8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

FORM 8-K

 CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 15, 2005

XTO ENERGY INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-10662	75-2347769
(Commission File Number)	(IRS Employer Identification No.)
810 Houston, Fort Worth, Texas	76102
(Address of Principal Executive Offices)	(Zip Code)

(817) 870-2800

(Registrant’s Telephone Number, Including Area Code)

NONE

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.    Other Events. 

Common Stock Dividend Increase 

On November 15, 2005, XTO Energy Inc. announced that its Board of Directors increased its quarterly cash dividend to 7.5 cents per share, up from 5 cents per share, effectively immediately. This increased dividend is payable January 13, 2006 to stockholders of record at the close of business December 30, 2005.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

         99.1 News Release dated November 15, 2005

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XTO ENERGY INC.
Date:  November 17, 2005	By:	/s/ BENNIE G. KNIFFEN
		Bennie G. Kniffen
		Senior Vice President and Controller

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EXHIBIT INDEX

Exhibit Number and Description

99.1 News Release dated November 15, 2005

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EX-99.1

Exhibit 99.1

[XTO Logo Here]

NEWS RELEASE

For Immediate Release

Number: 05-31

XTO ENERGY INCREASES COMMON STOCK DIVIDEND

FORT WORTH, TX (November 15, 2005) - XTO Energy Inc. (NYSE-XTO) today announced that its Board of Directors has increased its quarterly cash dividend to 7.5 cents per share, up from 5 cents per share, effective immediately.

    “As a leading growth company, XTO Energy continues to deliver strong results and create future value,” stated Bob R. Simpson, Chairman and Chief Executive Officer. “This dividend increase today recognizes our ongoing commitment to realizing that value for the shareholders.”

    This outstanding Common Stock dividend is payable January 13, 2006 to stockholders of record at the close of business December 30, 2005.

    XTO Energy Inc. is a domestic energy producer engaged in the acquisition, development and discovery of quality, long-lived oil and natural gas properties in the United States. Its properties are concentrated in Texas, New Mexico, Arkansas, Oklahoma, Kansas, Wyoming, Colorado, Alaska, Utah and Louisiana.

Contacts: Louis G. Baldwin Executive Vice President & Chief Financial Officer XTO Energy, Inc. 817/870-2800 Gary D. Simpson Senior Vice President Investor Relations & Finance XTO Energy Inc. 817/870-2800

(more)

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XTO Energy Increases Common Stock Dividend

This release can be found at http://www.xtoenergy.com.

Statements made in this news release, including those relating to the Company’s future financial results and future value, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are both subject to a wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, a significant decline in product prices, the timing and results of drilling activity, the timing of production, treatment and transportation facility installations, the availability of drilling equipment and steel supplies, higher than expected production costs and other expenses and general market conditions. The Company undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in the Company’s filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein.