Edgar Filing: NEWFIELD EXPLORATION CO /DE/

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-103464

PROSPECTUS SUPPLEMENT
(To Prospectus Dated April 4, 2003)

2,950,000 SHARES

NEWFIELD EXPLORATION COMPANY
COMMON STOCK

---------------

This prospectus supplement supplements the prospectus, dated April 4, 2003,
of Newfield Exploration Company relating to the sale from time to time of up to
an aggregate of 2,950,000 shares of our common stock for the account of selling
stockholders. This prospectus supplement contains additional information
regarding the selling stockholders. A selling stockholder may sell none, some or
all of the shares offered by this prospectus supplement and the accompanying
prospectus. We cannot predict when or in what amounts a selling stockholder may
sell any of the shares offered by this prospectus supplement and the
accompanying prospectus. We will not receive any of the proceeds from the sale
of shares by the selling stockholders. Our common stock is listed on the New
York Stock Exchange under the symbol "NFX." On January 6, 2004, the last
reported sales price for our common stock was $44.74 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 1
OF THE ACCOMPANYING PROSPECTUS.

---------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.

---------------

THIS PROSPECTUS SUPPLEMENT IS DATED JANUARY 7, 2004

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

About Newfield Exploration Company......................................... S-1
Selling Stockholders....................................................... S-1

PROSPECTUS

About Newfield Exploration Company......................................... 1
Risk Factors............................................................... 1
Forward-Looking Statements................................................. 8
Use of Proceeds............................................................ 8
Selling Stockholders....................................................... 9
Plan of Distribution....................................................... 10
Validity of Securities..................................................... 12
Experts.................................................................... 12
Where You Can Find More Information........................................ 12

-------------------

This document is in two parts. The first part is this prospectus
supplement, and the second part is the prospectus. If information varies between
this prospectus supplement and the accompanying prospectus, you should rely on
the information in this prospectus supplement. You should carefully read in
their entirety this prospectus supplement, the accompanying prospectus and the
other documents incorporated by reference. You should pay special attention to
"Risk Factors" beginning on page 1 of the accompanying prospectus to determine
whether an investment in shares of our common stock is appropriate for you. For
purposes of this prospectus supplement and the accompanying prospectus, unless
the context otherwise indicates, references to "us," "we," "our" or "Newfield"
are to Newfield Exploration Company and its subsidiaries. Unless otherwise
noted, capitalized terms used in this prospectus supplement have the same
meanings as used in the accompanying prospectus.

ABOUT NEWFIELD EXPLORATION COMPANY

We are an independent oil and gas company engaged in the exploration,
development and acquisition of crude oil and natural gas properties. Our company
was founded in 1989, and we acquired our first property in 1990. Our initial
focus area was the Gulf of Mexico. In the mid-1990s, we began to expand our
operations to other select areas. Our primary areas of operation now include the
U.S. onshore Gulf Coast and the Anadarko and Arkoma Basins.

Our executive offices are located at 363 N. Sam Houston Parkway E., Suite
2020, Houston, Texas 77060, and our telephone number is (281) 847-6000. We
maintain a website on the Internet at http://www.newfld.com.

SELLING STOCKHOLDERS

The maximum number of shares of our common stock that may be sold pursuant
to this prospectus supplement and the accompanying prospectus remains 2,950,000.
The shares of our common stock to which this prospectus supplement and the
accompanying prospectus relate are currently owned by Warburg, Pincus Equity
Partners, L.P. and WP EEX LLC. Warburg, Pincus Equity Partners, L.P. may from
time to time distribute the 2,787,750 shares of our common stock owned by it to
its partners, and WP EEX LLC may from time to time distribute the 162,250 shares
of our common stock owned by it to its members, who may from time to time in
turn distribute such shares to their beneficial owners. These potential
distributees are being added in this prospectus supplement as selling
stockholders of the shares of our common stock to which this prospectus
supplement and the accompanying prospectus relate.

The information in the table below is as of January 7, 2004 and is based
upon information provided by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees and other successors.

S-1

NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY OWNED PERCENTAGE OF SHARES
NAME OF SELLING STOCKHOLDER PRIOR TO OFFERING BEING OFFERED AFTER OFFERING (1) OUTSTANDING (2)
---------------------------------------------------------------------------------------------------------------------------

Warburg, Pincus Equity Partners, L.P. (3)(4) 2,787,750 2,787,750 - 5.0%

WP EEX LLC (3)(5) 162,250 162,250 - *

Warburg, Pincus Partners, LLC (4) 590,000 590,000 - 1.0%

Washington State Investment Board 236,000 236,000 - *

State Treasurer of the State of Michigan, 177,000 177,000 - *
Custodian of the Michigan Public School
Employees Retirement System, State Employees
Retirement System, Michigan State Police
Retirement System and Michigan Judges
Retirement System

General Electric Pension Trust 147,500 147,500 - *

New York State Common Retirement Fund 147,500 147,500 - *

Bell Atlantic Master Trust 118,000 118,000 - *

Teachers Retirement System of Louisiana 118,000 118,000 - *

The Chase Manhattan Bank, N.A., as Directed 118,000 118,000 - *
Trustee for the IBM Retirement Plan Trust

Boston Safe Deposit and Trust Company, as 113,237 113,237 - *
Trustee for the Lucent Technologies Inc.
Master Pension Trust

Warburg, Pincus Equity Partners Trust 95,580 95,580 - *

Stichting Pensioenfonds ABP 88,500 88,500 - *

BSWP I, LLC, by BellSouth Master Pension 73,750 73,750 - *
Trust, a member, by State Street Bank &
Trust Company, as Trustee

Procific 70,800 70,800 - *

S-2

ML - Warburg Pincus Trust 64,900 64,900 - *

Minnesota State Board of Investment 59,000 59,000 - *

MVE, Inc. 59,000 59,000 - *

Pensioenfonds PGGM 59,000 59,000 - *

Public Employees Retirement Association of 59,000 59,000 - *
Colorado

Warburg, Pincus & Co. 56,050 56,050 - *

Chrysler Corp. Retirement Trust, by GE 44,250 44,250 - *
Investment Management Incorporated, solely
as Investment Advisor

Novartis Pension Fund 44,250 44,250 - *

State Teachers Retirement System of Ohio 44,250 44,250 - *

Pine Street I Holdings LLC 36,564 36,564 - *

Leeway & Co. 34,262 34,262 - *

Sandpiper Investment Co. 32,450 32,450 - *

Bank One Investment Corporation 29,500 29,500 - *

First Colony Life Insurance Company 29,500 29,500 - *

State Street Bank & Trust Company, as 29,500 29,500 - *
Trustee for the ConAgra Master Trust

State Street Bank & Trust Company, as 29,500 29,500 - *
Trustee for the Long-Term Investment Trust
Account (AT&T)

Teachers Insurance &Annuity Association of 29,500 29,500 - *
America

Shell Pensions Trust Limited 23,600 23,600 - *

National Union Fire Insurance Company of 22,435 22,435 - *
Pittsburgh, PA

S-3

Atlantic Equity Corporation 19,175 19,175 - *

Americas Select Private Equity Partners LLC 17,700 17,700 - *

Boston Safe Deposit and Trust Company, as 17,700 17,700 - *
Trustee for the Employees Retirement Income
Plan Trust of Minnesota Mining and
Manufacturing Company

Illinois State Board of Investment 17,700 17,700 - *

JP Morgan Chase, as Directed Trustee of the 17,700 17,700 - *
Delta Master Trust

PNC Venture Corp. 17,700 17,700 - *

State Street Bank & Trust Company, as 17,700 17,700 - *
Trustee for the Textron Inc. Master Trust

The Norinchukin Bank 17,700 17,700 - *

The Northern Trust Company, as Trustee of 17,700 17,700 - *
the Bristol-Myers Squibb Company Defined
Benefit Master Trust

77 additional selling stockholders 498,845 498,845 - *
aggregating less than 1% of total
outstanding common stock

-------------
(1) The beneficial ownership in this column assumes that each selling
stockholder sells all of the shares being offered pursuant to this
prospectus supplement and the accompanying prospectus that are beneficially
owned by such selling stockholder and that prior to the sale of such shares
such selling stockholder does not acquire additional shares or dispose of
shares beneficially owned by such stockholder that are not being offered
pursuant to this prospectus supplement and the accompanying prospectus. A
selling stockholder may sell none, some or all of the shares, including the
shares being offered pursuant to this prospectus supplement and the
accompanying prospectus, beneficially owned by such selling stockholder or
acquire additional shares. We cannot predict when or in what amounts a
selling stockholder may sell any of the shares being offered pursuant to
this prospectus supplement and the accompanying prospectus or any other
shares beneficially owned by such selling stockholder or acquire additional
shares.

(2) The asterisk indicates ownership of less than 1% of the outstanding shares
of our common stock.

S-4

distribute such shares to their beneficial owners. Such partners and
beneficial owners are identified in this prospectus supplement. In no event
will the maximum number of shares being offered pursuant to this prospectus
supplement and the accompanying prospectus by the partners of Warburg L.P.
as a group or the members of WP EEX LLC and their beneficial owners as a
group exceed 2,787,750 or 162,250 shares, respectively.

(4) The sole general partner of Warburg L.P. is Warburg, Pincus & Co., a New
York general partnership ("WP & Co."). Warburg Pincus LLC (formerly known
as E.M. Warburg, Pincus & Co., LLC), a New York limited liability company
("WP LLC"), manages Warburg L.P. Howard H. Newman, a director of our
company, is a general partner of WP & Co. and a Vice Chairman, Managing
Director and member of WP LLC. Mr. Newman individually holds 84,796 shares
of our common stock. In addition, WP & Co. is also the sole general partner
of Warburg, Pincus Ventures, L.P., a Delaware limited partnership ("WPV").
WPV, which is also managed by WP LLC, holds 928 shares of our common stock.

(5) Mr. Newman is a member of the management committee of WP EEX LLC.

All expenses of registration of the shares being offered pursuant to this
prospectus supplement and the accompanying prospectus are being borne by
Newfield, but all selling and other expenses incurred by the selling
stockholders will be borne by the selling stockholders.

S-5

PROSPECTUS

2,950,000 SHARES

NEWFIELD EXPLORATION COMPANY
COMMON STOCK

----------

This prospectus relates to the offer and sale from time to time of up to an
aggregate of 2,950,000 shares of our common stock for the account of the
stockholders named in this prospectus. A selling stockholder may sell none, some
or all of the shares offered by this prospectus. We cannot predict when or in
what amounts a selling stockholder may sell any of the shares offered by this
prospectus. We will not receive any of the proceeds from the sale of shares by
the selling stockholders. Our common stock is listed on the New York Stock
Exchange under the symbol "NFX." On April 3, 2003, the last reported sales
price for our common stock was $33.00 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE 1.

----------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.

----------

THIS PROSPECTUS IS DATED APRIL 4, 2003

TABLE OF CONTENTS

About Newfield Exploration Company ........................................ 1
Risk Factors .............................................................. 1
Forward-Looking Statements ................................................ 8
Use of Proceeds ........................................................... 8
Selling Stockholders ...................................................... 9
Plan of Distribution ...................................................... 10
Validity of Securities .................................................... 12
Experts ................................................................... 12
Where You Can Find More Information ....................................... 12

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ABOUT NEWFIELD EXPLORATION COMPANY

RISK FACTORS

Your investment in our securities will involve risks. You should carefully
consider, in addition to the other information contained in, or incorporated by
reference into, this prospectus and any accompanying prospectus supplement, the
risks described below before deciding whether an investment in our common stock
is appropriate for you.

RISKS ASSOCIATED WITH OUR OPERATIONS

OIL AND GAS PRICES FLUCTUATE WIDELY, AND LOW PRICES FOR AN EXTENDED PERIOD
OF TIME ARE LIKELY TO HAVE A MATERIAL ADVERSE IMPACT ON OUR BUSINESS. Our
revenues, profitability and future growth depend substantially on prevailing
prices for oil and gas. These prices also affect the amount of cash flow
available for capital expenditures and our ability to borrow and raise
additional capital. The amount we can borrow under our credit facility is
subject to periodic redeterminations based in part on changing expectations of
future prices. Lower prices may also reduce the amount of oil and gas that we
can economically produce.

Among the factors that can cause fluctuations are:

o the domestic and foreign supply of oil and natural gas;

o the price and availability of alternative fuels;

o weather conditions;

o the level of consumer demand;

o the price of foreign imports;

o world-wide economic conditions;

o political conditions in oil and gas producing regions; and

o domestic and foreign governmental regulations.

OUR USE OF OIL AND GAS PRICE HEDGING CONTRACTS INVOLVES CREDIT RISK AND MAY
LIMIT FUTURE REVENUES FROM PRICE INCREASES AND RESULT IN SIGNIFICANT
FLUCTUATIONS IN OUR NET INCOME. We use hedging transactions with respect to a
portion of our oil and gas production to achieve more predictable cash flow and
to reduce our exposure to price fluctuations. While the use of hedging
transactions limits the downside risk of price declines, their use may also
limit future revenues from price increases. Hedging transactions also involve
the risk that the counterparty may be unable to satisfy its obligations.

OUR FUTURE SUCCESS DEPENDS ON OUR ABILITY TO FIND, DEVELOP AND ACQUIRE OIL
AND GAS RESERVES. As is generally the case, our producing properties in the Gulf
of Mexico and the onshore Gulf Coast often have high initial production rates,
followed by steep declines. To maintain production levels, we must locate and
develop or acquire new oil and gas reserves to replace those depleted by
production. Without successful exploration or acquisition activities, our
reserves, production and revenues will decline rapidly. We may be unable to find
and develop or acquire additional reserves at an acceptable cost. In addition,
substantial capital is required to replace and grow reserves. If lower oil and
gas prices or operating difficulties result in our cash flow from operations
being less than expected or limit our ability to borrow under our credit
arrangements, we may be unable to expend the capital necessary to locate and
develop or acquire new oil and gas reserves.

ACTUAL QUANTITIES OF RECOVERABLE OIL AND GAS RESERVES AND FUTURE CASH FLOWS
FROM THOSE RESERVES MOST LIKELY WILL VARY FROM OUR ESTIMATES. Estimating
accumulations of oil and gas is complex. The process relies on interpretations
of available geologic, geophysic, engineering and production data. The extent,
quality and reliability of this data can vary. The process also requires certain
economic assumptions, some of which are mandated by the SEC, such as oil and gas
prices, drilling and operating expenses, capital expenditures, taxes and
availability of funds. The accuracy of a reserve estimate is a function of:

o the quality and quantity of available data;

o the interpretation of that data;

o the accuracy of various mandated economic assumptions; and

o the judgment of the persons preparing the estimate.

The proved reserve information incorporated by reference in this prospectus
is based on estimates we prepared. Estimates prepared by others might differ
materially from our estimates.

Actual quantities of recoverable oil and gas reserves, future production,
oil and gas prices, revenues, taxes, development expenditures and operating
expenses most likely will vary from our estimates. Any significant variance
could materially affect the quantities and present value of our reserves. In
addition, we may adjust estimates of proved reserves to reflect production
history, results of exploration and development and prevailing oil and gas
prices. Our reserves may also be susceptible to drainage by operators on
adjacent properties.

You should not assume that the present value of future net cash flows
incorporated by reference in this prospectus is the current market value of our
estimated proved oil and gas reserves. In accordance with SEC requirements, we
generally base the estimated discounted future net cash flows from proved
reserves on prices and costs on the date of the estimate. Actual future prices
and costs may be materially higher or lower than the prices and costs as of the
date of the estimate.

IF OIL AND GAS PRICES DECREASE, WE MAY BE REQUIRED TO TAKE WRITEDOWNS. We
may be required to writedown the carrying value of our oil and gas properties
when oil and gas prices are low or if we have substantial downward adjustments
to our estimated proved reserves, increases in our estimates of development
costs or deterioration in our exploration results.

We capitalize the costs to acquire, find and develop our oil and gas
properties under the full cost accounting method. The net capitalized costs of
our oil and gas properties may not exceed the present value of estimated future
net cash flows from proved reserves, using period-end oil and gas prices and a
10% discount factor, plus the lower of cost or fair market value for unproved
properties. If net capitalized costs of our oil and gas properties exceed this
limit, we must charge the amount of the excess to earnings. We review the
carrying value of our properties quarterly, based on prices in effect (including
the value of our hedge positions) as of the end of each quarter or as of the
time of reporting our results. The carrying value of oil and gas properties is
computed on a country-by-country basis. Therefore, while our properties in one
country may be subject to a writedown, our properties in other countries could
be unaffected. Once incurred, a writedown of oil and gas properties is not
reversible at a later date even if oil or gas prices increase.

WE MAY BE SUBJECT TO RISKS IN CONNECTION WITH ACQUISITIONS. The successful
acquisition of producing properties requires an assessment of several factors,
including:

o recoverable reserves;

o future oil and gas prices;

o operating costs; and

o potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection
with these assessments, we perform a review of the subject properties that we
believe to be generally consistent with industry practices. Our review will not
reveal all existing or potential problems nor will it permit us to become
sufficiently familiar with the properties to fully assess their deficiencies and
capabilities. Inspections may not always be performed on every platform or

well, and structural and environmental problems are not necessarily observable
even when an inspection is undertaken. Even when problems are identified, the
seller may be unwilling or unable to provide effective contractual protection
against all or part of the problems. We often are not entitled to contractual
indemnification for environmental liabilities and acquire properties on an "as
is" basis.

COMPETITIVE INDUSTRY CONDITIONS MAY NEGATIVELY AFFECT OUR ABILITY TO
CONDUCT OPERATIONS. Competition in the oil and gas industry is intense,
particularly with respect to the acquisition of producing properties and proved
undeveloped acreage. Major and independent oil and gas companies actively bid
for desirable oil and gas properties, as well as for the equipment and labor
required to operate and develop their properties. Many of our competitors have
financial resources that are substantially greater than ours, which may
adversely affect our ability to compete with these companies.

DRILLING IS A HIGH-RISK ACTIVITY. Our future success will depend on the
success of our drilling programs. In addition to the numerous operating risks
described in more detail below, these activities involve the risk that no
commercially productive oil or gas reservoirs will be discovered. In addition,
we often are uncertain as to the future cost or timing of drilling, completing
and producing wells. Furthermore, our drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors, including:

o unexpected drilling conditions;

o pressure or irregularities in formations;

o equipment failures or accidents;

o adverse weather conditions;

o compliance with governmental requirements; and

o shortages or delays in the availability of drilling rigs and the delivery
of equipment.

THE OIL AND GAS BUSINESS INVOLVES MANY OPERATING RISKS THAT CAN CAUSE
SUBSTANTIAL LOSSES; INSURANCE MAY NOT PROTECT US AGAINST ALL THESE RISKS. These
risks include:

o fires;

o explosions;

o blow-outs;

o uncontrollable flows of oil, gas, formation water or drilling fluids;

o natural disasters;

o pipe or cement failures;

o casing collapses;

o embedded oilfield drilling and service tools;

o abnormally pressured formations; and

o environmental hazards such as oil spills, natural gas leaks, pipeline
ruptures and discharges of toxic gases.

If any of these events occur, we could incur substantial losses as a result of:

o injury or loss of life;

o severe damage to or destruction of property, natural resources and
equipment;

o pollution and other environmental damage;

o investigatory and clean-up responsibilities;

o regulatory investigation and penalties;

o suspension of our operations; and

o repairs to resume operations.

If we experience any of these problems, our ability to conduct operations could
be adversely affected.

Offshore operations are subject to a variety of operating risks peculiar to
the marine environment, such as capsizing, collisions and damage or loss from
hurricanes or other adverse weather conditions. These conditions can cause
substantial damage to facilities and interrupt production. As a result, we could
incur substantial liabilities that could reduce or eliminate the funds available
for our exploration and development programs and acquisitions, or result in loss
of properties.

We maintain insurance against some, but not all, of these potential risks
and losses. We may elect not to obtain insurance if we believe that the cost of
available insurance is excessive relative to the risks presented. In addition,
pollution and environmental risks generally are not fully insurable. If a
significant accident or other event occurs and is not fully covered by
insurance, it could adversely affect us.

WE HAVE RISKS ASSOCIATED WITH OUR FOREIGN OPERATIONS. We currently have
international activities and we continue to evaluate and pursue new
opportunities for international expansion in select areas. Ownership of property
interests and production operations in areas outside the United States is
subject to the various risks inherent in foreign operations. These risks may
include:

o currency restrictions and exchange rate fluctuations;

o loss of revenue, property and equipment as a result of expropriation,
nationalization, war or insurrection;

o increases in taxes and governmental royalties;

o renegotiation of contracts with governmental entities and
quasi-governmental agencies;

o changes in laws and policies governing operations of foreign-based
companies;

o labor problems; and

o other uncertainties arising out of foreign government sovereignty over our
international operations.

Our international operations may also be adversely affected by laws and
policies of the United States affecting foreign trade, taxation and investment.
In addition, if a dispute arises with respect to our foreign operations, we may
be subject to the exclusive jurisdiction of foreign courts or may not be
successful in subjecting foreign persons to the jurisdiction of the courts of
the United States.

EXPLORATION IN DEEPWATER INVOLVES GREATER OPERATING AND FINANCIAL RISKS
THAN EXPLORATION AT SHALLOWER depths. These risks could result in substantial
losses. Deepwater drilling and operations require the application of recently
developed technologies and involve a higher risk of mechanical failure. We will
likely experience significantly higher drilling costs for any deepwater wells
that we drill. In addition, much of the deepwater play lacks the physical and
oilfield service infrastructure present in shallower waters. As a result,
development of a deepwater discovery may be a lengthy process and require
substantial capital investment, resulting in significant financial and operating
risks.

In addition, as we carry out our drilling program in deepwater, it is
likely that we will not initially serve as operator of the wells. As a result,
we may have limited ability to exercise influence over operations for these
properties or their associated costs. Our dependence on the operator and other
working interest owners for these deepwater projects and our limited ability to
influence operations and associated costs could prevent the realization of our
targeted returns on capital in drilling or acquisition activities in the
deepwater of the Gulf of Mexico. The success and timing of drilling and
exploitation activities on properties operated by others therefore depend upon a
number of factors that will be largely outside of our control, including:

o the timing and amount of capital expenditures;

o the availability of suitable offshore drilling rigs, drilling equipment,
support vessels, production and transportation infrastructure and qualified
operating personnel;

o the operator's expertise and financial resources;

o approval of other participants in drilling wells; and

o selection of technology.

OTHER INDEPENDENT OIL AND GAS COMPANIES' LIMITED ACCESS TO CAPITAL MAY
CHANGE OUR EXPLORATION AND DEVELOPMENT PLANS. Many independent oil and gas
companies have limited access to the capital necessary to finance their
activities. As a result, some of the other working interest owners of our wells
may be unwilling or unable to pay their share of the costs of projects as they
become due. These problems could cause us to change, suspend or terminate our
drilling and development plans with respect to the affected project.

WE ARE SUBJECT TO COMPLEX LAWS THAT CAN AFFECT THE COST, MANNER OR
FEASIBILITY OF DOING BUSINESS. Exploration, development, production and sale of
oil and gas are subject to extensive federal, state, local and international
regulation. We may be required to make large expenditures to comply with
environmental and other governmental regulations. Matters subject to regulation
include:

o discharge permits for drilling operations;

o drilling bonds;

o reports concerning operations;

o the spacing of wells;

o unitization and pooling of properties; and

o taxation.

Under these laws, we could be liable for personal injuries, property
damage, oil spills, discharge of hazardous materials, remediation and clean-up
costs and other environmental damages. Failure to comply with these laws also
may result in the suspension or termination of our operations and subject us to
administrative, civil and criminal penalties. Moreover, these laws could change
in ways that substantially increase our costs. Any such liabilities, penalties,
suspensions, terminations or regulatory changes could materially adversely
affect our financial condition and results of operations.

RISKS ASSOCIATED WITH OUR COMMON STOCK

WE DO NOT INTEND TO PAY, AND ARE RESTRICTED IN OUR ABILITY TO PAY,
DIVIDENDS ON OUR COMMON STOCK. We have not paid cash dividends in the past and
do not intend to pay dividends on our common stock in the foreseeable future. We
currently intend to retain any earnings for the future operation and development
of our business. Our ability to make dividend payments in the future will depend
on our future performance and liquidity. In addition, our credit facility
contains restrictions on our ability to pay cash dividends on our capital stock,
including our common stock.

OUR CERTIFICATE OF INCORPORATION, STOCKHOLDERS RIGHTS AGREEMENT AND BYLAWS
CONTAIN PROVISIONS THAT COULD DISCOURAGE AN ACQUISITION OR CHANGE OF CONTROL OF
OUR COMPANY. Our stockholders rights agreement, together with certain provisions
of our certificate of incorporation and bylaws, may make it more difficult to
effect a change in control of our company, to acquire us or to replace incumbent
management. These provisions could potentially deprive our stockholders of
opportunities to sell shares of our stock at above-market prices.

FORWARD-LOOKING STATEMENTS

This prospectus, any accompanying prospectus supplement and the documents
we incorporate by reference herein include "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. All statements other than statements of
historical facts included in this prospectus, any accompanying prospectus
supplement and the documents we incorporate by reference herein, including
statements regarding estimated or anticipated operating and financial data,
production targets, anticipated production rates, planned capital expenditures,
the availability of capital resources to fund capital expenditures, estimates of
proved reserves, wells planned to be drilled in the future, our financial
position, business strategy and other plans and objectives for future
operations, are forward-looking statements. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, these
statements are based upon assumptions and anticipated results that are subject
to numerous uncertainties. Actual results may vary significantly from those
anticipated due to many factors, including:

o drilling results;

o oil and gas prices;

o industry conditions;

o the prices of goods and services;

o the availability of drilling rigs and other support services; and

o the availability of capital resources.

The information contained in this prospectus and the documents incorporated
by reference into this prospectus identify additional factors that could affect
our operating results and performance. We urge you to carefully consider these
factors.

All forward-looking statements attributable to our company are expressly
qualified in their entirety by this cautionary statement.

USE OF PROCEEDS

Newfield will not receive any proceeds from the sale of the shares of
common stock by the selling stockholders named herein.

SELLING STOCKHOLDERS

On November 26, 2002, we acquired EEX Corporation by merging a newly
formed, wholly owned subsidiary of our company, Newfield Operating Company, into
EEX. By operation of the merger, the selling stockholders named below received
shares of our common stock in exchange for the shares of EEX preferred stock
owned by them. In connection with the merger, we agreed to register the resale
by the selling stockholders of the shares of our common stock issued to the
selling stockholders in the merger.

The information in the table below is as of April 3, 2003 and is based
upon information provided by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors.

Number of Number of
Shares Number of Shares Percentage
Beneficially Shares Beneficially of
Owned prior being Owned after Outstanding
Name of Selling Stockholder to Offering Offered Offering(1) Shares(2)
------------------------------------------- -------------- ------------ ------------ -----------

Warburg, Pincus Equity Partners, L.P.(3)(4).... 2,787,750 2,787,750 -- 5.4%
WP EEX LLC(3)(5)............................... 162,250 162,250 -- *

----------

(1) The beneficial ownership in this column assumes that each selling
stockholder sells all of the shares offered by this prospectus that are
beneficially owned by such selling stockholder and that prior to the sale of
such shares such selling stockholder does not acquire additional shares or
dispose of shares beneficially owned by such stockholder that are not being
offered pursuant to this prospectus. A selling stockholder may sell none, some
or all of the shares, including the shares offered by this prospectus,
beneficially owned by such selling stockholder or acquire additional shares. We
cannot predict when or in what amounts a selling stockholder may sell any of the
shares offered by this prospectus or any other shares beneficially owned by such
selling stockholder or acquire additional shares.

(2) The asterisk indicates ownership of less than 1% of the outstanding shares
of our common stock.

(3) From time to time, Warburg, Pincus Equity Partners, L.P., a Delaware limited
partnership ("Warburg L.P."), may distribute a portion or all of its shares to
its partners, and WP EEX LLC, a Delaware limited liability company ("WP EEX
LLC"), may distribute a portion or all of its shares to its members. In the
event of such a distribution, and to the extent these partners and/or members,
as applicable, then intend to use this prospectus to sell any of such shares,
these partners and/or members, as applicable, will be identified in a prospectus
supplement filed pursuant to Rule 424(b) under the Securities Act of 1933. In no
event will the maximum number of shares offered pursuant to this prospectus by
the partners of Warburg L.P. as a group or the members of WP EEX LLC as a group
exceed 2,787,750 or 162,250 shares, respectively.

(4) The sole general partner of Warburg L.P. is Warburg, Pincus & Co., a New
York general partnership ("WP & Co."). Warburg Pincus LLC (formerly known as
E.M. Warburg, Pincus & Co., LLC), a New York limited liability company ("WP
LLC"), manages Warburg L.P. Howard H. Newman, a director of our company, is a
general partner of WP & Co. and a Vice Chairman, Managing Director and a member
of WP LLC. Mr. Newman individually holds 69,263 shares of our common stock. In
addition, WP & Co. is also the sole general partner of Warburg, Pincus Ventures,
L.P., a Delaware limited partnership ("WPV"). WPV, which is also managed by WP
LLC, holds 1,864,735 shares of our common stock.

(5) Mr. Newman is a member of the management committee of WP EEX LLC.

All expenses of registration of the shares offered by this prospectus are
being borne by Newfield, but all selling and other expenses incurred by the
selling stockholders will be borne by the selling stockholders.

PLAN OF DISTRIBUTION

The shares offered by this prospectus are subject to restrictions under the
Registration Rights Agreement dated as of May 29, 2002 by and among our company,
Warburg L.P., Warburg, Pincus Netherlands Equity Partners I, C.V., Warburg,
Pincus Netherlands Equity Partners II, C.V. and Warburg, Pincus Netherlands
Equity Partners III, C.V., as amended. Subject to those restrictions, sales of
shares by the selling stockholders referred to in this prospectus may be made
from time to time in one or more transactions, on the New York Stock Exchange,
in the over-the-counter market or any other exchange or quotation system on
which shares of our common stock may be listed or quoted, in negotiated
transactions or in a combination of any such methods of sale, at fixed prices
that may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The shares may
be offered directly to or through underwriters or agents designated from time to
time or to or through brokers or dealers, or through any combination of these
methods of sale. The methods by which the shares may be sold include:

o a block trade (which may involve crosses) in which the broker or dealer
will attempt to sell the securities as agent but may position and resell a
portion of the block as principal to facilitate the transaction;

o purchases by a broker or dealer as principal and resale by such broker or
dealer for its own account pursuant to this prospectus;

o exchange distributions or secondary distributions in accordance with the
rules of the New York Stock Exchange;

o ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

o firm commitment or best efforts underwritings; and

o privately negotiated transactions.

An underwriter, agent, broker or dealer may receive compensation in the
form of discounts, concessions or commissions from the selling stockholders or
the purchasers of the shares for whom such broker-dealers may act as agents or
to whom they sell as principals, or both (which compensation as to a particular
broker-dealer might be in excess of customary commissions). A member firm of an
exchange on which our common stock is traded may be engaged to act as a selling
stockholder's agent in the sale of shares by such selling stockholder.

In connection with distributions of the shares offered by this prospectus
or otherwise, the selling stockholders may enter into hedging transactions with
brokers or dealers or other financial institutions with respect to our common
stock. In connection with such transactions, such brokers or dealers or other
financial institutions may engage in short sales of our common

stock in the course of hedging the positions they assume with the selling
stockholders. Such hedging transactions may require or permit the selling
stockholders to deliver the shares to such brokers or dealers or other financial
institutions to settle such hedging transactions. The selling stockholders may
also sell our common stock short and deliver the shares to close out such short
positions. If so required by applicable law, this prospectus, as amended or
supplemented, may be used to effect:

o the short sales of our common stock referred to above;

o the sale or other disposition by the brokers or dealers or other financial
institutions of any shares they receive pursuant to the hedging
transactions referred to above; or

o the delivery by the selling stockholders of shares to close out short
positions.

The selling stockholders may also pledge the shares registered hereunder to
a broker or dealer or other financial institution and, upon a default, such
broker or dealer or other financial institution may effect sales of the pledged
shares pursuant to this prospectus (as supplemented or amended to reflect such
transaction). The selling stockholders may also donate the shares registered
hereunder to a third party and such donee may effect sales of the shares
pursuant to this prospectus (as supplemented or amended to reflect such
transaction). In addition, any shares covered by this prospectus that qualify
for sale pursuant to Rule 144 under the Securities Act may be sold under Rule
144 rather than pursuant to this prospectus. The foregoing description in this
paragraph is subject to a selling stockholder's compliance with Section 16(c) of
the Securities Exchange Act of 1934, to the extent and during such periods as
Section 16(c) is applicable to such selling stockholder.

The selling stockholders and any underwriters, brokers, dealers, agents or
others that participate with the selling stockholders in the distribution of the
shares offered by this prospectus may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, and any underwriting discounts,
commissions or fees received by such persons and any profit on the resale of the
shares purchased by such persons may be deemed to be underwriting commissions or
discounts under the Securities Act of 1933.

We have agreed to indemnify the selling stockholders named herein against
certain liabilities that they may incur in connection with the sale of the
shares registered hereunder, including liabilities arising under the Securities
Act of 1933, and to contribute to payments that the selling stockholders may be
required to make with respect thereto. Agents, underwriters, brokers and dealers
may be entitled under agreements entered into by the selling stockholders or us
to indemnification against certain civil liabilities, including liabilities
under the Securities Act of 1933.

There can be no assurance that any of the selling stockholders will sell
any or all of the shares offered hereby.

VALIDITY OF SECURITIES

The validity of the shares offered by this prospectus has been passed upon
for Newfield by Vinson & Elkins L.L.P., Houston, Texas.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31, 2002
have been so incorporated in reliance on the report (which contains an
explanatory paragraph relating to our change in method for assessing hedge
effectiveness, and our change in accounting method for our derivatives and
hedging activities and our crude oil inventories as described in Note 1 to the
consolidated financial statements) of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The consolidated financial statements of EEX Corporation (EEX) appearing in
EEX's Annual Report (Form 10-K) for the year ended December 31, 2001
incorporated by reference herein, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon (which contains an
explanatory paragraph describing conditions that raise substantial doubt about
EEX's ability to continue as a going concern as described in Note 2 to the
consolidated financial statements) included therein. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549. You may obtain information on the operation of the
SEC's public reference room in Washington, D.C. by calling the SEC at
1-800-SEC-0330.

Our common stock is listed on the New York Stock Exchange under the symbol
"NFX." Our reports, proxy statements and other information may be read and
copied at the New York Stock Exchange at 30 Broad Street, New York, New York
10005.

The SEC allows our company to "incorporate by reference" the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities or until we terminate this offering:

o our annual report on Form 10-K for the year ended December 31, 2002;

o our current report on Form 8-K/A filed on February 10, 2003;

o the description of our common stock contained in our Form 8-A registration
statement filed on November 4, 1993; and

o the description of our preferred share purchase rights contained in our
Form 8-A registration statement filed on February 18, 1999.

You may request a copy of these filings at no cost, by writing us at the
following address or telephoning us at the following number:

Newfield Exploration Company
Attention: Stockholder Relations
363 N. Sam Houston Parkway E.,
Suite 2020
Houston, Texas 77060
(281) 847-6000

You should rely only on the information incorporated by reference or
provided in this prospectus and any accompanying prospectus supplement. We have
not authorized any dealer, salesman or other person to provide you with
additional or different information. This prospectus and any accompanying
prospectus supplement are not an offer to sell or the solicitation of an offer
to buy any securities other than the securities to which they relate and are not
an offer to sell or the solicitation of an offer to buy securities in any
jurisdiction to any person to whom it is unlawful to make an offer or
solicitation in that jurisdiction. You should not assume that the information in
this prospectus or any accompanying prospectus supplement or in any document
incorporated by reference in this prospectus or any accompanying prospectus
supplement is accurate as of any date other than the date of the document
containing the information.