EXHIBIT 10.7

                                 AMENDMENT NO. 6
                                     TO THE
                        PIONEER NATURAL RESOURCES COMPANY
                            LONG-TERM INCENTIVE PLAN

     AMENDMENT NO. 6 (this "Amendment") to that certain Long-Term Incentive Plan
(the "Plan") of Pioneer Natural  Resources  Company (the "Company") is effective
as of December 17, 2004.

                                    RECITALS

     WHEREAS, the Company has adopted the Plan; and

     WHEREAS, the Board of Directors of the Company has approved an amendment to
the Plan, which amendment is memorialized below in this Amendment.

     NOW THEREFORE, the Plan is hereby amended as follows:

     1. Section 1.32 of the Plan is replaced in its entirety to read as follows:

           1.32 "Performance Period" means a period established by the Committee
        for which  Performance Units  are granted  and over which performance is
        measured,   for  the   purpose  of  determining  the  payment  value  of
        Performance Units. A Performance Period shall not exceed ten years.

     2. Section 1.33 of the Plan is replaced in its entirety to read as follows:

           1.33 "Performance Unit"  means a unit representing a contingent right
        to receive a specified amount of cash or shares of Stock at the end of a
        Performance Period. A Performance  Unit the value of which is determined
        by reference to  Common Stock may be referred  to as a  Restricted Stock
        Unit in any applicable Award Agreement.

     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer to be effective as of December 17, 2004.

                                        PIONEER NATURAL RESOURCES COMPANY



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