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^*

ADAMS WILLIAM H III

(Last)

(First)

(Middle)

300 W. 7TH STREET

(Street)

FORT WORTH

76102

(City)

(State)

(Zip)

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

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)
05/20/2004

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)
Common Stock	05/20/2004		M		10,211⁽¹⁾	A	$11.6614⁽¹⁾	24,544	D
Common Stock	05/20/2004		M		10,211⁽²⁾	A	$12.2535⁽²⁾	34,755	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)
Stock Option (right to buy)	$11.6614⁽¹⁾	05/20/2004		M			10,211⁽¹⁾	⁽³⁾	05/15/2011	Common Stock	10,211⁽¹⁾	$0	0	D
Stcok Option (right to buy)	$12.2535⁽²⁾	05/20/2004		M			10,211⁽²⁾	⁽⁴⁾	05/22/2012	Common Stock	10,211⁽²⁾	$0	0	D

Explanation of Responses:

1. As adjusted for a four-for-three stock split effected on March 18, 2003, a five-for-four stock split effected on March 17, 2004 and the value of the dividend of Cross Timbers Royalty Trust units of beneficial interest to holders of XTO Energy common stock on September 18, 2003. Originally reported as an option to purchase 6,075 shares of common stock at an exercise price of $19.60.

2. As adjusted for a four-for-three stock split effected on March 18, 2003, a five-for-four stock split effected on March 17, 2004 and the value of the dividend of Cross Timbers Royalty Trust units of beneficial interest to holders of XTO Energy common stock on September 18, 2003. Originally reported as an option to purchase 6,075 shares of common stock at an exercise price of $20.595.

3. 33-1/3% of the options became exercisable on May 16, 2001 when the common stock traded at or above $30, 33-1/3% became exercisable on May 21, 2001 when the common stock traded at or above $32.50 and the remianing 33-13% became exercisable on October 30, 2002 when the common stock traded at or above $23.33 (as adjusted for a three-for-two stock split on June 5, 2001).

4. 50% of the options became exercisable on October 17, 2002 when the common stock traded at or above $22 and 50% became exercisable on October 31, 2002 when the common stock traded at or above $24.

	Frank G. McDonald, Attorney-in-Fact for William H. Adams III	05/24/2004
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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