EXHIBIT 10.5
                                 Amendment No. 4
                                       to

                        PIONEER NATURAL RESOURCES COMPANY

                            LONG-TERM INCENTIVE PLAN


     This  Amendment  (this  "Amendment")  to the Long-Term  Incentive Plan (the
"Plan") of Pioneer  Natural  Resources  Company,  a  Delaware  corporation  (the
"Company"),  is adopted by the Board of Directors of the Company on November 20,
2003.  Terms having their initial  letters  capitalized  but not defined in this
Amendment have the meaning ascribed those terms in the Plan.

                                    RECITALS

     A. On August 7, 1997, the stockholders of the Company approved the adoption
of the Plan.  The Stock of the Company was then and is still  listed for trading
on the New York Stock Exchange.

     B. In 2003, the New York Stock Exchange adopted amendments to its corporate
governance  standards,  including  an  amendment  to Section  303A of the Listed
Company Manual to require shareholders to vote on equity-compensation  plans and
material revisions to those plans, with limited exceptions.  For purposes of the
new  shareholder  approval rule, an automatic  increase in the shares  available
under a plan pursuant to a formula set forth in the plan (sometimes  referred to
as an "evergreen"  formula) is considered a material revision unless the term of
the plan is limited to a specified period of time not in excess of ten years.

     C. Under Section 2.1 of the Plan,  the number of shares of Stock  available
for award under the Plan is based on a percentage  of Common  Stock  Equivalents
outstanding  from time to time. Under Section 12.1 of the Plan, no Awards may be
granted  under the Plan  after the date that is ten years from the date that the
last  amendment  to the Plan  involving  an  increase  in  authorized  shares is
approved by the stockholders of the Company.

     D. The Board of  Directors  interprets  Section 12.1 to mean that no Awards
may be granted after August 7, 2007, since that is the tenth  anniversary of the
date of the last  stockholder vote with respect to the Plan. In order to clarify
the term of the Plan,  and to assure that  increases in authorized  shares under
the Plan are not considered  material revisions under Section 303A of the Listed
Company  Manual  of the New York  Stock  Exchange,  the Board of  Directors  has
adopted this clarifying amendment to the Plan pursuant to its authority to do so
in Section 12.2 of the Plan.

                                    AMENDMENT

     NOW,  THEREFORE,  Section 12.1 of the Plan is hereby amended to read in its
entirety as follows:







     "Section 12.1 Duration.  No Awards may be granted  hereunder after the date
that is ten (10) years from August 7, 1997."

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer, to be effective as of November 20, 2003.


                                    PIONEER NATURAL RESOURCES COMPANY


                                    By: /s/ Mark L. Withrow
                                       ---------------------------------------
                                        Mark L. Withrow
                                        Executive Vice President and
                                        General Counsel