EXHIBIT 10.9(e)

                       FIRST AMENDMENT TO
             EOG RESOURCES, INC. 1996 DEFERRAL PLAN

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

                           WITNESSETH:

     WHEREAS, the Company maintains the EOG Resources, Inc. 1996
Deferral Plan (the "Plan");

     WHEREAS, the Company retained the right in Section 16.12 of
the Plan to amend the Plan from time to time;

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

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

     IV.  Investment Choices

          Participants may choose to have their deferrals of
     compensation treated as having been invested in two
     types of investment accounts.  These are not mutually
     exclusive choices.  A percentage of the deferred
     compensation may be allocated to either account or the
     entire deferral may be allocated to only one account.
     However, the allocation is irrevocable and funds cannot
     be transferred between the two accounts.  Participants
     may choose investments on a daily basis.  The two
     accounts are:

          4.1  Phantom Stock Account ("PSA").  Deferrals
     will be treated as if they had purchased shares of EOG
     Resources, Inc. common stock at the closing stock price
     on the date of deferral.

          4.2  Flexible Deferral Account ("FDA").  Deferrals
     will be treated as if they had been directed by
     Participants into various investment choices, as
     determined by the Committee.  Allocation of investment
     choices within the FDA shall be made in increments of
     not less than 5% of a Participant's account balance.
     Participants may choose investments on a daily basis.

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

                                EOG RESOURCES, INC.

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