Exhibit 10.19


                          CABOT OIL & GAS CORPORATION
                          DEFERRED COMPENSATION PLAN

                    (As Established Effective June 1, 1998)


                                First Amendment
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          Cabot Oil & Gas Corporation, a Delaware corporation (the "Company"),
having established the Cabot Oil & Gas Corporation Deferred Compensation Plan,
effective June 1, 1998, (the "Plan"), and having reserved the right under
Section VIII.4 thereof to amend the Plan, does hereby amend the Plan, effective
as herein provided, as follows:

          1. Section 1.2(z) of the Plan is hereby amended, effective July 1,
2001 by replacing 4% with 6% in the first sentence thereof.

          2. Section 1.2(bb) is hereby amended in its entirety, effective
September 1, 2001, to read as follows:

          "'Payment Date' shall mean the time as soon as practicable after (1)
          the last day of the month in which the Participant's employment
          terminates for any reason or (2) the Future Date Withdrawal, if
          sooner."

          3. The first sentence of Section IV.3 of the Plan is hereby amended in
its entirety, effective February 1, 2000, to read as follows:

          "The Company has created a Trust with Harris Trust & Savings Bank with
          such banking corporation to act as Trustee."

          4. Section V1.2, effective September 1, 2001, is hereby amended by
adding a subsection (e) thereto to read as follows:

          "(e)  Early Withdrawal While in Pay Status:  In the case of a
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          Participant who has terminated employment with the Company due to
          Disability or Retirement and has elected distribution of his or her
          benefit in installments, such Participant shall be permitted to


          elect an early distribution of the balance (the "Distributable
          Balance") of his or her Distributable Amount in a lump sum subject to
          the satisfaction of one of the following restrictions:

                    (1)  Ten percent of the retired or disabled Participant's
               Distributable Balance shall be permanently forfeited and the
               Company shall have no obligation to such Participant or his or
               her beneficiary with respect to the forfeited amount; or

                    (2)  The Participant demonstrates to the satisfaction of the
               Committee that circumstances affecting the Participant have
               changed significantly and the Committee in its sole discretion
               determines that the distribution of the Distributable Balance of
               the Distributable Amount in a lump sum is appropriate and
               authorizes such a lump sum payment.

     IN WITNESS WHEREOF, the Company has caused this amendment to be executed by
its duly authorized officer this _____ day of ________________, 2001, but
effective as of the date specified herein.


                              CABOT OIL & GAS CORPORATION


                              By_____________________________________
                                 Name:_______________________________
                                 Title:______________________________