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

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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^*

HUTTON KEITH A

(Last)

(First)

(Middle)

810 HOUSTON STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP-Operations

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2004

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)
Common Stock	02/26/2004		M⁽¹⁾		24,000	A	$0	728,810	D
Common Stock	02/26/2004		F⁽²⁾		9,973	D	$29.48	718,837	D
Common Stock	02/27/2004		M⁽³⁾		6,000	A	$0	724,837	D
Common Stock	02/27/2004		M⁽⁴⁾		17,575	A	$0	742,412	D
Common Stock	02/27/2004		F⁽²⁾		9,772	D	$29.83	732,640	D
Common Stock								23,908⁽⁵⁾	I	401(k) Plan

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)
Performance Shares	$0	02/26/2004		M⁽¹⁾			24,000	02/26/2004⁽¹⁾	12/30/2013	Common Stock	24,000	$0	0	D
Performance Shares	$0	02/27/2004		A⁽⁶⁾		24,000		⁽⁶⁾	02/27/2014	Common Stock	24,000	$0	24,000	D
Performance Shares	$0	02/27/2004		M⁽³⁾			6,000	02/27/2004⁽³⁾	11/18/2013	Common Stock	6,000	$0	0	D
Performance Shares	$0	02/27/2004		M⁽⁴⁾			17,575	02/27/2004⁽⁴⁾	11/18/2013	Common Stock	17,575	$0	35,150	D

Explanation of Responses:

1. Vesting of performance shares granted on December 30, 2003 under the 1998 Stock Incentive Plan when the common stock traded at or above $29.83.

2. Shares withheld in payment of tax liabilities in accordance with Rule 16b-3.

3. Partial vesting (50%) of performance shares granted on November 18, 2003 under the 1998 Stock Incentive Plan when the common stock traded at or above $30.00.

4. Partial vesting (25%) of performance shares granted on November 18, 2003 under the 1998 Stock Incentive Plan when the common stock traded at or above $30.00.

5. Shares owned as of February 25, 2004 through the 401(k) Plan.

6. Grant of performance shares under the 1998 Stock Incentive Plan that will vest when the common stock trades at or above $31.08.

	Frank G. McDonald, Attorney-in-Fact for Keith A. Hutton	03/01/2004
	** 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).
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