1
                                                                 EXHIBIT 10.7(b)

                   1995 STOCK OPTION AND RETENTION STOCK PLAN
                                       OF
                       UNION PACIFIC RESOURCES GROUP INC.
                       (AMENDED AND RESTATED JUNE 1, 1997)

                                SECOND AMENDMENT


The following represents the SECOND AMENDMENT to the above-referenced Plan, such
amendment having been duly adopted by the Board at its January 21, 1999 meeting.

         1. Section 6(h) of the Plan is amended by inserting the parenthetical
phrase "(unless the Committee shall otherwise determine)" in place of the
parenthetical phrase "(unless the Committee shall provide for shorter periods at
the time the option is granted)".

         2. Section 9(a) of the Plan is amended by deleting, in the second
sentence thereof, the comma after the reference to Section 9(c) and by
inserting, immediately following such deleted comma, the words "or unless the
Committee shall determine otherwise,".

         3. Section 15 of the Plan is amended by adding new subsection (d) as
follows:

         With respect to any amendment to the Plan which becomes effective on or
         after January 21, 1999, if the Company, at any time, desires to engage
         in a transaction which is intended to be accounted for as a pooling of
         interests under Accounting Principles Board Opinion No. 16 (or any
         successor thereto), and if the existence and/or operation of any such
         amendment would violate Paragraph 47(c) thereof (or any successor
         thereto), then any such amendment shall (in whole or in part to the
         minimum extent necessary to avoid a violation) be deemed null and void
         ab initio and/or the operation of such amendment shall (in whole or in
         part to the minimum extent necessary to avoid a violation) be deemed to
         have no force or effect under law; provided, however, that this
         subsection (d) shall apply only if the transaction is otherwise
         eligible to be accounted for as a pooling of interests.

         4. Section 15 of the Plan is further amended by replacing, in
subsection (c), the word "Appreciate" with the word "Appreciation", thus
correcting a typographical error.



   2



         5. The foregoing amendments are effective January 21, 1999.

         6. Except as amended herein, all other terms and provisions shall
remain in full force and effect.