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^*

BERENSON JEFFREY L

(Last)

(First)

(Middle)

100 GLENBOROUGH DRIVE, SUITE 100

(Street)

HOUSTON

77067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [ NBL ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/16/2005

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)
Noble Energy, Inc., Restricted Stock Award	05/16/2005		A		2,400	A	$0	2,400	D
Noble Energy, Inc., Common Stock	05/16/2005		A		0⁽⁴⁾	A	$0	0	D

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)
Non-Employee Director Stock Option Grant (right to buy)	$21.28	05/16/2005		A		9,397		05/16/2005	12/09/2007	Noble Energy, Inc., Common Stock	9,397	$0⁽¹⁾	9,397	D
Non-Employee Director Stock Option Grant (right to buy)	$66.87	05/16/2005		A		5,600		05/16/2006	05/16/2015	Noble Energy, Inc., Common Stock	5,600	$0	5,600	D
Non-Employee Director Stock Option Grant (right to buy)	$25.59	05/16/2005		A		9,397		05/16/2005	05/22/2008	Noble Energy, Inc., Common Stock	9,397	$0⁽²⁾	9,397	D
Non-Employee Director Stock Option Grant (right to buy)	$44.58	05/16/2005		A		4,510		05/16/2005	06/14/2009	Noble Energy, Inc., Common Stock	4,510	$0⁽³⁾	4,510	D

Explanation of Responses:

1. Received in the merger in exchange for an option to acquire 15626 shares of Patina common stock at an exercise price of $12.80 per share.

2. Received in the merger in exchange for an option to acquire 15626 shares of Patina common stock at an exercise price of $15.39 per share.

3. Received in the merger in exchange for an option to acquire 7500 shares of Patina common stock at an exercise price of $26.81 per share.

4. Mr. Berenson has the right to receive shares of common stock of Noble Energy, Inc., in exchange for shares of common stock of Patina Oil & Gas Corporation as of the effective date of the merger of Noble Energy, Inc. and Patina Oil & Gas Corporation. The number of shares of common stock to be received by Mr. Berenson is subject to a conversion computation which has not been completed as of the date of this filing. Mr. Berenson will report the number of shares (direct and indirect) of common stock received pursuant to the conversion computation on an amendment to this filing.

	Jeffrey L. Berenson	05/18/2005
	Arnold J. Johnson, POA	05/18/2005
	Chris Tong, POA	05/18/2005
	** 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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