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                                                                    EXHIBIT 10.4

                       UNION PACIFIC RESOURCES GROUP INC.
                           DEFERRED COMPENSATION PLAN
                           FOR THE BOARD OF DIRECTORS
                              AMENDED AND RESTATED
                             EFFECTIVE JUNE 1, 1997


1.       PURPOSE

         The purpose of this Plan is to provide a means for deferring payment
         of all or a portion of any cash compensation, excluding expenses,
         payable to Directors for their service on the Board of Directors (the
         "Board") of Union Pacific Resources Group Inc. (the "Company") in
         accordance with the By-Laws of the Company.  Such compensation
         eligible to be deferred is referred to herein as "Compensation".

2.       ELIGIBILITY

         Any individual serving as a member of the Board as of the effective
         date of this Plan or who subsequently becomes a member is eligible
         under this Plan, provided that no member who is an employee of the
         Company or any of its subsidiaries shall be eligible under this Plan.

3.       PRIOR PLAN

         Any person who terminated service as a Director prior to the effective
         date of this Plan and who participated in and is entitled to benefits
         under the Union Pacific Resources Group Inc. Stock Unit Grant and
         Deferred Compensation Plan for the Board of Directors, effective
         September 28, 1995 (the "Prior Plan") shall continue to have such
         rights and be subject to such restrictions as would pertain to him or
         her under the Prior Plan.  Any person who is a Director on the
         effective date of this Plan and who participated in and is entitled to
         benefits under the Prior Plan shall now have such rights and be
         subject to such restrictions as would pertain to him or her under this
         Plan; provided, however, that under no circumstances shall any
         benefits or rights under the Prior Plan be diminished or impaired by
         this Plan.

4.       ELECTION

         Election to defer Compensation is to be made on or before December 31
         of any year for Compensation for services as a member of the Board for
         the following and later calendar years.

         Election to defer is a continuing election until changed by the
         Director on or before December 31 of any year for the then following
         and later calendar years.  However, once an election is made (and
         effective), subsequent elections will have no effect on the amounts,
         timing and manner of payment covered by the previous election.


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         Any newly elected Director who was not a Director on the preceding
         December 31 may elect, before his or her term begins, to defer
         Compensation for services as a member of the Board for the balance of
         the calendar year in which such election is made.

         Any Director who has not previously made a deferral election because
         such Director was not eligible to participate in this Plan, may elect,
         prior to the calendar quarter for which Compensation will initially be
         paid, to defer Compensation for services as a member of the Board for
         the balance of the calendar year in which such election is made.

         Forms shall be made available to Directors each year for the purpose
         of making or changing their election.

5.       AMOUNT

         All or any portion, in multiples of 10%, of a Director's Compensation
         may be deferred.

6.       DEFERRED ACCOUNTS

         Each Director shall have a Stock Unit Account and a Fixed Income
         Account (together, the "Accounts").  Amounts deferred pursuant to
         paragraph 4 may be credited to either Account, at the election of the
         Director made at the time of the deferral election, in multiples of
         10% of such Director's Compensation.

         (a)     STOCK UNIT ACCOUNT

                 (i)      Amounts deferred and credited to the Stock Unit
                          Account shall be converted into whole Stock Units on
                          the basis of the Fair Market Value of the Company's
                          Common Stock on the first business day of the month
                          following the quarter in which the Compensation was
                          earned, and cash shall be credited to the Stock Unit
                          Account in lieu of any fractional Stock Unit.  "Fair
                          Market Value" on a date means the average of the high
                          and low trading prices per share on that date, as
                          reported in The Wall Street Journal listing of
                          consolidation trading for New York Stock Exchange
                          issues.

                 (ii)     On the payment date for each cash dividend or other
                          cash distribution with respect to the Company's
                          Common Stock, each Director's Stock Unit Account
                          shall be credited with an amount equal to the amount
                          of the per share dividend or distribution, multiplied
                          by the number of Stock Units in such Account, and, if
                          such Director is then serving as a member of the
                          Board, shall be converted into whole Stock Units on
                          the basis of the Fair Market Value of the Company's
                          Common Stock on the payment date for such dividend or
                          distribution, and cash shall be credited to the Stock
                          Unit Account in lieu of any fractional Stock Units.
                          If a Director is no longer serving as a member of





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                          the Board on the payment date for such dividend or
                          distribution, the amount representing such dividend
                          or distribution shall be paid out of the Stock Unit
                          Account to such Director as soon as practicable after
                          the payment date for such dividend or distribution.
                          Except as provided in the preceding sentence, any
                          cash credited to a Director's Stock Unit Account
                          shall be added to other cash credited to such Account
                          and converted into a whole Stock Unit on the date
                          sufficient cash exists to purchase a whole Stock
                          Unit, based on the Fair Market Value of the Company's
                          Common Stock on such date.

                 (iii)    In the event of a subdivision or combination of
                          shares of Company Stock, the number of Stock Units
                          credited to the Stock Unit Accounts on the effective
                          date of such subdivision or combination shall be
                          proportionately subdivided or combined as the case
                          may be.  No adjustment shall be made in Stock Units
                          in connection with the issuance by the Company of any
                          rights or options to acquire additional shares of
                          Company Common Stock or securities convertible into
                          Company Common Stock.  In the event of any stock
                          dividend or reclassification of Company Common Stock,
                          any merger or consolidation to which the Company is a
                          party, or any spinoff of shares or distribution of
                          property other than cash with respect to the Company
                          Common Stock, the Committee shall cause appropriate
                          adjustments, if any, to be made in the Stock Units to
                          reflect such stock dividend, reclassification, merger
                          or consolidation, spinoff or distribution of
                          property.

         (b)     FIXED INCOME ACCOUNT.  Amounts credited to the Fixed Income
                 Account shall earn interest compounded quarterly, from the
                 date the Compensation would otherwise have been paid until it
                 is actually paid in full.  The rate of interest shall be set
                 at an annual rate equal to the average for the previous four
                 years of the interest rates for the months of December in each
                 such years on Moody's A Public Utility Bond Yields and Moody's
                 A Corporate Bond Yields.

7.       DISTRIBUTION

         All distribution from Accounts shall be made in cash.  For purposes of
         distributions from the Stock Unit Account, each Stock Unit shall be
         converted into an amount of cash equal to the Fair Market Value of one
         share of the Company's Common Stock on the first business day of the
         month in which such distribution is made.  The Director must elect, at
         the same time and on the same form provided to elect a deferral of
         Compensation, the timing and manner of payment of such Compensation.

         -       TIMING OF PAYMENT: Distributions from the Accounts shall begin
                 following termination from the Board for any reason, provided
                 that in the case of distributions from the Fixed Income
                 Account, the Director may elect that distributions begin
                 following retirement from the Director's principal occupation.





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         -       MANNER OF PAYMENT: The Director may elect to receive payment
                 from the Accounts in a lump sum or in a number of annual
                 installments of an aggregate amount of cash equal to the value
                 of the accounts maintained for the Director in the Accounts at
                 the Valuation Date next preceding the installment payment
                 divided by the remaining number of such annual installments.
                 The installments may be paid over a period of either 5 or 10
                 years.

         The lump sum or first installment is to be paid in January of the year
         following the year of termination or retirement, as elected by the
         Director, and any remaining installments in January of each succeeding
         year until the total balance is paid.

         Distributions from the Stock Unit Account in installments shall be
         based on equal numbers of Stock Units in each installment.

         In the event of the death of a Director then serving as a member of
         the Board or a terminated or retired Director entitled to a
         distribution under this Plan, the balance of theAccounts shall be
         payable to the estate or designated beneficiary in full during the
         January of the year following the year of such Director's, terminated
         Director's or retired Director's death.

         The Director may designate his or her beneficiary at the same time he
         or she elects deferral of Compensation.  However, the latest
         designated beneficiary will be the beneficiary or beneficiaries for
         the total of all distributions from the Accounts.  The designated
         beneficiary may be changed at any time on a form provided by the
         Secretary of the Company, provided that no designation will be
         effective unless it is filed with the Secretary of the Company prior
         to the Director's death.

8.       UNFUNDED PLAN

         The liability of the Company to any Director, terminated Director,
         retired Director or his or her estate or designated beneficiary under
         the Plan shall be that of a debtor only pursuant to such contractual
         obligations as are created by the Plan, and no such obligation of the
         Company shall be deemed to be secured by any assets, pledges, or other
         encumbrances on any property of the Company.

9.       INALIENABILITY OF DEFERRED COMPENSATION

         Except to the extent of the rights of a designated beneficiary, no
         distribution pursuant to, or interest in, the Plan may be transferred,
         assigned, pledged or otherwise alienated and no such distribution or
         interest shall be subject to legal process or attachment for the
         payment of any claims against any individual entitled to receive the
         same.





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10.      CONTROLLING STATE LAW

         All questions pertaining to the construction, regulation, validity and
         effect of the Plan shall be determined in accordance with the laws of
         the State of Texas.

11.      AMENDMENT

         The Board of Directors of the Company in its sole discretion may
         amend, suspend or terminate the Plan at any time.  However, any such
         amendment, suspension or termination of the Plan may not adversely
         affect any Director's or his or her beneficiary's rights with respect
         to Compensation previously deferred.

12.      ADMINISTRATION

         Administration of the Plan will be coordinated by the Finance
         Department of the Company.  Administration will include, but not be
         limited to, crediting of deferred compensation, dividends and accrued
         interest to individual Director accounts and ultimate disbursement of
         deferred amounts.

13.      EFFECTIVE DATE

         This Plan shall become effective June 1, 1997, applicable only to
         compensation for services rendered on or after that date.





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