EXHIBIT 10.2

                               SECOND AMENDMENT TO
                          NEWFIELD EXPLORATION COMPANY
                             1998 OMNIBUS STOCK PLAN
                           (AS AMENDED ON MAY 7, 1998)

         WHEREAS, NEWFIELD EXPLORATION COMPANY (the "Company") has heretofore
adopted the NEWFIELD EXPLORATION COMPANY 1998 OMNIBUS STOCK PLAN (AS AMENDED ON
MAY 7, 1998) (the "Plan") for the benefit of certain employees of the Company;
and

         WHEREAS, the Company desires to amend the Plan;

         NOW, THEREFORE, the Plan shall be amended as follows, effective as of
July 28, 2003:

         1.       Subparagraph II(f) of the Plan shall be deleted and the
following shall be substituted therefor:

                  "(f)     "COMMITTEE" means the Compensation Committee of the
         Board."

         2.       The following new Subparagraph (d) shall be added to Paragraph
IV of the Plan:

                  "(d)     DELEGATION OF AUTHORITY BY THE COMMITTEE.
         Notwithstanding the preceding provisions of this Paragraph IV or any
         other provision of the Plan to the contrary, the Committee may from
         time to time, in its sole discretion, delegate all or a portion of its
         powers, duties and responsibilities under the Plan to a subcommittee of
         the Committee. In particular, the Committee may delegate the
         administration (or interpretation of any provision) of the Plan, and
         the right to grant Awards under the Plan, to a subcommittee consisting
         solely of two or more members of the Committee who are outside
         directors (within the meaning of the term "outside directors" as used
         in section 162(m) of the Code and applicable interpretive authority
         thereunder and within the meaning of "Non-Employee Director" as defined
         in Rule 16b-3). The Committee may put any conditions and restrictions
         on the powers that may be exercised by such subcommittee upon such
         delegation as the Committee determines in its sole discretion, and the
         Committee may revoke such delegation at any time."

         3.       As amended hereby, the Plan is specifically ratified and
reaffirmed.