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): May 1, 2008

NOBLE ENERGY, INC.

(Exact name of Registrant as specified in its charter)

Delaware	001-07964	73-0785597
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer 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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
Press Release

Item 2.02. Results of Operations and Financial Condition.

     On May 1, 2008 Noble Energy, Inc. (the “Company”) issued a press release announcing results for the fiscal quarter ended March 31, 2008. A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

     The Company’s press release announcing its financial results for its fiscal quarter ended March 31, 2008 contains non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position, or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with United States generally accepted accounting principles, or GAAP. Pursuant to the requirements of Regulation G, the Company has provided quantitative reconciliations within the press release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

     The information in this Form 8-K and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section.

Item 9.01. Financial Statements and Exhibits.

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

99.1 Press Release dated May 1, 2008 announcing results for the fiscal quarter ended March 31, 2008.

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: May 1, 2008	By:	/s/ Arnold J. Johnson
		Arnold J. Johnson
		Vice President, General Counsel & Secretary

INDEX TO EXHIBITS

Exhibit No.		Description
	99.1	Press Release dated May 1, 2008 announcing results for the fiscal quarter ended March 31, 2008.

EX-99.1

Exhibit 99.1

NEWS RELEASE

NOBLE ENERGY ANNOUNCES FIRST QUARTER 2008 EARNINGS
AND RECORD VOLUMES

HOUSTON (May 1, 2008) — Noble Energy, Inc. (NYSE: NBL) today reported its first quarter 2008 results. Net income for the quarter was $215 million, or $1.20 per share diluted, on revenues of $1.0 billion. The results included a previously disclosed $218 million ($149 million after-tax) unrealized commodity derivative loss. Excluding this item, first quarter 2008 adjusted net income (a non-GAAP measure, see Schedule 1) was $364 million, or $2.05 per share diluted. For the same period in 2007, the company reported net income of $212 million, or $1.22 per diluted share, on revenues of $743 million.

Discretionary cash flow (a non-GAAP measure, see Schedule 5) for the first quarter 2008 was a record $662 million, compared to $448 million for the same period in 2007. Net cash provided by operating activities was $506 million.

Key highlights for the first quarter 2008 include:

• Record sales volumes of 222 thousand barrels of oil equivalent per day (MBoepd)

• Continued production growth in the Rocky Mountains

• Net natural gas sales in Israel were a record 145 million cubic feet per day (MMcfpd)

• New Ticonderoga development wells brought online in the deepwater Gulf of Mexico

• Successful high bidder on 15 deepwater blocks in Central Gulf of Mexico lease sale 206

“We are experiencing exceptional performance from multiple areas as we begin this new year. Our outstanding first quarter results were driven by strong worldwide growth in production coupled with increasing energy prices. As such, we find ourselves in an excellent position for delivering on our 2008 growth objectives. We are also looking forward to the results of important upcoming exploration programs which include significant wells in West Africa and Suriname, where rigs are already on location, as well as in Israel and the deepwater Gulf of Mexico,” said Noble Energy’s Chairman, President and CEO, Charles D. Davidson.

Noble Energy’s operating income for the quarter was $563 million, an increase of 64 percent over the similar quarter last year. Sales volumes for the quarter averaged 222 MBoepd, up 23 percent over first quarter 2007, with growth coming from both the United States and International assets.

During the quarter, Rocky Mountain volumes reached a record level of 57 MBoepd due to continued drilling success. Deepwater Gulf of Mexico volumes rebounded with strong performance from the development projects at Swordfish and Ticonderoga. Internationally, higher natural gas demand in Israel resulted in record sales in the quarter, and in West Africa, volumes benefited from natural gas sales to the liquefied natural gas facility and the timing of condensate and LPG cargo liftings.

Effective in 2008, Noble Energy began reporting natural gas liquid volumes separately where the company has the right to the liquids recovered from its natural gas processed at third-party processing plants. The effect is evidenced with lower natural gas volumes in the United States compared to 2007. Where the rights do not exist, the processing revenue will continue to be included in natural gas revenues and benefit realized prices.

Worldwide commodity markets were robust during the quarter. On average for the quarter, Noble Energy received $78.89 per barrel for crude oil and condensate, $5.34 per thousand cubic feet for natural gas, and domestic natural gas liquids prices averaged $55.15 per barrel. Crude oil and natural gas realizations for the quarter were impacted by the settlement of commodity derivative contracts.

Production costs, including lease operating, production and ad valorem taxes, and transportation expenses, were $6.83 per barrel of oil equivalent (Boe), a decrease of three percent from the first quarter 2007. Depreciation, depletion, and amortization was $10.05 per Boe, down over one percent. The lower per unit costs benefited from increased volumes in the Rocky Mountains, Israel, and West Africa.

The company also announced an increase to its 2008 capital program from $1.6 billion to $1.9 billion. The incremental $300 million will fund new opportunities that expand its positions in the deepwater Gulf of Mexico, East Texas, and the Rocky Mountains, as well as accelerate the phase two development of the Dumbarton project in the North Sea.

CONFERENCE CALL

Noble Energy’s first quarter 2008 conference call will be available today via live audio webcast at 9 a.m. Central Time. To listen, log on to www.nobleenergyinc.com and click on the Investor Relations tab. Dial in numbers are (888) 632-5006 or (913) 312-1411. The pass code is ‘Noble Energy 2008

2

First Quarter Results’. The conference call replay will be available until June 1, 2008. To access the replay, go to www.nobleenergyinc.com and click on the Investor Relations tab. You can also access the replay by dialing (888) 203-1112 or (719) 457-0820. The pin code is 4465361.

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 and Piceance basin, the Mid-continent region of western Oklahoma and the Texas Panhandle, the San Juan Basin in New Mexico, the Gulf Coast and the deepwater Gulf of Mexico. In addition, Noble Energy operates internationally in China, Ecuador, the Mediterranean Sea, the North Sea, and West Africa (Equatorial Guinea and Cameroon). Visit Noble Energy online at www.nobleenergyinc.com.

Contacts:
David Larson
(281) 872-3125 dlarson@nobleenergyinc.com

Brad Whitmarsh
(281) 872-3187 bwhitmarsh@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 may use certain terms in this news 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. 1-07964, 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.

-xxx-

PR 412 05/01/08

3

Schedule 1
Noble Energy, Inc.
Reconciliation of Net Income to Adjusted Net Income
(in millions, except per share amounts, unaudited)

	Three Months Ended
	March 31,
	2008		2007
Net Income	$	215	$	212
Adjustments, net of tax
Unrealized commodity derivative losses in net income		149		—
Adjusted Net Income [1]	$	364	$	212
Adjusted Net Income Per Share
Basic	$	2.12	$	1.24
Diluted [2]		2.05		1.22
Weighted average number of shares outstanding
Basic		172		171
Diluted		175		173

[1]

Adjusted net income should not be considered a substitute for net income as reported in accordance with GAAP. Adjusted net income is provided for comparison to earnings forecasts prepared by analysts and other third parties. Our Management believes and certain investors may find that adjusted net income is beneficial in evaluating our financial performance. Adjustments are tax effected at our effective tax rate for the period. For analysis purposes, adjusted net income for 2008 should be compared to 2007 reported net income due to the voluntary election of the mark-to-market method of accounting beginning in 2008.

[2]

The diluted earnings per share calculation includes a decrease to net income of $4 million, net of tax, related to a deferred compensation gain from NBL shares held in a Rabbi Trust. When dilutive, the deferred compensation gain or loss, net of tax, and the NBL shares held in the Rabbi Trust are reflected in the diluted earnings per share calculation.

Schedule 2
Noble Energy, Inc.
Summary Income Statement
(in millions, except per share amounts, unaudited)

	Three Months Ended
	March 31,
	2008			2007
Revenues
Crude oil and condensate	$	527		$	333
Natural gas		371			334
Natural gas liquids		46			—
Income from equity method investees		62			46
Other revenues		19			30
Total revenues		1,025			743
Operating Expenses
Lease operating costs		82			79
Production and ad valorem taxes		43			25
Transportation costs		13			11
Exploration costs		40			45
Depreciation, depletion and amortization		203			166
General and administrative		60			45
Other expense, net		21			29
Total operating expenses		462			400
Operating Income		563			343
Interest and Other
Loss (gain) on commodity derivative instruments		237			(1	)
Interest, net of capitalized interest		17			27
Other expense (income), net		(7	)		13
Total interest and other expenses		247			39
Income Before Taxes		316			304
Income Tax Provision		101			92
Net Income	$	215		$	212
Earnings Per Share
Basic	$	1.25		$	1.24
Diluted [1]	$	1.20		$	1.22
Weighted average number of shares outstanding
Basic		172			171
Diluted		175			173

[1] The diluted earnings per share calculation includes a decrease to net income of $4 million, net of tax, related to a deferred compensation gain from NBL shares held in a Rabbi Trust. When dilutive, the deferred compensation gain or loss, net of tax, and the NBL shares held in the Rabbi Trust are reflected in the diluted earnings per share calculation.

Schedule 3
Noble Energy, Inc.
Volume and Price Statistics
(unaudited)

	Three Months Ended
	March 31,
	2008		2007
Crude Oil and Condensate Sales Volumes (MBpd)
United States		43		46
West Africa		15		12
North Sea		9		9
Other International		6		7
Total consolidated operations		73		74
Equity method investee		2		2
Total sales volumes		75		76
Crude Oil and Condensate Realized Prices ($/Bbl)
United States	$	71.33	$	46.42
West Africa		88.79		56.25
North Sea		100.46		60.85
Other International		73.37		45.24
Average consolidated realized prices	$	78.89	$	49.73
Natural Gas Sales Volumes (MMcfpd)
United States		393		408
West Africa		220		55
North Sea		6		7
Israel		145		103
Other International		23		31
Total sales volumes		787		604
Natural Gas Realized Prices ($/Mcf)
United States	$	8.97	$	8.24
West Africa		0.27		0.36
North Sea		9.65		6.02
Israel		3.04		2.73
Other International		—		—
Average realized prices	$	5.34	$	6.46
Natural Gas Liquids (NGL) Sales Volumes (MBpd) [1]
United States		9		—
Equity method investee		6		5
Total sales volumes		15		5
Natural Gas Liquids Realized Prices ($/Bbl)
United States	$	55.15	$	—
Barrels of Oil Equivalent Volumes (MBoepd)
United States		118		114
West Africa		52		21
North Sea		10		10
Israel		24		17
Other International		10		12
Total consolidated operations		214		174
Equity method investee		8		7
Total barrels of oil equivalent (MBoepd)		222		181
Barrels of oil equivalent volumes (MMBoe)		20		16

[1] For 2007, domestic NGL sales volumes were included with natural gas volumes. Effective in 2008, we began reporting domestic NGLs, which has lowered the comparative natural gas volumes from 2007 to 2008.

Schedule 4
Noble Energy, Inc.
Condensed Balance Sheets
(in millions)

	(unaudited)
	March 31,		December 31,
	2008		2007
Assets
Current Assets
Cash and cash equivalents	$	807	$	660
Accounts receivable — trade, net		727		594
Other current assets		242		315
Total current assets		1,776		1,569
Net property, plant and equipment		8,207		7,945
Goodwill		759		761
Other noncurrent assets		540		556
Total Assets	$	11,282	$	10,831
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable — trade	$	731	$	781
Commodity Derivative instruments		623		540
Short-term borrowings		25		25
Other current liabilities		404		290
Total current liabilities		1,783		1,636
Deferred income taxes		2,019		1,984
Commodity Derivative instruments		109		83
Other noncurrent liabilities		477		468
Long-term debt		1,851		1,851
Total Liabilities		6,239		6,022
Total Shareholders’ Equity		5,043		4,809
Total Liabilities and Shareholders’ Equity	$	11,282	$	10,831

Schedule 5
Noble Energy, Inc.
Discretionary Cash Flow and Reconciliation to Operating Cash Flow
(in millions, unaudited)

	Three Months Ended
	March 31,
	2008			2007
Net income	$	215		$	212
Adjustments to reconcile net income to discretionary cash flow:
Depreciation, depletion and amortization		203			166
Exploration costs		40			45
Interest capitalized		(10	)		(4	)
Income / distributions from equity method investments, net		14			7
Deferred compensation adjustment		(7	)		12
Deferred income taxes		35			48
Stock-based compensation expense		9			5
Unrealized loss (gain) on commodity derivative instruments		218			(1	)
Settlement of previously recognized hedge losses [1]		(62	)		(51	)
Other, net		7			9
Discretionary Cash Flow [2]		662			448
Reconciliation to Operating Cash Flows
Net changes in working capital		(137	)		(17	)
Cash exploration costs		(32	)		(25	)
Capitalized interest		10			4
Loss (Gain) on disposal of assets		—			(5	)
Other adjustments		3			17
Net Cash Provided by Operating Activities	$	506		$	422
Capital Expenditures, accrual based	$	486		$	284

[1]

See Schedule 6, Effect of Derivative Instruments, for reconciliation.

[2]

The table above reconciles discretionary cash flow to net cash provided by operating activities. While discretionary cash flow is not a GAAP measure of financial performance, our management believes it is a useful tool for evaluating our overall financial performance. Among our Management, research analysts, portfolio managers and investors, discretionary cash flow is broadly used as an indicator of a company’s ability to fund exploration and production activities and meet financial obligations. Discretionary cash flow is also commonly used as a basis to value and compare companies in the oil and gas industry.

Schedule 6
Noble Energy, Inc.
Effect of Derivative Instruments
(in millions, unaudited)

	Three Months Ended
	March 31,
	2008			2007
Reclassification from Accumulated Other Comprehensive Loss to Revenue [1]
Crude Oil	$	(97	)	$	(28	)
Natural Gas		37			43
Total Revenue Increase (Decrease)	$	(60	)	$	15
Gain (Loss) on Derivative Instruments [2]
Crude oil
Realized losses	$	(7	)	$	—
Unrealized losses		(104	)		—
Ineffectiveness and other		—			—
Total crude oil		(111	)		—
Natural gas
Realized losses		(12	)		—
Unrealized losses		(114	)		—
Ineffectiveness and other		—			1
Total natural gas		(126	)		1
Total Gain (Loss) on Derivative Instruments	$	(237	)	$	1
Summary of Cash Settlements
Cash settlements paid	$	(141	)	$	(36	)
Less realized loss on derivative instruments		(19	)		—
Less amounts reclassified from AOCL		(60	)		15
Settlement of previously recognized hedge losses	$	(62	)	$	(51	)

[1]	The amounts in accumulated other comprehensive loss represent deferred unrealized hedge gains and losses. These deferred gains and losses are recognized as an adjustment to revenue when the associated derivative instruments are cash settled.
[2]	Effective January 1, 2008 we voluntarily elected to change our accounting method for commodity derivative instruments from the cash flow hedge method to the mark-to-market method.