EXHIBIT 10.19

                                  AMENDMENT TO
                        PIONEER NATURAL RESOURCES COMPANY
                               SEVERANCE AGREEMENT


     This Amendment is dated and effective February 19, 2002, and is attached to
and  made a part of  that  certain  Severance  Agreement  ("Agreement")  between
Pioneer Natural Resources Company ("Parent") and Chris J. Cheatwood  ("Officer")
dated December 1, 2000.

     In  regard  to  the  provisions   relating  to  a  Change  in  Control  and
Termination, paragraph 5(e)(1)(D) is hereby amended as follows:

              "A continuation of all health insurance coverage applicable at the
     time of such  Termination of  Employment to  Officer and  his/her immediate
     family under any Benefit Plan until such Officer  reaches the age of sixty-
     five (65), or the age upon which such Officer becomes eligible for Medicare
     benefits as determined by the Social Security Administration,  whichever is
     later ("Medicare Age");

                  "(i)  For the  first  three  years of  such  continued  health
              insurance  coverage,  the premium  charged to the Officer shall be
              the  same as  that  charged  to  parent  company  officers  of the
              successor entity or  the premium  existing prior  to the Change in
              Control, whichever is less;

                  (ii) Following the first three years  of such  extended health
              insurance  coverage  and continuing  until  such  Officer  reaches
              Medicare Age,  the premium for  such coverage  charged the Officer
              shall be  the Company's,  or its  successor's,  COBRA  premium  in
              effect during such time; and

                  (iii)  Such health  insurance coverage shall  provide benefits
              at a level  at least  comparable to  those being provided prior to
              the Change in Control,  or better if better coverage is offered to
              parent company officers of the successor entity."

     Except as to the extent modified by this Amendment, the Agreement is hereby
ratified and confirmed in all respects.


                                            PIONEER NATURAL RESOURCES COMPANY



                                            By:     /s/ Mark L. Withrow
                                                 ------------------------------
                                            Name:    Mark L. Withrow
                                            Title:   Executive Vice President


                                            OFFICER


                                                /s/ Chris J. Cheatwood
                                            -----------------------------------
                                            Chris J. Cheatwood