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): July 23, 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 2.02 Results of Operations and Financial Condition.

On July 23, 2009, we issued a press release with respect to our 2009 second 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 July 23, 2009.

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: July 23, 2009

EXHIBIT INDEX

99.1 — Press release issued by Cabot Oil & Gas Corporation dated July 23, 2009

EX-99.1

Exhibit 99.1

FOR RELEASE	FOR MORE INFORMATION CONTACT
July 23, 2009	Scott Schroeder (281) 589-4993

Cabot Oil & Gas Announces Second Quarter Results

HOUSTON, July 23, 2009 - Cabot Oil & Gas Corporation (NYSE: COG) today reported second quarter net income of $25.5 million, or $0.25 per share. Removing the selected items, (which are detailed in the Selected Items Table and include the loss related to the sale of the Company’s Canadian operations), the quarter’s net income was $39.1 million, or $0.38 per share. These figures compare to the 2008 second quarter numbers (for both the reported results and after the removal of selected items) of $54.6 million, or $0.55 per share, and $69.9 million, or $0.71 per share, for net income respectively.

Cash flow from operations for the 2009 second quarter totaled $147.9 million, while discretionary cash flow was $133.6 million. Comparatively, 2008 second quarter cash flow from operations was $143.7 million, and discretionary cash flow was $147.1 million.

“This marks our 25th consecutive quarter of profitability,” said Dan O. Dinges, Chairman, President and Chief Executive Officer. “These results include a ten percent increase in second quarter 2009 equivalent production over the second quarter of 2008 but also reflect a reduced commodity price realization.” The production growth rate was driven by a 42 percent increase in the East region and a 20 percent increase in the Gulf Coast region for comparable year over year quarters. On the pricing front, even with the hedge benefit, the price realization fell short of last year. Realized natural gas prices were $7.25 per Mcf in the 2009 second quarter versus $9.30 per Mcf in the 2008 second quarter. Realized oil prices fell 15 percent to $83.76 per barrel.”

In terms of cost comparisons, overall reported expenses were higher, but per unit levels were lower in this second quarter versus last year’s second quarter. The higher components of DD&A, interest and exploration expense are related to the impact of the August 2008 east Texas acquisition.

- 1 -

Year-to-Date

In the six months ended June 30, 2009, Cabot reported net income of $73.1 million, or $0.71 per share, compared to $100.6 million, or $1.03 per share, for the same period last year. The cash flow comparisons for the six months ended June 30, 2009 and June 30, 2008, respectively, are cash flow from operations of $300.4 million versus $276.4 million and discretionary cash flow of $271.7 million versus $285.5 million. The 2009 six-month net income figure, after removal of the selected items, was $81.3 million, or $0.78 per share, versus $126.9 million, or $1.29 per share for the six-month period ended June 30, 2008.

“The same dynamic that drove the quarter results apply to the year-to-date periods – increased production and lower price realizations,” stated Dinges. “Production was up approximately 13 percent while natural gas and oil prices each fell 14 percent.” Expenses including financing costs were up three percent between the six-month year-to-date comparable periods.

Conference Call

Listen in live to Cabot Oil & Gas Corporation’s second quarter financial and operating results discussion with financial analysts on Friday, July 24, 2009 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 18590704. The replay will be available through Sunday, July 26, 2009. 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 its entire resource base located in the continental United States. 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.

- 2 -

CABOT OIL & GAS RESULTS — Page 3

OPERATING DATA

	Quarter Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
East		8.4			5.9			15.7			11.9
Gulf Coast		9.3			7.7			19.7			15.1
West		6.2			7.1			12.4			13.5
Canada		0.4			1.4			1.0			2.6
Total		24.3			22.1			48.8			43.1
Crude/Condensate/Ngl
East		5			6			9			12
Gulf Coast		147			136			300			280
West		44			43			79			79
Canada		2			5			6			11
Total		198			190			394			382
Equivalent Production (Bcfe)		25.6			23.2			51.2			45.4
PRICES
Average Produced Gas Sales Price ($/Mcf)
East	$	7.09		$	9.64		$	7.67		$	8.96
Gulf Coast	$	8.79		$	10.36		$	8.55		$	9.35
West	$	5.36		$	8.04		$	5.45		$	7.67
Canada	$	3.22		$	8.41		$	3.40		$	7.91
Total (1)	$	7.25		$	9.30		$	7.38		$	8.63
Average Crude/Condensate Price ($/Bbl)
East	$	54.24		$	118.33		$	46.90		$	103.89
Gulf Coast	$	94.51		$	91.87		$	90.72		$	88.11
West	$	52.15		$	118.18		$	43.37		$	108.12
Canada	$	45.14		$	96.89		$	36.46		$	87.26
Total (1)	$	83.76		$	98.68		$	79.55		$	92.58
WELLS DRILLED
Gross		33			116			82			201
Net		28			97			65			162
Gross Success Rate		100	%		99	%		98	%		99	%

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

	Quarter Ended June 30,					Six Months Ended June 30,
	2009		2008			2009		2008
Realized Impacts to Gas Pricing	$	4.15	$	(0.97	)	$	3.74	$	(0.48	)
Realized Impacts to Oil Pricing	$	30.78	$	(21.19	)	$	34.87	$	(14.88	)

CABOT OIL & GAS RESULTS — Page 4

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended June 30,					Six Months Ended June 30,
	2009			2008		2009			2008
Operating Revenues
Natural Gas Production	$	176,213		$	202,689	$	360,735		$	369,248
Brokered Natural Gas		11,704			27,188		45,085			62,808
Crude Oil and Condensate		16,210			18,600		30,452			35,087
Other		697			377		2,491			1,362
		204,824			248,854		438,763			468,505
Operating Expenses
Brokered Natural Gas Cost		10,684			24,140		40,433			54,430
Direct Operations - Field and Pipeline		23,073			22,636		48,552			40,127
Exploration		10,397			7,290		16,863			12,351
Depreciation, Depletion and Amortization		61,838			48,401		126,930			94,668
General and Administrative (excluding Stock-Based Compensation)		10,946			11,782		22,882			21,779
Stock-Based Compensation (1)		6,171			21,695		11,300			39,271
Taxes Other Than Income		10,914			19,225		23,812			36,122
		134,023			155,169		290,772			298,748
Gain / (Loss) on Sale of Assets (2)		(16,562	)		401		(3,855	)		401
Income from Operations		54,239			94,086		144,136			170,158
Interest Expense and Other		15,046			6,207		29,272			12,198
Income Before Income Taxes		39,193			87,879		114,864			157,960
Income Tax Expense		13,691			33,254		41,782			57,360
Net Income	$	25,502		$	54,625	$	73,082		$	100,600
Net Earnings Per Share – Basic	$	0.25		$	0.55	$	0.71		$	1.03
Weighted Average Common Shares Outstanding		103,640			98,467		103,581			98,092

⁽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 Plans which commenced in 2008.

⁽²⁾ The loss on sale of assets in 2009 primarily relates to a loss on our April 2009 sale of our Canadian properties, partially offset by a gain on sale of assets from the first quarter 2009 sale of the Thornwood properties in the East.

CABOT OIL & GAS RESULTS — Page 5

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

	June 30, 2009		December 31, 2008
Assets
Current Assets	$	370,822	$	460,551
Property, Equipment and Other Assets		3,252,862		3,241,113
Total Assets	$	3,623,684	$	3,701,664
Liabilities and Stockholders’ Equity
Current Liabilities	$	265,127	$	378,913
Long-Term Debt, excluding Current Maturities		795,000		831,143
Deferred Income Taxes		628,234		599,106
Other Liabilities		98,851		101,940
Stockholders’ Equity		1,836,472		1,790,562
Total Liabilities and Stockholders’ Equity	$	3,623,684	$	3,701,664

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Quarter Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
Cash Flows From Operating Activities
Net Income	$	25,502		$	54,625		$	73,082		$	100,600
Unrealized (Gain) / Loss on Derivatives		126			2,909			(815	)		2,909
Income Charges Not Requiring Cash		69,151			50,692			140,443			114,498
(Gain) / Loss on Sale of Assets		16,562			(401	)		3,855			(401	)
Deferred Income Tax Expense		11,903			31,955			38,252			55,515
Changes in Assets and Liabilities		14,210			(8,005	)		28,705			(9,061	)
Stock-Based Compensation Tax Benefit		—			4,642			—			—
Exploration Expense		10,397			7,290			16,863			12,351
Net Cash Provided by Operations		147,851			143,707			300,385			276,411
Cash Flows From Investing Activities
Capital Expenditures		(121,941	)		(244,510	)		(292,970	)		(372,611	)
Proceeds from Sale of Assets		64,604			1,150			79,667			1,150
Exploration Expense		(10,397	)		(7,290	)		(16,863	)		(12,351	)
Net Cash Used in Investing		(67,734	)		(250,650	)		(230,166	)		(383,812	)
Cash Flows From Financing Activities
Sale of Common Stock Proceeds		1			313,867			150			316,107
Net Increase / (Decrease) in Debt		(62,000	)		(105,000	)		(52,000	)		(85,000	)
Capitalized Debt Issuance Costs		(10,409	)		—			(10,409	)		—
Stock-Based Compensation Tax Benefit		—			(4,642	)		—			—
Dividends Paid		(3,110	)		(2,943	)		(6,213	)		(5,873	)
Net Cash (Used in) / Provided by Financing		(75,518	)		201,282			(68,472	)		225,234
Net Increase in Cash and Cash Equivalents	$	4,599		$	94,339		$	1,747		$	117,833

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 June 30,					Six Months Ended June 30,
	2009		2008			2009			2008
As Reported - Net Income	$	25,502	$	54,625		$	73,082		$	100,600
Reversal of Selected Items, Net of Tax:
(Gain) / Loss on Sale of Assets (1)		9,596		(253	)		1,629			(253	)
Stock-Based Compensation Expense		3,875		13,668			7,091			24,723
Unrealized (Gain) / Loss on Derivatives (2)		79		1,833			(511	)		1,833
Net Income Excluding Selected Items	$	39,052	$	69,873		$	81,291		$	126,903
As Reported - Net Earnings Per Share	$	0.25	$	0.55		$	0.71		$	1.03
Per Share Impact of Reversing Selected Items		0.13		0.16			0.07			0.26
Net Earnings Per Share Including Reversal of Selected Items	$	0.38	$	0.71		$	0.78		$	1.29
Weighted Average Common Shares Outstanding		103,640		98,467			103,581			98,092

⁽¹⁾ The loss on sale of assets in 2009 primarily relates to a loss on our April 2009 sale of our Canadian properties, partially offset by a gain on sale of assets from the first quarter 2009 sale of the Thornwood properties in the East. The loss on sale of assets for the three and six months ended June 30, 2009 considers a tax benefit associated with foreign tax credits.

⁽²⁾ 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 the Company’s natural gas basis swaps.

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

	Quarter Ended June 30,					Six Months Ended June 30,
	2009		2008			2009			2008
Discretionary Cash Flow
As Reported - Net Income	$	25,502	$	54,625		$	73,082		$	100,600
Plus / (Less):
Unrealized (Gain) / Loss on Derivatives		126		2,909			(815	)		2,909
Income Charges Not Requiring Cash		69,151		50,692			140,443			114,498
(Gain) / Loss on Sale of Assets		16,562		(401	)		3,855			(401	)
Deferred Income Tax Expense		11,903		31,955			38,252			55,515
Exploration Expense		10,397		7,290			16,863			12,351
Discretionary Cash Flow		133,641		147,070			271,680			285,472
Changes in Assets and Liabilities		14,210		(8,005	)		28,705			(9,061	)
Stock-Based Compensation Tax Benefit		—		4,642			—			—
Net Cash Provided by Operations	$	147,851	$	143,707		$	300,385		$	276,411

Net Debt Reconciliation

(In thousands)

	June 30, 2009			December 31, 2008
Current Portion of Long-Term Debt	$	20,000		$	35,857
Long-Term Debt		795,000			831,143
Total Debt	$	815,000		$	867,000
Stockholders’ Equity		1,836,472			1,790,562
Total Capitalization	$	2,651,472		$	2,657,562
Total Debt	$	815,000		$	867,000
Less: Cash and Cash Equivalents		(29,848	)		(28,101	)
Net Debt	$	785,152		$	838,899
Net Debt	$	785,152		$	838,899
Stockholders’ Equity		1,836,472			1,790,562
Total Adjusted Capitalization	$	2,621,624		$	2,629,461
Total Debt to Total Capitalization Ratio		30.7	%		32.6	%
Less: Impact of Cash and Cash Equivalents		0.8	%		0.7	%
Net Debt to Adjusted Capitalization Ratio		29.9	%		31.9	%