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): February 13, 2008

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 February 13, 2008, we issued a press release with respect to our 2007 fourth 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 February 13, 2008.

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: February 13, 2008

EXHIBIT INDEX

99.1 — Press release issued by Cabot Oil & Gas Corporation dated February 13, 2008

EX-99.1

Exhibit 99.1

FOR RELEASE	FOR MORE INFORMATION CONTACT
February 13, 2008	Scott Schroeder (281) 589-4993

Cabot Oil & Gas Reports Another Strong Year

HOUSTON, February 13, 2008 - Cabot Oil & Gas Corporation today announced its results for 2007 that highlight another strong year both operationally and financially.

• The Company reported total proved reserves of 1,616 Bcfe, the highest ever recorded as a result of 334 percent replacement of production. Reserve life index is now 18 years based on fourth quarter production.

• Absolute production levels were lower by three percent year over year due to nine months of production from sold properties being included in the 2006 comparison year, but up over 14 percent on a pro forma basis between 2007 and 2006.

• All-in finding cost of $2.07 per Mcfe.

• Net income of $167.4 million, or $1.73 per share – the second highest income level ever.

• Record cash flow levels, including $462.1 million for cash flow from operations and $472.7 million for discretionary cash flow.

“Our goal when we began restructuring our portfolio several years ago was for consistent double-digit production and reserve growth year after year,” said Dan O. Dinges, Chairman, President and Chief Executive Officer. “I am pleased to say our team delivered on that in 2007, with a 14 percent growth in reserves and a 14 percent pro forma growth in production.”

Reserves and Production

“Our ability to add reserves is the lifeblood of the Company and this year’s low all-in finding cost of $2.07 per Mcfe highlights the value of Cabot’s organic portfolio of opportunities,” commented Dinges. “Our year-end 2007 reserves grew to 1,616 Bcfe from 1,416 Bcfe the year before, while our proved undeveloped percentage remained at 27 percent. The depth of our drilling inventory should provide Cabot shareholders with many years of future economic growth.”

For the full year, equivalent production totaled 85.5 Bcfe, compared to actual reported production of 88.2 Bcfe and pro forma production of 74.9 Bcfe for 2006.

Full Year Financial Results

Cabot Oil & Gas Corporation reported net income of $167.4 million, or $1.73 per share for the twelve months ended December 31, 2007. This compares to net income of $321.2 million, or $3.32 per share for 2006 full year. Net income in 2006 included a significant gain ($145.1 million) on the sale of assets. Excluding selected items (related to gain on sale and impairments) in both full year periods, the comparison for net income would become $161.9 million ($1.67 per share) for 2007 versus $178.5 million ($1.84 per share) for 2006. Cash flow from operations and discretionary cash flow for the year set new all time highs with $462.1 million and $472.7 million, respectively, up significantly from the prior year on both accounts.

Realized prices between 2007 and 2006 were relatively stable for both natural gas and oil. This stability was aided by results from the Company’s hedge activity that provided a positive pickup for natural gas and a slight reduction for oil prices. The specific levels for natural gas were $7.23 per Mcf for 2007 versus $7.13 per Mcf for 2006, while oil was $67.16 per barrel and $65.03 per barrel for 2007 and 2006, respectively.

Expenses

Expenses for the full year were up about one percent when comparing 2007 to 2006. Each category was close to last year’s absolute levels, with the exception of DD&A, which saw a $22.9 million increase that was partially offset by a $9.6 million decrease in exploration expense and a $5.9 million decline in stock based compensation.

Fourth Quarter

The Company experienced a robust fourth quarter driven by higher year-over-year production volumes and higher commodity price realizations. For the fourth quarter of 2007, Cabot reported net income of $42.0 million, or $0.43 per share, versus $32.1 million, or $0.33 per share in the comparable quarter last year.

Balance Sheet

At year-end, the Company had a net debt to adjusted capital ratio of 23.6 percent. The debt position totaled $350 million. “These metrics highlight Cabot’s flexibility and its opportunity to expand its drilling efforts,” stated Dinges.

Conference Call

Listen in live to Cabot Oil & Gas Corporation’s full year and fourth quarter financial and operating results discussion with financial analysts on Thursday, February 14, at 9:30 a.m. EST (8:30 a.m. CST) 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 31370273. The replay will be available through Saturday, February 16, 2008. 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 in the Gulf Coast, including Texas and Louisiana; 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.

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 December 31,						Twelve Months Ended December 31,
	2007			2006			2007			2006
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
East		6.2			6.0			24.4			23.5
Gulf Coast		7.1			6.1			26.8			30.0
West		6.0			6.3			25.4			23.6
Canada		0.9			0.8			3.9			2.6
Total		20.2			19.2			80.5			79.7
Less: Production from properties sold in 2006 (1)		—			—			—			(9.0	)
Adjusted Total		20.2			19.2			80.5			70.7
Crude/Condensate/Ngl
East		6			5			26			24
Gulf Coast		143			139			606			1,164
West		40			47			180			214
Canada		4			5			18			13
Total		193			196			830			1,415
Less: Production from properties sold in 2006 (1)		—			(2	)		—			(707	)
Adjusted Total		193			194			830			708
Equivalent Production (Bcfe)		21.4			20.4			85.5			88.2
Less: Production from properties sold in 2006 (1)		—			(0.1	)		—			(13.3	)
Adjusted Equivalent Production (Bcfe)		21.4			20.3			85.5			74.9
PRICES
Average Produced Gas Sales Price ($/Mcf)
East	$	7.83		$	7.69		$	7.78		$	7.99
Gulf Coast	$	8.25		$	7.24		$	8.03		$	7.37
West	$	6.55		$	5.68		$	6.13		$	6.05
Canada	$	4.95		$	6.37		$	5.47		$	6.18
Total (2)	$	7.46		$	6.83		$	7.23		$	7.13
Crude/Condensate Price ($/Bbl)
East	$	87.93		$	56.61		$	66.97		$	62.03
Gulf Coast	$	82.95		$	56.25		$	67.17		$	65.44
West	$	85.96		$	57.73		$	67.86		$	63.36
Canada	$	82.08		$	49.82		$	59.96		$	60.55
Total (2)	$	83.69		$	56.48		$	67.16		$	65.03
WELLS DRILLED
Gross		102			86			461			387
Net		78			59			391			307
Gross Success Rate		89	%		92	%		96	%		96	%

⁽¹⁾ These amounts relate to production associated with offshore and certain south Louisiana properties sold during the third quarter of 2006.

⁽²⁾ These realized prices include the realized impact of derivative instrument settlements.

	Quarter Ended December 31,					Twelve Months Ended December 31,
	2007			2006		2007			2006
Realized Impacts to Gas Pricing	$	1.00		$	0.58	$	0.99		$	0.35
Realized Impacts to Oil Pricing	$	(5.12	)	$	—	$	(0.97	)	$	—

CABOT OIL & GAS RESULTS — Page 5

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended December 31,					Twelve Months Ended December 31,
	2007		2006			2007		2006
Operating Revenues
Natural Gas Production	$	150,462	$	131,166		$	581,640	$	568,097
Brokered Natural Gas		26,858		26,262			93,215		93,651
Crude Oil and Condensate		15,954		11,097			55,243		91,380
Other		643		3,157			2,072		8,860
		193,917		171,682			732,170		761,988
Operating Expenses
Brokered Natural Gas Cost		23,846		23,451			81,819		83,375
Direct Operations—Field and Pipeline		20,039		19,312			77,170		74,790
Exploration		18,529		9,425			39,772		49,397
Depreciation, Depletion and Amortization		41,442		31,988			162,993		140,092
Impairment of Oil & Gas Properties		—		3,886			4,614		3,886
General and Administrative (excluding Stock-Based Compensation)		7,093		10,715			35,473		37,010
Stock-Based Compensation (1)		2,722		8,971			15,302		21,158
Taxes Other Than Income		11,659		10,912			53,782		55,351
		125,330		118,660			470,925		465,059
Gain on Sale of Assets (2)		1,155		2,073			13,448		232,017
Income from Operations		69,742		55,095			274,693		528,946
Interest Expense and Other		5,697		(710	)		17,161		18,441
Income Before Income Taxes		64,045		55,805			257,532		510,505
Income Tax Expense		21,998		23,679			90,109		189,330
Net Income	$	42,047	$	32,126		$	167,423	$	321,175
Net Earnings Per Share—Basic	$	0.43	$	0.33		$	1.73	$	3.32
Weighted Average Common Shares Outstanding		97,212		95,932			96,978		96,803

⁽¹⁾ Includes the impact of the Company’s performance share and restricted stock amortization as well as expense related to stock options and stock appreciation rights.

⁽²⁾ Gain on Sale of Assets is primarily related to the sale in the third quarter of 2006 of offshore and certain south Louisiana properties.

CABOT OIL & GAS RESULTS — Page 6

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

	December 31, 2007		December 31, 2006
Assets
Current Assets	$	221,413	$	315,682
Property, Equipment and Other Assets		1,939,334		1,487,897
Deferred Income Taxes		47,847		30,912
Total Assets	$	2,208,594	$	1,834,491
Liabilities and Stockholders’ Equity
Current Liabilities	$	252,266	$	251,027
Long-Term Debt, excluding Current Maturities		330,000		220,000
Deferred Income Taxes		481,770		347,430
Other Liabilities		74,301		70,836
Stockholders’ Equity		1,070,257		945,198
Total Liabilities and Stockholders’ Equity	$	2,208,594	$	1,834,491

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Quarter Ended December 31,						Twelve Months Ended December 31,
	2007			2006			2007			2006
Cash Flows From Operating Activities
Net Income	$	42,047		$	32,126		$	167,423		$	321,175
Impairment of Oil & Gas Properties		—			3,886			4,614			3,886
Income Charges Not Requiring Cash		44,140			40,997			179,234			161,363
Gain on Sale of Assets		(1,155	)		(2,073	)		(13,448	)		(232,017	)
Deferred Income Tax Expense		28,222			21,568			95,152			53,082
Changes in Assets and Liabilities		(5,062	)		(101,146	)		(10,610	)		9,703
Stock-Based Compensation Tax Benefit		6,857			(3,729	)		—			(9,485	)
Exploration Expense		18,529			9,425			39,772			49,397
Net Cash Provided by Operations		133,578			1,054			462,137			357,104
Cash Flows From Investing Activities
Capital Expenditures		(140,248	)		(122,810	)		(557,211	)		(467,430	)
Proceeds from Sale of Assets		1,235			6,487			7,061			329,474
Exploration Expense		(18,529	)		(9,425	)		(39,772	)		(49,397	)
Net Cash Used in Investing		(157,542	)		(125,748	)		(589,922	)		(187,353	)
Cash Flows From Financing Activities
Sale of Common Stock Proceeds		2,785			2,615			5,099			6,235
Net Increase / (Decrease) in Debt		35,000			(160,000	)		110,000			(100,000	)
Purchase of Treasury Stock		—			—			—			(46,492	)
Stock-Based Compensation Tax Benefit		(6,857	)		3,729			—			9,485
Dividends Paid		(2,917	)		(1,919	)		(10,670	)		(7,751	)
Net Cash Provided by / (Used in) Financing		28,011			(155,575	)		104,429			(138,523	)
Net Increase / (Decrease) in Cash and
Cash Equivalents	$	4,047		$	(280,269	)	$	(23,356	)	$	31,228

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 December 31,						Twelve Months Ended December 31,
	2007			2006			2007			2006
As Reported—Net Income	$	42,047		$	32,126		$	167,423		$	321,175
Reversal of Selected Items, Net of Tax:
Impairment of Oil & Gas Properties		—			2,429			2,870			2,429
Gain on Sale of Assets		(723	)		(1,296	)		(8,369	)		(145,102	)
Net Income Excluding Selected Items	$	41,324		$	33,259		$	161,924		$	178,502
As Reported—Net Earnings Per Share	$	0.43		$	0.33		$	1.73		$	3.32
Per Share Impact of Reversing Selected Items		—			0.02			(0.06	)		(1.48	)
Net Earnings Per Share Including Reversal of Selected Items	$	0.43		$	0.35		$	1.67		$	1.84
Weighted Average Common Shares Outstanding		97,212			95,932			96,978			96,803

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

	Quarter Ended December 31,						Twelve Months Ended December 31,
	2007			2006			2007			2006
Discretionary Cash Flow
As Reported—Net Income	$	42,047		$	32,126		$	167,423		$	321,175
Plus / (Less):
Impairment of Oil & Gas Properties		—			3,886			4,614			3,886
Income Charges Not Requiring Cash		44,140			40,997			179,234			161,363
Gain on Sale of Assets		(1,155	)		(2,073	)		(13,448	)		(232,017	)
Deferred Income Tax Expense		28,222			21,568			95,152			53,082
Exploration Expense		18,529			9,425			39,772			49,397
Discretionary Cash Flow		131,783			105,929			472,747			356,886
Changes in Assets and Liabilities		(5,062	)		(101,146	)		(10,610	)		9,703
Stock-Based Compensation Tax Benefit		6,857			(3,729	)		—			(9,485	)
Net Cash Provided by Operations	$	133,578		$	1,054		$	462,137		$	357,104

Net Debt Reconciliation

(In thousands)

	December 31, 2007			December 31, 2006
Current Portion of Long-Term Debt	$	20,000		$	20,000
Long-Term Debt		330,000			220,000
Total Debt	$	350,000		$	240,000
Stockholders’ Equity		1,070,257			945,198
Total Capitalization	$	1,420,257		$	1,185,198
Total Debt	$	350,000		$	240,000
Less: Cash and Cash Equivalents		(18,498	)		(41,854	)
Net Debt	$	331,502		$	198,146
Net Debt	$	331,502		$	198,146
Stockholders’ Equity		1,070,257			945,198
Total Adjusted Capitalization	$	1,401,759		$	1,143,344
Total Debt to Total Capitalization Ratio		24.6	%		20.2	%
Less: Impact of Cash and Cash Equivalents		1.0	%		2.9	%
Net Debt to Adjusted Capitalization Ratio		23.6	%		17.3	%