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): July 14, 2006

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-07964	73-0785597
(State or other jurisdiction of	Commission	(I.R.S. Employer
incorporation or organization)	File Number	Identification No.)
100 Glenborough, Suite 100
Houston, Texas		77067
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (281) 872-3100

(Former name, former address and former fiscal year, if changed since last report)

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:

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-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

     On July 14, 2006, Noble Energy, Inc. (the “Company”) closed the previously announced $625 million sale of its Gulf of Mexico shelf assets to Coldren Resources LP, effective March 1, 2006. The sale included essentially all of the Company’s assets in the Gulf of Mexico shelf, with the exception of certain of the Company’s interests in the Main Pass area. Total consideration for the sale consisted of cash and was subject to adjustments, including those relating to the exercise of preferential rights and title or environmental defects. The Company plans to continue active exploration and production activities in the deepwater Gulf of Mexico and onshore Gulf coast areas.

     The Company issued a press release on July 14, 2006 announcing the closing of the sale of its Gulf of Mexico shelf assets. A copy of the press release issued by the Company is furnished as part of this current Report and is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits. The following exhibit is furnished as part of this current Report on Form 8-K:

          99.1 Press Release dated July 14, 2006.

SIGNATURE

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

	NOBLE ENERGY, INC.
Date: July 19, 2006	By:	/s/ Arnold J. Johnson
		Arnold J. Johnson
		Vice President, General Counsel and Secretary

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated July 14, 2006.

EX-99.1

Exhibit 99.1

	PRESS RELEASE
100 Glenborough Drive	Contact: Greg Panagos: 281-872-3125
Suite 100	Investor_Relations@nobleenergyinc.com
Houston, TX 77067

NOBLE ENERGY, INC. CLOSES ON SALE OF GULF OF MEXICO ASSETS

HOUSTON (July 14, 2006) — Noble Energy, Inc. (NYSE: NBL) said that it closed today on the previously announced $625 million sale of its Gulf of Mexico shelf assets to Coldren Resources LP. The sales price is subject to adjustments from the effective date of March 1, 2006 to the closing date.

After-tax cash proceeds from the sale are expected to total $504 million, including proceeds to be received from parties who exercised preferential rights to purchase certain minor properties. For the full year 2006, the company expects to record an after-tax loss of $155 million, which includes a pretax gain of approximately $215 million offset by the following non-cash items:

• Pretax charge of approximately $400 million related to cash flow hedges associated with shelf production that are currently included in equity as accumulated other comprehensive losses (AOCL); and

• A net tax benefit of about $30 million.

During the second quarter of 2006, Noble Energy expects to recognize the non-cash charge of $400 million pretax, or $250 million after tax. By recognizing the AOCL during the second quarter, future North America revenues will be positively impacted from the closing date until the end of 2008, estimated as follows:

Date	Amount
July through December 2006	$	37 million
FY 2007	$	183 million
FY 2008	$	180 million

As a result of the sales of the Gulf of Mexico properties, Noble Energy expects to recognize pretax gains of $215 million, $95 million after tax, during the third quarter of this year. The effective tax rate of 56 percent on the gain on sale reflects the write-off of approximately $100 million of goodwill that cannot be deducted for tax purposes.

The above discussion of the after-tax cash proceeds and loss associated with the Gulf of Mexico shelf sale may be subject to change due to customary post-closing adjustments and final analysis of assets and liabilities associated with the sale.

Noble Energy is one of the nation’s leading independent energy companies and operates throughout major basins in the United States including Colorado’s Wattenberg field, the Mid-continent region of western Oklahoma and the Texas Panhandle, the San Juan basin in New Mexico, the Gulf Coast and the Gulf of Mexico. In addition, Noble Energy operates internationally in Argentina, China, Ecuador, Equatorial Guinea, the Mediterranean Sea, the North Sea and Suriname. Noble Energy markets natural gas and crude oil through its subsidiary, Noble Energy Marketing, Inc. Visit Noble Energy online at www.nobleenergyinc.com.

This news release may include projections and other “forward-looking statements” within the meaning of the federal securities laws. Any such projections or statements reflect Noble Energy’s current views about future events and financial performance. No assurances can be given that such events or performance will occur as projected, and actual results may differ materially from those projected. Important factors that

could cause the actual results to differ materially from those projected include, without limitation, the volatility in commodity prices for oil and gas, the presence or recoverability of estimated reserves, the ability to replace reserves, environmental risks, drilling and operating risks, exploration and development risks, competition, government regulation or other action, the ability of management to execute its plans to meet its goals and other risks inherent in Noble Energy’s business that are detailed in its Securities and Exchange Commission filings. The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves. We use certain terms in this press release, such as “resources,” “estimated resource range,” “resource potential” and “potential resources,” that the SEC’s guidelines strictly prohibit us from including in filings with the SEC. Investors are urged to consider closely the disclosures and risk factors in our Forms 10-K and 10-Q, File No. 1-16619, available from Noble Energy’s offices or website, www.nobleenergyinc.com. These forms can also be obtained from the SEC by calling 1-800-SEC-0330.

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