Item 1.01 Entry Into a Material Definitive Agreement.

On September 10, 2012, EOG Resources, Inc. (EOG) closed its sale of $1.25 billion aggregate principal amount of its 2.625% Senior Notes due 2023 (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, NA, as trustee, and an officers' certificate, dated September 10, 2012, 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. 333-163947) filed with the United States Securities and Exchange Commission on December 22, 2009.

The Indenture, the officers' certificate and the form of global note for the Notes are filed as Exhibits 4.1, 4.2 and 4.3 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, NA, 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 2.625% Senior Notes due 2023, dated September 10, 2012.

*4.3 Form of Global Note with respect to the 2.625% Senior Notes due 2023 of
EOG.

* Exhibit filed herewith

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