10-Q

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D. C. 20549


                               Form 10-Q




x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended March 31, 2003

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
     SECURITIES EXCHANGE ACT OF 1934

                     Commission file number: 1-9743

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

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

         333 Clay Street, Suite 4200, Houston, Texas 77002-7361
          (Address of principal executive offices)   (zip code)

    Registrant's telephone number, including area code: 713-651-7000


    Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes x  No  .

     Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act).  Yes x  No

    Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of April 22, 2003.

    Title of each class                     Number of shares

 Common Stock, $.01 par value                  114,580,393





                           EOG RESOURCES, INC.

                            TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION                                           Page No.

       ITEM 1.  Financial Statements

       Consolidated Statements of Income - Three Months Ended March 31,
        2003 and 2002                                                       3
       Consolidated Balance Sheets - March 31, 2003 and December 31,
        2002                                                                4
       Consolidated Statements of Cash Flows - Three Months Ended
        March 31, 2003 and 2002                                             5
       Notes to Consolidated Financial Statements                           6

       ITEM 2.  Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                       11

       ITEM 4.  Controls and Procedures                                    16


PART II. OTHER INFORMATION

       ITEM 1.  Legal Proceedings                                          17

       ITEM 6.  Exhibits and Reports on Form 8-K                           17


SIGNATURES                                                                 18


CERTIFICATIONS                                                             19





                     PART I.  FINANCIAL INFORMATION

                      ITEM 1.  FINANCIAL STATEMENTS
                           EOG RESOURCES, INC.
                    CONSOLIDATED STATEMENTS OF INCOME
                (In Thousands, Except Per Share Amounts)
                               (Unaudited)

                                                           Three Months Ended
                                                                March 31,
                                                             2003       2002
                                                                
NET OPERATING REVENUES
Natural Gas                                                $434,091   $176,584
Crude Oil, Condensate and Natural Gas Liquids                75,508     46,775
Losses on Mark-to-market Commodity Derivative Contracts     (45,221)   (34,295)
Other, Net                                                      291     (2,501)
TOTAL                                                       464,669    186,563

OPERATING EXPENSES
Lease and Well                                               48,339     40,591
Exploration Costs                                            17,458     12,936
Dry Hole Costs                                                6,620     10,406
Impairments                                                  11,956     12,063
Depreciation, Depletion and Amortization                    103,553     94,460
General and Administrative                                   20,421     20,713
Taxes Other Than Income                                      30,193     16,040
TOTAL                                                       238,540    207,209

OPERATING INCOME (LOSS)                                     226,129    (20,646)

OTHER INCOME (EXPENSE), NET                                     152     (3,163)

INCOME (LOSS) BEFORE INTEREST EXPENSE AND INCOME TAXES      226,281    (23,809)
INTEREST EXPENSE, NET                                        15,318     12,051

INCOME (LOSS) BEFORE INCOME TAXES                           210,963    (35,860)
INCOME TAX PROVISION (BENEFIT)                               74,407    (11,619)

NET INCOME (LOSS) BEFORE CUMULATIVE EFFECT OF CHANGE
  IN ACCOUNTING PRINCIPLE                                   136,556    (24,241)
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE,
 NET OF TAX                                                  (7,131)         -

NET INCOME (LOSS)                                           129,425    (24,241)
PREFERRED STOCK DIVIDENDS                                     2,758      2,758
NET INCOME (LOSS) AVAILABLE TO COMMON                      $126,667   $(26,999)

NET INCOME (LOSS) PER SHARE AVAILABLE TO COMMON
  Basic
    Net Income (Loss) Available to Common Before
     Cumulative Effect of Change in Accounting Principle   $   1.17   $  (0.23)
    Cumulative Effect of Change in Accounting Principle,
     net of tax                                               (0.06)         -
    Net Income (Loss) Available to Common                  $   1.11   $  (0.23)

  Diluted
    Net Income (Loss) Available to Common Before
     Cumulative Effect of Change in Accounting Principle   $   1.15   $  (0.23)
    Cumulative Effect of Change in Accounting Principle,
     net of tax                                               (0.06)         -
    Net Income (Loss) Available to Common                  $   1.09   $  (0.23)

AVERAGE NUMBER OF COMMON SHARES
  Basic                                                     114,427    115,485
  Diluted                                                   116,224    115,485


    The accompanying notes are an integral part of these consolidated
                          financial statements.





              PART I.  FINANCIAL INFORMATION - (Continued)

               ITEM 1.  FINANCIAL STATEMENTS - (Continued)
                           EOG RESOURCES, INC.
                       CONSOLIDATED BALANCE SHEETS
                    (In Thousands, Except Share Data)





                                                              March 31,    December 31,
                                                                 2003          2002
                                                             (Unaudited)
                                 ASSETS
                                                                      
CURRENT ASSETS
Cash and Cash Equivalents                                    $    6,833     $    9,848
Accounts Receivable, Net                                        370,384        259,308
Inventories                                                      18,282         18,928
Other                                                            99,713        106,708
TOTAL                                                           495,212        394,792

OIL AND GAS PROPERTIES (SUCCESSFUL EFFORTS METHOD)            7,020,859      6,750,095
   Less: Accumulated Depreciation, Depletion
    and Amortization                                         (3,538,849)    (3,428,547)
     Net Oil and Gas Properties                               3,482,010      3,321,548
OTHER ASSETS                                                     93,433         97,666
TOTAL ASSETS                                                 $4,070,655     $3,814,006

                  LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                             $  222,756     $  201,931
Accrued Taxes Payable                                            35,145         23,170
Dividends Payable                                                 5,004          5,007
Liabilities from Price Risk Management Activities                23,076          5,939
Other                                                            45,309         40,304
TOTAL                                                           331,290        276,351

LONG-TERM DEBT                                                1,044,208      1,145,132
OTHER LIABILITIES                                               150,890         59,180
DEFERRED INCOME TAXES                                           721,315        660,948

SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par, 10,000,000 Shares Authorized:
 Series B, 100,000 Shares Issued, Cumulative,
  $100,000,000 Liquidation Preference                            98,412         98,352
 Series D, 500 Shares Issued, Cumulative,
  $50,000,000 Liquidation Preference                             49,691         49,647
Common Stock, $.01 Par, 320,000,000 Shares Authorized
 and 124,730,000 Shares Issued                                  201,247        201,247
Additional Paid in Capital                                        1,396              -
Unearned Compensation                                           (18,802)       (15,033)
Accumulated Other Comprehensive Loss                            (10,621)       (49,877)
Retained Earnings                                             1,846,031      1,723,948
Common Stock Held in Treasury, 10,151,036 shares at
 March 31, 2003 and 10,009,740 shares at December 31, 2002     (344,402)      (335,889)
TOTAL SHAREHOLDERS' EQUITY                                    1,822,952      1,672,395

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $4,070,655     $3,814,006


    The accompanying notes are an integral part of these consolidated
                          financial statements.






               PART I.  FINANCIAL INFORMATION - (Continued)

                ITEM 1.  FINANCIAL STATEMENTS - (Continued)
                            EOG RESOURCES, INC.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (In Thousands)
                                (Unaudited)


                                                          Three Months Ended
                                                               March 31,
                                                           2003        2002
                                                              
CASH FLOWS FROM OPERATING ACTIVITIES
Reconciliation of Net Income to Net Operating
 Cash Inflows:
Net Income (Loss)                                       $ 129,425   $ (24,241)
Items Not Requiring (Providing) Cash
  Depreciation, Depletion and Amortization                103,553      94,460
  Impairments                                              11,956      12,063
  Deferred Income Taxes                                    50,441      (9,844)
  Cumulative Effect of Change in Accounting Principle       7,131           -
  Other, Net                                                2,611       4,025
Exploration Costs                                          17,458      12,936
Dry Hole Costs                                              6,620      10,406
Mark-to-market Commodity Derivative Contracts
  Total Losses                                             45,221      34,295
  Realized Gains (Losses)                                 (27,929)     11,014
Tax Benefits from Stock Options Exercised                   2,959       1,538
Losses on Sales of Reserves and Related Assets and
 Other, Net                                                    69         216
Changes in Components of Working Capital and
 Other Liabilities
  Accounts Receivable                                    (111,034)      9,105
  Inventories                                                 646         569
  Accounts Payable                                         20,670     (52,818)
  Accrued Taxes Payable                                    23,434     (12,032)
  Other Liabilities                                        (1,532)      1,330
  Other, Net                                               (3,969)    (13,916)
Changes in Components of Working Capital Associated
 with Investing and Financing Activities                    8,832      42,338
NET OPERATING CASH INFLOWS                                286,562     121,444

INVESTING CASH FLOWS
  Additions to Oil and Gas Properties                    (140,213)   (172,444)
  Exploration Costs                                       (17,458)    (12,936)
  Dry Hole Costs                                           (6,620)    (10,406)
  Proceeds from Sales of Assets                             7,320       1,772
  Changes in Components of Working Capital Associated
   with Investing Activities                               (8,860)    (42,226)
  Other, Net                                               (1,770)     (4,667)
NET INVESTING CASH OUTFLOWS                              (167,601)   (240,907)

FINANCING CASH FLOWS
  Long-Term Debt Borrowings (Repayments)                 (100,924)    119,693
  Dividends Paid                                           (7,241)     (7,282)
  Treasury Stock Purchased                                (21,295)          -
  Proceeds from Sales of Treasury Stock                     7,456       9,960
  Other, Net                                                   28         (17)
NET FINANCING CASH INFLOWS (OUTFLOWS)                    (121,976)    122,354
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           (3,015)      2,891
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD            9,848       2,512
CASH AND CASH EQUIVALENTS AT END OF PERIOD              $   6,833   $   5,403



     The accompanying notes are an integral part of these consolidated
                           financial statements.



            PART I.  FINANCIAL INFORMATION   (Continued)

             ITEM 1.  FINANCIAL STATEMENTS   (Continued)
                         EOG RESOURCES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. The consolidated financial statements of EOG Resources, Inc.
   and subsidiaries (EOG) included herein have been prepared by
   management without audit pursuant to the rules and regulations of
   the Securities and Exchange Commission.  Accordingly, they reflect
   all normal recurring adjustments which are, in the opinion of
   management, necessary for a fair presentation of the financial
   results for the interim periods.  Certain information and notes
   normally included in financial statements prepared in accordance
   with accounting principles generally accepted in the United States
   of America have been condensed or omitted pursuant to such rules and
   regulations.  However, management believes that the disclosures are
   adequate to make the information presented not misleading.  These
   consolidated financial statements should be read in conjunction with
   the consolidated financial statements and the notes thereto included
   in EOG's Annual Report on Form 10-K for the year ended December 31,
   2002 ("EOG's 2002 Annual Report").

   The preparation of financial statements in conformity with
   accounting principles generally accepted in the United States of
   America requires management to make estimates and assumptions that
   affect the reported amounts of assets and liabilities and
   disclosure of contingent assets and liabilities at the date of the
   financial statements and the reported amounts of revenues and
   expenses during the reporting period.  Actual results could differ
   from those estimates.

   Certain reclassifications have been made to prior period financial
   statements to conform with the current presentation.

   As more fully discussed in Note 11 to the consolidated financial
   statements included in EOG's 2002 Annual Report, EOG engages in
   price risk management activities from time to time.  Derivative
   financial instruments (primarily price swaps and collars) are
   utilized selectively to hedge the impact of market fluctuations on
   natural gas and crude oil market prices.  During the first quarter
   of 2003 and 2002, EOG elected not to designate any of its price
   risk management activities as accounting hedges, and accordingly,
   accounted for them using the mark-to-market accounting method.

   In June 2001, the Financial Accounting Standards Board ("FASB")
   issued Statement of Financial Accounting Standards ("SFAS") No.
   143 - "Accounting for Asset Retirement Obligations" effective for
   fiscal years beginning after June 15, 2002.  As more fully
   discussed in Note 1 to the consolidated financial statements
   included in EOG's 2002 Annual Report, SFAS No. 143 essentially
   requires entities to record the fair value of a liability for
   legal obligations associated with the retirement of tangible long-
   lived assets and the associated asset retirement costs.  EOG
   adopted the statement on January 1, 2003.  The adoption of SFAS
   No. 143 did not have a material effect on the financial condition
   or results of operations of EOG (see Note 6).

   In December 2002, the FASB issued SFAS No. 148 - "Accounting for
   Stock-Based Compensation-Transition and Disclosure - an amendment
   of FASB Statement No. 123."  This statement provides alternative
   methods of transition for a voluntary change to the fair value
   based method of accounting for stock-based employee compensation,
   along with the requirement of disclosure in both annual and
   interim financial statements about the method used and effect on
   reported results (see Note 8).  Subsequently, at the April 22,
   2003 FASB meeting, the FASB decided to require all companies to
   expense the value of employee stock options.  Companies will be
   required to measure the cost according to the fair value of the
   options.  EOG continues to monitor the developments in this area
   as details of the implementation of the decision emerge.


             PART I.  FINANCIAL INFORMATION   (Continued)

             ITEM 1.  FINANCIAL STATEMENTS   (Continued)
                         EOG RESOURCES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


2. The following table sets forth the computation of basic and
   diluted earnings per share from net income (loss) available to
   common (in thousands, except per share amounts).  For the first
   quarter of 2002, the same number of shares was used in the
   calculation of both basic and diluted earnings per share as a result
   of the net loss available to common.



                                                          Three Months Ended
                                                              March 31,
                                                           2003       2002

                                                              
   Numerator for Basic and Diluted Earnings Per Share -
    Net Income (Loss) Available To Common                $126,667   $(26,999)

   Denominator for Basic Earnings Per Share -
    Weighted Average Shares                               114,427    115,485
   Potential Dilutive Common Shares -
    Stock Options                                           1,555          -
    Restricted Stock and Units                                242          -
   Denominator for Diluted Earnings Per Share -
    Adjusted Weighted Average Shares                      116,224    115,485

   Net Income (Loss) Per Share of Common Stock
    Basic                                                $   1.11   $  (0.23)
    Diluted                                              $   1.09   $  (0.23)



3. The following table presents the components of EOG's
   comprehensive income (loss):



                                                          Three Months Ended
                                                              March 31,
                                                           2003       2002
                                                            (In Thousands)

                                                              
  Net Income (Loss)                                      $129,425   $(24,241)
  Other Comprehensive Income
    Foreign Currency Translation Adjustment                39,256        106
    Available-for-Sale Security Transactions                    -        926
  Comprehensive Income (Loss)                            $168,681   $(23,209)




            PART I.  FINANCIAL INFORMATION   (Continued)

             ITEM 1.  FINANCIAL STATEMENTS   (Continued)
                         EOG RESOURCES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


4. Selected financial information about operating segments is
   reported below for the three-month periods ended March 31, 2003 and
   2002:



                                          Three Months Ended
                                               March 31,
                                            2003       2002
                                            (In Thousands)
                                               
  NET OPERATING REVENUES
    United States                         $358,505   $140,869
    Canada                                  80,689     30,407
    Trinidad                                25,464     15,277
    Other                                       11         10
    TOTAL                                 $464,669   $186,563

  OPERATING INCOME (LOSS)
    United States                         $162,117   $(30,779)
    Canada                                  51,390      1,276
    Trinidad                                16,971      8,877
    Other                                   (4,349)       (20)
    TOTAL                                  226,129    (20,646)

  RECONCILING ITEMS
    Other Income (Expense), Net                152    (3,163)
    Interest Expense, Net                   15,318     12,051
  INCOME (LOSS) BEFORE INCOME TAXES       $210,963   $(35,860)



5. EOG and numerous other companies in the natural gas industry
   are named as defendants in various lawsuits alleging violations of
   the Civil False Claims Act. These lawsuits have been consolidated
   for pre-trial proceedings in the United States District Court for
   the District of Wyoming. The plaintiffs contend that defendants have
   underpaid royalties on natural gas and natural gas liquids produced
   on federal and Indian lands through the use of below-market prices,
   improper deductions, improper measurement techniques and
   transactions with affiliated companies. Plaintiffs allege that the
   royalties paid by defendants were lower than the royalties required
   to be paid under federal regulations and that the forms filed by
   defendants with the Minerals Management Service reporting these
   royalty payments were false, thereby violating the Civil False
   Claims Act. The United States has intervened in certain of the cases
   as to some of the defendants, but has not intervened as to EOG.  The
   plaintiffs in one of the two lawsuits in which EOG is involved
   dismissed EOG from that case without prejudice.  Based on EOG's
   present understanding of these cases, EOG believes that it has
   substantial defenses to these claims and intends to vigorously
   assert these defenses. However, if EOG is found to have violated the
   Civil False Claims Act, EOG could be subject to a variety of
   sanctions, including treble damages and substantial monetary fines.

   There are various other suits and claims against EOG that have
   arisen in the ordinary course of business. However, management
   does not believe these suits and claims will individually or in
   the aggregate have a material adverse effect on the financial
   condition or results of operations of EOG. EOG has been named as a
   potentially responsible party in certain Comprehensive
   Environmental Response, Compensation, and Liability Act
   proceedings. However, management does not believe that any
   potential assessments resulting from such proceedings will
   individually or in the aggregate have a materially adverse effect
   on the financial condition or results of operations of EOG.



             PART I.  FINANCIAL INFORMATION   (Continued)

             ITEM 1.  FINANCIAL STATEMENTS   (Continued)
                         EOG RESOURCES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


6. EOG adopted the SFAS No. 143 - "Accounting for Asset Retirement
   Obligations" on January 1, 2003.  The impact of adopting the
   statement resulted in an after-tax loss of $7.1 million, which is
   reported as cumulative effect of change in accounting principle.
   The following table presents the reconciliation of the beginning
   and ending aggregate carrying amount of short-term and long-term
   legal obligations associated with the retirements of oil and gas
   properties pursuant to SFAS No. 143 for the quarter ended March
   31, 2003 (in thousands):



                                  Asset Retirement Obligations
                                 Short-Term   Long-Term    Total

                                                 
   Balance at December 31, 2002    $    -      $     -    $      -
    Carrying Amount at Adoption     6,384       92,097      98,481
    Liabilities Incurred                -        1,036       1,036
    Liabilities Settled              (329)         (82)       (411)
    Accretion                          31        1,081       1,112
    Foreign Currency Translation       43          697         740
   Balance at March 31, 2003       $6,129      $94,829    $100,958


   Pro forma net income and earnings per share are not presented for
   the three months ended March 31, 2002 because the pro forma
   application of SFAS No. 143 to the prior period would not result
   in pro forma net income and earnings per share materially
   different from the actual amounts reported for the period in the
   accompanying Consolidated Statements of Income.

7. EOG, through certain wholly-owned subsidiaries, owns equity
   interests in two Trinidadian companies:  Caribbean Nitrogen
   Company Limited ("CNCL") and Nitrogen (2000) Unlimited ("N2000").
   During the first quarter of 2003, EOG completed separate share
   purchase agreements whereby a portion of the EOG subsidiaries'
   shareholdings in CNCL and N2000 was sold to a third party energy
   company.  The sale left EOG with equity interests of approximately
   12% in CNCL and 27% in N2000 and did not result in any gain or
   loss.

   During the first quarter of 2003, N2000 received a revised
   certificate of environmental clearance from the Environmental
   Management Authority of Trinidad and Tobago and confirmation from
   the lender of N2000's long-term debt that the lender is satisfied
   with the revisions.  As a result, the long-term debt is now non-
   recourse to the N2000 shareholders.



             PART I.  FINANCIAL INFORMATION   (Continued)

             ITEM 1.  FINANCIAL STATEMENTS   (Concluded)
                         EOG RESOURCES, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


8. EOG has various stock plans ("the Plans") under which employees
   and non-employee members of the Board of Directors of EOG and its
   subsidiaries have been or may be granted certain equity
   compensation.

   Stock Options.  EOG has in place compensatory stock option plans
   whereby participants have been or may be granted rights to
   purchase shares of common stock of EOG at a price not less than
   the market price of the stock as of the date of grant.

   EOG's pro forma net income (loss) and net income (loss) per share
   of common stock for the three-month periods ended March 31, 2003
   and 2002, had compensation costs been recorded using the fair
   value method in accordance with SFAS No. 123 - "Accounting for
   Stock-Based Compensation," as amended by SFAS No. 148 -
   "Accounting for Stock-Based Compensation-Transition and Disclosure -
   an amendment of FASB Statement No. 123," are presented below
   pursuant to the disclosure requirement of SFAS No. 148 (in
   millions except per share data):



                                                           Three Months Ended
                                                                March 31,
                                                              2003     2002

                                                                
   Net Income (Loss) Available to Common - As Reported       $126.7   $(27.0)
   Deduct: Total stock-based employee compensation expense     (3.3)    (4.2)
   Net Income (Loss) Available to Common - Pro Forma         $123.4   $(31.2)

   Net Income (Loss) per Share Available to Common
     Basic - As Reported                                     $ 1.11   $(0.23)
     Basic - Pro Forma                                       $ 1.08   $(0.27)

     Diluted - As Reported                                   $ 1.09   $(0.23)
     Diluted - Pro Forma                                     $ 1.06   $(0.27)


   The effects of applying SFAS No. 123, as amended, should not be
   interpreted as being indicative of future effects.  The statement
   does not apply to awards prior to 1995, and the extent and timing
   of additional future awards cannot be predicted.

   Restricted Stock and Units.  Under the Plans, employees may be
   granted restricted stock and/or units without cost to them.
   Related compensation expense for the three-month periods ended
   March 31, 2003 and 2002 was $1.3 million and $1.1 million,
   respectively.




             PART I.  FINANCIAL INFORMATION   (Continued)

           ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                          EOG RESOURCES, INC.


  The following review of operations for the three-month periods ended
March 31, 2003 and 2002 should be read in conjunction with the
consolidated financial statements of EOG Resources, Inc. and
subsidiaries (EOG) and Notes thereto.

Results of Operations
Three Months Ended March 31, 2003 vs. Three Months Ended March 31, 2002

  Net Operating Revenues.  Wellhead volume and price statistics for
the specified quarters were as follows:



                                                     Three Months Ended
                                                           March 31,
                                                        2003      2002
                                                          
Natural Gas Volumes (MMcf per day)(1)
  United States                                          642       635
  Canada                                                 158       145
    North America                                        800       780
  Trinidad                                               154       108
    TOTAL                                                954       888
Average Natural Gas Prices ($/Mcf)(2)
  United States                                        $5.92     $2.25
  Canada                                                5.18      2.29
    North America Composite                             5.77      2.26
  Trinidad                                              1.32      1.27
    COMPOSITE                                           5.05      2.14
Crude Oil/Condensate Volumes (MBbl per day)(1)
  United States                                         18.4      20.0
  Canada                                                 2.1       1.8
    North America                                       20.5      21.8
  Trinidad                                               2.3       1.9
    TOTAL                                               22.8      23.7
Average Crude Oil/Condensate Prices ($/Bbl)(2)
  United States                                       $32.96    $20.07
  Canada                                               31.78     19.10
    North America Composite                            32.84     19.99
  Trinidad                                             33.27     17.68
    COMPOSITE                                          32.89     19.80
Natural Gas Liquids Volumes (MBbl per day)(1)
  United States                                          3.1       3.9
  Canada                                                 0.7       0.7
    TOTAL                                                3.8       4.6
Average Natural Gas Liquids Prices ($/Bbl)(2)
  United States                                       $23.24    $11.30
  Canada                                               22.09      8.48
    COMPOSITE                                          23.04     10.84
Natural Gas Equivalent Volumes (MMcfe per day)(3)
  United States                                          771       778
  Canada                                                 174       161
    North America                                        945       939
  Trinidad                                               169       119
    TOTAL                                              1,114     1,058

Total Bcfe(3)Deliveries                                  100        95


(1) Million cubic feet per day or thousand barrels per day, as
    applicable.
(2) Dollars per thousand cubic feet or per barrel, as applicable.
(3) Million cubic feet equivalent per day or billion cubic feet
    equivalent, as applicable.




            PART I.  FINANCIAL INFORMATION   (Continued)

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                         EOG RESOURCES, INC.


  During the first quarter of 2003, net operating revenues increased
$278 million to $465 million.  Total wellhead revenues of $509
million increased by $291 million, or 133%, as compared to a year
ago.

  Wellhead natural gas revenues for the first quarter of 2003
increased $263 million, or 153%, as a result of higher average
wellhead natural gas prices and increased natural gas deliveries
primarily in Trinidad, Canada and the Corpus Christi and Oklahoma
City Divisions.  The composite average wellhead natural gas price
increased 136% to $5.05 per Mcf for the first quarter of 2003
compared to $2.14 per Mcf for the same quarter of 2002.

  Natural gas deliveries increased to 954 MMcf per day for the first
quarter of 2003 compared to 888 MMcf per day a year ago.  The
increase in natural gas deliveries was primarily due to the
production from the U(a) Block in Trinidad whose production
commencement was not until the second quarter of 2002, an active
drilling program and strategic property acquisitions beginning mid
2002 in Canada, and increased production in the Corpus Christi and
Oklahoma City Divisions, partially offset by a general decline in
production in the Tyler Division.

  Wellhead crude oil and condensate revenues increased approximately
$25 million to $68 million for the first quarter of 2003, primarily
due to an increase in the average wellhead crude oil and condensate
prices, offset slightly by the decrease in crude oil and condensate
deliveries.  The average wellhead price for crude oil and condensate
increased 66% to $32.89 per barrel compared to $19.80 per barrel for
the same quarter of 2002.

  Crude oil and condensate deliveries decreased 4% to 22.8 MBbl per
day for the first quarter of 2003 compared to 23.7 MBbl per day a
year ago.  The decrease in volumes was primarily due to a natural
decline in crude oil and condensate production in the United States,
partially offset by increased production in Trinidad and Canada.

  Natural gas liquids revenues of $8 million were approximately $3
million higher than a year ago primarily due to an increase in
prices of 113% and partially offset by a decrease in deliveries of
17%.

  During the first quarter of 2003, EOG recognized a loss on mark-to-
market commodity derivative contracts of $45 million compared to a
loss of $34 million for the prior year period.  During the first
quarter of 2003, net cash outflows related to settled natural gas
and crude oil financial price swap contracts and settled natural gas
financial collar contracts were $28 million compared to a net cash
inflow of $11 million for the comparable period in 2002.

  Operating Expenses.  For the first quarter of 2003, operating
expenses of $239 million were approximately $32 million higher than
that of the first three months of 2002.

  Taxes other than income of $30 million were $14 million higher in
the first quarter of 2003 compared to a year ago due to increased
wellhead revenue in the United States resulting primarily from
increased  average wellhead natural gas prices along with increased
natural gas production.

  Depreciation, depletion and amortization ("DD&A") expenses of $104
million increased $9 million from the prior year period primarily
due to higher DD&A in Canada and the Midland, Offshore and Corpus
Christi Divisions.  First quarter 2003 DD&A also included $1 million
of accretion expense related to SFAS No. 143 - "Accounting for Asset
Retirement Obligations" which was adopted on January 1, 2003.

  Lease and well expenses of $48 million were $8 million higher than
the prior year period primarily due to expanding operations, higher
production costs from certain properties, and increased activity
resulting from higher production in Canada and the Corpus Christi
Division along with an increase in transportation related costs in
the Denver Division.

  Exploration costs of $18 million were $5 million higher than the
same period a year ago due primarily to increased exploratory
activities in the United States.

  Dry hole costs of $7 million decreased $4 million in the first
quarter of 2003 compared to the same period a year ago.



            PART I.  FINANCIAL INFORMATION   (Continued)

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                         EOG RESOURCES, INC.


  Interest Expense, Net.  For the first quarter of 2003, interest
expense increased approximately $3 million compared to the first
quarter of 2002.  The increase was due primarily to a higher average
debt balance during the first quarter of 2003 and a $1 million
interest charge related to a completed sales tax audit.

  Per-Unit Costs.  The following table presents the costs per Mcfe
for the three-month periods ended March 31, 2003 and 2002:




                                         Three Months Ended March 31,
                                                2003      2002

                                                   
            Lease and Well                     $0.48     $0.43
            DD&A                                1.03      0.99
            General and Administrative          0.21      0.22
            Taxes Other than Income             0.30      0.17
            Interest Expense                    0.15      0.13
               Total Per-Unit Costs            $2.17     $1.94


  The higher per-unit rates of taxes other than income, lease and
well, and interest expense for the three-month period ended March
31, 2003 compared to the same period in 2002 were due primarily to
the reasons delineated in the above discussion.

  The higher per-unit DD&A rate for the three-month period ended
March 31, 2003 compared to the same period in 2002 was due primarily
to increased production from higher cost properties in the Corpus
Christi and Midland Divisions, and in Canada.  The rate was also
affected by the reduced reserve estimate for a certain offshore
property.  Accretion expense from the adoption of SFAS No. 143
increased the DD&A rate by $0.01 in the first quarter of 2003.

  Income Tax Provision.  For the first quarter of 2003, income tax
provision increased $86 million to $74 million compared to the first
quarter of 2002 due to increases of both the pre-tax income and the
net effective tax rate.  The increase in the net effective tax rate
for the first quarter of 2003 to 35% from 32% for the same period of
2002 was due primarily to the expiration of the Section 29 Credit
provision in the Internal Revenue Code as of December 31, 2002 and
increases in the overall foreign effective tax rate.

Capital Resources and Liquidity

  EOG's primary sources of cash during the three months ended March
31, 2003 included funds generated from operations, proceeds from
sales of partial interests in certain equity investments, proceeds
from stock options exercised and proceeds from the sales of selected
oil and gas reserves and related assets.  Primary cash outflows
included funds used in operations, exploration and development
expenditures, repayments of debt, common stock repurchases and
dividends paid to EOG shareholders.

  Net operating cash inflows of $287 million for the first three
months of 2003 increased from $121 million as compared to the first
three months of 2002 due to higher net operating revenues resulting
from higher natural gas and crude oil and condensate prices and
natural gas production, net of increased cash operating expenses and
current income taxes, along with higher tax benefits on stock
options exercised.

  Net investing cash outflows of approximately $168 million for the
first three months of 2003 decreased from $241 million versus the
comparable prior year period due primarily to lower exploration and
development expenditures and decreased uses of working capital
related to investing activities.  Changes in components of working
capital associated with investing activities included changes in
accounts payable associated with the accrual of exploration and
development expenditures and changes in inventories which represent
materials and equipment used in drilling and related activities.



            PART I.  FINANCIAL INFORMATION   (Continued)

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Continued)
                         EOG RESOURCES, INC.


  Exploration and development expenditures for the first three
months of 2003 and 2002 were as follows (in millions):



                                              Three Months Ended
                                                   March 31,
                                                 2003     2002

                                                    
  United States                                  $130     $130
  Canada                                           24       46
    North America                                 154      176
  Trinidad                                          1       20
  Other                                             9        -
    Subtotal                                      164      196
  Deferred Income Tax Gross Up                      -        3
  TOTAL                                          $164     $199


  Total exploration and development expenditures of $164 million for
the first three months of 2003 were $35 million lower than the
comparable prior year period due primarily to decreased exploratory
and development activities in Trinidad and Canada.  Included in the
2003 expenditures are $102 million in development, $51 million for
exploration, $9 million in property acquisitions, and $2 million in
capitalized interest.

  The level of exploration and development expenditures will vary in
future periods depending on energy market conditions and other
related economic factors.  EOG has significant flexibility with
respect to financing alternatives and the ability to adjust its
exploration and development expenditure budget as circumstances
warrant.  There are no material continuing commitments associated
with expenditure plans.

  Cash used by financing activities was $122 million for the first
three months of 2003 versus cash provided of $122 million for the
comparable prior year period.  Financing activities for 2003
included the reduction of the outstanding balance on commercial
paper borrowings and the uncommitted line of credit of $93 and $8
million, respectively, common stock repurchases of $21 million, cash
dividend payments to EOG shareholders of $7 million, and proceeds
from sales of treasury stock attributable to employee stock option
exercises of $7 million.

  Based upon existing economic and market conditions, management
believes net operating cash flow and available financing
alternatives will be sufficient to fund net investing and other cash
requirements of EOG for the foreseeable future.

  As more fully discussed in Note 11 to the consolidated financial
statements included in EOG's 2002 Annual Report, EOG engages in
price risk management activities from time to time.  Derivative
financial instruments (primarily price swaps and collars) are
utilized selectively to hedge the impact of market fluctuations on
natural gas and crude oil prices.  During the first three months of
2003 and 2002, EOG elected not to designate any of its price risk
management activities as accounting hedges, and accordingly,
accounted for them using the mark-to-market accounting method.

  At March 31, 2003, EOG had outstanding natural gas financial
collar contracts that set floor prices that averaged $3.81 per
million British thermal units ("MMBtu") and ceiling prices that
averaged $5.32 per MMBtu covering notional volumes of 125,000
million British thermal units per day ("MMBtud") of natural gas for
the period April 2003 through December 2003.  At March 31, 2003, the
fair value of these natural gas financial collar contracts was a
negative $13 million.

  At March 31, 2003, EOG had outstanding natural gas financial price
swap contracts covering notional volumes of 100,000 MMBtud of
natural gas for the period April 2003 through October 2003 at an
average price of $4.80 per MMBtu.  At March 31, 2003, the fair value
of these natural gas financial price swap contracts was a negative
$7 million.



            PART I.  FINANCIAL INFORMATION   (Continued)

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
     FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (Concluded)
                         EOG RESOURCES, INC.


  At March 31, 2003, EOG had outstanding crude oil financial price
swap contracts covering notional volumes of three thousand barrels
per day ("MBbld") of crude oil for April and May 2003 at an average
price of $27.40 per barrel and five MBbld of crude oil for the
period June 2003 through December 2003 at an average price of $25.30
per barrel.  At March 31, 2003, the fair value of these crude oil
financial price swap contracts was a negative $3 million.


Information Regarding Forward-Looking Statements

  This Quarterly Report on Form 10-Q includes 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, including,
among others, statements regarding EOG's future financial position,
business strategy, budgets, reserve information, projected levels of
production, projected costs and plans and objectives of management
for future operations, are forward-looking statements.  EOG
typically uses words such as "expect," "anticipate," "estimate,"
"strategy," "intend," "plan," "target" and "believe" or the negative
of those terms or other variations of them or by comparable
terminology to identify its forward-looking statements. In
particular, statements, express or implied, concerning future
operating results, the ability to replace or increase reserves or to
increase production, or the ability to generate income or cash flows
are forward-looking statements.  Forward-looking statements are not
guarantees of performance.  Although EOG believes its expectations
reflected in forward-looking statements are based on reasonable
assumptions, no assurance can be given that these expectations will
be achieved.  Important factors that could cause actual results to
differ materially from the expectations reflected in the forward-
looking statements include, among others:  the timing and extent of
changes in commodity prices for crude oil, natural gas and related
products and interest rates; the extent and effect of any hedging
activities engaged in by EOG; the extent of EOG's success in
discovering, developing, marketing and producing reserves and in
acquiring oil and gas properties; the accuracy of reserve estimates,
which by their nature involve the exercise of professional judgment
and may therefore be imprecise; political developments around the
world, including terrorist activities and responses to such
activities; acts of war; and financial market conditions.  In light
of these risks, uncertainties and assumptions, the events
anticipated by EOG's forward-looking statements might not occur.
EOG undertakes no obligations to update or revise its forward-
looking statements, whether as a result of new information, future
events or otherwise.


           PART I.  FINANCIAL INFORMATION   (Concluded)

                  ITEM 4.  CONTROLS AND PROCEDURES
                         EOG RESOURCES, INC.


  Based on an evaluation of the disclosure controls and procedures
conducted within 90 days prior to the filing date of this report on
Form 10-Q, the Chairman of the Board and Chief Executive Officer,
Mark G. Papa, and the President and Chief of Staff, and Principal
Financial Officer, Edmund P. Segner, III, have concluded that the
disclosure controls and procedures (as defined in Rules 13a-14(c)
and 15d-14(c) promulgated under the Securities Exchange Act of 1934)
are effective.  There were no significant changes in the internal
controls or in other factors that could significantly affect those
controls subsequent to the date of the evaluation thereof.


                      PART II. OTHER INFORMATION

                         EOG RESOURCES, INC.

ITEM 1.  Legal Proceedings

     See Part 1, Item 1, Note 5 to Consolidated Financial
Statements, which is incorporated herein by reference.

ITEM 6.  Exhibits and Current Reports on Form 8-K

     (a) Exhibits

         Exhibit 99.1 - Certification of Periodic Report of Chief
          Executive Officer.

         Exhibit 99.2 - Certification of Periodic Report of Principal
          Financial Officer.

     (b) Current Reports on Form 8-K

         During the first quarter of 2003, EOG filed the following
         Current Reports on Form 8-K:

         -  On January 13, 2003, to provide estimates for the fourth
            quarter 2002, to present summaries of the full year 2003
            natural gas and crude oil financial price swap and natural
            gas financial collar contracts and to report anticipated
            financial results of the price risk management activities
            for the fourth quarter of 2002 in Item 9 - Regulation FD
            Disclosure.

         -  On February 3, 2003, to provide updated summaries of the full
            year 2003 natural gas and crude oil financial price swap and
            natural gas financial collar contracts in Item 9 - Regulation
            FD Disclosure.

         -  On February 20, 2003, to present management's discussion and
            analysis of financial condition and results of operations for
            2002, financial statements for 2002, and related exhibits in
            Item 7 - Financial Statements and Exhibits.

         -  On February 28, 2003, to provide estimates for the first
            quarter and full year 2003 and to present summaries of the
            full year 2003 natural gas and crude oil financial price swap
            and natural gas financial collar contracts in Item 9 - Regulation
            FD Disclosure.






                             SIGNATURES



  Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.



                         EOG RESOURCES, INC.
                         (Registrant)



Date:  May 6, 2003       By: /s/ T. K. DRIGGERS
                                 T. K. Driggers
                             Vice President, Accounting
                              and Land Administration
                             (Principal Accounting Officer)




                      CERTIFICATIONS


I, Mark G. Papa, the Principal Executive Officer of EOG Resources,
Inc., a Delaware corporation, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of EOG
Resources, Inc.;

2.   Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:

     a) designed such disclosure controls and procedures to
     ensure that material information relating to the
     registrant, including its consolidated subsidiaries, is
     made known to us by others within those entities,
     particularly during the period in which this quarterly
     report is being prepared;

     b) evaluated the effectiveness of the registrant's
     disclosure controls and procedures as of a date within 90
     days prior to the filing date of this quarterly report
     (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions
     about the effectiveness of the disclosure controls and
     procedures based on our evaluation as of the Evaluation
     Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation
     of internal controls which could adversely affect the
     registrant's ability to record, process, summarize and
     report financial data and have identified for the
     registrant's auditors any material weaknesses in internal
     controls; and

     b) any fraud, whether or not material, that involves
     management or other employees who have a significant role
     in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date:  May 6, 2003

/S/ MARK G. PAPA
    Mark G. Papa
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)



                    CERTIFICATIONS   (Concluded)


I, Edmund P. Segner, III, the Principal Financial Officer of EOG
Resources, Inc., a Delaware corporation, certify that:

1.   I have reviewed this quarterly report on Form 10-Q of EOG
Resources, Inc.;

2.   Based on my knowledge, this quarterly report does not contain
any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other
financial information included in this quarterly report, fairly
present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this quarterly report;

4.   The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for
the registrant and we have:

     a) designed such disclosure controls and procedures to
     ensure that material information relating to the
     registrant, including its consolidated subsidiaries, is
     made known to us by others within those entities,
     particularly during the period in which this quarterly
     report is being prepared;

     b) evaluated the effectiveness of the registrant's
     disclosure controls and procedures as of a date within 90
     days prior to the filing date of this quarterly report
     (the "Evaluation Date"); and

     c) presented in this quarterly report our conclusions
     about the effectiveness of the disclosure controls and
     procedures based on our evaluation as of the Evaluation
     Date;

5.   The registrant's other certifying officers and I have
disclosed, based on our most recent evaluation, to the registrant's
auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

     a) all significant deficiencies in the design or operation
     of internal controls which could adversely affect the
     registrant's ability to record, process, summarize and
     report financial data and have identified for the
     registrant's auditors any material weaknesses in internal
     controls; and

     b) any fraud, whether or not material, that involves
     management or other employees who have a significant role
     in the registrant's internal controls; and

6.   The registrant's other certifying officers and I have indicated
in this quarterly report whether or not there were significant
changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our
most recent evaluation, including any corrective actions with regard
to significant deficiencies and material weaknesses.

Date:  May 6, 2003

/S/ EDMUND P. SEGNER, III
    Edmund P. Segner, III
President and Chief of Staff
(Principal Financial Officer)




                            EXHIBIT INDEX


Exhibit
Number                        Description

*99.1    -- Certification of Periodic Report of Chief Executive Officer

*99.2    -- Certification of Periodic Report of Principal Financial Officer


*Exhibits filed herewith

EX-99

                                                     Exhibit 99.1

                CERTIFICATION OF PERIODIC REPORT


I, Mark G. Papa, Chairman of the Board and Chief Executive
Officer of EOG Resources, Inc., a Delaware Corporation (the
"Company"), certify, pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     (1)  the Quarterly Report on Form 10-Q of the Company for
     the quarterly period ended March 31, 2003 (the "Report")
     fully complies with the requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
     or 78o(d)); and

     (2)  the information contained in the Report fairly
     presents, in all material respects, the financial condition
     and results of operations of the Company.

A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission
or its staff upon request.

Dated:  May 6, 2003



                                   /S/ MARK G. PAPA
                                       Mark G. Papa
                                   Chairman of the Board and
                                    Chief Executive Officer

EX-99

                                                     Exhibit 99.2

                CERTIFICATION OF PERIODIC REPORT


I, Edmund P. Segner, III, President and Chief of Staff, and
Principal Financial Officer of EOG Resources, Inc., a Delaware
Corporation (the "Company"), certify, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

     (1)  the Quarterly Report on Form 10-Q of the Company for
     the quarterly period ended March 31, 2003 (the "Report")
     fully complies with the requirements of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
     or 78o(d)); and

     (2)  the information contained in the Report fairly
     presents, in all material respects, the financial condition
     and results of operations of the Company.

A signed original of this written statement required by Section
906 has been provided to the Company and will be retained by the
Company and furnished to the Securities and Exchange Commission
or its staff upon request.

Dated:  May 6, 2003



                                   /S/ EDMUND P. SEGNER, III
                                       Edmund P. Segner, III
                                   President and Chief of Staff,
                                    and Principal Financial Officer