SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Massaro Lawrence S

(Last)

(First)

(Middle)

4 WATERWAY SQUARE PLACE, STE 100

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2012

3. Issuer Name and Ticker or Trading Symbol
NEWFIELD EXPLORATION CO /DE/ [ NFX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP - Corporate Development

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
common stock	366⁽¹⁾	D
common stock	638	I	By 401(k)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Unit⁽²⁾	04/01/2014	04/01/2016	common stock	12,500	$0	D
Restricted Stock Unit⁽³⁾	09/01/2012	09/01/2014	common stock	7,500	$0	D
Restricted Stock Unit⁽⁴⁾	04/15/2015	02/10/2022	common stock	7,800	$0	D
Restricted Stock Unit⁽⁵⁾	08/15/2012	08/15/2015	common stock	12,400	$0	D

Explanation of Responses:

1. These shares were acquired by the reporting person on December 31, 2011 pursuant to the Newfield Exploration Company Employee Stock Purchase Plan.

2. Restricted Stock Units were granted on May 4, 2011under the Companys 2009 Omnibus Stock Plan and vest in 33% increments on April 1, 2014, 2015 and 2016.

3. Restricted Stock Units were granted on August 24, 2011 under the Companys 2011 Omnibus Stock Plan and vest in 33% increments on September 1, 2012, 2013 and 2014.

4. Restricted Stock Units were granted on February 10, 2012 under the Companys 2011 Omnibus Stock Plan and have the potential to vest beginning on April 15, 2015 based on certain performance criteria.

5. Restricted Stock Units were granted on February 10, 2012 under the Companys 2011 Omnibus Stock Plan and vest in 25% increments on August 15, 2012, 2013, 2014 and 2015.

	/s/ Melissa L. Mong as attorney-in-fact for Lawrence S. Massaro	05/17/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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