Exhibit 10.16

                          SECOND AMENDED AND RESTATED
                  1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
                                      of
                          CABOT OIL & GAS CORPORATION

     1.   Purpose of the Plan. This Nonemployee Director Stock Option Plan (the
"Plan") is intended as an incentive to retain and attract persons of training,
experience and ability to serve as independent directors on the Board of
Directors of Cabot Oil & Corporation, a Delaware corporation (the "Company"), to
encourage the sense of proprietorship of such persons and to stimulate the
active interest of such persons in the development and financial success of the
Company. It is further intended that the options granted pursuant to this Plan
(the "Options") will be nonqualified options within the meaning of Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code").

     2.   Stockholder Approval. All Options granted pursuant to this Plan are
subject to, and may not be exercised before, the approval of this Plan by the
affirmative vote of the holders of a majority of the outstanding shares of the
Class A Common Stock, par value $.10 per share (the "Common Stock"), of the
Company that are present, or represented, and entitled to vote at a meeting of
the Company's stockholders.

     3.   Designation of Participants; Automatic Grant of Options. Each director
of the Company who is not an employee of the Company or any Subsidiary (as
hereinafter defined) of the Company (any such director being hereinafter
referred to as a "Nonemployee Director") shall be granted Options as described
hereunder. Each individual who becomes a Nonemployee Director after the
Effective Date shall automatically be granted Options to purchase 10,000 shares
of Common Stock (subject to adjustment as provided in Paragraph 10) on the date
such person first becomes a Nonemployee Director. Furthermore, at each annual
meeting of stockholders (other than when the director's status as such
terminates at such meeting), each Nonemployee Director shall automatically be
granted Options to purchase an additional 5,000 shares of Common Stock (subject
to adjustment as provided in Paragraph 10) on such date. Notwithstanding the
foregoing, in the case of any grant of Options made on a date subsequent to the
Effective Date, such grant shall only be made if the number of shares subject to
future grant under this Plan is sufficient to make all automatic grants required
to be made pursuant to this Plan on such date of grant. As used herein, the term
"Subsidiary" of the Company shall mean any corporation of which the Company
directly or indirectly owns shares representing more than 50% of the voting
power of all classes or series of capital stock of such corporation which have
the right to vote generally on matters submitted to a vote of the stockholders
of such corporation.

     4.   Option Agreement. Each Option granted hereunder shall be embodied in a
written option agreement ("Option Agreement"), which shall be subject to the
terms and conditions set forth herein and shall be signed by the Optionee and by
the Chief Executive Officer, the Chief Operating Officer, or any Vice President
of the Company for and on behalf of the Company.

     5.   Common Stock Reserved for the Plan. Subject to adjustment as provided
in Paragraph 10 hereof, a total of 500,000 shares of Common Stock shall be
reserved for issuance upon the exercise of Options granted pursuant to this
Plan. The shares subject to the Plan shall consist of unissued shares or
previously issued shares reacquired and held by the Company, or any parent or
subsidiary of the Company, in its treasury. The Board of Directors and the
appropriate officers of the Company shall from time to time take whatever
actions are necessary to execute, acknowledge, file and deliver any documents
required to be filed with or delivered to any governmental authority or any
stock exchange or transaction reporting system on which shares of Common Stock
are listed or quoted in order to make shares of Common Stock available for
issuance to an Optionee (as hereinafter defined) pursuant to this Plan. Common
Stock subject to Options that are forfeited or terminated or expire unexercised
in such a manner that all or some of the shares subject thereto are not issued
to an Optionee shall immediately become available for the granting of Options.
As used herein, the term "Optionee" shall mean any Nonemployee Director to whom
Options are granted hereunder.

     6.   Option Price.

     (a)  The purchase price of each share of Common Stock that is subject to an
Option granted pursuant to this Plan shall be 100% of the Fair Market Value of
such share of Common Stock on the date the Option is granted.

     (b)  The Fair Market Value of a share of Common Stock on a particular date
shall be deemed to be (i) if the shares of Common Stock are listed on a national
securities exchange, the average between the highest and lowest sales price per
share of Common Stock on the consolidated transaction system reporting system
for such national securities exchange on that date, or, if there shall have been
no such sale so reported on that date, on the last preceding date on which such
a sale was so reported, or, at the discretion of the Board of Directors, the
price prevailing on the exchange at the time


of the relevant event on such date; (ii) if the shares of Common Stock are not
so listed but are quoted in the NASDAQ National Market System, the average
between the highest and lowest sales price per share of Common Stock on the
NASDAQ National Market System on that date, or, if there shall have been no such
sale so reported on that date, on the last preceding date on which such a sale
was so reported or, at the discretion of the Board of Directors, the price
prevailing on the NASDAQ National Market at the time of the relevant event on
such date or (iii) if the Common Stock is not so listed or quoted, the average
between the closing bid and asked price on that date, or, if there are no
quotations available for such date, on the last preceding date on which such
quotations shall be available, as reported by NASDAQ, or, if not reported by
NASDAQ, by the National Quotation Bureau, Inc.

     7.   Option Period. Each Option granted pursuant to this Plan shall
terminate and be of no force and effect with respect to any shares of Common
Stock not purchased by the Optionee upon the earliest to occur of the following:
(a) the expiration of five years following the date upon which the Option is
granted; (b) the expiration of one year following the date upon which the
Optionee ceases to be a Nonemployee Director by reason of death, disability or
mandatory retirement; or (c) the expiration of three months following the date
on which the Optionee ceases to be a Nonemployee Director for any reason other
than death, disability or mandatory retirement.

     8.   Exercise of Options.

     (a)  Options granted pursuant to this Plan shall be exercisable, on a
cumulative basis, as follows: (i) with respect to 33 1/3% of the total number of
shares of Common Stock initially subject to any Option, such Option shall be
exercisable on the first anniversary of the date of grant; and (ii) with respect
to the remaining shares of Common Stock subject to any Option, such Option shall
be exercisable with respect to an additional 33 1/3% of the total number of
shares initially subject thereto as of the second and third anniversaries of the
date of the grant.

     (b)  An Option may be exercised solely by the Optionee during his lifetime
or after his death by the person or persons entitled thereto under his will or
the laws of descent and distribution.

     (c)  In the event that an Optionee ceases to serve as a Nonemployee
Director for any reason other than death, disability or mandatory retirement, an
Option granted to such Optionee may be exercised only to the extent such Option
was exercisable at the time he ceased to serve in such capacity.

     (d)  In the event that an Optionee ceases to serve as a Nonemployee
Director by reason of death, disability or mandatory retirement, at a time when
an Option granted hereunder is still in force and unexpired under the terms of
Paragraph 7 hereof, each such unmatured Option shall be accelerated. Such
acceleration shall be effective as of the date of death, disability or
retirement, as appropriate, and each Option so accelerated shall be exercisable
in full for so long as it is still in force and unexpired under the terms of
Paragraph 7 hereof.

     (e)  The purchase price of the shares as to which an Option is exercised
shall be paid in full at the time of the exercise. Such purchase price shall be
payable in cash or by means of tendering theretofore owned Common Stock which
has been held by the Optionee for more than six months, valued at Fair Market
Value on the date of exercise, or any combination thereof. An Optionee may also
exercise an Option by use of the proceeds to be received from the sale of Common
Stock issuable pursuant to the Option. No holder of an Option shall be, or have
any of the rights or privileges of, a stockholder of the Company in respect of
any shares subject to any Option unless and until certificates evidencing such
shares shall have been issued by the Company to such holder.

     9.   Assignability. Unless otherwise determined by the Board of Directors
and provided in the Option Agreement, no Option shall be assignable or otherwise
transferable except by will or the laws of descent and distribution or pursuant
to a qualified domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder. Any attempted
assignment of an Option in violation of this Paragraph 9 shall be null and void.

     10.  Adjustments.

     (a)  The existence of outstanding Options shall not affect in any manner
the right or power of the Company or its stockholders to make or authorize any
or all adjustments, recapitalizations, reorganizations or other changes in the
capital stock of the Company or its business or any merger or consolidation of
the Company, or any issue of bonds, debentures, preferred or prior preference
stock (whether or not such issue is prior to, on a parity with or junior to the
Common Stock) or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or

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business, or any other corporate act or proceeding of any kind, whether or not
of a character similar to that of the acts or proceedings enumerated above.

     (b)  In the event of any subdivision or consolidation of outstanding shares
of Common Stock or declaration of a dividend payable in shares of Common Stock
or capital reorganization or reclassification or other transaction involving an
increase or reduction in the number of outstanding shares of Common Stock, the
Board of Directors may adjust proportionally (i) the number of shares of Common
Stock reserved under these Options; and (ii) the exercise price of such Options.
In. the event of any consolidation or merger of the Company with another
corporation or entity or the adoption by the Company of a plan of exchange
affecting the Common Stock or any distribution to holders of Common Stock of
securities or property (other than normal cash dividends or dividends payable in
Common Stock), the Board of Directors shall make such adjustments or other
provisions as it may deem equitable, including adjustments to avoid fractional
shares, to give proper effect to such event. In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Board of Directors shall be authorized to issue or assume stock
options, regardless of whether in a transaction to which Section 424(a) of the
Code applies, by means of substitution of new options for previously issued
options or an assumption of previously issued options, or to make provision for
the acceleration of the exercisability of, or lapse of restrictions with respect
to, the termination of unexercised options in connection with such transaction.

     (c)  An Option shall become fully exercisable upon a Change in Control (as
hereinafter defined) of the Company. For purposes of this Plan, a "Change of
Control" shall be conclusively deemed to have occurred if (and only if) any of
the following events shall have occurred: (a) there shall have occurred an event
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or in response to any similar item on any similar schedule or form)
promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), whether or not the Company is then subject to such reporting requirement;
(b) any "person" (as such term is used in Sections 13(d) and 14(d) of the
Exchange Act) shall have become the "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company
representing 20% or more of the combined voting power of the Company's then
outstanding voting securities without prior approval of at least two-thirds of
the members of the Board of Directors in office immediately prior to such
person's attaining such percentage interest; (c) the Company is a party to a
merger, consolidation, sale of assets or other reorganization, or a proxy
contest, as a consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a majority
of the Board of Directors thereafter or (d) during. any period of two
consecutive years, individuals who at the beginning of such period constituted
the Board of Directors (including for this purpose any new director whose
election or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) cease for any reason to constitute at
least a majority of the Board of Directors.

     11.  Taxes. The Company may make such provisions as it may deem appropriate
for the withholding of any taxes that it determines is required in connection
with any Options granted to any Optionee hereunder.

     12.  Amendments or Termination. The Board of Directors of the Company may
amend, alter or discontinue this Plan, except that (a) no amendment or
alteration that would impair the rights of any Optionee under any Option that he
has been granted shall be made without his consent and (b) no amendment or
alteration shall be effective prior to approval by the Company's stockholders to
the extent such approval is then required.

     13.  Government Regulations. This Plan, and the granting and exercise of
Options hereunder, and the obligation of the Company to sell and deliver shares
of Common Stock under such Options, shall be subject to all applicable laws,
rules and regulations, and to such approvals on the part of any governmental
agencies or national securities exchanges or transaction reporting systems as
may be required.

     14.  Governing Law. This Plan and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by mandatory provisions of
the Code or the securities laws of the United States, shall be governed by and
construed in accordance with the laws of the State of Delaware.

     15.  Effective Date of Plan. This amended and restated Plan shall be
effective as of the date (the "Effective Date") it is approved by the Board of
Directors of the Company. Notwithstanding the foregoing, the adoption of this
amended and restated Plan is expressly conditioned upon the approval by the
holders of a majority of shares of Common Stock present, or represented, and
entitled to vote at a meeting of the Company's stockholders held on or before
__________________, 2001. If the stockholders of the Company should fail so to
approve this amended and restated Plan prior to such date, this amended and
restated Plan shall revert to the provisions of the prior plan and all grants of
options hereunder in excess of The Plan's limitations shall be null and void.

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     16.  Miscellaneous. The granting of any Option shall not impose upon the
Company, the Board of Directors of the Company or any other directors of the
Company any obligation to nominate any Optionee for election as a director and
the right of the stockholders of the Company to remove any person as a director
of the Company shall not be diminished or affected by reason of the fact that an
Option has been granted to such person.

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