Item 1.01 Entry into a Material Definitive Agreement.

On April 14, 2020, EOG Resources, Inc. (EOG) closed its sale of $750 million aggregate principal amount of its 4.375% Senior Notes due 2030 (2030 Notes) and $750 million aggregate principal amount of its 4.950% Senior Notes due 2050 (2050 Notes and, together with the 2030 Notes, the Notes). The Notes were issued under an indenture, dated as of May 18, 2009 (Indenture), by and between EOG, as issuer, and Wells Fargo Bank, National Association, as trustee, and an officers' certificate, dated April 14, 2020, pursuant to the Indenture setting forth the specific terms of the Notes.

The offer and sale of the Notes has been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-3 (Registration No. 333-228827) filed with the United States Securities and Exchange Commission on December 14, 2018.

The Indenture, the officers' certificate, the form of global note for the 2030 Notes and the form of global note for the 2050 Notes are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




  (d) Exhibits


    4.1          Indenture, dated as of May 18, 2009, by and between EOG and Wells
               Fargo Bank, National Association, as Trustee (incorporated by
               reference to Exhibit 4.9 to EOG's Registration Statement on Form S-3,
               Registration No. 333-159301, filed May 18, 2009).

   *4.2          Officers' Certificate Establishing 4.375% Senior Notes due 2030 and
               4.950% Senior Notes due 2050 of EOG, dated April 14, 2020.

   *4.3          Form of Global Note with respect to the 4.375% Senior Notes due 2030
               of EOG (included in Exhibit 4.2).

   *4.4          Form of Global Note with respect to the 4.950% Senior Notes due 2050
               of EOG (included in Exhibit 4.2).

   *5.1          Opinion of Akin Gump Strauss Hauer & Feld LLP, dated April 14, 2020.


  *23.1          Consent of Akin Gump Strauss Hauer & Feld LLP (included in Exhibit
               5.1).

  104          Cover Page Interactive Data File (formatted as Inline XBRL).




* Exhibit filed herewith

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