<PAGE>

T&K Draft of 3/25/94


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- -------------------------------------------------------------------------------


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------


     (Mark One)                     FORM 10-K

         /X/      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993

                                       OR

         /  /   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______


                         Commission file number: 0-7062


                             NOBLE AFFILIATES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

       Delaware                                         73-0785597
(STATE OF INCORPORATION)                (I.R.S. EMPLOYER IDENTIFICATION NUMBER)

     110 West Broadway                                         73401
     Ardmore, Oklahoma
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                     (ZIP CODE)

               Registrant's telephone number, including area code:
                                 (405) 223-4110


           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                     Name of Each Exchange on
           Title of Each Class                           Which Registered
           -------------------                           ----------------

   Common Stock, $3.33-1/3 par value              New York Stock Exchange, Inc.

        SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:  None


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.      Yes   X        No
                                                   ----          ----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
                             -----

     Aggregate market value of Common Stock held by nonaffiliates as of March
14, 1994:  $1,065,252,298.

     Number of shares of Common Stock outstanding as of March 14, 1994:
49,943,530.


                       DOCUMENTS INCORPORATED BY REFERENCE

     Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:

     (1)  1993 annual report to the shareholders - Parts I and II.
     (2)  Proxy statement for the 1994 annual meeting of shareholders -

          Part III.
     (3)  Form 10-K for the year ended December 31, 1991 - Part II.


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<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

                                     PART I


Item 1.   Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
          Oil and Gas. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
               Acquisitions. . . . . . . . . . . . . . . . . . . . . . . . .   1
               Exploration Activities. . . . . . . . . . . . . . . . . . . .   2
               Production Activities . . . . . . . . . . . . . . . . . . . .   4
               Marketing . . . . . . . . . . . . . . . . . . . . . . . . . .   4
               Regulation and Risks. . . . . . . . . . . . . . . . . . . . .   5
               Competition . . . . . . . . . . . . . . . . . . . . . . . . .   6
          Employees. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

Item 2.   Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
          Offices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   7
          Oil and Gas. . . . . . . . . . . . . . . . . . . . . . . . . . . .   7

Item 3.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . .  12

Item 4.   Submission of Matters to a Vote of Security Holders. . . . . . . .  12

          Executive Officers of the Registrant . . . . . . . . . . . . . . .  12

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

Item 6.   Selected Financial Data. . . . . . . . . . . . . . . . . . . . . .  13

Item 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations. . . . . . . . . . . . . . . . . . . . . . .  14

Item 8.   Financial Statements and Supplementary Data. . . . . . . . . . . .  14

Item 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure.. . . . . . . . . . . . . . . . . . . . . . .  14

Item 10.  Directors and Executive Officers of the Registrant.. . . . . . . .  14

Item 11.  Executive Compensation.. . . . . . . . . . . . . . . . . . . . . .  14

Item 12.  Security Ownership of Certain Beneficial Owners and Management.. .  14

Item 13.  Certain Relationships and Related Transactions.. . . . . . . . . .  14

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K..  15


                                       -i-




<PAGE>


                                     PART I


ITEM 1.   BUSINESS.

GENERAL

     Noble Affiliates, Inc. is a Delaware corporation organized in 1969.  The
Registrant is principally engaged, through its subsidiaries, in the exploration
for and production of oil and gas.  In this report, unless otherwise indicated
or the context otherwise requires, the "Company" or the "Registrant" refers to
Noble Affiliates, Inc. and its subsidiaries.

OIL AND GAS

     The Registrant's wholly owned subsidiary, Samedan Oil Corporation
("Samedan"), has been engaged in the exploration for and production of oil and
gas since 1932.  Samedan conducts its exploration and production operations
throughout the major basins in the United States, including the Gulf of Mexico,
and in foreign jurisdictions, primarily in Canada and Africa.  For information
regarding Samedan's oil and gas properties, see "Item 2 - Properties - Oil and
Gas" on pages 7 through 11 of this report.

     In this report, unless the context otherwise requires, Samedan refers to
Samedan Oil Corporation and its subsidiaries.  In this report, quantities of oil
are expressed in barrels ("bbls"), and quantities of natural gas are expressed
in thousands of cubic feet ("Mcf"), millions of cubic feet ("MMcf") or billions
of cubic feet ("Bcf").

     ACQUISITIONS

     During 1993, Samedan spent approximately $418.5 million in proved property
acquisitions.  Of the $418.5 million in acquisitions, two of the transactions
totalling $405.0 million were purchases of proved oil and gas properties from
Freeport-McMoRan, Inc. ("Freeport-McMoRan") and FM Properties Operating Co.
("FMPO").  In July 1993, Samedan acquired from Freeport-McMoRan and FMPO for
$100,000,000 all their interests (an approximate 70 percent working interest) in
East Cameron blocks 320, 331 and 332, which are located in federal waters
offshore Louisiana.  The blocks contain seven suspended oil and gas wells, and
as of June 30, 1993, these properties had estimated proved undeveloped reserves
of 4.3 million bbls of oil and 76.6 Bcf of gas.  Production facilities for these
properties are under construction.  Such facilities will be capable of handling
gross production of 10,000 bbls of oil and 100 MMcf of gas per day.
Installation of the production facilities is expected to occur in late 1994.

     In October 1993, Samedan acquired substantially all the remaining oil and
gas properties from FMPO for $305,000,000.  Such acquisition included 40
producing blocks in the Gulf of Mexico and three oil and gas fields onshore in
the United States.

     At year end 1993, the Gulf of Mexico blocks were producing 1,800 bbls of
oil and 80 MMcf of gas per day, primarily from three fields:  Mississippi Canyon
365 (67 percent working interest), South Pass 83 (61 percent working interest)
and Vermilion 161/162 (40 percent working interest).

     The onshore fields included in the acquisition consist of two gas fields
and one oil field.  The Bowdoin gas field is located in Phillips and Valley
Counties, Montana.  The field, which Samedan operates, is 50 miles long and
25 miles wide and contains approximately 550 wells which produce from a shallow,
low pressure formation.  Samedan's working interest is approximately 57 percent.
Production from the field is sold to KN Energy, Inc. under a gas purchase
contract having a term coexistent with the life of the field at prices currently
above the spot market.  The contract provides for the sale of 10.5 MMcf of gas
per day at a price which was $3.34 per Mcf in December 1993, and increases each
month thereafter by four-tenths of one percent to a maximum of $6.75 per Mcf.
Samedan estimates the field, which is producing at a rate of 10.5 MMcf of gas
per day net to Samedan's interest, has a reserve life in excess of 37 years.






<PAGE>

     The Niobrara gas area is located in northeastern Colorado and northwestern
Kansas, and the wells in which Samedan acquired an interest were producing at
year end 1993 approximately 8 MMcf of gas per day net to Samedan's interest.
Samedan's working interest in the area is approximately 62 percent.

     Samedan also acquired a 50 percent non-operating working interest in the
South Belridge oil field in Kern County, California.  The field produces oil
from two separate zones, the Diatomite, which is under waterflood, and the
Tulare, which is a steamflood operation.  Production from the unit is
approximately 2,660 bbls per day net to Samedan's interest.

     Also in 1993, Samedan spent $4.4 million on acquisitions of unproved
properties.  These properties were acquired primarily through domestic onshore
lease acquisitions, various offshore lease sales and Canadian land sales.

     EXPLORATION ACTIVITIES

     Samedan, by itself or through various arrangements with others,
investigates potential oil and gas properties, seeks to acquire exploration
rights in areas of interest and conducts exploratory activities, including
geophysical and geological evaluation and exploratory drilling, where
appropriate, on properties for which it acquired such exploration rights.

     Samedan has been engaged in exploration and development of oil and gas
reserves in federal and state waters offshore Texas and Louisiana since 1968 and
has remained active in these areas of the Gulf of Mexico throughout the past 25
years during which it has drilled, or participated in the drilling of (through
December 31, 1993), 595 gross wells.  In 1993, Samedan drilled or participated
in the drilling of 12 exploratory wells (5.7 net) and 22 development wells (7.3
net) in federal and state waters offshore Texas and Louisiana.  Of the 34 gross
wells drilled, 22 (9.2 net) were completed as productive wells and 12 (3.8 net)
were abandoned as dry holes.  The Registrant intends to remain active in these
areas of the Gulf of Mexico.  As of December 31, 1993, the Registrant had 44
undrilled leases in the Gulf of Mexico, with expiration dates ranging from 1994
to 1998, in which the Registrant currently intends to conduct future exploration
activities.

     The following paragraphs in this "Exploration Activities" section describe
significant domestic activities in 1993.

     GULF OF MEXICO.  Samedan encountered a multi-pay oil and gas discovery on
its 44 percent owned Vermilion 371 block, located offshore Louisiana in 297 feet
of water.  The discovery well logged four potential hydrocarbon-bearing zones,
three of which were tested.  On a combined basis, the well flowed 2,119 bbls of
oil and condensate and 9.3 MMcf of gas per day.  The second well was drilled
4,950 feet to the southeast of the discovery well and logged 102 feet of oil and
gas/condensate pay sands in four zones.  The third well on the property was
drilled 5,350 feet to the northwest of the discovery well and logged 131 feet of
oil and gas/condensate pay sands in five zones.  A fourth well is scheduled to
be drilled during the first quarter of 1994.  Production facilities are being
designed for the property and initial production is projected for 1995.

     An oil discovery was made and subsequent confirmation wells were drilled on
Samedan's 50 percent owned Vermilion 332 block located in 217 feet of water
offshore Louisiana.  Pay thickness, flow rates and other technical data have not
been disclosed.

     Offshore Texas, at Brazos 531, Samedan logged 44 feet of gas pay 2,550 feet
north of a discovery well drilled by the offset lease operator.  The offset well
tested 9.2 MMcf of gas per day.  A mutually agreed upon production unit is being
formed by the Company and the offset lease owners to efficiently develop and
produce the reservoir.  The Company estimates it will own an approximate
25 percent working interest in the unit with first production projected for the
fourth quarter of 1994.

     Production facilities were in place at year end 1993 on Samedan's South
Timbalier 68 #1 well.  Samedan owns a 100 percent working interest in the well
until payout is attained.  Thereafter, Samedan will own a

                                       -2-


<PAGE>

35 percent working interest in the well until 10 Bcf of gas are produced at
which time Samedan's interest will be reduced to 10 percent.  The well is
expected to commence production in the first quarter of 1994 at an estimated
rate of 2,000 bbls of oil and 1.5 MMcf of gas per day.

     Development operations are under way and production is expected to commence
at varying times throughout 1994 on the following properties:  High Island A-547
(100 percent working interest), High Island A-281 (83 percent working interest),
High Island A-376 (8 percent working interest), High Island A-417 (50 percent
working interest), Brazos 413 (17 percent working interest), Brazos A-51 (50
percent working interest) and Matagorda Island 638 (8 percent working interest),
located offshore Texas; and South Marsh Island 232 (80 percent working
interest), West Cameron 445 (100 percent working interest) and Ship Shoal 315
(25 percent working interest), located offshore Louisiana.

     DOMESTIC ONSHORE.  Samedan drilled an oil discovery well on its Creek Butte
Prospect in Roosevelt County, Montana.  The Harmon 41-18 well was completed at a
rate of 376 bbls of oil per day from the Nisku formation.  Additional drilling
is scheduled for 1994.

     Samedan formed a waterflood unit in its Six Mile South prospect in Beaver
County, Oklahoma during 1993.  Samedan operates the unit with an 82 percent
working interest.  Samedan is currently injecting 3,100 barrels of water per day
into the formation and expects oil production response to occur by the third
quarter of 1994.  Peak oil production from the unit is expected to be
approximately 700 bbls per day.

     In 1993, Samedan continued its infill drilling program in three of its
waterflood oil producing units.  Three wells were drilled in 1993 on Samedan's
74.7 percent owned Wildcat Jim Penn Unit in southern Oklahoma, which added
approximately 80 bbls of oil production per day.  Total unit oil production at
year end 1993 was 894 bbls per day.  Samedan also drilled in 1993 six infill
wells in its 56.4 percent owned North Alma Penn Unit, also located in Southern
Oklahoma, which added approximately 300 bbls of oil production per day.  Total
unit oil production at year end 1993 was 1,389 bbls per day.  During 1993,
Samedan drilled four infill wells in its 56.8 percent owned South Central
Robertson Unit located in Gaines County, Texas, which added approximately 250
bbls of oil production per day.  Total unit oil production at year end 1993 was
3,050 bbls per day.

     The following paragraphs in this "Exploration Activities" section describe
significant international activities in 1993.

     CANADA.  During 1993, Samedan Oil of Canada, Inc., a wholly-owned
subsidiary of Samedan ("Samedan-Canada"), participated in 13 exploratory wells
(6.4 net) and 15 development wells (4.0 net) with interests ranging from 12 to
100 percent.  A total of 13 wells (3.7 net) were successfully completed in 1993.

     In 1993, Samedan-Canada participated with a 14 percent working interest in
drilling three horizontal wells in its Meekwap oil field in Alberta Province.
The wells were successfully completed and flowing approximately 3,300 bbls of
oil per day at year end 1993.  Samedan-Canada anticipates two to four additional
horizontal wells could be drilled in the field during 1994.

     In Alberta Province, Samedan-Canada successfully completed its Nevis 4-30
well in its Gadsby Lake Prospect.  The well is capable of producing 1,200 bbls
of oil per day, which is substantially in excess of the amount allowed by
regulations.  Samedan-Canada expects allowable production in 1994 from the well
to be approximately 50 bbls of oil per day.  Samedan-Canada owns a 100 percent
working interest in the well.

     At year end 1993, Samedan-Canada was installing a 12-mile pipeline to
connect its Evening Star gas wells to the sales system.  First production is
expected during the first quarter of 1994 at a rate of approximately 1 MMcf of
gas per day, net to Samedan-Canada's interest.

                                       -3-




<PAGE>

     TUNISIA.  During 1993, Samedan of Tunisia, Inc., a wholly-owned subsidiary
of Samedan ("Samedan-Tunisia") participated in two exploratory wells (.9 net).
Samedan-Tunisia drilled a dry hole on its 50 percent owned LaMarsa Prospect and
also drilled a dry hole on its 40 percent owned Tazerka Field in 1993.

     During the year, the Tazerka oil field, which Samedan-Tunisia operates,
produced an average of 1,835 bbls of oil per day (642 net to Samedan-Tunisia)
from five wells.  Production from the field is stored in a floating production
and storage unit, capable of holding 1.4 million bbls of oil, anchored on the
property.

     Samedan-Tunisia is currently planning to drill during 1994 two development
wells on its Isis Concession and one exploratory well on its Cap Bon Marin
exploration permit, all offshore Tunisia.  Samedan's interests in the Isis
Concession and Cap Bonn Marin permit are 40 percent and 50 percent,
respectively.

     WEST AFRICA.  Samedan of North Africa, Inc., a wholly-owned subsidiary of
Samedan ("Samedan-North Africa"), owns a 30 percent working interest in the Alba
Field located in a 500,000 gross acre contract area northwest of Bioco Island in
the Atlantic Ocean offshore Equitorial Guinea.  During 1993, production from the
Alba Field averaged 4,713 barrels of condensate per day from two wells.
Production facilities were expanded during 1993 to accommodate gross condensate
production of up to 7,200 bbls per day.  Samedan-North Africa did not engage in
any drilling during 1993.

     INDONESIA.  Samedan Oil of Indonesia, Inc., a wholly-owned subsidiary of
Samedan ("Samedan-Indonesia"), owns a 15 percent working interest in a permit
covering approximately 747,000 gross acres in the East Java Sea, offshore
Indonesia.  Development of the Camar Field, following extensive drilling and
testing of numerous wells from 1982 through 1989, was completed in 1991.
Production peaked at approximately 9,872 bbls per day in late 1991 before
declining to 2,700 bbls per day at year end 1993, which is below the economic
limits due to high operational costs.  At year end 1993, the operator was making
preparations to mothball or abandon the field.  The oil reserves and related
costs attributable to the Company's interest in the Camar Field were essentially
written off during 1993.

     PRODUCTION ACTIVITIES

     As of December 31, 1993, Samedan owned approximately 1,809 net producing
oil and gas wells in the United States and Canada and approximately 4 net
producing oil and gas wells in other foreign jurisdictions.  Net production of
oil (including condensate and natural gas liquids), excluding royalty sales,
totaled 6,916,767 bbls in 1993 compared to 6,362,593 bbls in 1992.  Net
production of natural gas, excluding royalty sales, totaled 75,139,423 Mcf in
1993 compared to 73,292,461 Mcf in 1992.

     Samedan operates approximately 28 percent of the gross oil and gas wells in
which it has an interest, with the remainder operated by others under operating
agreements customarily used in the industry.

     MARKETING

     Oil produced by the Company is sold to various purchasers in the United
States, Canada and other foreign locations at various prices depending on the
location and quality of the oil.  The Company has no long-term contracts with
purchasers of its oil production.  Gas is sold primarily under 30-day spot sales
contracts varying in length from one to twelve months.  The prices received
under these contracts are affected by factors that impact the pricing of most
commodities:  weather, seasonal demand and availability of supply.  See "Item 1
- - Business - Oil and Gas - Acquisitions" for a description of a long-term gas
purchase contract covering certain production from the Bowdoin gas field in
Montana.  Crude oil, condensate and natural gas are distributed through
pipelines and trucks to gatherers, transportation companies and end users.  In
order to manage its exposure to price risks, the Company from time to time
enters into hedging transactions, including crude oil and natural gas futures
contracts.

     The largest single customer for Samedan's oil in 1993 purchased
approximately 13 percent of its oil production, and the five largest purchasers
accounted for approximately 48 percent of total oil production.



                                       -4-




<PAGE>




The largest single customer for Samedan's gas in 1993 purchased approximately
19 percent of its gas production, and the five largest purchasers accounted for
approximately 44 percent of total gas production. The Company does not believe
that the loss by Samedan of a major oil or gas customer would have a material
adverse effect on the Company.

     Oil prices are affected by a variety of factors that are beyond the control
of the Company.  The principal factors influencing the prices received by
producers of domestic crude oil continue to be the pricing and production of the
members of the Organization of Petroleum Exporting Countries.  The Company's
average per barrel oil price decreased from $20.39 in 1991 to $18.68 in 1992 to
$15.91 in 1993.  The Company's average oil prices for 1991, 1992 and 1993
reflected additional amounts per barrel of $1.17, $0.33 and $0.02, respectively,
from hedging oil production.

     Substantial competition in the natural gas marketplace continued in 1993.
Gas prices, which were once determined largely by governmental regulations, are
now being influenced to a greater extent by the marketplace.  The average price
per Mcf realized by the Company in 1993 was $2.10, 16 percent higher than the
$1.81 realized in 1992.  The Company's average gas prices for 1993 and 1992
reflected reductions in the average gas price per Mcf of $.048 and $.045,
respectively, from hedging natural gas production.

     On January 13, 1994, the Company formed a wholly-owned subsidiary, Noble
Gas Marketing, Inc., for the purpose of seeking out opportunities to enhance the
value of the Company's gas by marketing directly to end users.  It is
anticipated that Noble Gas Marketing, Inc. will also be actively involved in the
purchase and sale of gas from other producers.  Such third party gas may be
purchased from non-operators who own working interests in the Company's wells,
or from other producers' properties in which the Company may not own an
interest.  It is further anticipated that Noble Gas Marketing, Inc. will engage
in the installation, purchase and operation of gas gathering lines.

     REGULATION AND RISKS

     GENERAL.  Exploration for and production and sale of oil and gas are
extensively regulated at the national, state and local levels.  Oil and gas
development and production activities are subject to various state laws and
regulations (and orders of regulatory bodies pursuant thereto) governing a wide
variety of matters, including allowable rates of production, marketing, pricing,
prevention of waste and pollution, and protection of the environment.  Laws
affecting the oil industry are under constant review for amendment or expansion
and frequently increase the regulatory burden on companies.  Numerous
governmental departments and agencies are authorized by statute to issue rules
and regulations binding on the oil and gas industry.  Many of these governmental
bodies have issued rules and regulations with which are often difficult and
costly to comply, and which carry substantial penalties for failure to comply.
These laws, regulations and orders may restrict the rate of oil and gas
production below the rate that would otherwise exist in the absence of such
laws, regulations and orders.  The regulatory burden on the oil and gas
industry increases its costs of doing business and consequently affects
its profitability.

     NATURAL GAS.  The natural gas industry has been regulated under the Natural
Gas Act and the Natural Gas Policy Act of 1978 (the "NGPA").  Under the Natural
Gas Wellhead Decontrol Act of 1989, price ceilings have been eliminated over a
transition period which ended on January 1, 1993.

     CERTAIN RISKS.  In Samedan's exploration operations, losses may occur
before any accumulation of oil or gas is found.  If oil or gas is discovered, no
assurance can be given that sufficient reserves will be developed to enable
Samedan to recover the costs incurred in obtaining the reserves or that reserves
will be developed at a rate sufficient to replace reserves currently being
produced and sold.  Samedan's international operations are also subject to
certain political, economic and other uncertainties including, among others,
risks of war, expropriation, renegotiation or modification of existing
contracts, taxation policies, foreign exchange restrictions, international
monetary fluctuations and other hazards arising out of foreign governmental
sovereignty over areas in which Samedan conducts operations.


                                       -5-




<PAGE>




     ENVIRONMENTAL MATTERS.  As a developer, owner and operator of oil and gas
properties, Samedan is subject to various federal, state, local and foreign
country laws and regulations relating to the discharge of materials into, and
the protection of, the environment.  The release or discharge of oil from
Samedan's domestic onshore or offshore facilities could subject Samedan to
liability under federal laws and regulations, including the Oil Pollution Act of
1990, the Outer Continental Shelf Lands Act and the Clean Water Act, for
pollution cleanup costs, damages to the environment, civil or criminal
penalties, and orders or injunctions requiring the suspension or cessation of
operations in affected areas.  The liability under these laws for a substantial
release or discharge of oil, subject to certain specified limitations on
liability, may be extraordinarily large.  If any oil pollution was caused by
willful misconduct, willful negligence or gross negligence, or was caused
primarily by a violation of federal regulations, such limitations on liability
may not apply.  Certain of Samedan's facilities are subject to regulations of
the United States Environmental Protection Agency, including regulations that
require the preparation and implementation of spill prevention control and
countermeasure plans relating to the possible discharge of oil into navigable
water.

     The Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA"), also known as "Superfund", imposes liability on certain classes of
persons that contributed to the release or threatened release of a hazardous
substance into the environment.  The Resource Conservation and Recovery Act
("RCRA") and regulations promulgated thereunder regulate hazardous waste,
including its treatment, storage and disposal.  CERCLA currently exempts crude
oil, and RCRA currently exempts certain drilling materials, such as drilling
fluids and production waters, from the definitions of hazardous substances and
hazardous wastes.  Samedan's operations, however, may involve the use or
handling of other materials that may be classified as hazardous substances or
hazardous wastes, and therefore, these statutes and regulations promulgated
under them would apply to Samedan's generation, handling and disposal of these
materials.  In addition, there can be no assurance that such exemptions will be
preserved in future amendments of such acts, if any, or that more stringent laws
and regulations protecting the environment will not be adopted.

     Certain of Samedan's facilities may also be subject to other federal
environmental laws and regulations, including the Clean Air Act with respect to
emissions of air pollutants.  Certain state or local laws or regulations may
impose liabilities in addition to or restrictions more stringent than those
described herein.  The environmental laws, rules and regulations of foreign
countries are generally less stringent than those of the United States, and
therefore, the requirements of such jurisdictions do not generally impose an
additional compliance burden on Samedan.

     Samedan has made and will continue to make expenditures in its efforts to
comply with environmental requirements.  The Company does not believe that it
has to date expended material amounts in connection with such activities or that
compliance with such requirements will have a material adverse effect upon the
capital expenditures, earnings or competitive position of the Company.  Although
such requirements do have a substantial impact upon the energy industry,
generally they do not appear to affect the Company any differently or to any
greater or lesser extent than other companies in the industry.

     INSURANCE.  Samedan believes that it has such insurance coverages as are
customary in the industry and that it is adequately protected by public
liability and physical damage insurance.

     COMPETITION

     The oil and gas industry is highly competitive.  Since many companies and
individuals are engaged in exploring for oil and gas and acquiring oil and gas
properties, a high degree of competition for desirable exploratory and producing
properties exists.  A number of the companies with which Samedan competes are
larger and have greater financial resources than Samedan.

     The availability of a ready market for Samedan's oil and gas production
depends on numerous factors beyond its control, including the level of consumer
demand, the extent of worldwide oil and gas production, the costs and
availability of alternative fuels, the costs of and proximity of pipelines and
other transportation





                                       -6-




<PAGE>



facilities, regulation by state and federal authorities and
the costs of complying with applicable environmental regulations.

EMPLOYEES

     The total number of employees of the Company increased from 503 at
December 31, 1992 to 518 at December 31, 1993.


I
TEM 2. PROPERTIES.

OFFICES

     The principal executive office of the Company is located at 110 West
Broadway, Ardmore, Oklahoma 73401.  The principal executive office of Samedan is
in Ardmore, Oklahoma, and Samedan also maintains division offices in Oklahoma
City, Houston, Denver and Calgary, Canada.  Samedan maintains three separate
offices in Houston for its international, offshore and onshore oil and gas
operations.  Samedan maintains an office in Tunis, Tunisia, from which it
operates its various concessions and producing property in Tunisia.  The
principal executive office of Noble Gas Marketing, Inc. is located in Houston.

OIL AND GAS

     The estimated proved and proved developed oil and gas reserves of Samedan,
as of December 31, 1993, 1992 and 1991 and the standardized measure of
discounted future net cash flows attributable thereto at December 31, 1993, 1992
and 1991 are included in Note 9 of Notes to Consolidated Financial Statements
appearing on pages 32 through 35 of the Registrant's 1993 annual report to
shareholders, which Note is incorporated herein by reference ("Note 9").

     Note 9 also includes Samedan's net production (including royalty and
working interest production) of oil and natural gas for the three years ended
December 31, 1993.  Royalty production of both oil and gas (stated in oil barrel
equivalents) is included in the "Crude Oil & Condensate" presentation in Note 9.
Samedan has no oil or gas applicable to long-term supply or similar agreements
with foreign governments or authorities in which Samedan acts as producer.

     Since January 1, 1993, no oil or gas reserve information has been filed
with, or included in any report to, any federal authority or agency other than
the Securities and Exchange Commission and the Energy Information Administration
(the "EIA").  Samedan files Form 23, including reserve and other information,
with the EIA.


                                       -7-




<PAGE>

     The following table sets forth for each of the last three years the average
sales price (including transfers) per unit of oil produced and per unit of
natural gas produced, and the average production (lifting) cost per unit of
production.


<TABLE>
<CAPTION>

                                                         Year Ended December 31,
                                                       ---------------------------
                                                          1993     1992      1991
                                                       -------    -----     ------
Average sales price per bbl of oil (1):
<S>                                                    <C>        <C>       <C>
     United States . . . . . . . . . . . .              $16.05    $18.97    $20.82
     Canada. . . . . . . . . . . . . . . .              $15.13    $17.19    $19.13
     Other international . . . . . . . . .              $15.32    $17.87    $16.58

          Combined . . . . . . . . . . . .              $15.91(2) $18.68(2) $20.39(2)

Average sales price per Mcf of natural gas (1):

     United States . . . . . . . . . . . .               $2.15    $1.86    $1.77
     Canada. . . . . . . . . . . . . . . .               $1.22    $1.02    $1.18

          Combined . . . . . . . . . . . .               $2.10(3) $1.81(3) $1.74(3)

Average production (lifting) cost per unit of oil and
     natural gas production, excluding depreciation
     (per bbl)(4):

     United States . . . . . . . . . . . .               $4.26    $4.79   $5.37
     Canada. . . . . . . . . . . . . . . .               $6.33    $5.16   $4.64
     Other international . . . . . . . . .               $6.40    $7.24   $9.11

          Combined . . . . . . . . . . . .               $4.45    $5.02   $5.48
- --------------------------------------------------
<FN>
  (1)     Net production amounts used in this calculation include royalties.

  (2)     Includes per barrel $.02 in 1993, $.33 in 1992 and $1.17 in 1991, from
          hedging.

  (3)     Reflects a reduction per Mcf of $.048 in 1993 and $.045 in 1992, and
          includes $.01 per Mcf in 1991, from hedging.

  (4)     Gas production is converted to oil barrel equivalents based on the
          average sales prices per barrel of oil and per Mcf of gas.  Net
          production amounts used in the calculation of average sales prices for
          purposes of computing the conversion ratio excludes royalties.
          Conversion ratios for 1993, 1992 and 1991 are set forth below:
</TABLE>



<TABLE>
<CAPTION>


                            United States           Canada
                            -------------         -----------
               <S>          <C>                   <C>
               1993           7.46 to 1           12.45 to 1
               1992          10.19 to 1           16.85 to 1
               1991          11.71 to 1           17.85 to 1
</TABLE>



                                       -8-





<PAGE>

     The number of productive oil and gas wells in which Samedan had interests
and the developed acreage held as of December 31, 1993, were as follows:


<TABLE>
<CAPTION>

                                       PRODUCTIVE WELLS(1)(2)                       DEVELOPED ACREAGE(3)(4)
                       ----------------------------------------------------     -------------------------------
                                OIL                            GAS
                       ----------------------      ------------------------
LOCATION                GROSS            NET           GROSS           NET       GROSS ACRES           NET ACRES
- --------               -------       --------      -----------    ---------      -----------          ----------
<S>                    <C>           <C>           <C>            <C>            <C>                  <C>
United States
  (onshore)            4,020.0          867.6        1,267.0          675.1        657,496             384,783
Canada                   162.5           18.3           62.5           16.1        133,874              41,876
United States
  (offshore)             223.5           92.9          360.5          138.7        739,939             273,011
Other International       11.0            3.2            2.0             .6      1,316,837             287,777
                       -------       --------      -----------    ---------      -----------          ----------

Total                  4,417.0          982.0        1,692.0          830.5      2,848,146             987,447
                       -------       --------      -----------    ---------      -----------          ----------
                       -------       --------      -----------    ---------      -----------          ----------
<FN>
- -------------------------------------------------

  (1)   Productive wells are producing wells and wells capable of production.  A
        gross well is a well in which a working interest is owned.  The number
        of gross wells is the total number of wells in which a working interest
        is owned.  A net well is deemed to exist when the sum of fractional
        ownership working interests in gross wells equals one.  The number of
        net wells is the sum of the fractional working interests owned in gross
        wells expressed as whole numbers and fractions thereof.

  (2)   One or more completions in the same bore hole is counted as one well.
        Included in the table and counted as one gross well each are 22.0 oil
        wells (14.1 net) and 31.0 gas wells (14.9 net) that are multiple
        completions.  Also included in the table are 736.5 gross oil wells
        (186.7 net) and 58.5 gross gas wells (25.7 net) that were not producing
        at December 31, 1993 because such wells were awaiting additional action
        or pipeline connections.

  (3)   Developed acreage is acreage spaced or assignable to productive wells.

  (4)   A gross acre is an acre in which a working interest is owned.  A net
        acre is deemed to exist when the sum of fractional ownership working
        interests in gross acres equals one.  The number of net acres is the sum
        of the fractional working interests owned in gross acres expressed as
        whole numbers and fractions thereof.
</TABLE>



                                       -9-

<PAGE>
        The undeveloped acreage (including both leases and concessions) that
Samedan held as of December 31, 1993, is as follows:

<TABLE>
<CAPTION>

                                                   UNDEVELOPED ACREAGE (1)(2)
                                                   --------------------------
LOCATION                                            GROSS ACRES  NET ACRES
- --------                                           ------------  ---------
<S>                                                <C>           <C>
United States Onshore
             California. . . . . . . . . . . . . .      53,300     25,683
             Colorado. . . . . . . . . . . . . . .      24,348     17,398
             Mississippi . . . . . . . . . . . . .       7,680      5,224
             Montana . . . . . . . . . . . . . . .      14,894      5,321
             New Mexico. . . . . . . . . . . . . .       9,963      6,495
             North Dakota. . . . . . . . . . . . .      15,837      6,124
             Oklahoma. . . . . . . . . . . . . . .      23,325     10,561
             Texas . . . . . . . . . . . . . . . .      65,091     27,470
             Utah. . . . . . . . . . . . . . . . .       9,210      4,817
             Wyoming . . . . . . . . . . . . . . .      84,138     26,742
             Others. . . . . . . . . . . . . . . .       9,733      4,275
                                                      ---------  ---------
                 Total United States Onshore . . .     317,519    140,110
                                                      ---------  ---------

United States Offshore
             California. . . . . . . . . . . . . .      73,984      8,366
             Louisiana . . . . . . . . . . . . . .     128,573     71,076
             Texas . . . . . . . . . . . . . . . .     151,904    115,575
             Mississippi . . . . . . . . . . . . .      28,800     24,960
                                                     ---------  ---------
                 Total United States Offshore. . .     383,261    219,977
                                                     ---------  ---------

International
             Canada. . . . . . . . . . . . . . . .     218,498    110,520
             Papua New Guinea. . . . . . . . . . .     555,520    109,854
             Tunisia . . . . . . . . . . . . . . .   1,769,977    802,885
                                                     ---------  ---------
                 Total International . . . . . . .   2,543,995  1,023,259
                                                     ---------  ---------

                 Total . . . . . . . . . . . . . .   3,244,775  1,383,346
                                                     ---------  ---------
                                                     ---------  ---------
<FN>
- --------------------

  (1) Undeveloped acreage is considered to be those lease acres on which wells
      have not been drilled or completed to a point that would permit the
      production of commercial quantities of oil and gas regardless of whether
      or not such acreage contains proved reserves. Included within undeveloped
      acreage are those lease acres (held by production under the terms of a
      lease) that are not within the spacing unit containing, or acreage
      assigned to, the productive well so holding such lease.

  (2) A gross acre is an acre in which a working interest is owned.  A net acre
      is deemed to exist when the sum of fractional ownership working interests
      in gross acres equals one.  The number of net acres is the sum of the
      fractional working interests owned in gross acres expressed as whole
      numbers and fractions thereof.
</TABLE>



                                      -10-

<PAGE>


   The following table sets forth for each of the last three years the number
of net exploratory and development wells drilled by or on behalf of Samedan.  An
exploratory well is a well drilled to find and produce oil or gas in an unproved
area, to find a new reservoir in a field previously found to be productive of
oil or gas in another reservoir, or to extend a known reservoir.  A development
well, for purposes of the following table and as defined in the rules and
regulations of the Securities and Exchange Commission, is a well drilled within
the proved area of an oil or gas reservoir to the depth of a stratigraphic
horizon known to be productive.  The number of wells drilled refers to the
number of wells completed at any time during the respective year, regardless of
when drilling was initiated; and "completion" refers to the installation of
permanent equipment for the production of oil or gas, or, in the case of a dry
hole, to the reporting of abandonment to the appropriate agency.

<TABLE>
<CAPTION>

                                 NET EXPLORATORY WELLS
                ----------------------------------------------------------------
                       PRODUCTIVE (1)                       DRY (2)
                ------------------------------    ------------------------------
YEAR ENDED                           OTHER                              OTHER
DECEMBER 31,    U.S.     CANADA  INTERNATIONAL     U.S.     CANADA INTERNATIONAL
- ------------    ----     ------  -------------    -----     ------ -------------
<S>             <C>      <C>     <C>              <C>       <C>    <C>
1991 . . . .    8.51       .38       .15          17.18      2.22       .25

1992 . . . .    6.73      1.33        --          10.51      7.67       .87

1993 . . . .    5.58      1.10        --          10.67      5.29      1.30
</TABLE>



<TABLE>
<CAPTION>

                                 NET DEVELOPMENT WELLS
                ----------------------------------------------------------------
                       PRODUCTIVE (1)                       DRY (2)
                ------------------------------    ------------------------------
YEAR ENDED                           OTHER                              OTHER
DECEMBER 31,    U.S.     CANADA  INTERNATIONAL     U.S.     CANADA INTERNATIONAL
- ------------    ----     ------  -------------    -----     ------ -------------
<S>            <C>       <C>     <C>              <C>       <C>    <C>


1991 . . . .   24.10      2.75       .53           2.92       .50        --

1992 . . . .   24.85       .98       .30           2.56       .24        --

1993 . . . .   33.07      2.62        --           3.06      1.37        --
<FN>
- -----------------------------

  (1)   A productive well is an exploratory or a development well that is not a
        dry hole.

  (2)   A dry hole is an exploratory or development well found to be incapable
        of producing either oil or gas in sufficient quantities to justify
        completion as an oil or gas well.
</TABLE>


        Samedan spent approximately $418.5 million in 1993 on the purchase of
producing oil and gas properties.  See Item 1.  "Business -- Oil and Gas --
Acquisitions" hereof for a discussion of significant acquisitions in 1993.
Approximately $6.2 million and $47.6 million, respectively, were spent on such
purchases in 1992 and 1991.

        At March 16, 1994, Samedan was drilling 9 gross (3.1 net) exploratory
wells, and 19 gross (8.1 net) development wells.  These wells are located
onshore in the United States in California, Colorado, Louisiana, New Mexico,
Oklahoma, Texas and Wyoming and Canada in Alberta Province, and offshore Gulf of
Mexico and California.  These wells have objectives ranging from approximately
2,800 to 15,200 feet.  The estimated drilling cost to Samedan of these wells is
approximately $11,800,000 if all are dry and approximately $24,600,000 if all
are completed as producing wells.


                                      -11-


<PAGE>


ITEM 3. LEGAL PROCEEDINGS.

        Samedan is an unsecured creditor of Columbia Gas Transmission
Corporation ("Columbia") which filed for protection from creditors under Chapter
11 of the Federal Bankruptcy Code on July 31, 1991, in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").  IN RE
COLUMBIA GAS TRANSMISSION CORPORATION, Case No. 91-804 (Bankr. D. Del. 1991).
Samedan and Columbia are parties to a gas sales contract, which terminates in
1998, covering a property in the Gulf of Mexico.  Samedan's gas sales contract
was rejected by Columbia in its bankruptcy proceeding.  On March 16, 1992,
Samedan filed a proof of claim with the Bankruptcy Court in the amount of
approximately $117 million covering approximately $3.0 million for the contract
price on prepetition gas purchases, approximately $2.0 million for the contract
price due on prepetition take or pay obligations, and approximately $112 million
for damages arising from the rejection of Samedan's gas sales contract.  The
full amount of Samedan's claim is classified as an unsecured non-priority claim.
The Bankruptcy Court has established a claim procedure pursuant to which the
claim of Samedan, and other creditors with claims arising from rejected gas
sales contracts, shall be determined.  Pursuant to such claims procedure,
Charles P. Nomandin has been appointed as claims mediator in order to, among
other things, estimate the claims of producers with claims arising from gas
supply contracts.  Samedan is participating in this claims resolution procedure
and intends, if necessary, to advance and litigate the amount of its unsecured
claim.  A preliminary Plan of Reorganization for Columbia dated January 18, 1994
has been filed by Columbia, but the applicable schedules indicating the sums
which individual producer claimants, such as Samedan, would receive under such
Plan of Reorganization were not attached to that filing.  Columbia has
requested, and the Bankruptcy Court has agreed, that no action be taken by the
Bankruptcy Court on that filing while settlement discussions take place between
Columbia and the various creditor groups.  Samedan is participating in such
settlement discussions.  It is unknown whether resolution of Samedan's claim
will occur in 1994, or at what amount the claim may be ultimately resolved.

        There are no other material pending legal proceedings, other than
ordinary routine litigation incidental to the business of the Registrant and its
subsidiaries, to which the Registrant or any of its subsidiaries is a party or
of which any of their property is the subject.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        Not applicable.


                      EXECUTIVE OFFICERS OF THE REGISTRANT

        The following tabulation sets forth certain information, as of March 26,
1994, with respect to the executive officers of the Registrant.

<TABLE>
<CAPTION>


            Name                   Age                 Position
     ----------------              ----           -----------------
     <S>                           <C>            <C>

     Robert Kelley (1)              48            Chairman of the Board,
                                                   President, Chief Executive
                                                   Officer, Director

     William D. Dickson (2)         45            Vice President-Finance and
                                                   Treasurer of the Registrant
                                                   and Operating Committee
                                                   Member of Samedan

     Boyce Perry (3)               63             Vice President and Operating
                                                    Committee Member
                                                    of Samedan

     W. A. Poillion (4)            44             Vice President and Operating
                                                    Committee Member
                                                    of Samedan
</TABLE>



                                      -12-
 
<PAGE>

<TABLE>
<CAPTION>

            Name                    Age                Position
     ----------------              -----          -----------------
     <S>                           <C>            <C>

     Orville Walraven (5)          49             Corporate Secretary of the
                                                    Registrant and Vice
                                                    President and Operating
                                                    Committee Member of
                                                    Samedan

     James C. Woodson (6)          51             Vice President and Operating
                                                    Committee Member
                                                    of Samedan
<FN>
_____________________

(1)  Robert Kelley has served as President and Chief Executive Officer of the
     Registrant since August 1, 1986, and as Chairman of the Board since October
     27, 1992.  Prior to serving as President, he served as Executive Vice
     President of the Registrant from January 1986.  Mr.  Kelley became a
     director of the Registrant in July 1986.  He currently also serves as
     President and Chief Executive Officer of Samedan.  He became President of
     Samedan in 1984 after serving previously as Executive Vice President and
     Vice President-Finance.

(2)  William D. Dickson was elected Vice President-Finance and Treasurer of the
     Registrant in October 1985.  He has served as Vice President-Finance,
     Treasurer and Assistant Secretary of Samedan since 1984 and as a member of
     the Operating Committee of Samedan since February 9, 1994.

(3)  Boyce Perry has served as Vice President - Marketing of Samedan since April
     1, 1984.  Mr. Perry has been a member of the Operating Committee of Samedan
     since June 1, 1984.

(4)  W. A. Poillion has served as Vice President - Production and Drilling and a
     member of the Operating Committee of Samedan since November 1, 1990.  Prior
     thereto, he served as Manager of Offshore Production and Drilling for
     Samedan from March 1, 1985 to October 31, 1990.

(5)  Orville Walraven has served as Corporate Secretary of the Registrant since
     January 1, 1989.  He has also served as Vice President - Land of Samedan
     and as a member of the Operating Committee of Samedan since January 1,
     1989.

(6)  James C. Woodson has served as Vice President - Exploration of Samedan
     since September 1, 1983.  Mr. Woodson has been a member of the Operating
     Committee of Samedan since August 1, 1986.
</TABLE>


     The terms of office for the officers of the Registrant continue until their
successors are chosen and qualified.  No officer or executive officer of the
Registrant has an employment agreement with the Registrant or any of its
subsidiaries.  There are no family relationships between any of the Registrant's
officers.



                                     PART II


ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     The Registrant's common stock is listed and traded on the New York Stock
Exchange under the symbol "NBL".  The table captioned "Dividends and Stock
Prices by Quarters" appearing on the inside back cover of the Registrant's 1993
annual report to shareholders contains certain information with respect to sales
prices of the common stock and cash dividends declared by the Registrant on the
common stock, and such table is incorporated herein by reference.

     At December 31, 1993, there were 2,100 shareholders of record of the
Registrant.



ITEM 6.  SELECTED FINANCIAL DATA.

     Selected financial data of the Registrant is set forth on Page 21 of the
Registrant's 1993 annual report to shareholders and is incorporated herein by
reference.


                                      -13-

<PAGE>


ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS.

     Management's discussion and analysis of financial condition and results of
operations is set forth on pages 15 through 20 of the Registrant's 1993 annual
report to shareholders and is incorporated herein by reference.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The consolidated financial statements, appearing on pages 22 through 31,
together with the report thereon of Arthur Andersen & Co. dated January 24, 1994
appearing on page 25, and the unaudited information, appearing on pages 32
through 35, of the Registrant's 1993 annual report to shareholders are
incorporated herein by reference.  With the exception of the aforementioned
information and the information expressly incorporated into Items 2, 5, 6 and 7
hereof, the 1993 annual report to shareholders is not to be deemed to be filed
as part of this report.

     The consolidated balance sheet of Natural Gas Clearinghouse (a Colorado
partnership) and subsidiaries as of December 31, 1991, and the related
consolidated statements of income, partners' equity and cash flows for the year
then ended, appearing on pages F-2 through F-12 of the Registrant's Form 10-K
for the year ended December 31, 1991 (the "1991 Form 10-K") together with the
report thereon of Arthur Andersen & Co. dated February 21, 1992 appearing on
page F-1 of the 1991 Form 10-K, are incorporated herein by reference.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

     Not applicable.



                                    PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The section entitled "Election of Directors" appearing on pages 3 and 4
of the Registrant's proxy statement for the 1994 annual meeting of shareholders
sets forth certain information with respect to the directors of the Registrant
and is incorporated herein by reference.  Certain information with respect to
the executive officers of the Registrant is set forth under the caption
"Executive Officers of the Registrant" in Part I of this report.

     The section entitled "Certain Transactions" appearing on page 16 of the
Registrant's proxy statement for the 1994 annual meeting of shareholders sets
forth certain information with respect to compliance with Section 16(a) of the
Exchange Act and is incorporated herein by reference.


ITEM 11. EXECUTIVE COMPENSATION.

     The section entitled "Executive Compensation" appearing on pages 7 through
16 of the Registrant's proxy statement for the 1994 annual meeting of
shareholders sets forth certain information with respect to the compensation of
management of the Registrant, and, except for the report of the compensation and
benefits committee of the Board of Directors (pages 7 through 10) and the
information therein under "Performance Graph" (pages 15 and 16), is incorporated
herein by reference.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The sections entitled "Security Ownership of Certain Beneficial Owners" and
"Security Ownership of Directors and Executive Officers" appearing on pages 2
and 5 of the Registrant's proxy statement for the 1994 annual meeting of
shareholders set forth certain information with respect to the ownership of the
Registrant's common stock, and are incorporated herein by reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Not applicable.


                                      -14-

<PAGE>

                                     PART IV


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

<TABLE>
<CAPTION>

(a)The following documents are filed as a part of this report:                                      Page in 1993
                                                                                                   Annual Report
                                                                                                  To Shareholders
                                                                                                    (Incorporated
                                                                                                     By Reference)
                                                                                                  ----------------
                 (1)  Financial Statements:
                 <S>                                                                              <C>
                   Consolidated Balance Sheet at December 31, 1993 and 1992. . . . . . . . . . . . .    22
                   Consolidated Statement of Operations for the three years ended
                      December 31, 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
                   Consolidated Statement of Cash Flows for the three years ended
                      December 31, 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    24
                   Consolidated Statement of Shareholders' Equity for the three years ended
                      December 31, 1993. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    25
                   Report of Independent Public Accountants. . . . . . . . . . . . . . . . . . . . .    25
                   Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . .    26
                   Supplemental Oil and Gas Information (Unaudited) and Interim Financial
                    Information (Unaudited). . . . . . . . . . . . . . . . . . . . . . . . . . . . .    32

<CAPTION>

                 (2)  Financial Statement Schedules:                                                             Page
                                                                                                                 ----
                 <S>                                                                                             <C>
                   Report of Independent Public Accountants on Financial
                   Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .              R-1
                      V  - Property, Plant and Equipment for the three years ended
                           December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . .              V-1
                     VI  - Accumulated Depreciation, Depletion and Amortization of
                           Property, Plant and Equipment for the three years ended
                           December 31, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . .             VI-1
                      IX - Short-Term Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . .             IX-1
</TABLE>


     All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

     Financial statements of two 50 percent or less owned entities accounted for
by the equity method have been omitted because, in the aggregate, the
proportionate share of their profit before income taxes and total assets are
less than 20 percent of the respective consolidated amounts, and investments in
such entities are less than 20 percent of consolidated total assets, of the
Registrant.

                 (3)  Exhibits:

                 The exhibits required to be filed by this Item 14 are set forth
            in the Index to Exhibits accompanying this report.

     (b)  No report on Form 8-K was filed by the Registrant during the quarter
          ended December 31, 1993.


                                      -15-

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                        NOBLE AFFILIATES, INC.



Date:  March 29, 1994                   By: WILLIAM D. DICKSON
                                            ----------------------------------
                                            William D. Dickson,
                                            Vice President-Finance and Treasurer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                                 Capacity in which signed                  Date
- ---------                                 ------------------------                  ----
<S>                                       <C>                                   <C>
/s/ ROBERT KELLEY                         Chairman of the Board, President,     March 29, 1994
- -----------------------------------       Chief Executive Officer and
Robert Kelley                             Director (Principal Executive
                                          Officer)


/s/ WILLIAM D. DICKSON                    Vice President-Finance and            March 29, 1994
- -----------------------------------       Treasurer (Principal Financial
William D. Dickson                        and Accounting Officer)


/s/ ROY BUTLER                            Director                              March 29, 1994
- -----------------------------------
Roy Butler


                                          Director                              March   , 1994
- -----------------------------------
Edward F. Cox


                                          Director                              March   , 1994
- -----------------------------------
James C. Day


/s/ HAROLD F. KLEINMAN                    Director                              March 29, 1994
- -----------------------------------
Harold F. Kleinman


                                          Director                              March   , 1994
- -----------------------------------
George J. McLeod


/s/ GUY W. NICHOLS                        Director                              March 29, 1994
- -----------------------------------
Guy W. Nichols


/s/ JOHN F. SNODGRASS                     Director                              March 29, 1994
- -----------------------------------
John F. Snodgrass
</TABLE>



                                       S-1


<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES



To Noble Affiliates, Inc.:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Noble Affiliates, Inc.'s annual
report to shareholders incorporated by reference in this Form 10-K, and have
issued our report thereon dated January 24, 1994.  Our audit was made for the
purpose of forming an opinion on those statements taken as a whole.  The
schedules listed in the index above are the responsibility of the Company's
management and are presented for purposes of complying with the Securities and
Exchange Commission's rules and are not part of the basic consolidated financial
statements.  These schedules have been subjected to the auditing procedures
applied in the audit of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements
taken as a whole.


                                                           ARTHUR ANDERSEN & CO.
Oklahoma City, Oklahoma
January 24, 1994



                                       R-1


<PAGE>

                                                                      SCHEDULE V
                                                                      ----------

                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                          PROPERTY, PLANT AND EQUIPMENT

                            (In thousands of dollars)


<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31, 1993
                                             ----------------------------

                                              Balance at
                                              beginning      Additions     Retirements   Other changes    Balance at
Classification                                 of year        at cost        or sales     add (deduct)    end of year
- --------------                               -----------    ----------     -----------   -------------   ------------
<S>                                          <C>            <C>            <C>           <C>             <C>
Oil and gas mineral interests,
     equipment and facilities                $ 1,024,786    $  508,506     $ (71,527)     $    (828)     $ 1,460,937
Aircraft and other machinery and
     equipment                                     9,293           295          (146)                          9,442
Buildings, leasehold improvements and
     furniture and fixtures                       14,984         1,090          (179)                         15,895
Land                                                 572           222                                           794
                                             -----------    ----------     -----------   -------------   ------------
                                             $ 1,049,635    $  510,113     $ (71,852)     $    (828)     $ 1,487,068
                                             -----------    ----------     -----------   -------------   ------------
                                             -----------    ----------     -----------   -------------   ------------

<CAPTION>
                                             YEAR ENDED DECEMBER 31, 1992
                                             ----------------------------

                                              Balance at
                                              beginning      Additions     Retirements   Other changes    Balance at
Classification                                 of year        at cost        or sales     add (deduct)    end of year
- --------------                               -----------    ----------     -----------   -------------   ------------
<S>                                          <C>            <C>            <C>           <C>             <C>

Oil and gas mineral interests,
     equipment and facilities                $ 1,057,015    $   64,066     $ (95,465)     $    (830)     $ 1,024,786
Aircraft and other machinery and
     equipment                                     9,589           235           (79)          (452)           9,293
Buildings, leasehold improvements and
     furniture and fixtures                       13,644         1,442          (102)                         14,984
Land                                                 505            67                                           572
                                             -----------    ----------     -----------   -------------   ------------
                                             $ 1,080,753    $   65,810     $ (95,646)     $  (1,282)     $ 1,049,635
                                             -----------    ----------     -----------   -------------   ------------
                                             -----------    ----------     -----------   -------------   ------------

<CAPTION>
                                             YEAR ENDED DECEMBER 31, 1991
                                             ----------------------------

                                              Balance at
                                              beginning      Additions     Retirements   Other changes    Balance at
Classification                                 of year        at cost        or sales     add (deduct)    end of year
- --------------                               -----------    ----------     -----------   -------------   ------------
<S>                                          <C>            <C>            <C>           <C>             <C>

Oil and gas mineral interests,
     equipment and facilities                $   988,918    $  121,378     $ (50,730)     $  (2,551)     $ 1,057,015
Aircraft and other machinery and
     equipment                                     8,815           914          (140)                          9,589
Buildings, leasehold improvements and
     furniture and fixtures                       11,584         3,001          (941)                         13,644
Land                                                 692            55          (242)                            505
                                             -----------    ----------     -----------   -------------   ------------
                                             $ 1,010,009    $  125,348     $ (52,053)     $  (2,551)     $ 1,080,753
                                             -----------    ----------     -----------   -------------   ------------
                                             -----------    ----------     -----------   -------------   ------------
</TABLE>



                                       V-1


<PAGE>

                                                                     SCHEDULE VI
                                                                     -----------

                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                     ACCUMULATED DEPRECIATION, DEPLETION AND
                  AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT

                            (In thousands of dollars)

<TABLE>
<CAPTION>

                                                    YEAR ENDED DECEMBER 31, 1993
                                                    ----------------------------

                                                                    Additions
                                                            -------------------------

                                             Balance at     Charges to
                                             beginning        costs                       Retirements    Other changes   Balance at
Classification                                of year      and expenses        Other       or sales      add (deduct)   end of year
- --------------                               -----------    ----------     ----------     ---------      -----------    ----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
Oil and gas mineral interests,
     equipment and facilities                $   615,044    $  104,341 (A) $   12,063 (D) $ (54,746)     $              $  676,702
Aircraft and other machinery and
     equipment                                     3,723         1,332                            2                          5,057
Buildings, leasehold improvements
     and furniture and fixtures                    9,236         1,542                          (74)                        10,704
                                             -----------    ----------     ----------     ---------      -----------    ----------
                                             $   628,003    $  107,215     $   12,063     $ (54,818)     $              $  692,463
                                             -----------    ----------     ----------     ---------      -----------    ----------
                                             -----------    ----------     ----------     ---------      -----------    ----------

<CAPTION>

                                                    YEAR ENDED DECEMBER 31, 1992
                                                    ----------------------------

                                                                    Additions
                                                            -------------------------

                                             Balance at     Charges to
                                             beginning        costs                       Retirements    Other changes   Balance at
Classification                                of year      and expenses        Other       or sales      add (deduct)   end of year
- --------------                               -----------    ----------     ----------     ---------      -----------    ----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>
Oil and gas mineral interests,
     equipment and facilities                $   598,123    $   92,160 (B) $   10,352 (D) $ (84,426)     $   (1,164)    $  615,045
Aircraft and other machinery and
     equipment                                     3,001         1,236                         (515)                         3,722
Buildings, leasehold improvements
     and furniture and fixtures                    7,899         1,423                          (86)                         9,236
                                             -----------    ----------     ----------     ---------      -----------    ----------
                                             $   609,023    $   94,819     $   10,352     $ (85,027)     $   (1,164)    $  628,003
                                             -----------    ----------     ----------     ---------      -----------    ----------
                                             -----------    ----------     ----------     ---------      -----------    ----------

<CAPTION>

                                                    YEAR ENDED DECEMBER 31, 1991
                                                    -----------------------------

                                                                    Additions
                                                            -------------------------

                                             Balance at     Charges to
                                             beginning        costs                       Retirements    Other changes   Balance at
Classification                                of year      and expenses        Other       or sales      add (deduct)   end of year
- --------------                               -----------    ----------     ----------     ---------      -----------    ----------
<S>                                          <C>            <C>            <C>            <C>            <C>            <C>

Oil and gas mineral interests,
     equipment and facilities                $   551,555    $   77,921 (C) $    5,328 (D) $ (35,927)     $     (754)    $  598,123
Aircraft and other machinery and
     equipment                                     2,765           736                         (500)                         3,001
Buildings, leasehold improvements
     and furniture and fixtures                    7,685         1,091                         (877)                         7,899
                                             -----------    ----------     ----------     ---------      -----------    ----------
                                             $   562,005    $   79,748     $    5,328     $ (37,304)     $     (754)    $  609,023
                                             -----------    ----------     ----------     ---------      -----------    ----------
                                             -----------    ----------     ----------     ---------      -----------    ----------
<FN>

 (A)  Includes a charge of $9.4 million for dismantlement and restoration on
      abandonment of producing properties.  At December 31, 1993, the
      accumulated reserve balance was $28.3 million.
 (B)  Includes a charge of $8.9 million for dismantlement and restoration on
      abandonment of producing properties.  At December 31, 1992, the
      accumulated reserve balance was $19.2 million.
 (C)  Includes a charge of $5.8 million for dismantlement and restoration on
      abandonment of producing properties.  At December 31, 1991, the
      accumulated reserve balance was $11.5 million.
 (D)  Includes amortization of undeveloped leasehold costs charged to oil and
      gas exploration expense.
</TABLE>




                                      VI-1
 
<PAGE>

                                                                     SCHEDULE IX
                                                                     -----------


                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                              SHORT-TERM BORROWINGS


<TABLE>
<CAPTION>

                                                       Weighted average       Maximum            Average                  Weighted
                                      Balance at       interest rate at        Amount            Amount                   average
      Category of Short-             December 31,        December 31,       Outstanding       Outstanding             interest rate
       Term Borrowings                  1993                1993            during 1993       during 1993(1)         during 1993 (2)
- -------------------------------   -----------------   -----------------    ----------------   --------------         ---------------
<S>                               <C>                 <C>                  <C>                <C>                    <C>

Line of Credit with a bank
at Libor plus 1/2% borrowed
on October 1, 1993 repaid
October 21, 1993                         -0-                 -0-           $   175,000,000     $     9,589,041                4.4%

Installment purchase note on
the acquisition of the Belridge
Field from Freeport-McMoRan
borrowed on October 1, 1993,
due January 4, 1994                $    95,600,000             3.1%        $    95,600,000     $    24,096,438                3.1%



<FN>

(1)  Calculated as the sum of the number of days outstanding times the amount
     outstanding divided by 365.
(2)  Calculated as the weighted average interest rate on the daily balance
     outstanding.
</TABLE>



                                      IX-1

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549


                                   EXHIBITS TO

                                    FORM 10-K


                ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934



             For the fiscal year ended             Commission file number:
                 December 31, 1993                         0-7062



                             NOBLE AFFILIATES, INC.
             (Exact name of registrant as specified in its charter)



                     Delaware                            73-0785597
             (State of incorporation)                 (I.R.S. employer
                                                   identification number)


                 110 West Broadway
                 Ardmore, Oklahoma                          73401
               (Address of principal                     (Zip Code)
                executive offices)



                                       F-1

<PAGE>


                                INDEX TO EXHIBITS
                                -----------------


<TABLE>
<CAPTION>

                                                                                                                   Sequentially
Exhibit                                                                                                              Numbered
Number                                   Exhibit                                                                       Page
- -------                                  -------                                                                   ------------

<C>       <S>                                                                                                      <C>
3.1       Certificate of Incorporation, as amended, of the Registrant as currently in effect (filed as Exhibit
          3.2 to the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1987 and
          incorporated herein by reference).

3.2       Composite copy of Bylaws as currently in effect (filed as Exhibit 3.2 to the Registrant's annual
          report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference).

4.1       Indenture dated as of June 6, 1989, between the Registrant and First RepublicBank Dallas, National
          Association, Trustee, including form of the Registrant's 10 1/8% Notes Due June 1, 1997 (filed as
          Exhibit 4.1 to the Registrant's Registration Statement on Form S-3 (Registration No. 33-14111) and
          incorporated herein by reference).

4.2       Indenture dated as of October 14, 1993 between the Registrant and U.S. Trust Company of Texas, N.A.,
          as Trustee, relating to the Registrant's 7 1/4% Notes Due 2023, including form of the Registrant's
          7 1/4% Note Due 2023 (filed as Exhibit 4.1 to the Registrant's quarterly report on Form 10-Q for the
          quarter ended September 30, 1993 and incorporated herein by reference).

4.3       Indenture dated as of October 14, 1993 entered into between the Registrant and United States Trust
          Company of New York, as Trustee, relating to the Registrant's 4 1/4% Convertible Subordinated Notes
          Due 2003, including form of the Registrant's 4 1/4% Convertible Subordinated Note Due 2003 (filed as
          Exhibit 4.2 to the Registrant's quarterly report on Form 10-Q for the quarter ended September 30,
          1993 and incorporated herein by reference).

10.1*     Samedan Oil Corporation Bonus Plan revised January 1, 1992 (filed as Exhibit 10.1 to the
          Registrant's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein
          by reference).

10.2*     Noble Affiliates Thrift and Profit Sharing Plan, amended and restated effective as of January 1,
          1988 (filed as Exhibit 10.2 to the Registrant's annual report and Form 10-K for the fiscal year
          ended December 31, 1987 and incorporated herein by reference).

10.3*     Noble Affiliates Thrift and Profit Sharing Trust, amended and restated effective as of January 1,
          1988 (filed as Exhibit 10.3 to the Registrant's annual report on Form 10-K for the fiscal year ended
          December 31, 1987 and incorporated herein by reference).

10.4*     Amendment No. 1 to the Noble Affiliates Thrift and Profit Sharing Plan, dated September 5, 1989,
          effective as of September 1, 1989 (filed as Exhibit 10.4 to the Registrant's annual report on Form
          10-K for the fiscal year ended December 31, 1989 and incorporated herein by reference).

10.5*     Amendment No. 2 to the Noble Affiliates Thrift and Profit Sharing Plan, partially effective as of
          October 18, 1989, and fully effective as of January 1, 1990 (filed as Exhibit 10.5 to the
          Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1989 and incorporated
          herein by reference).
</TABLE>



                                                           E-1


<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Sequentially
Exhibit                                                                                                         Numbered
Number                                   Exhibit                                                                  Page
- -------                                  -------                                                             -----------
<C>       <S>                                                                                                <C>

10.6*     Amendment No. 3 to the Noble Affiliates Thrift and Profit Sharing Plan, partially effective as of
          January 1, 1988, and fully effective as of January 1, 1989 (filed as Exhibit 10.6 to the
          Registrant's annual report on Form 10-K for the year ended December 31, 1992 and incorporated herein
          by reference).

10.7*     Amendment No. 4 to the Noble Affiliates Thrift and Profit Sharing Plan, effective as of May 1, 1991
          (filed as Exhibit 10.7 to the Registrant's annual report on Form 10-K for the year ended December
          31, 1992 and incorporated herein by reference).

10.8*     Amendment No. 5 to the Noble Affiliates Thrift and Profit Sharing Plan, effective as of May 1, 1992
          (filed as Exhibit 10.8 to the Registrant's annual report on Form 10-K for the year ended December
          31, 1992 and incorporated herein by reference).

10.9*     Amendment No. 6 to the Noble Affiliates Thrift and Profit Sharing Plan, effective as of July 1, 1992
          (filed as Exhibit 10.9 to the Registrant's annual report on Form 10-K for the year ended December
          31, 1992 and incorporated herein by reference).

10.10*    Amendment No. 7 to the Noble Affiliates Thrift and Profit Sharing Plan, effective as of November 1,
          1992 (filed as Exhibit 10.10 to the Registrant's annual report on Form 10-K for the year ended
          December 31, 1992 and incorporated herein by reference).

10.11*    Amendment No. 8 to the Noble Affiliates Thrift and Profit Sharing Plan, partially effective as of
          January 1, 1993, and fully effective as of September 1, 1993.

10.12     Guaranty of the Registrant dated October 28, 1982, guaranteeing certain obligations of Samedan.

10.13     1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant (filed as Exhibit
          10.3 to the Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1988 and
          incorporated herein by reference).

10.14     Amendment No. 1 to 1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant
          dated as of July 28, 1992 (filed as Exhibit 10.13 to the Registrant's annual report on Form 10-K for
          the year ended December 31, 1992 and incorporated herein by reference).

10.15*    1982 Stock Option Plan of the Registrant (filed as Exhibit 4.1 to registration statement on Form S-8
          (Registration No. 2-81590) and incorporated herein by reference).

10.16*    Amendment No. 1 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 4.2 to
          registration statement on Form S-8 (Registration No. 2-81590) and incorporated herein by reference).

10.17*    Amendment No. 2 to the 1982 Stock Option Plan of the Registrant (filed as Exhibit 10.8 to the
          Registrant's annual report on Form 10-K for the fiscal year ended December 31, 1985 and incorporated
          herein by reference).

10.18*    1978 Non-Qualified Stock Option Plan of the Registrant (filed as Exhibit 1.1 to registration
          statement on Form S-8 (Registration No. 2-64600) and incorporated herein by reference).
</TABLE>


                                                           E-2


<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Sequentially
Exhibit                                                                                                         Numbered
Number                                   Exhibit                                                                  Page
- -------                                  -------                                                             -----------
<C>       <S>                                                                                                <C>

10.19*    1978 Non-Qualified Stock Option Plan of the Registrant, as amended July 27, 1978 (filed as Exhibit
          1.2 to registration statement on Form S-8 (Registration No. 2-64600) and incorporated herein by
          reference).

10.20*    Amendment No. 2 to 1978 Non-Qualified Stock Option Plan of the Registrant.

10.21*    Amendment No. 3 to 1978 Non-Qualified Stock Option Plan of the Registrant (filed as Exhibit 10.12 to
          the Registrant's annual report on Form 10-K for the year ended December 31, 1985 and incorporated
          herein by reference).

10.22     Credit Agreement dated as of March 2, 1988, among the Registrant, Bankers Trust Registrant, as
          Agent, and the banking institutions listed in Annex I thereto (filed as Exhibit 10.25 to the
          Registrant's annual report on Form 10-K for the year ended December 31, 1987 and incorporated herein
          by reference).

10.23     First Amendment to Credit Agreement dated as of December 22, 1989, among the Registrant, Bankers
          Trust Company, as Agent, and the banking institutions party to the Credit Agreement (filed as
          Exhibit 10.16 to the Registrant's annual report on Form 10-K for the year ended December 31, 1991
          and incorporated herein by reference).

10.24     Second Amendment to Credit Agreement dated as of October 31, 1991, among the Registrant, Bankers
          Trust Company, as Agent, and the banking institutions party to the Credit Agreement (filed as
          Exhibit 10.17 to the Registrant's annual report on Form 10-K for the year ended December 31, 1991
          and incorporated herein by reference).

10.25     Third Amendment to Credit Agreement, among the Registrant, Bankers Trust Company, as Agent, and the
          banking institutions party to the Credit Agreement dated as of October 30, 1992 (filed as Exhibit
          10.24 to the Registrant's annual report on Form 10-K for the year ended December 31, 1992 and
          incorporated herein by reference).

10.26     Fourth Amendment to Credit Agreement dated as of September 30, 1993 among the Registrant, Bankers
          Trust Company, as Agent, and the financial institutions listed on the signature pages thereto (filed
          as Exhibit 2.6 to the Registrant's Registration Statement on Form S-3 (No. 33-69248) and
          incorporated herein by reference).

10.27     Agreement dated March 31, 1989, by and between Apache Corporation and the Registrant (filed as
          Exhibit 2(a) to the Registrant's current report on Form 8-K (Date of Report:  May 16, 1989) and
          incorporated herein by reference).

10.28     Consent regarding agreement dated April 30, 1989, by and between Apache Corporation and the
          Registrant (filed as Exhibit 2(b) to the Registrant's current report on Form 8-K (Date of Report:
          May 16, 1989) and incorporated herein by reference).

10.29*    Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated, dated
          November 2, 1992 (filed as Exhibit 4.1 to registration statement on Form S-8 (Registration
          No. 33-54084) and incorporated herein by reference).
</TABLE>



                                                           E-3

<PAGE>

<TABLE>
<CAPTION>

                                                                                                            Sequentially
Exhibit                                                                                                         Numbered
Number                                   Exhibit                                                                  Page
- -------                                  -------                                                             -----------
<C>       <S>                                                                                                <C>

10.30     Purchase and Sale Agreement dated as of June 24, 1993 by and between Freeport-McMoRan Oil & Gas
          Company Division of Freeport-McMoRan Inc., individually and as Managing General Partner of FM
          Properties Operating Co., and Samedan Oil Corporation (filed as Exhibit 2 to the Registrant's
          Current Report on Form 8-K dated July 29, 1993 and incorporated herein by reference).

10.31     Purchase and Sale Agreement dated as of September 16, 1993 by and between FM Properties Operating
          Co. and Samedan Oil Corporation (filed as Exhibit 2.2 to the Registrant's Registration Statement on
          Form S-3 (No. 33-69248) and incorporated herein by reference).

10.32     Purchase and Sale Agreement (Installment Sale) dated as of September 16, 1993 by and between FM
          Properties Operating Co. and Samedan Oil Corporation (filed as Exhibit 2.3 to the Registrant's
          Registration Statement on Form S-3 (No. 33-69248) and incorporated herein by reference).


10.33     Promissory Note dated October 1, 1993 of Samedan Oil Corporation in the principal amount of $95.6
          million payable to FM Properties Operating Co. in connection with the agreement filed as Exhibit
          10.32 hereto (filed as Exhibit 2.4 to the Registrant's quarterly report on Form 10-Q for the quarter
          ended September 30, 1993 and incorporated herein by reference).

10.34     Letter agreement dated September 16, 1993 between FM Properties Operating Co. and Samedan Oil
          Corporation relating to the agreements filed as Exhibits 10.31 and 10.32 hereto (filed as Exhibit
          2.5 to the Registrant's Registration Statement on Form S-3 (No. 33-69248) and incorporated herein by
          reference).

13        The following information appearing on the following pages of the Registrant's 1993 annual report to
          Shareholders: (i) management's discussion and analysis of financial condition and results of
          operations, pages 15 through 20; (ii) selected financial data, page 21; (iii) the consolidated
          financial statements, together with the report thereon of Arthur Andersen & Co. dated January 24,
          1994, pages 22 through 31, and the unaudited information, pages 32 through 35; and (iv) the table
          captioned "Dividends and Stock Prices by Quarters," inside back cover.

21        Subsidiaries.

23        Consent of Arthur Andersen & Co.

99        Pages F-1 through F-12 of the Registrant's annual report on Form 10-K for the year ended December
          31, 1991, which pages are incorporated herein by reference to such Form 10-K.
<FN>
- ------------------------
*     Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto.
</TABLE>



                                       E-4









<PAGE>

                             AMENDMENT NO. 8 TO THE
                                NOBLE AFFILIATES
                       THRIFT PLAN AND PROFIT SHARING PLAN


     Pursuant to the provisions of Section 8.1 thereof, the Noble Affiliates

Thrift and Profit Sharing Plan, as amended and restated effective as of

January 1, 1988 (the "Plan"), is hereby amended in the following respects only:


     FIRST: Section 4.2 of the Plan is hereby  amended  by restatement in its

entirety to read as follows:


          Section 4.2 TRUST INVESTMENT OPTIONS.  For investment purposes the
     Trust shall be divided into separate and distinct Investment Funds A, B, M,
     N and I as follows:

               (a)   Investment Fund A shall be a common fund invested in United
          States government securities (meaning obligations which are either
          direct obligations of the United States of America or are fully
          guaranteed as to principal at maturity and interest by the United
          States of America and securities of agencies of the United States of
          America, including, without limitation, Federal Intermediate Credit
          Banks, Federal Home Loan Banks, Federal Land Banks and the Federal
          National Mortgage Association), corporate bonds at least 80% of which
          shall have a rating within the three highest ratings of at least two
          recognized securities ratings services, corporate preferred
 stocks
          having a rating within the four highest ratings of at least two
          recognized securities ratings services, commercial paper, certificates
          of deposit or savings accounts.  Interest received and gains realized
          on securities held in Investment Fund A shall be similarly invested in
          such securities.

               (b)  Investment Fund B shall be a common fund invested in readily
          marketable common stocks or other readily marketable securities
          including stocks, commercial paper, certificates of deposit or savings
          accounts.  Dividends received and gains realized on the securities
          held in Investment Fund B shall be similarly invested in said stocks
          or securities.

               (c)  Investment Fund M shall be a common fund invested in a
          broadly diversified portfolio of high-yielding securities, including
          common stocks, preferred stocks and bonds.  Dividends received and
          gains realized on the securities held in Investment Fund M shall be
          similarly invested in such securities.


<PAGE>

               (d)   Investment Fund N shall be a common fund invested in
          Company Stock.  Dividends and other amounts received with respect to
          Company Stock held in Investment Fund N shall be invested in Company
          Stock.

               (e)   Investment Fund I shall be a common fund invested in short-
          term United States securities, certificates of deposits or high-grade
          commercial paper, or funds investing solely in such items, selected by
          the Trustee or investment manager.  Interest received and gains
          realized on securities held in Investment Fund I shall be similarly
          invested in such securities.

     Upon becoming a Participant in the Plan each Participant shall direct, on a
     form prescribed by and filed with the Committee, that the contributions
     made to the Plan for or on behalf of such Participant shall be invested, in
     such multiples as the Committee shall prescribe, in one or more of the
     Investment Funds.  A Participant may change his or her investment direction
     with respect to either future contributions or Account balances at the end
     of any month, provided that (i) written notice of such change is delivered
     to the Committee within such reasonable period of time prior to the
     effective date thereof as the Committee may require, (ii) not more than six
     changes with respect to future contributions may be made by a Participant
     during any Plan Year; provided, however, that not more than four such
     changes may be made during the first six months of the Plan Year and not
     more than five such changes may be made during the first nine months of the
     Plan Year, and (iii) not more than six changes with respect to Account
     balances may be made by a Participant during any Plan Year; provided,
     however, that not more than four such changes may be made during the first
     six months of the Plan Year and not more than five such changes may be made
     during the first nine months of the Plan Year.

     SECOND: Article VI of the Plan is hereby amended by adding  the following

Section to the end thereof:

          Section 6.10 TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTION.  If a
     Participant is entitled to receive an eligible rollover distribution (as
     defined in Section 402(c) of the Internal Revenue Code and the regulations
     thereunder) from the Plan, such Participant may elect to have the Committee
     direct the Trustee to transfer the entire amount of such distribution
     directly to any of the following specified by such Participant: an
     individual retirement account described in Section 408(a) of the Internal
     Revenue Code, an individual retirement annuity described in Section 408(b)
     of the Internal Revenue Code (other than an endowment contract), a defined
     contribution plan qualified under Section 401(a) of the Internal Revenue
     Code the terms of

                                       -2-


<PAGE>

     which permit rollover contributions or an annuity plan described in Section
     403(a) of the Internal Revenue Code.  If the surviving spouse of a deceased
     Participant is entitled to receive an eligible rollover distribution from
     the Plan, such surviving spouse may elect to have the Committee direct the
     Trustee to transfer the entire amount of such distribution directly to
     either an individual retirement account described in Section 408(a) of the
     Internal Revenue Code or an individual retirement annuity described in
     Section 408(b) of the Internal Revenue Code (other than an endowment
     contract) specified by such surviving spouse.  If an alternate payee under
     a qualified domestic relations order (as defined in Section 414(p) of the
     Internal Revenue Code) is the spouse or former spouse of the Participant
     specified in the qualified domestic relations order, this Section shall
     apply to such alternate payee as if the alternate payee were a Participant.
     A distributee of an eligible rollover distribution of $500 or more who is
     entitled to make an election under this Section may specify that some
     portion less than the entire amount of such distribution be transferred in
     accordance with this Section, but only if the portion specified is $500
     or more.  This Section shall not apply to eligible rollover distributions
     to a distributes for a calendar year if ail such distributions from the
     Plan to such distributes within such calendar year are reasonably expected
     to total less than $200.

     IN WITNESS WHEREOF, this Amendment has been  executed  this 27 day of
July, 1993, the FIRST provision hereof to be effective as of September 1,
1993, and the SECOND provision hereof to be effective as of January 1, 1993.

                                        NOBLE AFFILIATES, INC.


                                        By   /s/
                                           -----------------------------------
                                             Title: Chairman, President, &
                                                    Chief Executive Officer


                                       -3-





<PAGE>

                                    GUARANTY


     FOR VALUABLE CONSIDERATION, and to induce First Interstate Bank of
California ("FICAL") to release from the lien of that certain Mortgage, Deed of
Trust, Assignment, Assignment of Production and Security Agreement ("Mortgage"),
dated April 22, 1982, by Ogle Petroleum Inc. ("OPI"), et al., to R. T. White, as
trustee, and FICAL, and to reconvey to OPI, certain fractional interests in
eleven (11) offshore California United States Outer Continental Shelf oil and
gas leases heretofore rendered by OPI subject to the Mortgage and more
particularly described in Exhibit A appended hereto, in order that the same may
be assigned by OPI to Samedan Oil Corporation ("Samedan"), a wholly owned
subsidiary of the undersigned, Noble Affiliates, Inc. ("Noble"), free and clear
of the lien of the Mortgage, Noble hereby agrees with FICAL as follows:

     1.   The term "Obligation" refers to Samedan's obligations to OPT under
that certain Agreement ("Agreement"), dated September 24, 1982, by and between
Samedan and OPI and to Samedan's obligations to FICAL under that certain
Declaration of Covenants, Conditions and Restrictions Affecting Real Property
and Mineral Interests Therein ("Declaration"), dated October 25, 1982, by and
between FICAL and Samedan and
 under that certain letter agreement ("Letter
Agreement"), dated October 25, 1982, by and among FICAL, Samedan and OPI (the
Agreement, the Declaration and the Letter Agreement are hereinafter collectively
referred to as "Documents") and is used throughout this Guaranty in its broadest
and most comprehensive sense and shall include, without limiting the generality
of the foregoing:

          (a)  performance and observance of each of the covenants, terms and
     conditions contained in the Documents and any modifications and amendments
     of the same on the part of Samedan to be performed or observed; and

          (b)  the payment of all monies to be paid to OPI or to FICAL for the
     account of OPI under the Documents or any modifications or amendments of
     the same.

Noble shall in no event, however, be required to pay to OPI or to FICAL for the
account of OPI hereunder more than the total sum of $40,000,000; and when such
sum has been paid by Noble, the Guaranty shall be deemed to have been fully
performed and of no further effect.  Noble's liability hereunder may under no
circumstances be affected or impaired by the existence, from time to time, of
Obligations owing by Samedan to OPI in excess of that limited amount herein
guaranteed.


<PAGE>

      2.  Noble hereby unconditionally guarantees and warrants to FICAL the full
and faithful performance by Samedan of each and every Obligation.

     3.   The obligations may be altered, compromised, accelerated, extended or
changed with respect to the time or manner for the performance thereof with or
without notice to Noble.  No exercise or non-exercise by FICAL of any rights
given to it hereby, no dealing by FICAL with OPI, Samedan or any guarantor of
an Obligation and no change, retirement or suspension of any right or remedy of
FICAL, shall in any way affect any obligation of Noble hereunder or give Noble
any recourse against FICAL.  Noble hereby waives the benefit of Section 2819 of
the California Civil Code and agrees to be bound by this Guaranty irrespective
of the occurrence of an event (other than complete performance of the
Obligations) which would exonerate, in whole or in part, Noble.

     4.   FICAL may waive any default or may fail to assert any rights
(including without limitation rights of offset), or grant any other indulgence
or concession with respect to all or any part of each Obligation, as FICAL may
see fit, and notwithstanding the foregoing, Noble shall remain bound by this
Guaranty.

     5.   With respect to those Obligations which are for the payment of money
this is a guaranty of payment and not of collection, and Noble waives any right
to require that any claim or demand be asserted, any remedy available to FICAL
be enforced, or any action be brought against Samedan or any other party or
require that resort be had to any security or property available to FICAL. In
order more fully to effectuate the intent and purpose of this Guaranty, Noble
hereby waives the benefit of Section 2845 of the California Civil Code and
relinquishes and surrenders the right to require FICAL to proceed against
Samedan or to pursue any other remedy in its power.

     6.   Until all Obligations have been fully paid and performed, Noble waives
any right of subrogation against Samedan.  Noble agrees that FICAL may in the
event of default herein or in any Obligation, proceed against Noble or Samedan
or both in such order as FICAL may deem appropriate and Noble hereby waives the
benefit of Sections 2849 and 2850 of the California Civil Code to require FICAL
to have recourse to any security held by or for the benefit of it.

     7.   Noble shall not be released from liability hereunder if recovery from
Samedan of an Obligation is or hereafter becomes barred by any Statute of
Limitations or if such liability is or becomes otherwise unenforceable.  To the
full extent permitted by law, Noble hereby waives, foregoes and agrees not to
take advantage of the defense of the Statute of Limitations in


                                       -2-


<PAGE>

any actions hereunder or in any action with respect to any Obligation.

     8.   Noble hereby waives: (a) notice of acceptance hereof and of the
incurring or contracting of any Obligation; (b) presentment and demand for
payment or performance of any Obligation; (c) protest and notice of the dishonor
or default to any party with respect to any Obligation;.(d) all other notices to
which Noble might otherwise be entitled; and (e) any demand for payment
hereunder.

     9.   All existing or future indebtedness of Samedan to Noble is hereby
subordinated to all of the Obligations.  Whenever and for so long as Samedan
shall be in default in the performance of an obligation, no payments with
respect to any such indebtedness shall be made by Samedan to Noble without the
prior written consent of FICAL. Any payment by Samedan to Noble in violation of
this provision shall be deemed to have been received by Noble as trustee for
FICAL and shall be paid by Noble to FICAL immediately on account of the
Obligations.

     10.  This Guaranty shall inure to the benefit of FICAL, its successors and
assigns and any transferee of any Obligation and shall be binding upon Noble,
its legal representatives, successors and assigns.

    11.   Noble agrees to pay FICAL without demand reasonable attorneys' fees
and all costs and other expenses (including without limitation such fees and
costs of litigation, including appeals) incurred by FICAL in collecting or
compromising any Obligation or enforcing  this Guaranty against Noble, or
attempting to do any or all of the foregoing.

     12.  Should any one or more of the provisions of this Guaranty be
determined to be illegal or unenforceable, all other provisions hereof shall be
given effect separately therefrom and shall not be affected by such
determination.

     13.  The rights of FICAL hereunder are cumulative and shall not be
exhausted by any one or more exercises of said rights against Noble or other
guarantors or by any number of successive actions until and unless all
Obligations have been fully paid or performed.

     14.  Noble agrees to execute, have acknowledged and delivered to FICAL such
other and further instruments as may be reasonably required by FICAL to
effectuate the intent and purpose hereof, including without limitation execution
and acknowledgement of additional guaranties of the Obligations on forms
supplied by FICAL and running in favor of any other entity to whom FICAL may
assign the Obligation.


                                       -3-


<PAGE>

      15. All words used herein in the singular shall be deemed to have been
used in the plural when the context or construction so requires.

     IN WITNESS WHEREOF, Noble has executed this Guaranty this 28th day of
October, 1982.


                              NOBLE AFFILIATES, INC.


                              By   /S/ ROY BUTLER
                                 -------------------------------------
                                 Roy Butler, President


                                       -4-


<PAGE>


<TABLE>
<CAPTION>

                                    EXHIBIT A

                                                              Interest Released
                                                  OPI         and Reconveyed
                                               Interest       from Mortgage
   Lease G Date         Lease Desc.            (Percent)      (Percent)
   ------------         -----------           -----------     -----------------
   <S>                  <C>                   <C>             <C>
   OCS-P 0320           Blk 54N-84W             11.1420            5.5710
   Sept. 1, 1979        Tr 48-010

   OCS-P 0322           Blk 53N-85W              9.6510            4.8255
   Sept. 1, 1979        Tr 48-014

   OCS-P 0347           Blk 5ON-62W             10.9670            5.4835
   Sept. 1, 1979        Tr 48-064

   OCS-P 0415           Blk 66                  26.0740           13.0370
   July 1, 1981         Tr 53-188

   ocs-P 0416           Blk 67.                 28.0000           14.0000
   July 1, 1981         Tr 53-189

   OCS-P 0421           Blk 110                 26.0740           13.0370
   July 1, 1981         Tr 53-195

   OCS-P 0422           Blk 111                 28.0000           14.0000
   July 1, 1981         Tr 53-196

   OCS-P 0427           Blk 156                 11.6110            5.8055
   July 1, 1981         Tr 53-203

   OCS-F 0429           Blk 197                 10.0000            5.0000
   July 1, 1981         Tr 53-206

   OCS-P 0432           Blks 200 & 201          11.8570            5.9285
   July 1, 1981         Tr 53-209

   OCS-P 0433           Blk 242                 26.8510           13.4255
   July 1, 1981         Tr 53-214

</TABLE>






<PAGE>

                                 AMENDMENT NO. 2

                                     TO THE

                      1978 NON-QUALIFIED STOCK OPTION PLAN

                                       OF

                             NOBLE AFFILIATES, INC.

     Pursuant to the provisions of Section 14 thereof, the 1978 Non-Qualified

Stock Option Plan of Noble Affiliates, Inc. (the "Plan") is hereby amended in

the following respects only:

     FIRST: Section 5 of the Plan is hereby amended by adding to the end thereof

two additional sentences to read as follows:

     "In no event, however, may the sum of the fair market value (determined as
     of the time an option is granted) of the Common Stock for which an Employee
     may be granted an option under the Plan and the fair market value (deter-
     mined as of the time such incentive stock options are granted) of the stock
     for which an Employee may be granted options qualifying as incentive
     stock options under Section 422A of the Internal Revenue Code under all
     other such plans of the Company or a Subsidiary exceed, in any calendar
     year, $100,000 plus any 'unused limit carryover' as provided in Section
     422A of the Internal Revenue Code.  Unless the Committee shall determine
     otherwise, the fair market value of the Common Stock on any particular day
     shall be the closing sales price on the date in question (or, if there was
     no reported sale on such date, on the last preceding
 day on which any
     reported sale occurred) of the Common Stock on the New York Stock Exchange.

     SECOND: The last sentence of the third paragraph of Section 6 of the Plan

is hereby amended by restatement in its entirety to read as follows:

     "Unless the Committee shall determine otherwise, the fair market value of
     the Common Stock on any particular day shall be the closing sales price on
     the date in question (or, if there was no reported sale on such date, on
     the last preceding day on which any reported sale occurred) of the Common
     Stock on the New York Stock Exchange."


<PAGE>

      THIRD: The second sentence of Section 7 of the Plan is hereby amended by

restatement in its entirety to read as follows:

     "Unless the Committee shall determine otherwise, the fair market value of
     the Common Stock on any particular day shall be the closing sales price on
     the date in question (or, if there was no reported sale on such date, on
     the last preceding day on which any reported sale occurred) of the Common
     Stock on the New York Stock Exchange."

     IN WITNESS WHEREOF, this Amendment has been executed at Ardmore, Oklahoma

to be effective on this ____ day of February, 1982.

                              NOBLE AFFILIATES, INC.



                              By /S/ ROY BUTLER
                                 -----------------------------------
                                   Roy Butler, President


                                       -2-





<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

SIGNIFICANT EVENTS IN 1993

- -    The Company spent $515 million in oil and gas acquisitions, exploration and
     development.
- -    The Company replaced production of its reserves on an equivalent barrel
     basis in 1993 by a factor of five.
- -    The cost of finding of all reserves added in 1993 was $5.14 per BOE.
- -    The Company restructured its long-term debt and reduced its average
     interest rate with the redemption in May 1993 of its 7 1/4% Convertible
     Debentures Due 2012  and the issuance of $330 million in new debt
     securities in October 1993 to finance a $305 million acquisition.
- -    The Company maintained sufficient cash balances to have available $100
     million for possible acquisitions of properties as it entered 1994.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATIONS
   Net cash provided by operating activities was $139.4 million for 1993, an 11
percent and 56 percent increase over the $125.1 million and $89.2 million in
1992 and 1991, respectively. Cash and short-term cash investments increased to
$176.4 million at December 31, 1993, from $118.7 million at year end 1992.
   The Company's current ratio (current assets divided by current liabilities)

was 1.75:1 at December 31, 1993, compared to 3.39:1 at December 31, 1992.
Included in short-term borrowing at December 31, 1993, was a note due to FM
Properties Operating Co. for $95.6 million. The Company paid the note on
January 4, 1994, from available cash and short-term cash investments. The
Company's current ratio at December 31, 1993, giving pro forma effect to such
note repayment, would have been 3.16:1.

RESERVES ADDED AND COST OF FINDING
   During 1993, the Company spent $515 million on acquisitions of oil and gas
properties and on oil and gas exploration and development. Approximately 82
percent of the expenditures was for acquisitions, $405 million of which was
expended on two purchases from Freeport-McMoRan. Total proved gas reserves
increased from 372.2 BCF at year end 1992 to 691.5 BCF  at year end 1993 and
total proved oil reserves increased from 47.4 million barrels at year end 1992
to 73 million barrels at year end 1993.
   One accepted method of calculating cost of finding is to divide the Company's
expenditures for oil and gas exploration, development and acquisitions by the
BOE's added during the year. Using this method, the Company's cost of finding
for 1993 was $5.14 per BOE. A three year schedule of cost of finding follows:



<TABLE>
<CAPTION>

                                                                                      THREE
(DOLLARS AND BOE'S STATED IN MILLIONS,                                                YEAR
EXCEPT FINDING COST)                                  1993     1992       1991        TOTAL
- ----------------------------------------------------------------------------------------------
<S>                                                 <C>      <C>        <C>         <C>
Oil reserves added..............................      33.3     10.8        8.9          53
Gas reserves added BOE (6:1)....................      66.9      8.4       18.7          94
                                                     -----    -----      -----       -----
Total reserves added BOE........................     100.2     19.2       27.6         147
                                                     -----    -----      -----       -----
                                                     -----    -----      -----       -----
Cost incurred in oil and gas acquisition,
     exploration and development activities.....    $  515   $   76     $  147      $  738
Average finding cost per BOE....................    $ 5.14   $ 3.96     $ 5.33      $ 5.02*

<FN>
*Three year average
</TABLE>



(This page contained two graphs in the margin: Gas Reserves Added For Three
Years and Oil Reserves Added For Three Years, See Appendix I)
                                                                         Page 15


<PAGE>

LONG-TERM FINANCING
   Total long-term debt at December 31, 1993 was $453,760,000 compared with
$224,793,000 at December 31, 1992. Ratio of long-term debt to book capital
(defined as the Company's long-term debt plus its equity) at December 31, 1993
was 52 percent compared with 42 percent at December 31, 1992. No current
installments are due on any of the debt.
   In May 1993, the Company redeemed its $100,000,000 of 7 1/4% Convertible
Debentures Due 2012. As a result of the call for redemption, owners of
$98,155,000 of the debentures elected to convert into a total of 5,001,373
shares of Company common stock.
   On October 21, 1993, the Company issued $230,000,000 of 4 1/4% Convertible
Subordinated Notes Due 2003 and $100,000,000 of 7 1/4% Notes Due 2023. The
Company's long-term debt also includes $125,000,000 of 10 1/8% Notes Due
June 1, 1997, which become redeemable at par on June 1, 1994.
   The Company may redeem or possibly refinance all or a portion of the 10 1/8%
Notes in 1994. The amount of any such redemption would be dependent upon the
amount of available cash on hand as the redemption date approaches. Such
available cash balances can be affected by numerous factors, the most
significant of which are: (1) prices received for the sale of oil and gas, (2)
changes in capital and exploratory expenditures during the year and (3)
acquisitions of producing oil and gas properties.

OTHER
   The Company follows an entitlements method of accounting for its gas
imbalances. The Company's estimated gas imbalance receivables were $12.9 million
and $17 million at December 31, 1993 and 1992, respectively, and estimated gas
imbalance liabilities were $7.6 million and $12.8 million at December 31, 1993
and 1992, respectively. These imbalances are valued at the amount which is
expected to be received or paid to settle the imbalances. The settlement of the
imbalances can occur either during, or at the end of the life of a well, on a
volume basis or by cash settlement. The Company does not expect that a
significant portion of the settlements will occur in any one year. Thus, the
Company believes the periodic settlement of gas imbalances will have little
impact on its liquidity.
   The Company has sold a number of nonstrategic onshore oil and gas properties
over the past two years, recognizing a $128,000 gain in 1993 and a $711,000 loss
in 1992. Total amounts of oil and gas reserves associated with these disposals
during the last two years were 870,000 BBLS of oil and 4.5 BCF of gas. The
Company believes the disposal of nonstrategic properties furthers the goal of
concentrating its efforts on the strategic properties.
   The Company has paid quarterly dividends of $.04 per share since August 21,
1989, and currently anticipates it will continue to pay quarterly dividends of
$.04 per share.
   During 1993, the Company adopted Statement of Financial Accounting Standards
(SFAS) No. 109, "Accounting for Income Taxes." The effect of adopting SFAS No.
109 was not material to the Company's financial position and results of
operations. For additional information on SFAS No. 109, see Note 4 to the
financial statements.
   Also during 1993, the Company adopted SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions." The effect of adopting SFAS
No. 106 was not material to the Company's financial position and results of
operations, but it resulted in recording a cumulative catch-up adjustment for
the accumulated postretirement

(This page contained two graphs in the margin: Three Years of Costs Incurred For
Acquisitions, Exploration and Development and Net Undeveloped Acres by
Geographic Regions, 360,000 Acres Year End 1993, See Appendix I)

                                                                         Page 16


<PAGE>

transition obligation of approximately $1,003,000 before tax and net 1993
postretirement benefit cost of approximately $173,000. For additional
information on SFAS No. 106, see Note 6 to the financial statements.
   The Company adopted SFAS No. 112, "Employers' Accounting for Postemployment
Benefits" in 1994. The estimated impact of SFAS No. 112 is not material to the
Company's consolidated financial position or results of operations.

RESULTS OF OPERATIONS

NET INCOME AND REVENUES
   Net income for 1993 was $12.6 million, or $.26 per share, down 69 percent
from 1992 net income of $41.2 million, or $.93 per share, and down 35 percent
from 1991 net income of $19.3 million, or $.44 per share. Revenues for 1993 were
$286.6 million, down 6 percent from 1992 and up 14 percent from 1991. Despite
higher production volumes for both oil and gas during 1993, net income decreased
from each of the prior two years. The increase in average gas price in 1993 was
more than offset by the decrease in average oil price. Revenues and net income
for 1993 are less than 1992 in part due to a pretax gain of $27.9 million on the
sale of the Company's investment in Natural Gas Clearinghouse and the receipt of
$7.5 million from a gas contract settlement.

NATURAL GAS INFORMATION
   Gas sales increased 19 percent in 1993 to $159.2 million from $134.2 million
in 1992 and 21 percent from $111.1 million in 1991. Average daily gas production
in 1993 increased 3 percent to 211.1 MMCF from 204.6 MMCF in 1992 and 15 percent
in 1992 from 178.4 MMCF in 1991. The acquisitions from Freeport-McMoRan
increased average daily production 98.4 MMCF for the fourth quarter of 1993.
Average daily production during 1993 ranged from a low of 175.2 MMCF in April to
a high of 282.1 MMCF in October.
   Average gas price in 1993 increased to $2.10 per MCF from $1.81 in 1992.  In
1993 the Company's average gas prices ranged from a low of $1.86 per MCF in June
to a high of $2.43 per MCF in December. The average gas price in 1993 reflected
$3.7 million of reduced value relating to hedging production at prices below the
ultimate spot price for gas. This lowered the average gas price received by
$.048 per MCF.
  A three-year summary of gas related information follows:


<TABLE>
<CAPTION>

                                                 1993      1992      1991
- --------------------------------------------------------------------------
<S>                                           <C>       <C>       <C>
Proved reserves at year end (MMCF) . . . .    691,530   372,223   396,610
Gas revenues (millions). . . . . . . . . .     $159.2    $134.2    $111.1
Average gas price per MCF* . . . . . . . .      $2.10     $1.81     $1.74
Average daily production (MMCF). . . . . .      211.1     204.6     178.4
Gas sales as a % of oil and gas sales. . .        59%       53%       50%

<FN>
*The above amount reflects a reduction of $.048 per MCF in 1993, a reduction of
$.045 per MCF in 1992 and income of $.01 per MCF in 1991 from hedging.
</TABLE>



CRUDE OIL INFORMATION
   Oil sales decreased 7 percent in 1993 to $111.3 million. Average daily
production increased to 19,496 barrels, up 9 percent from 17,826 barrels in
1992. The acquisitions from Freeport-McMoRan increased average daily production
4,639 barrels for the fourth quarter of 1993. Offsetting the benefit of the
production increase was a 15 percent decrease in average oil price. In 1992, oil
sales increased 10 percent over 1991 to $120.2 million. This increase was due to
a 19 percent

(This page contained two graphs in the margin: Net Income For Three Years and
Gas Revenues For Three Years, See Appendix I)

                                                                         Page 17


<PAGE>


increase in average daily production over the 15,001 barrels in 1991. Oil sales
in 1992 reflected an 8 percent decrease in average oil price per barrel from
$20.39 in 1991 to $18.68 in 1992.
   International sales accounted for 19 percent of 1993 total oil sales. During
1992 and 1991, international oil sales accounted for 23 percent and 13 percent
of total oil sales, respectively. Average daily oil production in barrels from
properties outside the United States was 3,465 in 1993 and 4,194 in 1992 and
2,097 in 1991.
   Although oil prices have decreased, the Company believes that oil prices
should improve moderately over time. When conditions warrant, price hedging may
be used to minimize the Company's exposure to price volatility. The Company's
average oil price in 1993 included approximately $100,000 of hedging income
which increased the average oil price for the year by $.02 per barrel.
   A three-year summary of oil related information follows:



<TABLE>
<CAPTION>

                                                        1993       1992       1991
- -----------------------------------------------------------------------------------------------
<S>                                                   <C>       <C>        <C>
Proved reserves at year end (thousands of barrels)
Working interest . . . . . . . . . . . . . . . .      70,245     45,400     42,090
Royalty interest (1) . . . . . . . . . . . . . .       2,710      1,980      1,790
                                                      ------    ------     ------
     Total . . . . . . . . . . . . . . . . . . .      72,955     47,380     43,880
                                                      ------    ------     ------
                                                      ------    ------     ------
Oil revenues (millions). . . . . . . . . . . . .      $111.3     $120.2     $109.2
Average oil price per barrel (2) . . . . . . . .      $15.91     $18.68     $20.39
Average daily production (barrels) . . . . . . .      19,496     17,826     15,001
Oil sales as a % of oil and gas sales. . . . . .         41%        47%        50%

<FN>

(1)  Includes royalty oil, condensate and gas reserves stated in BOE's.
(2)  Includes $.02 per barrel in 1993, $.33 per barrel in 1992 and
     $1.17 per barrel in 1991 from hedging income.

</TABLE>



COSTS AND EXPENSES
   In 1993 oil and gas exploration expense increased $7.5 million over 1992 to
$36.5 million. The increase resulted, in part, from a $2.3 million increase in
dry hole expense, a $1.7 million increase in undeveloped lease amortization and
a $4.2 million increase in abandoned assets of which $4 million related to costs
associated with the writedown of an offshore California property. In 1992 oil
and gas exploration expense decreased $5.2 million from 1991 to $29.0 million.
The decrease resulted, in part, from a $2.6 million decrease in dry hole expense
and an $8.9 million decrease in abandoned assets, which was partially offset by
a $5 million increase in undeveloped lease amortization.
   In 1993 oil and gas operations expense increased $6.7 million over 1992 to
$75.1 million. Approximately $3.6 million of the increase is attributable to
properties purchased during 1993. In 1992 oil and gas operations expense
increased $8.1 million over 1991 to $68.4 million. That increase was primarily a
result of incurring a full year of expenses on the Company's properties in
Equatorial Guinea and Indonesia compared to a partial year of operations on the
properties, which commenced production during 1991. Also, during the first nine
months of 1992 the Company owned an 80 percent interest in the Tazerka Field
offshore Tunisia compared to a 40 percent interest during 1991.
   In 1993 depreciation, depletion and amortization expense (DD&A) increased
$12.4 million over 1992 to $107.2 million. DD&A expense for 1992 increased $15.1
million over 1991 to $94.8 million. The higher DD&A expenses were primarily the
result of higher production rates. In 1993, DD&A associated with acquired
properties was $15.2 million, and $4.7 million was due to a reserve writedown on
the Camar property in Samedan Oil of Indonesia, Inc. In 1992 an additional $6.2
million of DD&A expense was incurred due to the writedown of reserves on the
Company's High Island A-480 block. The unit rate of DD&A expense per BOE,
converting gas to oil on a 6:1 basis, was $5.37 for 1993, $5.00 for 1992 and
$4.93 for 1991.

(This page contained two graphs in the margin: Oil Revenues For Three Years and
Average Production and Lifting Cost Per BOE, See Appendix I)

                                                                         Page 18


<PAGE>

   The Company provides for the cost of future liabilities related to
restoration and dismantlement costs for offshore facilities. This provision is
based on the Company's best estimate of such costs to be incurred in future
years based on information from the Company's engineers. These estimated costs
are provided through DD&A expense using a ratio of production divided by
reserves multiplied by the estimated costs to restore and dismantle. The Company
has provided $23.2 million for such future costs classified with accumulated
DD&A in the balance sheet. The total future restoration and abandonment costs of
$62.8 million are included in estimated future production and development costs
for purposes of estimating the future net revenues relating to the Company's
proved reserves. The Company is currently unaware of any site with potential
environmental liabilities requiring restoration or reclamation.
   In 1993, selling, general and administrative (SG&A) expense increased
$686,000 over 1992. During the year certain changes occurred which impacted SG&A
in various geographic locations. In an effort to best utilize personnel, the
Midland, Texas office was closed and employees were transferred primarily to
Houston, Texas and Denver, Colorado.

INTEREST EXPENSE
   Interest expense remained flat in 1993 even though the outstanding long-term
debt at December 31, 1993 increased $229 million to $453.8 million from $224.8
million at year end 1992. This was primarily the result of redeeming the 7 1/4%
Notes in May 1993, lower average interest rates experienced in the debt

securities issued and higher capitalized interest during the year.
   In 1993 capitalized interest increased $3.8 million over 1992. This increase
is primarily due to capitalizing $3.6 million of interest on East Cameron 320,
331 and 332 which were acquired during the year and are currently under
development. Interest capitalization will continue until these properties are
capable of production in late 1994.

FUTURE TRENDS

   Oil and gas production in the fourth quarter of 1993 was 22,689 BBLS and
271,564 MCF per day, which reflected production from certain oil and gas
properties acquired from Freeport-McMoRan on October 1, 1993, in addition to
production from the Company's other gas properties. The Company anticipates its
oil and gas production volumes will continue to increase in 1994 as a result of
the properties acquired from Freeport-McMoRan as well as planned development of
new oil and gas properties.
   The Company's capital budget in 1994 is $179 million. The budget includes no
provision for acquisitions, and as such, is primarily capital dollars budgeted
for successful drilling and development. The comparable expenditures in 1993
were $92 million. The Company plans to remain quite active in the Gulf of Mexico
where 76 percent of its capital budget is currently planned to be spent.
Principal properties in the Gulf of Mexico on which capital expenditures are
budgeted for 1994 include Vermilion Block 371, East Cameron Blocks 320, 331 and
332, High Island Block A-547 and Ship Shoal Block 315. Production from these
properties, as well as others currently under development, is expected to
commence at varying dates during 1994 or 1995.
   The Company intends to remain active in its onshore domestic operations with
drilling and development operations planned primarily in Oklahoma, Texas,
Colorado, California and Montana. Such onshore drilling and development amounts
budgeted for 1994 are $22 million compared to $23 million spent in 1993.
   The Company's onshore prospects combine higher risk exploratory drilling in
all areas with lower risk development drilling primarily in existing secondary
oil units and in the recently acquired Bowdoin Field and Niobrara gas area.

(This page contained two graphs in the margin: DD&A Expense Per BOE of
Production For Three Years and SG&A Expense Per BOE of Production For Three
Years, See Appendix I)

                                                                         Page 19


<PAGE>


   The Company's international budget is $13 million: $9 million for successful
exploration and development in Canada and $4 million for the drilling operations
in Tunisia. No other material capital expenditures are currently budgeted in
1994 for international drilling and development.
   While the Company added significantly to its oil and gas reserve base in 1993
primarily through acquisitions, it anticipates it can continue to add to its
reserve base with its 1994 capital budget along with its other exploratory
outlays. Such capital budget and exploration expenditures are planned to be
funded through internally generated cash flows.
   On January 13, 1994, the Company announced the formation of Noble Gas
Marketing, Inc., a subsidiary of Noble Affiliates, Inc. The purpose of Noble Gas
Marketing, Inc. is to seek out opportunities to enhance the value of the
Company's gas by marketing directly to end users.
   The marketing affiliate also plans to be actively involved in the purchase
and sale of gas from other producers. Such third party gas may be purchased from
non-operators who own working interests in the Company's wells, or from other
producers' properties in which the Company may not own an interest.
   Noble Gas Marketing, Inc. also expects to engage in the installation,
purchase and operation of gas gathering lines.
   FERC Order 636 has facilitated the transport of gas through interstate
pipelines and the direct sale of gas to end users. The marketing strategy of the
Company is to avail itself of the base load gas markets of large local gas
distribution companies as well as electrical utilities that use gas to fire
their power generators.
   Samedan Oil Corporation is an unsecured creditor of Columbia Gas Transmission
Corporation, which filed for protection from creditors under Chapter 11 of the
Federal Bankruptcy Code on July 31, 1991. Samedan and Columbia are parties to a
gas sales contract, covering a Gulf of Mexico property, which was rejected by
Columbia in its bankruptcy proceeding. On March 16, 1992, Samedan filed a proof
of claim with the bankruptcy court in the amount of approximately $117 million
covering approximately $3 million for the contract price on prepetition gas
purchases, approximately $2 million for the contract price due on prepetition
take or pay obligations and approximately $112 million for damages arising from
the rejection of Samedan's gas sales contract. The full amount of Samedan's
claim is classified as an unsecured claim.
   Except for the $3 million receivable recorded for prepetition gas purchased
by Columbia, the Company's financial statements do not reflect any other
receivables from Columbia relative to its claim.
   Although Columbia filed a preliminary plan of reorganization on January 18,
1994, it is unknown whether resolution of Samedan's claim will occur in 1994, or
at what amount the ultimate resolution of the claim may be settled.
   Management believes that the Company is well positioned with its balanced
reserves of oil and gas to take advantage of future price increases that may
occur. However, the uncertainty of oil and gas prices continues to affect the
domestic oil and gas industry. Due to the volatility of oil and gas prices, the
Company, from time to time, uses hedging and plans to do so in the future as a
means of controlling its exposure to price changes.
   Spot gas prices in early 1994 have increased over the prior year's prices
primarily as a result of harsher winter conditions in much of the United States,
while oil prices have sunk to a 7 1/2 year low as a result of worldwide
oversupply. The Company cannot predict the extent to which its revenues will be
affected by inflation, government regulation or changing prices.

(This page contained two graphs in the margin: Average Daily Gas Production
Fourth Quarter 1993 and Average Daily Oil Production Fourth Quarter 1993,
See Appendix I)

                                                                         Page 20


<PAGE>


<TABLE>

<CAPTION>

SELECTED FINANCIAL DATA                 NOBLE AFFILIATES, INC. AND SUBSIDIARIES


                                                                                        YEAR ENDED DECEMBER 31,
                                                             -----------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS AND RATIOS)                1993           1992          1991         1990         1989
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>           <C>          <C>          <C>
REVENUES AND INCOME
     Revenues...........................................      $ 286,583      $ 303,782     $ 250,417    $ 243,196    $ 211,607
     Net cash provided by operating activities..........        139,381        125,107        89,179      107,188       91,787
     Net income before accounting change................         12,625         41,240        19,308       28,554       22,553
     Net income.........................................         12,625         41,240        19,308       28,554       31,378
PER SHARE DATA
     Net income before accounting change................      $     .26      $     .93     $     .44    $     .65    $     .52
     Net income.........................................            .26            .93           .44          .65          .72
     Cash dividends.....................................            .16            .16           .16          .16          .14
     Year end stock prices .............................          26.50          17.63         13.63        14.13        16.75
     Average shares outstanding.........................         48,098         44,341        44,135       43,986       43,748
FINANCIAL POSITION
     Property, plant and equipment, net:
       Oil and gas mineral interests,
         equipment and facilities.......................      $ 784,235      $ 409,740     $ 458,892    $ 437,363    $ 428,504
     Total assets.......................................      1,067,996        625,621       589,642      588,071      544,190
     Long-term obligations:
       Long-term debt...................................        453,760        224,793       224,746      224,699      224,652
       Deferred income taxes............................         45,108         33,378        35,227       38,172       34,300
       Other............................................          7,158          7,010         8,488        9,985       11,229
     Shareholders' equity...............................        415,432        304,779       264,509      250,851      226,116
     Ratio of long-term debt to
       shareholders' equity.............................           1.09            .74           .85          .90          .99
CAPITAL EXPENDITURES
     Oil and gas mineral interests,
       equipment and facilities.........................      $ 508,506      $  64,066     $ 121,378    $  90,588    $  93,694
     Other..............................................          1,607          1,744         3,970        6,766        2,928
                                                              ---------      ---------     ---------    ---------    ---------
     Total capital expenditures.........................      $ 510,113      $  65,810     $ 125,348    $  97,354    $  96,622
                                                              ---------      ---------     ---------    ---------    ---------
                                                              ---------      ---------     ---------    ---------    ---------
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.



<TABLE>
<CAPTION>

OPERATING STATISTICS
                                                                         YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------------------------------------------
                                                1993              1992           1991       1990        1989
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>               <C>             <C>        <C>         <C>
GAS
Sales (in millions).....................    $  159.2          $  134.2        $ 111.1    $ 113.2     $ 112.9
Production (MMCF per day)...............       211.1             204.6          178.4      158.2       152.8
Average price (per MCF).................    $   2.10          $   1.81        $  1.74    $  2.00     $  2.07

OIL
Sales (in millions).....................    $  111.3          $  120.2        $ 109.2    $ 102.9     $  60.5
Production (BBLS per day)...............      19,496            17,826         15,001     12,856       9,779
Average price (per BBL).................    $  15.91          $  18.68        $ 20.39    $ 22.47     $ 17.59

Royalty sales (in millions).............    $    7.5          $    5.4        $   6.2    $   6.8     $   6.1



</TABLE>


                                                                         Page 21


<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED BALANCE SHEET                                               NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                                                                                    DECEMBER 31,
                                                                          ---------------------------------
(IN THOUSANDS OF DOLLARS)                                                 1993                      1992
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                        <C>
ASSETS
CURRENT ASSETS:
     Cash and short-term cash investments...................         $ 176,432                 $ 118,726
     Accounts receivable - trade............................            66,314                    61,869
     Materials and supplies inventories.....................             3,302                     3,616
     Other current assets...................................            10,516                     4,413
                                                                 -------------              ------------
         Total current assets...............................           256,564                   188,624
                                                                 -------------              ------------

PROPERTY, PLANT AND EQUIPMENT, AT COST:
     Oil and gas mineral interests, equipment and facilities
       (successful efforts method of accounting)............         1,460,937                 1,024,786
     Other..................................................            26,131                    24,849
                                                                 -------------              ------------
                                                                     1,487,068                 1,049,635
     Accumulated depreciation, depletion and amortization...          (692,463)                 (628,003)
                                                                 -------------              ------------
                                                                       794,605                   421,632
                                                                 -------------              ------------
OTHER ASSETS................................................            16,827                    15,365
                                                                 -------------              ------------
                                                                    $1,067,996                 $ 625,621
                                                                 -------------              ------------
                                                                 -------------              ------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
     Accounts payable - trade...............................         $  29,354                 $  29,548
     Other current liabilities..............................            19,241                    18,474
     Short-term borrowing...................................            95,600
     Income taxes:
       Current..............................................             2,343                     4,311
       Deferred.............................................                                       3,328
                                                                 -------------              ------------
         Total current liabilities..........................           146,538                    55,661
                                                                 -------------              ------------
DEFERRED INCOME TAXES.......................................            45,108                    33,378
                                                                 -------------              ------------
OTHER DEFERRED CREDITS AND NONCURRENT LIABILITIES...........             7,158                     7,010
                                                                 -------------              ------------
LONG-TERM DEBT..............................................           453,760                   224,793
                                                                 -------------              ------------
SHAREHOLDERS' EQUITY:
     Preferred stock - par value $1;
       4,000,000 shares authorized, none issued
     Common stock - par value $3.33 1/3;
       100,000,000 shares authorized;
       51,461,122 and 46,132,342 shares issued
       in 1993 and 1992, respectively.......................           171,535                   153,772
     Capital in excess of par value.........................           140,703                    52,672
     Retained earnings......................................           118,612                   113,753
                                                                 -------------              ------------
                                                                       430,850                   320,197
     Less common stock in treasury, at cost
       (1993 and 1992, 1,524,900 shares)....................           (15,418)                  (15,418)
                                                                 -------------              ------------
                                                                       415,432                   304,779
                                                                 -------------              ------------
                                                                    $1,067,996                 $ 625,621
                                                                 -------------              ------------
                                                                 -------------              ------------

</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                                                        Page 22



<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF OPERATIONS                      NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                                                                 YEAR ENDED DECEMBER 31,
                                                        ---------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                 1993               1992                1991
- -----------------------------------------------------------------------------------------------------------

<S>                                                 <C>                <C>                  <C>
REVENUES:
     Oil and gas sales and royalties...........     $ 278,004          $ 259,765            $ 226,453
     Other income..............................         8,579             44,017               23,964
                                                  -----------        -----------          -----------
                                                      286,583            303,782              250,417
                                                  -----------        -----------          -----------
COSTS AND EXPENSES:
     Oil and gas exploration...................        36,473             28,950               34,106
     Oil and gas operations....................        75,110             68,371               60,327
     Depreciation, depletion and amortization..       107,215             94,819               79,748
     Selling, general and administrative.......        31,784             31,098               28,571
     Interest..................................        20,402             20,482               20,960
     Interest capitalized......................        (5,060)            (1,260)              (1,895)
                                                  -----------        -----------          -----------
                                                      265,924            242,460              221,817
                                                  -----------        -----------          -----------
INCOME BEFORE TAXES............................        20,659             61,322               28,600
                                                  -----------        -----------          -----------
INCOME TAX PROVISIONS:
     Current...................................           558             18,816               15,134
     Deferred..................................         7,476              1,266               (5,842)
                                                  -----------        -----------          -----------
                                                        8,034             20,082                9,292
                                                  -----------        -----------          -----------
NET INCOME.....................................    $   12,625         $   41,240            $  19,308
                                                  -----------        -----------          -----------
                                                  -----------        -----------          -----------

NET INCOME PER SHARE...........................     $     .26          $     .93            $     .44
                                                  -----------        -----------          -----------
                                                  -----------        -----------          -----------

AVERAGE NUMBER SHARES OUTSTANDING..............        48,098             44,341               44,135
                                                  -----------        -----------          -----------
                                                  -----------        -----------          -----------

</TABLE>



SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                                                        Page 23


<PAGE>


<TABLE>
<CAPTION>



CONSOLIDATED STATEMENT OF CASH FLOWS                                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                                                                                     YEAR ENDED DECEMBER 31,
                                                                     ------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                                     1993             1992              1991
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>              <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 12,625         $ 41,240          $ 19,308
     Adjustments to reconcile net income to net cash
       provided by operating activities:
       Depreciation, depletion and amortization. . . . . . . . . . . . .   107,215           94,819            79,748
       Amortization of undeveloped lease costs, net. . . . . . . . . . .    12,063           10,352             5,328
       Undistributed income from unconsolidated affiliate. . . . . . . .                                       (5,200)
       Gain on sale of investment in unconsolidated affiliate. . . . . .                    (27,956)
       Gain on sale of marketable securities . . . . . . . . . . . . . .                       (849)
       Loss on disposal of assets. . . . . . . . . . . . . . . . . . . .     4,821            1,455            10,657
       Noncurrent deferred income taxes. . . . . . . . . . . . . . . . .    11,730           (1,849)           (2,945)
       Increase (decrease) in other deferred credits . . . . . . . . . .       148           (1,478)           (1,497)
       (Increase) decrease in other assets . . . . . . . . . . . . . . .     3,744            3,676            (2,241)
     Changes in working capital, not including cash:
       (Increase) decrease in accounts receivable. . . . . . . . . . . .    (4,445)           2,892            (9,529)
       (Increase) decrease in other current assets . . . . . . . . . . .    (5,789)           3,816             3,242
       Increase (decrease) in accounts payable . . . . . . . . . . . . .      (194)          (6,571)           (5,530)
       Increase (decrease) in other current liabilities. . . . . . . . .    (2,537)           5,560            (2,162)
                                                                           -------          --------          --------
NET CASH PROVIDED BY OPERATING ACTIVITIES    . . . . . . . . . . . . . .   139,381           125,107           89,179
                                                                           -------          --------          --------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures. . . . . . . . . . . . . . . . . . . . . . . .  (508,506)         (66,365)         (122,575)
     Proceeds from sale of property, plant and equipment . . . . . . . .    10,606            9,164             1,929
     Proceeds from sale of investment in unconsolidated affiliate. . . .                     49,100
     Proceeds from sale of marketable securities . . . . . . . . . . . .                      1,454
                                                                           -------          --------          --------
NET CASH USED IN INVESTING ACTIVITIES  . . . . . . . . . . . . . . . . .  (497,900)          (6,647)         (120,646)
                                                                           -------          --------          --------
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of long-term debt. . . . . . . . . . . .   324,589
     Short-term debt for property acquisition. . . . . . . . . . . . . .    95,600
     Exercise of stock options . . . . . . . . . . . . . . . . . . . . .     5,647             6,122            1,411
     Cash dividends paid . . . . . . . . . . . . . . . . . . . . . . . .    (7,766)           (7,092)          (7,061)
     Cash redemption of convertible debt . . . . . . . . . . . . . . . .    (1,845)
                                                                           -------          --------          --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES   . . . . . . . . . . .   416,225             (970)           (5,650)
                                                                           -------          --------          --------
INCREASE (DECREASE) IN CASH AND SHORT-TERM CASH INVESTMENTS    . . . . .    57,706           117,490          (37,117)
CASH AND SHORT-TERM CASH INVESTMENTS AT BEGINNING OF YEAR  . . . . . . .   118,726             1,236           38,353
                                                                           -------          --------          --------
CASH AND SHORT-TERM CASH INVESTMENTS AT END OF YEAR  . . . . . . . . . .  $176,432         $ 118,726         $  1,236
                                                                           -------          --------          --------
                                                                           -------          --------          --------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
     Cash paid during the year for:
     Interest (net of amount capitalized). . . . . . . . . . . . . . . .  $ 13,335         $ 18,933          $ 18,502
     Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $  5,300         $ 19,667          $ 15,067

</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                                                        Page 24


<PAGE>



<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY                        NOBLE AFFILIATES, INC. AND SUBSIDIARIES

                                                                             CAPITAL IN       TREASURY
                                                         COMMON STOCK        EXCESS OF        STOCK AT     RETAINED
                                                   ---------------------
(IN THOUSANDS OF DOLLARS)                              SHARES      AMOUNT    PAR VALUE            COST     EARNINGS
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>           <C>         <C>            <C>           <C>
JANUARY 1, 1991  . . . . . . . . . . . . . . . .    45,618,053    $152,058    $ 46,853       $ (15,418)    $ 67,358
Net income . . . . . . . . . . . . . . . . . . .                                                             19,308
Exercise of stock options. . . . . . . . . . . .       102,270         341       1,070
Cash dividends ($.16 per share). . . . . . .                                                                 (7,061)
                                                    ----------    --------    --------        --------     --------
DECEMBER 31, 1991    . . . . . . . . . . . . . .    45,720,323     152,399      47,923         (15,418)      79,605
Net income . . . . . . . . . . . . . . . . . . .                                                             41,240
Exercise of stock options. . . . . . . . . . . .       412,019       1,373       4,749
Cash dividends ($.16 per share). . . . . . . . .                                                             (7,092)
                                                    ----------    --------    --------        --------     --------
DECEMBER 31, 1992    . . . . . . . . . . . . . .    46,132,342     153,772      52,672         (15,418)     113,753
Net Income . . . . . . . . . . . . . . . . . . .                                                             12,625
Exercise of stock options. . . . . . . . . . . .       327,407       1,092       4,555
Redemption of convertible debentures . . . . . .     5,001,373      16,671      83,476
Cash dividends ($ .16 per share) . . . . . . . .                                                             (7,766)
                                                    ----------    --------    --------        --------     --------
DECEMBER 31, 1993  . . . . . . . . . . . . . . .    51,461,122    $171,535    $140,703        $(15,418)    $118,612
                                                    ----------    --------    --------        --------     --------
                                                    ----------    --------    --------        --------     --------
</TABLE>



SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders and Board of Directors of Noble Affiliates, Inc.:

   We have audited the accompanying consolidated balance sheet of Noble
Affiliates, Inc. (a Delaware corporation) and subsidiaries as of December 31,
1993 and 1992, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1993. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
   In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Noble Affiliates, Inc. and
subsidiaries as of December 31, 1993 and 1992, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1993, in conformity with generally accepted accounting principles.


Oklahoma City, Oklahoma                                  ARTHUR ANDERSEN &  CO.
January 24, 1994


                                                                         Page 25


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN TABLES, UNLESS OTHERWISE INDICATED, ARE IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS.)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

   CONSOLIDATION - The consolidated accounts include Noble Affiliates, Inc. (the
Company) and the consolidated accounts of its wholly owned subsidiaries: Noble
Natural Gas, Inc. (NNG), which was dissolved effective December 31, 1992, and
Samedan Oil Corporation (Samedan). Samedan consolidated accounts include the
following wholly owned subsidiaries: Samedan Oil of Canada, Inc.; Samedan Oil of
Indonesia, Inc.; Samedan of North Africa, Inc.; Samedan North Sea, Inc.; Samedan
of Papua New Guinea, Inc.; Samedan Pipe Line Corporation; Samedan Royalty
Corporation; and Samedan of Tunisia, Inc. All significant intercompany
transactions and balances have been eliminated. Foreign exchange and translation
gains and losses relating to oil and gas operations, which are recognized
currently, are not material.
   INVENTORIES - Materials and supplies inventories consisting principally of
tubular goods and production equipment are stated at the lower of cost or
market, with cost being determined by the first-in, first-out method.
   PROPERTY, PLANT AND EQUIPMENT - The Company accounts for oil and gas
properties under the successful efforts method of accounting. Under this method,
costs to acquire mineral interests in oil and gas properties, to drill and equip
exploratory wells that find proved reserves and to drill and equip development
wells are capitalized. Capitalized costs of producing oil and gas properties are
amortized to operations by the unit-of-production method based on proved
developed oil and gas reserves allocated property by property as estimated by
Company engineers. Estimated future restoration and abandonment costs are
recorded by charges to depreciation, depletion and amortization expense over the
productive lives of the related properties. The Company has provided $23.2
million for such future costs classified with accumulated DD&A in the balance
sheet. The total future restoration and abandonment costs of $62.8 million are
included in estimated future production and development costs for purposes of
estimating the future net revenues relating to the Company's proved reserves.
Upon sale or retirement of depreciable or depletable property, the cost and
related accumulated depreciation and depletion are eliminated from the accounts
and the resulting gain or loss is recognized.
   Undeveloped oil and gas properties which are individually significant are
periodically assessed for impairment of value and a loss is recognized at the
time of impairment by providing an impairment allowance. Other undeveloped
properties are amortized on a composite method based on the Company's experience
of successful drilling and average holding period. Geological and geophysical
costs, delay rentals and costs to drill exploratory wells which do not find
proved reserves are expensed.
   Repairs and maintenance are charged to expense as incurred. Renewals and
betterments are capitalized.
   INCOME TAXES - The Company files a consolidated federal income tax return.
Deferred income taxes are provided for temporary differences between the
financial reporting and tax bases of the Company's assets and liabilities.
   NET INCOME PER SHARE - Net income per share of common stock has been computed
on the basis of the weighted average number of shares outstanding during each
period. The effect of shares issuable upon the exercise of stock options is
immaterial. The convertible debentures, which are not common stock equivalents,
have not been included in computing fully diluted earnings per share since their
inclusion would be antidilutive.
   CAPITALIZATION OF INTEREST - The Company capitalizes interest costs
associated with the acquisition or construction of significant oil and gas
properties.
   STATEMENT OF CASH FLOWS - For purposes of reporting cash flows, cash and
short-term cash investments include cash on hand and investments purchased with
maturities of three months or less.
   GAS IMBALANCES - Gas imbalances occur when the Company sells more or less gas
than its actual ownership percentage of total gas production. The Company
follows an entitlements method of accounting, in which any excess amount
received above the Company's share is treated as a liability. If less than the
Company's entitlement is received, the underproduction is recorded as a
receivable. The Company records the noncurrent liability in Other Deferred
Credits and Noncurrent Liabilities, and the current liability in Other Current
Liabilities. The Company's gas imbalance liabilities were $7.6 million and $12.8
million for 1993 and 1992, respectively. The Company records the noncurrent
receivable in Other Assets, and the current receivable in Other Current Assets.

                                                                         Page 26


<PAGE>

The Company's gas imbalance receivables were $12.9 million and $17.0 million
for 1993 and 1992, respectively, and are valued at the amount which is expected
to be received.
   TAKE-OR-PAY SETTLEMENTS - The Company records gas contract settlements which
are not subject to recoupment in Other Income when the settlement is received.
   TRADING AND HEDGING ACTIVITIES - The Company records trading and hedging
gains or losses in oil and gas sales in the period the related transaction is
completed. The Company had no oil or gas hedges in place at December 31, 1993,
nor any hedge related deposits.

NOTE 2 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

   The following methods and assumptions were used to estimate the fair value of
each class of financial instruments pursuant to the requirements of Statements
of Financial Accounting Standards (SFAS) No. 107, "Disclosures about Fair Value
of Financial Instruments":
   CASH AND SHORT-TERM CASH INVESTMENTS
     The carrying amount approximates fair value due to the short maturity of
     the instruments.
   OIL AND GAS PRICE SWAP AGREEMENTS
     The fair value of oil and gas price swaps (used for hedging purposes) is
     the estimated amount that the Company would receive or pay to terminate the
     swap agreements at the reporting date, taking into account the difference
     between year-end oil and gas prices and the fixed swap price and the
     creditworthiness of the swap parties.
   LONG-TERM DEBT
     The fair value of the Company's long-term debt is estimated based on the
     quoted market prices for the same or similar issues or on the current rates
     offered to the Company for debt of the same remaining maturities.
   The carrying amounts and estimated fair values of the Company's financial
instruments are as follows:


<TABLE>
<CAPTION>

                                   1993                    1992
                            -------------------      -------------------
                           CARRYING      FAIR        CARRYING       FAIR
                            AMOUNT       VALUE        AMOUNT        VALUE
- -------------------------------------------------------------------------------
<S>                        <C>          <C>        <C>           <C>
Cash and short-term
  cash investments.......  $176,432     $176,432   $ 118,726     $ 118,726
Oil and gas price swap
  agreements.............                                        $   1,829
Long-term debt...........  $453,760     $453,221   $ 224,793     $ 238,325

</TABLE>



NOTE 3 - DEBT

A summary of debt follows:



<TABLE>
<CAPTION>

                                                     DECEMBER 31
                                            -----------------------------
                                              1993                  1992
- -------------------------------------------------------------------------------
<S>                                        <C>                    <C>
10 1/8% Notes Due June 1, 1997..........    $125,000              $125,000
7 1/4% Convertible Debentures Due 2012..                           100,000
4 1/4% Convertible Subordinated
  Notes Due 2003........................     230,000
7 1/4% Notes Due 2023...................     100,000
Short-term borrowing....................      95,600
                                            --------              --------
                                             550,600               225,000
Less: unamortized discount..............       1,240                   207
Short-term borrowing....................      95,600
                                            --------             ---------
Total long-term debt....................    $453,760              $224,793
                                            --------              --------
                                            --------              --------

</TABLE>


   The $125 million, 10 1/8% Notes Due June 1, 1997, may be redeemed, in whole
or in part, at the Company's election on or after June 1, 1994. The redemption
could occur upon at least 30 and not more than 60 days notice, at the principal
amount plus accrued interest to the redemption date. The indenture governing the
Notes contains restrictions as to the sale of assets and incurrence of
additional debt.
  On May 10, 1993, the Company called its 7 1/4% Convertible Debentures Due
2012. As a result of the call for redemption, owners of $98,155,000 of the
debentures elected to convert into a total of 5,001,373 shares of common stock.
The debentures were converted into shares of the Company's common stock at $19
5/8 per share. The remaining $1,845,000 was redeemed with cash at 103.63 percent
of the principal amount, plus accrued interest to the redemption date.
  In October 1993, the Company issued $230,000,000 of 4 1/4% Convertible
Subordinated Notes Due 2003 which are convertible into common stock of the
Company, at any time prior to maturity, at $36.65 per share. The securities are
subordinated to all present and future senior indebtedness. The Company, at its
election on or after November 1, 1996, may redeem the Notes in whole or in part
at 102.975 percent of the principal amount. The call premium percent decreases
November 1, 1997, and each year thereafter until 2003 when the Notes are
redeemable at par value plus accrued interest.
  In October 1993, the Company issued $100,000,000 of 7 1/4% Notes Due 2023. The
Company may not redeem any portion of the Notes prior to maturity. The indenture
governing the Notes contains certain restrictions as to the sale of assets and
incurrence of additional debt.
  The proceeds from both new issues were used to repay the bank line of credit
utilized in the second acquisition of properties from Freeport-McMoRan and to
pay for the remaining costs of the acquisition and for  general corporate
purposes.
                                                                      Page 27


<PAGE>

  During the next five years no principal payments on long-term debt are
required except during 1997 when the $125 million 10 1/8% Notes become due.
  The Company has a line of credit agreement with certain banks which provides
for maximum unsecured borrowings of $50,000,000 at variable rates. The line of
credit was temporarily increased during the year to allow for bridge financing
between the effective date of the Freeport-McMoRan acquisitions and finalization
of the two new long-term debt issues. The Company borrowed $175 million on
October 1, 1993, and used a portion of the proceeds of the new debt issues to
repay that amount in full on October 21,1993.
  In conjunction with the second Freeport-McMoRan acquisition, the Company
issued a short-term installment note for $95,600,000. On January 4, 1994, the
Company paid off the installment note including accrued interest.
  No amounts were outstanding against the line of credit at December 31, 1993.
The weighted average interest rate on the borrowings was 4.4 percent. There is a
commitment fee equal to one-quarter of one percent on the unused portion of the
line. The agreement contains covenants including maintenance of certain
financial ratios, net worth requirements and restrictions of additional
borrowings.

NOTE 4 - INCOME TAXES

  Effective January 1, 1993, the Company adopted the provisions of SFAS No. 109,
"Accounting for Income Taxes." SFAS No. 109 replaced SFAS No. 96, of the same
title, which the Company previously used to account for income taxes. The
primary difference between SFAS No. 109 and SFAS No. 96 is to permit, under
certain circumstances, the recognition of deferred tax benefits that were not
recognized under SFAS No. 96. The effect of adopting SFAS No. 109 was not
material to the Company's financial statements. Prior years' financial
statements have not been restated to apply the provisions of SFAS No. 109.
  The components of income from operations before income taxes for each year are
as follows:


<TABLE>
<CAPTION>

                            1993          1992          1991
- ------------------------------------------------------------
<S>                      <C>           <C>           <C>
Domestic.............    $39,564       $78,155       $41,813
Foreign..............    (18,905)      (16,833)      (13,213)
                         -------       -------       -------
                         $20,659       $61,322       $28,600
                         -------       -------       -------
                         -------       -------       -------

</TABLE>


   The income tax provisions relating to operations for each year consist of the
following:


<TABLE>
<CAPTION>


                         1993             1992          1991
- ------------------------------------------------------------
<S>                   <C>              <C>           <C>
U.S. current.......   $   327          $18,566       $14,205
U.S. deferred......     7,701              931        (5,198)
State current......       231              250           250
State deferred.....        85                8           (55)
Foreign current....                                      679
Foreign deferred...      (310)             327          (589)
                       ------          -------       -------
                       $8,034          $20,082        $9,292
                       ------          -------       -------
                       ------          -------       -------
</TABLE>


   The effect of the federal corporate tax rate increase in 1993 to 35 percent
resulted in an increase in the U.S. deferred tax provision and related liability
of $1.1 million which is reflected in the above table.
   The net current deferred tax asset in the following table is classified as
Other Current Assets in the Consolidated Balance Sheet at December 31, 1993. The
tax effects of temporary differences which gave rise to deferred tax assets and
liabilities as of December 31, 1993 were:


<TABLE>
<CAPTION>

                                                            1993
- -----------------------------------------------------------------
<S>                                                    <C>
U.S. and State Current Deferred
  Tax Assets
  Accrued expenses...................................       $554
  Deferred income....................................        100
  Minimum tax........................................        624
  Other..............................................       (351)
                                                        --------
  Net current deferred tax asset.....................        927
                                                        --------
U.S. and State Non-current Deferred
  Tax Liabilities
  Property, plant, and equipment, principally due to
     differences in depreciation, amortization, lease
     impairment, and abandonments....................    (45,841)
     Other...........................................        415
     Income tax accruals.............................        906
                                                        --------
     Net non-current deferred liability..............    (44,520)
                                                        --------
     U.S. and state net deferred tax liability.......    (43,593)
                                                        --------

Foreign Deferred Tax Liabilities
     Property, plant, and equipment of
      foreign operations.............................      5,929
     Net operating loss carryforwards due to
      foreign operations.............................      2,817
                                                        --------
     Foreign deferred asset..........................      8,746
     Valuation allowance.............................     (9,334)
                                                        --------
      Deferred tax liability.........................       (588)
                                                        --------
Total deferred taxes.................................   $(44,181)
                                                        --------
                                                        --------
</TABLE>


  A valuation allowance of $9,334,000, related to the Company's foreign
operations, was established for the portion of the deferred tax assets which
management believes is unlikely to have a tax benefit realized.
  At December 31, 1993, the Company had foreign net operating loss carryforwards
of $6.3 million that have no expiration dates.

                                                                        Page 28

<PAGE>

  Prior to the change in the method of accounting for income taxes discussed
above, the sources of deferred tax items and the corresponding tax effects
during 1992 and 1991 were as follows:


<TABLE>
<CAPTION>

                                                          FOR THE YEAR ENDED
                                                             DECEMBER 31,
                                                          ------------------
                                                          1992          1991
- ------------------------------------------------------------------------------
<S>                                                    <C>          <C>
Capitalized intangible development
  costs expensed for tax purposes in
  excess of book dry hole expense...................   $ 9,653       $ 9,217
Excess of book over tax amortization
  and depletion of capitalized
  intangible development and
  producing leasehold costs.........................   (11,941)      (10,284)
Interest capitalized for book purposes,
  expensed for tax purposes.........................       437            572
Excess of book over tax amortization
  of undeveloped leaseholds.........................    (3,540)       (1,812)
Seismic costs expensed for book
  purposes, capitalized for tax.....................    (1,423)       (1,250)
Disposal of  assets book/tax
  difference........................................     4,681        (1,384)
Accrued expenses....................................     2,015          (180)
Insurance proceeds reported for book
  in excess of tax..................................     1,510
Other, net..........................................      (126)         (721)
                                                      --------      --------
                                                       $ 1,266      $ (5,842)
                                                      --------      --------
                                                      --------      --------
</TABLE>


   The following table details the difference between the federal statutory tax
rate and the effective tax rate:


<TABLE>
<CAPTION>

                                                 FOR THE YEAR ENDED
                                                    DECEMBER 31,
                                              --------------------------
(AMOUNTS EXPRESSED IN PERCENTAGES)            1993       1992       1991
- -------------------------------------------------------------------------
<S>                                          <C>        <C>        <C>
Statutory rate............................    35.0       34.0       34.0
Effect of:
  One percent rate increase on prior
  year temporary differences..............     5.0
  State taxes.............................     1.1         .4         .7
  Other net...............................    (2.2)      (1.7)      (2.3)
                                            ------     ------     ------
Effective rate............................    38.9       32.7       32.4
                                            ------     ------     ------
                                            ------     ------     ------
</TABLE>



NOTE 5 - COMMON STOCK AND STOCK OPTIONS

  Under the Company's 1992 Stock Option and Restricted Stock Plan, adopted in
January 1992, the Board of Directors may grant stock options and award
restricted stock. The plan covers a maximum of 2,000,000 shares of the Company's
authorized but unissued common stock. At December 31, 1993, the Company had
reserved 1,974,318 shares of its common stock for issuance under its 1992 stock
option plan.
  The Company's 1988 Nonemployee Director Stock Option Plan, adopted in July
1988 provides for the grant of options to purchase a maximum of 250,000 shares
of the Company's authorized but unissued common stock. At December 31, 1993, the
Company had reserved 175,000 shares of its common stock for issuance under its
1988 stock option plan.
  The 1982 Stock Option Plan was terminated according to its terms on February
1, 1992, but certain options which were granted prior to the termination were
still outstanding at December 31, 1993.
  The 1978 Nonqualified Stock Option Plan was terminated according to its terms
on January 25, 1988, but certain options which were granted prior to the
termination were still outstanding at December 31, 1993.
  There were 1,419,951 and 94,000 shares available for grant at December 31,
1993, under the Company's 1992 Stock Option and Restricted Stock Plan and 1988
Non-Employee Director Stock Option Plan, respectively. Under all the Company's
stock option plans, 606,141 and 678,423 shares were exercisable at December 31,
1993 and 1992, respectively.
  A summary of option activity for each of the plans for the three years ended
December 31, 1993, is as follows:


<TABLE>
<CAPTION>

                                                       NUMBER          PRICE
                                                     OF SHARES        PER SHARE
- -------------------------------------------------------------------------------
1992 Stock Option and Restricted Stock Plan:
- -------------------------------------------------------------------------------
<S>                                                 <C>         <C>
  Granted. . . . . . . . . . . . . . . . . . . .      338,825   $16.88
OUTSTANDING DECEMBER 31, 1992  . . . . . . . . .      338,825   $16.88
  Granted. . . . . . . . . . . . . . . . . . . .      241,224   $24.88
  Exercised. . . . . . . . . . . . . . . . . . .      (25,682)  $16.88
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1993  . . . . . . . . .      554,367   $16.88-$24.88
- -------------------------------------------------------------------------------
1988 Non-Employee Director Stock Option Plan:
- -------------------------------------------------------------------------------
OUTSTANDING DECEMBER 31, 1990  . . . . . . . . .       89,500   $11.63-$15.88
  Granted. . . . . . . . . . . . . . . . . . . .       30,000   $13.50
  Exercised. . . . . . . . . . . . . . . . . . .       (5,500)  $11.63
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1991  . . . . . . . . .      114,000   $11.63-$15.88
  Granted. . . . . . . . . . . . . . . . . . . .       30,000   $15.00
  Exercised. . . . . . . . . . . . . . . . . . .      (31,000)  $11.63-$15.88
     . . . . . . . . . . . . . . . . . . . . . .      -------   -------------
OUTSTANDING DECEMBER 31, 1992  . . . . . . . . .      113,000   $11.63-$15.88
  Granted. . . . . . . . . . . . . . . . . . . .       30,000   $24.63
  Exercised. . . . . . . . . . . . . . . . . . .      (15,000)  $11.63
  Cancelled. . . . . . . . . . . . . . . . . . .      (23,500)  $11.63-$15.88
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1993  . . . . . . . . .      104,500   $11.63-$15.88
- -----------------------------------------------------------------------------
1982 Stock Option Plan:
- -----------------------------------------------------------------------------
OUTSTANDING DECEMBER 31, 1990  . . . . . . . . .    1,015,477   $10.63-$17.47
  Granted. . . . . . . . . . . . . . . . . . . .      246,600   $13.75
  Exercised. . . . . . . . . . . . . . . . . . .      (88,470)  $10.88-$17.47
  Cancelled. . . . . . . . . . . . . . . . . . .      (21,300)  $11.63-$16.38
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1991  . . . . . . . . .    1,152,307   $10.63-$17.47
  Exercised. . . . . . . . . . . . . . . . . . .     (334,402)  $10.88-$17.47
  Cancelled. . . . . . . . . . . . . . . . . . .      (63,482)  $10.88-$17.47
     . . . . . . . . . . . . . . . . . . . . . .      -------   -------------
OUTSTANDING DECEMBER 31, 1992  . . . . . . . . .      754,423   $10.88-$17.47
  Exercised. . . . . . . . . . . . . . . . . . .     (254,549)  $10.88-$17.47
  Cancelled. . . . . . . . . . . . . . . . . . .       (9,817)  $10.88-$17.47
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1993  . . . . . . . . .      490,057   $10.88-$16.38
- -----------------------------------------------------------------------------
1978 Nonqualified Stock Option Plan:
- -----------------------------------------------------------------------------
OUTSTANDING DECEMBER 31, 1990  . . . . . . . . .      144,200   $10.63
  Exercised. . . . . . . . . . . . . . . . . . .      (13,800)  $10.63
  Cancelled. . . . . . . . . . . . . . . . . . .       (1,800)  $10.63
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1991  . . . . . . . . .      128,600   $10.63
  Exercised. . . . . . . . . . . . . . . . . . .      (49,100)  $10.63
  Cancelled. . . . . . . . . . . . . . . . . . .         (800)  $10.63
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1992  . . . . . . . . .       78,700   $10.63
  Exercised. . . . . . . . . . . . . . . . . . .      (42,176)  $10.63
                                                      -------   -------------
OUTSTANDING DECEMBER 31, 1993  . . . . . . . . .       36,524   $10.63
- -----------------------------------------------------------------------------
</TABLE>



                                                                         Page 29


<PAGE>


NOTE 6 - EMPLOYEE BENEFIT PLANS

  The Company has a defined benefit pension plan covering substantially all of
its employees. The benefits are based on an employee's years of service and
average earnings for the 60 consecutive calendar months of highest compensation.
The Company's funding policy has been to make annual contributions equal to the
actuarially computed liability to the extent such amounts are deductible for
income tax purposes. Plan assets consist principally of equity securities and
fixed income investments.
  The projected benefit obligation was determined using an assumed discount rate
of 7 percent in 1993 and 8.5 percent in 1992 and an assumed long-term rate of
compensation increase of 5 percent in 1993 and 6 percent in 1992. The assumed
long-term rate of return on plan assets was 8.5 percent in 1993 and 1992.
  The periodic pension expense included the following components:


<TABLE>
<CAPTION>

                                                  1993         1992      1991
- -----------------------------------------------------------------------------
<S>                                            <C>          <C>        <C>
Service cost-benefits
  earned in the period....................     $ 1,388      $ 1,150     $ 938
Interest cost on projected
  benefit obligation......................       2,611        2,453     2,259
Actual return on plan assets..............      (4,411)      (2,695)   (6,311)
Net amortization and deferral.............       1,428          (71)    3,704
                                               -------      -------   -------
Net pension expense.......................     $ 1,016        $ 837     $ 590
                                               -------      -------   -------
                                               -------      -------   -------

</TABLE>


  The funded status of the plan at December 31, was as follows:


<TABLE>

<CAPTION>



                                                  1993         1992
- --------------------------------------------------------------------
<S>                                           <C>         <C>
Actuarial present value of:
  Vested benefit obligation................   $ 26,988    $  22,379
  Nonvested benefit obligation.............      2,374        1,585
                                              --------     --------
  Accumulated benefit obligation...........   $ 29,362    $  23,964
                                              --------     --------
                                              --------     --------

Projected benefit obligation...............  $ (38,654)   $ (31,407)
Plan assets at fair value..................     38,789       36,429
                                              --------     --------
Plan assets in excess of projected
  benefit obligation.......................        135        5,022
Unrecognized net gain......................     (2,996)      (6,338)
Unrecognized net asset at transition.......     (2,582)      (2,797)
Unrecognized prior service cost............      1,952        1,629
                                              --------     --------
Accrued pension cost in the Consolidated
  Balance Sheet............................   $ (3,491)   $  (2,484)
                                              --------     --------
                                              --------     --------
</TABLE>



  The Company sponsors other plans for the benefit of its employees and retired
employees. These plans include health care and life insurance benefits.
Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions." The Company
recorded a cumulative catch-up adjustment for the accumulated postretirement
transition obligation of approximately $1,003,000. The net 1993 annual
postretirement benefit cost was approximately $173,000.
  The accumulated postretirement benefit obligation was computed using an
assumed discount rate of 7 percent. The health care cost trend rate was assumed
to be 13 percent for 1993, declining by one percent for seven successive years
to 6 percent in 2000, decreasing to 5.5 percent for 2002 and remaining at that
rate thereafter.
  If the health care cost trend rate were increased one percent for all future
years, the accumulated postretirement benefit obligation as of December 31,
1993, would have increased approximately $330,000. The effect of this change on
the aggregate of service and interest cost for 1993 would have been an increase
of approximately $50,000.
  Net postretirement benefit cost for 1993 includes the following components:


<TABLE>
<CAPTION>

                                                               1993
- -------------------------------------------------------------------
<S>                                                        <C>
Service cost - benefits earned
  in the period.....................................           $ 91
Interest costs - accumulated benefit obligation.....             82
Cumulative catch up.................................          1,003
                                                             ------
Net postretirement benefit cost.....................        $ 1,176
                                                             ------
                                                             ------
</TABLE>


  The plan's postretirement benefit obligation at December 31, 1993, was as
follows:



<TABLE>
<CAPTION>

                                                               1993
- --------------------------------------------------------------------
<S>                                                        <C>
Accumulated postretirement benefit obligation:
Retirees...............................................    $   (223)
Fully eligible active employees........................        (140)
Active employees, not fully eligible...................        (845)
                                                            -------
                                                           $ (1,208)
                                                            -------
                                                            -------

Plan assets............................................    $
Funded status..........................................      (1,208)
Unrecognized transition obligation.....................
Unrecognized net loss..................................         169
                                                            -------
Accrued postretirement benefit obligation..............    $ (1,039)
                                                            -------
                                                            -------
</TABLE>


  In November 1992, the Financial Accounting Standards Board issued SFAS No.
112, "Employers' Accounting for Postemployment Benefits." The Company will adopt
SFAS No. 112 in 1994. The estimated impact of SFAS No. 112 is not material to
the Company's consolidated financial position or results of operations.

                                                                         Page 30


<PAGE>

NOTE 7 - ADDITIONAL BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

  Other current liabilities include the following:


<TABLE>
<CAPTION>
                                                   1993       1992
- -------------------------------------------------------------------
<S>                                              <C>        <C>
Gas imbalance liabilities....................    $1,520     $6,451

</TABLE>


Other material amounts included in costs and expenses consist of the following:



<TABLE>
<CAPTION>

                                         1993     1992     1991
- ---------------------------------------------------------------
<S>                                    <C>      <C>      <C>
Repairs and maintenance..............  $7,913   $7,360   $7,580
Severance taxes......................   5,526    5,596    5,042
</TABLE>


Other material amounts included in other income consist of the following:


<TABLE>
<CAPTION>

                                      1993       1992        1991
- -----------------------------------------------------------------
<S>                                   <C>     <C>           <C>
Gain on sale of unconsolidated
affiliate...........................          $27,956

</TABLE>



Oil and gas exploration expense includes the following:


<TABLE>
<CAPTION>

                                                  1993         1992      1991
- -----------------------------------------------------------------------------
<S>                                            <C>          <C>       <C>
Dry hole expense...........................    $13,968      $11,657   $14,219
Undeveloped lease amortization.............     12,063       10,352     5,328
Abandoned assets...........................      6,068        1,863    10,795
Seismic....................................      5,199        4,969     4,289

</TABLE>


  Listed below are the purchasers who accounted for more than ten percent of
total oil and gas sales and royalties in the past three years.


<TABLE>
<CAPTION>

                                                  1993         1992      1991
- -----------------------------------------------------------------------------
<S>                                               <C>          <C>       <C>
Natural Gas Clearinghouse..................        16%          13%         *

<FN>
*Less than ten percent
</TABLE>



NOTE 8 - ACQUISITIONS

  The Company completed two major acquisitions of oil and gas properties during
1993. In the first acquisition, on July 15, 1993, the Company purchased for $100
million all of Freeport-McMoRan's interest in East Cameron blocks 320, 331 and
332 in the Gulf of Mexico. Net proved undeveloped reserves were estimated at
76.6 BCF of natural gas and 4.3 MMBBLS of oil and condensate as of December 31,
1993. The Company acts as operator of these properties with an average working
interest of 70 percent. Facilities are under construction for the acquired
properties with a production capacity of up to 100 MMCF of gas and 10,000
barrels of oil per day. Production is expected to commence in the fourth quarter
of 1994. This acquisition was purchased with cash on hand, without additional
borrowings.
  In the second acquisition, on October 1, 1993, the Company purchased for $305
million substantially all the remaining oil and gas properties of
Freeport-McMoRan located in the Gulf of Mexico, Montana, Colorado and
California. Net proved reserves of the acquired properties were estimated by the
Company to be 253.0 BCF of gas and 21.6 MMBBLS of oil as of October 1, 1993. The
Company completed two issuances of long-term debt to finance the second
acquisition.
  The acquisitions of the Freeport-McMoRan properties were accounted for as a
purchase and the results of operations are included in the statement of
operations from the date of the acquisitions.
  The cost of the acquisitions has been allocated on the basis of the estimated
market value of the assets acquired. The allocation of the purchase price will
be finalized upon completion of certain asset valuations.
  The following unaudited pro forma data includes various adjustments as are
considered necessary to properly state the amounts as though the acquisitions
had occurred at the beginning of each period shown.


<TABLE>
<CAPTION>


                                                 FOR THE YEAR ENDED
                                                    DECEMBER 31,
                                                -------------------
(IN THOUSANDS)                                    1993         1992
- -------------------------------------------------------------------
<S>                                          <C>          <C>
Revenues...................................  $ 377,532    $ 369,176
Net income.................................  $  39,138    $  42,496
Net income per share.......................  $     .81    $     .96

</TABLE>


  The pro forma data presented above are based on several assumptions and should
not be viewed as indicative of the operations of the Company in future periods.


                                                                         Page 31


<PAGE>


NOTE 9 - SUPPLEMENTAL OIL AND GAS INFORMATION
(UNAUDITED)

  The following reserve schedules were developed by the Company's reserve
engineers and set forth the changes in estimated quantities of proved oil and
gas reserves of the Company during each of the three years presented, and the
proved developed oil and gas reserves as of the beginning of each year.
  Proved reserves are estimated quantities of crude oil, natural gas and natural
gas liquids which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under existing
economic and operating conditions. Proved developed reserves are those which are
expected to be recovered through existing wells with existing equipment and
operating methods.



<TABLE>
<CAPTION>

PROVED GAS AND OIL RESERVES
                                                           NATURAL GAS &                             CRUDE OIL & CONDENSATE
                                                       CASINGHEAD GAS (MMCF)                         (BARRELS IN THOUSANDS)
                                          ----------------------------------------------------------------------------------------
                                                UNITED              OTHER                       UNITED              OTHER
PROVED DEVELOPED AND UNDEVELOPED:               STATES    CANADA    FOREIGN    TOTAL            STATES     CANADA   FOREIGN  TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>      <C>        <C>        <C>              <C>        <C>      <C>     <C>
PROVED RESERVES AS OF DECEMBER 31, 1990.......  325,834   20,716      3,380    349,930           34,848    1,432    4,281   40,561
Revisions of previous estimates...............   (5,533)      95                (5,438)            (546)     (39)    (786)  (1,371)
Extensions, discoveries and other additions...   30,302    3,143                33,445            4,492      928             5,420
Production....................................  (60,476)  (3,028)              (63,504)          (4,822)    (362)    (409)  (5,593)
Sale of minerals in place.....................     (430)             (1,752)    (2,182)             (18)                       (18)
Purchase of minerals in place.................   83,579                 780     84,359            4,100               781    4,881
                                                -------   ------     ------    -------           ------    -----    -----   ------
PROVED RESERVES AS OF DECEMBER 31, 1991.......  373,276   20,926      2,408    396,610           38,054    1,959    3,867   43,880
Revisions of previous estimates...............   (1,450)      17                (1,433)             772       91      731    1,594
Extensions, discoveries and other additions...   42,102    7,711                49,813            5,406      462    2,172    8,040
Production....................................  (69,367)  (3,926)              (73,293)          (5,115)    (339)  (1,197)  (6,651)
Sale of minerals in place.....................   (1,352)                        (1,352)            (139)             (493)    (632)
Purchase of minerals in place.................    1,157      721                 1,878              980      169             1,149
                                                -------   ------      -----    -------           ------    -----    -----   ------
PROVED RESERVES AS OF DECEMBER 31, 1992.......  344,366   25,449      2,408    372,223           39,958    2,342    5,080   47,380
Revisions of previous estimates...............   (5,811)     809                (5,002)          (2,374)     168     (277)  (2,483)
Extensions, discoveries and other additions...   62,479    2,131                64,610            7,285    1,410             8,695
Production....................................  (71,310)  (3,829)              (75,139)          (6,064)    (347)    (950)  (7,361)
Sale of minerals in place.....................   (6,903)     (20)               (6,923)            (389)     (23)             (412)
Purchase of minerals in place.................  341,578      183               341,761           27,107       29            27,136
                                                -------   ------      -----    -------           ------    -----    -----   ------
PROVED RESERVES AS OF DECEMBER 31, 1993.......  664,399   24,723      2,408    691,530           65,523    3,579    3,853   72,955
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>



<TABLE>
<CAPTION>

PROVED DEVELOPED RESERVES:
<S>                                            <C>        <C>         <C>      <C>               <C>       <C>      <C>     <C>
   January 1, 1991.......................      325,643    19,771      3,380    348,794           30,276    1,432    4,281   35,989
   January 1, 1992.......................      372,100    19,981      2,408    394,489           34,000    1,501    3,867   39,368
   January 1, 1993.......................      344,366    24,504      2,408    371,278           36,938    1,884    5,080   43,902
   January 1, 1994.......................      570,462    24,723      2,408    597,593           64,284    3,032    3,853   71,169

</TABLE>



                                                                         Page 32



<PAGE>

   Costs incurred in connection with the Company's oil and gas acquisition,
exploration and development activities during the year are shown below. Amounts
are presented in accordance with SFAS No. 19, and may not agree with amounts
determined using traditional industry definitions.




<TABLE>
<CAPTION>


                                             1993                                                         1992
- -------------------------------------------------------------------------------------------------------------------------------
                               UNITED                 OTHER                              UNITED              OTHER
                               STATES      CANADA     FOREIGN        TOTAL               STATES     CANADA   FOREIGN       TOTAL
- ---------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>          <C>       <C>          <C>                   <C>        <C>        <C>        <C>
Property
acquisition costs:
  Proved..................    $418,087      $ 364     $            $418,451             $  4,406    $1,498     $ 300     $  6,204
  Unproved................       2,537      1,902                     4,439                1,474     1,037                  2,511
                              --------     ------      ------      --------             --------   -------     -----     --------
  Total...................    $420,624    $ 2,266     $            $422,890             $  5,880    $2,535     $ 300     $  8,715
                             ---------      -----      ------      --------             --------   -------     -----     --------
                             ---------      -----      ------      --------             --------   -------     -----     --------
Exploration
  costs...................    $ 23,392     $4,708      $5,449       $33,549             $ 16,122    $3,351   $ 5,639      $25,112
                              --------     ------      ------       -------             --------   -------     -----      -------
                              --------     ------      ------       -------             --------   -------     -----      -------
Development
  costs...................    $ 53,650    $ 4,192       $ 730      $ 58,572             $ 34,473    $2,549   $ 4,658      $41,680
                              --------     ------      ------      --------             --------    ------    ------      -------
                              --------     ------      ------      --------             --------    ------    ------      -------


                                            1991
- -----------------------------------------------------------------------------------
                                UNITED                  OTHER
                                STATES     CANADA     FOREIGN         TOTAL
- -------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>        <C>        <C>            <C>
Property
acquisition costs:
  Proved..................     $47,490    $   100     $             $47,590
  Unproved................       7,588      1,299                     8,887
                               -------     ------     -------       -------
  Total...................     $55,078     $1,399     $             $56,477
                               -------     ------     -------       -------
                               -------     ------     -------       -------
Exploration
  costs...................     $22,998     $2,137     $ 7,266       $32,401
                               -------     ------     -------       -------
                               -------     ------     -------       -------
Development
  costs...................     $37,315     $1,868    $ 19,386       $58,569
                               -------     ------     -------       -------
                               -------     ------     -------       -------


</TABLE>




     Aggregate capitalized costs relating to the Company's oil and gas producing
activities, and related accumulated depreciation, depletion and amortization
(DD&A) as of the end of the year are shown below.


<TABLE>
<CAPTION>


                                                         1993                                           1992
- -------------------------------------------------------------------------------------------------------------------------------
                                      UNITED                   OTHER                  UNITED                 OTHER
                                      STATES       CANADA     FOREIGN      TOTAL      STATES      CANADA    FOREIGN    TOTAL
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>           <C>         <C>        <C>         <C>         <C>        <C>        <C>
Unproved oil and gas properties...   $ 32,941      $ 6,564    $ 3,340     $ 42,845   $ 40,226    $ 5,230      $ 261     $ 45,717
Proved oil and gas properties.....  1,344,490       35,505     38,097    1,418,092    908,640     29,605     40,823      979,068
                                    ---------      -------    -------    ---------   --------    -------    -------    ---------
                                    1,377,431       42,069     41,437    1,460,937    948,866     34,835     41,084    1,024,785
Accumulated DD&A..................    631,292       19,544     25,866      676,702    583,288     17,349     14,408      615,045
                                    ---------      -------    -------    ---------   --------    -------    -------    ---------
Net capitalized costs.............  $ 746,139      $22,525    $15,571    $ 784,235   $365,578    $17,486    $26,676    $ 409,740
                                    ---------      -------    -------    ---------   --------    -------    -------     --------
                                    ---------      -------    -------    ---------   --------    -------    -------     --------
</TABLE>


Aggregate results of operations in connection with the Company's oil and gas
producing activities are shown below.


<TABLE>
<CAPTION>


                                                 1993                                                  1992
- -------------------------------------------------------------------------------------------------------------------------------
                                UNITED                  OTHER                         UNITED                  OTHER
                                STATES       CANADA    FOREIGN     TOTAL              STATES      CANADA     FOREIGN     TOTAL
- -------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>          <C>        <C>        <C>                <C>          <C>        <C>        <C>
Revenues....................   $250,636     $12,812    $14,556    $278,004           $226,410     $11,961    $21,394    $259,765
Production costs............     66,507       4,150      6,084      76,741             57,108       2,950      8,668      68,726
Exploration expenses........     28,927       5,662      8,333      42,922             24,506       4,434     10,229      39,169
DD&A and valua-
  tion provision............    101,609       3,549     11,396     116,554             88,442       2,593     11,727     102,762
                               --------     -------    -------    --------            -------     -------    -------    --------
                                 53,593        (549)   (11,257)     41,787             56,354       1,984     (9,230)     49,108
Income tax expense
  (benefit).................     19,345        (776)    (3,559)     15,010             19,170         891     (3,139)     16,922
                               --------     -------    -------    --------            -------     -------    -------    --------
Results of operations
  from producing
  activities (excluding
  corporate overhead
  and interest costs).......   $ 34,248     $   227    $(7,698)   $ 26,777           $ 37,184     $ 1,093    $(6,091)   $ 32,186
                               --------     -------    -------    --------            -------     -------    -------    --------
                               --------     -------    -------    --------            -------     -------    -------    --------


                                                 1991
- ----------------------------------------------------------------------------
                                UNITED                  OTHER
                                STATES       CANADA    FOREIGN     TOTAL
- ----------------------------------------------------------------------------
<S>                            <C>          <C>       <C>         <C>
Revenues....................   $207,639     $12,033   $  6,781    $226,453
Production costs............     53,672       2,446      3,728      59,846
Exploration expenses........     25,980       3,909     10,708      40,597
DD&A and valua-
  tion provision............     76,865       2,887      3,788      83,540
                               --------    --------   --------    --------
                                 51,122       2,791    (11,443)     42,470
Income tax expense
  (benefit).................     17,397       1,008     (3,891)     14,514
                               --------    --------   --------    --------
Results of operations
  from producing
  activities (excluding
  corporate overhead
  and interest costs).......   $ 33,725     $ 1,783   $ (7,552)   $ 27,956
                               --------    --------   --------    --------
                               --------    --------   --------    --------
</TABLE>


                                                                       Page 33



<PAGE>

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED OIL
AND GAS RESERVES



<TABLE>
<CAPTION>

STANDARDIZED MEASURE AT DECEMBER 31, 1993
- -----------------------------------------------------------------------------------
                                       UNITED                OTHER
(IN MILLIONS OF DOLLARS)               STATES     CANADA    FOREIGN           TOTAL
- -----------------------------------------------------------------------------------
<S>                                   <C>         <C>         <C>            <C>
Future cash inflows...............    $ 2,635       $102       $55           $2,792
Future production &
  development costs...............        869         47        17              933
Future income tax
  expenses........................        481         15        10              506
                                       ------       ----       ---           ------
Future net cash flows.............      1,285         40        28            1,353
10% annual discount
  for estimated timing
  of cash flows...................        656         13         9              678
                                       ------       ----       ---           ------
Standardized measure of
  discounted future net
  cash flows......................    $   629        $27       $19           $  675
                                       ------       ----       ---           ------
                                       ------       ----       ---           ------
</TABLE>



<TABLE>
<CAPTION>

STANDARDIZED MEASURE AT DECEMBER 31, 1992
- -----------------------------------------------------------------------------------
                                       UNITED                OTHER
(IN MILLIONS OF DOLLARS)               STATES     CANADA    FOREIGN           TOTAL
- -----------------------------------------------------------------------------------
<S>                                   <C>         <C>       <C>              <C>
Future cash inflows...............    $ 1,471        $86       $93           $1,650
Future  production &
  development costs...............        608         36        36              680
Future income tax
  expenses........................        220         13        14              247
                                       ------       ----       ---           ------
Future net cash flows.............        643         37        43              723
10% annual discount
  for estimated timing
   of cash flows..................        209         12        14              235
                                       ------       ----       ---           ------
Standardized measure of
  discounted future net
  cash flows......................    $   434        $25       $29           $  488
                                       ------       ----       ---           ------
                                       ------       ----       ---           ------

</TABLE>



<TABLE>
<CAPTION>


STANDARDIZED MEASURE AT DECEMBER 31, 1991
- -----------------------------------------------------------------------------------------
                                       UNITED                OTHER
(IN MILLIONS OF DOLLARS)               STATES     CANADA    FOREIGN           TOTAL
- -----------------------------------------------------------------------------------------
<S>                                   <C>         <C>       <C>             <C>
Future cash inflows...............    $ 1,337        $66       $73           $1,476
Future production &
  development costs...............        533         22        25              580
Future income tax
  expenses........................        197         21        12              230
                                       ------       ----       ---           ------
Future net cash flows.............        607         23        36              666
10% annual discount
  for estimated timing
  of cash flows...................        201          8        12              221
                                       ------       ----       ---           ------
Standardized measure of
  discounted future net
  cash flows......................    $   406        $15       $24           $  445
                                       ------       ----       ---           ------
                                       ------       ----       ---           ------
</TABLE>



   Future cash inflows are computed by applying year-end prices of oil and gas
relating to the Company's proved reserves to the year-end quantities of those
reserves, with consideration given to the effect of existing trading and hedging
contracts if any. The year end weighted average oil price utilized in the
computation of future cash inflows was approximately $11.76 per barrel.
   Oil prices at the end of February 1994 increased slightly since year end. The
Company estimates that a $1.00 per barrel change in the average oil price from
the year-end price would change discounted future net cash flows before income
taxes by approximately $42 million.
   The year end weighted average gas price utilized in the computation of future
cash inflows was approximately $2.42 per MCF. Natural gas spot prices at the end
of February 1994 decreased slightly since year end. The Company estimates that a
$.10 per MCF change in the average gas price from the year-end price would
change discounted future net cash flows before income taxes by approximately $36
million.
   Future production and development costs, which include restoration and
dismantlement expense, are computed by estimating the expenditures to be
incurred in developing and producing the Company's proved oil and gas reserves
at the end of the year, based on year-end costs, and assuming continuation of
existing economic conditions.
   Future income tax expenses are computed by applying the appropriate year-end
statutory tax rates to the future pretax net cash flows relating to the
Company's proved oil and gas reserves, less the tax basis of the properties
involved. The future income tax expenses give effect to tax credits and
allowances, but do not reflect the impact of general and administrative cost and
exploration expenses of ongoing operations relating to the Company's proved oil
and gas reserves.
   The 10 percent annual discount is applied to the future net cash flows in an
attempt to reflect the timing of the future net cash flows relating to the
Company's proved oil and gas reserves.
   At December 31, 1993, the Company had estimated gas imbalance receivables of
$12.9 million and estimated liabilities of $7.6

                                                                         Page 34


<PAGE>

million; at year end 1992, $17.0 million in receivables and $12.8 million in
liabilities; and at year end 1991, $19.1 million in receivables and $10.7
million in liabilities. Neither the gas imbalance receivables nor liabilities
have been included in the standardized measure of discounted future net cash
flows for the three years ended December 31, 1993.
Principal changes in the aggregate standardized measure of discounted future net
cash flows attributable to the Company's proved oil and gas reserves at year end
are shown below.



<TABLE>
<CAPTION>


(IN MILLIONS OF DOLLARS)                                     1993      1992          1991
- ------------------------------------------------------------------------------------------
<S>                                                          <C>      <C>           <C>
Standardized measure of discounted future net
  cash flows at the beginning of the year...............     $488      $445          $596
Extensions, discoveries and improved
  recovery, less related costs..........................       89       113            63
Revisions of previous quantity and timing
  estimates.............................................      (19)       15           (25)
Changes in estimated future
  development costs.....................................      (23)       (5)          (18)
Purchases/sales of minerals in place....................      397         4           108
Net changes in prices and production costs..............      (40)       52          (298)
Accretion of discount...................................       66        60            85
Sales of oil and gas produced, net of
  production costs......................................     (200)     (189)         (166)
Development costs incurred during the period............        8        10            27
Net change in income taxes..............................     (102)      (12)           94
Other...................................................       11        (5)          (21)
                                                            -----      -----        -----
Standardized measure of discounted future net
  cash flows at the end of the year.....................     $675      $488          $445
                                                            -----      -----        -----
                                                            -----      -----        -----
</TABLE>



NOTE 10 - INTERIM FINANCIAL INFORMATION
(UNAUDITED)

Interim financial information for the two years ended December 31, 1993 is as
follows:



<TABLE>
<CAPTION>

- ---------------------------------------------------------------------------------------------------------
                                                              QUARTER ENDED
                                           MAR. 31,            JUNE 30,    SEPT. 30,          DEC. 31,
- ---------------------------------------------------------------------------------------------------------
1993
<S>                                        <C>                 <C>         <C>               <C>
Revenues............................       $ 69,854            $66,327     $ 64,346          $86,056
Gross profit (loss)
  from operations...................       $ 16,696            $ 5,041     $ 11,318          $  (372)
Net income (loss)...................       $  4,488            $ 4,002     $  4,265          $  (130)
Net income (loss)
  per share.........................       $    .10            $   .08     $    .09          $  (.01)
1992
Revenues............................       $ 61,531            $96,943     $ 68,493          $76,814
Gross profit from
  operations........................       $ 10,539            $12,127     $  9,096          $ 7,912
Net income..........................       $  2,551            $24,086     $  6,519          $ 8,083
Net income
  per share.........................       $   . 06            $   .54     $    .15          $   .18

</TABLE>





  During the fourth quarter of 1993, the cumulative effect of oil and gas
reserve revisions on the DD&A provision for the preceding three quarters was
insignificant.
  During the fourth quarter of 1992, DD&A expense decreased by approximately
$4,121,000 relating to the cumulative effect of oil and gas reserve revisions on
the DD&A provision for the preceding three quarters.

                                                                         Page 35


<PAGE>


CORPORATE INFORMATION

NOBLE AFFILIATES, INC.

CORPORATE HEADQUARTERS
110 West Broadway
P. O. Box 1967
Ardmore, Oklahoma 73402
(405) 223-4110

SUBSIDIARY HEADQUARTERS
Samedan Oil Corporation
110 West Broadway
P. O. Box 909
Ardmore, Oklahoma 73402

TRANSFER AGENT AND REGISTRAR
The Liberty National Bank
and Trust Company of
Oklahoma City
P. O. Box 25848
Oklahoma City, Oklahoma 73125

INDEPENDENT ACCOUNTANTS
Arthur Andersen & Co.
Oklahoma City, Oklahoma

COMMON STOCK LISTED
New York Stock Exchange
Symbol - NBL

SHAREHOLDERS' PROFILE

DECEMBER 31, 1993


<TABLE>
<CAPTION>

                         SHARES     SHAREHOLDERS
                       OUTSTANDING    OF RECORD
- ---------------------------------------------
<S>                    <C>          <C>
Individuals..........     886,471       1,302
Joint accounts.......     129,879         332
Fiduciaries..........     282,912         383
Institutions.........   6,939,275          55
Brokers..............       1,300           1
Nominees.............  41,681,746          10
Foreign..............      14,639          17
                       ----------       -----
  Total..............  49,936,222       2,100
                       ----------       -----
                       ----------       -----

</TABLE>



<TABLE>
<CAPTION>

DIVIDENDS AND STOCK PRICES BY QUARTERS
- --------------------------------------------------------------------------------------------
                                                                                      YEAR
                                       QUARTER ENDED                                  END
                  3/31               6/30          9/30           12/31               TOTAL
- ---------------------------------------------------------------------------------------------
<S>           <C>                 <C>              <C>            <C>                 <C>
Dividends
  1993            $.04               .04            .04            .04                 .16
  1992            $.04               .04            .04            .04                 .16
Low-High
1993           $15 3/4-22 3/4     20 1/2-25 1/4    22 1/8-31       23-30 1/8
1992           $11 5/8-14 1/2     13 1/4-16 5/8    14 3/4-20 1/4   15 1/8-19 5/8
- ---------------------------------------------------------------------------------------------
</TABLE>






ANNUAL MEETING
The Annual Meeting of Shareholders of Noble Affiliates, Inc. will be held on
Tuesday, April 26, 1994, at 10:00 a.m. at the Charles B. Goddard Center located
at "D" Street and First Avenue S.W. in Ardmore, Oklahoma. All shareholders are
cordially invited to attend.

FORM 10-K
A copy of Form 10-K, as filed with the Securities and Exchange Commission, is
available upon request by writing to Vice President - Finance and Treasurer,
Noble Affiliates, Inc., P.O. Box 1967, Ardmore, Oklahoma 73402.

                                                        Page - Inside back cover


<PAGE>


                                   APPENDIX I.

The following describes graphs which were listed in the margins of the
M
anagement's Discussion and Analysis on pages 15 through 20 of the Registrant's
1993 annual report.

Page 15 - Gas Reserves Added for Three Years
             1991:  112.4 BCF's
             1992:   50.3 BCF's
             1993:  401.4 BCF's

          Oil Reserves Added for Three Years
             1991:   8.9 million barrels
             1992:  10.8 million barrels
             1993:  33.3 million barrels

Page 16 - Three Years of Costs Incurred for Acquisitions, Exploration and
          Development
             1991:  $147.4 million
             1992:  $ 75.5 million
             1993:  $515.0 million

          Net Undeveloped Acres by Geographic Regions - 360,000 Acres Year End
          1993
             Gulf:             211.6 thousand acres
             Rocky Mts:         60.4 thousand acres
             Calif:             34.0 thousand acres
             Texas:             27.5 thousand acres
             Other:             26.5 thousands acres

Page 17 - Net Income for Three Years
              1991: $19.3 million
             *1992: $41.2 million
              1993: $12.6 million
             *Includes sale of investment in NGC

          Natural Gas Revenues for Three Years
             1991:  $111.1 million - $1.74 Average price per mcf
             1992:  $134.2 million - $1.81 Average price per mcf
             1993:  $159.2 million - $2.10 Average price per mcf

Page 18 - Oil Revenues for Three Years
             1991:  $109.2 million - $20.39 Average price per barrel
             1992:  $120.2 million - $18.68 Average price per barrel
             1993:  $111.3 million - $15.91 Average price per barrel


          Average Production and Lifting Cost Per BOE
             1991:  $5.48
             1992:  $5.02
             1993:  $4.43
          Gas converted to BOE based on average sales prices

Page 19 - DD&A Expense Per BOE of Production for Three Years
             1991:  $4.93 per barrel
             1992:  $5.00 per barrel
             1993:  $5.37 per barrel
          Gas converted 6:1

          SG&A Expense Per BOE of Production for Three Years
             1991:  $1.75 per barrel
             1992:  $1.64 per barrel
             1993:  $1.59 per barrel
          Gas converted 6:1

Page 20 - Average Daily Gas Production - Fourth Quarter 1993
             Acquired Properties:                  98.4 MMCF
             Without Acquired Properties:         173.2 MMCF
             Total:                               271.6 MMCF

          Average Daily Oil Production - Fourth Quarter 1993
             Acquired Properties:                4.6 thousand barrels
             Without Acquired Properties:       18.1 thousand barrels
             Total:                             22.7 thousand barrels





<PAGE>

                     SUBSIDIARIES OF NOBLE AFFILIATES, INC.


     The following table sets forth the subsidiaries of Noble Affiliates, Inc.
as of March 15, 1994.


<TABLE>
<CAPTION>

                                                  State of Jurisdiction
       Subsidiary                                    or Organization
      ------------                                ---------------------
<S>                                               <C>
Samedan Oil Corporation 1/                              Delaware

Noble Gas Marketing, Inc. 1/                            Delaware

Samedan Oil of Canada, Inc. 2/                          Delaware

Samedan of North Africa, Inc. 2/                        Delaware

Samedan North Sea, Inc. 2/                              Delaware

Samedan Oil of Indonesia, Inc. 2/                       Delaware

Samedan Pipe Line Corporation 2/                        Delaware

Samedan Royalty Corporation 2/                          Delaware

Samedan of Tunisia, Inc. 2/                             Delaware

Samedan Oil (U.K.) Ltd. 3/                              United Kingdom

Samedan - NEEI Exploration Company, 4/                  Oklahoma

Samedan of Papua New Guinea, Inc. 2/                    Delaware

<FN>

- ------------------------
1/   100% owned by Noble Affiliates, Inc.

2/   100% owned by Samedan Oil Corporation.

3/   100% owned by Samedan North Sea, Inc.

4/   50% general partnership interest owned by
     Samedan Oil Corporation.

</TABLE>








<PAGE>

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation of our
reports dated January 24, 1994, included on page 25 of the 1993 Annual Report to
Shareholders and incorporated by reference in this Form 10-K and on page R-1 of
this Form 10-K, and our report dated February 21, 1992 included on page F-1 of
the Form 10-K of Noble Affiliates, Inc. for the year ended December 31, 1991,
into the previously filed Registration Statements on Form S-8 (Nos. 2-64600,
2-81590, 33-32692, 2-66654 and 33-54084).


                                                           ARTHUR ANDERSEN & CO.


Oklahoma City, Oklahoma
March 28, 1994