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^*

SIMPSON BOB R

(Last)

(First)

(Middle)

810 HOUSTON 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
X	Officer (give title below)	Other (specify below)
	Dir., CEO and Chairman

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2006

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)
Common Stock	06/29/2006		M		838,147⁽¹⁾	A	$23.6304⁽¹⁾	8,113,147	D
Common Stock	06/29/2006		F		592,869	D	$43.8	7,520,278	D
Common Stock	06/30/2006		S		245,278	D	$44.2478	7,275,000	D
Common Stock	06/30/2006		M		1,132,915⁽¹⁾	A	$23.9551⁽¹⁾	8,407,915	D
Common Stock	06/30/2006		F		803,193	D	$44.195	7,604,722	D
Common Stock	06/30/2006		S		250,000	D	$44.2744	7,354,722	D
Common Stock	06/30/2006		S		79,722	D	$44.3002	7,275,000	D
Common Stock								30,000⁽²⁾	I	By Spouse
Common Stock								21,300⁽³⁾	I	Custodial Account
Common Stock								160,482⁽⁴⁾	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)
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) 1998 Plan	$23.6304⁽¹⁾	06/29/2006		M			838,147⁽¹⁾	⁽⁵⁾	09/28/2014	Common Stock	838,147⁽¹⁾	$0	0	D
Stock Option (right to buy) 2004 Plan	$23.9551⁽¹⁾	06/30/2006		M			1,132,915⁽¹⁾	⁽⁶⁾	11/16/2011	Common Stock	1,132,915⁽¹⁾	$0	2,189,854⁽¹⁾	D

Explanation of Responses:

1. As adjusted for a four-for-three stock split effected on March 15, 2005 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006.

2. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

3. Held in custodial account for minor children.

4. Shares owned as of June 29, 2006 through the 401(k) Plan.

5. The options became exercisable in 50% increments on October 21, 2004 and February 2, 2005 when the common stock closed at or above $26.25 and $27.75, respectively. All vesting prices have been adjusted to reflect the four-for-three stock split effected on March 15, 2005. Originally reported as an option to purchase 604,300 shares at an exercise price of $32.775 per share.

6. The options became exercisable in 50% increments on February 9, 2005 and February 22, 2005 when the common stock closed at or above $28.125 and $31.875, respectively. All vesting prices have been adjusted to reflect the four-for-three stock split effected on March 15, 2005. Originally reported as an option to purchase 2,395,700 shares at an exercise price of $33.225 per share.

	Frank G. McDonald, Attorney-in-Fact for Bob R. Simpson	07/03/2006
	** 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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