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): April 28, 2005

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10447	04-3072771
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1200 Enclave Parkway Houston, Texas	77077
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 589-4600

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):

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On April 28, 2005, we issued a press release with respect to our 2005 first quarter earnings. The press release is furnished as Exhibit 99.1 to this Current Report. The press release contains certain measures (discussed below) which may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

Exhibit 99.1 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses Discretionary Cash Flow, Net Income excluding selected items, Earnings per Share excluding selected items and Net Debt calculations and ratios. These non-GAAP financial measures, to the extent included in Exhibit 99.1, are reconciled to the most comparable GAAP financial measure in Exhibit 99.1.

Discretionary Cash Flow is defined as Net Income plus non-cash charges and Exploration Expense. Discretionary Cash Flow is widely accepted as a financial indicator of an oil and gas company’s ability to generate cash which is used to internally fund exploration and development activities, pay dividends and service debt. Discretionary Cash Flow is presented based on management’s belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies that use the Full Cost method of accounting for oil and gas producing activities or have different financing and capital structures or tax rates. Discretionary Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities, as defined by GAAP, or as a measure of liquidity, or an alternative to Net Income.

Net Income excluding selected items and Earnings per Share excluding selected items are presented based on management’s belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. Net Income and Earnings per Share excluding selected items is not a measure of financial performance under GAAP and should not be considered as an alternative to Net Income and Earnings per Share, as defined by GAAP.

The total Debt to total Capital ratio is calculated by dividing total Debt by the sum of total Debt and total Stockholders’ Equity. This ratio is a GAAP measurement which is presented in our annual and interim filings and management believes this ratio is useful to investors in determining the Company’s leverage. Net Debt and the Net Debt to total Capital ratio are non-GAAP measures which have been presented in Exhibit 99.1. Net Debt is calculated by subtracting Cash and Cash Equivalents from Total Debt. Management believes that these measurements are also useful to investors since the Company has the ability to and may decide to use a portion of its Cash and Cash Equivalents to retire Debt. Additionally, as the Company may incur additional expenditures without increasing Debt, it is appropriate to apply Cash and Cash Equivalents to Debt in calculating the Net Debt to total Capital ratio.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release issued by Cabot Oil & Gas Corporation dated April 28, 2005.

SIGNATURE

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 hereunto duly authorized.

CABOT OIL & GAS CORPORATION
By:	/s/ Henry C. Smyth
	Henry C. Smyth
	Vice President, Controller and Treasurer

Date: April 28, 2005

EXHIBIT INDEX

99.1    —    Press release issued by Cabot Oil & Gas Corporation dated April 28, 2005.

EX-99.1

Exhibit 99.1

Cabot Oil & Gas Corporation	NEWS RELEASE
	1200 Enclave Parkway, Houston, Texas 77077
	P. O. Box 4544, Houston, Texas 77210-4544
	(281) 589-4600

FOR RELEASE	FOR MORE INFORMATION CONTACT
April 28, 2005	Scott Schroeder (281) 589-4993

CABOT OIL & GAS REPORTS FIRST QUARTER RESULTS

HOUSTON, April 28, 2005 - Cabot Oil & Gas Corporation (NYSE: COG) today announced first quarter results, including net income of $20.8 million, or $.43 per share, cash flow from operations of $108.0 million and discretionary cash flow of $82.7 million. Each of these compares favorably to the prior year’s first quarter when the Company recorded net income totaling $19.0 million, or $.39 per share, cash flow from operations of $97.6 million and discretionary cash flow of $72.3 million. The per share results reflect the three for two split of the Company’s common stock on March 31, 2005.

“Due to the significant rise in the forward curve for oil prices at March 31, 2005, the current quarter net income figure was reduced for this future impact (that includes the expectation of continued high oil prices),” stated Dan O. Dinges, Chairman, President and Chief Executive Officer. “The mark-to-market requirement for derivatives had a $4.6 million, or approximately $.09 per share, after-tax impact on the results,” (see attached table on mark-to-market matters).

Continued high commodity prices combined with production increases year-over-year drove Company realizations. For natural gas prices Cabot realized $5.71 per mcf, up 10 percent over last year’s comparable period. Crude oil prices during the same time period rose 36 percent to an overall realization of $42.11 per barrel. Also contributing to the improved results were increased production levels versus last year’s first quarter. Total equivalent production increased 1 percent driven by a 0.7 Bcf increase in natural gas production, primarily from advances in the East region. “In addition to the year-over-year production gains, the daily volume improved over those realized in the fourth quarter of 2004,” said Dinges.

Overall operating expenses were up 5 percent between reporting periods, due primarily to increases in DD&A, exploration, operations and G&A expenses. “Employee-related cost was the main factor in the increases for operations and G&A expense as cost associated with retirement benefits continue to escalate,” commented Dinges.

Dinges added, “Overall I am pleased with our progress that includes a diversified drilling program across North America and a balance sheet that affords us a high degree of flexibility. Our transition towards longer-lived, more predictable opportunities is well underway. Combine this with $59.6 million of cash on the balance sheet that results in a net debt to total capitalization of 31.2 percent, and you have a platform for further value creation.”

Conference Call

Listen in live to Cabot Oil & Gas Corporation’s 2005 first quarter financial and operating results discussion with financial analysts on Friday, April 29, at 9:30am EDT (8:30am CDT) at www.cabotog.com. A teleconference replay will also be available at (800) 642-1687, (U.S./Canada) or (706) 645-9291 (International), passcode 5486532. A replay will be available from Friday, April 29 through Friday, May 6, 2005. The latest financial guidance, including the Company’s hedge positions, along with a replay of the webcast, which will be archived for one year, are available in the investor relations section of the Company’s website at www.cabotog.com.

* * *

Cabot Oil & Gas Corporation, headquartered in Houston, Texas, is a leading independent natural gas producer with substantial interests in the Gulf Coast, including Texas and Louisiana; the West, with the Rocky Mountains and Mid-Continent; the East and an expansion effort in Canada. For additional information, visit the Company’s Internet homepage at www.cabotog.com.

Forward-Looking Statements

The statements regarding future financial performance and results and the other statements which are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, market factors, the market price (including regional basis differentials) of natural gas and oil, results of future drilling and marketing activity, future production and costs, and other factors detailed in the Company’s Securities and Exchange Commission filings.

CABOT OIL & GAS RESULTS — Page 3

OPERATING DATA

	Quarter Ended March 31,
	2005			2004
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
Gulf Coast		7.4			7.7
West		5.7			5.6
East		5.1			4.4
Canada		0.2			—
Total		18.4			17.7
Crude/Condensate/Ngl
Gulf Coast		406			494
West		37			41
East		5			7
Canada		4			—
Total		452			542
Equivalent Production (Bcfe)		21.1			20.9
PRICES
Average Produced Gas Sales Price ($/Mcf)
Gulf Coast	$	6.03		$	5.14
West	$	4.73		$	4.83
East	$	6.35		$	5.80
Canada	$	5.57		$	—
Total	$	5.71		$	5.21
Crude/Condensate Price ($/Bbl)
Gulf Coast	$	41.50		$	30.70
West	$	48.57		$	34.34
East	$	48.06		$	31.86
Canada	$	38.64		$	—
Total	$	42.11		$	30.99
WELLS DRILLED
Gross		44			38
Net		28			29
Gross Success Rate		86	%		100	%

CABOT OIL & GAS RESULTS — Page 4

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended March 31,
	2005		2004
Operating Revenues
Natural Gas Production (1)	$	104,272	$	90,379
Brokered Natural Gas		26,492		31,559
Crude Oil and Condensate (1)		11,978		12,767
Other		1,332		1,899
		144,074		136,604
Operating Expenses
Brokered Natural Gas Cost		23,298		28,721
Direct Operations - Field and Pipeline		14,618		12,078
Exploration		19,369		16,144
Depreciation, Depletion and Amortization		30,067		26,812
General and Administrative (excluding Stock-based Compensation)		7,925		6,245
Stock-based Compensation (2)		1,035		471
Taxes Other Than Income		9,718		10,102
		106,030		100,573
Gain on Sale of Assets		—		59
Income from Operations		38,044		36,090
Interest Expense and Other		4,988		5,377
Income Before Income Taxes		33,056		30,713
Income Tax Expense		12,294		11,702
Net Income	$	20,762	$	19,011
Net Earnings Per Share - Basic (3)	$	0.43	$	0.39
Average Common Shares Outstanding (3)		48,724		48,597

⁽¹⁾ See the “Impact of Mark-to-Market Accounting Requirements” table for additional information.

⁽²⁾ Includes the impact of the Company’s performance share mark-to-market requirement and restricted stock amortization.

⁽³⁾ Reflects the 3-for-2 split of the Company’s Common Stock on March 31, 2005.

CABOT OIL & GAS RESULTS — Page 5

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

	March 31, 2005			December 31, 2004
Assets
Current Assets	$	218,040		$	194,679
Property, Equipment and Other Assets		1,018,887			1,001,422
Deferred Income Taxes		15,163			14,855
Total Assets	$	1,252,090		$	1,210,956
Liabilities and Stockholders’ Equity
Current Liabilities	$	222,313		$	196,889
Long-Term Debt		250,000			250,000
Deferred Income Taxes		255,005			247,376
Other Liabilities		61,728			61,029
Stockholders’ Equity		463,044			455,662
Total Liabilities and Stockholders’ Equity	$	1,252,090		$	1,210,956
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(In thousands)
	Quarter Ended March 31,
	2005			2004
Cash Flows From Operating Activities
Net Income	$	20,762		$	19,011
Change in Derivative Fair Value		7,512			5,619
Income Charges Not Requiring Cash		31,990			27,076
Gain on Sale of Assets		—			(59	)
Deferred Income Tax Expense		3,022			4,549
Changes in Assets and Liabilities		25,362			25,230
Exploration Expense		19,369			16,144
Net Cash Provided by Operations		108,017			97,570
Cash Flows From Investing Activities
Capital Expenditures		(41,070	)		(35,711	)
Proceeds from Sale of Assets		588			—
Exploration Expense		(19,369	)		(16,144	)
Net Cash Used by Investing		(59,851	)		(51,855	)
Cash Flows From Financing Activities
Sale of Common Stock Proceeds		2,731			6,656
Dividends Paid		(1,339	)		(1,296	)
Net Cash Provided by Financing		1,392			5,360
Net Increase in Cash and Cash Equivalents	$	49,558		$	51,075

CABOT OIL & GAS RESULTS — Page 6

Selected Item Review and Reconciliation of Net Income and Earnings Per Share

(In thousands, except per share amounts)

	Quarter Ended March 31,
	2005			2004
As Reported - Net Income	$	20,762		$	19,011
Reversal of Selected Items, Net of Tax:
Gain on Sale of Assets		—			(37	)
Change in Derivative Fair Value		4,647			3,478
Net Income Including Reversal of Selected Items	$	25,409		$	22,452
As Reported - Net Earnings Per Share	$	0.43		$	0.39
Per Share Impact of Reversing Selected Items		0.09			0.07
Net Earnings Per Share Including Reversal of Selected Items	$	0.52		$	0.46
Average Common Shares Outstanding		48,724			48,597
Discretionary Cash Flow Calculation and Reconciliation
(In thousands)
	Quarter Ended March 31,
	2005			2004
Discretionary Cash Flow
As Reported - Net Income	$	20,762		$	19,011
Plus:
Change in Derivative Fair Value		7,512			5,619
Income Charges Not Requiring Cash		31,990			27,076
Gain on Sale of Assets		—			(59	)
Deferred Income Tax Expense		3,022			4,549
Exploration Expense		19,369			16,144
Discretionary Cash Flow		82,655			72,340
Plus: Changes in Assets and Liabilities		25,362			25,230
Net Cash Provided by Operations	$	108,017		$	97,570
Net Debt Reconciliation
(In thousands)
	March 31, 2005			December 31, 2004
Current Portion of Long-Term Debt	$	20,000		$	20,000
Long-Term Debt		250,000			250,000
Total Debt	$	270,000		$	270,000
Stockholders’ Equity		463,044			455,662
Total Capital	$	733,044		$	725,662
Total Debt	$	270,000		$	270,000
Less: Cash and Cash Equivalents		(59,584	)		(10,026	)
Net Debt	$	210,416		$	259,974
Net Debt	$	210,416		$	259,974
Stockholders’ Equity		463,044			455,662
Total Adjusted Capital	$	673,460		$	715,636
Total Debt to Total Capital Ratio		36.8	%		37.2	%
Less: Impact of Cash and Cash Equivalents		5.6	%		0.9	%
Net Debt to Capitalization Ratio		31.2	%		36.3	%

CABOT OIL & GAS RESULTS — Page 7

Impact of Mark-to-Market Accounting Requirements

(In thousands)

	Quarter Ended March 31,
	2005			2004
Unrealized Loss on Derivatives (1)
Natural Gas	$	(560	)	$	(1,724	)
Crude Oil		(6,952	)		(3,895	)
Incentive Stock Compensation Expense (2)
Performance Shares		(412	)		—
Mark-to-Market Impact, Before Income Tax	$	(7,924	)	$	(5,619	)
Mark-to-Market Impact, Income Tax		3,022			2,141
Mark-to-Market Impact on Net Income	$	(4,902	)	$	(3,478	)

⁽¹⁾ These amounts represent the unrealized loss associated with the mark-to-market valuation of open positions which do not qualify for hedge accounting or are ineffective. These amounts are reflected in the respective line items of Operating Revenues. Therefore, the computation of our reported realized commodity prices can be obtained by adding the loss from the respective Operating Revenues line item and dividing by reported production.

⁽²⁾ This amount relates to the mark-to-market valuation of the Company’s performance share incentive stock compensation awards that is reflected in general and administrative expense. At March 31, 2005 the Company recognized stock compensation expense based on Cabot’s ranking against a predetermined peer group based on total shareholder return. Cabot must calculate its liability at the balance sheet date under the assumption that its relative ranking remains constant throughout the measurement period (January 1, 2004 - December 31, 2006), creating an assumed ultimate liability which is then amortized over the measurement period (percent payout multiplied by shares multiplied by stock price at reported balance sheet date multiplied by the pro-rata time expired in the measurement period). Expense recognition will fluctuate between reporting periods due to the valuation of the performance shares at the reported balance sheet date.