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 29, 2008

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10447	04-3072771
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		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 29, 2008, we issued a press release with respect to our 2008 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 29, 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: October 29, 2008

EXHIBIT INDEX

99.1 —     Press release issued by Cabot Oil & Gas Corporation dated October 29, 2008

EX-99.1

Exhibit 99.1

FOR RELEASE	FOR MORE INFORMATION CONTACT
October 29, 2008	Scott Schroeder (281) 589-4993

Cabot Oil & Gas Continues Record Pace

HOUSTON, October 29, 2008—Cabot Oil & Gas Corporation (NYSE: COG) today announced that for the third consecutive quarter, the Company established new highs versus comparable historical quarters (excluding selected items – see page 7 of this release). For the third quarter ended September 30, 2008, Cabot reported net income of $67.0 million, or $0.65 per share, and $60.1 million, or $0.58 per share after removing gains in the quarter related to stock compensation and unrealized hedge gains. This compares to a reported net income figure last year of $35.5 million, or $0.37 per share, and a selected items figure of $39.5 million, or $0.41 per share, after removing expenses for an impairment and stock compensation.

“While the last three months in the market have felt negative, the fundamentals around Cabot’s operation are strong, and we continue to execute our plan,” said Dan O. Dinges, Chairman, President and Chief Executive Officer. “That effort has resulted in another extremely successful financial quarter, together with positive operational results.”

The Company has created new third quarter benchmarks with cash flow from operations rising to $148.3 million versus $86.8 million in last year’s third quarter. Discretionary cash flow totaled $161.0 million versus $121.7 million in last year’s third quarter. “At a time in the business cycle when cash is king, we are pleased to be able to generate high levels of cash flow to fund our operating plan,” commented Dinges.

Driving these results were higher realized prices and higher natural gas production levels. Realized natural gas prices grew 27 percent between comparable third quarters, reaching $8.66 per Mcf for 2008. Crude oil realizations also increased, moving higher to $99.34 per barrel, or by 40 percent between comparable third quarters. Production levels experienced double digit growth driven by an increase in natural gas production, primarily from the Company’s Gulf Coast region. Oil volumes were essentially flat when comparing third quarters.

“We closed our east Texas acquisition in August giving us incremental production volumes above our original expectations, with some of this increment offset by hurricane impacts related to Gustav and Ike,” said Dinges.

On the expense side, there was a general increase in levels between comparable quarters, due to continued inflationary pressures, higher prices and the inclusion of the acquired properties (that drove up the DD&A rate). Lower exploration expense, no impairments and lower stock compensation did offset some of the increases.

Year-to-Date

For 2008 and 2007 year-to-date periods, the reported net income figures were $167.6 million, or $1.68 per share, and $125.4 million, or $1.29 per share, respectively. The nine month net income results, after removal of selected items, were $187 million for net income, or $1.87 earnings per share for 2008, which compares favorably with the income reported in the nine months last year of $128.4 million, or $1.33 per share.

Cash flow from operations for the year-to-date period reached $424.7 million versus $328.6 million last year, while the discretionary cash flow comparison year-to-date was $446.5 million versus $341 million for 2008 and 2007, respectively.

Again, the significant up-tick in prices, together with increased volumes brought the better results. Natural gas prices increased 21 percent, while oil prices were up 53 percent between year-to-date 2008 and 2007 periods. Equivalent production volumes were nine percent higher during these same comparable periods.

Balance Sheet

“Clearly a topic on everyone’s mind is the balance sheet and the Company’s underlying liquidity levels,” stated Dinges. Cabot Oil & Gas ended the quarter with approximately $47 million in cash and $165 million of capacity on its revolving credit facility. With debt totaling $820 million, the Company still has a 33 percent debt to capitalization ratio.

Conference Call

Listen in live to Cabot Oil & Gas Corporation’s third quarter financial and operating results discussion with financial analysts on Thursday, October 30, 2008 at 9:30 a.m. EDT (8:30 a.m. 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 66519033. The replay will be available through Saturday, November 1, 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.

2

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 September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
East		6.4			6.2			18.3			18.2
Gulf Coast		9.3			6.8			24.4			19.7
West		6.5			6.6			20.0			19.4
Canada		0.8			1.0			3.4			3.0
Total		23.0			20.6			66.1			60.3
Crude/Condensate/Ngl
East		5			7			17			20
Gulf Coast		152			154			432			463
West		44			50			123			140
Canada		6			4			17			14
Total		207			215			589			637
Equivalent Production (Bcfe)		24.2			21.9			69.6			64.1
PRICES
Average Produced Gas Sales Price ($/Mcf)
East	$	8.44		$	7.37		$	8.78		$	7.76
Gulf Coast	$	9.82		$	7.82		$	9.53		$	7.95
West	$	7.37		$	5.47		$	7.58		$	6.00
Canada	$	7.60		$	4.95		$	7.84		$	5.63
Total (1)	$	8.66		$	6.80		$	8.64		$	7.15
Average Crude/Condensate Price ($/Bbl)
East	$	106.23		$	68.12		$	104.63		$	60.78
Gulf Coast	$	95.28		$	71.16		$	90.58		$	62.27
West	$	112.24		$	70.85		$	109.60		$	62.81
Canada	$	100.46		$	63.47		$	92.03		$	54.97
Total (1)	$	99.34		$	70.85		$	94.93		$	62.17
WELLS DRILLED
Gross		132			137			333			359
Net		115			110			277			313
Gross Success Rate		99	%		98	%		99	%		98	%

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

	Quarter Ended September 30,					Nine Months Ended September 30,
	2008			2007		2008			2007
Realized Impacts to Gas Pricing	$	(0.30	)	$	1.40	$	(0.42	)	$	0.99
Realized Impacts to Oil Pricing	$	(15.39	)	$	—	$	(15.05	)	$	0.29

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,
	2008			2007			2008		2007
Operating Revenues
Natural Gas Production	$	200,279		$	140,300		$	569,527	$	431,178
Brokered Natural Gas		23,855			15,179			86,663		66,357
Crude Oil and Condensate		20,002			15,084			55,089		39,289
Other		684			285			2,046		1,429
		244,820			170,848			713,325		538,253
Operating Expenses
Brokered Natural Gas Cost		20,891			13,223			75,321		57,973
Direct Operations—Field and Pipeline		24,974			20,996			65,101		57,131
Exploration		6,413			8,766			18,764		21,243
Depreciation, Depletion and Amortization		57,407			43,585			152,075		121,551
Impairment of Oil & Gas Properties		—			4,614			—		4,614
General and Administrative (excluding Stock-Based Compensation)		9,486			7,831			31,265		28,380
Stock-Based Compensation (1)		(9,695	)		1,884			29,576		12,580
Taxes Other Than Income		20,627			14,379			56,749		42,123
		130,103			115,278			428,851		345,595
Gain / (Loss) on Sale of Assets (2)		—			(49	)		401		12,293
Income from Operations		114,717			55,521			284,875		204,951
Interest Expense and Other		10,486			3,921			22,684		11,464
Income Before Income Taxes		104,231			51,600			262,191		193,487
Income Tax Expense		37,241			16,147			94,601		68,111
Net Income	$	66,990		$	35,453		$	167,590	$	125,376
Net Earnings Per Share—Basic	$	0.65		$	0.37		$	1.68	$	1.29
Weighted Average Common Shares Outstanding		103,351			97,068			99,858		96,899

⁽¹⁾ Includes the impact of the Company’s performance share awards and restricted stock amortization as well as expense related to stock options and stock appreciation rights. Also includes expense for the Supplemental Employee Incentive Plan which commenced in January 2008.

⁽²⁾ Gain / (Loss) on Sale of Assets is primarily related to post-closing transactions associated with 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)

	September 30, 2008		December 31, 2007
Assets
Current Assets	$	430,494	$	221,413
Property, Equipment and Other Assets		3,023,400		1,939,334
Deferred Income Taxes		84,212		47,847
Total Assets	$	3,538,106	$	2,208,594
Liabilities and Stockholders’ Equity
Current Liabilities	$	318,034	$	252,266
Long-Term Debt, excluding Current Maturities		800,000		330,000
Deferred Income Taxes		674,007		481,770
Other Liabilities		75,047		74,301
Stockholders’ Equity		1,671,018		1,070,257
Total Liabilities and Stockholders’ Equity	$	3,538,106	$	2,208,594

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Cash Flows From Operating Activities
Net Income	$	66,990		$	35,453		$	167,590		$	125,376
Unrealized (Gain) / Loss on Derivatives		(1,260	)		—			1,649			—
Impairment of Oil & Gas Properties		—			4,614			—			4,614
Income Charges Not Requiring Cash		47,948			45,511			162,446			135,094
(Gain) / Loss on Sale of Assets		—			49			(401	)		(12,293	)
Deferred Income Tax Expense		40,944			27,318			96,459			66,930
Changes in Assets and Liabilities		(1,707	)		(34,148	)		(10,768	)		(5,548	)
Stock-Based Compensation Tax Benefit		(11,011	)		(811	)		(11,011	)		(6,857	)
Exploration Expense		6,413			8,766			18,764			21,243
Net Cash Provided by Operations		148,317			86,752			424,728			328,559
Cash Flows From Investing Activities
Capital Expenditures		(791,728	)		(145,032	)		(1,164,339	)		(416,963	)
Proceeds from Sale of Assets		—			1			1,150			5,826
Exploration Expense		(6,413	)		(8,766	)		(18,764	)		(21,243	)
Net Cash Used in Investing		(798,141	)		(153,797	)		(1,181,953	)		(432,380	)
Cash Flows From Financing Activities
Sale of Common Stock Proceeds		122			7			316,229			2,314
Net Increase in Debt		555,000			60,000			470,000			75,000
Capitalized Debt Issuance Costs		(2,166	)		—			(2,166	)		—
Stock-Based Compensation Tax Benefit		11,011			811			11,011			6,857
Dividends Paid		(3,100	)		(2,913	)		(8,973	)		(7,753	)
Net Cash Provided by Financing		560,867			57,905			786,101			76,418
Net Increase / (Decrease) in Cash and Cash Equivalents	$	(88,957	)	$	(9,140	)	$	28,876		$	(27,403	)

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,
	2008			2007		2008			2007
As Reported—Net Income	$	66,990		$	35,453	$	167,590		$	125,376
Reversal of Selected Items, Net of Tax:
Impairment of Oil & Gas Properties		—			2,870		—			2,870
(Gain) / Loss on Sale of Assets		—			30		(253	)		(7,647	)
Stock-Based Compensation Expense		(6,098	)		1,172		18,625			7,825
Unrealized (Gain) / Loss on Derivatives(1)		(793	)		—		1,040			—
Net Income Excluding Selected Items	$	60,099		$	39,525	$	187,002		$	128,424
As Reported—Net Earnings Per Share	$	0.65		$	0.37	$	1.68		$	1.29
Per Share Impact of Reversing Selected Items		(0.07	)		0.04		0.19			0.04
Net Earnings Per Share Including Reversal of Selected Items	$	0.58		$	0.41	$	1.87		$	1.33
Weighted Average Common Shares Outstanding		103,351			97,068		99,858			96,899

⁽¹⁾ This unrealized gain / (loss) is included in Natural Gas Production Revenues in the Condensed Consolidated Statement of Operations and represents the mark to market change related to a portion of a derivative not designated as a hedge in the second quarter of 2008.

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2008			2007			2008			2007
Discretionary Cash Flow
As Reported—Net Income	$	66,990		$	35,453		$	167,590		$	125,376
Plus / (Less):
Unrealized (Gain) / Loss on Derivatives		(1,260	)		—			1,649			—
Impairment of Oil & Gas Properties		—			4,614			—			4,614
Income Charges Not Requiring Cash		47,948			45,511			162,446			135,094
(Gain) / Loss on Sale of Assets		—			49			(401	)		(12,293	)
Deferred Income Tax Expense		40,944			27,318			96,459			66,930
Exploration Expense		6,413			8,766			18,764			21,243
Discretionary Cash Flow		161,035			121,711			446,507			340,964
Changes in Assets and Liabilities		(1,707	)		(34,148	)		(10,768	)		(5,548	)
Stock-Based Compensation Tax Benefit		(11,011	)		(811	)		(11,011	)		(6,857	)
Net Cash Provided by Operations	$	148,317		$	86,752		$	424,728		$	328,559

Net Debt Reconciliation

(In thousands)

	September 30, 2008			December 31, 2007
Current Portion of Long-Term Debt	$	20,000		$	20,000
Long-Term Debt		800,000			330,000
Total Debt	$	820,000		$	350,000
Stockholders’ Equity		1,671,018			1,070,257
Total Capitalization	$	2,491,018		$	1,420,257
Total Debt	$	820,000		$	350,000
Less: Cash and Cash Equivalents		(47,374	)		(18,498	)
Net Debt	$	772,626		$	331,502
Net Debt	$	772,626		$	331,502
Stockholders’ Equity		1,671,018			1,070,257
Total Adjusted Capitalization	$	2,443,644		$	1,401,759
Total Debt to Total Capitalization Ratio		32.9	%		24.6	%
Less: Impact of Cash and Cash Equivalents		1.3	%		1.0	%
Net Debt to Adjusted Capitalization Ratio		31.6	%		23.6	%