<PAGE>

===============================================================================

                                  UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                              ----------------------
                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 1994

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

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

     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
                              -----  -----

     Number of shares of common stock outstanding as of August 2, 1994:
49,981,221

                                                             Page 1 of 12 pages
===============================================================================


<PAGE>

                                                                      FORM 10-Q

                        PART I.  FINANCIAL INFORMATION

                        ITEM 1.  FINANCIAL STATEMENTS
                   NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED BALANCE SHEET
                          (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                   (Unaudited)
                                                     June 30,   December 31,
                                                       1994         1993
                                                    ---------   ------------
<S>                                                 <C>         <C>
ASSETS:
Current Assets:
     Cash and short-term cash investments .......   $   21,044   $  176,432
     Accounts receivable-trade ..................       67,654       66,314
     Materials and supplies inventories .........        3,193        3,302
     Other current assets .......................       13,424       10,516
                                                    ----------   ----------
     Total Current Assets .......................      105,315      256,564
                                                    ----------   ----------
Property, Plant and Equipment ...................    1,548,431    1,487,068
     Less:  accumulated depreciation,
            depletion and amortization .........      (738,181)    (692,463)
                                                    ----------   ----------
                                                       810,250      794,605
Other Assets ...................................        27,080       16,827
                                                    ----------   ----------
     Total Assets ..............................    $  942,645   $1,067,996
                                                    ----------   ----------
                                                    ----------   ----------

LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
     Accounts payable ..........................    $   53,641    $  29,354
     Other current liabilities .................        19,106       19,241
     Short-term borrowing ......................                     95,600
     Income taxes ..............................         1,269        2,343
                                                    ----------   ----------
     Total Current Liabilities .................        74,016      146,538
                                                    ----------   ----------
Deferred Income Taxes ..........................        55,525       45,108
Other Deferred Credits and
     Noncurrent Liabilities ....................        11,381        7,158
Long-term Debt .................................       376,938      453,760

Shareholders' Equity:
     Common stock ..............................       171,669      171,535
     Capital in excess of par value ............       141,123      140,703
     Retained earnings .........................       127,411      118,612
                                                    ----------   ----------
                                                       440,203      430,850
     Less common stock in treasury
          (at cost, 1,524,900 shares) ..........       (15,418)     (15,418)
                                                    ----------   ----------
     Total Shareholders' Equity ................       424,785      415,432
                                                    ----------   ----------
     Total Liabilities and Shareholders'
          Equity ...............................    $  942,645   $1,067,996
                                                    ----------   ----------
                                                    ----------   ----------
</TABLE>


See notes to consolidated condensed financial statements.
                                                                        Page 2


<PAGE>

                                                                      FORM 10-Q

                   NOBLE AFFILIATES, INC. AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
              (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                               (UNAUDITED)


<TABLE>
<CAPTION>
                                                       Six Months Ended June 30,
                                                       -------------------------
                                                          1994          1993
                                                          ----          ----
<S>                                                     <C>            <C>
REVENUES:
     Oil and gas sales and royalties ................   $161,895       $131,017
     Gathering, marketing and processing revenues ...      8,483
     Other income ...................................      5,195          5,164
                                                        --------       --------
                                                         175,573        136,181
                                                        --------       --------

COSTS AND EXPENSES:
     Oil and gas operations .........................     36,497         36,888
     Oil and gas exploration ........................     17,570         18,522
     Gathering, marketing and processing costs ......      8,385
     Depreciation, depletion and amortization .......     64,440         42,532
     Selling, general and administrative ............     18,851         16,502
     Interest expense ...............................     14,290          9,187
     Interest capitalized ...........................     (4,186)          (551)
                                                        --------       --------
                                                         155,847        123,080
                                                        --------       --------
INCOME BEFORE INCOME TAXES ..........................     19,726         13,101
INCOME TAX PROVISION ................................      6,932 (1)      4,611 (1)
                                                        --------       --------
NET INCOME ..........................................   $ 12,794       $  8,490
                                                        --------       --------
                                                        --------       --------

NET INCOME PER SHARE ................................   $    .26 (2)   $    .18 (2)
                                                        --------       --------
                                                        --------       --------
</TABLE>


See notes to consolidated condensed financial statements.

Page 3


<PAGE>

                                                                      FORM 10-Q

                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                 (UNAUDITED)


<TABLE>
<CAPTION>
                                                   Three Months Ended June 30,
                                                   ---------------------------
                                                        1994         1993
                                                        ----         ----
<S>                                                    <C>          <C>
REVENUES:
     Oil and gas sales and royalties ...............   $80,993      $64,129
     Gathering, marketing and processing revenues ..     8,483
     Other income ..................................     2,556        2,198
                                                       -------      -------
                                                        92,032       66,327
                                                       -------      -------

COSTS AND EXPENSES:
     Oil and gas operations ........................    18,286       19,541
     Oil and gas exploration .......................    13,575        8,293
     Gathering, marketing and processing costs .....     8,385
     Depreciation, depletion and amortization ......    30,888       20,783
     Selling, general and administrative ...........     9,618        7,800
     Interest expense ..............................     6,695        4,092
     Interest capitalized ..........................    (2,163)        (302)
                                                       -------      -------
                                                        85,284       60,207
                                                       -------      -------
INCOME BEFORE INCOME TAXES .........................     6,748        6,120
INCOME TAX PROVISION ...............................     2,371 (1)    2,118 (1)
                                                       -------      -------
NET INCOME .........................................   $ 4,377      $ 4,002
                                                       -------      -------
                                                       -------      -------
NET INCOME PER SHARE ...............................   $   .09 (2)  $   .08 (2)
                                                       -------      -------
                                                       -------      -------
</TABLE>


See notes to consolidated condensed financial statements.

                                                                       Page 4


<PAGE>
                                                                     FORM 10-Q

                       NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                    CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                   (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                     (UNAUDITED)


<TABLE>
<CAPTION>
                                                         Six Months Ended June 30,
                                                         -------------------------
                                                              1994        1993
                                                              ----        ----
<S>                                                         <C>         <C>
Cash Flows from Operating Activities:
     Net income ..........................................  $  12,794    $  8,490
     Adjustments to reconcile net income to net cash
          provided by operating activities:
          Depreciation, depletion and amortization .......     64,440      42,532
          Amortization of undeveloped lease costs, net ...      3,290       7,444
          Change in deferred credits .....................     14,640      (1,010)
          Change in other noncash items, net .............    (10,210)      3,947
     Changes in working capital, not including cash:
          (Increase) decrease in accounts receivable .....     (1,340)      9,313
          (Increase) decrease in other current assets ....     (2,446)     (1,618)
          Increase (decrease) in accounts payable ........     24,287       3,707
          Increase (decrease) in other current
             liabilities .................................     (1,209)      2,769
                                                            ---------    --------
Net Cash Provided by Operating Activities ................    104,246      75,574
                                                            ---------    --------

Cash Flows From Investing Activities:
     Capital expenditures ................................    (84,972)    (37,686)
     Proceeds from sale of property, plant and
        equipment ........................................      1,380       9,998
                                                            ---------    --------
Net Cash Provided by (Used in) Investing Activities ......    (83,592)    (27,688)
                                                            ---------    --------

Cash Flows From Financing Activities:
     Retirement of long-term debt ........................   (125,000)
     Retirement of short-term debt for property
        acquisition ......................................    (95,600)
     Proceeds from line of credit borrowings .............     48,000
     Exercise of stock options ...........................        554       2,226
     Cash dividends ......................................     (3,996)     (3,776)
     Retirement of convertible debt ......................                 (1,845)
                                                            ---------    --------
Net Cash Used in Financing Activities ....................   (176,042)     (3,395)
                                                            ---------    --------
Increase (Decrease) in Cash and Short-term Cash
   Investments ...........................................   (155,388)     44,491
Cash and Short-term Cash Investments at Beginning of
   Period ................................................    176,432     118,726
                                                            ---------    --------
Cash and Short-term Cash Investments at End of Period ....  $  21,044    $163,217
                                                            ---------    --------
                                                            ---------    --------
Supplemental Disclosures of Cash Flow Information:
     Cash paid during the period for:
     Interest (net of amount capitalized) ................  $  11,752    $  5,893
     Income taxes ........................................  $   5,000    $  4,550

</TABLE>


See notes to consolidated condensed financial statements.

Page 5


<PAGE>

                                                                      FORM 10-Q


               NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)

     In the opinion of the Company, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, consisting only of
necessary and normal recurring adjustments, necessary to present fairly the
Company's financial position as of June 30, 1994 and December 31, 1993, and the
results of operations for the three month and six month periods ended June 30,
1994 and 1993 and the cash flows for the six month periods ended June 30, 1994
and 1993. These consolidated condensed financial statements should be read in
conjunction with the financial statements and the notes thereto incorporated
in the Company's annual report on Form 10-K for the year ended December 31,
1993.

(1) INCOME TAX PROVISION

     For the six months ended June 30:


<TABLE>
<CAPTION>
                                                 (In thousands)
                                               ------------------
                                                 1994       1993
                                                 ----       ----
     <S>                                       <C>        <C>
     Current ...............................   $(3,485)   $ 5,963
     Deferred ..............................    10,417     (1,352)
                                               -------    -------
                                               $ 6,932    $ 4,611
                                               -------    -------
                                               -------    -------
</TABLE>


     For the three months ended June 30:


<TABLE>
<CAPTION>
                                                 (In thousands)
                                               ------------------
                                                 1994       1993
                                                 ----       ----
     <S>                                       <C>        <C>
     Current ...............................   $(1,192)   $ 2,530
     Deferred ..............................     3,563       (412)
                                               -------    -------
                                               $ 2,371    $ 2,118
                                               -------    -------
                                               -------    -------
</TABLE>


(2) NET INCOME PER SHARE

     The earnings per share of common stock was computed using the weighted
average number of shares of common stock outstanding during the period as
follows:


<TABLE>
<CAPTION>
                                                 (In thousands)
                                               ------------------
                                                 1994       1993
                                                 ----       ----
     <S>                                        <C>        <C>
     For the six months ended June 30: .....    49,948     46,301
     For the three months ended June 30: ...    49,955     47,945
</TABLE>


                                                                      Page 6


<PAGE>

                                                                    FORM 10-Q


 
    ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                         AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities increased to $104.2 million in
the six months ended June 30, 1994 from $75.6 million in the same period of
1993. Cash and short-term cash investments decreased from $176.4 million at
December 31, 1993 to $21 million at June 30, 1994.

     In January 1994, the Company repaid $95.6 million of short-term debt which
was issued in October 1993 to acquire a producing property. On June 1, 1994,
the Company redeemed all of its outstanding 10 1/8% Notes Due June 1, 1997,
being $125 million aggregate principal amount. The Company used its available
cash plus borrowed $48 million from its bank credit line to complete the
redemption. The Company expects to reduce its annual interest expense by
approximately $7.5 million as a result of this redemption.

     The Company expended approximately $85 million of its $190.5 million
capital budget through June 30, 1994 and currently plans to expend all of its
remaining capital budget in the remainder of the year. The Company plans to
maintain an active drilling program and will also continue to evaluate reserve
acquisition opportunities for the remainder of 1994.  The Company believes it
can fund internally its remaining exploration budget.  Acquisitions which might
exceed the Company's ability to fund from its internal cash flow would require
external sources of financing, such sources  which the Company believes would be
available.

     The Company's current ratio (current assets divided by current liabilities)
was 1.4 at June 30, 1994 compared to 1.7 at December 31, 1993.  The company's
ratio of long-term debt to book capital (defined as the Company's long-term debt
plus its equity) at June 30, 1994 was 47 percent compared to 52 percent at
December 31, 1993.

     The Company follows an entitlements method of accounting for its gas
imbalances. The Company's gas imbalance receivables were $13.8 million at June
30, 1994 and $12.9 million at December 31, 1993. Gas imbalance liabilities were
$10.8 million at June 30, 1994 and $7.6 million at December 31, 1993. 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 over
the life 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
settlement of gas imbalances will have little impact on its liquidity.

RESULTS OF OPERATIONS

     During the second quarter of 1994, the Company  recorded net income of
$4.4 million, or 9 cents per share, compared to net income of $4.0 million, or
8 cents per share, in the second quarter of 1993. During the first six months of
1994, the Company recorded net income of $12.8 million, or 26 cents per share,
compared to net income of $8.5 million, or 18 cents per share, in the first six
months of 1993.

     The increased income for the six months ended June 30, 1994 compared to
1993 resulted from higher natural gas prices and increased production volumes
primarily as a result of the acquisition of producing properties from
Freeport-McMoRan Inc. effective October 1, 1993. The effect of the increased
production volumes of both oil and gas during the second quarter of 1994
compared to the same period of 1993 was offset by higher exploration expenses.

     Noble Gas Marketing, Inc. (NGM), a wholly owned subsidiary of the Company,
markets the Company's natural gas. In addition, in June 1994, NGM sold $8.5
million of third party gas. NGM's business plan calls for it to sell gas
directly to end-users, gas marketers, industrial users, interstate and
intrastate gas pipelines and local distribution companies. The Company records
all of NGM's sales as gathering, marketing and processing revenues. All
intercompany sales from Samedan Oil Corporation, a wholly owned subsidiary of
the Company engaged in oil and gas exploration and production, to NGM are
eliminated.

Page 7


<PAGE>

                                                                     FORM 10-Q

     Gas sales, excluding third party sales by NGM, increased 41 percent and 45
percent, respectively, for the three months and six months ended June 30, 1994.
The increase in sales is primarily due to a 39 percent and 35 percent increase,
respectively, in average daily production and a 1 percent and 8 percent
increase, respectively, in average gas price.

     Oil sales increased 12 percent for the three months ended June 30, 1994,
compared to the same period of 1993. The increase in sales is primarily due to a
23 percent increase in average daily production offset in part by an 11 percent
decrease in average oil price.

     Oil sales decreased 1 percent for the six months ended June 30, 1994,
compared to the same period of 1993.  Average daily oil production increased 24
percent but was more than offset by an average oil price decrease of 21 percent.

     The Company had no oil or gas hedges in place, or any hedge related
deposits, at June 30, 1994 or at December 31, 1993. The marketing of natural
gas to end users at fixed prices while purchasing gas at fluctuating index
prices exposes NGM to price risk. It is anticipated that NGM will be controlling
these price risks by utilizing various hedging techniques.

     Certain selected gas and oil operating statistics follow:


<TABLE>
<CAPTION>
                                    For the Three Months   For the Six Months
                                       Ended June 30,        Ended June 30,
                                    --------------------   ------------------
                                       1994       1993       1994       1993
                                       ----       ----       ----       ----
<S>                                  <C>        <C>        <C>        <C>
Gas revenues  (in thousands) .....   $ 46,131   $ 32,673   $100,176   $ 69,178
Average daily gas -- MCFS ........    253,941    182,731    261,826    194,318
Average gas price per MCF ........   $   2.04   $   2.02   $   2.15   $   2.00
Oil revenues (in thousands) ......   $ 32,619   $ 29,199   $ 57,387   $ 58,089
Average daily oil -- BBLS ........     22,923     18,703     22,849     18,428
Average oil price per BBL ........   $  15.67   $  17.55   $  13.96   $  17.76

<FN>
BBLS -- barrels
MCF -- thousand cubic feet
</TABLE>


     Oil and gas operations expense decreased $1.29 and $.98 respectively on a
barrel of oil equivalent basis (converting gas to oil on the basis of 6 MCF per
barrel) for the three months and six months ended June 30, 1994, as compared to
the same periods of 1993. The Freeport-McMoRan Inc. acquisition increased oil
and gas operations expense for the first six months of 1994 by approximately
$3.2 million, compared to the same period of 1993, expensed workovers in 1994
decreased oil and gas operations expense approximately $1.2 million compared to
the same period of 1993, the sale of non-core properties in 1993 decreased oil
and gas operations expense in 1994 by $.5 million compared to the same period of
1993, and oil and gas operations expenses on foreign properties decreased $1.8
million in 1994 compared to the first six months of 1993.

     Oil and gas exploration expense increased 64 percent, or $5.3 million, for
the three months ended June 30, 1994, compared to the same period in 1993. The
increase resulted in part from a $4.8 million increase in dry hole expense and
a $1.7 million increase in seismic expense offset by a $1.7 million decrease in
undeveloped lease impairment. Notwithstanding such increase in the 1994 second
quarter, oil and gas exploration expense for the first six months of 1994 was
nearly flat with the first six months of 1993.

     Depreciation, depletion and amortization (DD&A) expense increased 49
percent and 52 percent, respectively, for the three months and six months ended
June 30, 1994, compared to the same periods in 1993. The increase is due
primarily to higher production volumes and higher unit rates on properties
acquired effective October 1, 1993. The unit rate of DD&A per equivalent barrel,
converting gas to oil on the basis of 6 MCF per barrel, was $5.35 for the first
six months of 1994 compared to $4.62 for the same period of 1993. The Company
has recorded, through charges to DD&A, a reserve for future liabilities related
to dismantlement and reclamation costs for offshore facilities. This reserve is
based on the best estimates of Company engineers of such costs to be incurred in
future years.

Page 8


<PAGE>

                                                                      FORM 10-Q


     Interest expense increased 64 percent and 56 percent, respectively, for the
three months and six months ended June 30, 1994, compared to the same periods of
1993 as a result of the increase in long-term debt incurred in connection with
the October 1, 1993 acquisition.

     Interest capitalized increased $1.8 million for the three months ended June
30, 1994 and $3.6 million for the six months ended June 30, 1994, when compared
to the same periods in 1993. This increase is primarily due to the increase in
the capitalization of interest on the development of properties in the Gulf of
Mexico.

FUTURE TRENDS

     Both oil and gas production in the three months and six months ended June
30, 1994 were higher than the same periods a year ago. This increase is due in
part to volumes of oil and gas produced from properties acquired from Freeport-
McMoRan Inc. on October 1, 1993. The Company anticipates its oil and gas
production volumes will continue to increase in 1994 as compared to 1993 as a
result of the properties acquired from Freeport-McMoRan Inc. as well as new oil
and gas properties commencing production in 1994.

     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 may do so in the future as a means
of controlling its exposure to price changes. The Company cannot predict the
extent to which its revenues will be affected by inflation, government
regulation, or changing prices.

Page 9


<PAGE>

                                                                    FORM 10-Q


 
                   PART II. OTHER INFORMATION

            ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The information required by this Item 6 (a) is set forth in the Index to
    Exhibits accompanying this quarterly report and is incorporated herein by
    reference.


(b) The Company did not file any reports on Form 8-K during the three months
    ended June 30, 1994.


                                                                      Page 10



<PAGE>


                                                                    FORM 10-Q


                                   SIGNATURE


Pursuant to the requirements 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.
                                       --------------------------------
                                              (Registrant)




Date    August 12, 1994                WM. D. DICKSON
- -----------------------                --------------------------------
                                       WM. D. DICKSON, Vice President-Finance
                                           and Treasurer
                                       (Principal Financial Officer
                                           and Authorized Signatory)


                                                                      Page 11



<PAGE>




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

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


10.1   Amendment No. 2 to the 1988 NonQualified Stock Option
       Plan For Non-Employee Directors of the Registrant
       effective as of July 1, 1993.


10.2   Amendment No. 1 to the Noble Affiliates, Inc. 1992 Stock
       Option and Restricted Stock Plan dated as of July 27, 1993.


                                      E-1








<PAGE>



                           AMENDMENT NO. 2 TO THE
                   1988 NONQUALIFIED STOCK OPTION PLAN
                        FOR NON-EMPLOYEE DIRECTORS
                                    OF
                           NOBLE AFFILIATES, INC.


   Pursuant  to  the  provisions  of  Section  6.02  thereof, the 1988
Nonqualified Stock Option Plan for Non-Employee Directors of Noble
Affiliates, Inc., as amended and restated effective March 17, 1989, and as
further amended effective April 28, 1992 (the "Plan"), is hereby amended in
the following respects only.


   FIRST: Recital B of the Plan is hereby amended by restatement in its
entirety to read as follows:


        B. The purposes of the Plan are to provide to each of the  directors
   of the Company who is not also either an employee or an officer of the
   Company added incentive to continue in the service of the Company and a more
   direct interest in the future success of the operations of the Company by
   granting to such directors options (the "Options", or individually, the
   "Option") to purchase shares of the Company's common stock, $3.33-1/3 par
   value (the "Common Stock"), subject to the terms and conditions described
   below.


   SECOND: Article II of the Plan is hereby amended by restatement in its
entirety to read as follows:


                                ARTICLE II

                              ADMINISTRATION

        The Plan shall be administered by the Board of Directors. The Board of
   Directors shall
 have no authority, discretion or power to select the
   participants who will receive Options, to set the number of shares to be
   covered by each Option, or to set the exercise price or the period within
   which the options may be exercised, or to alter any other terms or
   conditions specified herein, except in the sense of administering the Plan
   subject to the express provisions of the Plan and except in accordance with
   Sections 3.02(a) and 6.02 hereof. Subject to the foregoing limitations, the
   Board of Directors shall have authority and power to adopt such rules and
   regulations and to take such action as it shall consider necessary or
   advisable for the administration of the Plan, and to construe, interpret
   and administer the Plan. The decisions of the Board of Directors relating
   to the Plan shall be final and binding upon the Company, the Holders, as
   defined hereinafter, and all other persons.  No member of the Board of
   Directors shall incur any liability by reason of any action or
   determination made in good faith with respect to the Plan or any stock
   option agreement entered into pursuant to the Plan.



   THIRD: Article IV of the Plan is hereby deleted in its entirety.

   FOURTH: Section 5.01 of the Plan is hereby amended by



<PAGE>



restatement in its entirety to read as follows:

        5.01 Common Stock. The total number of shares of Common Stock as to
   which options may be granted pursuant to the Plan shall be 250,000, in the
   aggregate, except as such number of shares shall be adjusted from and after
   the Effective Date in accordance with the provisions of Section 5.02
   hereof. If any outstanding Option under the Plan shall expire or be
   terminated for any reason before the end of the Option Period, the share's
   of Common Stock allocable to the unexercised portion of such Option may
   again be subject to the Plan. The Company shall, at all times during the
   life of any outstanding Options, retain as authorized and unissued Common
   Stock at least the number of shares from time to time included in the
   outstanding options or otherwise assure itself of its ability to perform
   its obligation under the Plan.


   FIFTH: Section 5.02 of the Plan is hereby amended by restatement in its
entirety to read as follows:


        Section 5.02 Adjustments Upon Changes in Common Stock. In the event
   the Company shall effect a split of the Common Stock or dividend payable
   in Common Stock, or in the event the outstanding Common Stock shall be
   combined into a smaller number of shares, the maximum number of shares as
   to which Options may be granted under the Plan shall be increased or
   decreased proportionately. In the event that before delivery by the
   Company of all of the shares of Common Stock in respect of which any
   Option has been granted under the Plan, the Company shall have effected
   such a split, dividend or combination, the shares still subject to the
   Option shall be increased or decreased proportionately and the purchase
   price per share shall be increased or decreased proportionately so that
   the aggregate purchase price for all the then optioned shares shall
   remain the same as immediately prior to such split, dividend or combination.


        In the event of a reclassification of the Common Stock not covered by
   the foregoing, or in the event of a liquidation or reorganization, including
   a merger, consolidation or sale of assets, the Board of Directors of the
   Company shall make such adjustments, if any, as it may deem appropriate in
   the number, purchase price and kind of shares covered by the unexercised
   portions of Options theretofore granted under the Plan.  The provisions of
   this Section 5.02 shall only be applicable if, and only to the extent that,
   the application thereof does not conflict with any valid governmental
   statute, regulation or rule.


   SIXTH: Section 6.01 of the Plan is hereby amended by restatement in its
entirety to read as follows:


        6.01 Termination of Plan.  The Plan shall terminate whenever the Board
   of Directors adopts a resolution to that effect. If not sooner terminated
   under the preceding sentence, the Plan shall wholly cease and expire at
   the close of business on July 25, 1998.  After termination of the Plan, no
   Options shall be granted under this Plan, but the Company shall continue to
   recognize Options previously granted.


   SEVENTH: Section 6. 02 of the Plan is hereby amended



<PAGE>


by restatement in its entirety to read as follows:


        6.02 Amendment of Plan.  Subject to the limitations set forth in this
   Section 6.02, the Board of Directors may from time to time amend, modify,
   suspend or terminate the Plan.  No such amendment, modification,
   suspension or termination shall (a) impair any options theretofore
   granted under the Plan or deprive any Holder of any shares of Common Stock
   which he might have acquired through or as a result of the Plan, or (b) be
   made without the approval of the shareholders of the Company where such
   change would (i) increase the total number of shares of Common Stock
   which may be granted under the Plan or decrease the purchase price under
   the Plan (other than as provided in Section 5.02 hereof), (ii) materially
   alter the class of persons eligible to be granted options under the Plan
   (iii) materially increase the benefits accruing to Holders under the Plan
   or (iv) extend the term of the Plan or the Option Period. Notwithstanding
   any other provision of this Section 6.02, in accordance with Rule
   16b-3(c)(2)(ii)(B), the provisions of the Plan governing the matters
   described in Rule 16b-3(c)(2)(ii)(A) shall not be amended more than once
   every six months, other than to comport with changes in the Code, the
   Employee Retirement Income Security Act of 1974, as amended, or the rules
   thereunder.


   EIGHTH: Section 6.04 of the Plan is hereby amended by restatement in its
entirety to read as follows:


        6.04 Effectiveness. This Plan shall become effective as of the
   Effective Date, subject to the conditions stated in the following sentence.
   This Plan and each Option granted or to be granted hereunder is conditional
   on and shall be of no force and effect, and no Option shall be exercised,
   unless and until, (a) shareholder approval of the Plan by the affirmative
   votes of the holders of a majority of the shares of Common Stock present,
   or represented, and entitled to vote at a meeting of shareholders duly
   held not later than the date of the next annual meeting of shareholders
   and (b) receipt by the Company of a favorable response from the staff of
   the Securities and Exchange Commission to the Company's position to the
   effect that (i) the Plan will meet the requirements of Rule 16b-3 and (ii)
   the receipt of Options under the Plan by non-employee directors will not
   prohibit them from continuing to be "disinterested persons" within the
   meaning of paragraphs (b) and (d)(3) of Rule 16b-3 with respect to the
   Company's employee stock option plans.


   IN WITNESS WHEREOF, this Amendment has been executed this 27th day of
July, 1993, to be effective as of July 1, 1993.



                                     NOBLE AFFILIATES, INC.


                                     By:
                                         Robert Kelley
                                         Chairman of the Board
                                         President and Chief
                                         Executive officer







<PAGE>




                           AMENDMENT NO. 1 TO THE
                           NOBLE AFFILIATES, INC.
                           1992 STOCK OPTION AND
                           RESTRICTED STOCK PLAN



   Pursuant to the provisions of Section 15 thereof, the Noble Affiliates,
Inc., 1992 Stock Option and Restricted Stock Plan (the "Plan"), is hereby
amended in the following respects only:


   FIRST: Section 9(a)(i) of the Plan is hereby amended by restatement in
its entirety to read as follows:

        (i) All rights to exercise an Option and any SARs that relate to such
   option shall, subject to the provisions of subsection (c) of this Section 9,
   terminate three months after the date the Optionee ceases to be employed
   by at least one of the employers in the group of employers consisting of
   the Company and its Affiliates, for any reason other than death or
   becoming disabled (within the meaning of Section 22(e)(3) of the Code),
   except that, in the event of the termination of employment of the
   Optionee on account of (a) fraud or intentional misrepresentation, or (b)
   embezzlement, misappropriation or conversion of assets or opportunities
   of the Company or its Affiliates, the Option and any SARs that relate to
   such Option shall thereafter be null and void for all purposes.
   Employment shall not be deemed to have ceased by reason of the transfer
   of employment,
 without interruption of service, between or among the
   Company and any of its Affiliates.


   SECOND: Section 9(a) of the Plan is hereby amended by deleting clause (iii)
thereof.


   THIRD: Section 10 of the Plan is hereby amended by restatement in its
entirety to read as follows:


        Section 10. Options and SARs Not Transferable.  No Option or any SARs
   that relate to such Option shall be transferable by the Optionee otherwise
   than by will or the applicable laws of descent and distribution or
   pursuant to a qualified domestic relations order as defined by the Code
   or Title I of the Employee Retirement Income Security Act of 1974,  as
   amended, or the rules thereunder.

   FOURTH: Section 20(a) of the Plan is hereby amended by restatement in its
entirety to read as follows:

        (a) Subject to the provisions of Section 14 of the Plan, the
   Committee may from time to time, in its sole and absolute discretion,
   award Shares of Restricted Stock to such persons as it shall select from
   among those persons who are eligible under Section 5 of the Plan to
   receive awards of Restricted Stock.  Any award of Restricted Stock shall
   be made from shares subject hereto as provided in Section 4 of the Plan.

   IN WITNESS WHEREOF, this Amendment has been executed this 27th day of July,
1993.



<PAGE>


                                   NOBLE AFFILIATES, INC.


                                   By:
                                      Robert Kelley
                                      Chairman of the Board
                                      President and Chief
                                      Executive Officer