EXHIBIT 10(b)
                         SANTA FE ENERGY RESOURCES, INC.
                           INCENTIVE COMPENSATION PLAN
                         (AS AMENDED DECEMBER 12, 1995)

I.       OBJECTIVES

         The objectives of the Incentive Compensation Plan (the "Plan") are:

                           To communicate and focus management's attention on
                           significant business goals.
                           To identify and reward superior performance.
                           To provide a competitive compensation package to
                           attract and retain high quality key employees.

         The Plan is intended to encourage key management to achieve and surpass
         Company, group and individual objectives through establishing annual
         objectives, reviewing performance and awarding cash bonuses based on
         the achievement of such objectives.

         The purposes of the Plan are to achieve strong business performance,
         equitable compensation and a staff of high quality, motivated key
         employees.

II. ADMINISTRATION

         The Plan shall be under the direction of the  Compensation and Benefits
         Committee  ("Committee") of the Board of Directors of Santa Fe Energy
         Resources, Inc. (the "Company").

         However, the responsibility for ensuring that administrative procedures
         are established for Plan operation, that the Plan is managed in a
         timely and effective manner and that periodic analyses of the Plan's
         effectiveness are undertaken shall be the duty of a Plan Administrator
         appointed by the Committee, who need not be a member of the Committee.
         The Plan Administrator shall report his findings, conclusions and
         recommendations regarding the Plan's operation and effectiveness to the
         Committee from time to time.

         The Committee shall have such discretionary authority to administer the
         Plan, to construe and interpret the Plan, to decide all questions of
         eligibility, to determine the amount, manner and time of payment of any
         benefits hereunder and to make all other determinations deemed
         necessary or advisable for the administration of the Plan. The attached
         Administrative Guidelines have been adopted by the Committee and may be
         changed at any time by the Committee in its discretion.

III.     ELIGIBILITY

         Eligible employees under the Plan are those key employees of the
         Company and its subsidiaries who may have a substantial impact on the
         operating performance of the Company and its subsidiaries.

         Employment positions eligible for participation in the Plan each Plan
         Year, and the assigned levels of participation for such positions,
         shall be determined by the Committee based upon the recommendation of
         the Plan Administrator. However, the Committee may modify such
         recommendations in any manner it deems appropriate.

IV.      INCENTIVE OPPORTUNITIES

         The incentive award opportunity with respect to an eligible employment
         position shall be designed to reflect the overall impact of the
         position on Company performance and to provide a total cash
         compensation package for such position that is in line with key
         competitors of the Company.

V.       BASIS FOR DETERMINING THE INCENTIVE AWARD

         The incentive award may be based upon a combination of Company,
         operating unit and/or individual results, in the Committee's
         discretion.

         The combination of factors, and the respective weights, used in
         determining the maximum award for an eligible position will be
         established by the Committee on an annual basis. The maximum award with
         respect to an eligible position shall be expressed as a percentage
         (which shall not be less than 20% nor more than 100%) of the
         participant's base salary at the beginning of the Plan year. The
         percentage applicable to an eligible position shall be determined by
         the Committee. A participant's basis of participation in the Plan will
         be communicated to him in writing as early as possible in the Plan
         year. However, incentive awards may be increased by up to 25% at the
         discretion of the Committee or reduced or eliminated in certain
         instances pursuant to Article VII and/or VIII.

VI.      PERFORMANCE OBJECTIVES

         Performance objectives are intended to support the strategic mission of
         the Company and shall be:

                           Specific and based upon measurable results,
                           Challenging, but attainable, and
                           Tailored to each position.

         The basis and amount of the incentive award to be provided for
         different levels of performance will be established at the beginning of
         the Plan Year for each participating position. A performance schedule
         for each specific objective shall be established by the Committee to
         indicate the award payable at varying levels of performance.
         Performance objectives may be revised at any time by the Committee in
         light of unanticipated or extraordinary events.

         Specific objectives will be based primarily on the Company's business
         plans and competitive levels of performance. For any specific
         performance objective, the award payable (as a percent of the maximum)
         for a given level on performance will be consistent throughout the
         Plan.

         The Committee will assign objectives, based upon the recommendation of
         the Plan Administrator, which are appropriate to the managerial impact
         of each participant's position. As appropriate, the individual
         objectives may include divisional, district or combined operating unit
         performance objectives.

                  Performance objectives may include, among others:

                                   Pre-tax income and Cash Flow,
                                   Operating Expenses Control,
                                   Capital Spending Control,
                                   Reserve Additions,
                                   "Dry Hole Control",
                                   Reservoir Management,
                                   Prospect Development, and
                                   Land Management.

VII.     PERFORMANCE

         Performance will be reviewed at appropriate intervals as financial and
         operating results are available. At the end of each Plan Year, the
         determination of the achievement of the objectives for such Plan Year
         and the payment of awards earned will occur as soon as practicable
         after the compilation of the year-end financial and operating results.
         All financial and operating results will be reviewed by the Controller
         of the Company and the achievement of all individual objectives shall
         be approved by the President of the Company prior to the recommendation
         to the Committee of the payment of awards by the Plan Administrator.
         The Committee has the authority to approve all awards recommended for
         payment.

         At the discretion of the Committee, incentive awards, either
         individually or collectively, may be increased, decreased, or
         completely eliminated at any time during a Plan Year or after the end
         of the Plan Year but before payment of the basis of the following
         considerations:

                                    Company performance relative to its
                                    competitors,
                                    Balancing of long-term versus
                                    short-term considerations,
                                    Handling of unforeseen opportunities
                                    and obstacles, or
                                    Individual professional conduct.

VIII.    AWARD PAYMENTS

         Payment of earned awards will be made as soon as possible after the
         close of each Plan Year upon the approval of the Committee. Payments
         will be subject to all applicable tax withholding requirements.

         If a participant's employment terminates during a Plan Year, whether
         voluntarily or involuntarily, the participant shall forfeit all rights
         to any incentive award for the Plan Year, unless the Committee, in its
         discretion, elects to pay all or a portion of the award. If a
         participant voluntarily resigns after the Plan-Year end, but before
         payout, the participant shall be entitled to the incentive award
         payment, if any, he would be eligible to receive pursuant to Article
         VII.

         In the discretion of the Committee and the election of the participant
         - made irrevocably prior to the beginning of the applicable Plan Year -
         all or a portion of an incentive award for a Plan Year may be deferred
         until termination of employment or immediately prior to termination of
         employment. The methods of deferment and subsequent payment shall be
         determined by the Committee.

IX.      COMMUNICATIONS

         The effectiveness of the Plan depends upon participants fully
         understanding the purpose of the Plan, the performance objectives and
         the administration of the Plan. It shall be the responsibility of the
         Plan Administrator to ensure that all aspects of the Plan are presented
         to and understood by the participants.

X.       CHANGE IN CONTROL

         A "Change in Control" shall be deemed to have occurred if:

         a) any "person," as such term is used in Section 13(d) and 14(d) of the
            Securities Exchange Act of 1934, as amended (the "Exchange Act")
            (other than Santa Fe Pacific Corporation ("SFP"), any trustee or
            other fiduciary holding securities under an employee benefit plan of
            SFP, or any company owned, directly or indirectly, by the
            stockholders of SFP in substantially the same proportions as their
            ownership of stock of SFP), is or becomes the "beneficial Owner" (as
            defined in Rule 13d-3 under the Exchange Act), directly or
            indirectly, of securities of SFP representing 25% or more of the
            combined voting power of SFP's then outstanding securities;

         b) during any period of two consecutive years (not including any period
            prior to the effective date of this provision), individuals who at
            the beginning of such period constitute the Board of Directors of
            SFP, and any new director (other than a director designated by a
            person who has entered into an agreement with SFP to effect a
            transaction described in clause (a), (c) or (d) of this definition)
            whose election by the Board of Directors of SFP or nomination for
            election by SFP's stockholders was approved by a vote of at least
            two-thirds (2/3) of the directors then still in office who either
            were directors at the beginning of the period or whose election or
            nomination for election was previously so approved, cease for any
            reason to constitute at least a majority thereof;

         c) the stockholders of SFP approve a merger or consolidation of SFP
            with any other company other than (i) a merger or consolidation
            which would result in the voting securities of SFP outstanding
            immediately prior thereto continuing to represent (either by
            remaining outstanding or by being converted into voting securities
            of the surviving entity) more than 80% of the combined voting power
            of the voting securities of SFP (or such surviving entity)
            outstanding immediately after such merger or consolidation, or (ii)
            a merger or consolidation effected to implement a recapitalization
            of SFP (or similar transaction) in which no "person" (as hereinabove
            defined) acquires more than 25% of the combined voting power of
            SFP's then outstanding securities; or

         d) the stockholders of SFP adopt a plan of complete liquidation of SFP
            or approve an agreement for the sale or disposition by the Company
            of all or substantially all of SFP's assets. For purposes of this
            clause (d), the term "the sale or disposition by SFP of all or
            substantially all of SFP's assets" shall mean a sale or other
            disposition transaction or series of related transactions involving
            assets of SFP or of any direct or indirect subsidiary of SFP
            (including the stock of any direct or indirect subsidiary of SFP) in
            which the value of the assets or stock being sold or otherwise
            disposed of (as measured by the purchase price being paid therefor
            or by such other method as the Board of Directors of SFP determines
            is appropriate in a case where there is no readily ascertainable
            purchase price) constitutes more than two-thirds of the fair market
            value of SFP (as hereinafter defined). For purposes of the preceding
            sentence, the "fair market value of SFP" shall be the aggregate
            market value of the outstanding shares of common stock of SFP (on a
            fully diluted basis) plus the aggregate market value of SFP's other
            outstanding equity securities. The aggregate market value of the
            shares of common stock of SFP shall be determined by multiplying the
            number of shares of SFP's common stock (on a fully diluted basis)
            outstanding on the date of the execution and delivery of a
            definitive agreement with respect to the transaction or series of
            related transactions (the "Transaction Date") by the average closing
            price of the shares of common stock of SFP for the ten trading days
            immediately preceding the Transaction Date. The aggregate market
            value of any other equity securities of SFP shall be determined in a
            manner similar to that prescribed in the immediately preceding
            sentence for determining the aggregate market value of the shares of
            common stock of SFP or by such other method as the Board of
            Directors of SFP shall determine is appropriate.

         e) if SFP ceases to own 70% of the combined voting power of the then
            outstanding voting securities of the Company, the term "Company"
            shall be substituted for SFP as used in this definition of "Change
            in Control. Further, notwithstanding anything herein to the
            contrary, a pro-rata distribution by SFP to its stockholders of its
            interest in such voting securities of the Company shall not
            constitute a Change in Control.

         In the event that a Change in Control occurs, the performance
         objectives established pursuant to Section V hereof for the year during
         which the Change in Control occurred shall be deemed to have been met
         in full at the maximum performance level so established, and each
         participant shall be entitled to receive a bonus in respect of the year
         in which such Change in Control occurs; provided, however, that if a
         participant's employment is terminated prior to December 31 of such
         year, such participant shall be entitled to a prorated bonus, the
         amount of which shall be determined by multiplying the bonus which he
         would have been entitled had he remained employed until December 31 by
         a fraction, the numerator of which is the number of days in such year
         through the date of the participant's termination of employment, and
         the denominator of which is 365.

XI.      TERMINATION OR AMENDMENT

         The Plan may be terminated or amended at any time by the Board of
         Directors of the Company.

XII.     EFFECTIVE DATE

         This Plan is effective as of January 1, 1990.

                                  ATTACHMENT A

                            ADMINISTRATIVE GUIDELINES

         1. An employee's participation in the Plan will be based upon the
            calendar months in which the employee held a position eligible for
            participation during a Plan Year.

         2. The employee must be in an eligible position on the 1st day of the
            month in order to participate in the Plan for that month.

         3. Except as provided for in the Plan, an employee must be on the
            active payroll on the last day of the Plan Year in order to
            participate for any portion that year.

         4. If a participant transfers between eligible positions under the Plan
            during the Plan Year, his/her participation will be based on full
            months of participation in each position at the participation levels
            established for each position.

         5. New hires or employees who first assume an eligible position on
            October 1st or later in a given Plan Year are not eligible for
            participation in that Plan Year.

         6. Nothing contained in these Administrative Guidelines will take
            precedence over specific decisions rendered by the Committee
            concerning eligibility, participation, or other Plan administration
            policies and practices.