Edgar Filing: NEWFIELD EXPLORATION CO /DE/

As filed with the Securities and Exchange Commission on February 26, 2003
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

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NEWFIELD EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE 72-1133047
(State or Other Jurisdiction (IRS Employer
of Incorporation of Organization) Identification No.)

363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(281) 847-6000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)

TERRY W. RATHERT
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
NEWFIELD EXPLORATION COMPANY
363 N. SAM HOUSTON PARKWAY E., SUITE 2020
HOUSTON, TEXAS 77060
(281) 847-6000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

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Copy to:
JAMES H. WILSON
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
1001 FANNIN
HOUSTON, TEXAS 77002
(713) 758-2222

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: After the
effective date of the registration statement as determined by market conditions
and other factors.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
====================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
--------------------------- ---------------- ---------------- ------------------ ----------------

Common Stock, including attached
preferred share purchase rights 2,950,000 shares $33.69 $99,385,500 $8,041
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c) under the Securities Act of 1933, as amended, based upon the
average of the high and low sales price reported by the New York Stock
Exchange on February 20, 2003.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
SECURITIES MAY NOT BE SOLD PURSUANT TO THIS PROSPECTUS UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION, DATED FEBRUARY 26, 2003

PROSPECTUS

2,950,000 SHARES

NEWFIELD EXPLORATION COMPANY
COMMON STOCK

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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 February 25, 2003, the last reported sales
price for our common stock was $34.22 per share.

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

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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.

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THIS PROSPECTUS IS DATED , 2003
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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

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 areas of operation now also include the
U.S. onshore Gulf Coast, the Anadarko and Permian Basins, offshore northwest
Australia and in the Bohai Bay, offshore China.

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.

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.

Prices for oil and gas fluctuate widely. 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 AND STOCKHOLDERS' EQUITY. 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.

We adopted Statement of Financial Accounting Standards (SFAS) No. 133 on
January 1, 2001. SFAS No. 133 generally requires us to record each hedging
transaction as an asset or liability measured at its fair value. Each quarter we
must record changes in the value of our hedges, which could result in
significant fluctuations in net income and stockholders' equity from period to
period. Please read our most recently filed annual report on Form 10-K or
quarterly report on Form 10-Q for a more detailed discussion of our hedging
program.

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
facility, we may be unable to expend the capital necessary to locate and develop
or acquire new oil and gas reserves.

RESERVE ESTIMATES ARE INHERENTLY UNCERTAIN AND DEPEND ON MANY ASSUMPTIONS
THAT MAY TURN OUT TO BE INACCURATE. Estimating accumulations of oil and gas is
complex and is not exact because of the numerous uncertainties inherent in the
process. The process relies on interpretations of available geologic, geophysic,
engineering and production data. The extent, quality and reliability of this
technical 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 future production, oil and gas prices, revenues, taxes, development
expenditures, operating expenses and quantities of recoverable oil and gas
reserves 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 constant oil and gas prices and a 10%
discount factor, plus the lower of cost or fair market value of 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 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 FUTURE 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 are often 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 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 exploration, development 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 continue to
evaluate and pursue new opportunities for international expansion in areas where
we can use our core competencies. To date, we have expanded our operations to
Australia and China and are currently evaluating opportunities in the North Sea.

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. In 2001, we developed a strategy to expand our operations to the
deepwater of the Gulf of Mexico. In addition, through our acquisition of EEX we
acquired oil and gas properties located in the deepwater of the Gulf of Mexico.
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 we may
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 be
dependent 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 very 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 February 25, 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)
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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 -- *

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(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, 2001
have been so incorporated in reliance on the report (which contains an
explanatory paragraph relating to 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, 2001;

o our quarterly reports on Form 10-Q for the quarters ended March 31, 2002,
June 30, 2002 and September 30, 2002;

o our current reports on Form 8-K filed on February 8, March 14, March 26,
April 25, May 30, July 24, August 5, August 13, August 14, September 27,
October 2, October 16, November 1, November 27, December 5 and December 20,
2002 and January 23, February 13 and February 19, 2003 and our current
report on Form 8-K/A filed on February 10, 2003 (in each case other than
information furnished to the SEC pursuant to Item 9 thereof);

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.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses of this offering (all of which are to be paid by the
registrant) are estimated to be as follows:

Securities and Exchange Commission registration fee ........ $ 8,041
Legal fees and expenses .................................... 20,000
Accounting fees and expenses ............................... 10,000
Blue Sky fees and expenses (including legal fees) .......... 5,000
Printing expenses .......................................... 500
Miscellaneous .............................................. 459
-------
TOTAL .................................................... $44,000
=======

ITEM 15 INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"DGCL") authorizes a corporation, under certain circumstances, to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation), by reason of the fact that the person is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of that corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation. With respect to any criminal action or proceeding, such
indemnification is available if he had no reasonable cause to believe his
conduct was unlawful.

With respect to actions by or in the right of the corporation, no
indemnification shall be made with respect to any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper. A director or officer who is successful, on
the merits or otherwise, in defense of any proceeding subject to the DGCL's
indemnification provisions shall be indemnified by the corporation for
reasonable expenses incurred in connection therewith, including attorneys' fees.

Section 145 of the DGCL authorizes a corporation to advance its officers
and directors expenses, provided that an officer or director provide the
corporation with an undertaking to repay the advanced expenses should it
ultimately be determined that such officer or director is not entitled to
indemnification.

Article Seventh of the registrant's Second Restated Certificate of
Incorporation, as amended (the "Certificate of Incorporation"), together with
Article VI of the registrant's Restated Bylaws, as amended (the "Bylaws"),
provide for indemnification of each person who is or was made a

II-1

party to any actual or threatened civil, criminal, administrative or
investigative action, suit or proceeding because such person is, was or has
agreed to become an officer or director of the registrant or is a person who is
or was serving or has agreed to serve at the request of the registrant as a
director, officer, partner, venturer, proprietor, trustee, employee, agent or
similar functionary of another corporation or of a partnership, joint venture,
sole proprietorship, trust, employee benefit plan or other enterprise to the
fullest extent permitted by the DGCL as it existed at the time the
indemnification provisions of the Certificate of Incorporation and Bylaws were
adopted or as may be thereafter amended. Article VI expressly provides that it
is not the exclusive method of indemnification.

Section 145 of the DGCL also empowers a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of such corporation against liability asserted against or
incurred by him in any such capacity, whether or not such corporation would have
the power to indemnify such officer or director against such liability under the
provisions of Section 145.

Article Seventh of the Certificate of Incorporation and Article VI of the
Bylaws also provide that the registrant may maintain insurance, at the
registrant's expense, to protect the registrant and any director, officer,
employee or agent of the registrant or of another entity against any expense,
liability, or loss, regardless of whether the registrant would have the power to
indemnify such person against such expense, liability or loss under the DGCL.

Section 102(b)(7) of the DGCL provides that a certificate of incorporation
may contain a provision eliminating or limiting the personal liability of a
director to the corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, provided that such provision shall not
eliminate or limit the liability of a director (a) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (b) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (c) under Section 174 of the DGCL (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) or (d) for any transaction from which the director derived
improper personal benefit. Article Seventh of the Certificate of Incorporation
contains such a provision.

Howard H. Newman, a director of the registrant and a Vice Chairman,
Managing Director and member of Warburg Pincus L.L.C. and a general partner of
Warburg, Pincus & Co., is indemnified by affiliates of Warburg Pincus L.L.C. and
Warburg, Pincus & Co. against certain liabilities that he may incur as a result
of his serving as a director of the registrant.

II-2

ITEM 16 EXHIBITS

(a) Exhibits:

3.1 - Second Restated Certificate of Incorporation of Newfield
(incorporated by reference to Exhibit 3.1 to Newfield's
Annual Report on Form 10-K for the year ended December 31,
1999 (File No. 1-125341)).
3.1.1 - Certificate of Amendment to Second Restated Certificate of
Incorporation of Newfield dated May 15, 1997 (incorporated
by reference to Exhibit 3.1.1 to Newfield's Registration
Statement on Form S-3 (Registration No. 333-32582)).
3.1.2 - Certificate of Designation of Series A Junior
Participating Preferred Stock (incorporated by reference to
Exhibit 3.5 to Newfield's Annual Report on Form 10-K for the
year ended December 31, 1998 (File No. 1-12534)).
3.2 - Restated Bylaws of Newfield as amended by Amendment No. 1
thereto adopted January 1, 2000 (incorporated by reference to
Exhibit 3.3 to Newfield's Annual Report on Form 10-K for the
year ended December 31, 1999 (File No. 1-12534)).
4.1 - Rights Agreement, dated as of February 12, 1999, between
Newfield and ChaseMellon Shareholder Services L.L.C., as
Rights Agent, specifying the terms of the Rights to Purchase
Series A Junior Participating Preferred Stock of Newfield
(incorporated by reference to Exhibit 1 to Newfield's
Registration Statement on Form 8-A filed with the SEC on
February 18, 1999 (File No. 1-12534)).
4.2 - Indenture dated as of October 15, 1997 among Newfield, as
issuer, and First Union National Bank, as trustee
(incorporated by reference to Exhibit 4.3 to Newfield's
Registration Statement on Form S-4 (Registration No.
333-39563)).
4.3 - Senior Indenture dated as of February 28, 2001 between
Newfield and Wachovia Bank, National Association (formerly
First Union National Bank), as Trustee (the "Senior
Indenture") (incorporated by reference to Exhibit 4.1 of
Newfield's Current Report on Form 8-K filed with the
Securities and Exchange Commission on February 28, 2001 (File
No. 1-12534)).
4.4 - Subordinated Indenture dated as of December 10, 2001 between
Newfield and Wachovia Bank, National Association (formerly
First Union National Bank), as Trustee (the "Subordinated
Indenture") (incorporated by reference to Exhibit 4.5 of
Newfield's Registration Statement on Form S-3 (Registration
No. 333-71348).
4.4.1 - First Supplemental Indenture dated as of August 13, 2002
between Newfield and Wachovia Bank, National Association
(formerly First Union National Bank), as Trustee
(incorporated by reference to Exhibit 4.2 of Newfield's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 13, 2002 (File No. 1-12534)).
4.5 - Amended and Restated Trust Agreement of Newfield Financial
Trust I, dated as of August 13, 1999 (incorporated by
reference to Exhibit 4.1 of Newfield's Current Report on
Form 8-K filed with the Securities and Exchange Commission
on August 13, 1999 (File No. 1-12534)).
4.6 - Form of Preferred Security of Newfield Financial Trust I
(incorporated by reference to Exhibit 4.2 of Newfield's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 13, 1999 (File No. 1-12534)).
4.7 - Junior Subordinated Convertible Indenture, dated as of August
13, 1999, between Newfield and First Union National Bank, as
Trustee (incorporated by reference to Exhibit 4.3 of
Newfield's Current Report on Form 8-K filed with the
Securities

II-3

and Exchange Commission on August 13, 1999 (File No. 1-12534).
4.8 - Form of 6 1/2% Junior Subordinated Convertible Debenture,
Series A due 2029 (incorporated by reference to Exhibit 4.4
of Newfield's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 1999 (File
No. 1-12534)).
4.9 - Guarantee Agreement, dated as of August 13, 1999, relating
to Newfield Financial Trust I (incorporated by reference to
Exhibit 4.5 of Newfield's Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 13,
1999 (File No. 1-12534)).
4.10 - Certificate of Trust of Newfield Financial Trust II
(incorporated by reference to Exhibit 4.15 of Newfield's
Registration Statement on Form S-3 (Registration No.
333-59391)).
4.11 - Trust Agreement of Newfield Financial Trust II (incorporated
by reference to Exhibit 4.16 of Newfield's Registration
Statement on Form S-3 (Registration No. 333-59391)).
4.12 - Form of Amended and Restated Trust Agreement of Newfield
Financial Trust II (incorporated by reference to Exhibit 4.14
of Newfield's Registration Statement on Form S-3 (Registration
No. 333-71348)).
4.13 - Form of Trust Preferred Security Certificate for Newfield
Financial Trust II (included in Exhibit 4.12).
4.14 - Form of Junior Subordinated Indenture between Newfield and
Wachovia Bank, National Association (formerly First Union
National Bank), as Trustee (the "Debenture Indenture")
(incorporated by reference to Exhibit 4.16 of Newfield's
Registration Statement on Form S-3 (Registration No.
333-71348)).
4.15 - Form of Junior Subordinated Debentures of Newfield to be
issued to Newfield Financial Trust II (included in Exhibit
4.14).
4.16 - Form of Preferred Securities Guarantee Agreement between
Newfield and Wachovia Bank, National Association (formerly
First Union National Bank), as Preferred Securities Guarantee
Trustee (the "Preferred Securities Guarantee Agreement")
(incorporated by reference to Exhibit 4.18 of Newfield's
Registration Statement on Form S-3 (Registration No.
333-71348)).
*5.1 - Opinion of Vinson & Elkins L.L.P.
*23.1 - Consent of PricewaterhouseCoopers LLP.
*23.2 - Consent of Ernst & Young LLP.
*23.3 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 - Powers of Attorney (included on the signature page to this
registration statement).

----------
* Filed herewith.

II-4

ITEM 17 UNDERTAKINGS

The undersigned registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement;

provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1933 (the
"Exchange Act") that are incorporated by reference in this registration
statement;

(b) that, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof;

(c) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering;

(d) that, for the purposes of determining any liability under the
Securities Act, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and

(e) insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has

II-5

been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 25th day of February,
2003.

NEWFIELD EXPLORATION COMPANY

By: /s/ Terry W. Rathert
------------------------------------------
Terry W. Rathert
Vice President and Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terry W. Rathert and C. William Austin,
or any of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Form S-3 Registration Statement, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated on the 25th day of February, 2003.

SIGNATURE TITLE
--------- -----

/s/ David A. Trice
------------------------ President and Chief Executive Officer and
David A. Trice Director (Principal Executive Officer)

/s/ Terry W. Rathert
------------------------ Vice President and Chief Financial Officer
Terry W. Rathert (Principal Financial Officer)

/s/ Brian L. Rickmers
------------------------ Controller
Brian L. Rickmers (Principal Accounting Officer)

/s/ Philip J. Burguieres
------------------------ Director
Philip J. Burguieres

II-7

/s/ Charles W. Duncan
--------------------- Director
Charles W. Duncan

/s/ Claire S. Farley
--------------------- Director
Claire S. Farley

/s/ Joe B. Foster
--------------------- Director
Joe B. Foster

/s/ Dennis R. Hendrix
--------------------- Director
Dennis R. Hendrix

/s/ Terry Huffington
--------------------- Director
Terry Huffington

/s/ Howard H. Newman
--------------------- Director
Howard H. Newman

/s/ Thomas G. Ricks
--------------------- Director
Thomas G. Ricks

/s/ David F. Schaible
--------------------- Director
David F. Schaible

/s/ C.E. Shultz
--------------------- Director
C.E. Shultz

II-8

INDEX TO EXHIBITS

(incorporated by reference to Exhibit 4.4 of Newfield's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 13, 1999 (File No. 1-12534)).
4.9 - Guarantee Agreement, dated as of August 13, 1999, relating
to Newfield Financial Trust I (incorporated by reference to
Exhibit 4.5 of Newfield's Current Report on Form 8-K filed
with the Securities and Exchange Commission on August 13,
1999 (File No. 1-12534)).
4.10 - Certificate of Trust of Newfield Financial Trust II
(incorporated by reference to Exhibit 4.15 of Newfield's
Registration Statement on Form S-3 (Registration No.
333-59391)).
4.11 - Trust Agreement of Newfield Financial Trust II (incorporated
by reference to Exhibit 4.16 of Newfield's Registration
Statement on Form S-3 (Registration No. 333-59391)).
4.12 - Form of Amended and Restated Trust Agreement of Newfield
Financial Trust II (incorporated by reference to Exhibit 4.14
of Newfield's Registration Statement on Form S-3 (Registration
No. 333-71348)).
4.13 - Form of Trust Preferred Security Certificate for Newfield
Financial Trust II (included in Exhibit 4.12).
4.14 - Form of Junior Subordinated Indenture between Newfield and
Wachovia Bank, National Association (formerly First Union
National Bank), as Trustee (the "Debenture Indenture")
(incorporated by reference to Exhibit 4.16 of Newfield's
Registration Statement on Form S-3 (Registration No.
333-71348)).
4.15 - Form of Junior Subordinated Debentures of Newfield to be
issued to Newfield Financial Trust II (included in Exhibit
4.14).
4.16 - Form of Preferred Securities Guarantee Agreement between
Newfield and Wachovia Bank, National Association (formerly
First Union National Bank), as Preferred Securities Guarantee
Trustee (the "Preferred Securities Guarantee Agreement")
(incorporated by reference to Exhibit 4.18 of Newfield's
Registration Statement on Form S-3 (Registration No.
333-71348)).
*5.1 - Opinion of Vinson & Elkins L.L.P.
*23.1 - Consent of PricewaterhouseCoopers LLP.
*23.2 - Consent of Ernst & Young LLP.
*23.3 - Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 - Powers of Attorney (included on the signature page to this
registration statement).

----------
* Filed herewith.

INDEX TO EXHIBITS