As filed with the Securities and Exchange Commission on May 23, 2002
                                               Registration No. 333-


                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              Form S-8

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         EOG RESOURCES, INC.
       (Exact name of registrant as specified in its charter)

      Delaware                               47-0684736
  (State or other                          (I.R.S Employer
  jurisdiction of                          Identification
  incorporation or                              No.)
   organization)

  333 Clay Street,
     Suite 4200                                 77002
   Houston, Texas
    (Address of                              (Zip Code)
     Principal
     Executive
      Offices)

 Amended and Restated EOG Resources, Inc. 1993 Nonemployee Directors
                          Stock Option Plan
                      (Full title of the plans)

                         Barry Hunsaker, Jr.
                         EOG Resources, Inc.
                     333 Clay Street, Suite 4200
                        Houston, Texas   77002
               (Name and address of agent for service)

                            (713) 651-6940
    (Telephone number, including area code, of agent for service)
                            With Copy to:

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

<TABLE>
<CAPTION>
                   Calculation of Registration Fee

  Title of     Amount to       Proposed       Proposed     Amount of
 securities        be          maximum         maximum    registration
    to be      registered   offering price    aggregate       fee
 registered                 per share (2)     offering
     (1)                                      price (2)

<S>             <C>            <C>           <C>            <C>
 Common         250,000        $42.62        $10,655,000    $980.26
 Stock, par      shares
 value $.01
 per share
 (including
 associated
 rights to
 purchase
 Series E
 Junior
 Participating
 Preferred
 Stock)

<FN>
 (1) Each share of Common Stock has one attached right to purchase
     Series E Junior Participating Preferred Stock under the Rights
     Agreement, dated as of February 14, 2000 between EOG Resources,
     Inc. and First Chicago Trust Company of New York, as Rights Agent,
     as amended by Amendment to Rights Agreement, dated as of December
     13, 2001, Amendment to Rights Agreement, dated as of December 20,
     2001 and Amendment to Rights Agreement, dated as of April 11, 2002.
 (2) Pursuant to Rule 457(h), the proposed maximum offering price is
     estimated, solely for the purpose of determining the registration
     fee, on the basis of the average high and low prices of the Common
     Stock on the New York Stock Exchange on  May 22, 2002.
</TABLE>

<PAGE>
                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference
in this Registration Statement:

     1.   The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;

     2.   The Definitive Proxy Statement for the Registrant's Annual
Meeting held May 7, 2002 which was filed with the SEC on March
28, 2002 as part of Schedule 14A;

     3.   The Registrant's Current Report on Form 8-K which was filed
with the SEC on April 12, 2002;

     4.   The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002;

     5.   The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registration Statement on Form 8-
A of the Registrant filed with the Commission on August 29, 1989;

     6.   The description of the Registrant's preferred stock purchase
rights contained in the Registration Statement on Form 8-A12B
filed with the Commission on February 18, 2000, as amended by
Amendment No. 1 on Form 8-A/A, filed December 14, 2001, Amendment
No. 2 on Form 8-A/A filed February 7, 2002 and Amendment No. 3 on
Form 8-A/A filed April 12, 2002; and

     All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") subsequent to the date of the
filing hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Certain legal matters in connection with the securities
offered hereby are being passed upon for the Registrant by
Fulbright & Jaworski L.L.P., Houston, Texas.  As of  March 31,
2002, lawyers at Fulbright & Jaworski L.L.P. working on this
matter owned 1,300 shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware Corporation Law permits a
corporation to include in its charter documents and in agreements
between the corporation and its directors and officers provisions
as to the scope of indemnification.

     The Restated Certificate of Incorporation, as amended, of
the Registrant  (the "Corporation" therein) contains the
following provisions relating to indemnification of directors and
officers, namely:

"Eighth:  A.1.  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.

2.  The foregoing provisions of this Article shall not eliminate
or limit the liability of a director for any act or omission
occurring prior to the effective date of this Restated
Certificate of Incorporation.  Any repeal or amendment of this
Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a director of the Corporation existing
at the time of such repeal or amendment.  In addition to the
circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of
this Article, a director shall not be liable to the fullest
extent permitted by any amendment to the Delaware General
Corporation Law enacted that further limits the liability of a
director.

B.1. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith, and such indemnification
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph 2. hereof, the Corporation
shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.  The right to
indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article or otherwise.  The Corporation
may, by action of its Board of Directors, provide indemnification
to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.

2.  If a claim under paragraph B.1. of this Article is not paid
in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation.  Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

3.  The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

4.  The Corporation may maintain insurance at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation law.

5.  If this article or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each
director, officer, employee and agent of the Corporation, and may
nevertheless indemnify and hold harmless each employee and agent
of the Corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative to the
full extent permitted by any applicable portion of this Article
that shall not have been invalidated and to the full extent
permitted by applicable law.

6.  For purposes of this Article, reference to the "Corporation"
shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger prior to (or, in the case of an
entity specifically designated in a resolution of the Board of
Directors, after) the adoption hereof and which, if its separate
existence had continued, would have had the power and authority
to indemnify its directors, officers and employees or agents, so
that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the
resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued."

     The Registrant has purchased liability insurance policies
covering the directors and officers of the Registrant to provide
protection where the Registrant cannot legally indemnify a
director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or
officer based on an alleged breach of fiduciary duty or other
wrongful act.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

  4.1(a)     Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to
             Registration Statement on Form S-1
             Registration Statement No. 333-0678, filed on
             August 24, 1989).

  4.1(b)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(b) to Form S-8
             Registration Statement No. 33-52201, filed
             February 8, 1994).

  4.1(c)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(c) to Form S-8
             Registration Statement No. 33-58103, filed
             March 15, 1995).

  4.1(d)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated June 11,
             1996 (incorporated by reference to Exhibit
             3(d) to Form S-3 Registration Statement No.
             333-09919, filed August 9, 1996).

  4.1(e)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated May  7,
             1997 (incorporated by reference to Exhibit
             3(e) to Form S-3 Registration Statement No.
             333-44785, filed January 23, 1998).

  4.1(f)     Certificate of Ownership and Merger, dated
             August 26, 1999 (incorporated by reference to
             Exhibit 3.1(f) to the Registrant's Annual
             Report on Form 10-K for the year ended
             December 31, 1999).

  4.2        By-laws, dated August 23, 1989, as amended and
             restated effective as of May 8, 2001
             (incorporated by reference to the Registrant's
             Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2001, filed May 9, 2001).

  4.3        Specimen of Certificate evidencing the Common
             Stock (incorporated by reference to Exhibit
             3.3 to the Registrant's Annual Report on Form
             10-K for the year ended December 31, 1999).

  4.4        Amended and Restated EOG Resources, Inc. 1993
             Nonemployee Directors Stock Option Plan
             (incorporated by reference to Exhibit A to
             Registrant's Proxy Statement, dated March 28,
             2002, with respect to the Registrant's Annual
             Meeting of Shareholders).

  5.1*       Opinion of Fulbright & Jaworski L.L.P.

  23.1*      Consent of Arthur Andersen LLP.

  23.2       Consent of Fulbright & Jaworski L.L.P.
             (included in Exhibit 5.1 to this Registration
             Statement).

  23.3*      Consent of DeGolyer and MacNaughton.

  24.1*      Certain Powers of Attorney.


*filed herewith


Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  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)  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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar volume of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.

          (2)  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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  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.

     The undersigned Registrant hereby undertakes that, for
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 Securities 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.

     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 Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that 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.


<PAGE>
                           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 May 23,
2002.


                                 EOG RESOURCES, INC.



                                 By   /s/ DAVID R. LOONEY
                                        David R. Looney
                                    Vice President, Finance


     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

       Signature                 Title                Date

                         Chairman of the Board,
   /s/ MARK G. PAPA         Chief Executive
       Mark G. Papa        Officer (Principal     May 23, 2002
                         Executive Officer) and
                                Director

                            Vice President,       May 23, 2002
/s/ TIMOTHY K. DRIGGERS   Accounting and Land
    Timothy K. Driggers      Administration
                         (Principal Accounting
                                Officer)

                            Vice President,       May 23, 2002
  /s/ DAVID R. LOONEY      Finance (Principal
      David R. Looney      Financial Officer)


           *                    Director          May 23, 2002
   George A. Alcorn


           *                    Director          May 23, 2002
  Edward Randall, III


           *                    Director          May 23, 2002
 Edmund P. Segner, III


           *                    Director          May 23, 2002
   Donald F. Textor


           *                    Director          May 23, 2002
    Frank G. Wisner


           *                    Director          May 23, 2002
   Charles R. Crisp


*By:/s/ PATRICIA L. EDWARDS  Attorney-in-Fact     May 23, 2002
        Patricia L. Edwards
         Attorney-in-Fact


<PAGE>
                          EXHIBIT INDEX

  4.1(a)     Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to
             Registration Statement on Form S-1
             Registration Statement No. 333-0678, filed on
             August 24, 1989).

  4.1(b)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(b) to Form S-8
             Registration Statement No. 33-52201, filed
             February 8, 1994).

  4.1(c)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(c) to Form S-8
             Registration Statement No. 33-58103, filed
             March 15, 1995).

  4.1(d)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated June 11,
             1996 (incorporated by reference to Exhibit
             3(d) to Form S-3 Registration Statement No.
             333-09919, filed August 9, 1996).

  4.1(e)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated May  7,
             1997 (incorporated by reference to Exhibit
             3(e) to Form S-3 Registration Statement No.
             333-44785, filed January 23, 1998).

  4.1(f)     Certificate of Ownership and Merger, dated
             August 26, 1999 (incorporated by reference to
             Exhibit 3.1(f) to the Registrant's Annual
             Report on Form 10-K for the year ended
             December 31, 1999).

  4.2        By-laws, dated August 23, 1989, as amended and
             restated effective as of May 8, 2001
             (incorporated by reference to the Registrant's
             Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2001, filed May 9, 2001).

  4.3        Specimen of Certificate evidencing the Common
             Stock (incorporated by reference to Exhibit
             3.3 to the Registrant's Annual Report on Form
             10-K for the year ended December 31, 1999).

  4.4        Amended and Restated EOG Resources, Inc. 1993
             Nonemployee Directors Stock Option Plan
             (incorporated by reference to Exhibit A to
             Registrant's Proxy Statement, dated March 28,
             2002, with respect to the Registrant's Annual
             Meeting of Shareholders).

  5.1*       Opinion of Fulbright & Jaworski L.L.P.

  23.1*      Consent of Arthur Andersen LLP.

  23.2       Consent of Fulbright & Jaworski L.L.P.
             (included in Exhibit 5.1 to this Registration
             Statement).

  23.3*      Consent of DeGolyer and MacNaughton.

  24.1*      Certain Powers of Attorney.


*filed herewith
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As filed with the Securities and Exchange Commission on May 23, 2002
                                               Registration No. 333-

                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549

                              Form S-8

       REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                         EOG RESOURCES, INC.
       (Exact name of registrant as specified in its charter)

      Delaware                               47-0684736
  (State or other                          (I.R.S Employer
  jurisdiction of                          Identification
  incorporation or                              No.)
   organization)

  333 Clay Street,
     Suite 4200                                 77002
   Houston, Texas
    (Address of                              (Zip Code)
     Principal
     Executive
      Offices)

 Amended and Restated EOG Resources, Inc. 1993 Nonemployee Directors
                          Stock Option Plan
                      (Full title of the plans)

                         Barry Hunsaker, Jr.
                         EOG Resources, Inc.
                     333 Clay Street, Suite 4200
                        Houston, Texas   77002
               (Name and address of agent for service)

                            (713) 651-6940
    (Telephone number, including area code, of agent for service)
                            With Copy to:

                           Arthur H. Rogers
                     Fulbright & Jaworski L.L.P.
                      1301 McKinney, Suite 5100
                      Houston, Texas 77010-3095
                            (713) 651-5151
Calculation of Registration Fee

  Title of     Amount to       Proposed       Proposed     Amount of
 securities        be          maximum         maximum    registration
    to be      registered   offering price    aggregate       fee
 registered                 per share (2)     offering
     (1)                                      price (2)
Common         250,000        $42.62        $10,655,000    $980.26
 Stock, par      shares
 value $.01
 per share
 (including
 associated
 rights to
 purchase
 Series E
 Junior
 Participating
 Preferred
 Stock)
(1) Each share of Common Stock has one attached right to purchase
     Series E Junior Participating Preferred Stock under the Rights
     Agreement, dated as of February 14, 2000 between EOG Resources,
     Inc. and First Chicago Trust Company of New York, as Rights Agent,
     as amended by Amendment to Rights Agreement, dated as of December
     13, 2001, Amendment to Rights Agreement, dated as of December 20,
     2001 and Amendment to Rights Agreement, dated as of April 11, 2002.
 (2) Pursuant to Rule 457(h), the proposed maximum offering price is
     estimated, solely for the purpose of determining the registration
     fee, on the basis of the average high and low prices of the Common
     Stock on the New York Stock Exchange on  May 22, 2002.
PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are hereby incorporated by reference
in this Registration Statement:

     1.   The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001;

     2.   The Definitive Proxy Statement for the Registrant's Annual
Meeting held May 7, 2002 which was filed with the SEC on March
28, 2002 as part of Schedule 14A;

     3.   The Registrant's Current Report on Form 8-K which was filed
with the SEC on April 12, 2002;

     4.   The Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002;

     5.   The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registration Statement on Form 8-
A of the Registrant filed with the Commission on August 29, 1989;

     6.   The description of the Registrant's preferred stock purchase
rights contained in the Registration Statement on Form 8-A12B
filed with the Commission on February 18, 2000, as amended by
Amendment No. 1 on Form 8-A/A, filed December 14, 2001, Amendment
No. 2 on Form 8-A/A filed February 7, 2002 and Amendment No. 3 on
Form 8-A/A filed April 12, 2002; and

     All documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") subsequent to the date of the
filing hereof and prior to the filing of a post-effective
amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of
filing of such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Certain legal matters in connection with the securities
offered hereby are being passed upon for the Registrant by
Fulbright & Jaworski L.L.P., Houston, Texas.  As of  March 31,
2002, lawyers at Fulbright & Jaworski L.L.P. working on this
matter owned 1,300 shares of Common Stock of the Registrant.

Item 6.   Indemnification of Directors and Officers.

     Section 145 of the Delaware Corporation Law permits a
corporation to include in its charter documents and in agreements
between the corporation and its directors and officers provisions
as to the scope of indemnification.

     The Restated Certificate of Incorporation, as amended, of
the Registrant  (the "Corporation" therein) contains the
following provisions relating to indemnification of directors and
officers, namely:

"Eighth:  A.1.  A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174
of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal
benefit.

2.  The foregoing provisions of this Article shall not eliminate
or limit the liability of a director for any act or omission
occurring prior to the effective date of this Restated
Certificate of Incorporation.  Any repeal or amendment of this
Article by the stockholders of the Corporation shall be
prospective only and shall not adversely affect any limitation on
the personal liability of a director of the Corporation existing
at the time of such repeal or amendment.  In addition to the
circumstances in which a director of the Corporation is not
personally liable as set forth in the foregoing provisions of
this Article, a director shall not be liable to the fullest
extent permitted by any amendment to the Delaware General
Corporation Law enacted that further limits the liability of a
director.

B.1. Each person who was or is made a party or is threatened to
be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal
representative, is or was a director or officer, of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit
plans, whether the basis of such proceeding is alleged action in
an official capacity as a director, officer, employee or agent or
in any other capacity while serving as a director, officer,
employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the
Corporation to provide prior to such amendment), against all
expense, liability and loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered
by such person in connection therewith, and such indemnification
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however,
that, except as provided in paragraph 2. hereof, the Corporation
shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such
person only if such proceeding (or part thereof) was authorized
by the Board of Directors of the Corporation.  The right to
indemnification conferred in this Section shall be a contract
right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance
of its final disposition; provided, however, that, if the
Delaware General Corporation Law requires, the payment of such
expenses incurred by a director or officer in his or her capacity
as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or
officer, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of the
proceeding, shall be made only upon delivery to the Corporation
of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be
determined that such director or officer is not entitled to be
indemnified under this Article or otherwise.  The Corporation
may, by action of its Board of Directors, provide indemnification
to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and
officers.

2.  If a claim under paragraph B.1. of this Article is not paid
in full by the Corporation within thirty days after a written
claim has been received by the Corporation, the claimant may at
any time thereafter bring suit against the Corporation to recover
the unpaid amount of the claim and, if successful in whole or in
part, the claimant shall be entitled to be paid also the expense
of prosecuting such claim.  It shall be a defense to any such
action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its
final disposition where the required undertaking, if any is
required, has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible
under the Delaware General Corporation Law for the Corporation to
indemnify the claimant for the amount claimed, but the burden of
proving such defense shall be on the Corporation.  Neither the
failure of the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) to have made a
determination prior to the commencement of such action that
indemnification of the claimant is proper in the circumstances
because he or she has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual
determination by the Corporation (including its Board of
Directors, independent legal counsel, or its stockholders) that
the claimant has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.

3.  The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final
disposition conferred in this Article shall not be exclusive of
any other right which any person may have or hereafter acquire
under any statute, provision of the Certificate of Incorporation,
by-law, agreement, vote of stockholders or disinterested
directors or otherwise.

4.  The Corporation may maintain insurance at its expense, to
protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint
venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation law.

5.  If this article or any portion hereof shall be invalidated on
any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify and hold harmless each
director, officer, employee and agent of the Corporation, and may
nevertheless indemnify and hold harmless each employee and agent
of the Corporation, as to costs, charges and expenses (including
attorneys' fees), judgments, fines, and amounts paid in
settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative to the
full extent permitted by any applicable portion of this Article
that shall not have been invalidated and to the full extent
permitted by applicable law.

6.  For purposes of this Article, reference to the "Corporation"
shall include, in addition to the Corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger prior to (or, in the case of an
entity specifically designated in a resolution of the Board of
Directors, after) the adoption hereof and which, if its separate
existence had continued, would have had the power and authority
to indemnify its directors, officers and employees or agents, so
that any person who is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, shall stand in the same
position under the provisions of this Article with respect to the
resulting or surviving corporation as he would have with respect
to such constituent corporation if its separate existence had
continued."

     The Registrant has purchased liability insurance policies
covering the directors and officers of the Registrant to provide
protection where the Registrant cannot legally indemnify a
director or officer and where a claim arises under the Employee
Retirement Income Security Act of 1974 against a director or
officer based on an alleged breach of fiduciary duty or other
wrongful act.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

  4.1(a)     Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to
             Registration Statement on Form S-1
             Registration Statement No. 333-0678, filed on
             August 24, 1989).

  4.1(b)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(b) to Form S-8
             Registration Statement No. 33-52201, filed
             February 8, 1994).

  4.1(c)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(c) to Form S-8
             Registration Statement No. 33-58103, filed
             March 15, 1995).

  4.1(d)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated June 11,
             1996 (incorporated by reference to Exhibit
             3(d) to Form S-3 Registration Statement No.
             333-09919, filed August 9, 1996).

  4.1(e)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated May  7,
             1997 (incorporated by reference to Exhibit
             3(e) to Form S-3 Registration Statement No.
             333-44785, filed January 23, 1998).

  4.1(f)     Certificate of Ownership and Merger, dated
             August 26, 1999 (incorporated by reference to
             Exhibit 3.1(f) to the Registrant's Annual
             Report on Form 10-K for the year ended
             December 31, 1999).

  4.2        By-laws, dated August 23, 1989, as amended and
             restated effective as of May 8, 2001
             (incorporated by reference to the Registrant's
             Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2001, filed May 9, 2001).

  4.3        Specimen of Certificate evidencing the Common
             Stock (incorporated by reference to Exhibit
             3.3 to the Registrant's Annual Report on Form
             10-K for the year ended December 31, 1999).

  4.4        Amended and Restated EOG Resources, Inc. 1993
             Nonemployee Directors Stock Option Plan
             (incorporated by reference to Exhibit A to
             Registrant's Proxy Statement, dated March 28,
             2002, with respect to the Registrant's Annual
             Meeting of Shareholders).

  5.1*       Opinion of Fulbright & Jaworski L.L.P.

  23.1*      Consent of Arthur Andersen LLP.

  23.2       Consent of Fulbright & Jaworski L.L.P.
             (included in Exhibit 5.1 to this Registration
             Statement).

  23.3*      Consent of DeGolyer and MacNaughton.

  24.1*      Certain Powers of Attorney.

*filed herewith

Item 9.   Undertakings.

     The undersigned Registrant hereby undertakes:

          (1)  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)  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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar volume of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
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 (1)(i) and (1)(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 with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this
Registration Statement.

          (2)  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 herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

          (3)  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.

     The undersigned Registrant hereby undertakes that, for
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 Securities 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.

     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 Commission such indemnification is against
public policy as expressed in the Securities Act and is,
therefore, unenforceable.  In the event that 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.
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 May 23,
2002.

                                 EOG RESOURCES, INC.

                                 By   /s/ DAVID R. LOONEY
                                        David R. Looney
                                    Vice President, Finance

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

       Signature                 Title                Date

                         Chairman of the Board,
   /s/ MARK G. PAPA         Chief Executive
       Mark G. Papa        Officer (Principal     May 23, 2002
                         Executive Officer) and
                                Director

                            Vice President,       May 23, 2002
/s/ TIMOTHY K. DRIGGERS   Accounting and Land
    Timothy K. Driggers      Administration
                         (Principal Accounting
                                Officer)

                            Vice President,       May 23, 2002
  /s/ DAVID R. LOONEY      Finance (Principal
      David R. Looney      Financial Officer)

           *                    Director          May 23, 2002
   George A. Alcorn

           *                    Director          May 23, 2002
  Edward Randall, III

           *                    Director          May 23, 2002
 Edmund P. Segner, III

           *                    Director          May 23, 2002
   Donald F. Textor

           *                    Director          May 23, 2002
    Frank G. Wisner

           *                    Director          May 23, 2002
   Charles R. Crisp

*By:/s/ PATRICIA L. EDWARDS  Attorney-in-Fact     May 23, 2002
        Patricia L. Edwards
         Attorney-in-Fact
EXHIBIT INDEX

  4.1(a)     Restated Certificate of Incorporation
             (incorporated by reference to Exhibit 3.1 to
             Registration Statement on Form S-1
             Registration Statement No. 333-0678, filed on
             August 24, 1989).

  4.1(b)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(b) to Form S-8
             Registration Statement No. 33-52201, filed
             February 8, 1994).

  4.1(c)     Certificate of Amendment of Restated
             Certificate of Incorporation (incorporated by
             reference to Exhibit 4.1(c) to Form S-8
             Registration Statement No. 33-58103, filed
             March 15, 1995).

  4.1(d)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated June 11,
             1996 (incorporated by reference to Exhibit
             3(d) to Form S-3 Registration Statement No.
             333-09919, filed August 9, 1996).

  4.1(e)     Certificate of Amendment of Restated
             Certificate of Incorporation, dated May  7,
             1997 (incorporated by reference to Exhibit
             3(e) to Form S-3 Registration Statement No.
             333-44785, filed January 23, 1998).

  4.1(f)     Certificate of Ownership and Merger, dated
             August 26, 1999 (incorporated by reference to
             Exhibit 3.1(f) to the Registrant's Annual
             Report on Form 10-K for the year ended
             December 31, 1999).

  4.2        By-laws, dated August 23, 1989, as amended and
             restated effective as of May 8, 2001
             (incorporated by reference to the Registrant's
             Quarterly Report on Form 10-Q for the quarter
             ended March 31, 2001, filed May 9, 2001).

  4.3        Specimen of Certificate evidencing the Common
             Stock (incorporated by reference to Exhibit
             3.3 to the Registrant's Annual Report on Form
             10-K for the year ended December 31, 1999).

  4.4        Amended and Restated EOG Resources, Inc. 1993
             Nonemployee Directors Stock Option Plan
             (incorporated by reference to Exhibit A to
             Registrant's Proxy Statement, dated March 28,
             2002, with respect to the Registrant's Annual
             Meeting of Shareholders).

  5.1*       Opinion of Fulbright & Jaworski L.L.P.

  23.1*      Consent of Arthur Andersen LLP.

  23.2       Consent of Fulbright & Jaworski L.L.P.
             (included in Exhibit 5.1 to this Registration
             Statement).

  23.3*      Consent of DeGolyer and MacNaughton.

  24.1*      Certain Powers of Attorney.

*filed herewith