EOG RESOURCES INC (Form: S-8, Received: 05/04/2010 17:15:35)

/s/ MICHAEL P. DONALDSON

Attorney-in-Fact

May 4, 2010

Michael P. Donaldson

Attorney-in-Fact

for persons indicated

As filed with the Securities and Exchange Commission on May 4, 2010

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

EOG RESOURCES, INC.

(Exact name of registrant as specified in its charter)


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

1111 Bagby, Sky Lobby 2
Houston, Texas		77002
(Address of Principal Executive Offices)		(Zip Code)

EOG RESOURCES, INC. EMPLOYEE STOCK PURCHASE PLAN

(Full title of the plan)

Frederick J. Plaeger, II
Senior Vice President and General Counsel
EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002
(Name and address of agent for service)

(713) 651-7000
(Telephone number, including area code, of agent for service)

With Copy to:
Arthur H. Rogers
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
(713) 651-5151

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Calculation of Registration Fee

Amount to be

Proposed maximum

Amount of

Title of securities to be registered

registered (1)

offering price per share (2)

aggregate offering price (2)

registration fee

Common Stock, par value $.01 per share

1,000,000 shares

$109.23

$109,230,000

$7,788.10


(1)		In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement on Form S-8 shall be deemed to cover any additional shares of Common Stock that become issuable under the EOG Resources, Inc. Employee Stock Purchase Plan (as amended) by reason of any stock split, stock dividend or other similar transaction.

(2)		Pursuant to Rule 457(c) and (h), the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average of the high and low prices of the Common Stock on the New York Stock Exchange on April 28, 2010.

TABLE OF CONTENTS



PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel			1
Item 8. Exhibit			1
SIGNATURES			S-1
EXHIBIT INDEX			E-1
EX-4.3.B - Amendment to EOG Resources, Inc. Employee Stock Purchase Plan
EX-5.1 - Opinion of Fulbright & Jaworski L.L.P.
EX-23.1 - Consent of Deloitte & Touche LLP
EX-23.3 - Consent of DeGolyer and MacNaughton
EX-24.1 - Certain Power of Attorney

This Registration Statement is being filed, in accordance with General Instruction E to Form S-8, to register additional shares of Common Stock for issuance and sale under the EOG Resources, Inc. Employee Stock Purchase Plan (as amended). The contents of the Registrant’s Form S-8 Registration Statement (No. 333-62256) relating to the same employee benefit plan are incorporated by reference in this Registration Statement.

The following information and exhibits are filed as part of this Registration Statement, in accordance with General Instruction E to Form S-8:

Item 5. Interests of Named Experts and Counsel.

Certain legal matters in connection with the securities offered hereby are being passed upon for the Registrant by Fulbright & Jaworski L.L.P., Houston, Texas. As of April 30, 2010, lawyers at Fulbright & Jaworski L.L.P. who participated in the preparation of this Registration Statement owned 2,600 shares of Common Stock of the Registrant.

Item 8. Exhibits.


4.1(a)		Restated Certificate of Incorporation, dated September 3, 1987 (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).

4.1(b)		Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2005 (incorporated by reference to Exhibit 3.1(l) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).

4.2		Bylaws, as amended and restated effective as of February 26, 2009 (incorporated by reference to Exhibit 3.2(a) to the Registrant’s Current Report on Form 8-K, filed March 4, 2009).

4.3(a)		EOG Resources, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-62256, filed June 4, 2001).

4.3(b)*		Amendment to EOG Resources, Inc. Employee Stock Purchase Plan, dated effective as of January 1, 2010.

5.1*		Opinion of Fulbright & Jaworski L.L.P.

23.1*		Consent of Deloitte & Touche LLP.

23.2		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement).

23.3*		Consent of DeGolyer and MacNaughton.

24.1*		Certain Powers of Attorney.


*		Exhibits filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 4, 2010.


EOG RESOURCES, INC. (Registrant)
/s/ TIMOTHY K. DRIGGERS
Timothy K. Driggers
Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ MARK G. PAPA Mark G. Papa	Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Director	May 4, 2010

/s/ TIMOTHY K. DRIGGERS Timothy K. Driggers	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	May 4, 2010

* George A. Alcorn	Director	May 4, 2010

* Charles R. Crisp	Director	May 4, 2010

* James C. Day	Director	May 4, 2010

* H. Leighton Steward	Director	May 4, 2010

S-1


Signature	Title	Date

* Donald F. Textor	Director	May 4, 2010

* Frank G. Wisner	Director	May 4, 2010

S-2

EXHIBIT INDEX


4.1(a)		Restated Certificate of Incorporation, dated September 3, 1987 (incorporated by reference to Exhibit 3.1(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008).

4.1(b)		Certificate of Amendment of Restated Certificate of Incorporation, dated May 3, 2005 (incorporated by reference to Exhibit 3.1(l) to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2005).

4.2		Bylaws, as amended and restated effective as of February 26, 2009 (incorporated by reference to Exhibit 3.2(a) to the Registrant’s Current Report on Form 8-K, filed March 4, 2009).

4.3(a)		EOG Resources, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8, SEC File No. 333-62256, filed June 4, 2001).

4.3(b)*		Amendment to EOG Resources, Inc. Employee Stock Purchase Plan, dated effective as of January 1, 2010.

5.1*		Opinion of Fulbright & Jaworski L.L.P.

23.1*		Consent of Deloitte & Touche LLP.

23.2		Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1 to this Registration Statement).

23.3*		Consent of DeGolyer and MacNaughton.

24.1*		Certain Powers of Attorney.


*		Exhibits filed herewith.

E-1

Exhibit 4.3(b)

Amendment to EOG Resources, Inc. Employee Stock Purchase Plan

WHEREAS, EOG Resources, Inc. (the “Company”) has heretofore adopted and maintains the EOG Resources, Inc. Employee Stock Purchase Plan (the “Plan”); and

WHEREAS, the Company desires to amend the Plan, and the Board of Directors of the Company and the shareholders of the Company, pursuant to Sections 1.4 and 9.2 of the Plan, have approved the amendments to Section 1.1 and 1.2 of the Plan set forth below;

NOW, THEREFORE, the Plan is amended as follows:

1. Section 1.1 of the Plan is hereby amended and restated in its entirety to provide as follows:

1.1 Purpose. The purpose of this Plan is to provide Employees of the Company and its Affiliates which adopt the Plan with an opportunity to purchase Stock of the Company through offerings of options at a discount and thus develop a stronger incentive to work for the continued success of the Company and its Affiliates. Therefore, this Plan is available to all Employees of every Employer upon their fulfilling the eligibility requirements of Section 3.1. Any Affiliate may adopt it with the approval of the Committee by fulfilling the requirements of Section 8.1. This Plan is sponsored by the Company. Unless terminated by the Company earlier, the Plan will terminate on December 31, 2019.

2. Section 1.2 of the Plan is hereby amended and restated in its entirety to provide as follows:

1.2 Share Commitment. The aggregate number of Shares authorized to be sold pursuant to Options granted under this Plan is 2,000,000 Shares, subject to adjustment as provided in this Section. Any Shares relating to Options that are granted, but subsequently lapse, are canceled, or are otherwise not exercised by the Exercise Date, shall be available for future grants of Options.

In the event of any stock dividend, split-up, recapitalization, merger, consolidation, combination or exchange of Shares, or the like, as a result of which shares shall be issued in respect of the outstanding Shares, or the Shares shall be changed into the same or a different number of the same or another class of stock, the total number of Shares authorized to be committed to this Plan, the number of Shares subject to each outstanding Option and the Option Price applicable to each Option shall be appropriately adjusted by the Committee.

[SIGNATURE PAGE TO FOLLOW]

AS AMENDED HEREBY, the Plan is specifically ratified and reaffirmed.

Dated effective as of January 1, 2010.


	ATTEST:		EOG RESOURCES, INC.

By:	/s/ Michael P. Donaldson	By:	/s/ Patricia L. Edwards
	Name: Michael P. Donaldson		Name: Patricia L. Edwards
	Title: Corporate Secretary		Title: Vice President, Human Resources and Administration

Exhibit 5.1

FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership
Fulbright Tower
1301 McKinney, Suite 5100
Houston, Texas 77010-3095
www.fulbright.com


Telephone: (713) 651-5151		Facsimile: (713) 651-5246

May 4, 2010

EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for EOG Resources, Inc., a Delaware corporation (the “Registrant”), in connection with the registration under the Securities Act of 1933 (the “Act”) of an aggregate of 1,000,000 shares of the Registrant’s common stock, par value $.01 per share (the “Shares”), which are to be offered upon the terms and subject to the conditions set forth in the EOG Resources, Inc. Employee Stock Purchase Plan, as amended (the “Stock Plan”). The Shares may consist of (i) the Registrant’s authorized but unissued shares of common stock (the “Original Issuance Shares”), (ii) previously issued shares of the Registrant’s common stock reacquired and held by the Registrant or (iii) shares of the Registrant’s common stock purchased on the open market.

In connection therewith, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the Restated Certificate of Incorporation, as amended, of the Registrant, the Bylaws, as amended and restated, of the Registrant, the Stock Plan, the records of relevant corporate proceedings and such other documents and instruments as we have deemed necessary or appropriate for the expression of the opinions contained herein. We also have examined the Registrant’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) with respect to the Shares.

We have assumed the authenticity and completeness of all records, certificates and other instruments submitted to us as originals, the conformity to original documents of all records, certificates and other instruments submitted to us as copies, the authenticity and completeness of the originals of those records, certificates and other instruments submitted to us as copies and the correctness of all statements of fact contained in all records, certificates and other instruments that we have examined.

Based on the foregoing, and having regard for such legal considerations as we have deemed relevant, we are of the opinion that upon the issuance and sale of the Original Issuance Shares pursuant to the provisions of the Stock Plan, such Original Issuance Shares will be duly authorized and validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.


	Very truly yours,
	/s/ Fulbright & Jaworski L.L.P.

Austin • Beijing • Dallas • Denver • Dubai • Hong Kong • Houston • London • Los Angeles • Minneapolis
Munich • New York • Riyadh • San Antonio • St. Louis • Washington DC

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 25, 2010 relating to the financial statements and financial statement schedule of EOG Resources, Inc. and subsidiaries and the effectiveness of EOG Resources, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of EOG Resources, Inc. for the year ended December 31, 2009 (which (1) expresses an unqualified opinion on the consolidated financial statements and financial statement schedule and includes an explanatory paragraph relating to EOG Resources, Inc.’s adoption of Accounting Standards Update No. 2010-3, “Oil and Gas Reserve Estimation and Disclosures,” effective December 31, 2009 and (2) expresses and unqualified opinion on the effectiveness of EOG Resources, Inc.’s internal control over financial reporting.).

/s/ Deloitte & Touche LLP

Houston, Texas
May 4, 2010

Exhibit 23.3

DEGOLYER AND MACNAUGHTON
5001 Spring Valley Road
Suite 800 East
Dallas, Texas 75244

May 4, 2010

EOG Resources, Inc.
1111 Bagby, Sky Lobby 2
Houston, Texas 77002

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 (the Registration Statement), to be filed with the Securities and Exchange Commission on or about May 4, 2010 (with respect to the EOG Resources, Inc. Employee Stock Purchase Plan (as amended)), we hereby consent to the incorporation in said Registration Statement of the references to our firm and of the opinions delivered to EOG Resources, Inc. (the Company) regarding our comparison of estimates prepared by us with those furnished to us by the Company of the proved oil, condensate, natural gas liquids, and natural gas reserves of certain selected properties owned by the Company. The opinions are contained in our letter reports dated January 29, 2008, February 2, 2009 and February 4, 2010, for estimates as of December 31, 2007, December 31, 2008, and December 31, 2009, respectively. The opinions are referred to in the section “Supplemental Information to Consolidated Financial Statements — Oil and Gas Producing Activities” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed with the Securities and Exchange Commission on February 25, 2010.


	Very truly yours,
	/s/ DeGOLYER and MacNAUGHTON
	DeGOLYER and MacNAUGHTON
	Texas Registered Engineering Firm F-716

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that in connection with the registration by EOG Resources, Inc., a Delaware corporation (the “Company”), of 6,900,000 shares (subject to adjustment) of the Common Stock, $.01 par value per share, of the Company (the “Common Stock”), to be offered and issued by the Company from time to time pursuant to the EOG Resources, Inc. 2008 Omnibus Equity Compensation Plan (as amended, the “2008 Stock Plan”) and the registration by the Company of 1,000,000 shares (subject to adjustment) of the Common Stock to be offered and sold by the Company from time to time pursuant to the EOG Resources, Inc. Employee Stock Purchase Plan (as amended, the “ESPP”), the undersigned director of the Company hereby constitutes and appoints Frederick J. Plaeger, II, Timothy K. Driggers and Michael P. Donaldson, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and file one or more registration statements on Form S-8 relating to such shares of Common Stock to be offered and issued by the Company pursuant to the 2008 Stock Plan and one or more registration statements on Form S-8 relating to such shares of Common Stock to be offered and sold by the Company pursuant to the ESPP, in each case to be filed with the Securities and Exchange Commission, together with all amendments thereto, with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all the said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.