8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 15, 2005 (December 12, 2005)

NOBLE CORPORATION

(Exact name of Registrant as specified in its charter)

Cayman Islands	0-13857	98-0366361
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13135 South Dairy Ashford, Suite 800
Sugar Land, Texas	77478
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (281) 276-6100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-2(c))

Item 1.01. Entry into Material Definitive Agreement.

     On December 12, 2005, Noble Corporation (the Company”) agreed to acquire, directly and indirectly, 21,095,600 Class A shares and 2,501,374 Class B shares of Smedvig ASA (“Smedvig”). The purchase price for the Class A shares is NOK 200.00 per share and for the Class B shares is NOK 150.00 per share, totaling NOK 4,594,326,100 (or approximately US$695 million). Smedvig, headquartered in Stavanger, Norway, is a provider of harsh environment drilling rigs, self-erecting tender rigs and engineering services. The Class A Shares and Class B Shares of Smedvig are listed for trading on the Oslo Stock Exchange, and American Depository Shares representing Class A shares and Class B shares of Smedvig are traded on the New York Stock Exchange.

     The acquisition is scheduled to close on December 23, 2005, subject to any required regulatory approvals. Following the acquisition, the Company will hold, directly and indirectly, 21,095,600 of the voting Class A shares and 2,501,374 Class B shares (which are generally non-voting) of Smedvig, or approximately 39.24% of the Class A shares and approximately 28.87% of the total issued and outstanding shares in Smedvig. The Company does not hold other rights to shares in Smedvig.

     The Company expects to pay the purchase price with available cash, funds available under the Company’s existing bank credit agreement, and/or funds generated from the public or private issuance of debt securities.

     The Share Purchase Agreement relating to the Company’s acquisition of shares in Smedvig is filed herewith as Exhibit 10.1.

Item 7.01. Regulation FD Disclosure

     On December 13, 2005, the Company issued a press release announcing the agreement to purchase shares of Smedvig. The press release is furnished herewith as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit 10.1	Share Purchase Agreement between Noble Corporation and Nora Smedvig, Peter T. Smedvig, Hjordis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig Capital AS, dated December 12, 2005.
Exhibit 99.1	Noble Corporation Press Release of December 13, 2005, Announcing Agreement to Purchase Shares of Smedvig ASA.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NOBLE CORPORATION
Date: December 15, 2005	By:	/s/ Bruce W. Busmire
		Bruce W. Busmire
		Senior Vice President and Chief Financial
		Officer

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 10.1	Share Purchase Agreement between Noble Corporation and Nora Smedvig, Peter T. Smedvig, Hjordis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig Capital AS, dated December 12, 2005.
Exhibit 99.1	Noble Corporation Press Release of December 13, 2005, Announcing Agreement to Purchase Shares of Smedvig ASA.

EX-10.1

EXHIBIT 10.1

SHARE PURCHASE AGREEMENT

This Share Purchase Agreement (the “Agreement”) is entered into on this 12th day of December, 2005 by and between:

(1) Nora Smedvig, Peter T. Smedvig, Hjørdis Smedvig, HKS AS, AS Veni, Petrus AS and Peder Smedvig Capital AS (each a “Seller”, collectively the “Sellers”)

and

(2) Noble Corporation (the “Buyer”, together with the Sellers referred to as the “Parties”, individually a “Party”)

WHEREAS:—

(A) Peter T. Smedvig, HKS AS, Petrus AS, AS Veni and Peder Smedvig Capital AS (the “PSCI Shareholder”) own all 9,002 shares, constituting 100% of shares (the “PSCI Shares”) in Peder Smedvig Capital I AS (“PSCI”), and PSCI is the owner of 18,856,098 A-shares and 2,501,374 B-shares in Smedvig ASA;

(B)	Nora Smedvig, Peter T. Smedvig, Hjørdis Smedvig and AS Veni are the owners of a total of 2,852,756 A-shares in Smedvig ASA, of which 2,239,502 are subject to the terms of this Agreement (which shares are hereinafter collectively the “Smedvig Shares”, together with the PSCI Shares referred to as the “Sale Shares”)
(C)	Subject to the terms and conditions set out herein, the Sellers wish to sell, and the Buyer wishes to purchase, all of the Sale Shares;

NOW, THEREFORE, the Parties have agreed as follows:

1.	Subject to the terms of this Agreement, the Sellers hereby sell, and Buyer hereby purchases all of the Sale Shares. The ownership of each Seller in respect of the relevant Sale Shares is set out in Appendix 1 hereto.
2.	The purchase price for the PSCI Shares is NOK 460,611.61 per share (derived from the value of its A- and B-shares divided with the 9,002 shares in PSCI), totalling NOK 4,146,425,700, which amount shall be increased adjusted NOK for NOK (i) for any cash held by PSCI on the Closing Date (as defined below, and expected to be in the range of NOK 17 mill.).

The purchase price for the Smedvig Shares is NOK 200 per share, totalling NOK 447,900,400.

Accordingly, the total consideration payable for the Sale Shares amount to NOK 4,594,326,100, subject to any adjustment as set out in the first and/or 7^th paragraph of this Clause 2 (the “Purchase Price”).

The Purchase Price shall be paid into account no. 6350.05.19330 (Swift: NDEANOKK/IBAN: NO39 63500519330) with Nordea Bank Norge ASA, P.O.Box 750, 4004 Stavanger in the name of Peder Smedvig AS for distribution between the Sellers as per separate agreement among themselves.

The Purchase Price shall be payable on 23 December 2005 (the “Closing Date”) for same day value against transfer of the Sale Shares to the Buyer. The transfer of title to the PSCI Shares shall be recorded in the share register of PSCI simultaneous with the payment of the Purchase Price, and title to the Smedvig Shares shall be registered with the Securities Register (Verdipapir-sentralen) as soon as practically possible following instructions in respect thereof being given by the relevant Sellers to their account manager(s) simultaneous with transfer of the Purchase Price.

It is acknowledged and agreed that, in the event the Buyer (or any affiliated party of the Buyer) during the 12 month period from the date hereof shall sell or purchase (in a market transaction or by way of a public offer) any A-shares and/or B-shares in Smedvig ASA or any options or other rights to such shares at a total price per share higher than, in the case of the A-shares, NOK 200 per such share, and/or, in the case of B-shares NOK 150 per such share, the purchase price for the relevant Sales Shares shall be adjusted accordingly, NOK for NOK, and be payable to the relevant Sellers within 7 days from the completion of any such transaction (but in the case of any option, derivative contract or other arrangement in respect of the underlying transaction, regardless of whether the completion takes place within the said 12 month period).

In case of delayed payment of the Purchase Price or adjusted part thereof as per the preceding paragraph (or any part thereof) the Buyer shall pay default interest at a rate of 9% (nine per cent) per annum from the relevant due date until payment in full has been received by the relevant sellers.

3. Each Seller represents and warrants that as far as such Seller is concerned

(i)

such Seller is the sole owner of the relevant Sale Shares set out opposite its name in Appendix 1 hereto;

(ii)

the Sale Shares sold by such Seller (and the 18,856,098 A-shares and 2,501,374 B-shares in Smedvig owned by PSCI) are free of any liens, charges or other encumbrances of any nature, and there are no restrictions, pre-emptive rights or other corporate or contractual hindrances which have not been waived or shareholder consents required which affect the valid sale and transfer to the Buyer of the relevant Sale Shares.

4.	The Sellers make no representation of any nature in respect of the affairs or financial condition of Smedvig ASA or its subsidiaries. It is mutually acknowledged and agreed that the Buyer has made his investment decision on the basis of publicly available information and such considerations and assessments as he has made on an independent basis.
5.	Each PSCI Shareholder represents and warrants on a several basis in accordance with their relevant proportionate selling interest in relation to the PSCI Shares as set out in Appendix 1 that, in respect of PSCI:

(i)	it is a Norwegian private limit liability company, duly incorporated and validly existing under the laws of Norway;
(ii)	its share capital amounts to NOK 301,604,164, divided into 9,002 shares, each with a par value of NOK 33,504.128416 per share, fully paid;
(iii)	its articles of association are as set out in Appendix 2 hereto, and no resolution has been proposed or adopted to make any change thereto;
(iv)	its unaudited financial accounts per 12 December, 2005, attached as Appendix 3 hereto, have been prepared in accordance with Norwegian generally accepted accounting principles and give a fair and true view of its financial condition as at such date, and that as of the Closing Date no liabilities of any nature (actual, contingent or otherwise) other than those reflected in the said accounts and the notes thereto have been incurred since 12 December, 2005;
(v)	it is not involved in any dispute of any nature, and no litigation or claim is pending or has been notified or threatened.

6.	The Buyer represents and warrants that it has taken all requisite corporate action for it to enter into this Agreement and perform its obligations hereunder. The Sellers represent and warrant that the aggregate number of A-shares in Smedvig constituting part of the Sale Shares (directly and indirectly) constitute less than 40 percent of the issued and outstanding A-shares in Smedvig.
7.	The Buyer undertakes to propose and vote in favour of a name change so that the “Smedvig” name will be removed from the name of Smedvig ASA and its subsidiaries and thereafter not be used by the alien group of companies. The Buyer will present such proposal as soon as reasonably practical and feasible, but in any event before 24 months from the date of this Agreement.
	The Buyer undertakes to cause the company name of PSCI to be changed so that the “Smedvig” name will be removed no later than by 31 December 2005.
8.	The Parties will, immediately following the signature of this Agreement issue mutually agreed press releases which, in the case of the Sellers, shall read as set out in Appendix 4, and, in the case of the Buyer, as set out in Appendix 5 hereto.

9.	Each Party shall cover its own expenses and disbursements incurred in connection with the preparation, negotiation and implementation of this Agreement.
10.	This Agreement is final and binding, and unconditional (except as explicitly stated herein).
11.	This Agreement shall be governed by Norwegian law. Any dispute, which can not be settled amicably, shall be referred to arbitration in accordance with the Norwegian Arbitration Act. Each Party shall, within 30 days of a written request to instigate arbitration proceedings, appoint one arbitrator, and the two arbitrators so appointed shall jointly appoint a third arbitrator, who shall act as the chairman of the arbitration panel. If a Party fails to appoint an arbitrator within the specified period, or the two appointed arbitrators have not agreed on the appointment of the chairman within 30 days from the appointment of the last of the two arbitrators, the relevant appointment shall be made by the Chief Justice of the Oslo City Court.
	Each Party may require that the arbitration proceedings be held in the English language, and that all briefs, documents and other written materials be prepared in the English language or with an authorised English translation of any non-English material. The arbitration award shall, except as otherwise permitted under the Arbitration Act, be final and binding on the parties.
	The parties agree to conclude a separate agreement on confidentiality pertaining to the arbitration proceedings and the non-publication of the award if proceedings are commenced.

This Agreement has been executed by fax on the date hereof, following which it will be re-executed in 2 original counterparts, of which the Buyer and Peter T Smedvig retains one original each, and each of the Sellers (other than Peter T Smedvig) receives a certified copy.

As Sellers:

/s/ Odd Torland	/s/ Odd Torland
for Nora Smedvig	for Peter T. Smedvig
/s/ Odd Torland	/s/ Odd Torland
for Hjørdis Smedvig	HKS AS

/s/ Odd Torland	/s/ Odd Torland
AS Veni	Petrus AS
/s/ Odd Torland
Peder Smedvig Capital AS
As Buyer:
/s/ James C. Day
Noble Corporation
James C. Day, Chairman, Chief Executive Officer and President

Appendices 1 through 5

[Appendices 1 through 5 shall be furnished to the Commission upon request.]

EX-99.1

Exhibit 99.1

	NOBLE CORPORATION
NEWS	13135 South Dairy Ashford, Suite 800 Sugar Land, TX 77478
	Phone: 281-276-6100 Fax: 281-491-2092

NOBLE CORPORATION ANNOUNCES
AGREEMENT TO PURCHASE SHARES OF SMEDVIG ASA

     SUGAR LAND, Texas, December 13, 2005 – Noble Corporation (NYSE: NE) (the “Company”) announced today that it has entered a share purchase agreement with Peter T. Smedvig and members of his family and entities he controls to purchase (directly and indirectly) 21,095,600 Class A shares and 2,501,374 Class B shares of Smedvig ASA. Smedvig ASA is recognized as a leading provider of premium harsh environment drilling rigs, self-erecting tender rigs and engineering services. The purchase price for the Class A shares is NOK 200 per share and for the Class B shares is NOK 150 per share. The closing is scheduled for December 23, 2005, subject to any required regulatory matters. The Company expects to pay the purchase price with available cash, funds available under the Company’s existing bank credit agreement, and/or funds generated from the public or private issuance of debt securities.

     James C. Day, Chairman of the Board, Chief Executive Officer and President of the Company, said, “The performance of the Smedvig team is widely recognized within our industry. This investment represents a unique opportunity for Smedvig’s and Noble’s management, operational and engineering teams to complement one another in key drilling markets. Smedvig’s significant presence in Stavanger, Norway, and Singapore will leverage our collective global efforts in drilling operations and major new shipyard construction projects. We believe this affiliation will capitalize on the robust demand for safe and efficient drilling operations worldwide.”

     The Company will conduct a management conference call on Tuesday, December 13, 2005 at 8:00 a.m., Central Time, to discuss this news release.

What:	Noble Corporation Management Conference Call
When:	Tuesday, December 13, 2005 at 8:00 a.m., Central Time
Phone:	1-212-271-4650 – Access code is 21259584 or Noble Corporation Conference Call
Website:	Live webcast available at http://www.noblecorp.com
How:	Visit the “Investor Relations” area of the Company’s website, click on “Webcast” and follow the instructions provided. (Note: Visit the Company’s website prior to the scheduled broadcast time in order to download, install and register any audio software that may be required in order to access the webcast).

     A replay of the conference call will be available on Tuesday, December 13, 2005, beginning at 12:00 p.m., Central Time, through Tuesday, December 20, 2005 ending at 5:00 p.m., Central Time. The phone number for the conference call replay is (800) 633-8284 or internationally (402) 977-9140. The access code is the same (as indicated above for the conference call).

     The Company will also publish this news release on its website at http://www.noblecorp.com.

     Noble Corporation is a leading provider of diversified services for the oil and gas industry. Contract drilling services are performed with the Company’s premium fleet of 62 mobile offshore drilling units located in key markets worldwide. This fleet consists of 13 semisubmersibles, three dynamically positioned drillships, 43 jackups and three submersibles. The fleet count includes two new F&G JU-2000E enhanced premium jackups, with scheduled delivery of the first unit in the third quarter of 2007 and the second unit in the first quarter of 2008. As previously announced, these units have been contracted. Approximately 80 percent of the fleet is currently deployed in international markets, principally including the Middle East, Mexico, the North Sea, Brazil, West Africa, India, and the Mediterranean Sea. The Company provides technologically advanced drilling-related products and services designed to create value for our customers. The Company also provides labor contract drilling services, well site and project management services, and engineering services. The Company’s ordinary shares are traded on the New York Stock Exchange under the symbol “NE”.

     This news release may contain “forward-looking statements” about the business, financial performance and prospects of the Company. Statements about the Company’s or management’s plans, intentions, expectations, beliefs, estimates, predictions, or similar expressions for the future are forward-looking statements. No assurance can be given that the outcomes of these forward-looking statements will be realized, and actual results could differ materially from those expressed as a result of various factors. A discussion of these factors, including risks and uncertainties, is set forth from time to time in the Company’s filings with the U.S. Securities and Exchange Commission.

     Additional information on Noble Corporation is available via the worldwide web at http://www.noblecorp.com.

NC-355
12/13/05
For additional information, contact:
Bruce W. Busmire, Senior Vice President and Chief Financial Officer
Noble Corporation, 281-276-6100