Sec Form 4 Filing - BULLINGTON ALAN R @ NOBLE ENERGY INC - 2008-05-28

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 BULLINGTON ALAN R 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 Sr. VP International (Last) (First) (Middle) 100 GLENBOROUGH DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2008 (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 8,247 ( 1 ) I 401(k) Noble Energy, Inc. Common Stock 05/28/2008 D 9,276 ( 2 ) D $ 0 23,430 D Noble Energy, Inc. Common Stock 05/28/2008 F 4,967 D $ 98.51 18,463 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BULLINGTON ALAN R 100 GLENBOROUGH DRIVE, SUITE 100 HOUSTON, TX77067 Retired Sr. VP International Signatures Arnold J. Johnson, Attorney-in-Fact 05/30/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 based upon the plan statement as of May 28, 2008 and calculated by dividing the aggregate unit balance under the 401(k) by the closing price of the Company's common stock on that date. ( 2 )This reported transaction reflects the forfeiture by the reporting person of shares of restricted stock to Noble Energy, Inc. as a result of the reporting person's retirement from the Company.

Remarks: Column 5 of Table 1 includes 3,193 restricted shares of Noble Energy, Inc. Common Stock directly held by the reporting person.Mr. Bullington retired from the Company effective May 1, 2008 and is no longer subject to Section 16.

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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