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^*

KELLEY ROBERT

(Last)

(First)

(Middle)

1200 ENCLAVE PARKWAY

(Street)

HOUSTON

77077-1607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CABOT OIL & GAS CORP [ COG ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2008

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	04/03/2008		M		30,000	A	$8.25	99,602	D
Common Stock	04/03/2008		S		100	D	$53.55	99,502	D
Common Stock	04/03/2008		S		100	D	$53.715	99,402	D
Common Stock	04/03/2008		S		100	D	$53.72	99,302	D
Common Stock	04/03/2008		S		2,387	D	$53.73	96,915	D
Common Stock	04/03/2008		S		200	D	$53.735	96,715	D
Common Stock	04/02/2008		S		100	D	$53.74	96,615	D
Common Stock	04/03/2008		S		500	D	$53.75	96,115	D
Common Stock	04/03/2008		S		200	D	$53.765	95,915	D
Common Stock	04/03/2008		S		200	D	$53.77	95,715	D
Common Stock	04/03/2008		S		300	D	$53.78	95,415	D
Common Stock	04/03/2008		S		300	D	$53.782	95,115	D
Common Stock	04/03/2008		S		200	D	$53.785	94,915	D
Common Stock	04/03/2008		S		400	D	$53.79	94,515	D
Common Stock	04/03/2008		S		1,300	D	$53.8	93,215	D
Common Stock	04/03/2008		S		1,100	D	$53.81	92,115	D
Common Stock	04/03/2008		S		300	D	$53.82	91,815	D
Common Stock	04/03/2008		S		800	D	$53.83	91,015	D
Common Stock	04/03/2008		S		200	D	$53.84	90,815	D
Common Stock	04/03/2008		S		1,000	D	$53.85	89,815	D
Common Stock	04/03/2008		S		500	D	$53.86	89,315	D
Common Stock	04/03/2008		S		100	D	$53.87	89,215	D
Common Stock	04/03/2008		S		100	D	$53.88	89,115	D
Common Stock	04/03/2008		S		200	D	$53.89	88,915	D
Common Stock	04/03/2008		S		800	D	$53.9	88,115	D
Common Stock	04/03/2008		S		300	D	$53.93	87,815	D
Common Stock	04/03/2008		S		500	D	$53.94	87,315	D
Common Stock	04/03/2008		S		400	D	$53.95	86,915	D
Common Stock	04/03/2008		S		100	D	$53.97	86,815	D
Common Stock	04/03/2008		S		700	D	$54	86,115	D

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)
Common Stock (right to buy)	$8.25	04/03/2008		M			30,000	04/29/2004⁽¹⁾	04/29/2008	Common	30,000	$8.25	10,500⁽²⁾⁽³⁾	D

Explanation of Responses:

1. 33 1/3% of option became exercisable on April 29, 2004 and an additional 33 1/3% became exercisable on each of the next two one-year anniversaries of such date.

2. On March 31, 2005, the common stock for Cabot Oil & Gas Corporation split 3-for-2, resulting in the reporting person's acquisition of 6,750 additional shares of common stock.

3. On March 30, 2007, the common stock for Cabot Oil & Gas Corporation split 2 for 1, resulting in the reporting person's acquisition of 20,250 additional shares of common stock.

	Lisa A. Machesney, Attorney-in-Fact for Robert Kelley.	04/07/2008
	** 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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