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                                                                    Exhibit 10.3
                       UNION PACIFIC RESOURCES GROUP INC.
                        1995 DIRECTORS STOCK OPTION PLAN
                 (amended and restated effective March 5, 1997)

The purposes of the Union Pacific Resources Group Inc. 1995 Directors Stock
Option Plan, as amended and restated effective March 5, 1997, (the "Plan") are
to foster and promote the long term financial success of Union Pacific
Resources Group Inc. (the "Company") by (a) attracting and retaining directors
who are not employees of the Company or any of its subsidiaries ("Non-Employee
Directors") of outstanding ability by providing for the grant of nonqualified
stock options; (b) providing Non-Employee Directors with compensation
opportunities which are competitive with other corporations; and (c) enabling
such Directors to participate in such financial success of the Company by
encouraging them to become owners of the common stock of the Company.  The
Company believes that the Plan will cause the participants to contribute
materially to the growth of the Company, thereby benefitting the Company's
stockholders, and will align the economic interests of the participants with
those of the stockholders.

1.       ADMINISTRATION.

         Administration of this Plan is intended to be self-executing in
         accordance with the express terms and conditions of the Plan.
         However, to the extent that determinations are required with respect
         to matters under the Plan, such determinations shall be made by the
         Compensation and Corporate Governance Committee (the "Committee")
         consisting of not less than three persons appointed by the Board of
         Directors of the Company.  Subject to the foregoing, the Committee's
         interpretations of the Plan, including factual determinations and all
         determinations made by the Committee pursuant to the powers vested in
         it hereunder shall be conclusive and binding.

2.       ELIGIBILITY FOR PARTICIPATION.

         Only Non-Employee Directors shall be eligible to participate in the 
         Plan ("Participants").

3.       GRANTS.

         Incentives under the Plan shall consist of nonqualified stock options
         ("Grants").  All Grants shall be subject to the terms and conditions
         set forth herein and to those other terms and conditions consistent
         with this Plan as the Committee deems appropriate and as are specified
         in writing by the Committee to the Participant (the "Grant Letter").
         The Committee shall approve the form and provisions of each Grant
         Letter to each Participant; provided, however, that Grants to
         Participants shall be made only in accordance with the provisions of
         Section 5.
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4.       SHARES SUBJECT TO THE PLAN.

         (a)     Subject to the adjustment specified below, the aggregate
                 number of shares of common stock of the Company ("Company
                 Stock") that have been or may be issued or transferred under
                 the Plan is 1,000,000 shares.  The shares may be authorized
                 but unissued shares of Company Stock or reacquired shares of
                 Company Stock, including shares repurchased by the Company on
                 the open market.  If and to the extent options granted under
                 the Plan terminate, expire, or are canceled without having
                 been exercised, the shares subject to such option shall again
                 be available for purposes of the Plan.

         (b)     In the event of a recapitalization, stock split, stock
                 dividend, combination or      exchange of shares, merger,
                 consolidation, rights offering, separation, spin-off,
                 reorganization or liquidation, or any other change in the
                 corporate structure or shares of the Company, the Board, upon
                 recommendation of the Committee, shall make such equitable
                 adjustments as it may deem appropriate in the number and kind
                 of shares authorized by the Plan, in the option price of
                 outstanding Grants, and in the number and kind of shares or
                 other securities or property subject to Grants or covered by
                 outstanding Grants.

5.       GRANTS TO PARTICIPANTS.

         (a)     NUMBER OF SHARES.

                 (i)      INITIAL GRANT -- Each Non-Employee Director who is a
                          Participant as of March 5, 1997, (the "Date of
                          Initial Grant") shall receive a Grant to purchase
                          52,000 shares of Company stock.

                 (ii)     SUBSEQUENT GRANTS -- Each Non-Employee Director who
                          becomes a Participant subsequent to the Date of
                          Initial Grant shall receive as of the date he or she
                          is elected to the Board (the "Date of Subsequent
                          Grant"), a Grant to purchase shares of Company Stock
                          in an amount equal to the product (rounded to the
                          nearest full share) of 52,000 shares multiplied by a
                          fraction.  The numerator of the fraction shall be the
                          lesser number of years (including partial years)
                          between the Participant's Date of Subsequent Grant
                          and (A) March 5, 2007, or (B) the date the
                          Non-Employee Director would be required to retire
                          from the Board in accordance with the Company's
                          retirement policy for Directors.  The denominator of
                          the fraction shall be 10.  The number of years in the
                          numerator shall be determined by counting the number
                          of full and partial 12-month periods between the
                          Participant's Date of Subsequent Grant and the
                          relevant date in (A) or (B), with any partial
                          12-month period determined by rounding any partial
                          month to a full month.





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                 (iii)    DATE OF GRANT -- With respect to a Grant made to an
                          individual Participant, the date as of which such
                          Grant was made shall, for purposes of this Plan, be
                          considered the Participant's "Date of Grant".

         (b)     OPTION PRICE AND OPTION EXERCISE PERIOD.  The purchase price
                 of Company Stock subject to such Grants shall be the fair
                 market value of a share of such stock as of the Participant's
                 Date of Grant (the "Option Price").  The "fair market value"
                 of Company Stock shall be the average of the high and low
                 trading prices of a share of Company Stock on that date as
                 reported in The Wall Street Journal listing for consolidated
                 trading for New York Stock Exchange issues.  Each Grant shall
                 have an exercise period commencing with the Participant's Date
                 of Grant and ending with March 5, 2008 (the "Option Exercise
                 Period").

         (c)     VESTING OF OPTIONS.

                 (i)      (A)     With respect to Participants who received
                                  options on the Date of Initial Grant, their
                                  Grants shall vest (and the options thereunder
                                  shall become exercisable) at the rate of
                                  5,200 shares per year, commencing with the
                                  first anniversary of the Initial Date of
                                  Grant.

                          (B)     With respect to a Participant who received
                                  options on a Date of Subsequent Grant, the
                                  Grant shall vest (and the options thereunder
                                  shall become exercisable) as follows: The
                                  first vesting date with respect to such Grant
                                  shall be the second March 5th following the
                                  Participant's Date of Subsequent Grant and,
                                  on such date, the Participant shall be
                                  entitled to exercise options on the following
                                  number of shares: the sum of (I) 5,200 plus
                                  (II) the product (rounded to full shares) of
                                  433.33 shares multiplied by the number of
                                  months (rounding any partial month to a full
                                  month) between his or her Date of Subsequent
                                  Grant and the March 5th immediately following
                                  his or her Date of Subsequent Grant.
                                  Thereafter, on each March 5th subsequent to
                                  the Participant's first vesting date, the
                                  Participant's Grant shall vest at the rate of
                                  5,200 shares per year.

                 (ii)     Notwithstanding (c)(i), the following special
                          exceptions shall apply: A Participant's Grant shall
                          immediately vest (and the options thereunder shall
                          become exercisable) if any of the following occurs
                          while the Participant is a member of the Board: the
                          Participant dies, the Participant suffers a major
                          disability which results in his or her departure or
                          removal from the Board, the Company undergoes a
                          change of control (as defined in the Participant's
                          Grant Letter), or the Participant is required to
                          retire from the Board in accordance with the
                          Company's retirement policy for directors.





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         (d)     MANNER OF EXERCISE.  A Participant may exercise a Grant by
                 delivering a notice of exercise to the Secretary of the
                 Company with accompanying payment of the   Option Price.  Such
                 notice may instruct the Company to deliver shares of Company
                 Stock due upon the exercise of the Grant to any registered
                 broker or dealer designated by the grantee ("Designated
                 Broker") in lieu of delivery to the grantee.  Such instruction
                 must designate the account into which the shares are to be
                 deposited.

         (e)     SATISFACTION OF OPTION PRICE.  A Participant shall pay the
                 Option Price in cash or previously acquired Company Stock.
                 Shares of Company Stock shall not be issued or transferred
                 upon exercise of a Grant until the Option Price is fully paid.

         (f)     TERMINATION OF RELATIONSHIP WITH THE COMPANY OR DEATH.

                 (i)      In the event a Participant ceases to serve as a
                          Non-Employee Director for any reason other than death
                          or major disability, any Grant made pursuant to this
                          Section which is otherwise exercisable by the
                          Participant shall terminate, unless exercised within
                          180 days (or, if the Participant is required to
                          retire from the Board in accordance with the
                          Company's retirement policy for Directors, five
                          years) of the date on which the Participant ceases to
                          serve as a Non-Employee Director, but in any event no
                          later than the date of expiration of the Option
                          Exercise Period.  All other Grants shall be
                          immediately forfeited.

                 (ii)     In the event of the death or major disability of the
                          Participant while serving as a Non- Employee
                          Director, any Grant made pursuant to this Section
                          which was otherwise exercisable by the Participant at
                          the date of death or major disability may be
                          exercised by the individual's personal representative
                          at any time prior to the expiration of five years
                          from the date of death or major disability, but in
                          any event no later than the date of expiration of the
                          Option Exercise Period.  In the event of the death of
                          the Participant after the date on which the
                          individual ceases to be a Non-Employee Director, any
                          Grant made pursuant to this Section which was
                          otherwise exercisable by the Participant at the date
                          of death may be exercised by the individual's
                          personal representative at any time prior to the
                          expiration of the remainder of the applicable period
                          set forth in Section 5(f)(i) above.

                 (iii)    In the event a Participant suffers a major disability
                          which results in his or her departure or removal from
                          the Board, any Grant made pursuant to this Section
                          which was otherwise exercisable by the Participant at
                          the date of such disability may be exercised by the
                          Participant (or, if the Participant is not legally
                          competent, by his or her personal representative) at
                          any time prior to the expiration of five years from
                          the date of such disability, but in





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                          any event no later than the date of expiration of the
                          Option Exercise Period.  In the event the Participant
                          suffers a major disability after the date on which
                          the individual ceases to be a Non-Employee Director,
                          any Grant made pursuant to this Section which was
                          otherwise exercisable by the Participant at the date
                          of such disability may be exercisable by the
                          Participant (or, if the Participant is not legally
                          competent, by his or her personal representative) at
                          any time prior to the expiration of the remainder of
                          the applicable period set forth in Section 5(f)(i)
                          above.

6.       TRANSFERABILITY OF OPTIONS.

         Only a Participant or the Participant's authorized legal
         representative may exercise rights under a Grant.  Such persons may
         not transfer those rights except by will or by the         laws of
         descent and distribution or, if permitted under Rule 16b-3 of the
         Exchange Act and if permitted in any specific case by the Committee in
         their sole discretion, pursuant to a domestic relations order as
         defined under the Code or Title I of ERISA or the regulations
         thereunder.  When a Participant dies, the personal representative or
         other person entitled to succeed to the rights of the Participant (a
         "Successor Grantee") may exercise such rights.  A Successor Grantee
         must furnish proof satisfactory to the Company of his or her right to
         receive the Grant under the Participant's will or under the applicable
         laws of descent and distribution.  Notwithstanding the foregoing, a
         Participant shall be permitted to transfer a Grant of options (whether
         or not then exercisable) to (a) any member or members of his or her
         immediate family (spouse, children or grandchildren, including step
         and adopted children and grandchildren), (b) a trust, the
         beneficiaries of which consist exclusively of members of the
         Participant's immediate family, (c) a partnership, the partners of
         which consist exclusively of the Participant's immediate family, or
         (d) any similar entity created for the exclusive benefit of the
         Participant's immediate family.  For purposes of the preceding
         sentence, any remote, contingent interests of persons other than
         members of the Participant's immediate family shall be disregarded.
         The Committee or its designee must approve the form of any transfer of
         a Grant to or for the benefit of any immediate family member or
         members before such transfer shall be recognized as valid hereunder.

7.       AMENDMENT AND TERMINATION OF THE PLAN.

         (a)     AMENDMENT.  The Board of Directors of the Company, by written
                 resolution, may amend or terminate the Plan at any time;
                 provided, however, that the Board of Directors shall not amend
                 the Plan without the approval of the stockholders of the
                 Company, if such amendment would cause the Plan or any Grant,
                 or the exercise of any right under the Plan to fail to comply
                 with the requirements of Rule 16b-3 under the Exchange Act.





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         (b)     TERMINATION OF PLAN.  The Plan shall terminate on March 5,
                 2008, unless terminated earlier by the Board of Directors of
                 the Company or unless extended by the Board.

         (c)     TERMINATION AND AMENDMENT OF OUTSTANDING GRANTS.  A
                 termination or amendment of the Plan that occurs after a Grant
                 is made shall not result in the termination or amendment of
                 the Grant unless the grantee consents or unless the Committee
                 acts under Section 13(a).  The termination of the Plan shall
                 not impair the power and authority of the Committee with
                 respect to an outstanding Grant.   Whether or not the Plan has
                 terminated, an outstanding Grant may be terminated or amended
                 under Section 13(a) or may be amended by agreement of the
                 Company and the grantee consistent with the Plan.

8.       FUNDING OF THE PLAN.

         This Plan shall be unfunded.  The Company shall not be required to
         establish any special or separate fund or to make any other
         segregation of assets to assure the payment of any Grants under this
         Plan.  In no event shall interest be paid or accrued on any Grant,
         including unpaid installments of Grants.

9.       RIGHTS OF NON-EMPLOYEE DIRECTORS.

         Nothing in this Plan shall entitle any individual or other person to
         any claim or right to a Grant under this Plan.  Neither this Plan nor
         any action taken hereunder shall be construed as giving any individual
         any rights to be retained by or in the employ of the Company.

10.      REQUIREMENTS FOR ISSUANCE OF SHARES.

         No Company Stock shall be issued or transferred upon exercise of any
         Grant hereunder unless and until all legal requirements applicable to
         the issuance or transfer of such Company Stock have been complied with
         to the satisfaction of the Committee.  The Committee shall have the
         right to condition any Grant made to any Non- Employee Director
         hereunder on such Director's undertaking in writing to comply with
         such restrictions on subsequent disposition of such shares of Company
         Stock as the Committee shall deem necessary or advisable as a result
         of any applicable law, regulation or official interpretation thereof,
         and certificates representing such shares may be legended to reflect
         any such restrictions.





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11.      HEADINGS.

         Section headings are for reference only.  In the event of a conflict
         between a title and the content of a Section, the content of the
         Section shall control.

12.      EFFECTIVE DATE.

         Subject to the approval of the Company's stockholders, this Plan shall
         be effective as of March 5, 1997 (the "Effective Date").  All Grants
         issued under the Plan as written prior to the Effective Date shall
         remain subject to the terms and conditions of such prior Plan;
         provided, however, that options covered by Grants under such prior
         Plan may be transferred to or for the benefit of the optionee's
         immediate family members pursuant to Section 6.

13.      MISCELLANEOUS.

         (a)     COMPLIANCE WITH LAW.  The Plan, the exercise of Grants and the
                 obligations of the Company to issue or transfer shares of
                 Company Stock under Grants shall be subject to all applicable
                 laws and to approvals by a governmental or regulatory agency
                 as may be required.  With respect to persons subject to
                 Section 16 of the Exchange Act, it is the intent of the
                 Company that the Plan and all transactions under the Plan
                 comply with all applicable provisions of Rule 16b-3 or its
                 successors under the Exchange Act.  The Committee may revoke
                 any Grant if it is contrary to law or modify a Grant to bring
                 it into compliance with any valid and mandatory government
                 regulation.  The Committee may, in its sole discretion, agree
                 to limit its authority under this Section.

         (b)     OWNERSHIP OF STOCK.  A grantee or Successor Grantee shall have
                 no rights as a stockholder with respect to any shares of
                 Company Stock covered by a Grant until the shares are issued
                 or transferred to the grantee or Successor Grantee on the
                 stock transfer records of the Company.





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