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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

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                                 CURRENT REPORT


     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          Date of Report (Date of earliest event reported): MAY 4, 2004


                               NOBLE ENERGY, INC.
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             (Exact name of Registrant as specified in its charter)


            DELAWARE                      001-07964              73-0785597
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(State or other jurisdiction of          Commission           (I.R.S. Employer
 incorporation or organization)          File Number         Identification No.)


      100 GLENBOROUGH, SUITE 100
            HOUSTON, TEXAS                                           77067
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(Address of principal executive offices)                           (Zip Code)


       Registrant's telephone number, including area code: (281) 872-3100


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                     (Former name, former address and former
                   fiscal year, if changed since last report)

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits. The following exhibits are furnished as part of this current
         Report on Form 8-K:

         99.1     Press Release dated May 4, 2004.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On May 4, 2004 the Company issued a press release announcing its
financial results for its first quarter ended March 31, 2004. A copy of the
press release issued by the Company is attached hereto as Exhibit 99.1.

         The Company's press release announcing its financial results for its
first quarter ended March 31, 2004 contains non-GAAP financial measures.
Generally, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States
generally accepted accounting principles, or GAAP. Pursuant to the requirements
of Regulation G, the Company has provided quantitative reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.

         The press release attached to this Form 8-K as Exhibit 99.1 shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liabilities of that Section.




                                    SIGNATURE

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


                              NOBLE ENERGY, INC.


Date: May 4, 2004             By:
                                  ----------------------------------------------
                                  James L. McElvany
                                  Senior Vice President-Finance, Chief Financial
                                  Officer and Treasurer





                                INDEX TO EXHIBITS



       Item                      Exhibit
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       99.1          Press Release dated May 4, 2004