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): October 26, 2006

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 October 26, 2006, we issued a press release with respect to our 2006 third 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 measures 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 Capitalization ratio is calculated by dividing total Debt by the sum of total Debt and total Stockholders’ Equity. This ratio is a 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 Capitalization 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 Capitalization ratio.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits

99.1    Press release issued by Cabot Oil & Gas Corporation dated October 26, 2006.

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: October 26, 2006

EXHIBIT INDEX

99.1    —    Press release issued by Cabot Oil & Gas Corporation dated October 26, 2006

EX-99.1

Exhibit 99.1

FOR RELEASE	FOR MORE INFORMATION CONTACT
October 26, 2006	Scott Schroeder (281) 589-4993

Cabot Oil & Gas Reports Record Third Quarter Net Income,

Along With Production Gains

HOUSTON, October 26, 2006 - Cabot Oil & Gas Corporation (NYSE: COG) today announced record third quarter net income, which was a record even before recording a $143.6 million after-tax gain from the strategic sale of its offshore and south Louisiana assets that closed September 29, 2006. Reported financial results for the quarter included net income of $189.0 million or $3.92 per share, cash flow from operations of $86.7 million and discretionary cash flow of $21.5 million. The discretionary cash flow figure was reduced by a $101.4 million tax provision related to the asset sale, to be funded from the sale proceeds.

Results for the quarter, after removing the benefit of the sale, would have been: net income of $45.4 million, or $0.94 per share, cash flow from operations of $86.7 million (unchanged) and discretionary cash flow of $122.9 million, all record levels for the third quarter. These results compare favorably to last year’s third quarter reported numbers of $33.8 million, or $0.69 per share, $59.0 million and $92.9 million for net income, earnings per share, cash flow from operations and discretionary cash flow, respectively.

Driving the positive results was a 12 percent increase in production, along with increases in oil price realizations. “Each region continues to contribute to the equivalent production increase,” said Dan O. Dinges, Chairman, President and Chief Executive Officer. “I am pleased with our production growth and our existing hedge position that improved our gas price realizations by $0.41 per Mcf in the softening commodity price environment we experienced in the third quarter.”

For the quarter, natural gas price realizations were essentially flat at $6.76 per Mcf compared to last year’s third quarter. Oil prices improved 52 percent to $69.80 per barrel as the absolute oil price strengthened between periods.

The quarterly expense comparison indicates increases in year-over-year direct operations expense, DD&A, G&A expense and interest expense. This was offset by reductions in exploration, stock compensation, brokered natural gas cost and other taxes. The net effect to expenses was an increase of eight percent, in line with expectations.

“The third quarter built on the production momentum we experienced in the second quarter,” commented Dinges. “Our fourth quarter production profile will reflect the results of our recent divestiture, but production coming from our remaining Gulf Coast assets is expected to increase in the fourth quarter.”

Year-to-Date

The reported numbers year-to-date were $289.0 million for net income, $356.1 million for cash flow from operations and $251.0 million for discretionary cash flow (which includes $101.4 million reduction due to the sale). Without the gain on the sale, these results would have been $145.4, $356.1 (unchanged), and $352.4 million, respectively, which compares to $89.9, $247.1, and $255.2 million for last year’s comparable period.

For the nine-months of 2006, Cabot’s $145.4 million net income level before the asset sale nearly matched the 2005 full year net income of $148.4 million, which is the current record annual net income level for the Company. Driving the results was an eight percent increase in production, a 17 percent increase in natural gas price realizations and a 51 percent increase in oil price realizations, offset by cost increases.

“Cabot is establishing itself as an industry leader in pure organic production growth,” added Dinges. “Though we have sold our non-core south Louisiana and offshore properties, we still expect to see absolute production growth in 2006.”

Because of the sale closing at the end of the quarter, Cabot was unable to reduce its debt until early October. Accordingly, the debt balance at September 30, 2006 was $400.0 million with $322.1 million in cash and $909.8 million in equity, giving Cabot a net debt to adjusted total capitalization ratio of 7.9 percent (see attached reconciliation for details of this measurement).

Conference Call

Listen in live to Cabot Oil & Gas Corporation’s 2006 third quarter financial and operating results discussion with financial analysts on Thursday, October 26, at 4:00pm EDT (3:00pm CDT) at www.cabotog.com. A teleconference replay will also be available at (800) 642-1687, (U.S./Canada) or (706) 645-9291 (International), pass code 7016094. A replay will be available through Saturday, October 28, 2006. The latest financial guidance, including the Company’s hedge positions, along with a replay of the web cast, 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 onshore Gulf Coast; the West, with the Rocky Mountains and Mid-Continent; the East and 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 4

OPERATING DATA

	Quarter Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
Gulf Coast		8.0			6.3			23.9			21.0
West		6.2			5.9			17.3			17.3
East		5.8			5.5			17.5			15.7
Canada		0.7			0.3			1.8			0.8
Total		20.7			18.0			60.5			54.8
Crude/Condensate/Ngl
Gulf Coast		321			364			1,025			1,191
West		54			45			167			127
East		6			7			19			20
Canada		1			5			8			14
Total		382			421			1,219			1,352
Equivalent Production (Bcfe)		23.0			20.5			67.8			62.9
PRICES
Average Produced Gas Sales Price ($/Mcf)
Gulf Coast	$	7.13		$	6.67		$	7.41		$	6.26
West	$	5.84		$	5.91		$	6.19		$	5.38
East	$	7.41		$	7.75		$	8.09		$	6.90
Canada	$	5.09		$	8.04		$	6.10		$	5.95
Total (1)	$	6.76		$	6.77		$	7.22		$	6.16
Crude/Condensate Price ($/Bbl)
Gulf Coast	$	70.10		$	43.93		$	66.71		$	42.72
West	$	68.53		$	60.77		$	64.99		$	54.21
East	$	64.67		$	59.22		$	63.29		$	52.98
Canada	$	69.53		$	52.94		$	65.90		$	42.23
Total (1)	$	69.80		$	46.05		$	66.42		$	43.92
WELLS DRILLED
Gross		110			88			301			229
Net		92			72			248			177
Gross Success Rate		96	%		97	%		97	%		95	%

⁽¹⁾ These realized prices include the realized impact of derivative instruments.

CABOT OIL & GAS RESULTS — Page 5

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended September 30,				Nine Months Ended September 30,
	2006		2005		2006			2005
Operating Revenues
Natural Gas Production	$	140,261	$	121,477	$	436,931		$	337,566
Brokered Natural Gas		17,075		18,756		67,389			60,768
Crude Oil and Condensate		26,435		21,336		80,283			57,250
Other		973		188		5,703			2,131
		184,744		161,757		590,306			457,715
Operating Expenses
Brokered Natural Gas Cost		15,282		16,550		59,924			53,549
Direct Operations - Field and Pipeline		19,893		14,246		55,478			43,171
Exploration		13,561		16,665		39,972			47,396
Depreciation, Depletion and Amortization		35,914		30,670		108,104			90,492
General and Administrative (excluding Stock-Based Compensation)		7,566		5,417		26,295			20,510
Stock-Based Compensation (1)		3,149		4,262		11,784			6,829
Taxes Other Than Income		14,366		14,939		44,439			37,053
		109,731		102,749		345,996			299,000
Gain on Sale of Assets (3)		229,733		15		229,944			74
Income from Operations		304,746		59,023		474,254			158,789
Interest Expense and Other		6,978		5,339		19,151			15,461
Income Before Income Taxes and Cumulative Effect of Accounting Change		297,768		53,684		455,103			143,328
Income Tax Expense		108,748		19,928		165,651			53,388
Income Before Cumulative Effect of Accounting Change		189,020		33,756		289,452			89,940
Cumulative Effect of Accounting Change, Net of Tax (2)		—		—		(403	)		—
Net Income	$	189,020	$	33,756	$	289,049		$	89,940
Net Earnings Per Share - Basic	$	3.92	$	0.69	$	5.95		$	1.84
Weighted Average Common Shares Outstanding		48,230		48,951		48,548			48,865

⁽¹⁾ Includes the impact of the Company’s performance share and restricted stock amortization. In addition, the 2006 figure includes expense related to stock options and stock appreciation rights following the adoption of SFAS 123(R).

⁽²⁾ Cumulative effect of accounting change relates to the adoption of SFAS No. 123(R), “Share Based Payment (revised 2004).”

⁽³⁾ Gain on Sale of Assets is primarily due to the sale of offshore and certain south Louisiana properties.

CABOT OIL & GAS RESULTS — Page 6

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

	September 30, 2006		December 31, 2005
Assets
Current Assets	$	547,007	$	230,312
Property, Equipment and Other Assets		1,407,763		1,245,471
Deferred Income Taxes		25,190		19,587
Total Assets	$	1,979,960	$	1,495,370
Liabilities and Stockholders’ Equity
Current Liabilities	$	305,543	$	218,584
Long-Term Debt		380,000		320,000
Deferred Income Taxes		330,855		289,381
Other Liabilities		53,778		67,194
Stockholders’ Equity		909,784		600,211
Total Liabilities and Stockholders’ Equity	$	1,979,960	$	1,495,370

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
Cash Flows From Operating Activities
Net Income	$	189,020		$	33,756		$	289,049		$	89,940
Cumulative Effect of Accounting Change		—			—			403			—
Unrealized (Gain) / Loss on Derivatives		—			(1,630	)		—			2,051
Income Charges Not Requiring Cash		39,141			34,977			119,963			97,646
Gain on Sale of Assets		(229,733	)		(15	)		(229,944	)		(74	)
Deferred Income Tax Expense		9,482			9,147			31,514			18,225
Changes in Assets and Liabilities		66,078			(33,865	)		110,849			(8,073	)
Stock-Based Compensation Tax Benefit		(859	)		—			(5,756	)		—
Exploration Expense		13,561			16,665			39,972			47,396
Net Cash Provided by Operations		86,690			59,035			356,050			247,111
Cash Flows From Investing Activities
Capital Expenditures		(120,157	)		(125,656	)		(344,620	)		(241,504	)
Proceeds from Sale of Assets		322,412			286			322,987			996
Exploration Expense		(13,561	)		(16,665	)		(39,972	)		(47,396	)
Net Cash Provided by / (Used in) Investing		188,694			(142,035	)		(61,605	)		(287,904	)
Cash Flows From Financing Activities
Sale of Common Stock Proceeds		1,056			508			3,620			4,088
Net Increase in Debt		50,000			10,000			60,000			10,000
Increase in Book Overdrafts		—			25,691			—			25,691
Purchase of Treasury Stock		(19,305	)		—			(46,492	)		(571	)
Stock-Based Compensation Tax Benefit		859			—			5,756			—
Dividends Paid		(1,930	)		(1,958	)		(5,832	)		(5,254	)
Net Cash Provided by Financing		30,680			34,241			17,052			33,954
Net Increase / (Decrease) in Cash and Cash Equivalents	$	306,064		$	(48,759	)	$	311,497		$	(6,839	)

CABOT OIL & GAS RESULTS — Page 7

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

(In thousands, except per share amounts)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
As Reported - Net Income	$	189,020		$	33,756		$	289,049		$	89,940
Reversal of Selected Items, Net of Tax:
Gain on Sale of Assets		(143,675	)		(10	)		(143,806	)		(46	)
Unrealized (Gain) / Loss on Derivatives		—			(1,012	)		—			1,265
Cumulative Effect of Accounting Change		—			—			403			—
Net Income Including Reversal of Selected Items	$	45,345		$	32,734		$	145,646		$	91,159
As Reported - Net Earnings Per Share	$	3.92		$	0.69		$	5.95		$	1.84
Per Share Impact of Reversing Selected Items		(2.98	)		(0.02	)		(2.95	)		0.03
Net Earnings Per Share Including Reversal of Selected Items	$	0.94		$	0.67		$	3.00		$	1.87
Weighted Average Common Shares Outstanding		48,230			48,951			48,548			48,865

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2006			2005			2006			2005
Discretionary Cash Flow
As Reported - Net Income	$	189,020		$	33,756		$	289,049		$	89,940
Plus:
Cumulative Effect of Accounting Change		—			—			403			—
Unrealized (Gain) / Loss on Derivatives		—			(1,630	)		—			2,051
Income Charges Not Requiring Cash		39,141			34,977			119,963			97,646
Gain on Sale of Assets		(229,733	)		(15	)		(229,944	)		(74	)
Deferred Income Tax Expense		9,482			9,147			31,514			18,225
Exploration Expense		13,561			16,665			39,972			47,396
Discretionary Cash Flow		21,471			92,900			250,957			255,184
Plus: Changes in Assets and Liabilities		66,078			(33,865	)		110,849			(8,073	)
Less: Stock-Based Compensation Tax Benefit		(859	)		—			(5,756	)		—
Net Cash Provided by Operations	$	86,690		$	59,035		$	356,050		$	247,111

Net Debt Reconciliation

(In thousands)

	September 30, 2006			December 31, 2005
Current Portion of Long-Term Debt	$	20,000		$	20,000
Long-Term Debt		380,000			320,000
Total Debt	$	400,000		$	340,000
Stockholders’ Equity		909,784			600,211
Total Capitalization	$	1,309,784		$	940,211
Total Debt	$	400,000		$	340,000
Less: Cash and Cash Equivalents		(322,123	)		(10,626	)
Net Debt	$	77,877		$	329,374
Net Debt	$	77,877		$	329,374
Stockholders’ Equity		909,784			600,211
Total Adjusted Capitalization	$	987,661		$	929,585
Total Debt to Total Capitalization Ratio		30.5	%		36.2	%
Less: Impact of Cash and Cash Equivalents		22.6	%		0.8	%
Net Debt to Adjusted Capitalization Ratio		7.9	%		35.4	%