Sec Form 4 Filing - PENEGUY RICHARD A JR @ NOBLE ENERGY INC - 2004-11-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PENEGUY RICHARD A JR 2. Issuer Name and Ticker or Trading Symbol NOBLE ENERGY INC [ NBL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Retired Officer (Last) (First) (Middle) 100 GLENBOROUGH DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 11/18/2004 (Street) HOUSTON, TX77067 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Noble Energy Inc., Common Stock 11/18/2004 M 12,000 A $ 43.21 14,132 D Noble Energy Inc., Common Stock 11/18/2004 M 13,548 A $ 20.0625 27,680 D Noble Energy Inc., Common Stock 11/18/2004 M 15,048 A $ 20.0625 42,728 D Noble Energy Inc., Common Stock 11/18/2004 M 13,333 A $ 32.54 56,061 D Noble Energy Inc., Common Stock 11/18/2004 M 6,667 A $ 35.365 62,728 D Noble Energy Inc., Common Stock 11/18/2004 M 12,540 A $ 35.938 75,268 D Noble Energy Inc., Common Stock 11/18/2004 M 12,540 A $ 39.875 87,808 D Noble Energy Inc., Common Stock 11/18/2004 M 5,598 A $ 24.25 93,406 D Noble Energy Inc., Common Stock 11/18/2004 M 4,461 A $ 40.375 97,867 D Noble Energy Inc., Common Stock 11/18/2004 J 0 ( 1 ) A $ 0 1,635 I 401(k) Noble Energy Inc., Common Stock 11/18/2004 S 95,735 D $ 58.5617 2,132 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option Grant (right to buy) $ 43.21 11/18/2004 M 12,000 01/29/2002 01/29/2011 Noble Energy Inc., Common Stock 12,000 $ 0 0 D Employee Stock Option Grant (right to buy) $ 20.0625 11/18/2004 M 13,548 01/31/2001 01/31/2010 Noble Energy Inc., Common Stock 13,548 $ 0 0 D Employee Stock Option Grant (right to buy) $ 20.0625 11/18/2004 M 15,048 02/01/2000 02/01/2009 Noble Energy Inc., Common Stock 15,048 $ 0 0 D Employee Stock Option Grant (right to buy) $ 32.54 11/18/2004 M 13,333 02/01/2003 02/01/2012 Noble Energy Inc., Common Stock 13,333 $ 0 6,667 D Employee Stock Option Grant (right to buy) $ 35.365 11/18/2004 M 6,667 02/01/2004 02/01/2013 Noble Energy Inc., Common Stock 6,667 $ 0 13,333 D Employee Stock Option Grant (right to buy) $ 35.938 11/18/2004 M 12,540 02/02/1999 02/01/2008 Noble Energy Inc., Common Stock 12,540 $ 0 0 D Employee Stock Option Grant (right to buy) $ 39.875 11/18/2004 M 12,540 07/21/1998 07/20/2007 Noble Energy Inc., Common Stock 12,540 $ 0 0 D Employee Stock Option Grant (right to buy) $ 24.25 11/18/2004 M 5,598 07/25/1996 07/24/2005 Noble Energy Inc., Common Stock 5,598 $ 0 0 D Employee Stock Option Grant (right to buy) $ 40.375 11/18/2004 M 4,461 09/24/1997 09/24/2006 Noble Energy Inc., Common Stock 4,461 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PENEGUY RICHARD A JR 100 GLENBOROUGH DRIVE, SUITE 100 HOUSTON, TX77067 Retired Officer Signatures Richard A. Peneguy 11/22/2004 Signature of Reporting Person Date Arnold Johnson, POA 11/22/2004 Signature of Reporting Person Date James McElvany, POA 11/22/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )See remarks for description of price and share calculations.

Remarks: Holdings under the Company's 401(k) Plan are reported in units by the plan administrator. The units represent shares of Company common stock. The number of shares represented by the units is calculated by dividing the aggregate unit balance under the 401(k) by the closing price of the Company's common stock on the date in question. Using this calculation, holdings under the 401(k) plan have increased by approximately 44 shares since the last reportable transaction in the Company's common stock on Form 4.Column 5. of Table I includes 1590 shares of restricted stock.

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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