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^*

DAY JAMES C

(Last)

(First)

(Middle)

13135 SOUTH DAIRY ASHFORD

SUITE 800

(Street)

SUGAR LAND

77478

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
NOBLE CORP [ NE ]

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)
12/19/2006

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)
Ordinary Shares	12/19/2006		M		100,000	A	$28.31	100,000	D
Ordinary Shares	12/19/2006		S		100,000	D	$78.2954	0	D
Ordinary Shares	12/19/2006		M		20,000	A	$21.625	20,000	D
Ordinary Shares	12/19/2006		S		20,000	D	$78.2954	0	D
Ordinary Shares	12/19/2006		M		33,334	A	$21.44	33,334	D
Ordinary Shares	12/19/2006		S		33,334	D	$78.2954	0	D
Ordinary Shares	12/19/2006		M		125,000	A	$31.1	125,000	D
Ordinary Shares	12/19/2006		S		125,000	D	$78.2954	0	D
Ordinary Shares								394,717	D
Ordinary Shares								7,997⁽¹⁾	I	By Trust

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)
Employee Stock Option Right to Buy	$28.31	12/19/2006		M			100,000	⁽²⁾	01/28/2008	Ordinary Shares	100,000	$0	0	D
Employee Stock Option Right to Buy	$21.625	12/19/2006		M			20,000	⁽³⁾	07/23/2008	Ordinary Shares	20,000	$0	0	D
Employee Stock Option Right to Buy	$21.44	12/19/2006		M			33,334	⁽⁴⁾	10/28/2009	Ordinary Shares	33,334	$0	0	D
Employee Stock Option Right to Buy	$31.1	12/19/2006		M			125,000	⁽⁵⁾	07/26/2011	Ordinary Shares	125,000	$0	0	D

Explanation of Responses:

1. Shares held in the Noble Drilling Corporation 401(k Savings Plan Trust.

2. Represents option to purchase 100,000 shares of the 100,000 shares granted on 1/28/98 with a vesting schedule of 33,333 on 1/28/99; 33,333 on 1/28/00; and 33,334 on 1/28/01.

3. Represents option to purchase 20,000 shares of the 50,000 shares granted on 7/23/98 with a vesting schedule of 16,666 on 7/23/99; 16,667 on 7/23/00; and 16,667 on 7/23/01.

4. Represents option to purchase 33,334 shares of the 100,000 shares granted on 10/28/99 with a vesting schedule of 33,333 on 10/28/00; 33,333 on 10/28/01; and 33,334 on 10/28/02.

5. Represents option to purchase 125,000 shares of the 125,000 shares granted on 7/26/01 with a vesting schedule of 41,666 on 7/26/02; 41,667 on 7/26/03; and 41,667 on 7/26/04.

	/s/ James C. Day	12/21/2006
	** 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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