EXHIBIT
99.3




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                WORLDWIDE
      PETROLEUM CONSULTANTS
                ENGINEERING
      • GEOLOGY • GEOPHYSICS • PETROPHYSICS
              CHAIRMAN
      & CEO
                C.S.
      (SCOTT) REES III
                PRESIDENT
      & COO
                DANNY
      D. SIMMONS
                EXECUTIVE
      VP
                G.
      LANCE BINDER
              EXECUTIVE
      COMMITTEE
                P.
      SCOTT FROST • DALLAS
                J.
      CARTER HENSON, JR. • HOUSTON
                DAN
      PAUL SMITH • DALLAS
                JOSEPH
      J. SPELLMAN • DALLAS
                THOMAS
      J. TELLA II • DALLAS
 
 
 
 February 21,
2008
 
 
 Mr. William
T. Van Kleef
 Chairman
 Noble
Energy, Inc. Audit Committee
 Suite
100
 100
Glenborough Drive
 Houston,
Texas 77067
 
 Dear Mr. Van
Kleef:
 
 In accordance with your request, we have
audited the estimates prepared by Noble Energy, Inc. (Noble), as of December 31, 2007, of the proved
reserves to the Nobleinterest
in certainoil and gas properties located in the United States and
throughout the world.  These estimates are based on constant prices and
costs, as discussed in subsequent paragraphs of this letter.  We have
examined the estimates with respect to reserves quantities, reserves
categorization, and future producing rates, using the definitions set forth in
U.S. Securities and Exchange Commission (SEC) Regulation S-X Rule 4-10(a) and
subsequent staff interpretations and guidance.  The estimates of reserves
have been prepared in accordance with the definitions and guidelines of the
SEC.
 
 The following table sets forth Noble's
estimates of the net reserves as of December 31, 2007, for the audited
properties:
 Net
      ReservesCategory
                
                Oil
                  (Barrels)
                
                Gas
                  (MCF)Proved
      DevelopedProducing
                
                202,852,591
                
                2,331,506,062Non-Producing
                
                26,187,838
                
                224,549,875Proved
      Undeveloped
                
                99,989,511
                
                751,411,215Total
      Proved
                
                329,029,940
                
                3,307,467,152
  The oil reserves shown include crude
oil, condensate, and natural gas liquids (NGL).  Oil volumes are expressed
in barrels that are equivalent to 42 United States gallons.  Gas volumes
are expressed in thousands of cubic feet (MCF) at standard temperature and
pressure bases.
 
 When compared on a field-by-field basis,
some of the estimates of Noble are greater and some are less than the estimates
of Netherland, Sewell&Associates. Inc.  However, in our
opinion the estimates of Noble's proved reserves shown herein are, in the
aggregate, reasonable and have been prepared in accordance with generally
accepted petroleum engineering and evaluation principles.  These principles
are set forth in the Standards Pertaining to the Estimating and Auditing of Oil
and Gas Reserves Information promulgated by the Society of Petroleum
Engineers.  We are satisfied with the methods and procedures used by Noble
in preparing the December 31, 2007, estimates of reserves, and we saw
nothing of an unusual nature that would cause us to take exception with the
estimates, in the aggregate, as prepared by Noble.
      
 4500
      Thanksgiving Tower •1601 Elm Street • Dallas, Texas 75201-4754 • Ph:
      214-969-5401 • Fax: 214-969-5411
                  nsai@nsai-petro.com1221
      Lamar Street, Suite 1200 •Houston, Texas 77010-3072 • Ph: 713-654-4950 •
      Fax: 713-654-4951
                  netherlandsewell.com
   1
  
 
 
 
 The estimates shown herein are for
proved developed producing, proved developed non-producing, and proved
undeveloped reserves.  Noble's estimates do not include probable or
possible reserves that may exist for these properties, nor do they include any
consideration of undeveloped acreage beyond those tracts for which undeveloped
reserves have been estimated.  Reserves categorization conveys the relative
degree of certainty; reserves subcategorization is based on development and
production status.  The estimates of reserves and future revenue included
herein have not been adjusted for risk.
 
 Oil, NGL, and gas prices were used only
to determine economic limits for the properties and economic viability of future
projects.  Oil and NGL prices used by Noble are based on the December 31.
2007, Energy Intelligence Group, Inc.'s West Texas Intermediate (Cushing) price
of $95.92 per barrel and are adjusted by lease for quality, transportation fees,
and regional price differentials.  Gas prices used by Noble are based on
the December 31, 2007, Platts Henry Hub spot market price of $6.795 per MMBTU
and are adjusted by lease for energy content, transportation fees, and regional
price differentials.  All prices are held constant throughout the lives of
the properties.
 
 Operating costs and capital costs were
used only to determine economic limits for the properties and economic viability
of future projects.  Lease and well operating costs used by Noble are based
on historical operating expense records.  These costs include the per-well
overhead expenses allowed under joint operating agreements along with estimates
of costs to be incurred at and below the district and field levels. 
Headquarters general and administrative overhead expenses of Noble are included
only to the extent that they are covered under joint operating agreements for
the operated properties.  Lease and well operating costs are held constant
throughout the lives of the properties.  Noble's estimates of capital costs
are included as required for workovers, new development wells, and production
equipment.  The future capital costs are held constant to the date of
expenditure.
 
 It should be understood that our audit
does not constitute a complete reserves study of the oil and gas properties of
Noble.  Our audit consisted primarily of substantive testing, wherein we
conducted a detailed review of major properties making up approximately 81
percent of the company's total proved reserves.  In the conduct of our
audit, we have not independently verified the accuracy and completeness of
information and data furnished by Noble with respect to ownership interests, oil
and gas production, well test data, historical costs of operation and
development, product prices, or any agreements relating to current and future
operations of the properties and sales of production.  However, if in the
course of our examination something came to our attention that brought into
question the validity or sufficiency of any such information or data, we did not
rely on such information or data until we had satisfactorily resolved our
questions relating thereto or had independently verified such information or
data.  Our audit did not include a review of Noble's overall reserves
management processes and practices.
 
 In evaluating the information at our
disposal concerning this audit, we have excluded from our consideration all
matters as to which the controlling interpretation may be legal or accounting,
rather than engineering and geologic.  As in all aspects of oil and gas
evaluation, there are uncertainties inherent in the interpretation of
engineering and geologic data; therefore, our conclusions necessarily represent
only informed professional judgment.
 
   2
  
 
 
 Supporting data documenting this audit,
along with data provided by Noble, are on file in our office.  We are
independent petroleum engineers, geologists, geophysicists, and petrophysicists
with respect to Noble Energy, Inc. as provided in the Standards Pertaining to
the Estimating and Auditing of Oil and Gas Reserves Information promulgated by
the Society of Petroleum Engineers.  We do not own an interest in these
properties and are not employed on a contingent basis.
 
 Sincerely,NETHERLAND, SEWELL &
      ASSOCIATES, INC.By: /s/ C.H. (Scott) Rees III,
      P.E.C.H. (Scott) Rees III,
      P.E.Chairman and Chief Executive
      OfficerBy:/s/Danny
      D. Simmons. P.E.
              By:/s/David
      E. Nice, P.G.Danny D. Simmons,
      P.E.
              David E. Nice,
      P.G.President and Chief Operating
      Officer
              Vice
    PresidentDate Signed:February 21,
      2008
              Date Signed:February 21,
      2008
 
 
 RBT:PSF
 
 Please be advised that the digital
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      signed document maintained by NSAI.  The digital document is
      subject to the parameters, limitations, and conditions stated in the
      original document.  In the event of any differences between the
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      control and supersede the digital
  document.




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