S-8

As filed with the Securities and Exchange Commission on November 8, 2011

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

NOBLE ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	73-0785597
(State of Incorporation)	(IRS Employer Identification No.)
100 Glenborough Drive, Suite 100
Houston, Texas	77067
(Address of Principal Executive Offices)	(Zip Code)

Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan
(Full Title of the Plan)

Kenneth M. Fisher	Copies to:
Senior Vice President and Chief Financial Officer	Joe Dannenmaier
Noble Energy, Inc.	Harry R. Beaudry
100 Glenborough Drive, Suite 100	Thompson & Knight LLP
Houston, Texas 77067	333 Clay Street, Suite 3300
(281) 872-3100	Houston, Texas 77002
(Name, Address and Telephone Number, Including	(713) 654-8111
Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o
Non-accelerated filer o	(Do not check if a smaller reporting company)	Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of securities	Amount	Proposed maximum	Proposed maximum	Amount
to be	to be	offering price	aggregate	of
registered	registered (1)(2)	per share (3)	offering price (3)	registration fee
Common Stock, $3.33 1/3 par value per share	7,000,000 shares	$87.24	$610,680,000	$69,984

(1)	Registrant is registering an additional 7,000,000 shares under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan pursuant to this Registration Statement.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also include such additional indeterminate number of shares of common stock as may become issuable under the plans as a result of stock splits, stock dividends or similar transactions.
(3)	Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the common stock of Registrant reported on the New York Stock Exchange for November 2, 2011.

INTRODUCTION

          Noble Energy, Inc. (“Noble Energy,” “we,” “us” or “our”) is filing this Registration Statement with the U.S. Securities and Exchange Commission (the “Commission”) for the purpose of registering 7,000,000 additional shares of our common stock, par value $3.33¹/₃ per share, for issuance under the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan. Pursuant to General Instruction E to Form S-8, the contents of Noble Energy’s earlier Registration Statements relating to the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (the “1992 Plan”) including Registration Statement No. 333-158922 filed with the Commission on April 30, 2009, Registration Statement No. 333-108162 filed with the Commission on August 22, 2003, Registration Statement No. 333-39299 filed with the Commission on October 31, 1997 and Registration Statement No. 333-54084 filed with the Commission on November 2, 1992, are hereby incorporated by reference, except as revised in Part II of this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

          The documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.

PART II

INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

          The Commission allows us to “incorporate by reference” into this Registration Statement the information we file with it, which means that we can disclose important information to you by referring you to those documents. Information filed with the Commission after the date of this Registration Statement will update and supersede this information. We incorporate by reference the documents listed below and future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any information furnished pursuant to Item 2.02 or Item 7.01 on any current report on Form 8-K) until all of our common stock covered by this Registration Statement is issued or a post-effective amendment to this Registration Statement is filed that deregisters all of such common stock then remaining unsold.

          The following documents filed with the Commission are hereby incorporated by reference:

• our annual report on Form 10-K for the year ended December 31, 2010;

• our quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2011, June 30, 2011 and September 30, 2011;

• our current reports on Form 8-K, filed with the Commission on February 4, 2011, February 18, 2011, February 22, 2011, March 22, 2011, April 27, 2011, August 23, 2011, October 5, 2011, October 18, 2011 and October 31, 2011; and

• the description of our common stock set forth in our registration statements filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing), at no cost, by writing to us at the following address or calling the following number:

Noble Energy, Inc.
100 Glenborough Drive
Suite 100
Houston, Texas 77067
(281) 872-3100
Attention: Secretary

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Item 4. Description of Securities.

          Not Applicable

Item 5. Interests of Named Experts and Counsel.

          Not Applicable

Item 6. Indemnification of Directors and Officers.

          Article VI of our bylaws, as amended, provides for indemnification of officers and directors of Noble Energy, Inc., as well as its employees if desired, to the extent authorized by the Delaware General Corporation Law. Pursuant to Section 145 of the DGCL, we generally have the power to indemnify our current and former directors, officers, employees and agents against expenses and liabilities that they incur in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, our best interests, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The statute expressly provides that the power to indemnify or advance expenses authorized thereby is not exclusive of any rights granted under any charter provision, bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to actions in such person’s official capacity and as to action in another capacity while holding such office. We also have the power to purchase and maintain insurance for such directors and officers.

          We have also entered into individual indemnification agreements with our directors and executive officers. These agreements indemnify those directors and officers to the fullest extent permitted by law against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of Noble Energy.

Item 7. Exemption from Registration Claimed.

          Not Applicable.

Item 8. Exhibits.

          Reference is made to the Exhibit Index for a detailed list of exhibits filed as a part hereof.

Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

     (ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement;

     (iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on November 7, 2011.

NOBLE ENERGY, INC.
By:	/s/ Charles D. Davidson
	Charles D. Davidson
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Charles D. Davidson, Kenneth M. Fisher and Arnold J. Johnson, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated below on November 7, 2011.

Signature	Title
/s/ Charles D. Davidson	Chairman of the Board, Director and Chief Executive Officer
Charles D. Davidson	(Principal Executive Officer)
/s/ Kenneth M. Fisher	Senior Vice President and Chief Financial Officer
Kenneth M. Fisher	(Principal Financial Officer)
/s/ Frederick B. Bruning	Vice President, Chief Accounting Officer
Frederick B. Bruning	(Principal Accounting Officer)
/s/ Jeffrey L. Berenson	Director
Jeffrey L. Berenson
/s/ Michael A. Cawley	Director
Michael A. Cawley
/s/ Edward F. Cox Edward F. Cox	Director
/s/ Thomas J. Edelman	Director
Thomas J. Edelman
/s/ Eric P. Grubman	Director
Eric P. Grubman
/s/ Kirby L. Hedrick	Director
Kirby L. Hedrick

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Signature	Title
/s/ Scott D. Urban	Director
Scott D. Urban
/s/ William T. Van Kleef	Director
William T. Van Kleef

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INDEX TO EXHIBITS

Exhibit
No.		Description
	4.1	Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (as amended through April 26, 2011), (filed as exhibit 10.1 to Registrant’s Current Report on Form 8-K (Date of Event: April 26, 2011) filed April 27, 2011 and incorporated herein by reference).
	5.1*	Opinion of Thompson & Knight LLP
	23.1*	Consent of KPMG LLP, Independent Registered Public Accounting Firm
	23.2*	Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm
	23.3*	Consent of Thompson & Knight LLP (included in Exhibit 5.1)
	23.4*	Consent of Netherland, Sewell & Associates, Inc.
	24.1*	Power of Attorney (included in Part II as a part of the signature page of the Registration Statement).

* Filed herewith.

EX-5.1

EXHIBIT 5.1

[LETTERHEAD OF THOMPSON & KNIGHT LLP]

November 7, 2011

Noble Energy, Inc.
100 Glenborough Drive, Suite 100
Houston, Texas 77067

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     We have acted as counsel for Noble Energy, Inc., a Delaware corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of 7,000,000 shares of the Company’s common stock, par value $3.33¹/₃ per share (the “Shares”), for issuance and sale pursuant to the Noble Energy, Inc. 1992 Stock Option and Restricted Stock Plan (the “1992 Plan”).

     We have participated in the preparation of the Company’s Registration Statement on Form S-8 (the “Registration Statement”), filed on this date with the Securities and Exchange Commission, relating to the registration of the Shares under the 1933 Act.

     In connection herewith, we have examined and relied without independent investigation as to matters of fact upon such certificates of public officials, such statements and certificates of officers of the Company and originals or copies certified to our satisfaction of the Registration Statement, the 1992 Plan, the Certificate of Incorporation, and the Bylaws of the Company as now in effect and minutes of all pertinent meetings and actions of the Board of Directors of the Company.

     In rendering this opinion, we have assumed the genuineness of all signatures on all documents examined by us, the due authority of the parties signing such documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and that the offer and sale of the Shares complies in all respects with the terms, conditions and restrictions set forth in the Registration Statement and the 1992 Plan. The Company has represented to us and we have also assumed that the Company has reserved from its duly authorized capital stock a sufficient number of shares of common stock as were approved by the Company’s stockholders for issuance under the 1992 Plan. We have also assumed that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved common stock, solely for the purpose of enabling it to issue the Shares in accordance with the 1992 Plan, the number of Shares which are then issuable and deliverable upon the settlement of awards under the 1992 Plan.

     Our opinion is limited to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America. We are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

     This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us and as of such date. In addition, in rendering this opinion, we assume no obligation to revise, update or supplement this opinion (i) should the present aforementioned laws be changed by legislative action, judicial decision or otherwise, or (ii) to reflect any facts or circumstances which may hereafter come to our attention.

     Based upon, subject to and limited by the foregoing, we are of the opinion and so advise you that the issuance of the Shares has been duly authorized and, when issued, delivered and fully paid for in accordance with the terms of the Registration Statement and the 1992 Plan, such Shares will be validly issued, fully paid and nonassessable.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Thompson & Knight LLP

THOMPSON & KNIGHT LLP

EX-23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Noble Energy, Inc.:

We consent to the use of our reports dated February 10, 2011, with respect to the consolidated balance sheets of Noble Energy, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, shareholders’ equity, cash flows, and comprehensive income for each of the years in the three-year period ended December 31, 2010, and the effectiveness of internal control over financial reporting as of December 31, 2010, incorporated herein by reference.

/s/ KPMG LLP

Houston, Texas
November 7, 2011

EX-23.2

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Noble Energy, Inc. of our report dated February 12, 2010, relating to the financial statements of Alba Plant LLC, which appears in the annual report on Form 10-K of Noble Energy, Inc. for the year ended December 31, 2010.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Houston, Texas
November 7, 2011

EX-23.4

EXHIBIT 23.4

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

     As independent petroleum engineers, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of Noble Energy, Inc. (the “Company”) of the reference to our name and the inclusion of our report dated January 20, 2011, in the Annual Report on Form 10-K for the year ended December 31, 2010, of the Company and its subsidiaries, filed with the Securities and Exchange Commission.

NETHERLAND, SEWELL & ASSOCIATES, INC.
By:	/s/ J. Carter Henson, Jr., P.E.
	J. Carter Henson, Jr., P.E.
	Senior Vice President

Houston, Texas
November 7, 2011