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EX-3
2
ex3_1.txt
ARTICLES OF INCORPORATION


                                                   EXHIBIT 3.1(k)

                   CERTIFICATE OF ELIMINATION

                               of

 THE FLEXIBLE MONEY MARKET CUMULATIVE PREFERRED STOCK, SERIES D

                               of

                       EOG RESOURCES, INC.


                   Pursuant to Section 151(g)
                 of the General Corporation Law
                    of the State of Delaware


     EOG Resources, Inc., a corporation organized and existing
under the laws of the State of Delaware (the "Company"), in
accordance with the provisions of Section 151(g) of the General
Corporation Law of the State of Delaware, hereby certifies as
follows:

          I.   That, pursuant to Section 151 of the General
Corporation Law of the State of Delaware and authority granted in
the Restated Certificate of Incorporation of the Company, as
theretofore amended, the Board of Directors of the Company, by
resolution duly adopted, established the voting powers,
designations, preferences and relative, participating and other
rights of, and the qualifications, limitations or restrictions
of, a series of 500 shares of Flexible Money Market Cumulative
Preferred Stock, Series D (the "Series D Preferred Stock") and,
on July 26, 2000, filed a Certificate of Designation with respect
to such Series D Preferred Stock in the office of the Secretary
of State of the State of Delaware.

          II.  That all shares of the Series D Preferred Stock
have been redeemed by the Company in accordance with the terms
and provisions of such Certificate of Designation.  No shares of
said Series D Preferred Stock remain outstanding and no shares
thereof will be issued subject to said Certificate of
Designation.

          III. That the Board of Directors of the Company has
adopted the following resolutions:

             WHEREAS, by a Certificate of Designation
          (the "Certificate of Designation") filed in the
          office of the Secretary of State of the State
          of Delaware on July 26, 2000, the Company
          established the voting powers, designations,
          preferences and relative, participating and
          other rights of, and the qualifications,
          limitations or restrictions of, a series of 500
          shares of Flexible Money Market Cumulative
          Preferred Stock, Series D (the "Series D
          Preferred Stock");

             WHEREAS, all shares of the Series D
          Preferred Stock have been redeemed by the
          Company in accordance with the terms and
          provisions of the Certificate of Designation.
          No shares of the Series D Preferred Stock are
          outstanding and no shares thereof will be
          issued subject to said Certificate of
          Designation; and

             WHEREAS, it is desirable that all matters
          set forth in the Certificate of Designation
          with respect to the Series D Preferred Stock be
          eliminated from the Restated Certificate of
          Incorporation, as heretofore amended, of the
          Company.

             NOW, THEREFORE, IT IS HEREBY RESOLVED, that
          all matters set forth in the Certificate of
          Designation with respect to the Series D
          Preferred Stock be eliminated from the Restated
          Certificate of Incorporation, as heretofore
          amended, of the Company; and

             FURTHER RESOLVED, that the officers of the
          Company be, and hereby are, authorized and
          directed to file a Certificate of Elimination
          with the office of the Secretary of State of
          the State of Delaware setting forth a copy of
          these resolutions whereupon all matters set
          forth in the Certificate of Designation with
          respect to such Series D Preferred Stock shall
          be eliminated from the Restated Certificate of
          Incorporation, as heretofore amended, of the
          Company.

          IV.  That, accordingly, all matters set forth in the
Certificate of Designation with respect to such Series D
Preferred Stock be, and hereby are, eliminated from the Restated
Certificate of Incorporation, as heretofore amended, of the
Company.

     IN WITNESS WHEREOF, the Company has caused this Certificate
to be signed by its duly authorized officer as of this ___ day of
February, 2005.

                              EOG RESOURCES, INC.


                              By: /s/ HELEN LIM
                              Name:   Helen Lim
                              Title:  Treasurer