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 September 30, 2002


     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 the number of shares outstanding of each of the issuer's
classes of common stock, as of October 21, 2002.

    Title of each class                 Number of shares

Common Stock, $.01 par value              115,537,357





                            EOG RESOURCES, INC.

                             TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION                                    Page No.

       ITEM 1. Financial Statements

       Consolidated Statements of Income - Three Months Ended
        September 30, 2002 and 2001 And Nine Months Ended
        September 30, 2002 and 2001                                  3

       Consolidated Balance Sheets - September 30, 2002 and
        December 31, 2001                                            4

       Consolidated Statements of Cash Flows - Nine Months
        Ended September 30, 2002 and 2001                            5

       Notes to Consolidated Financial Statements                    6

       ITEM 2. Management's Discussion and Analysis of
                Financial Condition and Results of Operations       10

       ITEM 4. Controls and Procedures                              19

PART II. OTHER INFORMATION

       ITEM 1. Legal Proceedings                                    20

       ITEM 5. Other Information                                    20

       ITEM 6. Exhibits and Reports on Form 8-K                     20

Signatures                                                          21

Certifications                                                      22





                      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      Nine Months Ended
                                                     September 30,          September 30,
                                                    2002       2001        2002        2001

                                                                        
NET OPERATING REVENUES
Natural Gas                                       $224,018   $229,653    $631,874   $1,108,667
Crude Oil, Condensate and Natural Gas Liquids       62,121     65,324     165,531      213,661
Gains (Losses) on Mark-to-market
 Commodity Derivative Contracts                     (7,849)    58,750     (41,451)      95,033
Gains on Sales of Reserves and Related
 Assets and Other, Net                               1,579        445         921          112
TOTAL                                              279,869    354,172     756,875    1,417,473

OPERATING EXPENSES
Lease and Well                                      45,727     43,640     129,956      129,462
Exploration Costs                                   12,824     12,408      41,514       50,419
Dry Hole Costs                                       9,094     10,617      32,336       39,272
Impairments                                         11,802     20,597      34,548       52,628
Depreciation, Depletion and Amortization           100,208    103,351     292,624      294,782
General and Administrative                          21,582     20,925      64,283       57,609
Taxes Other Than Income                             16,932     18,687      50,980       81,091
TOTAL                                              218,169    230,225     646,241      705,263

OPERATING INCOME                                    61,700    123,947     110,634      712,210

OTHER INCOME (EXPENSE), NET                            (64)     1,272      (3,070)       1,883

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES     61,636    125,219     107,564      714,093
INTEREST EXPENSE, NET                               18,770     10,242      45,003       34,155

INCOME BEFORE INCOME TAXES                          42,866    114,977      62,561      679,938
INCOME TAX PROVISION                                13,979     43,014      19,807      256,525

NET INCOME                                          28,887     71,963      42,754      423,413
PREFERRED STOCK DIVIDENDS                            2,758      2,759       8,274        8,237
NET INCOME AVAILABLE TO COMMON                    $ 26,129   $ 69,204    $ 34,480   $  415,176

NET INCOME PER SHARE AVAILABLE TO COMMON
    Basic                                         $   0.23   $   0.60    $   0.30   $     3.58
    Diluted                                       $   0.22   $   0.59    $   0.29   $     3.51

AVERAGE NUMBER OF COMMON SHARES
  Basic                                            115,621    115,692     115,555      115,982
  Diluted                                          117,078    117,141     117,267      118,159






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)



                                                          September 30,   December 31,
                                                               2002           2001
                                                           (Unaudited)
                                  ASSETS
                                                                    
CURRENT ASSETS
Cash and Cash Equivalents                                  $    7,782     $    2,512
Accounts Receivable, Net                                      196,782        194,624
Inventories                                                    18,103         18,871
Assets from Price Risk Management Activities                        -         19,161
Other                                                          90,712         37,253
TOTAL                                                         313,379        272,421

OIL AND GAS PROPERTIES (SUCCESSFUL EFFORTS METHOD)          6,584,002      6,065,603
  Less: Accumulated Depreciation, Depletion
   and Amortization                                        (3,301,246)    (3,009,693)
    Net Oil and Gas Properties                              3,282,756      3,055,910
OTHER ASSETS                                                   96,822         85,713
TOTAL ASSETS                                               $3,692,957     $3,414,044

                   LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts Payable                                           $  176,858     $  219,561
Accrued Taxes Payable                                          33,366         40,219
Dividends Payable                                               5,039          5,045
Liabilities from Price Risk Management Activities              10,101              -
Other                                                          43,418         46,022
TOTAL                                                         268,782        310,847

LONG-TERM DEBT                                              1,090,868        855,969
OTHER LIABILITIES                                              53,793         53,522
DEFERRED INCOME TAXES                                         613,675        551,020

SHAREHOLDERS' EQUITY
Preferred Stock, $.01 Par, 10,000,000 Shares Authorized:
 Series B, 100,000 Shares Issued, Cumulative,
  $100,000,000 Liquidation Preference                          98,293         98,116
 Series D, 500 Shares Issued, Cumulative,
  $50,000,000 Liquidation Preference                           49,601         49,466
Common Stock, $.01 Par, 320,000,000 Shares
 Authorized and 124,730,000 Shares Issued                     201,247        201,247
Additional Paid in Capital                                        982              -
Unearned Compensation                                         (16,271)       (14,953)
Accumulated Other Comprehensive Income                        (51,650)       (55,118)
Retained Earnings                                           1,687,437      1,668,708
Common Stock Held in Treasury, 9,209,257 shares at
 September 30, 2002 and 9,278,382 shares at
 December 31, 2001                                           (303,800)      (304,780)
TOTAL SHAREHOLDERS' EQUITY                                  1,665,839      1,642,686

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $3,692,957     $3,414,044


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)



                                                          Nine Months Ended
                                                            September 30,
                                                          2002         2001

                                                              
CASH FLOWS FROM OPERATING ACTIVITIES
Reconciliation of Net Income to Net Operating
 Cash Inflows:
Net Income                                             $  42,754    $ 423,413
Items Not Requiring Cash
  Depreciation, Depletion and Amortization               292,624      294,782
  Impairments                                             34,548       52,628
  Deferred Income Taxes                                   38,225      170,315
  Other, Net                                              16,102        9,483
Exploration Costs                                         41,514       50,419
Dry Hole Costs                                            32,336       39,272
Mark-to-market Commodity Derivative Contracts
  Total (Gains) Losses                                    41,451      (95,033)
  Realized Gains (Losses)                                (11,741)      27,798
Losses on Sales of Reserves and Related Assets                14        1,028
Tax Benefits from Stock Options Exercised                  4,216        6,133
Other, Net                                                (1,552)      (2,748)
Changes in Components of Working Capital and
 Other Liabilities
  Accounts Receivable                                        902      138,819
  Inventories                                                768       (4,953)
  Accounts Payable                                       (45,292)       4,026
  Accrued Taxes Payable                                  (38,303)     (17,300)
  Other Liabilities                                         (919)      (1,067)
  Other, Net                                             (19,662)         (46)
Changes in Components of Working Capital Associated
 with Investing and Financing Activities                  35,046      (43,527)
NET OPERATING CASH INFLOWS                               463,031    1,053,442

INVESTING CASH FLOWS
Additions to Oil and Gas Properties                     (541,034)    (754,035)
Exploration Costs                                        (41,514)     (50,419)
Dry Hole Costs                                           (32,336)     (39,272)
Proceeds from Sales of Reserves and Related Assets         6,334        7,380
Changes in Components of Working Capital Associated
 with Investing Activities                               (35,590)      41,218
Other, Net                                               (14,017)      (8,642)
NET INVESTING CASH OUTFLOWS                             (658,157)    (803,770)

FINANCING CASH FLOWS
Long-Term Debt Borrowings (Repayments)                   234,899     (157,978)
Dividends Paid                                           (21,878)     (21,306)
Treasury Stock Purchased                                 (24,288)    (103,008)
Proceeds from Sales of Treasury Stock                     13,831       20,631
Other, Net                                                (2,168)       3,181
NET FINANCING CASH INFLOWS (OUTFLOWS)                    200,396     (258,480)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS           5,270       (8,808)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD           2,512       20,152
CASH AND CASH EQUIVALENTS AT END OF PERIOD             $   7,782    $  11,344



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
                               (Unaudited)


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 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, 2001 ("EOG's 2001 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.

    As more fully discussed in Note 12 to the consolidated financial
    statements included in EOG's 2001 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 nine months of 2002 and 2001,
    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 issued
    Statement of Financial Accounting Standards ("SFAS") No. 143 -
    "Accounting for Asset Retirement Obligations" effective for fiscal
    years beginning after June 15, 2002.  SFAS No. 143 requires entities
    to record the fair value of a liability for legal obligations
    associated with the retirement of tangible long-lived assets.  The
    fair value of the liability is added to the carrying amount of the
    associated asset and this additional carrying amount is depreciated
    over the life of the asset.  If the obligation is settled for other
    than the carrying amount of the liability, a gain or loss is
    recognized on settlement.  This statement will impact how EOG
    accounts for its abandonment liabilities related to its oil and gas
    properties.  EOG is currently evaluating the effect of adopting SFAS
    No. 143 on its financial statements and will adopt the statement on
    January 1, 2003.

2.  The following table sets forth the computation of basic and diluted
    earnings from net income available to common (in thousands, except per
    share amounts):



                                                           Three Months Ended     Nine Months Ended
                                                              September 30,         September  30,
                                                             2002       2001       2002       2001

                                                                                
    Numerator for basic and diluted earnings per share -
       Net income available to common                      $ 26,129   $ 69,204   $ 34,480   $415,176
    Denominator for basic earnings per share -
      Weighted average shares                               115,621    115,692    115,555    115,982
    Potential dilutive common shares -
      Stock options                                           1,252      1,385      1,474      1,911
      Restricted stock and units                                205         64        238        266
    Denominator for diluted earnings per share -
      Adjusted weighted average shares                      117,078    117,141    117,267    118,159
    Net income per share of common stock
      Basic                                                $   0.23   $   0.60   $   0.30   $   3.58
      Diluted                                              $   0.22   $   0.59   $   0.29   $   3.51





              PART I.  FINANCIAL INFORMATION   (Continued)

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


3.  The following table presents the components of EOG's comprehensive
    income for the three-month and nine-month periods ended September  30,
    2002 and 2001 (in thousands):



                                                 Three Months Ended    Nine Months Ended
                                                    September 30,         September 30,
                                                   2002       2001       2002       2001

                                                                      
    Net Income                                   $ 28,887   $ 71,963   $ 42,754   $423,413
    Other Comprehensive Income
      Unrealized Loss on Available-for-sale
       Security, net of tax                             -       (517)         -     (1,062)
      Reclassification of Nontemporary Decline
       in Fair Value of Available-for-sale
       Security to Earnings                             -          -        926          -
      Foreign Currency Translation Adjustments    (20,977)   (13,943)     2,542    (18,801)
    COMPREHENSIVE INCOME                         $  7,910   $ 57,503   $ 46,222   $403,550



4.  Selected financial information about operating segments is reported
    below for the three-month and nine-month periods ended September 30,
    2002 and 2001 (in thousands):



                                          Three Months Ended     Nine Months Ended
                                             September 30,         September 30,
                                            2002       2001       2002        2001

                                                               
    NET OPERATING REVENUES
      United States                       $219,287   $304,188   $588,098   $1,206,388
      Canada                                37,603     32,897    113,323      158,606
      Trinidad                              22,966     17,071     55,418       52,413
      Other                                     13         16         36           66
      TOTAL                               $279,869   $354,172   $756,875   $1,417,473

    OPERATING INCOME (LOSS)
      United States                       $ 40,056   $101,409   $ 61,839   $  593,073
      Canada                                 7,123     12,966     17,151       99,088
      Trinidad                              14,642      9,865     34,132       26,354
      Other                                   (121)      (293)    (2,488)      (6,305)
      TOTAL                                 61,700    123,947    110,634      712,210

    RECONCILING ITEMS
      Other Income (Expense), Net              (64)     1,272     (3,070)       1,883
      Interest Expense, Net                 18,770     10,242     45,003       34,155
    INCOME BEFORE INCOME TAXES            $ 42,866   $114,977   $ 62,561   $  679,938




              PART I.  FINANCIAL INFORMATION   (Continued)

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


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.  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 material
    adverse effect on the financial condition or results of operations of
    EOG.

6.  From time to time, EOG repurchases shares of its common stock for
    purposes of reducing the number of shares of common stock outstanding
    and limiting the dilution resulting from common shares issued or
    anticipated to be issued under EOG's employee stock and stock option
    plans.  For the first nine months of 2002, EOG repurchased 0.7 million
    shares of its common stock.  For the first nine months of 2001, EOG
    repurchased 1.8 million shares of its common stock.  To supplement its
    share repurchase program, EOG entered into a series of equity derivative
    transactions in the second quarter of 2001.  During the second quarter
    of 2001, EOG sold put options obligating EOG to purchase up to 0.6
    million shares of its common stock, with such options expiring in
    December 2001 at an average price of $33.42.  These transactions were
    accounted for as equity transactions with premiums received recorded to
    Additional Paid in Capital in the Consolidated Balance Sheets.  These
    options expired unexercised in December 2001.

7.  EOG Company of Canada ("EOG Canada") completed a sale via a private
    placement on April 2, 2002 of $100 million of 7.00% Senior Notes due
    2011.  The notes constitute a further issuance of EOG Canada's 7.00%
    Senior Notes due 2011, first issued on December 5, 2001, and form a
    single series with those notes.  Proceeds of the offering before the
    payment of expenses were approximately $100.5 million, including accrued
    interest.

8.  In July 2002, the $300 million credit facility that was scheduled
    to expire was renewed at the same commitment level for a period of one
    year, which is the same period as the last renewal of this facility.
    This facility commits the banks to advance funds for a period up to and
    including July 23, 2003, with any outstanding balances under this
    facility maturing July 23, 2004.  EOG has not drawn any funds under this
    facility.

9.  As discussed in more detail in Item 1 of EOG's Form 10-K for the
    fiscal year ended December 31, 1999, under the heading "Relationship
    Between the Company and Enron Corp.," following the closing on August
    16, 1999 of the Share Exchange between EOG and Enron Corp. ("Enron"),
    Enron issued to investors promissory notes that were mandatorily
    exchangeable at maturity into a maximum of 11.5 million shares of EOG
    common stock, which constituted all of Enron's remaining shares in EOG
    on the date the notes were issued.  According to the prospectus for the
    notes, the notes are unsecured general corporate obligations of Enron.
    The maturity date for the notes was July 31, 2002.  In light of Enron's
    bankruptcy, EOG believes it is unlikely that the notes will be exchanged
    for EOG common stock.

    According to filings with the Securities and Exchange Commission, the
    11.5 million shares of EOG common stock formerly held by Enron are
    currently held by an affiliate of Enron.  By an order entered on June
    21, 2002, the bankruptcy judge in the Enron bankruptcy case
    authorized the sale of the 11.5 million shares of EOG common stock in
    a manner specified in the judge's order, with the proceeds to be
    placed into escrow.  The timing of the sale is to be determined by a
    committee of interested parties that does not include EOG.  The
    entire 11.5 million shares have been included in EOG's outstanding
    common shares.



              PART I.  FINANCIAL INFORMATION   (Continued)

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


10. During the second and third quarters of 2002, EOG, through a
    subsidiary, invested in and currently owns an approximate 31% equity
    interest in a Trinidad company named Nitrogen 2000 Unlimited ("Nitro").
    The other shareholders in Nitro are subsidiaries of Ferrostaal AG,
    Halliburton and Clico Energy Company Limited.  At September 30, 2002,
    the investment in Nitro was approximately $13.6 million, with additional
    equity payments of $14.1 million due over the next 20 months.  Nitro is
    constructing an ammonia plant in Trinidad which is expected to commence
    production around 2005.  Upon funding, Nitro will have a long-term debt
    balance of approximately $228.0 million, which will be non-recourse to
    Nitro's shareholders.  EOG will be liable for its share of any pre-
    completion deficiency funds loans to fund plant cost overruns up to $15
    million, approximately $4.6 million of which is net to EOG's interest.
    EOG will also be liable for its share of any post-completion deficiency
    funds loans to fund the costs of operation, payment of principal and
    interest to the principal creditor and other cash deficiencies of Nitro
    up to $30 million, approximately $9.2 million of which is net to EOG's
    interest.  The Shareholders' Agreement requires the consent of the
    holders of 90% or more of the shares to take certain material actions.
    Accordingly, given its current level of equity ownership, EOG is able to
    exercise significant influence over the operating and financial policies
    of Nitro and therefore, accounts for the investment using the equity
    method.

11. On October 30, 2002, EOG entered into a Senior Unsecured Term
    Loan Facility (the "Facility") with a group of banks whereby the
    banks agreed to lend EOG $150 million with a maturity of three years.
    EOG will use the loan proceeds under this Facility to reduce
    outstanding commercial paper and uncommitted bank line borrowings.
    This Facility calls for interest to be charged at a spread over LIBOR
    or the Base rate at EOG's option, and contains the same covenants as
    those in EOG's $300 million Long-Term Revolving Credit Agreement.
    EOG expects to draw under the Facility prior to November 15, 2002.



              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
September 30, 2002 and 2001 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 September 30, 2002 vs. Three Months Ended
 September 30, 2001

  EOG generated net income available to common of $26.1 million for the
third quarter of 2002 compared to $69.2 million for the third quarter of
2001.

  Net Operating Revenues.  For the third quarter of 2002, net operating
revenues were $279.9 million compared to $354.2 million for the third
quarter of 2001.  Wellhead volume and price statistics are summarized
below:



                                                        2002      2001
                                                          
Natural Gas Volumes (MMcf per day)(1)
  United States                                          630       681
  Canada                                                 152       124
    North America                                        782       805
  Trinidad                                               164       116
    TOTAL                                                946       921
Average Natural Gas Prices ($/Mcf)(2)
  United States                                        $2.75     $2.91
  Canada                                                2.17      2.48
    North America Composite                             2.63      2.84
  Trinidad                                              1.09      1.21
    COMPOSITE                                           2.37      2.64
Crude Oil/Condensate Volumes (MBbl per day)(1)
  United States                                         18.1      21.9
  Canada                                                 2.2       1.8
    North America                                       20.3      23.7
  Trinidad                                               2.9       1.9
    TOTAL                                               23.2      25.6
Average Crude Oil/Condensate Prices ($/Bbl)(2)
  United States                                       $27.50    $25.60
  Canada                                               25.83     23.97
    North America Composite                            27.33     25.48
  Trinidad                                             24.22     23.12
    COMPOSITE                                          26.93     25.30
Natural Gas Liquids Volumes (MBbl per day)(1)
  United States                                          2.7       3.6
  Canada                                                 0.7       0.6
    TOTAL                                                3.4       4.2
Average Natural Gas Liquids Prices ($/Bbl) (2)
  United States                                       $15.92    $15.46
  Canada                                               11.23     12.10
    COMPOSITE                                          14.96     14.99
Natural Gas Equivalent Volumes (MMcfe per day)(3)
  United States                                          755       834
  Canada                                                 169       138
    North America                                        924       972
  Trinidad                                               181       128
    TOTAL                                              1,105     1,100

Total Bcfe(3)Deliveries                                  102       101


(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.


  Wellhead revenues decreased 7% to $268.1 million in the third quarter
of 2002 compared to $288.9 million in the third quarter of 2001,
primarily due to lower average wellhead natural gas prices and a decline
in domestic natural gas and crude oil and condensate deliveries.

  Wellhead natural gas revenues decreased approximately $17.5 million
primarily due to a decline in average wellhead natural gas prices,
partially offset by an increase in natural gas deliveries in Trinidad
and the Canada Division.  The average wellhead price for natural gas
decreased 10% to $2.37 per Mcf for the third quarter of 2002 compared to
$2.64 per Mcf for the third quarter of 2001. The decrease in wellhead
natural gas prices was due primarily to lower wellhead prices in the
Denver and Canada Divisions.

  Natural gas deliveries increased 3% to 946 MMcf per day for the third
quarter of 2002 compared to 921 MMcf per day for the comparable period a
year ago.  The increase in natural gas deliveries was due to an increase
in Trinidad of 41% from 116 MMcf per day in 2001 to 164 MMcf per day in
2002 and an increase in the Canada Division of 23% from 124 MMcf per day
in 2001 to 152 MMcf per day in 2002.  The higher production in 2002 was
attributable to active drilling activities and strategic property and
small corporate acquisitions in the Canada Division, and the
commencement of production from the U(a) Block in Trinidad.  This
increase was partially offset by the decreased production in the United
States Divisions of 7% or 51 MMcf per day.

  Wellhead crude oil and condensate revenues decreased approximately
$2.1 million, due primarily to the decline in domestic crude oil and
condensate deliveries, partially offset by an increase in wellhead crude
oil and condensate prices. The average wellhead crude oil and condensate
price increased 6% to $26.93 per barrel for the third quarter of 2002
compared to $25.30 per barrel for the comparable period a year ago.

  Crude oil and condensate deliveries decreased 9% to 23.2 MBbl per day
for the third quarter of 2002 compared to 25.6 MBbl per day for the
third quarter of 2001.  The decrease in volumes was primarily due to
decreased crude oil and condensate production in the Offshore, Midland,
Tyler and Denver Divisions as a result of a natural decline in
production.  This natural decline in production was partially offset by
an increased production in Trinidad due to the commencement of
production from the U(a) Block, and active drilling activities and
strategic property and small corporate acquisitions in the Canada
Division.

  Natural gas liquids revenues were $1.1 million lower than a year ago
primarily due to a decrease in deliveries of 19%.

  Other marketing activities associated with sales and purchases of
natural gas increased net operating revenues by $18.0 million compared
to an increase of $6.4 million in the third quarter of 2001.

  During the third quarter of 2002, EOG recognized a loss from
outstanding mark-to-market commodity price swaps of $7.8 million
compared to a gain of $58.8 million for the prior year period.  During
the same period, net cash outflows from mark-to-market commodity price
swaps were $2.9 million compared to net cash inflows of $27.3 million
for the comparable period in 2001.

  Operating Expenses.  For the third quarter of 2002, operating
expenses of $218.2 million were approximately $12.1 million lower than
the third quarter of 2001.

  Impairments decreased $8.8 million to $11.8 million in the third
quarter of 2002 compared to a year ago due primarily to improved value-
to-cost relationship on a field by field basis and decreased
amortization of unproved leases in the third quarter of 2002.

  Depreciation, depletion and amortization ("DD&A") of $100.2 million
decreased $3.1 million from the prior year period due primarily to
decreased production in the Offshore, Midland and Tyler Divisions,
partially offset by the higher DD&A rates in the Canada Division as a
result of certain strategic property and small corporate acquisitions.



              PART I.  FINANCIAL INFORMATION   (Continued)

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


  Lease and well expenses of $45.7 million were $2.1 million higher
than the comparable period a year ago due primarily to increases in the
Canada Division due to additional wells that came on line as a result of
more active drilling activities and strategic property acquisitions,
partially offset by the decrease in the number of workover and re-
completion projects in the Offshore Division.

  Taxes other than income were $1.8 million lower compared to a year
ago due to decreased wellhead revenue in North America.

  Interest Expense.  For the third quarter of 2002, interest expense
increased $8.5 million, or 83%, to $18.8 million compared to the third
quarter of 2001.  This increase is due primarily to a higher average
debt balance for the third quarter of 2002 and the one-time close-out
fees associated with the completion of the Section 29 (Tight Gas Sands
Federal Income Tax Credits) financing begun several years ago.

  Per-Unit Costs.  The following table presents the per-unit costs for
the three-month periods ended September 30, 2002 and 2001.




                               Three Months Ended September 30,
                                        2002      2001

                                           
       Lease and Well                  $0.45     $0.43
       DD&A                             0.99      1.02
       G&A                              0.21      0.21
       Taxes Other than Income          0.17      0.19
       Interest Expense                 0.18      0.10
          Total Per-Unit Costs         $2.00     $1.95


  The higher per-unit interest expense rate for the three-month period
ended September 30, 2002 compared to the same period in 2001, reflects a
higher interest expense in the third quarter of 2002 for reasons
delineated above in the interest expense discussion.

  The lower per-unit rate of taxes other than income for the three-
month period ended September 30, 2002 compared to the same period in
2001 is due primarily to the decrease in average wellhead natural gas
price discussed in the Net Operating Revenues section above.

  Income Tax Provision.  For the third quarter of 2002, income tax
provision decreased $29.0 million to $14.0 million compared to the third
quarter of 2001, due to reductions in both the pre-tax income and the
net effective tax rate.  The decrease in the net effective tax rate for
the third quarter of 2002 to 33% from 37% for the same period of 2001
was due primarily to reductions in the foreign and state effective
income tax rates.



              PART I.  FINANCIAL INFORMATION   (Continued)

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


Results of Operations
Nine Months Ended September 30, 2002 vs. Nine Months Ended September 30, 2001

  In the first nine months of 2002, EOG generated net income available
to common of $34.5 million compared to $415.2 million for the comparable
period of 2001.

  Net Operating Revenues.  For the first nine months of 2002, net
operating revenues were $756.9 million compared to $1,417.5 million for
the comparable period of 2001.  Wellhead volume and price statistics are
summarized below:



                                                        2002      2001
                                                          
Natural Gas Volumes (MMcf per day)(1)
  United States                                          631       696
  Canada                                                 152       121
    North America                                        783       817
  Trinidad                                               128       114
    TOTAL                                                911       931
Average Natural Gas Prices ($/Mcf)(2)
  United States                                        $2.68     $4.83
  Canada                                                2.41      4.35
    North America Composite                             2.63      4.76
  Trinidad                                              1.19      1.21
    COMPOSITE                                           2.43      4.33
Crude Oil/Condensate Volumes (MBbl per day)(1)
  United States                                         19.1      22.8
  Canada                                                 2.0       1.7
    North America                                       21.1      24.5
  Trinidad                                               2.2       2.0
    TOTAL                                               23.3      26.5
Average Crude Oil/Condensate Prices ($/Bbl)(2)
  United States                                       $24.05    $26.84
  Canada                                               23.19     24.73
    North America Composite                            23.97     26.69
  Trinidad                                             22.47     26.94
    COMPOSITE                                          23.82     26.71
Natural Gas Liquids Volumes (MBbl per day)(1)
  United States                                          3.1       3.5
  Canada                                                 0.8       0.5
    TOTAL                                                3.9       4.0
Average Natural Gas Liquids Prices ($/Bbl) (2)
  United States                                       $13.72    $18.69
  Canada                                               10.05     17.23
    COMPOSITE                                          13.03     18.50
Natural Gas Equivalent Volumes (MMcfe per day)(3)
  United States                                          765       854
  Canada                                                 168       135
    North America                                        933       989
  Trinidad                                               141       125
    TOTAL                                              1,074     1,114

Total Bcfe(3)Deliveries                                  293       304


(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.


  Wellhead revenues decreased 41% to $769.4 million in the first nine
months of 2002 compared to $1,314.1 million in the first nine months of
2001, primarily due to lower average wellhead natural gas prices and a
decline in domestic natural gas and crude oil and condensate deliveries.

  Wellhead natural gas revenues decreased approximately $496.6 million
primarily due to a decline in average wellhead natural gas prices and
domestic natural gas deliveries.  The average wellhead price for natural
gas decreased 44% to $2.43 per Mcf for the first nine months of 2002
compared to $4.33 per Mcf for the first nine months of 2001.

  Natural gas deliveries declined 2% to 911 MMcf per day for the first
nine months of 2002 compared to 931 MMcf per day for the comparable period
a year ago.  The lower production was primarily due to a natural
production decline in the Offshore, Oklahoma City, Midland and Tyler
Divisions, partially offset by increased production in Trinidad and the
Canada Division.

  Wellhead crude oil and condensate revenues decreased approximately
$41.7 million, primarily due to the decline in both wellhead crude oil and
condensate prices and domestic deliveries.  The average wellhead crude oil
and condensate price decreased 11% to $23.82 per barrel for the first nine
months of 2002 compared to $26.71 per barrel for the comparable period a
year ago.

  Crude oil and condensate deliveries decreased 12% to 23.3 MBbl per day
for the first nine months of 2002 compared to 26.5 MBbl per day for the
first nine months of 2001.  The decrease was primarily due to decreased
crude oil and condensate production in the Offshore, Midland, Tyler and
Corpus Christi Divisions, partially offset by increased production in
Trinidad and the Canada Division.

  Natural gas liquids revenues were $6.4 million lower than a year ago
primarily due to a decrease in price of 30% and a decrease in deliveries
of 3%.

  Other marketing activities associated with sales and purchases of
natural gas increased net operating revenues by $28.0 million compared to
an increase of $9.0 million for the same period in 2001.

  During the first nine months of 2002, EOG recognized a loss from
outstanding mark-to-market commodity price swaps of $41.5 million compared
to a gain of $95.0 million for the prior year period.  During the same
period, net cash outflows from mark-to-market commodity price swaps were
$11.7 million compared to net cash inflows of $27.8 million for the
comparable period in 2001.

  Operating Expenses.  For the first nine months of 2002, operating
expenses of $646.2 million were approximately $59.0 million lower than the
first nine months of 2001.

  Taxes other than income were $30.1 million lower compared to a year ago
due to decreased wellhead revenue in North America resulting in lower
production taxes and a decrease in ad valorem taxes.

  Impairments decreased $18.1 million to $34.5 million in the first nine
months of 2002 compared to a year ago due primarily to improved value-to-
cost relationship on a field by field basis and decreased amortization of
unproved leases in the first nine months of 2002.

  Exploration costs of $41.5 million were $8.9 million lower than a year
ago due primarily to decreased geological and geoscience expenditures.



               PART I.  FINANCIAL INFORMATION   (Continued)

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


  G&A expenses of $64.3 million were $6.7 million higher than a year ago
due primarily to the settlement of litigation in the second quarter,
increased insurance expense and expanded operations.

  DD&A expenses of $292.6 million decreased $2.2 million from the prior
year period due primarily to a natural production decline in the Midland,
Oklahoma City, Tyler and Offshore Divisions, partially offset by higher
per unit costs related to certain fields in the Denver Division and to the
strategic property and small corporate acquisitions in Canada.

  Interest Expense.  For the nine months ended September 30, 2002,
interest expense of $45.0 million increased $10.8 million compared to the
same period a year ago.  This increase is due primarily to a higher
average debt balance for the nine months ended September 30, 2002 and the
one-time close-out fees associated with the completion of the Section 29
(Tight Gas Sands Federal Income Tax Credits) financing begun several years
ago.


  Per-Unit Costs.  The following table presents the per-unit costs for
the nine-month periods ended September 30, 2002 and 2001.




                               Nine Months Ended September 30,
                                        2002      2001

                                           
       Lease and Well                  $0.44     $0.43
       DD&A                             1.00      0.97
       G&A                              0.22      0.19
       Taxes Other than Income          0.17      0.27
       Interest Expense                 0.15      0.11
         Total Per-Unit Costs          $1.98     $1.97


  The lower per-unit rate of taxes other than income for the first nine
months of 2002 compared to the same period in 2001 is due primarily to a
decrease in the average wellhead natural gas and crude oil and condensate
prices, partially offset by an increase in property tax rate in certain
United States Divisions.

  The higher per-unit interest expense and G&A rates for the first nine
months of 2002 compared to the same period in 2001 is due to reasons
delineated in the above interest expense and G&A discussions.

  Income Tax Provision.  For the first nine months of 2002, income tax
provision decreased $236.7 million to $19.8 million compared to the
comparable period a year ago, due to reductions in both the pre-tax income
and the net effective tax rate.  The decrease in the net effective tax
rate to 32% from 38% for the same period of 2001 was due primarily to
reductions in the foreign and state effective income tax rates.



               PART I.  FINANCIAL INFORMATION   (Continued)

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


Capital Resources and Liquidity

  EOG's primary sources of cash during the nine months ended September
30, 2002 included funds generated from operations, proceeds from sales of
reserves and related assets, proceeds from new borrowings and proceeds
from sales of treasury stock.  Primary cash outflows included funds used
in operations, exploration and development expenditures, dividends and
common stock repurchases.

  Net operating cash inflows of $463.0 million for the first nine months
of 2002 decreased from $1,053.4 million as compared to the first nine
months of 2001 primarily attributable to lower average natural gas and
liquids prices, partially offset by lower cash operating expenses.

  Net investing cash outflows of approximately $658.2 million for the
first nine months of 2002 decreased from $803.8 million versus the
comparable prior year period due primarily to lower exploration and
development expenditures partially offset by increased 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.

  Exploration and development expenditures for the first nine months of
2002 and 2001 were as follows (in millions):



                                            2002      2001

                                                
               United States                $433      $654
               Canada                        149       143
                 North America               582       797
               Trinidad                       33        39
               Other                           -         8
                 Subtotal                    615       844
               Deferred Income Taxes          12        50
               TOTAL                        $627      $894


  Total exploration and development expenditures of $627 million for the
first nine months of 2002 were $267 million, or 30% lower than the
comparable prior year period due primarily to decreased United States
development and exploratory activities.  Included in the 2002 expenditures
are $408 million in development, $151 million for exploration, $49 million
in property acquisitions, $12 million in deferred income taxes and $7
million in capitalized interest.

  The level of exploration and development expenditures varies 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 provided by financing activities was $200.4 million for the first
nine months of 2002 versus cash used of $258.5 million for the comparable
prior year period.  Financing activities for 2002 included new borrowings
of $234.9 million, cash dividend payments of $21.9 million, proceeds from
sales of treasury stock attributable to employee stock option exercises of
$13.8 million and common stock repurchases of $24.3 million.  New
borrowings included $100.0 million of commerical paper borrowings, an
issuance of a $100.0 million subsidiary note and $34.9 million of
borrowings from the uncommitted line of credit.



               PART I.  FINANCIAL INFORMATION   (Continued)

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


  In July 2002, the $300 million credit facility that was scheduled to
expire was renewed at the same commitment level for a period of one year,
which is the same period as the last renewal of this facility.  This
facility commits the banks to advance funds for a period up to and
including July 23, 2003, with any outstanding balances under this facility
maturing July 23, 2004.  EOG has not drawn any funds under this facility.

  On October 30, 2002, EOG entered into a Senior Unsecured Term Loan
Facility (the "Facility") with a group of banks whereby the banks agreed
to lend EOG $150 million with a maturity of three years.  EOG will use the
loan proceeds under this Facility to reduce outstanding commercial paper
and uncommitted bank line borrowings.  This Facility calls for interest to
be charged at a spread over LIBOR or the Base rate at EOG's option, and
contains the same covenants as those in EOG's $300 million Long-Term
Revolving Credit Agreement.  EOG expects to draw under the Facility prior
to November 15, 2002.

  During the second and third quarters of 2002, EOG, through a
subsidiary, invested in and currently owns an approximate 31% equity
interest in a Trinidad company named Nitrogen 2000 Unlimited ("Nitro").
The other shareholders in Nitro are subsidiaries of Ferrostaal AG,
Halliburton and Clico Energy Company Limited.  At September 30, 2002, the
investment in Nitro was approximately $13.6 million, with additional
equity payments of $14.1 million due over the next 20 months.  Nitro is
constructing an ammonia plant in Trinidad which is expected to commence
production around 2005.  Upon funding, Nitro will have a long-term debt
balance of approximately $228.0 million, which will be non-recourse to
Nitro's shareholders.  EOG will be liable for its share of any pre-
completion deficiency funds loans to fund plant cost overruns up to $15
million, approximately $4.6 million of which is net to EOG's interest.
EOG will also be liable for its share of any post-completion deficiency
funds loans to fund the costs of operation, payment of principal and
interest to the principal creditor and other cash deficiencies of Nitro up
to $30 million, approximately $9.2 million of which is net to EOG's
interest.  The Shareholders' Agreement requires the consent of the holders
of 90% or more of the shares to take certain material actions.
Accordingly, given its current level of equity ownership, EOG is able to
exercise significant influence over the operating and financial policies
of Nitro and therefore, accounts for the investment using the equity
method.

  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 12 to the consolidated financial
statements included in EOG's 2001 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 nine months of 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 September 30, 2002, EOG had outstanding price swap contracts
covering notional volumes of 200,000 million British thermal units per day
("MMBtu/d") of natural gas for October 2002 at an average price of $3.13
per million British thermal units ("MMBtu") and 75,000 MMBtu/d of natural
gas for the months of November 2002 and December 2002 at an average price
of $3.35 per MMBtu.  At September 30, 2002, the fair value of these
natural gas price swap contracts was a negative $7.8 million.

  At September 30, 2002, EOG had outstanding costless collar contracts
that set a floor price of $3.10 per MMBtu and ceiling prices that averaged
$3.43 per MMBtu covering notional volumes of 100,000 MMBtu/d of natural
gas for October 2002.  At September 30, 2002, the fair value of these
costless collar contracts was a negative $0.7 million.

  At September 30, 2002, EOG had outstanding price swap contracts
covering notional volumes of two thousand barrels per day of crude oil and
condensate for the period October 2002 to December 2002 at a price of
$21.50 per barrel.  At September 30, 2002, the fair value of these oil
price swap contracts was a negative $1.6 million.

  On October 17, 2002, EOG entered into crude oil price swap contracts
covering notional volumes of one thousand barrels per day of crude oil at
an average price of $25.89 per barrel for the year 2003.  EOG will account
for these crude oil price swap contracts using the mark-to-market
accounting method.

  On October 23, 2002, EOG entered into collar contracts that set an
average floor price of $3.67 per MMBtu and an average ceiling price of
$5.25 per MMBtu at a premium of $0.10 per MMBtu covering notional volumes
of 50,000 MMBtu/d of natural gas for the year 2003.  EOG will account for
these collar contracts using the mark-to-market accounting method.


               PART I.  FINANCIAL INFORMATION   (Continued)

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


  As discussed in more detail in Item 1 of EOG's Form 10-K for the fiscal
year ended December 31, 1999, under the heading "Relationship Between the
Company and Enron Corp.", following the closing on August 16, 1999, of the
Share Exchange between EOG and Enron Corp. ("Enron"), Enron issued to
investors promissory notes that are mandatorily exchangeable at maturity
into a maximum of 11.5 million shares of EOG common stock, which
constituted all of Enron's remaining shares in EOG on the date the notes
were issued.  According to the prospectus for the notes, the notes are
unsecured general corporate obligations of Enron.  The maturity date for
the notes was July 31, 2002.  In light of Enron's bankruptcy, EOG believes
it is unlikely that the notes will be exchanged for EOG common stock.

  According to filings with the Securities and Exchange Commission, the
11.5 million shares of EOG common stock formerly held by Enron are
currently held by an affiliate of Enron.  By an order entered on June 21,
2002, the bankruptcy judge in the Enron bankruptcy case authorized the
sale of the 11.5 million shares of EOG common stock in a manner specified
in the judge's order, with the proceeds to be placed into escrow.  The
timing of the sale is to be determined by a committee of interested
parties that does not include EOG.  The entire 11.5 million shares have
been included in EOG's outstanding common shares.

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 increase reserves, 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; 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 5. Other Information

        On September 11, 2002, the Audit Committee preapproved the
retention of Deloitte & Touche LLP to advise and assist EOG in connection
with its efforts to secure the payment of the federal income tax refund
due under EOG's 2001 federal income tax return.

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

             During the third quarter of 2002, EOG filed the following Current
             Reports on Form 8-K:

             -  On July 24, 2002, to report certain proxy statement corrections
                and to provide an update on the Enron Corp. mandatorily
                exchangeable notes in Item 5 - Other Events; and to provide
                daily production and pricing estimates for second quarter 2002,
                to present summaries of the full year 2002 natural gas and crude
                oil financial price swap and physical contracts, to report
                anticipated financial results of the price risk management
                activities for the second quarter of 2002, and to provide an
                estimate for the full year 2002 production in Item 9 -
                Regulation FD Disclosure.

             -  On August 12, 2002, to report the delivery of the sworn
                statements by the chief executive officer and the principal
                financial officer of EOG as required by SEC Order 4-460 in
                Item 9 - Regulation FD Disclosure.

             -  On August 12, 2002, to provide estimates for the third and
                fourth quarters and full year 2002 in Item 9 - Regulation
                FD Disclosure.

             -  On August 30, 2002, to provide updated summaries on the third
                and fourth quarters 2002 natural gas and crude oil financial
                price swap and costless 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:  October 30, 2002     By: /S/ TIMOTHY K. DRIGGERS
                                    Timothy 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:  October 30, 2002

/S/ MARK G. PAPA
    Mark G. Papa
    Chairman of the Board and
    Chief 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:  October 30, 2002

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



                               EXHIBIT INDEX


Exhibit No.         Description

  99.1        Certification of Periodic Report of Chief Executive Officer.

  99.2        Certification of Periodic Report of Principal Financial Officer.