EXHIBIT 10.9
                                 Amendment No. 4
                                       to

                        PIONEER NATURAL RESOURCES COMPANY

                          EMPLOYEE STOCK PURCHASE PLAN

     AMENDMENT NO. 4 (this  "Amendment") to that certain Employee Stock Purchase
Plan (the "Plan") of Pioneer Natural Resources Company (the "Company")  executed
August 7, 1997.

                                    RECITALS

     WHEREAS, the Company has adopted the Plan; and

     WHEREAS,  the  Board  of  Directors  of the  Company,  acting  through  the
Compensation  Committee  of  the  Board  of  Directors  of  the  Company  (which
administers the Plan), has authorized the amendment to subparagraph  7(a) of the
Plan as set forth below;

     NOW, THEREFORE, the Plan is hereby amended as follows:

         1.  Amendment of subparagraph 7(a).  Subparagraph  7(a) of  the Plan is
hereby amended in its entirety to read as follows:

             "(a) General Statement. Each Eligible Employee who is a participant
     in the Plan, automatically and without any act on his part, shall be deemed
     to have  exercised his  option on  each date of exercise to the extent that
     the cash balance  then in  his  account under  the Plan  is  sufficient  to
     purchase at  the  "option price"  (as defined  in  subparagraph 7(b)) whole
     shares of Stock. Any balance remaining  in his account after payment of the
     purchase price of those whole shares may, at the discretion of the Company,
     either be  refunded  to him  as soon  as  practicable  after  each  date of
     exercise, or carried forward and  used towards the purchase of whole shares
     in the next following option period.

         2.  Confirmation of the Plan.  Except as to the extent modified by this
Amendment, the Plan is hereby ratified and confirmed in all respects.


     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by
its duly authorized officer as of this 19th day of February 2003.


                             PIONEER NATURAL RESOURCES COMPANY


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