EXHIBIT 10.14

                                 AMENDMENT NO. 5
                                     TO THE
          PIONEER NATURAL RESOURCES USA, INC. 401(k) AND MATCHING PLAN
          ------------------------------------------------------------

     Pursuant to the  provisions  of Section 8.1  thereof,  the Pioneer  Natural

Resources  USA, Inc.  401(k) and Matching Plan (the "Plan") is hereby amended in

the following respects only:

     FIRST:  Effective September 28, 2004, Section 1.1(ee) of the Plan is hereby

amended  to add  the  following  provision  to the  end of the  first  paragraph

thereof:

     Solely for the purpose of determining the Period of Service  completed by a
     Covered Employee who was in the employ of Evergreen  Resources,  Inc. (or a
     subsidiary  thereof) on September 27, 2004,  and who becomes an employee of
     an Employer on September 28, 2004 and a Participant in this Plan on October
     1, 2004, service with Evergreen Resources, Inc. or a subsidiary thereof (or
     a  predecessor  of any such entity)  prior to September  28, 2004,  that is
     taken into account for purposes of determining such Employee's  service for
     vesting purposes under the Evergreen Resources,  Inc. 401(k) Profit Sharing
     Plan shall be considered to be service with an Employer.

     SECOND:  Effective  October 1, 2004,  Sections 1.1(tt) and (uu) of the Plan
are hereby amended by restatement in their entirety to read as follows:

     (tt)  "Rollover Account" means the account established and maintained under
           this Plan by the Committee to record a Participant's  interest  under
           this  Plan attributable  to (i)  Rollover Contributions  made by such
           Participant  to this  Plan pursuant  to Section 3.9, (ii) any amounts
           credited  to  his or  her  Rollover  Contribution  Account  under the
           Superseded  Plan as  in effect  on September 30, 1997,  and (iii) any
           amounts  credited  to  his or  her  Rollover  Account  under the Mesa
           Profit-Sharing  Plan as in effect on September 30, 1997.

     (uu)  "Rollover  Contribution"  means a  contribution  made  to  this  Plan
           pursuant to Section 3.9.

     THIRD: Effective October 1, 2004, Section 3.9 of the Plan is hereby amended
by restatement in its entirety to read as follows:

           Section 3.9  Rollover Contributions.  With the consent of and subject
     to such reasonable limitations  as may be  imposed by the  Committee or its
     delegate,  a Covered Employee  may make a Rollover Contribution to the Plan
     as follows:

                    (a) a direct  rollover of an  eligible rollover distribution
           from: (i) a qualified plan  described in  section 401(a) or 403(a) of
           the Code, including after tax employee contributions, (ii) an annuity
           contract described in section 403(b) of the Code, excluding after tax





           employee  contributions,  or  (iii)  an  eligible plan  under section
           457(b) of  the  Code  which  is  maintained  by  a  state,  political
           subdivision of a state,  or any agency  or instrumentality of a state
           or political subdivision of a state; or

                    (b) a contribution  by the  Covered  Employee of an eligible
           rollover distribution from: (i) a qualified plan described in section
           401(a) or 403(a) of the Code,  (ii) an annuity  contract described in
           section  403(b) of the Code,  or (iii) an eligible plan under section
           457(b)  of the  Code  which  is  maintained  by  a  state,  political
           subdivision of a state,  or any agency or instrumentality  of a state
           or political subdivision of a state; or

                    (c) a contribution by the Covered Employee of the portion of
           a distribution  from an  individual  retirement  account  or  annuity
           described in section 408(a) or 408(b) of the Code that is eligible to
           be rolled over and  would otherwise  be includible in gross income of
           the Covered Employee.

     Each Rollover Contribution shall be credited to a separate Rollover Account
     to be  established  and  maintained  for the  benefit  of the  contributing
     Covered Employee. A Covered Employee who is not a Participant, but for whom
     a Rollover Account is being maintained, shall be accorded all of the rights
     and privileges of a Participant under the Plan except that no contributions
     shall be made to the Plan by or for such Employee until he or she meets the
     eligibility and participation requirements of Article II.

     IN WITNESS  WHEREOF,  this  Amendment has been executed on this 28th day of

September 2004.

                                     PIONEER NATURAL RESOURCES USA, INC.



                                     By    /s/ Larry Paulsen
                                        -------------------------------
                                         Larry Paulsen, Vice President






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