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 29, 2009

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 29, 2009, Cabot Oil & Gas Corporation filed a certificate of amendment to its certificate of incorporation with the Delaware Secretary of State. The amendment, which was effective upon filing, increased Cabot’s authorized common stock, par value $.10 per share, from 120,000,000 shares to 240,000,000 shares. The amendment was approved by Cabot’s stockholders at the 2009 annual meeting of stockholders held on April 28, 2009. In connection with that amendment, Cabot also filed with the Delaware Secretary of State a certificate of decrease of shares designated as Series A Junior Participating Preferred Stock decreasing the number of such shares authorized for issuance from 1,200,000 to 800,000. The shares of Series A Junior Participating Preferred Stock are issuable pursuant to the Rights Agreement between Cabot and The Bank of New York, as Rights Agent.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1	Certificate of Amendment of Certificate of Incorporation
3.2	Certificate of Decrease of Shares Designated as Series A Junior Participating Preferred Stock

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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: May 1, 2009

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EXHIBIT INDEX

No.	Description
3.1	Certificate of Amendment of Certificate of Incorporation
3.2	Certificate of Decrease of Shares Designated as Series A Junior Participating Preferred Stock

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EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

Cabot Oil & Gas Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), hereby adopts this Certificate of Amendment (this “Certificate of Amendment”), which amends its Certificate of Incorporation (the “Certificate of Incorporation”), as described below, and does hereby further certify that:

FIRST: The Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the amendment to the Certificate of Incorporation described herein, and the Corporation’s stockholders duly adopted such amendment, all in accordance with the provisions of Section 242 of the DGCL.

SECOND: The first sentence of Article IV of the Certificate of Incorporation is amended and restated to read in its entirety as follows:

The aggregate number of shares of all classes of stock which the Company shall have authority to issue is 245,000,000, divided into 5,000,000 shares of Preferred Stock, par value $.10 per share (“Preferred Stock”), and 240,000,000 shares of Common Stock, par value $.10 per share (the “Common Stock”).

IN WITNESS WHEREOF, this Certificate of Amendment has been executed by an authorized officer of the Corporation as of this 29th day of April, 2009.

CABOT OIL & GAS CORPORATION
By:	/s/ Lisa A. Machesney
	Lisa A. Machesney
	Vice President, Managing Counsel and
	Corporate Secretary

EX-3.2

Exhibit 3.2

CERTIFICATE OF DECREASE

of

SHARES DESIGNATED

as

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

of

CABOT OIL & GAS CORPORATION

Pursuant to Section 151 of the General Corporation Law

of the State of Delaware

CABOT OIL & GAS CORPORATION, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY:

FIRST: No shares of the series of Preferred Stock of the Corporation designated as “Series A Junior Participating Preferred Stock” have been issued.

SECOND: That pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on February 18, 2009 adopted the following resolutions to decrease the number of authorized shares of the series of Preferred Stock of the Corporation designated as “Series A Junior Participating Preferred Stock”:

RESOLVED, that the Board of Directors hereby adopts and approves an amendment to the resolution adopted by the Board of Directors on January 21, 1991 establishing the terms of a series of Preferred Stock designated as the “Series A Junior Participating Preferred Stock,” as previously amended by the Board of Directors on February 19, 2002 and February 24, 2006, to change all references to the number of shares constituting the Series A Junior Participating Preferred Stock to 800,000 shares; and further

RESOLVED, that the Certificate of Designations with respect to the Series A Junior Participating Preferred Stock be amended by replacing the number “1,200,000” in the resolution included in, and in Section 1 of, such Certificate of Designations (as previously amended) with the number “800,000” so that, as amended, the first sentence of said Section shall be and read as follows:

There shall be a series of Preferred Stock that shall be designated “Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall be 800,000.

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IN WITNESS WHEREOF, the undersigned has executed this Certificate and does affirm the foregoing as true this 29th day of April, 2009.

CABOT OIL & GAS CORPORATION
By:	/s/ Lisa A. Machesney
	Lisa A. Machesney
	Vice President, Managing Counsel and
	Corporate Secretary

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