Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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    Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Filed By Romeo & Dye's Instant Form 4 Filer
www.section16.net

1. Name and Address of Reporting Person*

Papa Mark G

2. Issuer Name and Ticker or Trading Symbol
EOG Resources, Inc. (EOG)

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Chairman & CEO                                

(Last)      (First)     (Middle)

333 Clay Street Ste. 4200
 

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Day/Year
10/31/2002

(Street)

Houston, TX 77002

5. If Amendment,
Date of Original
(Month/Day/Year)
 		 7. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
    Form filed by More than One Reporting Person

(City)     (State)     (Zip)

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned Follow-
ing Reported Transactions(s)
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Code

V

Amount

(A)
or
(D)

Price

Common Stock - Phantom

02/12/02

 

A

V

27,274

A

 

 

D

 

Common Stock - Phantom

01/30/02

 

A

V

5.40

A

32.90

 

D

 

Common Stock - Phantom

04/30/02

 

A

V

4.319

A

42.55

 

D

 

Common Stock - Phantom

07/31/02

 

A

V

5.360

A

34.29

 

D

 

Common Stock - Phantom

10/31/02

 

A

 

5.115

A

37.03

80,619

D

 

Common Stock

 

 

 

 

 

 

134,000

D

 

Common Stock

 

 

 

 

 

 

 

6,863

I

401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security

(Instr. 3)

2. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
Following
Reported Transaction(s)
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

V

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Non-Qualified Stock Options (right to buy)

32.40

02/12/02

 

A

V

77,065

 

2/12/02(1)

2/12/09

Common Stock

77,065

 

77,065

D

 

Employee Non-Qualified Stock Options (right to buy)

33.66

08/07/02

 

A

V

180,000

 

8/7/02(2)

8/7/09

Common Stock

180,000

 

180,000

D

 

Explanation of Responses:

(1) The option becomes exercisable in 20 percent increments beginning on grant date and on each of the next four grant date anniversaries.
(2) The option becomes exercisable in 20 percent increments beginning on grant date and on each of the next four grant date anniversaries.
  By: /s/ MARK G. PAPA
             Mark G. Papa
**Signature of Reporting Person		 10/31/02
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed.
          If space is insufficient, See Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

 

 
                       POWER OF ATTORNEY





Know  all  by  these  presents, that the  undersigned,  Mark G.

Papa,  hereby constitutes and appoints each of Barry Hunsaker,

Jr.,  Patricia  L. Edwards and Vickie L. Graham, signing

singly, the undersigned's true and lawful attorney-in-fact to:





  (1)  execute  for and on behalf of the undersigned,  in  the


  undersigned's capacity as an officer and/or director of  EOG


  Resources, Inc. ("Company"), Forms 3, 4, and 5 in accordance


  with  Section 16(a) of the Securities Exchange Act  of  1934


  and the rules thereunder;





  (2) do and perform any and all acts for and on behalf of the


  undersigned which may be necessary or desirable to  complete


  and  execute any such Form 3, 4, or 5, complete and  execute


  any  amendment or amendments thereto, and timely  file  such


  form   with  the  United  States  Securities  and   Exchange


  Commission and any stock exchange or similar authority; and





  (3)  take  any  other  action  of  any  type  whatsoever  in


  connection with the foregoing which, in the opinion of  such


  attorney-in-fact, may be of benefit to, in the best interest


  of,  or  legally  required  by, the  undersigned,  it  being


  understood  that the documents executed by such attorney-in-


  fact on behalf of the undersigned pursuant to this Power  of


  Attorney shall be in such form and shall contain such  terms


  and  conditions as such attorney-in-fact may approve in such


  attorney-in-fact's discretion.





The  undersigned hereby grants to each such attorney-in-fact full


power and authority to do and perform any and every act and thing


whatsoever  requisite, necessary, or proper to  be  done  in  the


exercise of any of the rights and powers herein granted, as fully


to  all intents and purposes as the undersigned might or could do


if  personally  present,  with  full  power  of  substitution  or


revocation,  hereby  ratifying  and  confirming  all  that   such


attorney-in-fact,  or  such  attorney-in-fact's   substitute   or


substitutes, shall lawfully do or cause to be done by  virtue  of


this  power of attorney and the rights and powers herein granted.


The  undersigned  acknowledges that the  foregoing  attorneys-in-


fact,  in  serving  in  such  capacity  at  the  request  of  the


undersigned,  are not assuming, nor is the Company assuming,  any


of  the undersigned's responsibilities to comply with Section  16


of the Securities Exchange Act of 1934.





This  Power  of  Attorney shall remain in full force  and  effect


until  the undersigned is no longer required to file Forms 3,  4,


and   5  with  respect  to  the  undersigned's  holdings  of  and


transactions in securities issued by the Company, unless  earlier


revoked by the undersigned in a signed writing delivered  to  the


foregoing attorneys-in-fact.





IN  WITNESS  WHEREOF, the undersigned has caused  this  Power  of


Attorney to be executed as of this 10 day of  September, 2002.





Signature:   /s/MARK G. PAPA


Print Name: Mark G. Papa