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Newfield Exploration Co/DE – ‘POS AM’ on 3/18/02

On: Monday, 3/18/02 · Accession #: 950129-2-1339 · File #: 333-81583

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/18/02  Newfield Exploration Co/DE        POS AM                 2:65K                                    Bowne - Houston/FA

Post-Effective Amendment
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: POS AM      Newfield Exploration Company - P.E Amend. #1          22    106K 
 2: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      5K

POS AM — Newfield Exploration Company – P.E Amend. #1
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits Forward-Looking Statements Indemnification of Directors and Officers Other Expenses of Issuance and Distribution Risk Factors Undertakings
1	1st Page - Filing Submission
5	Forward-Looking Statements
"	Risk Factors
16	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
17	Item 16. Exhibits
18	Item 17. Undertakings

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As filed with the Securities and Exchange Commission on March 18, 2002

                                                      Registration No. 333-81583
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

POST-EFFECTIVE
 AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

NEWFIELD EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)

                                                        [Enlarge/Download Table]
                                                                                                       
                     DELAWARE                                                                          
          (State or other jurisdiction of                               72-1133047                     
           incorporation or organization)                (I.R.S. Employer Identification No.)          

          363 N. SAM HOUSTON PARKWAY E.,                              TERRY W. RATHERT                 
                    SUITE 2020                                       VICE PRESIDENT AND                
               HOUSTON, TEXAS 77060                               CHIEF FINANCIAL OFFICER              
                  (281) 847-6000                               363 N. SAM HOUSTON PARKWAY E.,          
(Address, including zip code, and telephone number,                      SUITE 2020                    
      including area code, of registrant's                          HOUSTON, TEXAS 77060               
           principal executive offices)                                (281) 847-6000                  
                                                     (Name, address, including zip code, and telephone 
                                                     number, including area code, of agent for service)

Copy to:

 JAMES H. WILSON
VINSON & ELKINS L.L.P.
 2300 FIRST CITY TOWER
 HOUSTON, TEXAS 77002-6760
(713) 758-2222
(713) 758-2346 (FAX)

       APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the registration statement becomes effective.                

        If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. [ ]                                                                        

  If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the         
Securities Act of 1933, other than securities offered only in connection with   
dividend or interest reinvestment plans, check the following box. [X]           

         If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier        
effective registration statement for the same offering. [ ]                     

   If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration         
statement for the same offering. [ ]                                            

       If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]                                        

       The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant   
files a further amendment which specifically states that this registration      
statement shall thereafter become effective in accordance with Section 8(a) of  
the Securities Act of 1933 or until the registration statement shall become     
effective on such date as the Securities and Exchange Commission, acting        
pursuant to said Section 8(a), may determine.                                   

================================================================================

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EXPLANATORY NOTE

This post-effective amendment amends and restates the registration    
statement in its entirety as follows:                                           

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The information in this prospectus is not complete and may be changed. We may   
not sell these securities until the registration statement filed with the       
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell those securities and it is not soliciting an offer to buy those         
securities in any state where the offer or sale is not permitted.               

 SUBJECT TO COMPLETION, DATED MARCH 18, 2002

PROSPECTUS                                                            

2,500,000 SHARES

Newfield Exploration Company

COMMON STOCK

------------

We intend to enter into a sales agency agreement with UBS Warburg LLC 
relating to the shares of common stock offered by this prospectus. In accordance
with the terms of the proposed sales agency agreement, we may offer and sell up 
to 2,500,000 shares of our common stock from time to time through UBS Warburg,  
as our exclusive sales agent. Sales of the shares, if any, will be made by means
of ordinary brokers' transactions on the New York Stock Exchange. Our common    
stock is listed on the New York Stock Exchange under the symbol "NFX." On March 
15, 2002, the last reported sales price of our common stock on the New York     
Stock Exchange was $37.18 per share. No more than 1,500,000 shares of common    
stock will be issued and sold under the sales agency agreement in any           
consecutive 12-month period.                                                    

 UBS Warburg will be entitled to a commission equal to 3.0% of the gross
sales price per share for the first 1,000,000 shares sold under the sales agency
agreement and 2.5% of the gross sales price per share for the next 1,500,000    
shares sold under the agreement.                                                

See "Risk Factors" beginning on page 3 for factors you should consider
before buying shares of our common stock.                                       

------------

 NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A     
CRIMINAL OFFENSE.                                                               

------------

 UBS Warburg LLC

  This prospectus is dated             , 2002.

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TABLE OF CONTENTS                         

About This Prospectus                                                1          
Where You Can Find More                                                         
Information                                                       1       
Forward-Looking Statements                                           2          
Our Company                                                          2          
Risk Factors                                                         2          
Use Of Proceeds                                                      7          
Description Of Capital Stock                                         7          
Plan Of Distribution                                                11          
Legal Matters                                                       12          
Experts                                                             12          

 ABOUT THIS PROSPECTUS

    This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.    
Under this shelf registration process, we may sell the shares of common stock   
described in this prospectus from time to time. This prospectus provides you    
with a general description of the common stock we may offer. We may also add,   
update or change information contained in this prospectus through a supplement  
to this prospectus. Any statement that we make in this prospectus will be       
modified or superseded by any inconsistent statement made by our company in a   
prospectus supplement. You should read both this prospectus and any prospectus  
supplement together with the additional information described in the following  
section.                                                                        

 WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the  
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,    
N.W., Washington, D.C. 20549. You may obtain information on the operation of    
the public reference room by calling the SEC at 1-800-SEC-0330.                 

    Our common stock is listed on the New York Stock Exchange under the symbol
"NFX." Our reports, proxy statements and other information may be read and      
copied at the New York Stock Exchange at 30 Broad Street, New York, New York    
10005.                                                                          

  The SEC allows our company to "incorporate by reference" the information
we file with them, which means that we can disclose important information to    
you by referring you to those documents. The information incorporated by        
reference is an important part of this prospectus, and information that we file 
later with the SEC will automatically update and supersede this information. We 
incorporate by reference the documents listed below and any future filings made 
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we sell all of the common stock offered by this prospectus or 
until we terminate this offering:                                               

 o  our Annual Report on Form 10-K for the year ended December 31, 2001;
    o  our Current Reports on Form 8-K filed on February 8, 2002 and March 14,
2002;                                                           
   o  the description of our common stock contained in our Form 8-A filed on
November 4, 1993; and                                           
    o  the description of our preferred share purchase rights contained in our
Form 8-A filed on February 18, 1999.                            

   You may request a copy of these filings at no cost, by writing or calling
us at our principal executive offices at the following address or telephone     
number:                                                                         

Newfield Exploration Company
Attention: Stockholder Relations
 363 N. Sam Houston Parkway E., Suite 2020
Houston, Texas 77060
(281) 847-6000

You should rely only on the information incorporated by reference or  
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an     
offer of this common stock in any state where the offer is not permitted. You   
should not                                                                      

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assume that the information in this prospectus, any prospectus supplement or any
document incorporated by reference is accurate as of any date other than the    
date of those documents.                                                        

FORWARD-LOOKING STATEMENTS

This prospectus and the documents we incorporate by reference contain 
statements that constitute "forward-looking statements" within the meaning of   
Section 27A of the Securities Act and Section 21E of the Securities Exchange    
Act. These statements appear in a number of places in this prospectus and the   
documents we incorporate by reference and include statements regarding our      
plans, beliefs or current expectations, including those plans, beliefs and      
expectations of our officers and directors.                                     

     Although we believe that the expectations reflected in such forward-looking
statements are reasonable, any such forward-looking statements are not          
assurances of future performance and involve risks and uncertainties. Actual    
results may differ materially from anticipated results for a number of reasons, 
including:                                                                      

o  drilling results;                                                  
o  oil and gas prices;                                                
o  industry conditions;                                               
o  the prices of goods and services;                                  
o  the availability of drilling rigs and other support services; and  
o  the availability of capital resources.                             

The information contained in this prospectus, and the documents       
incorporated by reference into this prospectus, identify additional factors that
could affect our operating results and performance. We urge you to carefully    
consider those factors. All forward-looking statements attributable to our      
company are expressly qualified in their entirety by this cautionary statement. 

 OUR COMPANY

We are an independent oil and gas company engaged in the exploration, 
development and acquisition of crude oil and natural gas properties. Our        
company was founded in 1989 and we acquired our first property in 1990. Our     
initial focus area was the Gulf of Mexico. In the mid-1990s, we began to expand 
our operations to other select areas. Our areas of operation now also include   
the U.S. onshore Gulf Coast, the Anadarko Basin, offshore northwest Australia   
and the Bohai Bay, offshore China.                                              

    At year-end 2001, we had proved reserves of 936.4 Bcfe. Of those reserves,

o  77% were natural gas;                                              
o  93% were proved developed;                                         
o  58% were located in the Gulf of Mexico;                            
o  39% were located onshore in the U.S.; and                          
o  3% were located offshore Australia.                                

  Our growth strategy has remained unchanged and is based on the following
elements.                                                                       

o  growing reserves through the drilling of a balanced portfolio;     
  o  balancing exploration with the acquisition and exploitation of proved
properties;                                                     
o  focusing on select geographic areas;                               
o  controlling operations and costs;                                  
o  using 3-D seismic data and other advanced technologies; and        
   o  attracting and retaining a quality work-force through equity ownership
and other performance-based incentives.                         

RISK FACTORS

You should carefully consider the following factors as well as other  
information contained in this prospectus before deciding to invest in shares of 
our common stock.                                                               

OIL AND GAS PRICES FLUCTUATE WIDELY, AND LOW PRICES FOR AN EXTENDED PERIOD OF   
TIME ARE LIKELY TO HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS.              

Our revenues, profitability and future growth depend substantially on 
prevailing prices for oil and gas. These prices also affect the amount of cash  
flow available for capital                                                      

2 

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expenditures and our ability to borrow and raise additional capital. The amount 
we can borrow under our credit facility is subject to periodic redeterminations 
based in part on changing expectations of future prices. Lower prices may also  
reduce the amount of oil and gas that we can economically produce.              

   Prices for oil and gas fluctuate widely. Among the factors that can cause
fluctuations are:                                                               

o  the domestic and foreign supply of oil and natural gas;            
o  the price and availability of alternative fuels;                   
o  weather conditions;                                                
o  the level of consumer demand;                                      
o  the price of foreign imports;                                      
o  world-wide economic conditions;                                    
o  political conditions in oil and gas producing regions; and         
o  domestic and foreign governmental regulations.                     

OUR USE OF OIL AND GAS PRICE HEDGING CONTRACTS INVOLVES CREDIT RISK AND MAY     
LIMIT FUTURE REVENUES FROM PRICE INCREASES AND RESULT IN SIGNIFICANT            
FLUCTUATIONS IN OUR NET INCOME AND STOCKHOLDERS' EQUITY.                        

  We use hedging transactions with respect to a portion of our oil and gas
production to achieve more predictable cash flow and to reduce our exposure to  
price fluctuations. While the use of hedging transactions limits the down-side  
risk of price declines, their use may also limit future revenues from price     
increases. Hedging transactions also involve the risk that the counterparty may 
be unable to satisfy its obligations.                                           

  We adopted Statement of Financial Accounting Standards (SFAS) No. 133 on
January 1, 2001. SFAS No. 133 generally requires us to record each hedging      
transaction as an asset or liability measured at its fair value. Each quarter we
must record changes in the value of our hedges, which could result in           
significant fluctuations in net income and stockholders' equity from period to  
period. Please read our most recently filed annual report on Form 10-K or       
quarterly report on Form 10-Q for a more detailed discussion of our hedging     
program.                                                                        

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO REPLACE THE RESERVES THAT WE       
PRODUCE.                                                                        

    Our future success depends on our ability to find, develop and acquire oil
and gas reserves that are economically recoverable. As is generally the case,   
our producing properties in the Gulf of Mexico and the onshore Gulf Coast often 
have high initial production rates, followed by steep declines. As a result, we 
must locate and develop or acquire new oil and gas reserves to replace those    
depleted by production. We must do this even during periods of low oil and gas  
prices when it may be difficult to raise the capital necessary to finance these 
activities. Without successful exploration or acquisition activities, our       
reserves, production and revenues will decline rapidly. We cannot assure you    
that we will be able to find and develop or acquire additional reserves at an   
acceptable cost.                                                                

SUBSTANTIAL CAPITAL IS REQUIRED TO REPLACE AND GROW RESERVES.                   

We make, and will continue to make, substantial expenditures to find, 
develop, acquire and produce oil and gas reserves. We believe that we will have 
sufficient cash provided by operating activities and available borrowings under 
our credit arrangements to fund planned capital expenditures in 2002. If,       
however, lower oil and gas prices or operating difficulties result in our cash  
flow from operations being less than expected or limit our ability to borrow    
under our credit facility, we may be unable to expend the capital necessary to  
undertake or complete our drilling program unless we raise additional funds     
through debt or equity financings. We cannot assure you that debt or equity     
financing, cash generated by operations or borrowing capacity will be available 
to meet these requirements.                                                     

3 

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RESERVE ESTIMATES ARE INHERENTLY UNCERTAIN AND DEPEND ON MANY ASSUMPTIONS THAT  
MAY TURN OUT TO BE INACCURATE.                                                  

     Estimating accumulations of oil and gas is complex and is not exact because
of the numerous uncertainties inherent in the process. The process relies on    
interpretations of available geologic, geophysic, engineering and production    
data. The extent, quality and reliability of this technical data can vary. The  
process also requires certain economic assumptions, some of which are mandated  
by the SEC, such as oil and gas prices, drilling and operating expenses,        
capital expenditures, taxes and availability of funds. The accuracy of a        
reserve estimate is a function of:                                              

o  the quality and quantity of available data;                        
o  the interpretation of that data;                                   
o  the accuracy of various mandated economic assumptions; and         
o  the judgment of the persons preparing the estimate.                

     The proved reserve information incorporated by reference in this prospectus
is based on estimates we prepared. Estimates prepared by others might differ    
materially from our estimates.                                                  

    Actual future production, oil and gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas      
reserves most likely will vary from our estimates. Any significant variance     
could materially affect the quantities and present value of our reserves. In    
addition, we may adjust estimates of proved reserves to reflect production      
history, results of exploration and development and prevailing oil and gas      
prices. Our reserves may also be susceptible to drainage by operators on        
adjacent properties.                                                            

You should not assume that the present value of future net cash flows 
incorporated by reference in this prospectus is the current market value of our 
estimated proved oil and gas reserves. In accordance with SEC requirements, we  
generally base the estimated discounted future net cash flows from proved       
reserves on prices and costs on the date of the estimate. Actual future prices  
and costs may be materially higher or lower than the prices and costs as of the 
date of the estimate.                                                           

IF OIL AND GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITEDOWNS.          

We may be required to writedown the carrying value of our oil and gas 
properties when oil and gas prices are low or if we have substantial downward   
adjustments to our estimated proved reserves, increases in our estimates of     
development costs or deterioration in our exploration results.                  

We capitalize the costs to acquire, find and develop our oil and gas  
properties under the full cost accounting method. The net capitalized costs of  
our oil and gas properties may not exceed the present value of estimated future 
net cash flows from proved reserves, using constant oil and gas prices and a 10%
discount factor, plus the lower of cost or fair market value of unproved        
properties. If net capitalized costs of our oil and gas properties exceed this  
limit, we must charge the amount of the excess to earnings. We review the       
carrying value of our properties quarterly, based on prices in effect as of the 
end of each quarter or as of the time of reporting our results. The carrying    
value of oil and gas properties is computed on a country-by-country basis.      
Therefore, while our properties in one country may be subject to a writedown,   
our properties in other countries could be unaffected. Once incurred, a         
writedown of oil and gas properties is not reversible at a later date even if   
oil or gas prices increase.                                                     

WE MAY BE SUBJECT TO RISKS IN CONNECTION WITH FUTURE ACQUISITIONS.              

   The successful acquisition of producing properties requires an assessment
of several factors, including:                                                  

o  recoverable reserves;                                              
o  future oil and gas prices;                                         
o  operating costs; and                                               
o  potential environmental and other liabilities.                     

4   

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  The accuracy of these assessments is inherently uncertain. In connection
with these assessments, we perform a review of the subject properties that we   
believe to be generally consistent with industry practices. Our review will not 
reveal all existing or potential problems nor will it permit us to become       
sufficiently familiar with the properties to fully assess their deficiencies    
and capabilities. Inspections may not always be performed on every platform or  
well, and structural and environmental problems are not necessarily observable  
even when an inspection is undertaken. Even when problems are identified, the   
seller may be unwilling or unable to provide effective contractual protection   
against all or part of the problems. We are often not entitled to contractual   
indemnification for environmental liabilities and acquire properties on an "as  
is" basis.                                                                      

COMPETITIVE INDUSTRY CONDITIONS MAY NEGATIVELY AFFECT OUR ABILITY TO CONDUCT    
OPERATIONS.                                                                     

Competition in the oil and gas industry is intense, particularly with 
respect to the acquisition of producing properties and proved undeveloped       
acreage. Major and independent oil and gas companies actively bid for desirable 
oil and gas properties, as well as for the equipment and labor required to      
operate and develop their properties. Many of our competitors have financial    
resources that are substantially greater than ours, which may adversely affect  
our ability to compete with these companies.                                    

DRILLING IS A HIGH-RISK ACTIVITY.                                               

    Our future success will depend on the success of our drilling programs. In
addition to the numerous operating risks described in more detail below, these  
activities involve the risk that no commercially productive oil or gas          
reservoirs will be discovered. In addition, we often are uncertain as to the    
future cost or timing of drilling, completing and producing wells. Furthermore, 
our drilling operations may be curtailed, delayed or canceled as a result of a  
variety of factors, including:                                                  

o  unexpected drilling conditions;                                    
o  pressure or irregularities in formations;                          
o  equipment failures or accidents;                                   
o  adverse weather conditions;                                        
o  compliance with governmental requirements; and                     
o  shortages or delays in the availability of drilling rigs and the   
delivery of equipment.                                          

THE OIL AND GAS BUSINESS INVOLVES MANY OPERATING RISKS THAT CAN CAUSE           
SUBSTANTIAL LOSSES; INSURANCE MAY NOT PROTECT US AGAINST ALL THESE RISKS.       

These risks include:                                                  

o  fires;                                                             
o  explosions;                                                        
o  blow-outs;                                                         
  o  uncontrollable flows of oil, gas, formation water or drilling fluids;
o  natural disasters;                                                 
o  pipe or cement failures;                                           
o  casing collapses;                                                  
o  embedded oilfield drilling and service tools;                      
o  abnormally pressured formations; and                               
  o  environmental hazards such as oil spills, natural gas leaks, pipeline
ruptures and discharges of toxic gases.                         

If any of these events occur, we could incur substantial losses as a result of: 

o  injury or loss of life;                                            
o  severe damage to or destruction of property, natural resources and 
equipment;                                                      
o  pollution and other environmental damage;                          
o  clean-up responsibilities;                                         
o  regulatory investigation and penalties;                            
o  suspension of our operations; and                                  
o  repairs to resume operations.                                      

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If we experience any of these problems, our ability to conduct operations could 
be adversely affected.                                                          

     Offshore operations are subject to a variety of operating risks peculiar to
the marine environment, such as capsizing, collisions and damage or loss from   
hurricanes or other adverse weather conditions. These conditions can cause      
substantial damage to facilities and interrupt production. As a result, we      
could incur substantial liabilities that could reduce or eliminate the funds    
available for exploration, development and acquisitions, or result in loss of   
properties.                                                                     

   We maintain insurance against some, but not all, of these potential risks
and losses. We may elect not to obtain insurance if we believe that the cost of 
available insurance is excessive relative to the risks presented. In addition,  
pollution and environmental risks generally are not fully insurable. If a       
significant accident or other event occurs and is not fully covered by          
insurance, it could adversely affect us.                                        

WE HAVE RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS.                           

We continue to evaluate and pursue new opportunities for international
expansion in areas where we can use our core competencies. To date, we have     
expanded our operations to Australia and China.                                 

    Ownership of property interests and production operations in areas outside
the United States is subject to the various risks inherent in foreign           
operations. These risks may include:                                            

o  currency restrictions and exchange rate fluctuations;              
  o  loss of revenue, property and equipment as a result of expropriation,
nationalization, war or insurrection;                           
o  increases in taxes and governmental royalties;                     
o  renegotiation of contracts with governmental entities and          
quasi-governmental agencies;                                    
o  changes in laws and policies governing operations of foreign-based 
companies;                                                      
o  labor problems; and                                                
   o  other uncertainties arising out of foreign government sovereignty over
our international operations.                                   

 Our international operations may also be adversely affected by laws and
policies of the United States affecting foreign trade, taxation and investment. 
In addition, if a dispute arises with respect to our foreign operations, we may 
be subject to the exclusive jurisdiction of foreign courts or may not be        
successful in subjecting foreign persons to the jurisdiction of the courts of   
the United States.                                                              

EXPLORATION IN DEEPWATER INVOLVES GREATER OPERATING AND FINANCIAL RISKS THAN    
EXPLORATION AT SHALLOWER DEPTHS. THESE RISKS COULD RESULT IN SUBSTANTIAL LOSSES.

We have developed a three phase strategy to enter the deepwater play. 
Deepwater drilling and operations require the application of recently developed 
technologies and involve a higher risk of mechanical failure. We will likely    
experience significantly higher drilling costs for any deepwater wells we may   
drill. In addition, much of the deepwater play lacks the physical and oilfield  
service infrastructure present in shallower waters. As a result, development of 
a deepwater discovery may be a lengthy process and require substantial capital  
investment, resulting in significant financial and operating risks.             

OTHER INDEPENDENT OIL AND GAS COMPANIES' LIMITED ACCESS TO CAPITAL MAY CHANGE   
OUR EXPLORATION AND DEVELOPMENT PLANS.                                          

   Many independent oil and gas companies have limited access to the capital
necessary to finance their activities. As a result, some of the other working   
interest owners of our wells may be unwilling or unable to pay their share of   
the costs of projects as they become due. These problems could cause us to      
change, suspend or terminate our drilling and development plans with respect to 
the affected project.                                                           

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WE ARE SUBJECT TO COMPLEX LAWS THAT CAN AFFECT THE COST, MANNER OR FEASIBILITY  
OF DOING BUSINESS.                                                              

     Exploration, development, production and sale of oil and gas are subject to
extensive federal, state, local and international regulation. We may be         
required to make large expenditures to comply with environmental and other      
governmental regulations. Matters subject to regulation include:                

o  discharge permits for drilling operations;                         
o  drilling bonds;                                                    
o  reports concerning operations;                                     
o  the spacing of wells;                                              
o  unitization and  pooling of properties; and                        
o  taxation.                                                          

Under these laws, we could be liable for personal injuries, property  
damage, oil spills, discharge of hazardous materials, remediation and clean-up  
costs and other environmental damages. Failure to comply with these laws also   
may result in the suspension or termination of our operations and subject us to 
administrative, civil and criminal penalties. Moreover, these laws could change 
in ways that substantially increase our costs. Any such liabilities, penalties, 
suspensions, terminations or regulatory changes could materially adversely      
affect our financial condition and results of operations.                       

OUR CERTIFICATE OF INCORPORATION, STOCKHOLDERS RIGHTS PLAN AND BYLAWS CONTAIN   
PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL OF OUR     
COMPANY.                                                                        

    Our stockholders rights agreement, together with certain provisions of our
certificate of incorporation and bylaws, may make it more difficult to effect a 
change in control of our company, to acquire us or to replace incumbent         
management. These provisions could potentially deprive our stockholders of      
opportunities to sell shares of our stock at above-market prices.               

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.                          

We have not paid cash dividends in the past and do not intend to pay  
dividends on our common stock in the foreseeable future. We currently intend    
to retain any earnings for the future operation and development of our business.
Our ability to make dividend payments in the future will be dependent on our    
future performance and liquidity. In addition, our credit facility contains     
restrictions on our ability to pay cash dividends.                              

 USE OF PROCEEDS

   Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the common stock offered by this prospectus for       
general corporate purposes, which may include repayment of indebtedness, the    
financing of capital expenditures, future acquisitions and additions to our     
working capital.                                                                

DESCRIPTION OF CAPITAL STOCK

    Pursuant to our certificate of incorporation, our authorized capital stock
consists of 100 million shares of common stock and five million shares of       
preferred stock. As of March 5, 2002, we had 44,275,828 shares of common stock  
and no shares of preferred stock outstanding.                                   

COMMON STOCK                                                                    

    Our common stockholders are entitled to one vote per share in the election
of directors and on all other matters submitted to a vote of our common         
stockholders. Our common stockholders do not have cumulative voting rights.     

Our common stockholders are entitled to receive ratably any dividends 
declared by our board of directors out of funds legally available for the       
payment of dividends. Dividends on our common stock are, however, subject to any
preferential dividend rights of outstanding preferred stock. We do not intend   
to pay cash dividends on our common stock in the foreseeable future. Upon our   
liquidation, dissolution or winding up, our common stockholders are entitled to 
receive                                                                         

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ratably our net assets available after payment of all of our debts and other    
liabilities. Any payment is subject, however, to the prior rights of any        
outstanding preferred stock. Our common stockholders do not have any preemptive,
subscription, redemption or conversion rights.                                  

PREFERRED STOCK                                                                 

 Our certificate of incorporation allows our board of directors to issue
preferred stock from time to time in one or more series, without any action     
being taken by our stockholders. Subject to the provisions of our certificate of
incorporation and limitations prescribed by law, our board of directors may     
adopt resolutions to issue shares of a series of our preferred stock, and       
establish their terms. These terms may include:                                 

o  voting powers;                                                     
o  designations;                                                      
o  preferences;                                                       
o  dividend rights;                                                   
o  dividend rates;                                                    
o  terms of redemption;                                               
o  redemption prices; and                                             
o  conversion rights.                                                 

ANTI-TAKEOVER PROVISIONS                                                        

Certain provisions in our certificate of incorporation and bylaws may 
encourage persons considering unsolicited tender offers or other unilateral     
takeover proposals to negotiate with our board of directors rather than pursue  
nonnegotiated takeover attempts.                                                

STOCKHOLDER ACTION BY WRITTEN CONSENT. Under the Delaware General     
Corporation Law, unless the certificate of incorporation of a corporation       
specifies otherwise, any action that could be taken by stockholders at an annual
or special meeting may be taken without a meeting and without notice to or a    
vote of other stockholders if a consent in writing is signed by the holders of  
outstanding stock having voting power that would be sufficient to take such     
action at a meeting at which all outstanding shares were present and voted. Our 
certificate of incorporation and bylaws provide that stockholder action may be  
taken in writing by the consent of holders of not less than 66 2/3% of the      
outstanding shares entitled to vote at a meeting of stockholders. As a result,  
stockholders may not act upon any matter except at a duly called meeting or by  
the written consent of holders of 66 2/3% or more of the outstanding shares     
entitled to vote.                                                               

    SUPERMAJORITY VOTE REQUIRED FOR CERTAIN TRANSACTIONS. The affirmative vote
of the holders of at least 66 2/3% of the outstanding shares of common stock is 
required to approve any merger or consolidation of our company or any sale or   
transfer of all or substantially all of our assets.                             

  BLANK CHECK PREFERRED STOCK. Our certificate of incorporation authorizes
"blank check" preferred stock. Our board of directors can set the voting,       
redemption, conversion and other rights relating to such preferred stock and can
issue such stock in either a private or public transaction. The issuance of     
preferred stock, while providing desired flexibility in connection with possible
acquisitions and other corporate purposes, could adversely affect the voting    
power of holders of common stock and the likelihood that holders will receive   
dividend payments and payments upon liquidation and could have the effect of    
delaying, deferring or preventing a change in control of our company.           

     BUSINESS COMBINATIONS UNDER DELAWARE LAW. We are a Delaware corporation and
are subject to Section 203 of the Delaware General Corporation Law. Section 203 
prevents an interested stockholder (i.e., a person who owns 15% or more of our  
outstanding voting stock) from engaging in certain business combinations with   
our company for three years following the date that the person became an        
interested stockholder. These restrictions do not apply if:                     

o  before the person became an interested stockholder, our board of   
     directors approved either the business combination or the transaction
  that resulted in the interested stockholder becoming an interested
stockholder;                                                    
o  upon completion of the transaction that resulted in the stockholder
       becoming an interested stockholder, the interested stockholder owned at
     least 85% of our outstanding voting stock at the time the transaction
commenced; or                                                   

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o  following the transaction in which the person became an interested 
      stockholder, the business combination is approved by both our board of
   directors and the holders of at least two-thirds of our outstanding
voting stock not owned by the interested stockholder.           

   These restrictions do not apply to certain business combinations proposed
by an interested stockholder following the announcement of certain extraordinary
transactions involving our company and a person who was not an interested       
stockholder during the previous three years or who became an interested         
stockholder with the approval of a majority of our directors, if that           
extraordinary transaction is approved or goes unopposed by a majority of our    
directors who were directors before any person became an interested stockholder 
in the previous three years or who were recommended for election or elected to  
succeed such directors by a majority of directors then in office.               

STOCKHOLDERS RIGHTS AGREEMENT. Our board of directors has adopted a   
stockholders rights agreement. Under the agreement, each right entitles the     
holder under the circumstances described below to purchase from us one          
one-thousandth of a share of our junior participating preferred stock at a price
of $85 per one one-thousandth of a preferred share, subject to adjustment. The  
following is a summary of certain terms of the rights agreement. The rights     
agreement is filed as an exhibit to the registration statement of which this    
prospectus is a part, and this summary is qualified by reference to the specific
terms of the rights agreement.                                                  

Until the distribution date, the rights attach to all common stock    
certificates representing outstanding shares. No separate rights certificates   
will be distributed. A right is issued for each share of common stock issued.   
The rights will separate from the common stock and a distribution date will     
occur upon the earlier of                                                       

    o  10 business days following a public announcement that a person or group
        of affiliated or associated persons has acquired beneficial ownership of
20% or more of our outstanding voting stock; or                 
o  10 business days following the commencement or announcement of an  
 intention to commence a tender offer or exchange offer that would
      result in the beneficial ownership by a person or group of 20% or more
of our outstanding voting stock.                                

   Until the distribution date or the earlier of redemption or expiration of
the rights, they are not exercisable and will be evidenced by the certificates  
representing our common stock. As soon as practicable following the distribution
date, separate certificates evidencing the rights will be mailed to holders of  
record of our common stock as of the close of business on the distribution date 
and such separate rights certificates alone will thereafter evidence the        
rights.                                                                         

   If a person or group acquires 20% or more of our voting stock, each right
(other than rights beneficially owned by the acquiring persons, which would     
become null and void) becomes a right to buy that number of shares of common    
stock, or under certain circumstances, the equivalent number of one             
one-thousandths of a preferred share, that at the time of such acquisition has  
a market value of two times the purchase price of the right.                    

  If we are acquired in a merger or other business combination transaction
or assets constituting more than 50% of our consolidated assets or producing    
more than 50% of our earning power or cash flow are sold, proper provision will 
be made so that each holder of a right will thereafter have the right to        
receive, upon the exercise thereof at the then current purchase price of the    
right, that number of shares of common stock of the acquiring company that at   
the time of such transaction has a market value of two times the purchase price 
of the right.                                                                   

     The dividend and liquidation rights, and the non-redemption feature, of the
preferred shares are designed so that the value of one one-thousandth           

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of a preferred share purchasable upon exercise of each right will approximate   
the value of one share of our common stock. The preferred shares issuable upon  
exercise of the rights will be non-redeemable and rank junior to all other      
series of our preferred stock. Each whole preferred share will be entitled to   
receive a quarterly preferential dividend in an amount per share equal to the   
greater of $1.00 or 1,000 times the aggregate per share dividend declared on our
common stock. If our company is liquidated, the holders of preferred shares     
will be entitled to receive a preferential liquidation payment per whole share  
equal to the greater of $1,000 per share or 1,000 times the aggregate amount to 
be distributed per share of our common stock. If our common stock is exchanged  
for or changed into other stock or securities, cash or other property as the    
result of a merger, consolidation or other transaction, each whole preferred    
share will be entitled to 1,000 times the amount received per share of our      
common stock. Each whole preferred share will be entitled to 1,000 votes on all 
matters submitted to a vote of our stockholders, and preferred shares will      
generally vote together as one class with our common stock and any other capital
stock on all matters submitted to a vote of our stockholders.                   

 The purchase price and the number of one one-thousandths of a preferred
share or other securities or property issuable upon exercise of the rights may  
be adjusted from time to time to prevent dilution.                              

 At any time after a person or group of affiliated or associated persons
acquires beneficial ownership of 20% or more of our outstanding voting stock    
and before a person or group acquires beneficial ownership of 50% or more of our
outstanding voting stock, our board of directors may, at its option, issue      
common stock in mandatory redemption of, and in exchange for, all or part of    
the then outstanding exercisable rights, other than rights owned by such person 
or group, which would become null and void, at an exchange ratio of one share of
common stock, or one one-thousandth of a preferred share, for each two shares of
common stock for which each right is then exercisable, subject to adjustment.   

   At any time prior to the first public announcement that a person or group
has become the beneficial owner of 20% or more of our outstanding voting stock, 
our board of directors may redeem all, but not less than all, of the then       
outstanding rights at a price of $0.01 per right. The redemption of the rights  
may be made effective at such time, on such basis and with such conditions as   
our board of directors in its sole discretion may establish. Immediately upon   
our board of directors ordering redemption of the rights, the rights will       
terminate other than the right to receive the redemption price.                 

    The rights will expire on February 22, 2009, unless the expiration date is
extended or the rights are earlier redeemed or exchanged.                       

LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS                               

 Delaware law authorizes corporations to limit or eliminate the personal
liability of officers and directors to corporations and their stockholders for  
monetary damages for breach of officers' and directors' fiduciary duty of care. 
The duty of care requires that, when acting on behalf of the corporation,       
officers and directors must exercise an informed business judgment based on all 
material information reasonably available to them. Absent the limitations       
authorized by Delaware law, officers and directors are accountable to           
corporations and their stockholders for monetary damages for conduct            
constituting gross negligence in the exercise of their duty of care. Delaware   
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.                                                       

   Our certificate of incorporation limits the liability of our officers and
directors to our company and our stockholders to the fullest extent permitted   
by Delaware law. Specifically, our officers and directors will not be personally
liable for monetary damages for breach of an officer's or director's fiduciary  
duty in such capacity, except for liability:                                    

 o  for any breach of the officer's or director's duty of loyalty to our
company or our stockholders;                                    

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o  for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law;                       
o  for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General  
Corporation law; or                                             
o  for any transaction from which the officer or director derived an  
improper personal benefit.                                      

 The inclusion of this provision in our certificate of incorporation may
reduce the likelihood of derivative litigation against our officers and         
directors, and may discourage or deter stockholders or management from bringing 
a lawsuit against our officers and directors for breach of their duty of care,  
even though such an action, if successful, might have otherwise benefited our   
company and our stockholders. Both our certificate of incorporation and bylaws  
provide indemnification to our officers and directors and certain other         
persons with respect to certain matters to the maximum extent allowed by        
Delaware law as it exists now or may hereafter be amended. These provisions do  
not alter the liability of officers and directors under federal securities laws 
and do not affect the right to sue, nor to recover monetary damages, under      
federal securities laws for violations thereof.                                 

TRANSFER AGENT AND REGISTRAR                                                    

Our transfer agent and registrar is Mellon Shareholder Services L.L.C.

PLAN OF DISTRIBUTION

     We intend to enter into a sales agency agreement with UBS Warburg LLC under
which we may issue and sell up to 2,500,000 shares of our common stock from time
to time through UBS Warburg, as our exclusive sales agent. No more than         
1,500,000 shares of common stock will be issued and sold under the sales agency 
agreement in any consecutive 12-month period. The form of the sales agency      
agreement is an exhibit to the registration statement of which this prospectus  
is a part and is incorporated by reference into this prospectus. The sales, if  
any, of common stock made under the sales agency agreement will be made only by 
means of ordinary brokers' transactions on the New York Stock Exchange.         

UBS Warburg will sell the shares of common stock subject to the sales 
agency agreement on a daily basis or as we and UBS Warburg otherwise agree. We  
will designate the maximum amount of shares of common stock to be sold by UBS   
Warburg daily as reasonably agreed to by UBS Warburg. Subject to the terms and  
conditions of the sales agency agreement, UBS Warburg will use its reasonable   
efforts to sell all of the designated shares of common stock. We may instruct   
UBS Warburg not to sell shares of common stock if the sales cannot be effected  
at or above a designated price. UBS Warburg will not be obligated to use        
reasonable efforts to sell shares at any price below the designated price. We or
UBS Warburg may suspend the offering of shares of common stock upon proper      
notice and subject to other conditions.                                         

    UBS Warburg will provide written confirmation to us following the close of
trading on the New York Stock Exchange each day in which shares of common stock 
are sold under the sales agency agreement. Each confirmation will include the   
number of shares sold on that day, the net proceeds to us and the compensation  
payable by us to UBS Warburg in connection with the sales.                      

The compensation to UBS Warburg for sales of common stock will equal a
fixed commission rate on the gross sales price of any shares sold of 3.0% for   
the first 1,000,000 shares sold and 2.5% for the next 1,500,000 shares sold. The
remaining sales proceeds, after deducting any applicable transaction fees       
imposed by the exchange or government, will equal our net proceeds for the      
sale of the shares.                                                             

   Settlement for sales of common stock will occur on the third business day
following the date on which any sales are made in return for payment of the net 
proceeds to us. There is no arrangement for funds to be received in an escrow,  
trust or similar arrangement.                                                   

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     On or prior to the second business day following any date on which sales of
common stock were made by UBS Warburg, we will file a prospectus supplement with
the SEC under the applicable paragraph of Rule 424(b) of the Securities Act. We 
will also deliver to the New York Stock Exchange the number of copies of the    
prospectus supplement that are required by the exchange. The prospectus         
supplement will include the dates covered, the number of shares of common stock 
sold through UBS Warburg, the net proceeds to our company and the compensation  
payable by our company to UBS Warburg in connection with the sales of the common
stock. Unless otherwise indicated in a prospectus supplement, UBS Warburg will  
act as sales agent on a reasonable efforts basis.                               

    In connection with the sale of common stock on our behalf, UBS Warburg may
be deemed to be an "underwriter" within the meaning of the Securities Act, and  
the compensation of UBS Warburg may be deemed to be underwriting commissions or 
discounts. We have agreed to provide indemnification and contribution to UBS    
Warburg against certain civil liabilities, including liabilities under the      
Securities Act. UBS Warburg may engage in transactions with, or perform services
for, our company in the ordinary course of business.                            

If either our company or UBS Warburg has reason to believe that the   
exemptive provisions set forth in Rule 101(c)(1) of Regulation M under the      
Exchange Act are not satisfied, that party will promptly notify the other and   
sales of common stock under the sales agency agreement will be suspended until  
that or other exemptive provisions have been satisfied in the judgment of our   
company and UBS Warburg.                                                        

  The offering of common stock pursuant to the sales agency agreement will
terminate upon the earlier of the sale of all shares of common stock subject to 
the agreement and termination of the sales agency agreement. The sales agency   
agreement may be terminated by at any time by either party in their sole        
discretion.                                                                     

 LEGAL MATTERS

   Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered common stock. Certain legal
matters in connection with the offered common stock will be passed upon for UBS 
Warburg by its counsel, Cahill Gordon & Reindel, New York, New York.            

 EXPERTS

  The financial statements incorporated in this prospectus by reference to
our annual report on Form 10-K for the year ended December 31, 2001 have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,           
independent accountants, given on the authority of that firm as experts in      
auditing and accounting.                                                        

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 PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.                          

The following table sets forth the estimated expenses payable by the  
registrant in connection with the issuance and distribution of the securities   
covered by this registration statement.                                         

                                                        [Enlarge/Download Table]
                                                                                         
Registration fee................................................................ $ 76,450
Fees and expenses of accountants................................................   35,000
Fees and expenses of legal counsel..............................................  150,000
Fees and expenses of Trustee and counsel........................................    7,500
Printing and engraving expenses.................................................   85,000
Miscellaneous...................................................................    1,050
                                                                                 --------
      Total..................................................................... $355,000
                                                                                 ========

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

   Under Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL"), a Delaware corporation has the power, under specified             
circumstances, to indemnify its directors, officers, employees and agents in    
connection with threatened, pending or completed actions, suits or proceedings, 
whether civil, criminal, administrative or investigative (other than an action  
by or in right of the corporation), brought against them by reason of the fact  
that they were or are such directors, officers, employees or agents, against    
expenses, judgments, fines and amounts paid in settlement actually and          
reasonably incurred in any such action, suit or proceeding. Article Seventh of  
the registrant's certificate of incorporation, together with Article VI of its  
bylaws, provide for indemnification of each person who is or was made a party to
any actual or threatened civil, criminal, administrative or investigative       
action, suit or proceeding because such person is, was or has agreed to become  
an officer or director of the registrant or is a person who is or was serving or
has agreed to serve at the request of the registrant as a director, officer,    
partner, venturer, proprietor, trustee, employee, agent or similar functionary  
of another corporation or of a partnership, joint venture, sole proprietorship, 
trust, employee benefit plan or other enterprise to the fullest extent permitted
by the DGCL as it existed at the time the indemnification provisions of the     
registrant's certificate of incorporation and bylaws were adopted or as may be  
thereafter amended. Article VI of the registrant's bylaws expressly provides    
that it is not the exclusive method of indemnification.                         

Article Seventh of the registrant's certificate of incorporation and  
Article VI of its bylaws also provide that the registrant may maintain          
insurance, at its own expense, to protect itself and any director, officer,     
employee or agent of the registrant or of another entity against any expense,   
liability or loss, regardless of whether the registrant would have the power to 
indemnify such person against such expense, liability or loss under the DGCL.   

    Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a     
director to the corporation or its stockholders for monetary damages for breach 
of fiduciary duty as a director, provided that such provision shall not         
eliminate or limit the liability of a director (i) for any breach of the        
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a     
knowing violation of law, (iii) under Section 174 of the DGCL (relating to      
liability for unauthorized acquisitions or redemptions of, or dividends on,     
capital stock) or (iv) for any transaction                                      

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from which the director derived an improper personal benefit. Article Seventh of
the registrant's certificate of incorporation contains such a provision.        

    Howard H. Newman, a director of the registrant and a Managing Director and
a member of E.M. Warburg, Pincus & Co., LLC and a general partner of Warburg,   
Pincus & Co., is indemnified by affiliates of E.M. Warburg, Pincus & Co., LLC   
and Warburg, Pincus & Co. against certain liabilities that he may incur as a    
result of his serving as a director of the registrant.                          

Thomas G. Ricks, a director of the registrant, served as President and
Chief Executive Officer of The University of Texas Investment Management        
registrant ("UTIMCO") until April 24, 2001. Mr. Ricks is indemnified by UTIMCO  
against certain liabilities that he may incur as a result of his serving as a   
director of the registrant while he was employed by UTIMCO.                     

    The sales agency agreement that the registrant may enter into with respect
to the offer and sale of securities covered by this registration statement will 
contain certain provisions for the indemnification of directors and officers of 
the registrant and the sales agent, as applicable, against civil liabilities    
under the Securities Act.                                                       

ITEM 16.  EXHIBITS.                                                             

The following documents are filed as exhibits to this registration    
statement, including those exhibits incorporated herein by reference to a prior 
filing of the registrant under the Securities Act or the Exchange Act as        
indicated in parentheses:                                                       

                                                                [Download Table]

    EXHIBIT NO.                             EXHIBIT                            
    -----------                             -------                            
                                                                               
       ++1.1 --  Form of Sales Agency Agreement between the registrant and     
                 UBS Warburg LLC.                                              
         4.1 --  Second Restated Certificate of Incorporation of the registrant
                 (incorporated by reference to Exhibit 3.1 to the registrant's 
                 Registration Statement on Form S-1 (Registration              
                 No. 33-69540)).                                               
       4.1.1 --  Certificate of Amendment to Second Restated Certificate of    
                 Incorporation of the registrant dated May 15, 1997            
                 (incorporated by reference to Exhibit 3.1.1 to the            
                 registrant's Registration Statement on Form S-3 (Registration 
                 No. 333-32582)).                                              
       4.1.2 --  Certificate of Designation of Series A Junior Participating   
                 Preferred Stock setting forth the terms of the Junior         
                 Participating Preferred Stock (incorporated by reference to   
                 Exhibit 3.5 to the registrant's Annual Report on Form 10-K for
                 the year ended December 31, 1998).                            
         4.2 --  Restated Bylaws of the registrant as amended by Amendment     
                 No. 1 thereto adopted January 1, 2000 (incorporated by        
                 reference to Exhibit 3.3 to the registrant's Annual Report on 
                 Form 10-K for the year ended December 31, 1999).              
         4.3 --  Rights Agreement, dated as of February 12, 1999, between the  
                 registrant and ChaseMellon Shareholder Services, L.L.C., as   
                 rights agent (incorporated by reference to Exhibit 1 to the   
                 registrant's Registration Statement on Form 8-A dated February
                 17, 1999).                                                    
        *5.1 --  Opinion of Vinson & Elkins L.L.P.                             
       +23.1 --  Consent of PricewaterhouseCoopers LLP.                        
        23.2 --  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).  
       *24.1 --  Powers of Attorney.                                           
----------------                                                               

*   Previously filed.                                                 
+   Filed herewith.                                                   
++  To be filed by amendment.                                         

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ITEM 17.  UNDERTAKINGS.                                                         

(a) The registrant hereby undertakes:               

           (1) To file, during any period in which offers or sales
 are being made, a post-effective amendment to this registration
statement:                                                    

                       (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;     

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                (or the most recent post-effective amendment thereof) which,
             individually or in the aggregate, represent a fundamental
           change in the information set forth in the registration
             statement; notwithstanding the foregoing, any increase or
              decrease in the volume of securities offered (if the total
                  dollar value of securities offered would not exceed that which
                 was registered) and any deviation from the low or high end of
                the estimated maximum offering range may be reflected in the
                 form of prospectus filed with the Commission pursuant to Rule
                424(b) if, in the aggregate, the changes in volume and price
                represent no more than a 20% change in the maximum aggregate
                offering price set forth in the "Calculation of Registration
           Fee" table in the effective registration statement; and

                    (iii) To include any material information with
                respect to the plan of distribution not previously disclosed
                in the registration statement or any material change to such
information in the registration statement;  

       provided, however, that the undertakings set forth in clauses (i) and
         (ii) above do not apply if the information required to be included in a
    post-effective amendment by those clauses is contained in periodic
reports filed with or furnished to the Securities and Exchange
         Commission by the registrant pursuant to Section 13 or Section 15(d) of
        the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.                                

                (2) That, for the purpose of determining any liability under
         the Securities Act of 1933, each such post-effective amendment shall be
      deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.       

                (3) To remove from registration by means of a post-effective
         amendment any of the securities being registered which remain unsold at
the termination of the offering.                              

(b) The registrant hereby undertakes that:          

           (1) for purposes of determining any liability under the
  Securities Act of 1933, the information omitted from the form of
       prospectus filed as part of a registration statement in reliance upon
         Rule 430A and contained in a form of prospectus filed by the registrant
         pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of
      1933 shall be deemed to be part of this registration statement as of
the time it was declared effective; and                       

              (2) for the purpose of determining any liability under the
       Securities Act of 1933, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new                

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        registration statement relating to the securities offered therein, and
        the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.                           

      (c) The registrant hereby undertakes that, for purposes of
    determining any liability under the Securities Act of 1933, each filing of
   the registrant's annual report pursuant to Section 13(a) or Section 15(d)
    of the Securities Exchange Act of 1934 (and, where applicable, each filing
  of an employee benefit plan's annual report pursuant to Section 15(d) of
   the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement shall be deemed to be a new registration   
   statement relating to the securities offered therein, and the offering of
  such securities at that time shall be deemed to be the initial bona fide
offering thereof.                                                     

            (d) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
    persons of the registrant pursuant to the provisions set forth in Item 15,
  or otherwise, the registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
     (other than the payment by the registrant of expenses incurred or paid by a
     director, officer or controlling person of the registrant in the successful
  defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being 
   registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
     appropriate jurisdiction the question whether such indemnification by it is
   against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.                                     

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SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-3 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 March 18, 2002.          

                                NEWFIELD EXPLORATION COMPANY

                                By:       /s/ DAVID A. TRICE
                                             -----------------------------------
                                              David A. Trice
                                           President and Chief Executive Officer

 Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in   
the capacities indicated on the 18th day of March, 2002.                        

                                                                [Download Table]

             SIGNATURE                               TITLE                     
             ---------                               -----                     

                                                                               
         /s/ DAVID A. TRICE          President and Chief Executive Officer     
------------------------------------ (Principal Executive Officer)             
             David A. Trice                                                    

        /s/ TERRY W. RATHERT         Vice President and Chief Financial Officer
------------------------------------ (Principal Financial Officer)             
            Terry W. Rathert                                                   

       /s/ BRIAN L. RICKMERS         Controller                                
------------------------------------ (Principal Accounting Officer)            
           Brian L. Rickmers                                                   

                 *                   Director                                  
------------------------------------                                           
           Joe B. Foster                                                       

                 *                   Director                                  
------------------------------------                                           
       Phillip J. Burguieres                                                   

                                     Director                                  
------------------------------------                                           
          Claire S. Farley                                                     

                                     Director                                  
------------------------------------                                           
         Raymond A. Foutch                                                     

                 *                   Director                                  
------------------------------------                                           
       Charles W. Duncan, Jr.                                                  

                 *                   Director                                  
------------------------------------                                           
        Dennis R. Hendrix                                                      

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                       *                          Director
-------------------------------------------------         
                Terry Huffington                          

                       *                          Director
-------------------------------------------------         
                Howard H. Newman                          

                       *                          Director
-------------------------------------------------         
                Thomas G. Ricks                           

                       *                          Director
-------------------------------------------------         
                  C.E. Shultz                             

* By:        /s/ TERRY W. RATHERT                         
    ---------------------------------------------         
                 Terry W. Rathert,                        
                as attorney-in-fact                       

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 INDEX TO EXHIBITS

                                                                [Download Table]


     EXHIBIT NO.                         EXHIBIT                               
     -----------                         -------                               
                                                                               
       ++1.1 --  Form of Sales Agency Agreement between the registrant and     
                 UBS Warburg LLC.                                              
         4.1 --  Second Restated Certificate of Incorporation of the registrant
                 (incorporated by reference to Exhibit 3.1 to the registrant's 
                 Registration Statement on Form S-1 (Registration              
                 No. 33-69540)).                                               
       4.1.1 --  Certificate of Amendment to Second Restated Certificate of    
                 Incorporation of the registrant dated May 15, 1997            
                 (incorporated by reference to Exhibit 3.1.1 to the            
                 registrant's Registration Statement on Form S-3               
                 (Registration No. 333-32582)).                                
       4.1.2 --  Certificate of Designation of Series A Junior Participating   
                 Preferred Stock setting forth the terms of the Junior         
                 Participating Preferred Stock (incorporated by reference to   
                 Exhibit 3.5 to the registrant's Annual Report on Form 10-K for
                 the year ended December 31, 1998).                            
         4.2 --  Restated Bylaws of the registrant as amended by Amendment     
                 No. 1 thereto adopted January 1, 2000 (incorporated by        
                 reference to Exhibit 3.3 to the registrant's Annual Report on 
                 Form 10-K for the year ended December 31, 1999).              
         4.3 --  Rights Agreement, dated as of February 12, 1999, between the  
                 registrant and ChaseMellon Shareholder Services, L.L.C., as   
                 rights agent (incorporated by reference to Exhibit 1 to the   
                 registrant's Registration Statement on Form 8-A dated February
                 17, 1999).                                                    
        *5.1 --  Opinion of Vinson & Elkins L.L.P.                             
       +23.1 --  Consent of PricewaterhouseCoopers LLP.                        
        23.2 --  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).  
       *24.1 --  Powers of Attorney.                                           
----------------                                                               
     *   Previously filed.                                                     
     +   Filed herewith.                                                       
     ++  To be filed by amendment.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘POS AM’ Filing	Date	First	Last	Other Filings

	2/22/09	13
Filed on:	3/18/02	1	20
	3/15/02	3		10-K, DEF 14A
	3/14/02	4		8-K
	3/5/02	10
	2/8/02	4		8-K
	12/31/01	4	15	10-K, 11-K
	4/24/01	17
	1/1/01	6
	1/1/00	17	22
	12/31/99	17	22	10-K405
	2/18/99	4		8-A12B, 8-K
	2/17/99	17	22
	2/12/99	17	22	8-K, SC 13G/A
	12/31/98	17	22	10-K405
	5/15/97	17	22	8-K
	11/4/93	4
				List all Filings

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Filing Submission 0000950129-02-001339 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Newfield Exploration Co/DE – ‘POS AM’ on 3/18/02

On: Monday, 3/18/02 · Accession #: 950129-2-1339 · File #: 333-81583

Post-Effective AmendmentFiling Table of Contents

POS AM — Newfield Exploration Company – P.E Amend. #1Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment
Filing Table of Contents

POS AM — Newfield Exploration Company – P.E Amend. #1
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