UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
   FORM
11-K
  
 (Mark
One)
  x           ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For
the fiscal year ended December 31, 2008
  OR
   ̈   TRANSITION
REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
  For
the transition period from ____________ to ____________
  Commission
File No. 001–07964
  
  A.           Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
  NOBLE
ENERGY, INC.
 THRIFT
AND PROFIT SHARING PLAN
  B.           Name
of issuer of the securities held pursuant to the plan and the address of its
principal executive office:
  NOBLE
ENERGY, INC.
 100
Glenborough  Drive,  Suite 100
 Houston,
Texas 77067
   
  NOBLE
ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
 
 Index to Financial Statements and Supplemental
Schedule
 
 
 Report of Independent Registered
      Public Accounting Firm
              3Financial
      StatementsStatements of Net Assets Available for Benefits
      as of December 31, 2008 and 2007
              4Statements of Changes in Net Assets
      Available for Benefits for the years ended December 31, 2008 and
      2007
              5Notes to Financial
Statements
              6Supplemental
      ScheduleSchedule 1 – Schedule H, Line 4i – Schedule of Assets
      (Held at End of Year) as of December 31, 2008
              13
 
 All other
schedules required by the Department of Labor’s Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974 have been omitted because they are not applicable.
  2
 Table of Contents
  Report of Independent Registered Public
Accounting Firm
 
 The
Employee Benefits Committee
 Noble
Energy, Inc. Thrift and Profit Sharing Plan:
 
 We have
audited the accompanying statements of net assets available for benefits of the
Noble Energy, Inc. Thrift and Profit Sharing Plan (the Plan) as of
December 31, 2008 and 2007, and the related statements of changes in net
assets available for benefits for the years then ended. These financial
statements are the responsibility of the Plan’s management. Our responsibility
is to express an opinion on these financial statements based on our
audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of the Plan as of
December 31, 2008 and 2007, and the changes in net assets available for
benefits for the years then ended, in conformity with U.S. generally accepted
accounting principles.
 
 Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule H, line 4i –
schedule of assets (held at end of year) as of December 31, 2008 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements but is supplementary information required by the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedule
is the responsibility of the Plan’s management. The supplemental schedule has
been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a
whole.
 
 /s/ KPMG
LLP
  Houston,
Texas
 June 5,
2009
 
  3
 Table of Contents
   NOBLE
      ENERGY, INC. THRIFT AND PROFIT SHARING PLANStatements of Net Assets Available for
      BenefitsDecember
      31,2008
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2007AssetsInvestments,
      at fair value (Note 4)
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  107,207,707
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  147,021,971Participant loans
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3,428,393
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  3,077,080ReceivablesParticipant
      contributions receivable
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  250,243Employer
      contributions receivable
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2,806,175
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  1,609,404Interest
      and dividends receivable
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2,253
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  7,021Total
      receivables
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  2,808,428
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  1,866,668Cash,
      non-interest bearing
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  7,680
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  -Total
      Assets
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  113,452,208
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  151,965,719LiabilitiesDue
      to trustee for securities purchased
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  115,388
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  41,172Total
      Liabilities
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  115,388
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  41,172Net
      Assets Available for Benefits, Before Adjustment
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  113,336,820
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  151,924,547Adjustment
      from fair value to contract value for fullybenefit-responsive
      investment contracts
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  920,016
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  179,882Net
      Assets Available for Benefits
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  114,256,836
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  
                                                                                                                                                                                                                  $
                                                                                                                                                                                                                  152,104,429The
      accompanying notes are an integral part of these financial
      statements.
    4
 Table of Contents
   NOBLE
      ENERGY, INC. THRIFT AND PROFIT SHARING PLANStatements of Changes in Net Assets Available
      for BenefitsYear
      Ended December 31,2008
                                                      
                                                      
                                                      2007Investment
      (Loss) IncomeNet
      (depreciation) appreciation in fair value of investments (Note
      4)
                                                      
                                                      $
                                                      (49,722,935
                                                      )
                                                      
                                                      $
                                                      13,225,534Dividends
                                                      
                                                      
                                                      3,002,703
                                                      
                                                      
                                                      
                                                      7,303,569Participant
      loan interest
                                                      
                                                      
                                                      230,149
                                                      
                                                      
                                                      
                                                      197,619Interest
      from other investments
                                                      
                                                      
                                                      727,545
                                                      
                                                      
                                                      
                                                      840,482Net
      Investment (Loss) Income
                                                      
                                                      
                                                      (45,762,538
                                                      )
                                                      
                                                      
                                                      21,567,204ContributionsParticipants
                                                      
                                                      
                                                      9,949,697
                                                      
                                                      
                                                      
                                                      8,507,788Rollover
                                                      
                                                      
                                                      526,803
                                                      
                                                      
                                                      
                                                      709,936Employer,
      net of forfeitures
                                                      
                                                      
                                                      8,396,968
                                                      
                                                      
                                                      
                                                      6,145,878Total
      Contributions
                                                      
                                                      
                                                      18,873,468
                                                      
                                                      
                                                      
                                                      15,363,602DeductionsBenefits
      paid to participants
                                                      
                                                      
                                                      10,939,778
                                                      
                                                      
                                                      
                                                      12,243,187Administrative
      expenses
                                                      
                                                      
                                                      18,745
                                                      
                                                      
                                                      
                                                      18,225Total
      Deductions
                                                      
                                                      
                                                      10,958,523
                                                      
                                                      
                                                      
                                                      12,261,412Net
      (Decrease) Increase in Net Assets Available for Benefits
                                                      
                                                      
                                                      (37,847,593
                                                      )
                                                      
                                                      
                                                      24,669,394Net
      Assets Available for BenefitsBeginning
      of year
                                                      
                                                      
                                                      152,104,429
                                                      
                                                      
                                                      
                                                      127,435,035End of year
                                                      
                                                      $
                                                      114,256,836
                                                      
                                                      
                                                      $
                                                      152,104,429The
      accompanying notes are an integral part of these financial
      statements.
   
   5
 Table of Contents
  NOBLE
ENERGY, INC. THRIFT AND PROFIT SHARING PLAN
  Notes to Financial Statements
  For the
Years Ended December 31, 2008 and 2007
  
  Note 1 – Description of the
Plan
  The
following description of the Noble Energy, Inc. Thrift and Profit Sharing Plan
(the “Plan”) provides only general information. Participants should refer to the
Plan document for a complete description of the Plan’s provisions.
  
 General
  The Plan
is a defined contribution plan covering certain employees who have completed
specified terms of service with Noble Energy, Inc., formerly Noble Affiliates,
Inc., and its wholly owned subsidiaries (collectively referred to as the
“Company” and “Noble Energy”). The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”).
  
 Contributions
  Employees are eligible to
participate in the Plan on the first day of employment. Participants may defer
up to 50% of their basic compensation, including overtime, subject to the annual
limitation established by the Internal Revenue Service (“IRS”) of $15,500 in
2008 and 2007. The Company’s matching contribution percentage is 100% of the
participant’s deferrals up to 6% of the participant’s basic compensation and is
funded subsequent to each pay period. Participants who are age 50 or older
are eligible to contribute catch-up contributions, subject to certain IRS limits
($5,000 in 2008 and 2007).  In addition, participants may contribute
amounts representing rollovers from other qualified plans. The Company does not
match rollovers or catch-up contributions.
 
 A profit
sharing provision was instituted for participants hired after April 30, 2006 and
employed by the Company on the last day of the plan year. The profit sharing
contribution is calculated based upon the following percentages of a
participant’s basic compensation while a covered employee during that
year:
 
 Percentage
      of Basic
                                
                                
                                Percentage
      of BasicCompensation
      while a
                                
                                
                                Compensation
      while aCovered
      Employee that was
                                
                                
                                Covered
      Employee that wasBelow
      the Social Security
                                
                                
                                Above
      the Social SecurityAge
      of Participant
                                
                                Wage
      Base
                                
                                
                                Wage
      BaseUnder
      35
                                
                                
                                4%
                                
                                
                                
                                8%At
      least 35 but under 48
                                
                                
                                7%
                                
                                
                                
                                10%At
      least 48
                                
                                
                                9%
                                
                                
                                
                                12%
  
 Participant
Account
  Participating
employees have an option as to the manner in which their employee and employer
contributions may be invested. Participants may direct their accounts into a
money market fund, various mutual funds, Noble Energy common stock as well as
other publicly traded securities through a self-directed brokerage feature.
Participant accounts are valued daily. Allocations of net earnings are based on
account balances as defined. The benefit to which a participant is entitled is
the benefit that can be provided from the participant’s vested
account.
 
  6
 Table of Contents
  Plan
Termination
  The Plan
is intended to continue indefinitely; however, the right to terminate
participation in the Plan is reserved to each participating company. Upon
termination or permanent suspension of contributions with respect to all or any
one of the participating companies, the accounts of all participants affected
thereby will become fully vested, and the balances in their accounts will be
distributed in accordance with the provisions of the Plan, as determined by the
Noble Energy Employee Benefits Committee (the “Committee”).
   Vesting
  Participants
are immediately vested in their pretax contributions and rollover contributions.
Participants become fully vested in employer matching contributions in
accordance with the following schedule:
 
 Period
      of Service
                            
                            VestedCompleted
      by Participant
                            
                            PercentageLess
      than 1 year
                            
                            NoneAt
      least 1 but less than 2 years
                            
                            
                            34%At
      least 2 but less than 3 years
                            
                            
                            67%3
      or more years
                            
                            
                            100%
  Participants
become fully vested in the profit sharing contribution in accordance with the
following schedule:
 
 Period
      of Service
                      
                      VestedCompleted
      by Participant
                      
                      PercentageLess
      than 3 years
                      
                      None3
      or more years
                      
                      
                      100%
  The Plan
also provides for participants to be fully vested upon death, permanent
disability or completion of an hour of service on or after the Participant’s
65th
birthday.
 
 Benefits
Paid to Participants
  Distributions
are made in lump-sum or installment payments, as elected by a participant, after
termination of employment. While employed, a participant may make withdrawals
from his or her employer or employee contribution accounts (as allowed under IRS
regulations) subject to certain restrictions described in the Plan. Certain
restrictions associated with withdrawals may be waived in the event a
participant demonstrates a financial hardship. The Plan requires automatic cash
outs of account balances less than $1,000 upon termination of
employment.
  Participant
Loans
  A
participant may borrow from the Plan up to the lesser of $50,000 reduced by the
highest outstanding loan balance in the previous 12 months or one-half of
the participant’s vested account balance. Interest is charged at the current
prime rate. Interest rates on outstanding loans as of December 31, 2008
ranged from 3.25% to 9.75% and loans are required to be repaid within five years
through payroll deductions. Loans beyond a five year maturity represent loans
that originated under the Patina Oil & Gas Corporation Profit Sharing and
401(k) Plan prior to its merger into the Plan. Maturity dates on loans
outstanding as of December 31, 2008 ranged from January 2, 2009 to July 31,
2024. Repayments of principal and interest are credited to the borrowing
participant’s account. Participants may have a maximum of two loans outstanding
at a time.
 
   7
 Table of Contents
  Plan
Administration
  The Plan
is administered by the Committee. The investment options available under the
Plan (other than Noble Energy common stock and those selected by a participant
under the Plan’s self-directed brokerage feature) are recommended by a
professional investment advisory firm appointed by the Committee. Fidelity
Management Trust Company (the “Trustee”) serves as Trustee of the Plan.
Fidelity Investments Institutional Operations Company, Inc. is the
recordkeeper.
  Noble
Energy Common Stock Voting Rights
  Each
participant is entitled to exercise voting rights attributable to the shares of
Noble Energy common stock allocated to his or her account and is notified by the
Trustee prior to the time that such rights are to be exercised. If the
participant does not exercise these rights, the shares are voted by the Trustee
as directed by the Committee.
 
 Note 2 – Significant
Accounting Policies
  Basis
of Presentation
  The
accompanying financial statements are prepared on the accrual basis of
accounting in conformity with United States generally accepted accounting
principles.
 
 As
described in FASB Staff Position No. AAG INV-1 and No. 94-4-1, “Reporting of
Fully Benefit-Responsive Investment Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and Defined-Contribution
Health and Welfare and Pension Plans” (the “FSP”), investment contracts held by
a defined contribution plan are required to be reported at fair value. However,
contract value is the relevant measurement attribute for that portion of the net
assets available for benefits of a defined-contribution plan attributable to
fully benefit-responsive investment contracts because contract value is the
amount participants would receive if they were to initiate permitted
transactions under the terms of the plan. As required by the FSP, the statement
of net assets available for benefits presents the fair value of the investment
contracts as well as the adjustment of the fully benefit-responsive investment
contracts from fair value to contract value. The statement of changes in net
assets available for benefits is prepared on a contract value
basis.
  Use
of Estimates
  The
preparation of financial statements in conformity with United States generally
accepted accounting principles requires management to make estimates and
assumptions relating to the reported amounts of assets and liabilities and
changes therein, and disclosure of contingent assets and liabilities at the date
of the financial statements. Actual results could differ from those
estimates.
  Recently
Issued Accounting Pronouncements
  In June
2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation
No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB
Statement No. 109” (“FIN 48”), which clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial statements in accordance
with Statement of Financial Accounting Standard (“SFAS”) No. 109, “Accounting
for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also provides
guidance on derecognition, classification, interest and penalties, accounting in
interim periods, disclosure and transition. FIN 48 was effective for fiscal
years beginning after December 15, 2006. The Plan’s adoption of FIN 48 on
January 1, 2007 did not have a material impact on the statement of net assets
available for benefits or statement of changes in net assets available for
benefits.
  8
 Table of Contents
  In
September 2006, the FASB issues SFAS No. 157, “Fair Value Measurements”, (“SFAS
157”) which defines fair value, establishes a framework for measuring fair value
and expands disclosures about fair value measurements. SFAS 157 applies only to
fair value measurements already required or permitted by other accounting
standards and does not impose requirements for additional fair value measures.
SFAS 157 was issued to increase consistency and comparability in reporting fair
values. SFAS 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007, and interim periods within those fiscal
years. The Plan’s adoption of SFAS 157 on January 1, 2008 did not have a
material impact on the statement of net assets available for benefits or
statement of changes in net assets available for benefits. See Note 3 – Fair
Value Measurements.
  Valuation
of Investments and Income Recognition
  Investments
traded on national securities exchanges are valued at closing prices on the last
business day of the year. Cash is valued at cost, which approximates fair
value.
 
 The
Fidelity Managed Income Portfolio is a common/collective trust fund that invests
in guaranteed investments contracts (“GICs”) and synthetic GICs and is presented
at fair value as well as the adjustment from fair value to contract
value.  The fair value of fully benefit-responsive investment
contracts is calculated using a discounted cash flow model which considers
recent fee bids as determined by recognized dealers, discount rate and the
duration of the underlying portfolio securities.
 
 Purchases
and sales of investments are recorded on a trade-date basis. Interest is
recorded as earned. Dividends are recorded on the ex-dividend date. Net
(depreciation) appreciation in fair value of investments includes gains and
losses on investments sold during the year as well as appreciation and
depreciation of the investments held at the end of the year.
 
 Under the
terms of the Plan, the Trustee, on behalf of the trust fund, is allowed to
acquire, hold and dispose of the common stock of Noble Energy. In the event that
trading transactions in the stock fund exceed the cash portion of the stock
fund, the trust has arranged to utilize lines of credit to facilitate
transactions. As of December 31, 2008 and 2007, there were no outstanding
balances related to these lines of credit.
  Participant
Loans
  Participant
loans are recorded at amortized cost.
  Expenses
of the Plan
  Certain
Plan administration expenses, such as loan maintenance fees and check fees, are
charged to and paid by the participants requesting the transaction. The Company
pays the remaining expenses and fees of the Plan.
  Benefit
Payments
  Benefits
are recorded as paid.
  Forfeitures
  When a
participant terminates employment, he or she is entitled to withdraw his or her
total vested account balance. The non-vested percentage of the Company’s
matching and profit sharing contributions become a forfeiture upon
participant termination for reasons other than retirement, death or permanent
disability. The forfeiture balance as of December 31, 2008 and 2007 was
$13,095 and $47,658, respectively. Forfeitures are used to restore certain
amounts to the accounts of rehired participants and to reduce the Company’s
future contributions. Forfeitures utilized to reduce future contributions were
$100,000 in each of 2008 and 2007.
 
  9
 Table of Contents
  
 Note 3 – Fair Value
Measurements
  SFAS 157
establishes a fair value hierarchy which prioritizes the inputs to valuation
techniques used to measure fair value into three levels. The fair value
hierarchy gives the highest priority to quoted market prices (unadjusted) in
active markets for identical assets or liabilities (Level 1) and the lowest
priority to unobservable inputs (Level 3). Level 2 inputs are inputs, other than
quoted prices included within Level 1, which are observable for the asset or
liability, either directly or indirectly. The Plan uses Level 1 inputs when
available as Level 1 inputs generally provide the most reliable evidence of fair
value.
 
 Certain
investments are reported at fair value on a recurring basis in the statements of
net assets available for benefits.  The following methods and
assumptions were used to estimate the fair values:
 
 Interest bearing cash, mutual funds,
common stocks and other investments –These investments consist of
various publicly-traded money market funds, mutual funds and common stock. The
fair values are based on quoted market prices.
 
 Common collective trust fund
– These investments are public investment vehicles valued using a discounted
cash flow model which considers recent fee bids as determined by recognized
dealers, discount rate and the duration of the underlying portfolio
securities.
 
 Fair
value information for investments that are measured at fair value on a recurring
basis is as follows at December 31, 2008:
  Fair
      Value Measurements UsingQuoted
      Prices
                              
                              
                              Significant
      Other
                              
                              
                              Significantin
      Active
                              
                              
                              Observable
                              
                              
                              Unobservable
                              
                              
                              FairMarkets
                              
                              
                              Inputs
                              
                              
                              Inputs
                              
                              
                              Value(Level
      1)
                              
                              
                              (Level
      2)
                              
                              
                              (Level
      3)
                              
                              
                              MeasurementInterest
      bearing cash
                              
                              $
                              2,499,144
                              
                              
                              $
                              -
                              
                              
                              $
                              -
                              
                              
                              $
                              2,499,144Common
      collective trustfund
                              
                              
                              -
                              
                              
                              
                              17,055,658
                              
                              
                              
                              -
                              
                              
                              
                              17,055,658Mutual
      funds
                              
                              
                              56,821,359
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              56,821,359Noble
      Energy and othercommon stocks
                              
                              
                              30,826,322
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              30,826,322Other
      investments
                              
                              
                              5,224
                              
                              
                              
                              -
                              
                              
                              
                              -
                              
                              
                              
                              5,224Total
      investments,at fair value
                              
                              $
                              90,152,049
                              
                              
                              $
                              17,055,658
                              
                              
                              $
                              -
                              
                              
                              $
                              107,207,707
   
  
  
  
  
  
  10
 Table of Contents
  Note
4 – Investments
  The Plan
held the following investments, which separately represented 5% or more of the
Plan’s net assets available for benefits:
  December
      31,2008
                          
                          
                          2007Noble
      Energy common stock
                          
                          $
                          29,701,325
                          
                          
                          $
                          39,484,572American
      Funds Growth Fund of America (Class A Shares)
                          
                          
                          6,132,853
                          
                          
                          
                          9,708,598Dodge
      & Cox Stock Fund
                          
                          
                          7,396,945
                          
                          
                          
                          14,109,869Fidelity
      Diversified International Fund
                          
                          
                          5,900,445
                          
                          
                          
                          11,274,006Fidelity Managed
      Income Portfolio (contract value of$17,975,674
      and $16,732,125, respectively)
                          
                          
                          17,055,658
                          
                          
                          
                          16,552,243Fidelity
      Puritan Fund
                          
                          
                          6,003,394
                          
                          
                          
                          8,582,045PIMCO
      Moderate Duration Fund
                          
                          
                          6,991,701
                          
                          
                          
                          *Spartan
      US Equity Index Fund
                          
                          
                          *
                          
                          
                          
                          8,181,641* Less
      than 5% of the Plan's net assets
  As of
December 31, 2008 and 2007, approximately 27% and 26% of the Plan’s net assets
were invested in shares of Noble Energy common stock, respectively.
 
 The
Plan’s investments, including investments bought, sold and held during the year,
(depreciated) appreciated in value as follows:
  Year
      Ended December 31,2008
                            
                            
                            2007Noble
      Energy common stock
                            
                            $
                            (14,613,482
                            )
                            
                            $
                            15,297,792Mutual
      funds
                            
                            
                            (33,675,270
                            )
                            
                            
                            (2,259,555
                            )Common
      stocks
                            
                            
                            (1,434,183
                            )
                            
                            
                            187,297Net
      (depreciation) appreciation in fair value
                            
                            $
                            (49,722,935
                            )
                            
                            $
                            13,225,534
   Note 5 – Tax
Status
  The Plan
is exempt from federal income taxes under Sections 401 (a) and 501 (a) of the
Internal Revenue Code of 1986, as amended, (“IRC”) and has received a favorable
determination letter from the IRS dated March 8, 2003. Although the Plan has
been amended since the date of the determination letter, the Committee is
of the opinion that the Plan meets IRC requirements and continues to be
tax-exempt. On January 31, 2008, the Company submitted the Plan to the IRS
for a new determination letter.
  Note 6 – Related-Party
Transactions
  The Plan
allows for investment in Noble Energy common stock. The Company is the plan
sponsor; therefore, these transactions qualify as related-party
transactions.  Total net assets invested in Noble Energy common stock
were $29,701,325 and $39,484,572 as of December 31, 2008 and 2007,
respectively.
 
 The Plan
also invests in money market funds, a common collective trust fund and mutual
funds issued by an affiliate of the Trustee; therefore,
these transactions qualify as related-party transactions. Total net assets
invested in Fidelity funds and cash accounts were $46,487,547 and $62,825,026 as
of December 31, 2008 and 2007, respectively.
 
 The above
transactions are covered by an exemption from the “prohibited transactions”
provisions of ERISA and the IRC.
 
  
     11
 Table of Contents
  Note
7 - Risks and Uncertainties
  The Plan,
at the direction of the participants, may invest in various types of investment
securities. Investment securities are exposed to various risks, such as interest
rate, market, and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect the amounts reported in the statements of net
assets available for benefits.
  Certain
of the funds available for investment by the participants may contain securities
with contractual cash flows, such as asset backed securities, collateralized
mortgage obligations and commercial mortgage backed securities. The value,
liquidity and related income of those securities are sensitive to changes in
economic conditions, including real estate value, delinquencies or defaults, or
both, and may be adversely affected by shifts in the market’s perception of the
issuers and changes in interest rates.
  Note 8 – Reconciliation of
Financial Statements to Form 5500
  The
following is a reconciliation of net assets available for benefits per the
financial statements to the Form 5500:
 
 December
      31,
                              
                              
                              December
      31,2008
                              
                              
                              2007Net
      assets available for benefits per the financial statements
                              
                              $
                              114,256,836
                              
                              
                              $
                              152,104,429Less:
      Adjustment from fair value to contract value for fully benefit-responsive
      investment contracts
                              
                              
                              (920,016
                              )
                              
                              
                              (179,882
                              )Net
      assets available for benefits per the Form 5500
                              
                              $
                              113,336,820
                              
                              
                              $
                              151,924,547
  The
following is a reconciliation of net investment income per the financial
statements to the Form 5500:
  Year
      Ended
                                    
                                    
                                    Year
      EndedDecember
      31,
                                    
                                    
                                    December
      31,2008
                                    
                                    
                                    2007Net investment
      (loss) income per the financial statements
                                    
                                    $
                                    (45,762,538
                                    )
                                    
                                    $
                                    21,567,204Less: Adjustment
      from fair value to contract value for fully benefit-responsive investment
      contracts December 31, 2008
                                      and
      2007
                                    
                                    
                                    (920,016
                                    )
                                    
                                    
                                    (179,882
                                    )Add: Adjustment from
      fair value to contract value for fully benefit-responsive investment
      contracts December 31, 2007
                                      and
      2006
                                    
                                    
                                    179,882
                                    
                                    
                                    
                                    167,377Net
      investment (loss) income per the Form 5500
                                    
                                    $
                                    (46,502,672
                                    )
                                    
                                    $
                                    21,554,699
 Fully
benefit-responsive investment contracts are recorded on the Form 5500 at fair
value but are adjusted to contract value for financial statement
presentation.
   12
 Table of Contents
 Schedule
1
 NOBLE
      ENERGY, INC. THRIFT AND PROFIT SHARING PLANSchedule H, Line 4i – Schedule of Assets (Held at End of
      Year)December
      31, 2008Identity
      of issue, borrower,
                              
                              
                              Currentlessor,
      or similar party
                              Description
      of investment
                              
                              valueInterest
      Bearing Cash*
                              
                              Fidelity
      Cash Reserves
                              Cash
                              
                              $
                              689,984*
                              
                              Fidelity
      Institutional Money Market Portfolio
                              Cash
                              
                              
                              1,273,636*
                              
                              Fidelity
      Select Money Market Portfolio
                              Cash
                              
                              
                              715Community
      Bank of Nevada
                              Certificate
      of deposit
                              
                              
                              40,556FirstBank
      Puerto Rico
                              Certificate
      of deposit
                              
                              
                              40,000Fremont
      Bank
                              Certificate
      of deposit
                              
                              
                              40,000GE
      Money Bank
                              Certificate
      of deposit
                              
                              
                              22,618National
      Bank of South Carolina
                              Certificate
      of deposit
                              
                              
                              71,085New
      York Commercial Bank
                              Certificate
      of deposit
                              
                              
                              30,000The
      PrivateBank
                              Certificate
      of deposit
                              
                              
                              20,000Provident
      Bank
                              Certificate
      of deposit
                              
                              
                              80,848Republic
      Bank
                              Certificate
      of deposit
                              
                              
                              70,000The
      RiverBank
                              Certificate
      of deposit
                              
                              
                              59,000SpiritBank
                              Certificate
      of deposit
                              
                              
                              60,702Total
      Interest Bearing Cash
                              
                              
                              
                              2,499,144Common
      Collective Trust Fund*
                              
                              Fidelity
      Managed Income Portfolio
                              Common
      collective trust fund
                              
                              
                              17,055,658Total
      Common Collective Trust Fund
                              
                              
                              
                              17,055,658Mutual
      FundsAmerican
      Century Small Company Fund
                              Mutual
      fund
                              
                              
                              2,100,807American
      Funds Growth Fund of America (Class A Shares)
                              Mutual
      fund
                              
                              
                              6,132,853Dodge
      & Cox Stock Fund
                              Mutual
      fund
                              
                              
                              7,396,945Dodge
      & Cox International Stock Fund
                              Mutual
      fund
                              
                              
                              5,611*
                              
                              Fidelity
      Capital & Income Fund
                              Mutual
      fund
                              
                              
                              11,178*
                              
                              Fidelity
      China Region Fund
                              Mutual
      fund
                              
                              
                              2,128*
                              
                              Fidelity
      Convertible Securities Fund
                              Mutual
      fund
                              
                              
                              2,354*
                              
                              Fidelity
      Diversified International Fund
                              Mutual
      fund
                              
                              
                              5,900,445*
                              
                              Fidelity
      Dividend Growth Fund
                              Mutual
      fund
                              
                              
                              4,175,113*
                              
                              Fidelity
      Freedom Income Fund
                              Mutual
      fund
                              
                              
                              238,672*
                              
                              Fidelity
      Freedom 2000 Fund
                              Mutual
      fund
                              
                              
                              145,772*
                              
                              Fidelity
      Freedom 2005 Fund
                              Mutual
      fund
                              
                              
                              96,802*
                              
                              Fidelity
      Freedom 2010 Fund
                              Mutual
      fund
                              
                              
                              1,113,221*
                              
                              Fidelity
      Freedom 2015 Fund
                              Mutual
      fund
                              
                              
                              815,945*
                              
                              Fidelity
      Freedom 2020 Fund
                              Mutual
      fund
                              
                              
                              1,544,199*
                              
                              Fidelity
      Freedom 2025 Fund
                              Mutual
      fund
                              
                              
                              769,874*
                              
                              Fidelity
      Freedom 2030 Fund
                              Mutual
      fund
                              
                              
                              866,585*
                              
                              Fidelity
      Freedom 2035 Fund
                              Mutual
      fund
                              
                              
                              327,344*
                              
                              Fidelity
      Freedom 2040 Fund
                              Mutual
      fund
                              
                              
                              443,272*
                              
                              Fidelity
      Freedom 2045 Fund
                              Mutual
      fund
                              
                              
                              89,957*
                              
                              Fidelity
      Freedom 2050 Fund
                              Mutual
      fund
                              
                              
                              23,271*
                              
                              Fidelity
      Investment Grade Bond Fund
                              Mutual
      fund
                              
                              
                              1,990*
                              
                              Fidelity
      International Growth Fund
                              Mutual
      fund
                              
                              
                              1,535*
                              
                              Fidelity
      Puritan Fund
                              Mutual
      fund
                              
                              
                              6,003,394*
                              
                              Fidelity
      Pacific Basin Fund
                              Mutual
      fund
                              
                              
                              13,054*
                              
                              Fidelity
      Small Cap Growth Fund
                              Mutual
      fund
                              
                              
                              5,376*
                              
                              Fidelity
      Select Air Transportation Portfolio
                              Mutual
      fund
                              
                              
                              15,227*
                              
                              Fidelity
      Select Energy Portfolio
                              Mutual
      fund
                              
                              
                              901*
                              
                              Fidelity
      Select Food & Agriculture Portfolio
                              Mutual
      fund
                              
                              
                              21,697*
                              
                              Fidelity
      Strategic Real Return Fund
                              Mutual
      fund
                              
                              
                              3,615*
                              
                              Fidelity
      Total Bond Fund
                              Mutual
      fund
                              
                              
                              2,112Franklin
      Small Mid-Cap Growth Fund
                              Mutual
      fund
                              
                              
                              2,302,069Guinness
      Atkinson China & Hong Kong Fund
                              Mutual
      fund
                              
                              
                              1,524Harding
      Loevner Emerging Market Portfolio
                              Mutual
      fund
                              
                              
                              15,191Heartland
      Value Fund
                              Mutual
      fund
                              
                              
                              13,615Janus
      Strategic Value Fund
                              Mutual
      fund
                              
                              
                              14,578Marsico
      21st Century Fund
                              Mutual
      fund
                              
                              
                              14,984Navellier
      Fundamental A Portfolio
                              Mutual
      fund
                              
                              
                              9,155Perkins
      Mid Cap Value Fund
                              Mutual
      fund
                              
                              
                              4,265,831PIMCO
      Moderate Duration Fund
                              Mutual
      fund
                              
                              
                              6,991,701PRIMECAP
      Odyssey Aggressive Growth Fund
                              Mutual
      fund
                              
                              
                              15,249Royce
      Value Plus Investment Class Fund
                              Mutual
      fund
                              
                              
                              14,182*
                              
                              Spartan
      US Equity Index Fund
                              Mutual
      fund
                              
                              
                              4,832,521Third
      Avenue Value Fund
                              Mutual
      fund
                              
                              
                              16,836T.
      Rowe Price Emerging Europe & Mediterranean Fund
                              Mutual
      fund
                              
                              
                              7,494Vanguard
      Global Equity Fund
                              Mutual
      fund
                              
                              
                              13,880Westcore
      Select Fund
                              Mutual
      fund
                              
                              
                              17,041Western
      Asset Core Portfolio
                              Mutual
      fund
                              
                              
                              4,259Total
      Mutual Funds
                              
                              
                              
                              56,821,359
  13
 Table of Contents
 NOBLE
      ENERGY, INC. THRIFT AND PROFIT SHARING PLANSchedule
      H, Line 4i – Schedule of Assets (Held at End of Year)December
      31, 2008Identity
      of issue, borrower,
                              
                              
                              Currentlessor,
      or similar party
                              Description
      of investment
                              
                              valueCommon
      StocksAbercrombie
      & Fitch Co.
                              Common
      stock
                              
                              $
                              2,413Aeropostale
      Inc.
                              Common
      stock
                              
                              
                              6,537Agnico-Eagle
      Mines Ltd.
                              Common
      stock
                              
                              
                              5,133Akamai
      Technologies Inc.
                              Common
      stock
                              
                              
                              1,509Altria
      Group Inc.
                              Common
      stock
                              
                              
                              903AMDL,
      Inc.
                              Common
      stock
                              
                              
                              279American
      Eagle Outfitters Inc.
                              Common
      stock
                              
                              
                              2,922American
      Oil and Gas Inc.
                              Common
      stock
                              
                              
                              860Apache
      Corporation
                              Common
      stock
                              
                              
                              29,812Ascent
      Solar Technologies Inc.
                              Common
      stock
                              
                              
                              30,554Axsys
      Technologies, Inc.
                              Common
      stock
                              
                              
                              16,458AT&T
      Inc.
                              Common
      stock
                              
                              
                              22,800Bald
      Eagle Energy Inc.
                              Common
      stock
                              
                              
                              465Bank
      of America Corporation
                              Common
      stock
                              
                              
                              11,329Bed
      Bath & Beyond Inc.
                              Common
      stock
                              
                              
                              5,186BioFuel
      Energy Corp.
                              Common
      stock
                              
                              
                              1,400Bravo
      Venture Group
                              Common
      stock
                              
                              
                              313Bronco
      Drilling Company Inc.
                              Common
      stock
                              
                              
                              652Cameron
                              Common
      stock
                              
                              
                              2,255Capstead
      Mortgage Corp.
                              Common
      stock
                              
                              
                              38Cell
      Genesys, Inc.
                              Common
      stock
                              
                              
                              3,676Cereplast
      Inc.
                              Common
      stock
                              
                              
                              747Chesapeake
      Energy Corp.
                              Common
      stock
                              
                              
                              16,214Chevron
      Corp.
                              Common
      stock
                              
                              
                              47,835China
      Sunergy
                              Common
      stock
                              
                              
                              395Chipotle
      Mexican Grill, Inc.
                              Common
      stock
                              
                              
                              930Cimarex
      Energy Co.
                              Common
      stock
                              
                              
                              2,678Citigroup
      Inc.
                              Common
      stock
                              
                              
                              2,467Cohen
      & Steers Select Utility Fund
                              Common
      stock
                              
                              
                              5,150Columbus
      Gold Corp.
                              Common
      stock
                              
                              
                              128Compania
      de Minas Buenaventura
                              Common
      stock
                              
                              
                              4,017Corning
      Inc.
                              Common
      stock
                              
                              
                              96,235Crosshair
      Exploration & Mining Corp.
                              Common
      stock
                              
                              
                              112Dendreon
      Corp.
                              Common
      stock
                              
                              
                              207,932Diamond
      Offshore Drilling Inc.
                              Common
      stock
                              
                              
                              11,788Discovery
      Laboratories, Inc.
                              Common
      stock
                              
                              
                              2,800East
      West Bancorp, Inc.
                              Common
      stock
                              
                              
                              1,634Eastmain
      Resources Inc.
                              Common
      stock
                              
                              
                              790ECU
      Silver Mining Inc.
                              Common
      stock
                              
                              
                              364Eden
      Energy Corp
                              Common
      stock
                              
                              
                              420Empire
      District Electric Company
                              Common
      stock
                              
                              
                              7,040Empire
      Energy Corporation International
                              Common
      stock
                              
                              
                              300Energy
      Select Sector SPDR
                              Common
      stock
                              
                              
                              1,686ERHC
      Energy Inc.
                              Common
      stock
                              
                              
                              250ExxonMobil
      Corp.
                              Common
      stock
                              
                              
                              47,563First
      Trust ISE Water Index Fund
                              Common
      stock
                              
                              
                              629Ford
      Motor Co.
                              Common
      stock
                              
                              
                              1,053FortuNet,
      Inc.
                              Common
      stock
                              
                              
                              1,710Freeport-McMoRan
      Copper & Gold Inc.
                              Common
      stock
                              
                              
                              9,776Garmin
      Ltd.
                              Common
      stock
                              
                              
                              995Gasco
      Energy Inc.
                              Common
      stock
                              
                              
                              199General
      Electric Co.
                              Common
      stock
                              
                              
                              4,860General
      Motors Corporation
                              Common
      stock
                              
                              
                              320Geologix
      Explorations Inc.
                              Common
      stock
                              
                              
                              223Geoinformatics
      Exploration Inc.
                              Common
      stock
                              
                              
                              21Gold
      Fields Ltd.
                              Common
      stock
                              
                              
                              764Goldman
      Sachs Group Inc.
                              Common
      stock
                              
                              
                              5,529Goldspring
      Inc.
                              Common
      stock
                              
                              
                              1,500Goodyear
      Tire & Rubber Co.
                              Common
      stock
                              
                              
                              597Google
      Inc.
                              Common
      stock
                              
                              
                              15,382Gran
      Tierra Energy, Inc.
                              Common
      stock
                              
                              
                              4,802Great
      Basin Gold Ltd.
                              Common
      stock
                              
                              
                              512Greenbelt
      Resources Corporation
                              Common
      stock
                              
                              
                              300GreenHunter
      Energy, Inc.
                              Common
      stock
                              
                              
                              3,936Halliburton
      Company
                              Common
      stock
                              
                              
                              7,272HKN,
      Inc.
                              Common
      stock
                              
                              
                              309The
      Home Deport, Inc.
                              Common
      stock
                              
                              
                              1,151iShares
      Silver Trust
                              Common
      stock
                              
                              
                              8,064JPMorgan
      Chase & Co.
                              Common
      stock
                              
                              
                              9,872Johnson
      & Johnson
                              Common
      stock
                              
                              
                              6,714KBR,
      Inc.
                              Common
      stock
                              
                              
                              9,120Key
      Energy Services Inc.
                              Common
      stock
                              
                              
                              317Level
      3 Communications Inc.
                              Common
      stock
                              
                              
                              700Marathon
      Oil Corp.
                              Common
      stock
                              
                              
                              14,167Mariner
      Energy, Inc.
                              Common
      stock
                              
                              
                              1,020Market
      Vectors Steel ETF
                              Common
      stock
                              
                              
                              616Maverick
      Oil & Gas Inc.
                              Common
      stock
                              
                              
                              43
  14
 Table of Contents
 NOBLE
      ENERGY, INC. THRIFT AND PROFIT SHARING PLANSchedule
      H, Line 4i – Schedule of Assets (Held at End of Year)December
      31, 2008Identity
      of issue, borrower,
                                          
                                          
                                          Currentlessor,
      or similar party
                                          Description
      of investment
                                          
                                          valueCommon
      StocksMGM
      Mirage
                                          Common
      stock
                                          
                                          $
                                          1,032Murphy
      Oil Corp.
                                          Common
      stock
                                          
                                          
                                          34,825National
      City Corporation
                                          Common
      stock
                                          
                                          
                                          2,000National
      Oilwell Varco, Incorporated
                                          Common
      stock
                                          
                                          
                                          7,332National
      Storm Management Inc.
                                          Common
      stock
                                          
                                          
                                          216Nike
      Inc.
                                          Common
      stock
                                          
                                          
                                          10,200Noble
      Corporation
                                          Common
      stock
                                          
                                          
                                          2,209*
                                          
                                          Noble
      Energy, Inc.
                                          Common
      stock
                                          
                                          
                                          29,701,325Northern
      Dynasty Minerals Ltd.
                                          Common
      stock
                                          
                                          
                                          2,631Northwest
      Biotherapeutics Inc.
                                          Common
      stock
                                          
                                          
                                          1Oilsands
      Quest, Inc.
                                          Common
      stock
                                          
                                          
                                          4,015Particle
      Drilling Technologies, Inc.
                                          Common
      stock
                                          
                                          
                                          22Pepsico,
      Inc.
                                          Common
      stock
                                          
                                          
                                          14,764Petrohawk
      Energy Corporation
                                          Common
      stock
                                          
                                          
                                          2,423Petroleo
      Brasilero
                                          Common
      stock
                                          
                                          
                                          2,449PetroSun
      Inc.
                                          Common
      stock
                                          
                                          
                                          1,283Pfizer
      Inc.
                                          Common
      stock
                                          
                                          
                                          16,974Potash
      Corp.
                                          Common
      stock
                                          
                                          
                                          1,835PowerShares
      DB US Dollar Index Bullish
                                          Common
      stock
                                          
                                          
                                          2,237PowerShares
      Dynamic Energy Exploration &
                                          Common
      stockProduction
      Portfolio
                                          Common
      stock
                                          
                                          
                                          1,401PowerShares
      Global Nuclear Energy Portfolio
                                          Common
      stock
                                          
                                          
                                          455PowerShares
      Global Water Portfolio
                                          Common
      stock
                                          
                                          
                                          2,033ProShares
      Ultra S&P 500
                                          Common
      stock
                                          
                                          
                                          1,317Qiao
      Xing Universal Telephone Inc.
                                          Common
      stock
                                          
                                          
                                          1,116Research
      in Motion Ltd.
                                          Common
      stock
                                          
                                          
                                          812Rex
      Energy Corporation
                                          Common
      stock
                                          
                                          
                                          1,176Samex
      Mining Corp
                                          Common
      stock
                                          
                                          
                                          91SandRidge
      Energy, Inc.
                                          Common
      stock
                                          
                                          
                                          4,674Sasol
      Ltd.
                                          Common
      stock
                                          
                                          
                                          3,033Silver
      Star Energy Inc.
                                          Common
      stock
                                          
                                          
                                          8Silver
      Wheaton Corp.
                                          Common
      stock
                                          
                                          
                                          12,656Sony
      Corp.
                                          Common
      stock
                                          
                                          
                                          59,597Southwestern
      Energy Co.
                                          Common
      stock
                                          
                                          
                                          17,382SPDR
      Gold Trust
                                          Common
      stock
                                          
                                          
                                          7,354SPDR
      S&P Metals & Mining ETF
                                          Common
      stock
                                          
                                          
                                          557SPDR
      S&P Oil & Gas Exploration & Production ETF
                                          Common
      stock
                                          
                                          
                                          20,775SPDR
      S&P Oil & Gas Equipment & Services ETF
                                          Common
      stock
                                          
                                          
                                          11,981Stericycle
      Inc.
                                          Common
      stock
                                          
                                          
                                          10,416Tengasco
      Inc.
                                          Common
      stock
                                          
                                          
                                          967Terax
      Energy Inc.
                                          Common
      stock
                                          
                                          
                                          7Tesoro
      Corporation
                                          Common
      stock
                                          
                                          
                                          3,386Teton
      Energy Corp.
                                          Common
      stock
                                          
                                          
                                          23,696TETRA
      Technologies Inc.
                                          Common
      stock
                                          
                                          
                                          12,075Tournigan
      Energy Ltd.
                                          Common
      stock
                                          
                                          
                                          68Transocean
      Ltd.
                                          Common
      stock
                                          
                                          
                                          18,900Ultra
      Petroleum Corp.
                                          Common
      stock
                                          
                                          
                                          6,971United
      Natural Foods, Inc.
                                          Common
      stock
                                          
                                          
                                          7,128United
      States Gasoline Fund, LP
                                          Common
      stock
                                          
                                          
                                          487United
      States Natural Gas Fund, LP
                                          Common
      stock
                                          
                                          
                                          811United
      States Oil Fund, LP
                                          Common
      stock
                                          
                                          
                                          662United
      Technologies Corp.
                                          Common
      stock
                                          
                                          
                                          13,737Vanguard
      Emerging Markets Stock ETF
                                          Common
      stock
                                          
                                          
                                          4,952Wachovia
      Corporation
                                          Common
      stock
                                          
                                          
                                          4,441XTO
      Energy Inc.
                                          Common
      stock
                                          
                                          
                                          26,445XL
      Capital Ltd.
                                          Common
      stock
                                          
                                          
                                          1,850Yahoo!
      Inc.
                                          Common
      stock
                                          
                                          
                                          12,200Yingli
      Green Energy Holding Co. Ltd.
                                          Common
      stock
                                          
                                          
                                          5,490Total
      Common Stocks
                                          
                                          
                                          
                                          30,826,322Other
      InvestmentsSenior
      Housing Property Trust
                                          Other
      investments
                                          
                                          
                                          3,584Williams
      Coal Seam Gas Royalty Trust
                                          Other
      investments
                                          
                                          
                                          1,640Total
      Other Investments
                                          
                                          
                                          
                                          5,224*
                                          Participant
      Loans
                                          Interest
      rates range from3.25%
      to 9.75%; maturitiesfrom
      January 2, 2009through
      July 31, 2024
                                          
                                          
                                          3,428,393Total
      Participant Loans
                                          
                                          
                                          
                                          3,428,393Total
      Investments
                                          
                                          
                                          $
                                          110,636,100*
                                          Represents
      party-in-interest.Note:
      Historical cost information has been omitted for participant-directed
      investments.See
      accompanying report of independent registered public accounting
      firm.
  15
 Table of Contents
  SIGNATURE
  
 The Plan.Pursuant to the
requirements of the Securities Exchange Act of 1934, the trustee (or person who
administers the employee benefit plan), has duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
 
 NOBLE
      ENERGY, INC. THRIFTAND
      PROFIT SHARING PLANDate:
      June 5, 2009
              By:
              /s/
      Andrea Lee RobisonAndrea
      Lee Robison,Vice
      President, Human Resources of Noble Energy,
Inc.
 
  16
 Table of Contents
  INDEX
TO EXHIBIT
 
 Exhibit
      number
              
              Exhibit23.1
              
              Consent
      of Independent Registered Public Accounting
Firm
 
  17