SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOBE PHILLP A

(Last)

(First)

(Middle)

1021 MAIN STREET, SUITE 2100

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NUEVO ENERGY CO [ NEV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
NEV Common Stock, $.01 par value⁽¹⁾	02/27/2004		J		3,334	D	$0	31,666	D
NEV Commom Stock, $.01 par value								6,726.83	I	By 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	$0⁽²⁾	02/27/2004		A		7,477.42		⁽³⁾	⁽³⁾	Common Stock⁽³⁾	7,477.42	$0⁽⁴⁾	32,686.75	D

Explanation of Responses:

1. Priot to the vesting of the shares of Restricted Stock granted to Mr. Gobe under the Issuer's 1993 Stock Incentive Plan, Mr. Gobe elected to convert the Issuer's restricted stock obligation to a "phantom stock" obligation under the Nuevo Energy Deferred Compensation Plan. Shares of the Issuer's common stock were reserved under the Defferred Compensation Plan to fund the restricted stock obligation to Mr. Gobe

2. Exercise is on a 1 for 1 basis

3. The Phantom Stock Units are accrued under the Nuevo Energy Company Deferred Compensation Plan. The Phantom Stock Units are settled in the Issuer's common stock upon the retirement or other termination of employment or earlier withdrawal of Phantom Stock Units by the Reporting Person.

4. Phantom Stock Units (other than those received through the Issuer's matching program, which accrue at 100% of the fair market value of the Issuer's common stock on the transaction date) typically accrue under the Deferred Compensation Plan at 85% of the fair market value of the Issuer's common stock on the transaction date (based on the average of the high and low sales price of the Issuer's common stock on the New York Stock Exchange). However, due to certain plan limitations, approximately 86% of the Units accrued at 100% of fair market value ($28.40), while the remaining 14% of the Units accrued at the discounted rate ($24.14).

Remarks:

	Timothy J. Neumann, as Attorney-in Fact	03/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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