equity ownership in
Newfield. As one of our stockholders, you will be subject to risks inherent in
our business. The trading price of your shares will be affected by the
performance of our business relative to, among other things, competition, market
conditions and general economic and industry conditions. The value of your
investment may decrease, resulting in a loss. You should carefully consider the
following factors as well as other information contained in this prospectus and
the documents incorporated by reference herein before deciding to invest in
shares of our common stock.

OIL AND GAS PRICES FLUCTUATE WIDELY, AND LOW PRICES FOR AN EXTENDED PERIOD OF
TIME ARE LIKELY TO HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS.

     Our revenues, profitability and future growth depend substantially on
prevailing prices for oil and gas. These prices also affect the amount of cash
flow available for capital expenditures and our ability to borrow and raise
additional capital. The amount we can borrow under our credit facility is
subject to periodic redeterminations based in part on changing expectations of
future prices. Lower prices may also reduce the amount of oil and gas that we
can economically produce.

     Prices for oil and gas fluctuate widely. Among the factors that may cause
fluctuations are:

     o    the domestic and foreign supply of oil and natural gas;

     o    weather conditions;

     o    the price of foreign imports;

     o    world-wide economic conditions;

     o    political conditions in oil and gas producing regions;

     o    the level of consumer demand;

     o    domestic and foreign governmental regulations; and

     o    the price and availability of alternative fuels.

     We use hedging transactions with respect to a portion of our oil and gas
production to achieve more predictable cash flow and to reduce our exposure to
price fluctuations. While the use of hedging transactions limits the downside
risk of price declines, their use may also limit future revenues from price
increases. Please read our most recently filed annual report on Form 10-K or
quarterly report on Form 10-Q for a more detailed discussion of our hedging
program.

<PAGE>   5

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO REPLACE RESERVES THAT WE PRODUCE.

     Our future success depends on our ability to find, develop and acquire oil
and gas reserves that are economically recoverable. As is generally the case in
the Gulf Coast region, our producing properties in that region usually have high
initial production rates, followed by steep declines in production. As a result,
we must locate and develop or acquire new oil and gas reserves to replace those
being depleted by production. We must do this even during periods of low oil and
gas prices when it may be difficult to raise the capital necessary to finance
these activities. Without successful exploration or acquisition activities, our
reserves, production and revenues will decline rapidly. We cannot assure you
that we will be able to find and develop or acquire additional reserves at an
acceptable cost.

SUBSTANTIAL CAPITAL IS REQUIRED TO REPLACE AND GROW RESERVES.

     We make, and will continue to make, substantial expenditures to find,
develop, acquire and produce oil and gas reserves. We believe that we will have
sufficient cash provided by operating activities and borrowings under our credit
facility to fund planned capital expenditures in 2001. If, however, lower oil
and gas prices or operating difficulties result in our cash flow from operations
being less than expected or limit our ability to borrow under our credit
facility, we may be unable to expend the capital necessary to undertake or
complete our drilling program unless we raise additional funds through debt or
equity financings. We cannot assure you that debt or equity financing, cash
generated by operations or borrowing capacity will be available to meet these
requirements.

RESERVE ESTIMATES ARE INHERENTLY UNCERTAIN AND DEPEND ON MANY ASSUMPTIONS THAT
MAY TURN OUT TO BE INACCURATE.

     Estimating accumulations of oil and gas is complex and is not an exact
science because of the numerous uncertainties inherent in the process. The
process relies on interpretations of available geologic, geophysic, engineering
and production data. The extent, quality and reliability of this technical data
can vary. The process also requires certain economic assumptions, some of which
are mandated by the Securities and Exchange Commission, such as oil and gas
prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds. The accuracy of a reserve estimate is a function of:

     o    the quality and quantity of available data;

     o    the interpretation of that data;

     o    the accuracy of various mandated economic assumptions; and

     o    the judgment of the persons preparing the estimate.

Our proved reserve information incorporated by reference in this prospectus is
based on estimates we prepared. Estimates prepared by others might differ
materially from our estimates.

     Actual future production, oil and gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas
reserves most likely will vary from our estimates. Any significant variance
could materially affect the quantities and present value of our reserves. In
addition, we may adjust estimates of proved reserves to reflect production
history, results of exploration and development and prevailing oil and gas
prices. Our reserves may also be susceptible to drainage by operators on
adjacent properties.

     You should not assume that the present value of future net cash flows
incorporated by reference in this prospectus is the current market value of our
estimated proved oil and gas reserves. In accordance with SEC requirements, we
generally base the estimated discounted future net cash flows from proved
reserves on prices and costs on the date of the estimate. Actual future prices
and costs may be materially higher or lower than the prices and costs as of the
date of the estimate.


                                       2
<PAGE>   6

IF OIL AND GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITEDOWNS.

     There is a risk that we will be required to writedown the carrying value of
our oil and gas properties when oil and gas prices are low or if we have
substantial downward adjustments to our estimated proved reserves, increases in
our estimates of development costs or deterioration in our exploration results.

     We capitalize the costs to acquire, find and develop our oil and gas
properties. Under the full cost accounting method we use, the net capitalized
costs of our oil and gas properties may not exceed the present value of
estimated future net cash flows from proved reserves, using period end oil and
gas prices and a 10% discount factor, plus the lower of cost or fair market
value of unproved properties. If net capitalized costs of our oil and gas
properties exceed this limit, we must charge the amount of this excess to
earnings. This type of charge will not affect our cash flow from operating
activities, but it will reduce the book value of our stockholders' equity. We
review the carrying value of our properties quarterly, based on prices in effect
as of the end of each quarter or as of the time of reporting our results. The
carrying value of oil and gas properties is computed on a country-by-country
basis. Therefore, while our properties in one country may be subject to a
writedown, our properties in other countries could be unaffected. Once incurred,
a writedown of oil and gas properties is not reversible at a later date even if
oil or gas prices increase.

     Primarily because of low oil and gas prices, we recorded a writedown of the
carrying value of our properties for the year ended December 31, 1998 in the
amount of $105 million. Although the prices of oil and gas have recently
recovered, we cannot assure you that we will not be required to take additional
writedowns in future periods.

WE MAY BE SUBJECT TO RISKS IN CONNECTION WITH FUTURE ACQUISITIONS.

     The successful acquisition of producing properties requires an assessment
of several factors, including:

     o    recoverable reserves;

     o    future oil and gas prices;

     o    operating costs; and

     o    potential environmental and other liabilities.

     The accuracy of these assessments is inherently uncertain. In connection
with these assessments, we perform a review of the subject properties that we
believe to be generally consistent with industry practices, which usually
includes on-site inspections and the review of reports filed with the Mineral
Management Service of the United States Department of the Interior for
environmental compliance. Our review will not reveal all existing or potential
problems nor will it permit us to become sufficiently familiar with the
properties to fully assess their deficiencies and capabilities. Inspections may
not always be performed on every platform or well, and structural and
environmental problems are not necessarily observable even when an inspection is
undertaken. Even when problems are identified, the seller may be unwilling or
unable to provide effective contractual protection against all or part of the
problems. We are often not entitled to contractual indemnification for
environmental liabilities and acquire structures on a property on an "as is"
basis.

COMPETITIVE INDUSTRY CONDITIONS MAY NEGATIVELY AFFECT OUR ABILITY TO CONDUCT
OPERATIONS.

     Competition in the oil and gas industry is intense, particularly with
respect to the acquisition of producing properties and proved undeveloped
acreage. Major and independent oil and gas companies actively bid for desirable
oil and gas properties, as well as for the equipment and labor required to
operate and develop these properties. Many of our competitors have financial
resources that are substantially greater than ours, which may adversely affect
our ability to compete with these companies.

DRILLING IS A HIGH-RISK ACTIVITY.

     Our future success will depend on the success of our drilling program. In
addition to the numerous operating risks described in more detail below, these
activities involve the risk that no commercially productive oil or gas
reservoirs will be discovered. In addition, we often are uncertain as to the
future cost or timing of drilling,


                                       3
<PAGE>   7

completing and producing wells. Furthermore, our drilling operations may be
curtailed, delayed or canceled as a result of a variety of factors, including:

     o    unexpected drilling conditions;

     o    pressure or irregularities in formations;

     o    equipment failures or accidents;

     o    adverse weather conditions;

     o    compliance with governmental requirements; and

     o    shortages or delays in the availability of drilling rigs and the
          delivery of equipment.

THE OIL AND GAS BUSINESS INVOLVES MANY OPERATING RISKS THAT CAN CAUSE
SUBSTANTIAL LOSSES; INSURANCE MAY NOT PROTECT US AGAINST ALL THESE RISKS.

     The oil and gas business involves a variety of operating risks, including:

     o    fires;

     o    explosions;

     o    blow-outs;

     o    uncontrollable flows of oil, gas, formation water or drilling fluids;

     o    natural disasters;

     o    pipe or cement failures;

     o    casing collapses;

     o    embedded oilfield drilling and service tools;

     o    abnormally pressured formations; and

     o    environmental hazards such as oil spills, natural gas leaks, pipeline
          ruptures and discharges of toxic gases.

     If any of these events occur, we could incur substantial losses as a result
of:

     o    injury or loss of life;

     o    severe damage to and destruction of property, natural resources and
          equipment;

     o    pollution and other environmental damage;

     o    clean-up responsibilities;

     o    regulatory investigation and penalties;

     o    suspension of our operations; and

     o    repairs to resume operations.

     If we experience any of these problems, our ability to conduct operations
could be adversely affected.

     Offshore operations are subject to a variety of operating risks peculiar to
the marine environment, such as capsizing, collisions and damage or loss from
hurricanes or other adverse weather conditions. These conditions can cause
substantial damage to facilities and interrupt production. As a result, we could
incur substantial liabilities that could reduce or eliminate the funds available
for our drilling and development programs and acquisitions, or result in loss of
properties.

     We maintain insurance against some, but not all, of these potential risks
and losses. We may elect not to obtain insurance if we believe that the cost of
available insurance is excessive relative to the risks presented. In addition,
pollution and environmental risks generally are not fully insurable. If a
significant accident or other event occurs and is not fully covered by
insurance, it could adversely affect us.


                                       4
<PAGE>   8

WE HAVE RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS.

     We continue to evaluate and pursue new opportunities for international
expansion in areas where we can use our core competencies. To date, we have
expanded our operations to Australia and China. If our exploratory drilling in
Australia and China is successful, we may make significant future investments in
these areas.

     Ownership of property interests and production operations in areas outside
the United States are subject to the various risks inherent in foreign
operations. These risks may include:

     o    currency restrictions and exchange rate fluctuations;

     o    loss of revenue, property and equipment as a result of expropriation,
          nationalization, war or insurrection;

     o    increases in taxes and governmental royalties;

     o    renegotiation of contracts with governmental entities and
          quasi-governmental agencies;

     o    change in laws and policies governing operations of foreign-based
          companies;

     o    labor problems; and

     o    other uncertainties arising out of foreign government sovereignty over
          our international operations.

     Our international operations may also be adversely affected by laws and
policies of the United States affecting foreign trade, taxation and investment.
In addition, in the event of a dispute arising from foreign operations, we may
be subject to the exclusive jurisdiction of foreign courts or may not be
successful in subjecting foreign persons to the jurisdiction of the courts of
the United States.

OTHER INDEPENDENT OIL AND GAS COMPANIES' LIMITED ACCESS TO CAPITAL MAY CHANGE
OUR EXPLORATION AND DEVELOPMENT PLANS.

     Many independent oil and gas companies have limited access to the capital
necessary to finance their activities. As a result, some of the other working
interest owners of our wells may be unwilling or unable to pay their share of
the costs of projects as they become due. These problems could cause us to
change, suspend or terminate our drilling and development plans with respect to
the affected project.

WE ARE SUBJECT TO COMPLEX LAWS THAT CAN AFFECT THE COST, MANNER OR FEASIBILITY
OF DOING BUSINESS.

     Exploration, development, production and sale of oil and gas are subject to
extensive federal, state, local and international regulation. We may be required
to make large expenditures to comply with environmental and other governmental
regulations. Matters subject to regulation include:

     o    discharge permits for drilling operations;

     o    drilling bonds;

     o    reports concerning operations;

     o    the spacing of wells;

     o    unitization and pooling of properties; and

     o    taxation.

     Under these laws, we could be liable for personal injuries, property
damage, oil spills, discharge of hazardous materials, remediation and clean-up
costs and other environmental damages. Failure to comply with these laws also
may result in the suspension or termination of our operations and subject us to
administrative, civil and criminal penalties. Moreover, these laws could change
in ways that substantially increase our costs. Any such liabilities, penalties,
suspensions, terminations or regulatory changes could materially adversely
affect our financial condition and results of operations.


                                       5
<PAGE>   9

OUR CERTIFICATE OF INCORPORATION, STOCKHOLDERS RIGHTS AGREEMENT AND BYLAWS
CONTAIN PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL OF
OUR COMPANY.

     Our stockholders rights agreement, together with certain provisions of our
certificate of incorporation and bylaws, may make it more difficult to effect a
change in control of our company, to acquire us or to replace incumbent
management. These provisions could potentially deprive our stockholders of
opportunities to sell shares of our stock at above-market prices.

WE DO NOT INTEND TO PAY, AND HAVE RESTRICTIONS UPON OUR ABILITY TO PAY,
DIVIDENDS ON OUR COMMON STOCK.

     We have not paid cash dividends in the past and do not intend to pay
dividends on our common stock in the foreseeable future. We currently intend to
retain any earnings for the future operation and development of our business.
Our ability to make dividend payments in the future will be dependent on our
future performance and liquidity. In addition, our credit facility contains
restrictions on our ability to pay cash dividends on our capital stock,
including the common stock.


                           FORWARD-LOOKING STATEMENTS

     This prospectus and the documents we incorporate by reference herein
include "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements other than statements of historical facts included in this
prospectus and the documents we incorporate by reference herein, including
statements regarding production targets, anticipated production rates, planned
capital expenditures, the availability of capital resources to fund capital
expenditures, estimates of proved reserves, wells planned to be drilled in the
future, our financial position, business strategy and other plans and objectives
for future operations, are forward-looking statements. Although we believe that
the expectations reflected in these forward-looking statements are reasonable,
these statements are based upon assumptions and anticipated results that are
subject to numerous uncertainties. Actual results may very significantly from
those anticipated due to many factors, including:

     o    drilling results;

     o    oil and gas prices;

     o    industry conditions;

     o    the prices of goods and services;

     o    the availability of drilling rigs and other support services; and

     o    the availability of capital resources.

     The information contained in this prospectus and the documents incorporated
by reference into this prospectus, identify additional factors that could affect
our operating results and performance. We urge you to carefully consider those
factors.

     All forward-looking statements attributable to our company are expressly
qualified in their entirety by this cautionary statement.

                                 USE OF PROCEEDS

         Newfield will not receive any proceeds from the sale of the shares of
common stock by the selling stockholders named herein.

                              SELLING STOCKHOLDERS

         On February 10, 2000, our company's board of directors adopted, subject
to stockholder approval, the Newfield Exploration Company 2000 Non-Employee
Director Plan. The terms of this plan are substantially identical to the terms
of the Newfield Exploration Company 1995 Non-Employee Director Plan. As a result
of the


                                       6
<PAGE>   10

approval of the 2000 plan by stockholders at our 2000 annual meeting of
stockholders, the 1995 plan was terminated and each non-employee director of our
company in office immediately after the annual meeting (other than Thomas G.
Ricks, who elected to not receive a grant because of restrictions imposed by his
employer) was granted 750 restricted shares of our common stock pursuant to the
2000 plan.

         On January 23, 2001, we acquired Lariat Petroleum, Inc. by merging
Lariat into a newly formed, wholly owned subsidiary of our company, Newfield
Exploration Mid-Continent Inc. ("Mid-Continent"). In connection with the merger
and in consideration of such persons continued employment after the merger in
the same capacities with Mid-Continent and Raymond A. Foutch's election as Vice
President - Mid-Continent of our company, Mr. Foutch, formerly President and
Chief Executive Officer of Lariat, Patrick J. Curth, formerly Vice President,
Exploration of Lariat, and Oran L. Hall, formerly Vice President, Operations of
Lariat, were granted 25,000, 10,000 and 10,000 restricted shares of our common
stock, respectively, pursuant to the Newfield Exploration Company 2000 Omnibus
Stock Plan.

     The offer and resale of the restricted shares of our common stock described
above are being made pursuant to this prospectus because the Form S-8
Registration Statement of which this prospectus is a part had not been filed
with the SEC at the time such shares were issued.

     This information in the table below is as of January 31, 2001 and is based
upon information provided by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors.

<TABLE>
<CAPTION>
                                             Number of                             Number of
                                              Shares                                Shares
                                           Beneficially         Number of         Beneficially        Percentage of
                                          Owned Prior to       Shares Being       Owned After          Outstanding
Name of Selling Stockholder                  Offering            Offered          Offering(1)           Shares(2)
---------------------------               --------------       ------------       ------------        -------------
<S>                                       <C>                  <C>                <C>                 <C>
Philip J. Burguieres                           4,147                  750(3)             3,397             *
Charles W. Duncan, Jr.                       620,295                  750(3)           619,545            1.4%
Dennis R. Hendrix                             19,416                  750(3)            18,666             *
Terry Huffington                             273,089                  750(3)           272,339             *
Howard H. Newman                           1,929,040(4)               750(3)         1,928,290(4)         4.3%
Estate of John C. Sawhill and                 67,147                  750(3)            66,397             *
   the distributes thereof(5)
C. F. Shultz                                  10,705                  750(3)             9,955             *
Raymond A. Foutch                             51,158               25,000(6)            26,158             *
Patrick J. Curth                              10,103               10,000(6)               103             *
Oran L. Hall                                  10,000               10,000(6)                --             *
</TABLE>


(1)  The beneficial ownership in this column assumes that each selling
     stockholder sells all of the shares offered by this prospectus that are
     beneficially owned by such selling stockholder and that prior to the sale
     of such shares such selling stockholder does not acquire additional shares
     or dispose of shares beneficially owned by such stockholder that are not
     being offered pursuant to this prospectus. A selling stockholder may sell
     none, some or all of the shares, including the shares offered by this
     prospectus, beneficially owned by such selling stockholder or acquire
     additional shares. We cannot predict when or in what amounts a selling
     stockholder may sell any of the shares offered by this prospectus or any
     other shares beneficially owned by such selling stockholder or acquire
     additional shares.

(2)  The asterisk indicates ownership of less than 1% of the outstanding shares
     of our common stock.


                                       7
<PAGE>   11

(3)  Represents restricted shares granted on May 4, 2000 pursuant to the
     Newfield Exploration Company 2000 Non-Employee Director Restricted Stock
     Plan.

(4)  Warburg, Pincus Ventures, L.P. ("Warburg") is the owner of 1,864,735 of the
     shares indicated as beneficially owned by Mr. Newman and are included
     because of Mr. Newman's affiliation with Warburg. The sole general partner
     of Warburg is Warburg, Pincus & Co., a New York general partnership ("WP").
     E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW
     LLC"), manages Warburg. The members of EMW LLC are substantially the same
     as the partners of WP. Lionel I. Pincus is the managing partner of WP and
     the managing member of EMW LLC and may be deemed to control both WP and EMW
     LLC. Mr. Newman is a Managing Director and a member of EMW LLC and a
     general partner of WP. As such, Mr. Newman may be deemed to have an
     indirect pecuniary interest (within the meaning of Rule 16a-1 under the
     Securities Exchange Act of 1934) in an indeterminate portion of the shares
     owned by Warburg. Mr. Newman disclaims beneficial ownership of the shares
     owned by Warburg within the meaning o Rule 13d-3 under the Exchange Act of
     1934.

(5)  John C. Sawhill was a non-employee director of our company until his death
     on May 18, 2000. As a result of his death, the restrictions on the shares
     granted to him on May 4, 2000 pursuant to the Newfield Exploration Company
     2000 Non-Employee Director Restricted Stock Plan have lapsed.

(6)  Represents restricted shares granted on January 23, 2001 pursuant to the
     Newfield Exploration Company 2000 Omnibus Stock Plan.

         As noted above, each of Messrs. Burguieres, Duncan and Hendrix, Ms.
Huffington and Messrs. Newman and Shultz are directors of our company. In
addition, Mr. Foutch is Vice President - Mid-Continent of our company and
President and Chief Executive Officer of Mid-Continent, a wholly owned
subsidiary of our company, Mr. Curth is Vice President, Exploration of
Mid-Continent and Mr. Hall is Vice President, Operations of Mid-Continent.

     All expenses of registration of the shares are being borne by Newfield, but
all selling and other expenses incurred by the selling stockholders will be
borne by the selling stockholders.

                              PLAN OF DISTRIBUTION

     Some of the shares offered by this prospectus are subject to restrictions
under the Newfield Exploration Company Non-Employee Director Restricted Stock
Plan or the Newfield Exploration Company 2000 Omnibus Stock Plan. In addition,
our officers, directors and employers may be subject to certain restrictions
under our company policies or applicable securities laws. Subject to those
restrictions, sales of shares by the selling stockholders referred to in this
prospectus may be made from time to time in one or more transactions, on the New
York Stock Exchange, in the over-the-counter market or any other exchange or
quotation system on which shares of our common stock may be listed or quoted, in
negotiated transactions or in a combination of any such methods of sale, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The shares may be offered directly, to or through underwriters or agents
designated from time to time or to or through brokers or dealers, or through any
combination of these methods of sale. The methods by which the shares may be
sold include:

     o    a block trade (which may involve crosses) in which the broker or
          dealer will attempt to sell the securities as agent but may position
          and resell a portion of the block as principal to facilitate the
          transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its own account pursuant to this prospectus;

     o    exchange distributions or secondary distributions in accordance with
          the rules of the New York Stock Exchange;

     o    ordinary brokerage transactions and transactions in which the broker
          solicits purchasers;

     o    firm commitment or best efforts underwritings; and

     o    privately negotiated transactions.

     An underwriter, agent, broker or dealer may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of the shares for whom such broker-dealers may act as


                                       8
<PAGE>   12

agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). A member
firm of an exchange on which our common stock is traded may be engaged to act as
a selling stockholder's agent in the sale of shares by such selling stockholder.

     In connection with distributions of the shares registered hereunder or
otherwise, the selling stockholders may enter into hedging transactions with
brokers or dealers or other financial institutions with respect to our common
stock. In connection with such transactions, such brokers or dealers or other
financial institutions may engage in short sales of our common stock in the
course of hedging the positions they assume with the selling stockholders. Such
hedging transactions may require or permit the selling stockholders to deliver
the shares to such brokers or dealers or other financial institutions to settle
such hedging transactions. The selling stockholders may also sell our common
stock short and deliver the shares to close out such short positions. If so
required by applicable law, this prospectus, as amended or supplemented, may be
used to effect:

     o    the short sales of our common stock referred to above;

     o    the sale or other disposition by the brokers or dealers or other
          financial institutions of any shares they receive pursuant to the
          hedging transactions referred to above; or

     o    the delivery by the selling stockholders of shares to close out short
          positions.

     The selling stockholders may also pledge the shares registered hereunder to
a broker or dealer or other financial institution and, upon a default, such
broker or dealer or other financial institution may effect sales of the pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholders may also donate the shares registered
hereunder to a third party and such donee may effect sales of the shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares covered by this prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus. The foregoing description in this
paragraph is subject to a selling stockholder's compliance with Section 16(c) of
the Securities Exchange Act of 1934, to the extent and during such periods as
Section 16(c) is applicable to such selling stockholder.

     The selling stockholders and any underwriters, brokers, dealers, agents or
others that participate with the selling stockholders in the distribution of the
shares offered by this prospectus may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any underwriting discounts,
commissions or fees received by such persons and any profit on the resale of the
shares purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.

     There can be no assurance that any of the selling stockholders will sell
any or all of the shares offered hereby.

                             VALIDITY OF SECURITIES

     The validity of the shares offered by this prospectus has been passed upon
for Newfield by Vinson & Elkins L.L.P., Houston, Texas.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended December 31, 1999, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.


                                       9
<PAGE>   13

     Our common stock is listed on the New York Stock Exchange under the symbol
"NFX." Our reports, proxy statements and other information may be read and
copied at the New York Stock Exchange at 30 Broad Street, New York, New York
10005.

     The SEC allows our company to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities or until we terminate this offering:

     o    our annual report on Form 10-K for the year ended December 31, 1999;

     o    our quarterly reports on Form 10-Q for the quarters ended March 31,
          2000, June 30, 2000 and September 30, 2000;

     o    our current reports on Form 8-K filed on March 9, 2000 and January 8,
          2001 and our amended current report on Form 8-K/A filed on May 5,
          2000;

     o    the description of our common stock contained in our Form 8-A
          registration statement filed on November 4, 1993; and

     o    the description of our preferred share purchase rights contained in
          our Form 8-A registration statement filed on February 18, 1999.

     You may request a copy of these filings at no cost, by writing us at the
following address or telephoning us at the following number:

                          Newfield Exploration Company
                        Attention: Stockholder Relations
                         363 N. Sam Houston Parkway E.,
                                   Suite 2020
                              Houston, Texas 77060
                                 (281) 847-6000

You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus, any prospectus supplement or any
document incorporated by reference is accurate as of any date other than the
date of those documents.


                                       10
<PAGE>   14

                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the registrant (File No. 1-125341) with
the Securities and Exchange Commission (the "SEC") pursuant to Section 12 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference and made a part of this registration statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1999, (b) (i)
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2000,
June 30, 2000 and September 30, 2000 and (ii) Current Reports on Form 8-K filed
with the SEC on March 9, 2000 and January 8, 2001 and amended Current Report on
Form 8-K/A filed with the SEC on May 5, 2000 and (c) (i) the description of the
registrant's common stock contained in the Form 8-A Registration Statement filed
with the SEC on November 4, 1993 and (ii) the description of the registrant's
preferred share purchase rights contained in the Form 8-A Registration Statement
filed with the SEC on February 18, 1999.

     All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
registration statement, will be deemed to be incorporated by reference herein
and to be a part of this document from the date of filing of such documents
until all of the securities offered pursuant to this registration statement are
sold or the offering pursuant to this registration statement is terminated. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in any other subsequently filed document that also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this registration statement, except as so modified or superseded.

     The financial statements incorporated in this registration statement by
reference to the registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") authorizes a corporation, under certain circumstances, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that the person is or was an
officer or director of such corporation, or is or was serving at the request of
that corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to any criminal action or proceeding, such
indemnification is available if he had no reasonable cause to believe his
conduct was unlawful.

     Article Seventh of the registrant's Second Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), together with
Article VI of the registrant's Restated Bylaws, as amended (the "Bylaws"),
provide


                                      II-1
<PAGE>   15

for indemnification of each person who is or was made a party to any actual or
threatened civil, criminal, administrative or investigative action, suit or
proceeding because such person is, was or has agreed to become an officer or
director of the registrant or is a person who is or was serving or has agreed to
serve at the request of the registrant as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
corporation or of a partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise to the fullest extent permitted by the
DGCL as it existed at the time the indemnification provisions of the Certificate
of Incorporation and Bylaws were adopted or as may be thereafter amended.
Article VI expressly provides that it is not the exclusive method of
indemnification.

     Section 145 of the DGCL also empowers a corporation to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of such corporation against liability asserted against or incurred by him in any
such capacity, whether or not such corporation would have the power to indemnify
such officer or director against such liability under the provisions of Section
145.

     Article Seventh of the Certificate of Incorporation and Article VI of the
Bylaws also provide that the registrant may maintain insurance, at the
registrant's expense, to protect the registrant and any director, officer,
employee or agent of the registrant or of another entity against any expense,
liability, or loss, regardless of whether the registrant would have the power to
indemnify such person against such expense, liability or loss under the DGCL.

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (d) for any transaction from which the director derived
improper personal benefit. Article Seventh of the Certificate of Incorporation
contains such a provision.

         Howard H. Newman, a director of the registrant and a Managing Director
and a member of E.M. Warburg, Pincus & Co., LLC and a general partner of
Warburg, Pincus & Co., is indemnified by affiliates of E.M. Warburg, Pincus &
Co., LLC and Warburg, Pincus & Co. against certain liabilities that he may incur
as a result of his serving as directors of the registrant.

         Thomas G. Ricks, a director of the registrant and President and Chief
Executive Officer of the University of Texas Investment Management Company
("UTIMCO"), is indemnified by UTIMCO against certain liabilities that he may
incur as a result of his serving as a director of the registrant.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The 50,250 restricted shares of common stock to be reoffered or resold
pursuant to this registration statement were issued in transactions by the
registrant not involving any public offering that were exempt from the
provisions of Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) of the Securities Act. Of such
shares, 45,000 were granted pursuant to the Newfield Exploration Company 2000
Omnibus Stock Plan to three former executive officers of Lariat Petroleum, Inc.
("Lariat"), which was acquired by the registrant by the merger of Lariat with
and into a wholly owned subsidiary of the registrant, as an incentive for such
executive officers to remain in such capacities with such wholly owned
subsidiary of the registrant. Restricted shares were not offered to any other
former officer or employee of Lariat. The remaining 5,250 shares were granted to
the non-employee directors (other than one non-employee director who elected not
to receive a grant) of the registrant pursuant to the Newfield Exploration
Company 2000 Non-Employee Director Restricted Stock Plan. Only non-employee
directors of the registrant are eligible to receive grants of restricted shares
pursuant to such plan and such grants are automatic and based on a formula set
forth in such plan unless a non-employee director elects in advance to not
receive a grant.


                                      II-2
<PAGE>   16

ITEM 8.  EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the registrant with the SEC, each of the following exhibits is
filed herewith:

         4.1.1    Newfield Exploration Company 2000 Omnibus Stock Plan
                  (incorporated by reference to Exhibit 10.20 to the
                  registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 (File No. 1-125341))

         4.2      Newfield Exploration Company 2000 Non-Employee Director
                  Restricted Stock Plan (incorporated by reference to Exhibit
                  10.18 to the registrant's Annual Report on Form 10-K for the
                  year ended December 31, 1999 (File No. 1-125341))

         4.3      Newfield Exploration Company 2001 Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 10.19 to the
                  registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 (File No. 1-125341))

         4.4.1    Second Restated Certificate of Incorporation of the registrant
                  (incorporated by reference to Exhibit 3.1 to the registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1999 (File No. 1-125341))

         4.4.2    Certificate of Amendment to Second Restated Certificate of
                  Incorporation of the registrant dated May 15, 1997
                  (incorporated by reference to Exhibit 3.1.1 to the
                  registrant's Registration Statement on Form S-3 (Registration
                  No. 333-32582))

         4.4.3    Certificate of Designation of Series A Junior Participating
                  Preferred Stock (incorporated by reference to Exhibit 3.5 to
                  the registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998 (File No. 1-125341))

         4.5      Restated Bylaws of the registrant as amended by Amendment No.
                  1 thereto adopted January 1, 2000 (incorporated by reference
                  to Exhibit 3.3 to the registrant's Annual Report on Form 10-K
                  for the year ended December 31, 1999 (File No. 1-125341))

         4.6      Rights Agreement, dated as of February 12, 1999, between the
                  registrant and ChaseMellon Shareholder Services L.L.C. as
                  Rights Agent, specifying the terms of the Rights to Purchase
                  Series A Junior Participating Preferred Stock of the
                  registrant (incorporated by reference to Exhibit 1 to the
                  registrant's Registration Statement on Form 8-A filed with the
                  SEC on February 18, 1999 (File No. 1-125341))

         5.1      Opinion of Vinson & Elkins L.L.P.

         23.1     Consent of PricewaterhouseCoopers LLP

         23.2     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

         24.1     Powers of Attorney (included on the signature pages to this
                  registration statement)

                                  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

              (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act;


                                      II-3
<PAGE>   17

              (ii) to reflect in the prospectus any facts or events arising
         after the effective date of this registration statement (or the most
         recent post-effective amendment hereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this registration statement; and

              (iii) to include any material information with respect to the plan
         of distribution not previously disclosed in this registration statement
         or any material change to such information in this registration
         statement;

     provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this registration statement;

         (b) that, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

         (c) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering;

         (d) that, for the purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and

         (e) insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable. If a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.


                                      II-4
<PAGE>   18

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 5th day of February,
2001.



                              By: /s/ TERRY W. RATHERT
                                  ----------------------------------------------
                                  Terry W. Rathert
                                  Vice President and Chief Financial Officer


     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry W. Rathert and C. William Austin,
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-8 Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 5th day of February, 2001.

<TABLE>
<CAPTION>
          SIGNATURE                               TITLE
          ---------                               -----
<S>                                   <C>
      /s/ DAVID A. TRICE              President and Chief Executive Officer
---------------------------------     (Principal Executive Officer)
      David A. Trice


      /s/ TERRY W. RATHERT            Vice President and Chief Financial Officer
---------------------------------     (Principal Financial Officer)
      Terry W. Rathert


      /s/ RONALD P. LEGE              Controller
---------------------------------     (Principal Accounting Officer)
      Ronald P. Lege


                                      Director
---------------------------------
      Joe B. Foster


      /s/ PHILIP J. BURGUIERES        Director
---------------------------------
      Philip J. Burguieres


                                      Director
---------------------------------
      Charles W. Duncan


      /s/ DENNIS R. HENDRIX           Director
---------------------------------
      Dennis R. Hendrix
</TABLE>
<PAGE>   19

<TABLE>
<S>                                   <C>
      /s/ TERRY HUFFINGTON            Director
---------------------------------
      Terry Huffington


      /s/ HOWARD H. NEWMAN            Director
---------------------------------
      Howard H. Newman


                                      Director
---------------------------------
      Thomas G. Ricks


      /s/ C.E. SHULTZ                 Director
---------------------------------
      C.E. Shultz


      /s/ ROBERT W. WALDRUP           Director
---------------------------------
      Robert W. Waldrup
</TABLE>

<PAGE>   20

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER   DESCRIPTION
     -------  -----------
<S>           <C>
     4.1.1    Newfield Exploration Company 2000 Omnibus Stock Plan (incorporated
              by reference to Exhibit 10.20 to the registrant's Annual Report on
              Form 10-K for the year ended December 31, 1999 (File No.
              1-125341))

     4.2      Newfield Exploration Company 2000 Non-Employee Director Restricted
              Stock Plan (incorporated by reference to Exhibit 10.18 to the
              registrant's Annual Report on Form 10-K for the year ended
              December 31, 1999 (File No. 1-125341))

     4.3      Newfield Exploration Company 2001 Employee Stock Purchase Plan
              (incorporated by reference to Exhibit 10.19 to the registrant's
              Annual Report on Form 10-K for the year ended December 31, 1999
              (File No. 1-125341))

     4.4.1    Second Restated Certificate of Incorporation of the registrant
              (incorporated by reference to Exhibit 3.1 to the registrant's
              Annual Report on Form 10-K for the year ended December 31, 1999
              (File No. 1-125341))

     4.4.2    Certificate of Amendment to Second Restated Certificate of
              Incorporation of the registrant dated May 15, 1997 (incorporated
              by reference to Exhibit 3.1.1 to the registrant's Registration
              Statement on Form S-3 (Registration No. 333-32582))

     4.4.3    Certificate of Designation of Series A Junior Participating
              Preferred Stock (incorporated by reference to Exhibit 3.5 to the
              registrant's Annual Report on Form 10-K for the year ended
              December 31, 1998 (File No. 1-125341))

     4.5      Restated Bylaws of the registrant as amended by Amendment No. 1
              thereto adopted January 1, 2000 (incorporated by reference to
              Exhibit 3.3 to the registrant's Annual Report on Form 10-K for the
              year ended December 31, 1999 (File No. 1-125341))

     4.6      Rights Agreement, dated as of February 12, 1999, between the
              registrant and ChaseMellon Shareholder Services L.L.C. as Rights
              Agent, specifying the terms of the Rights to Purchase Series A
              Junior Participating Preferred Stock of the registrant
              (incorporated by reference to Exhibit 1 to the registrant's
              Registration Statement on Form 8-A filed with the SEC on February
              18, 1999 (File No. 1-125341))

     5.1      Opinion of Vinson & Elkins L.L.P.

     23.1     Consent of PricewaterhouseCoopers LLP

     23.2     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1     Powers of Attorney (included on the signature pages to this
              registration statement)
</TABLE>
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1

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2001
                                                REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                          NEWFIELD EXPLORATION COMPANY
             (Exact name of registrant as specified in its charter)

              DELAWARE                                      72-1133047
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                     363 N. SAM HOUSTON PKWY E., SUITE 2020
                              HOUSTON, TEXAS 77060
          (Address of principal executive offices, including zip code)

                                   ----------

              NEWFIELD EXPLORATION COMPANY 2000 OMNIBUS STOCK PLAN
  NEWFIELD EXPLORATION COMPANY 2000 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK PLAN
         NEWFIELD EXPLORATION COMPANY 2001 EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plans)

                                TERRY W. RATHERT
                   VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
                          NEWFIELD EXPLORATION COMPANY
                     363 N. SAM HOUSTON PKWY E., SUITE 2020
                              HOUSTON, TEXAS 77060
                     (Name and address of agent for service)

                                 (281) 847-6000
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                                 James H. Wilson
                             Vinson & Elkins L.L.P.
                       2300 First City Tower, 1001 Fannin
                            Houston, Texas 77002-6760
                                 (713) 758-2222

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                          PROPOSED MAXIMUM       PROPOSED MAXIMUM       AMOUNT OF
         TITLE OF SECURITIES            AMOUNT TO BE       OFFERING PRICE       AGGREGATE OFFERING     REGISTRATION
          TO BE REGISTERED               REGISTERED          PER SHARE*               PRICE*               FEE
--------------------------------------------------------------------------------------------------------------------
common stock (including attached
preferred share purchase rights)     2,250,000 shares           $33.47               $75,307,500          $18,827
====================================================================================================================
*  Estimated, solely for the purposes of calculating the registration fee, in
   accordance with Rule 457(h) under the Securities Act of 1933 on the basis of
   the price of securities of the same class, as determined in accordance with
   Rule 457(c), using the average of the high and low sales prices as reported
   by New York Stock Exchange for the common stock on February 1, 2001.

================================================================================
2
PROSPECTUS

                                  50,250 SHARES

                          NEWFIELD EXPLORATION COMPANY
                                  COMMON STOCK

                                   ----------

     This prospectus relates to the offer and sale from time to time of up to an
aggregate of 50,250 shares of our common stock for the account of our
stockholders named in this prospectus. A selling stockholder may sell none, some
or all of the shares offered by this prospectus. We cannot predict when or in
what amounts a selling stockholder may sell any of the shares offered by this
prospectus. We will not receive any of the proceeds from the sale of shares by
the selling stockholders. Our common stock is listed on the New York Stock
Exchange under the symbol "NFX." On February 5, 2001, the last reported sales
price for our common stock was $36.03 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS.  SEE "RISK FACTORS" ON PAGE 1.

                                   ----------

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

                                   ----------

                    THIS PROSPECTUS IS DATED FEBRUARY 6, 2001
3

                                TABLE OF CONTENTS
ABOUT NEWFIELD EXPLORATION COMPANY................................................................................1
RISK FACTORS......................................................................................................1
FORWARD-LOOKING STATEMENTS........................................................................................6
USE OF PROCEEDS...................................................................................................6
SELLING STOCKHOLDERS..............................................................................................6
PLAN OF DISTRIBUTION..............................................................................................8
VALIDITY OF SECURITIES............................................................................................9
EXPERTS...........................................................................................................9
WHERE YOU CAN FIND MORE INFORMATION...............................................................................9
----------

                                       i
4

                       ABOUT NEWFIELD EXPLORATION COMPANY

     Newfield is an independent oil and gas company engaged in the exploration,
development and acquisition of crude oil and natural gas properties. We were
founded in 1989 and acquired our first oil and gas reserves in 1990. Since that
time, we have grown rapidly. Our initial focus area was the Gulf of Mexico. Over
the last several years we have expanded our areas of operation to include the
U.S. onshore Gulf Coast, offshore Australia and China's Bohai Bay.

     Our executive offices are located at 363 N. Sam Houston Parkway E., Suite
2020, Houston, Texas 77060, and our telephone number is (281) 847-6000.

                                  RISK FACTORS

     Investing in our common stock will provide you with an equity ownership in
Newfield. As one of our stockholders, you will be subject to risks inherent in
our business. The trading price of your shares will be affected by the
performance of our business relative to, among other things, competition, market
conditions and general economic and industry conditions. The value of your
investment may decrease, resulting in a loss. You should carefully consider the
following factors as well as other information contained in this prospectus and
the documents incorporated by reference herein before deciding to invest in
shares of our common stock.

OIL AND GAS PRICES FLUCTUATE WIDELY, AND LOW PRICES FOR AN EXTENDED PERIOD OF
TIME ARE LIKELY TO HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS.

     Our revenues, profitability and future growth depend substantially on
prevailing prices for oil and gas. These prices also affect the amount of cash
flow available for capital expenditures and our ability to borrow and raise
additional capital. The amount we can borrow under our credit facility is
subject to periodic redeterminations based in part on changing expectations of
future prices. Lower prices may also reduce the amount of oil and gas that we
can economically produce.

     Prices for oil and gas fluctuate widely. Among the factors that may cause
fluctuations are:

     o    the domestic and foreign supply of oil and natural gas;

     o    weather conditions;

     o    the price of foreign imports;

     o    world-wide economic conditions;

     o    political conditions in oil and gas producing regions;

     o    the level of consumer demand;

     o    domestic and foreign governmental regulations; and

     o    the price and availability of alternative fuels.

     We use hedging transactions with respect to a portion of our oil and gas
production to achieve more predictable cash flow and to reduce our exposure to
price fluctuations. While the use of hedging transactions limits the downside
risk of price declines, their use may also limit future revenues from price
increases. Please read our most recently filed annual report on Form 10-K or
quarterly report on Form 10-Q for a more detailed discussion of our hedging
program.
5

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO REPLACE RESERVES THAT WE PRODUCE.

     Our future success depends on our ability to find, develop and acquire oil
and gas reserves that are economically recoverable. As is generally the case in
the Gulf Coast region, our producing properties in that region usually have high
initial production rates, followed by steep declines in production. As a result,
we must locate and develop or acquire new oil and gas reserves to replace those
being depleted by production. We must do this even during periods of low oil and
gas prices when it may be difficult to raise the capital necessary to finance
these activities. Without successful exploration or acquisition activities, our
reserves, production and revenues will decline rapidly. We cannot assure you
that we will be able to find and develop or acquire additional reserves at an
acceptable cost.

SUBSTANTIAL CAPITAL IS REQUIRED TO REPLACE AND GROW RESERVES.

     We make, and will continue to make, substantial expenditures to find,
develop, acquire and produce oil and gas reserves. We believe that we will have
sufficient cash provided by operating activities and borrowings under our credit
facility to fund planned capital expenditures in 2001. If, however, lower oil
and gas prices or operating difficulties result in our cash flow from operations
being less than expected or limit our ability to borrow under our credit
facility, we may be unable to expend the capital necessary to undertake or
complete our drilling program unless we raise additional funds through debt or
equity financings. We cannot assure you that debt or equity financing, cash
generated by operations or borrowing capacity will be available to meet these
requirements.

RESERVE ESTIMATES ARE INHERENTLY UNCERTAIN AND DEPEND ON MANY ASSUMPTIONS THAT
MAY TURN OUT TO BE INACCURATE.

     Estimating accumulations of oil and gas is complex and is not an exact
science because of the numerous uncertainties inherent in the process. The
process relies on interpretations of available geologic, geophysic, engineering
and production data. The extent, quality and reliability of this technical data
can vary. The process also requires certain economic assumptions, some of which
are mandated by the Securities and Exchange Commission, such as oil and gas
prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds. The accuracy of a reserve estimate is a function of:

     o    the quality and quantity of available data;

     o    the interpretation of that data;

     o    the accuracy of various mandated economic assumptions; and

     o    the judgment of the persons preparing the estimate.

Our proved reserve information incorporated by reference in this prospectus is
based on estimates we prepared. Estimates prepared by others might differ
materially from our estimates.

     Actual future production, oil and gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas
reserves most likely will vary from our estimates. Any significant variance
could materially affect the quantities and present value of our reserves. In
addition, we may adjust estimates of proved reserves to reflect production
history, results of exploration and development and prevailing oil and gas
prices. Our reserves may also be susceptible to drainage by operators on
adjacent properties.

     You should not assume that the present value of future net cash flows
incorporated by reference in this prospectus is the current market value of our
estimated proved oil and gas reserves. In accordance with SEC requirements, we
generally base the estimated discounted future net cash flows from proved
reserves on prices and costs on the date of the estimate. Actual future prices
and costs may be materially higher or lower than the prices and costs as of the
date of the estimate.

                                       2
6

IF OIL AND GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITEDOWNS.

     There is a risk that we will be required to writedown the carrying value of
our oil and gas properties when oil and gas prices are low or if we have
substantial downward adjustments to our estimated proved reserves, increases in
our estimates of development costs or deterioration in our exploration results.

     We capitalize the costs to acquire, find and develop our oil and gas
properties. Under the full cost accounting method we use, the net capitalized
costs of our oil and gas properties may not exceed the present value of
estimated future net cash flows from proved reserves, using period end oil and
gas prices and a 10% discount factor, plus the lower of cost or fair market
value of unproved properties. If net capitalized costs of our oil and gas
properties exceed this limit, we must charge the amount of this excess to
earnings. This type of charge will not affect our cash flow from operating
activities, but it will reduce the book value of our stockholders' equity. We
review the carrying value of our properties quarterly, based on prices in effect
as of the end of each quarter or as of the time of reporting our results. The
carrying value of oil and gas properties is computed on a country-by-country
basis. Therefore, while our properties in one country may be subject to a
writedown, our properties in other countries could be unaffected. Once incurred,
a writedown of oil and gas properties is not reversible at a later date even if
oil or gas prices increase.

     Primarily because of low oil and gas prices, we recorded a writedown of the
carrying value of our properties for the year ended December 31, 1998 in the
amount of $105 million. Although the prices of oil and gas have recently
recovered, we cannot assure you that we will not be required to take additional
writedowns in future periods.

WE MAY BE SUBJECT TO RISKS IN CONNECTION WITH FUTURE ACQUISITIONS.

     The successful acquisition of producing properties requires an assessment
of several factors, including:

     o    recoverable reserves;

     o    future oil and gas prices;

     o    operating costs; and

     o    potential environmental and other liabilities.

     The accuracy of these assessments is inherently uncertain. In connection
with these assessments, we perform a review of the subject properties that we
believe to be generally consistent with industry practices, which usually
includes on-site inspections and the review of reports filed with the Mineral
Management Service of the United States Department of the Interior for
environmental compliance. Our review will not reveal all existing or potential
problems nor will it permit us to become sufficiently familiar with the
properties to fully assess their deficiencies and capabilities. Inspections may
not always be performed on every platform or well, and structural and
environmental problems are not necessarily observable even when an inspection is
undertaken. Even when problems are identified, the seller may be unwilling or
unable to provide effective contractual protection against all or part of the
problems. We are often not entitled to contractual indemnification for
environmental liabilities and acquire structures on a property on an "as is"
basis.

COMPETITIVE INDUSTRY CONDITIONS MAY NEGATIVELY AFFECT OUR ABILITY TO CONDUCT
OPERATIONS.

     Competition in the oil and gas industry is intense, particularly with
respect to the acquisition of producing properties and proved undeveloped
acreage. Major and independent oil and gas companies actively bid for desirable
oil and gas properties, as well as for the equipment and labor required to
operate and develop these properties. Many of our competitors have financial
resources that are substantially greater than ours, which may adversely affect
our ability to compete with these companies.

DRILLING IS A HIGH-RISK ACTIVITY.

     Our future success will depend on the success of our drilling program. In
addition to the numerous operating risks described in more detail below, these
activities involve the risk that no commercially productive oil or gas
reservoirs will be discovered. In addition, we often are uncertain as to the
future cost or timing of drilling,

                                       3
7

completing and producing wells. Furthermore, our drilling operations may be
curtailed, delayed or canceled as a result of a variety of factors, including:

     o    unexpected drilling conditions;

     o    pressure or irregularities in formations;

     o    equipment failures or accidents;

     o    adverse weather conditions;

     o    compliance with governmental requirements; and

     o    shortages or delays in the availability of drilling rigs and the
          delivery of equipment.

THE OIL AND GAS BUSINESS INVOLVES MANY OPERATING RISKS THAT CAN CAUSE
SUBSTANTIAL LOSSES; INSURANCE MAY NOT PROTECT US AGAINST ALL THESE RISKS.

     The oil and gas business involves a variety of operating risks, including:

     o    fires;

     o    explosions;

     o    blow-outs;

     o    uncontrollable flows of oil, gas, formation water or drilling fluids;

     o    natural disasters;

     o    pipe or cement failures;

     o    casing collapses;

     o    embedded oilfield drilling and service tools;

     o    abnormally pressured formations; and

     o    environmental hazards such as oil spills, natural gas leaks, pipeline
          ruptures and discharges of toxic gases.

     If any of these events occur, we could incur substantial losses as a result
of:

     o    injury or loss of life;

     o    severe damage to and destruction of property, natural resources and
          equipment;

     o    pollution and other environmental damage;

     o    clean-up responsibilities;

     o    regulatory investigation and penalties;

     o    suspension of our operations; and

     o    repairs to resume operations.

     If we experience any of these problems, our ability to conduct operations
could be adversely affected.

     Offshore operations are subject to a variety of operating risks peculiar to
the marine environment, such as capsizing, collisions and damage or loss from
hurricanes or other adverse weather conditions. These conditions can cause
substantial damage to facilities and interrupt production. As a result, we could
incur substantial liabilities that could reduce or eliminate the funds available
for our drilling and development programs and acquisitions, or result in loss of
properties.

     We maintain insurance against some, but not all, of these potential risks
and losses. We may elect not to obtain insurance if we believe that the cost of
available insurance is excessive relative to the risks presented. In addition,
pollution and environmental risks generally are not fully insurable. If a
significant accident or other event occurs and is not fully covered by
insurance, it could adversely affect us.

                                       4
8

WE HAVE RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS.

     We continue to evaluate and pursue new opportunities for international
expansion in areas where we can use our core competencies. To date, we have
expanded our operations to Australia and China. If our exploratory drilling in
Australia and China is successful, we may make significant future investments in
these areas.

     Ownership of property interests and production operations in areas outside
the United States are subject to the various risks inherent in foreign
operations. These risks may include:

     o    currency restrictions and exchange rate fluctuations;

     o    loss of revenue, property and equipment as a result of expropriation,
          nationalization, war or insurrection;

     o    increases in taxes and governmental royalties;

     o    renegotiation of contracts with governmental entities and
          quasi-governmental agencies;

     o    change in laws and policies governing operations of foreign-based
          companies;

     o    labor problems; and

     o    other uncertainties arising out of foreign government sovereignty over
          our international operations.

     Our international operations may also be adversely affected by laws and
policies of the United States affecting foreign trade, taxation and investment.
In addition, in the event of a dispute arising from foreign operations, we may
be subject to the exclusive jurisdiction of foreign courts or may not be
successful in subjecting foreign persons to the jurisdiction of the courts of
the United States.

OTHER INDEPENDENT OIL AND GAS COMPANIES' LIMITED ACCESS TO CAPITAL MAY CHANGE
OUR EXPLORATION AND DEVELOPMENT PLANS.

     Many independent oil and gas companies have limited access to the capital
necessary to finance their activities. As a result, some of the other working
interest owners of our wells may be unwilling or unable to pay their share of
the costs of projects as they become due. These problems could cause us to
change, suspend or terminate our drilling and development plans with respect to
the affected project.

WE ARE SUBJECT TO COMPLEX LAWS THAT CAN AFFECT THE COST, MANNER OR FEASIBILITY
OF DOING BUSINESS.

     Exploration, development, production and sale of oil and gas are subject to
extensive federal, state, local and international regulation. We may be required
to make large expenditures to comply with environmental and other governmental
regulations. Matters subject to regulation include:

     o    discharge permits for drilling operations;

     o    drilling bonds;

     o    reports concerning operations;

     o    the spacing of wells;

     o    unitization and pooling of properties; and

     o    taxation.

     Under these laws, we could be liable for personal injuries, property
damage, oil spills, discharge of hazardous materials, remediation and clean-up
costs and other environmental damages. Failure to comply with these laws also
may result in the suspension or termination of our operations and subject us to
administrative, civil and criminal penalties. Moreover, these laws could change
in ways that substantially increase our costs. Any such liabilities, penalties,
suspensions, terminations or regulatory changes could materially adversely
affect our financial condition and results of operations.

                                       5
9

OUR CERTIFICATE OF INCORPORATION, STOCKHOLDERS RIGHTS AGREEMENT AND BYLAWS
CONTAIN PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL OF
OUR COMPANY.

     Our stockholders rights agreement, together with certain provisions of our
certificate of incorporation and bylaws, may make it more difficult to effect a
change in control of our company, to acquire us or to replace incumbent
management. These provisions could potentially deprive our stockholders of
opportunities to sell shares of our stock at above-market prices.

WE DO NOT INTEND TO PAY, AND HAVE RESTRICTIONS UPON OUR ABILITY TO PAY,
DIVIDENDS ON OUR COMMON STOCK.

     We have not paid cash dividends in the past and do not intend to pay
dividends on our common stock in the foreseeable future. We currently intend to
retain any earnings for the future operation and development of our business.
Our ability to make dividend payments in the future will be dependent on our
future performance and liquidity. In addition, our credit facility contains
restrictions on our ability to pay cash dividends on our capital stock,
including the common stock.

                           FORWARD-LOOKING STATEMENTS

     This prospectus and the documents we incorporate by reference herein
include "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
All statements other than statements of historical facts included in this
prospectus and the documents we incorporate by reference herein, including
statements regarding production targets, anticipated production rates, planned
capital expenditures, the availability of capital resources to fund capital
expenditures, estimates of proved reserves, wells planned to be drilled in the
future, our financial position, business strategy and other plans and objectives
for future operations, are forward-looking statements. Although we believe that
the expectations reflected in these forward-looking statements are reasonable,
these statements are based upon assumptions and anticipated results that are
subject to numerous uncertainties. Actual results may very significantly from
those anticipated due to many factors, including:

     o    drilling results;

     o    oil and gas prices;

     o    industry conditions;

     o    the prices of goods and services;

     o    the availability of drilling rigs and other support services; and

     o    the availability of capital resources.

     The information contained in this prospectus and the documents incorporated
by reference into this prospectus, identify additional factors that could affect
our operating results and performance. We urge you to carefully consider those
factors.

     All forward-looking statements attributable to our company are expressly
qualified in their entirety by this cautionary statement.

                                 USE OF PROCEEDS

         Newfield will not receive any proceeds from the sale of the shares of
common stock by the selling stockholders named herein.

                              SELLING STOCKHOLDERS

         On February 10, 2000, our company's board of directors adopted, subject
to stockholder approval, the Newfield Exploration Company 2000 Non-Employee
Director Plan. The terms of this plan are substantially identical to the terms
of the Newfield Exploration Company 1995 Non-Employee Director Plan. As a result
of the

                                       6
10

approval of the 2000 plan by stockholders at our 2000 annual meeting of
stockholders, the 1995 plan was terminated and each non-employee director of our
company in office immediately after the annual meeting (other than Thomas G.
Ricks, who elected to not receive a grant because of restrictions imposed by his
employer) was granted 750 restricted shares of our common stock pursuant to the
2000 plan.

         On January 23, 2001, we acquired Lariat Petroleum, Inc. by merging
Lariat into a newly formed, wholly owned subsidiary of our company, Newfield
Exploration Mid-Continent Inc. ("Mid-Continent"). In connection with the merger
and in consideration of such persons continued employment after the merger in
the same capacities with Mid-Continent and Raymond A. Foutch's election as Vice
President - Mid-Continent of our company, Mr. Foutch, formerly President and
Chief Executive Officer of Lariat, Patrick J. Curth, formerly Vice President,
Exploration of Lariat, and Oran L. Hall, formerly Vice President, Operations of
Lariat, were granted 25,000, 10,000 and 10,000 restricted shares of our common
stock, respectively, pursuant to the Newfield Exploration Company 2000 Omnibus
Stock Plan.

     The offer and resale of the restricted shares of our common stock described
above are being made pursuant to this prospectus because the Form S-8
Registration Statement of which this prospectus is a part had not been filed
with the SEC at the time such shares were issued.

     This information in the table below is as of January 31, 2001 and is based
upon information provided by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors.
Number of                             Number of
                                              Shares                                Shares
                                           Beneficially         Number of         Beneficially        Percentage of
                                          Owned Prior to       Shares Being       Owned After          Outstanding
Name of Selling Stockholder                  Offering            Offered          Offering(1)           Shares(2)
---------------------------               --------------       ------------       ------------        -------------
Philip J. Burguieres                           4,147                  750(3)             3,397             *
Charles W. Duncan, Jr.                       620,295                  750(3)           619,545            1.4%
Dennis R. Hendrix                             19,416                  750(3)            18,666             *
Terry Huffington                             273,089                  750(3)           272,339             *
Howard H. Newman                           1,929,040(4)               750(3)         1,928,290(4)         4.3%
Estate of John C. Sawhill and                 67,147                  750(3)            66,397             *
   the distributes thereof(5)
C. F. Shultz                                  10,705                  750(3)             9,955             *
Raymond A. Foutch                             51,158               25,000(6)            26,158             *
Patrick J. Curth                              10,103               10,000(6)               103             *
Oran L. Hall                                  10,000               10,000(6)                --             *
(1)  The beneficial ownership in this column assumes that each selling
     stockholder sells all of the shares offered by this prospectus that are
     beneficially owned by such selling stockholder and that prior to the sale
     of such shares such selling stockholder does not acquire additional shares
     or dispose of shares beneficially owned by such stockholder that are not
     being offered pursuant to this prospectus. A selling stockholder may sell
     none, some or all of the shares, including the shares offered by this
     prospectus, beneficially owned by such selling stockholder or acquire
     additional shares. We cannot predict when or in what amounts a selling
     stockholder may sell any of the shares offered by this prospectus or any
     other shares beneficially owned by such selling stockholder or acquire
     additional shares.

(2)  The asterisk indicates ownership of less than 1% of the outstanding shares
     of our common stock.

                                       7
11

(3)  Represents restricted shares granted on May 4, 2000 pursuant to the
     Newfield Exploration Company 2000 Non-Employee Director Restricted Stock
     Plan.

(4)  Warburg, Pincus Ventures, L.P. ("Warburg") is the owner of 1,864,735 of the
     shares indicated as beneficially owned by Mr. Newman and are included
     because of Mr. Newman's affiliation with Warburg. The sole general partner
     of Warburg is Warburg, Pincus & Co., a New York general partnership ("WP").
     E.M. Warburg, Pincus & Co., LLC, a New York limited liability company ("EMW
     LLC"), manages Warburg. The members of EMW LLC are substantially the same
     as the partners of WP. Lionel I. Pincus is the managing partner of WP and
     the managing member of EMW LLC and may be deemed to control both WP and EMW
     LLC. Mr. Newman is a Managing Director and a member of EMW LLC and a
     general partner of WP. As such, Mr. Newman may be deemed to have an
     indirect pecuniary interest (within the meaning of Rule 16a-1 under the
     Securities Exchange Act of 1934) in an indeterminate portion of the shares
     owned by Warburg. Mr. Newman disclaims beneficial ownership of the shares
     owned by Warburg within the meaning o Rule 13d-3 under the Exchange Act of
     1934.

(5)  John C. Sawhill was a non-employee director of our company until his death
     on May 18, 2000. As a result of his death, the restrictions on the shares
     granted to him on May 4, 2000 pursuant to the Newfield Exploration Company
     2000 Non-Employee Director Restricted Stock Plan have lapsed.

(6)  Represents restricted shares granted on January 23, 2001 pursuant to the
     Newfield Exploration Company 2000 Omnibus Stock Plan.

         As noted above, each of Messrs. Burguieres, Duncan and Hendrix, Ms.
Huffington and Messrs. Newman and Shultz are directors of our company. In
addition, Mr. Foutch is Vice President - Mid-Continent of our company and
President and Chief Executive Officer of Mid-Continent, a wholly owned
subsidiary of our company, Mr. Curth is Vice President, Exploration of
Mid-Continent and Mr. Hall is Vice President, Operations of Mid-Continent.

     All expenses of registration of the shares are being borne by Newfield, but
all selling and other expenses incurred by the selling stockholders will be
borne by the selling stockholders.

                              PLAN OF DISTRIBUTION

     Some of the shares offered by this prospectus are subject to restrictions
under the Newfield Exploration Company Non-Employee Director Restricted Stock
Plan or the Newfield Exploration Company 2000 Omnibus Stock Plan. In addition,
our officers, directors and employers may be subject to certain restrictions
under our company policies or applicable securities laws. Subject to those
restrictions, sales of shares by the selling stockholders referred to in this
prospectus may be made from time to time in one or more transactions, on the New
York Stock Exchange, in the over-the-counter market or any other exchange or
quotation system on which shares of our common stock may be listed or quoted, in
negotiated transactions or in a combination of any such methods of sale, at
fixed prices that may be changed, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated
prices. The shares may be offered directly, to or through underwriters or agents
designated from time to time or to or through brokers or dealers, or through any
combination of these methods of sale. The methods by which the shares may be
sold include:

     o    a block trade (which may involve crosses) in which the broker or
          dealer will attempt to sell the securities as agent but may position
          and resell a portion of the block as principal to facilitate the
          transaction;

     o    purchases by a broker or dealer as principal and resale by such broker
          or dealer for its own account pursuant to this prospectus;

     o    exchange distributions or secondary distributions in accordance with
          the rules of the New York Stock Exchange;

     o    ordinary brokerage transactions and transactions in which the broker
          solicits purchasers;

     o    firm commitment or best efforts underwritings; and

     o    privately negotiated transactions.

     An underwriter, agent, broker or dealer may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of the shares for whom such broker-dealers may act as

                                       8
12

agents or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer might be in excess of customary commissions). A member
firm of an exchange on which our common stock is traded may be engaged to act as
a selling stockholder's agent in the sale of shares by such selling stockholder.

     In connection with distributions of the shares registered hereunder or
otherwise, the selling stockholders may enter into hedging transactions with
brokers or dealers or other financial institutions with respect to our common
stock. In connection with such transactions, such brokers or dealers or other
financial institutions may engage in short sales of our common stock in the
course of hedging the positions they assume with the selling stockholders. Such
hedging transactions may require or permit the selling stockholders to deliver
the shares to such brokers or dealers or other financial institutions to settle
such hedging transactions. The selling stockholders may also sell our common
stock short and deliver the shares to close out such short positions. If so
required by applicable law, this prospectus, as amended or supplemented, may be
used to effect:

     o    the short sales of our common stock referred to above;

     o    the sale or other disposition by the brokers or dealers or other
          financial institutions of any shares they receive pursuant to the
          hedging transactions referred to above; or

     o    the delivery by the selling stockholders of shares to close out short
          positions.

     The selling stockholders may also pledge the shares registered hereunder to
a broker or dealer or other financial institution and, upon a default, such
broker or dealer or other financial institution may effect sales of the pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholders may also donate the shares registered
hereunder to a third party and such donee may effect sales of the shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares covered by this prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus. The foregoing description in this
paragraph is subject to a selling stockholder's compliance with Section 16(c) of
the Securities Exchange Act of 1934, to the extent and during such periods as
Section 16(c) is applicable to such selling stockholder.

     The selling stockholders and any underwriters, brokers, dealers, agents or
others that participate with the selling stockholders in the distribution of the
shares offered by this prospectus may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any underwriting discounts,
commissions or fees received by such persons and any profit on the resale of the
shares purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.

     There can be no assurance that any of the selling stockholders will sell
any or all of the shares offered hereby.

                             VALIDITY OF SECURITIES

     The validity of the shares offered by this prospectus has been passed upon
for Newfield by Vinson & Elkins L.L.P., Houston, Texas.

                                     EXPERTS

         The financial statements incorporated in this prospectus by reference
to our Annual Report on Form 10-K for the year ended December 31, 1999, have
been so incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.

                                       9
13

     Our common stock is listed on the New York Stock Exchange under the symbol
"NFX." Our reports, proxy statements and other information may be read and
copied at the New York Stock Exchange at 30 Broad Street, New York, New York
10005.

     The SEC allows our company to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities or until we terminate this offering:

     o    our annual report on Form 10-K for the year ended December 31, 1999;

     o    our quarterly reports on Form 10-Q for the quarters ended March 31,
          2000, June 30, 2000 and September 30, 2000;

     o    our current reports on Form 8-K filed on March 9, 2000 and January 8,
          2001 and our amended current report on Form 8-K/A filed on May 5,
          2000;

     o    the description of our common stock contained in our Form 8-A
          registration statement filed on November 4, 1993; and

     o    the description of our preferred share purchase rights contained in
          our Form 8-A registration statement filed on February 18, 1999.

     You may request a copy of these filings at no cost, by writing us at the
following address or telephoning us at the following number:

                          Newfield Exploration Company
                        Attention: Stockholder Relations
                         363 N. Sam Houston Parkway E.,
                                   Suite 2020
                              Houston, Texas 77060
                                 (281) 847-6000

You should rely only on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have not authorized anyone else
to provide you with different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus, any prospectus supplement or any
document incorporated by reference is accurate as of any date other than the
date of those documents.

                                       10
14

                                     PART II

               INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

     ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents filed by the registrant (File No. 1-125341) with
the Securities and Exchange Commission (the "SEC") pursuant to Section 12 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are incorporated by reference and made a part of this registration statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1999, (b) (i)
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2000,
June 30, 2000 and September 30, 2000 and (ii) Current Reports on Form 8-K filed
with the SEC on March 9, 2000 and January 8, 2001 and amended Current Report on
Form 8-K/A filed with the SEC on May 5, 2000 and (c) (i) the description of the
registrant's common stock contained in the Form 8-A Registration Statement filed
with the SEC on November 4, 1993 and (ii) the description of the registrant's
preferred share purchase rights contained in the Form 8-A Registration Statement
filed with the SEC on February 18, 1999.

     All documents filed by the registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the effective date of this
registration statement, will be deemed to be incorporated by reference herein
and to be a part of this document from the date of filing of such documents
until all of the securities offered pursuant to this registration statement are
sold or the offering pursuant to this registration statement is terminated. Any
statement contained herein or in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained in any other subsequently filed document that also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed to constitute a
part of this registration statement, except as so modified or superseded.

     The financial statements incorporated in this registration statement by
reference to the registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

     ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

     ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

     ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") authorizes a corporation, under certain circumstances, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that the person is or was an
officer or director of such corporation, or is or was serving at the request of
that corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to any criminal action or proceeding, such
indemnification is available if he had no reasonable cause to believe his
conduct was unlawful.

     Article Seventh of the registrant's Second Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), together with
Article VI of the registrant's Restated Bylaws, as amended (the "Bylaws"),
provide

                                      II-1
15

for indemnification of each person who is or was made a party to any actual or
threatened civil, criminal, administrative or investigative action, suit or
proceeding because such person is, was or has agreed to become an officer or
director of the registrant or is a person who is or was serving or has agreed to
serve at the request of the registrant as a director, officer, partner,
venturer, proprietor, trustee, employee, agent or similar functionary of another
corporation or of a partnership, joint venture, sole proprietorship, trust,
employee benefit plan or other enterprise to the fullest extent permitted by the
DGCL as it existed at the time the indemnification provisions of the Certificate
of Incorporation and Bylaws were adopted or as may be thereafter amended.
Article VI expressly provides that it is not the exclusive method of
indemnification.

     Section 145 of the DGCL also empowers a corporation to purchase and
maintain insurance on behalf of any person who is or was an officer or director
of such corporation against liability asserted against or incurred by him in any
such capacity, whether or not such corporation would have the power to indemnify
such officer or director against such liability under the provisions of Section
145.

     Article Seventh of the Certificate of Incorporation and Article VI of the
Bylaws also provide that the registrant may maintain insurance, at the
registrant's expense, to protect the registrant and any director, officer,
employee or agent of the registrant or of another entity against any expense,
liability, or loss, regardless of whether the registrant would have the power to
indemnify such person against such expense, liability or loss under the DGCL.

     Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (d) for any transaction from which the director derived
improper personal benefit. Article Seventh of the Certificate of Incorporation
contains such a provision.

         Howard H. Newman, a director of the registrant and a Managing Director
and a member of E.M. Warburg, Pincus & Co., LLC and a general partner of
Warburg, Pincus & Co., is indemnified by affiliates of E.M. Warburg, Pincus &
Co., LLC and Warburg, Pincus & Co. against certain liabilities that he may incur
as a result of his serving as directors of the registrant.

         Thomas G. Ricks, a director of the registrant and President and Chief
Executive Officer of the University of Texas Investment Management Company
("UTIMCO"), is indemnified by UTIMCO against certain liabilities that he may
incur as a result of his serving as a director of the registrant.

     ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         The 50,250 restricted shares of common stock to be reoffered or resold
pursuant to this registration statement were issued in transactions by the
registrant not involving any public offering that were exempt from the
provisions of Section 5 of the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to Section 4(2) of the Securities Act. Of such
shares, 45,000 were granted pursuant to the Newfield Exploration Company 2000
Omnibus Stock Plan to three former executive officers of Lariat Petroleum, Inc.
("Lariat"), which was acquired by the registrant by the merger of Lariat with
and into a wholly owned subsidiary of the registrant, as an incentive for such
executive officers to remain in such capacities with such wholly owned
subsidiary of the registrant. Restricted shares were not offered to any other
former officer or employee of Lariat. The remaining 5,250 shares were granted to
the non-employee directors (other than one non-employee director who elected not
to receive a grant) of the registrant pursuant to the Newfield Exploration
Company 2000 Non-Employee Director Restricted Stock Plan. Only non-employee
directors of the registrant are eligible to receive grants of restricted shares
pursuant to such plan and such grants are automatic and based on a formula set
forth in such plan unless a non-employee director elects in advance to not
receive a grant.

                                      II-2
16

ITEM 8.  EXHIBITS.

         Unless otherwise indicated below as being incorporated by reference to
another filing of the registrant with the SEC, each of the following exhibits is
filed herewith:

         4.1.1    Newfield Exploration Company 2000 Omnibus Stock Plan
                  (incorporated by reference to Exhibit 10.20 to the
                  registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 (File No. 1-125341))

         4.2      Newfield Exploration Company 2000 Non-Employee Director
                  Restricted Stock Plan (incorporated by reference to Exhibit
                  10.18 to the registrant's Annual Report on Form 10-K for the
                  year ended December 31, 1999 (File No. 1-125341))

         4.3      Newfield Exploration Company 2001 Employee Stock Purchase Plan
                  (incorporated by reference to Exhibit 10.19 to the
                  registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1999 (File No. 1-125341))

         4.4.1    Second Restated Certificate of Incorporation of the registrant
                  (incorporated by reference to Exhibit 3.1 to the registrant's
                  Annual Report on Form 10-K for the year ended December 31,
                  1999 (File No. 1-125341))

         4.4.2    Certificate of Amendment to Second Restated Certificate of
                  Incorporation of the registrant dated May 15, 1997
                  (incorporated by reference to Exhibit 3.1.1 to the
                  registrant's Registration Statement on Form S-3 (Registration
                  No. 333-32582))

         4.4.3    Certificate of Designation of Series A Junior Participating
                  Preferred Stock (incorporated by reference to Exhibit 3.5 to
                  the registrant's Annual Report on Form 10-K for the year ended
                  December 31, 1998 (File No. 1-125341))

         4.5      Restated Bylaws of the registrant as amended by Amendment No.
                  1 thereto adopted January 1, 2000 (incorporated by reference
                  to Exhibit 3.3 to the registrant's Annual Report on Form 10-K
                  for the year ended December 31, 1999 (File No. 1-125341))

         4.6      Rights Agreement, dated as of February 12, 1999, between the
                  registrant and ChaseMellon Shareholder Services L.L.C. as
                  Rights Agent, specifying the terms of the Rights to Purchase
                  Series A Junior Participating Preferred Stock of the
                  registrant (incorporated by reference to Exhibit 1 to the
                  registrant's Registration Statement on Form 8-A filed with the
                  SEC on February 18, 1999 (File No. 1-125341))

         5.1      Opinion of Vinson & Elkins L.L.P.

         23.1     Consent of PricewaterhouseCoopers LLP

         23.2     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

         24.1     Powers of Attorney (included on the signature pages to this
                  registration statement)

                                  UNDERTAKINGS

     The undersigned registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
     a post-effective amendment to this registration statement:

              (i) to include any prospectus required by Section 10(a)(3) of the
         Securities Act;

                                      II-3
17

              (ii) to reflect in the prospectus any facts or events arising
         after the effective date of this registration statement (or the most
         recent post-effective amendment hereof) which, individually or in the
         aggregate, represent a fundamental change in the information set forth
         in this registration statement; and

              (iii) to include any material information with respect to the plan
         of distribution not previously disclosed in this registration statement
         or any material change to such information in this registration
         statement;

     provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the registrant
     pursuant to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in this registration statement;

         (b) that, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof;

         (c) to remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering;

         (d) that, for the purposes of determining any liability under the
     Securities Act, each filing of the registrant's annual report pursuant to
     Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable,
     each filing of an employee benefit plan's annual report pursuant to Section
     15(d) of the Exchange Act) that is incorporated by reference in this
     registration statement shall be deemed to be a new registration statement
     relating to the securities offered herein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof; and

         (e) insofar as indemnification for liabilities arising under the
     Securities Act may be permitted to directors, officers and controlling
     persons of the registrant pursuant to the foregoing provisions, or
     otherwise, the registrant has been advised that in the opinion of the SEC
     such indemnification is against public policy as expressed in the
     Securities Act and is, therefore, unenforceable. If a claim for
     indemnification against such liabilities (other than the payment by the
     registrant of expenses incurred or paid by a director, officer or
     controlling person of the registrant in the successful defense of any
     action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Securities Act and will be governed by
     the final adjudication of such issue.

                                      II-4
18

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 5th day of February,
2001.

                              By: /s/ TERRY W. RATHERT
                                  ----------------------------------------------
                                  Terry W. Rathert
                                  Vice President and Chief Financial Officer

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry W. Rathert and C. William Austin,
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-8 Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on the 5th day of February, 2001.
SIGNATURE                               TITLE
          ---------                               -----
/s/ DAVID A. TRICE              President and Chief Executive Officer
---------------------------------     (Principal Executive Officer)
      David A. Trice

      /s/ TERRY W. RATHERT            Vice President and Chief Financial Officer
---------------------------------     (Principal Financial Officer)
      Terry W. Rathert

      /s/ RONALD P. LEGE              Controller
---------------------------------     (Principal Accounting Officer)
      Ronald P. Lege

                                      Director
---------------------------------
      Joe B. Foster

      /s/ PHILIP J. BURGUIERES        Director
---------------------------------
      Philip J. Burguieres

                                      Director
---------------------------------
      Charles W. Duncan

      /s/ DENNIS R. HENDRIX           Director
---------------------------------
      Dennis R. Hendrix
19
/s/ TERRY HUFFINGTON            Director
---------------------------------
      Terry Huffington

      /s/ HOWARD H. NEWMAN            Director
---------------------------------
      Howard H. Newman

                                      Director
---------------------------------
      Thomas G. Ricks

      /s/ C.E. SHULTZ                 Director
---------------------------------
      C.E. Shultz

      /s/ ROBERT W. WALDRUP           Director
---------------------------------
      Robert W. Waldrup
20

                                INDEX TO EXHIBITS
EXHIBIT
     NUMBER   DESCRIPTION
     -------  -----------
4.1.1    Newfield Exploration Company 2000 Omnibus Stock Plan (incorporated
              by reference to Exhibit 10.20 to the registrant's Annual Report on
              Form 10-K for the year ended December 31, 1999 (File No.
              1-125341))

     4.2      Newfield Exploration Company 2000 Non-Employee Director Restricted
              Stock Plan (incorporated by reference to Exhibit 10.18 to the
              registrant's Annual Report on Form 10-K for the year ended
              December 31, 1999 (File No. 1-125341))

     4.3      Newfield Exploration Company 2001 Employee Stock Purchase Plan
              (incorporated by reference to Exhibit 10.19 to the registrant's
              Annual Report on Form 10-K for the year ended December 31, 1999
              (File No. 1-125341))

     4.4.1    Second Restated Certificate of Incorporation of the registrant
              (incorporated by reference to Exhibit 3.1 to the registrant's
              Annual Report on Form 10-K for the year ended December 31, 1999
              (File No. 1-125341))

     4.4.2    Certificate of Amendment to Second Restated Certificate of
              Incorporation of the registrant dated May 15, 1997 (incorporated
              by reference to Exhibit 3.1.1 to the registrant's Registration
              Statement on Form S-3 (Registration No. 333-32582))

     4.4.3    Certificate of Designation of Series A Junior Participating
              Preferred Stock (incorporated by reference to Exhibit 3.5 to the
              registrant's Annual Report on Form 10-K for the year ended
              December 31, 1998 (File No. 1-125341))

     4.5      Restated Bylaws of the registrant as amended by Amendment No. 1
              thereto adopted January 1, 2000 (incorporated by reference to
              Exhibit 3.3 to the registrant's Annual Report on Form 10-K for the
              year ended December 31, 1999 (File No. 1-125341))

     4.6      Rights Agreement, dated as of February 12, 1999, between the
              registrant and ChaseMellon Shareholder Services L.L.C. as Rights
              Agent, specifying the terms of the Rights to Purchase Series A
              Junior Participating Preferred Stock of the registrant
              (incorporated by reference to Exhibit 1 to the registrant's
              Registration Statement on Form 8-A filed with the SEC on February
              18, 1999 (File No. 1-125341))

     5.1      Opinion of Vinson & Elkins L.L.P.

     23.1     Consent of PricewaterhouseCoopers LLP

     23.2     Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1)

     24.1     Powers of Attorney (included on the signature pages to this
              registration statement)