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

      (Mark One)                   FORM 10-K/A
                                 AMENDMENT NO. 1

         [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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     The Index to Exhibits of Noble Affiliates, Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31, 1993 (the "1993 Form 10-K"), to
which reference is made in Item 14 of the 1993 Form 10-K for a list of the
exhibits to the 1993 Form 10-K, is hereby amended to reflect the inclusion
therein and the filing herewith of a new Exhibit 99.2 containing the financial
statements required by Form 11-K for the fiscal year ended December 31, 1993
with respect to the Noble Affiliates Thrift and Profit Sharing Plan, and such
Index to Exhibits is restated in its entirety following the signature page
hereto.


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                                   SIGNATURES

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

                                        NOBLE AFFILIATES, INC.



Date:  June 28, 1994                    By: /s/ WILLIAM D. DICKSON
                                            ------------------------------------
                                            William D. Dickson,
                                            Vice President-Finance and Treasurer









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                                INDEX TO EXHIBITS


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

 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 on 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).


                                       E-1

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

 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).

 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


                                       E-2

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

             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).

 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 Company, 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).


                                       E-3

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

 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).


                                       E-4

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

 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.


                                       E-5

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

 99.1        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.

 99.2        Financial statements required by Form 11-K for the
             fiscal year ended December 31, 1993 with respect to
             the Noble Affiliates Thrift and Profit Sharing Plan
             (including the accountants' consent to incorporation
             thereof by reference).


______________________________
*    Management contract or compensatory plan or arrangement required to be
     filed as an exhibit hereto.


                                       E-6






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                                                              EXHIBIT 99.2


     The Financial Statements required by Form 11-K for the fiscal year ended
December 31, 1993 with respect to the Noble Affiliates Thrift and Profit Sharing
Plan are filed in paper format under cover of Form SE in accordance with
Instruction E to Form 11-K.



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                     CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 10-K/A, into the Plan's
previously filed Registration Statement on Form S-8 (File No. 2-66654).



                                       ARTHUR ANDERSEN & CO.


Oklahoma City, Oklahoma
  June 27, 1994