Form 4

FORM 4

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

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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*

Randall, III Edward

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

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

                                                  

(Last)      (First)     (Middle)

109 N. Post Oak Lane, Suite 435
 

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

 

4. Statement for
Month/Day/Year
12/16/2002

(Street)

Houston, TX 77024

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

12/16/02

 

A

 

362.494

A

41.38

16,432

D

 

Common Stock

 

 

 

 

 

 

 

87,500

D

 
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

Explanation of Responses:
  By: /s/ EDWARD RANDALL III
             Edward Randall, III
**Signature of Reporting Person		 12/16/02
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.

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                        POWER OF ATTORNEY



Know  all  by  these  presents, that the  undersigned, Edward

Randall, III,  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 23 day of  September, 2002.



Signature: _____/S/EDWARD RANDALL, III_



Print Name: Edward Randall, III