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EX-3.1K
5
h80445ex3-1k.txt
CERTIFICATE OF ELIMINATION


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                                                                  EXHIBIT 3.1(k)


                           CERTIFICATE OF ELIMINATION

                                       OF

         THE FLEXIBLE MONEY MARKET CUMULATIVE PREFERRED STOCK, SERIES C

                                       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:

     1. 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 C (the "Series C
Preferred Stock") and, on December 21, 1999, filed a Certificate of Designation
with respect to such Series C Preferred Stock in the office of the Secretary of
State of the State of Delaware.

     2. That all shares of the Series C Preferred Stock have been reacquired by
the Company in an exchange offer. No shares of said Series C Preferred Stock
remain outstanding and no shares thereof will be issued subject to said
Certificate of Designation.

     3. 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 December 21, 1999, 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 C of the
     Company (the "Series C Preferred Stock"); and


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               WHEREAS, all shares of the Series C Preferred Stock have been
          reacquired by the Company in an exchange offer. No shares of said
          Series C Preferred Stock remain outstanding and no shares thereof will
          be issued subject to said Certificate of Designation;

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

               RESOLVED, that the officers of the Company be, and hereby are,
          authorized and directed to file a Certificate 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 C Preferred Stock shall be
          eliminated from the Restated Certificate of Incorporation, as
          heretofore amended, of the Company.

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



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     IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its duly authorized officer as of this 13th day of September, 2000.

                                   EOG RESOURCES, INC.


                                   By:/s/ DAVID R. LOONEY
                                      -------------------
                                   Name: David R. Looney
                                   Title: Vice President, Finance



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