UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
8-K
 
  CURRENT
REPORT
 Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
 Date
of Report (Date of earliest event reported): April 20, 2009
  
 NOBLE
ENERGY, INC.
 (Exact
name of Registrant as specified in its charter)
 Delaware
              
              001-07964
              
              73-0785597(State
      or other jurisdiction of
                incorporation
      or organization)
              
              Commission
                File
      Number
              
              (I.R.S.
      Employer
                Identification
      No.)100
      Glenborough Drive, Suite 100Houston,
      Texas
              
              
              
              77067(Address
      of principal executive offices)
              
              
              
              (Zip
      Code)
  Registrant’s
telephone number, including area code:(281) 872-3100
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
 
 o
              
              Written
      communications pursuant to Rule 425 under the Securities Act (17 CFR
      230.425)o
              
              Soliciting
      material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)o
              
              Pre-commencement
      communications pursuant to Rule 14d-2(b) under the Exchange Act (17
      CFR 240.14d-2(b))o
              
              Pre-commencement
      communications pursuant to Rule 13e-4(c) under the Exchange Act (17
      CFR 240.13e-4(c))
   
  
 
 
 Item 7.01 Regulation FD
Disclosure.
 
 I. Price
Risk Management
 
 (a) For
the quarter ended March 31, 2009, we anticipate pre-tax mark-to-market (MTM)
derivative gains of $73 million from our crude oil and natural gas
derivative instruments as presented below.
 
 Three
      Months Ended March 31, 2009Commodity
      Derivative Gains (Losses)
                          
                          Crude
      Oil
                          
                          
                          Natural
      Gas
                          
                          
                          Total(in
      millions)Current
      period realized gains
                          
                          $
                          9
                          
                          
                          $
                          14
                          
                          
                          $
                          23Settlement
      of previously recognized unrealized gains
                          
                          
                          86
                          
                          
                          
                          44
                          
                          
                          
                          130Net
      realized gains
                          
                          
                          95
                          
                          
                          
                          58
                          
                          
                          
                          153Current
      period unrealized gains
                          
                          
                          5
                          
                          
                          
                          45
                          
                          
                          
                          50Settlement
      of previously recognized unrealized gains
                          
                          
                          (86
                          )
                          
                          
                          (44
                          )
                          
                          
                          (130
                          )Net
      unrealized gains (losses)
                          
                          
                          (81
                          )
                          
                          
                          1
                          
                          
                          
                          (80
                          )Gain
      on commodity derivative instruments
                          
                          $
                          14
                          
                          
                          $
                          59
                          
                          
                          $
                          73
  The
realized MTM amounts that are associated with derivative instruments that hedge
current production will be recognized in both net income and adjusted net income
reported in our quarterly news release of earnings.  The unrealized
MTM gains or losses will be recognized in net income, but will be excluded in
determining adjusted net income to better match derivative gains and losses with
the period when the underlying hedged production occurs.  The current
period unrealized gains or losses relate to derivative instruments that hedge
our production in future months.  The settlement of previously
recognized unrealized gains represents the portion of current period derivative
settlements that were recognized as unrealized gains in prior
periods.
 
 From time
to time, we may consider other items in determining adjusted net
income.  Adjusted net income should not be considered a substitute for
net income as reported in accordance with generally accepted accounting
principles (GAAP).  Adjusted net income is provided for comparison to
earnings forecasts prepared by analysts and other third parties. Our management
believes, and certain investors may find, that adjusted net income is beneficial
in evaluating our financial performance.
 
 (b) For
the quarter ended March 31, 2009, a pre-tax net deferred loss of $17
million was associated with instruments that settled during the quarter as
presented below.  This deferred loss was reclassified from Accumulated
Other Comprehensive Loss (AOCL) to net income as a decrease to crude oil and
natural gas revenues. This decrease to revenues will also be
recognized in adjusted net income. Unrealized derivative losses and gains
that occurred through December 31, 2007 under our previous cash flow hedge
accounting method were deferred in AOCL as of that
date.    Crude oil and natural gas pre-tax net deferred
losses of $60 million and $1 million, respectively, remain in AOCL as of March
31, 2009 and are expected to be recognized in earnings during the remainder of
2009 and 2010 as the associated derivative instruments settle.  For
the quarter ended March 31, 2009, net cash inflow related to settled crude
oil and natural gas derivative instruments was $136 million which is also
presented below.
 
 Three
      Months Ended March 31, 2009Commodity
      Derivative Settlements
                    
                    Crude
      Oil
                    
                    
                    Natural
      Gas
                    
                    
                    Total(in
      millions)Net
      realized gains
                    
                    $
                    95
                    
                    
                    $
                    58
                    
                    
                    $
                    153Settlement
      of deferred losses reclassified from AOCL
                    
                    
                    (17
                    )
                    
                    
                    -
                    
                    
                    
                    (17
                    )Cash
      settlements received
                    
                    $
                    78
                    
                    
                    $
                    58
                    
                    
                    $
                    136
 II.
Derivative Instruments
 
 (a)
Presented below is a summary of our crude oil derivative instruments as of March
31, 2009, with notional volumes expressed in barrels (Bbls) per day and prices
in dollars per Bbl.
  2
  Variable
      to Fixed Price Swaps
                                                                    
                                                                    CollarsWeighted
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    Weighted
                                                                    
                                                                    WeightedProduction
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    Bbls
                                                                    
                                                                    Average
                                                                    
                                                                    
                                                                    
                                                                    Bbls
                                                                    
                                                                    Average
                                                                    
                                                                    AveragePeriod
                                                                    
                                                                    
                                                                    Index
                                                                    
                                                                    Per
      Day
                                                                    
                                                                    Fixed
      Price
                                                                    
                                                                    Index
                                                                    
                                                                    Per
      Day
                                                                    
                                                                    Floor
      Price
                                                                    
                                                                    Ceiling
      Price2009
                                                                    
                                                                    
                                                                    NYMEX
      WTI
                                                                    
                                                                    
                                                                    9,000
                                                                    
                                                                    $
                                                                    88.43
                                                                    
                                                                    NYMEX
      WTI
                                                                    
                                                                    
                                                                    6,700
                                                                    
                                                                    $
                                                                    79.70
                                                                    
                                                                    $
                                                                    90.602009
                                                                    
                                                                    
                                                                    Dated
      Brent
                                                                    
                                                                    
                                                                    2,000
                                                                    
                                                                    
                                                                    87.98
                                                                    
                                                                    Dated
      Brent
                                                                    
                                                                    
                                                                    5,074
                                                                    
                                                                    
                                                                    70.62
                                                                    
                                                                    
                                                                    87.932009
      Average
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    11,000
                                                                    
                                                                    
                                                                    88.35
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    11,774
                                                                    
                                                                    
                                                                    75.79
                                                                    
                                                                    
                                                                    89.452010
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    
                                                                    NYMEX
      WTI
                                                                    
                                                                    
                                                                    10,500
                                                                    
                                                                    
                                                                    61.10
                                                                    
                                                                    
                                                                    76.83
 From
April 1, 2009 to April 17, 2009 we entered into additional NYMEX WTI collars
covering 3,000 Bbls per day for calendar year 2010 with weighted average floor
and ceiling prices of $60.00 and $70.00, respectively.
  (b)
Presented below is a summary of our natural gas derivative instruments as of
March 31, 2009, with notional volumes expressed in millions of British thermal
units (MMBtu) per day and prices in dollars per MMBtu.
 
 CollarsWeighted
                                            
                                            
                                            WeightedProduction
                                            
                                            
                                            
                                            MMBtu
                                            
                                            
                                            Average
                                            
                                            
                                            AveragePeriod
                                            
                                            Index
                                            
                                            Per
      Day
                                            
                                            
                                            Floor
      Price
                                            
                                            
                                            Ceiling
      Price2009
                                            
                                            NYMEX
      HH
                                            
                                            
                                            170,000
                                            
                                            
                                            $
                                            9.15
                                            
                                            
                                            $
                                            10.812009
                                            
                                            IFERC
      CIG
                                            
                                            
                                            15,000
                                            
                                            
                                            
                                            6.00
                                            
                                            
                                            
                                            9.902009
      Average
                                            
                                            
                                            
                                            
                                            185,000
                                            
                                            
                                            
                                            8.90
                                            
                                            
                                            
                                            10.732010
                                            
                                            NYMEX
      HH
                                            
                                            
                                            40,000
                                            
                                            
                                            
                                            5.88
                                            
                                            
                                            
                                            6.502010
                                            
                                            IFERC
      CIG
                                            
                                            
                                            15,000
                                            
                                            
                                            
                                            6.25
                                            
                                            
                                            
                                            8.102010
      Average
                                            
                                            
                                            
                                            
                                            55,000
                                            
                                            
                                            
                                            5.98
                                            
                                            
                                            
                                            6.94
 
 Basis
      SwapsWeightedProduction
                                              
                                              
                                              
                                              
                                              
                                              Index
      Less
                                              
                                              MMBtu
                                              
                                              
                                              AveragePeriod
                                              
                                              
                                              Index
                                              
                                              
                                              Differential
                                              
                                              Per
      Day
                                              
                                              
                                              Differential2009
                                              
                                              
                                              IFERC
      CIG
                                              
                                              
                                              NYMEX
      HH
                                              
                                              
                                              140,000
                                              
                                              
                                              $
                                              (2.49
                                              )2010
                                              
                                              
                                              IFERC
      CIG
                                              
                                              
                                              NYMEX
      HH
                                              
                                              
                                              80,000
                                              
                                              
                                              
                                              (1.77
                                              )
   From
April 1, 2009 to April 17, 2009, we entered into additional NYMEX HH collars
covering 80,000 MMBtu per day for calendar year 2010 with weighted average floor
and ceiling prices of $5.81 and $6.83, respectively.  We also entered
into additional NYMEX HH collars covering 60,000 MMBtu per day for calendar year
2011 with weighted average floor and ceiling prices of $5.83 and $6.94,
respectively.  From April 1, 2009 to April 17, 2009, we did not enter
into any additional basis swaps.
   3
   III.
Forward-Looking Statements
 
 This
report on Form 8-K contains projections and other “forward-looking statements”
within the meaning of the federal securities laws. Forward-looking statements
are typically identified by use of terms such as “may,” “will,” “expect,”
“anticipate,” “estimate” and similar words, although some forward-looking
statements may be expressed differently. These forward-looking statements are
made based upon our current plans, expectations, estimates, assumptions and
beliefs concerning future events impacting us and therefore involve a number of
risks and uncertainties. Important factors that could cause the actual results
to differ materially from those projected include, without
limitation:
  ·
              the
      timing and extent of changes in commodity prices for natural gas, crude
      oil and related products, foreign currency exchange rates, interest rates
      and financial market conditions;
  ·
              the
      extent and effect of any hedging activities engaged in by
    us;
  ·
              our
      liquidity and ability to finance our exploration and development
      activities;
  ·
              changes
      in plans with respect to exploration or development projects or capital
      expenditures;
  ·
              the
      supply and demand for oil, natural gas and other products or
      services;
  ·
              the
      presence or recoverability of estimated
  reserves;
  ·
              our
      ability to replace reserves;
  ·
              exploration
      and development risks;
  ·
              drilling
      and operating risks;
  ·
              environmental
      risks;
  ·
              government
      regulation or other action; and
  ·
              the
      ability of management to execute its plans to meet its
    goals.
  We
caution that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in the
forward-looking statements. You should consider carefully the statements under
Item 1A. Risk Factors included in our 2008 annual report on Form 10-K, which
describe factors that could cause our actual results to differ from those set
forth in the forward-looking statements. Our 2008 annual report on Form 10-K is
available on our
website at www.nobleenergyinc.com.
    
 SIGNATURE
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
 NOBLE
      ENERGY, INC.Date:
      April 20, 2009
              By:
              /s/
      Chris TongChris
      TongSenior
      Vice President and Chief Financial Officer
 
  4