SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

POILLION WILLIAM A JR

(Last)

(First)

(Middle)

100 GLENBOROUGH

SUITE 100

(Street)

HOUSTON

77067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SR VP Production

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2004

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Award	02/01/2004		A		2,130	A	$0⁽²⁾	52,735⁽⁴⁾	D
Noble Energy Common Stock	02/02/2004		J		77	A	$0⁽³⁾	16,389	I	By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Noble Energy Stock Options	$44.465	02/01/2004		A		8,262		02/01/2005⁽¹⁾	02/01/2014	Noble Energy Common Stock	8,262	$0	8,262	D

Explanation of Responses:

1. Options vest 1/3 each year for 3 years

2. See Restricted Stock statement in the remarks. The FMV of Common Stock at grant of the Restricted Stock was $44.465.

3. See remarks for description of price calculation. The price used in this calculation was $44.20 per share.

4. 2,130 restricted shares and 50,605 unrestricted shares directly owned.

Remarks:

Between the last Section 16b reported transaction on Form 4 or Form 5 and this report; this reporting person acquired or held shares in a unit trust arrangement within the Noble Energy Inc., Defined Contribution Plan (401-k) representing shares of the Company's Common Stock. The change in units/shares within the Contribution Plan reflected in Column 4 of this filing is the Sum of the current balance in the Contribution Plan divided by the closing share price of the Company's Common Stock; substracted from the balance reflected in Column 5 of the last report filed. The balance of the units/shares in Column 5 of this filing is calculated by dividing the Sum of the current balance in the Contribution Plan by the closing price of the Company's Common Stock. Restricted stock will cliff vest at 3 years after date of grant assuming Noble's total shareholder return is at or above the industry peer group 25th percentile for the 3 year period beginning 2004 and ending 2006. Dividends (to the extent declared) will be paid on restricted shares equal to the amount paid to other shareholders. However, these dividends will only vest and be paid once the restricted shares are vested

	Arnold Johnson Attorney-in-fact for William A Poillion	02/03/2004
	James McElvany: Attorney-in-fact for William A Poillion	02/03/2004
	William Poillion	02/03/2004
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.