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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Petrus Timothy L (Last) (First) (Middle) 810 HOUSTON STREET (Street) FORT WORTH TX 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) Director 10% Owner X Officer (give title below) Other (specify below) Executive VP-Acquisitions
	3. Date of Earliest Transaction (Month/Day/Year) 06/25/2010
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/25/2010		D(1)		690,795	D	(1)	0	D
Common Stock	06/25/2010		D(1)		2,710(2)	D	(1)	0	I	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy) Amended 2004 Plan	$34.9923	06/25/2010		D(3)			65,015	(3)	12/12/2012	Common Stock	65,015	(3)	0	D
Stock Option (right to buy) Amended 2004 Plan	$32.868	06/25/2010		D(4)			7,500	(4)	05/16/2013	Common Stock	7,500	(4)	0	D
Stock Option (right to buy) Amended 2004 Plan	$36.572	06/25/2010		D(5)			50,000	(5)	08/14/2013	Common Stock	50,000	(5)	0	D
Stock Option (right to buy) Amended 2004 Plan	$38.28	06/25/2010		D(6)			85,510	(6)	11/21/2013	Common Stock	85,510	(6)	0	D
Stock Option (right to buy) Amended 2004 Plan	$50.304	06/25/2010		D(7)			330,723	(7)	11/13/2014	Common Stock	330,723	(7)	0	D
Stock Option (right to buy) Amended 2004 Plan	$69.3	06/25/2010		D(8)			75,000	(8)	05/20/2015	Common Stock	75,000	(8)	0	D
Stock Option (right to buy) Amended 2004 Plan	$33.62	06/25/2010		D(9)			80,000	(9)	11/18/2015	Common Stock	80,000	(9)	0	D
Stock Option (right to buy) Amended 2004 Plan	$41.99	06/25/2010		D(10)			86,252	(10)	05/19/2016	Common Stock	86,252	(10)	0	D

Explanation of Responses:

1. Disposed of pursuant to the Agreement and Plan of Merger among XTO Energy Inc., Exxon Mobil Corporation ("ExxonMobil") and ExxonMobil Investment Corporation dated December 13, 2009. Each share of common stock was exchanged for .7098 shares of ExxonMobil common stock having a market value of $59.10 per share on the effective date of the merger. Shares reported in Table 1, Column 4 that were held directly included 30,000 performance shares that would have vested in 50% increments when the Company's common stock closed at or above $50 and $55, respectively. These performance shares were converted into 21,294 restricted shares of ExxonMobil common stock that will vest on June 25, 2011.

2. Shares owned as of June 25, 2010 through the 401(k) Plan.

3. This option, one-half of which vested when the common stock closed at or above $48.17 on the New York Stock Exchange, 33.33% of which vested on December 12, 2006 and the remainder of which vested when the common stock closed at or above $53.17 on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 46,147 shares of ExxonMobil common stock for $49.30 per share.

4. This option, one-third of which vested when the common stock closed at or above $50.00 on the New York Stock Exchange and the remainder of which vested ratably over a three year period commencing on May 16, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 5,323 shares of ExxonMobil common stock for $46.31 per share.

5. This option, one-third of which vested when the common stock closed at or above $52.50 on the New York Stock Exchange and the remainder of which vested ratably over a three year period commencing on August 14, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 35,489 shares of ExxonMobil common stock for $51.53 per share.

6. This option, one-third of which vested in 50% increments when the common stock closed at or above $52.50 and $57.50 on the New York Stock Exchange and the remainder of which vested ratably over a three year period commencing on November 21, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 60,693 shares of ExxonMobil common stock for $53.94 per share.

7. This option, half of which vested in 50% increments when the common stock closed at or above $56.00 and $60.00 on the New York Stock Exchange,and the remainder of which vested ratably on November 13, 2008, November 13, 2009 and June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 234,745 shares of ExxonMobil common stock for $70.88 per share.

8. This option, 33.33% of which vested in 50% increments on May 20, 2009 and May 20, 2010 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 53,234 shares of ExxonMobil common stock for $97.64 per share.

9. This option, one-half of which vested when the common stock closed at or above $45.00 on the New York Stock Exchange, 16.67% of which vested on November 18, 2009 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 56,784 shares of ExxonMobil common stock for $47.37 per share.

10. This option, 16.67% of which vested on May 19, 2010 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 61,220 shares of ExxonMobil common stock for $59.16 per share.

	Frank G. McDonald, Attorney-in-Fact for Timothy L. Petrus	06/28/2010
	** Signature of Reporting Person	Date
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