<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 September 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 OFFICE)                    (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 October 28, 1994:
49,985,259

                                                              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)
                                                  SEPTEMBER 30,  DECEMBER 31,
                                                      1994          1993
                                                  ------------   -----------
<S>                                               <C>            <C>
ASSETS:
Current Assets:
  Cash and short-term cash investments .........  $   44,784     $  176,432
  Accounts receivable-trade ....................      48,293         66,314
  Materials and supplies inventories ...........       3,706          3,302
  Other current assets .........................      18,186         10,516
                                                   ---------       --------

  Total Current Assets .........................     114,969        256,564
                                                   ---------      ---------


Property, Plant and Equipment ..................   1,592,253      1,487,068
  Less:  accumulated depreciation,
         depletion and amortization ............    (762,104)      (692,463)
                                                   ---------      ---------

                                                     830,149       794,605

Other Assets ...................................      20,171        16,827
                                                   ---------      ---------

  Total Assets .................................  $  965,289     $1,067,996
                                                   ---------     ----------
                                                   ---------     ----------
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current Liabilities:
  Accounts payable .............................  $   64,844     $   29,354
  Other current liabilities ....................      25,245         19,241
  Short-term borrowing .........................                     95,600
  Income taxes .................................       3,843          2,343
                                                   ---------     ----------

  Total Current Liabilities ....................      93,932        146,538
                                                   ---------     ----------

Deferred Income Taxes ..........................      59,013         45,108

Other Deferred Credits and
  Noncurrent Liabilities .......................      10,446          7,158

Long-term Debt .................................     376,947        453,760

Shareholders' Equity:
  Common stock .................................     171,697        171,535
  Capital in excess of par value ...............     141,211        140,703
  Retained earnings ............................     127,461        118,612
                                                   ---------     ----------
                                                     440,369        430,850
  Less common stock in treasury
    (at cost, 1,524,900 shares) ................     (15,418)       (15,418)
                                                  ----------     ----------
  Total Shareholders' Equity ...................     424,951        415,432
                                                  ----------     ----------
  Total Liabilities and Shareholders' Equity ...  $  965,289     $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>
                                               NINE MONTHS ENDED SEPTEMBER 30,
                                               -------------------------------
                                                     1994           1993
                                                  ---------       ---------
<S>                                              <C>              <C>
REVENUES:
  Oil and gas sales and royalties ...............  $238,745        $194,374
  Gathering, marketing and processing revenues ..    27,372
  Other income ..................................     6,897           6,153
                                                    -------        --------

                                                    273,014         200,527
                                                   --------         -------

COSTS AND EXPENSES:
  Oil and gas operations ........................    56,120          54,502
  Oil and gas exploration .......................    32,960          25,245
  Gathering, marketing and processing costs .....    26,862
  Depreciation, depletion and  amortization .....    93,371          66,212
  Selling, general and administrative ...........    27,296          23,466
  Interest expense ..............................    19,525          12,557
  Interest capitalized ..........................    (6,006)         (3,076)
                                                    -------        --------

                                                    250,128         178,906
                                                    -------        --------

INCOME BEFORE INCOME TAXES ......................    22,886          21,621

INCOME TAX PROVISION ............................     8,041(1)        8,866(1)
                                                    -------        --------

NET INCOME ......................................  $ 14,845        $ 12,755
                                                    -------        --------
                                                    -------        --------

NET INCOME PER SHARE ............................  $    .30(2)     $    .27(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 SEPTEMBER 30,
                                               --------------------------------
                                                    1994             1993
                                                  --------         --------
<S>                                               <C>              <C>
REVENUES:
  Oil and gas sales and royalties ............... $ 76,850         $ 63,356
  Gathering, marketing and processing revenues ..   18,889
  Other income ..................................    1,702              990
                                                  --------         --------
                                                    97,441           64,346
                                                  --------         --------

COSTS AND EXPENSES:
  Oil and gas operations ........................   19,623           17,614
  Oil and gas exploration .......................   15,390            6,723
  Gathering, marketing and processing costs .....   18,477
  Depreciation, depletion and amortization ......   28,931           23,680
  Selling, general and administrative ...........    8,445            6,964
  Interest expense ..............................    5,235            3,370
  Interest capitalized ..........................   (1,820)          (2,525)
                                                  --------         --------

                                                    94,281           55,826
                                                  --------         --------

INCOME BEFORE INCOME TAXES ......................    3,160            8,520

INCOME TAX PROVISION ............................    1,109(1)         4,255(1)
                                                  --------         --------

NET INCOME ...................................... $  2,051         $  4,265
                                                  --------         --------
                                                  --------         --------

NET INCOME PER SHARE ............................ $    .04(2)      $    .09(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>
                                                                                          NINE MONTHS ENDED SEPTEMBER 30,
                                                                                          -------------------------------
                                                                                            1994                1993
                                                                                          ---------           ----------
<S>                                                                                       <C>                 <C>
Cash Flows from Operating Activities:
  Net income ..........................................................................    $ 14,845           $  12,755
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation, depletion and amortization ..........................................      93,371              66,212
    Amortization of undeveloped lease costs, net ......................................       4,955               9,812
    Increase (decrease) in deferred income taxes ......................................      13,905               2,235
    Increase (decrease) in other deferred credits .....................................       3,288               1,317
    Change in other assets and other noncash items, net ...............................      (3,206)              4,269
  Changes in working capital, not including cash:
    (Increase) decrease in accounts receivable ........................................      18,021              12,511
    (Increase) decrease in other current assets and inventories .......................      (8,074)               (818)
    Increase (decrease) in accounts payable ...........................................      35,490               4,180
    Increase (decrease) in other current liabilities ..................................       7,504               6,340
                                                                                           --------            --------
Net Cash Provided by Operating Activities .............................................     180,099             118,813
                                                                                           --------            --------

Cash Flows From Investing Activities:
  Capital expenditures ................................................................    (135,445)           (172,746)
  Proceeds from sale of property, plant and equipment .................................       1,624              10,957
                                                                                           --------            --------

Net Cash Provided by (Used in) Investing Activities ...................................    (133,821)           (161,789)
                                                                                           --------            --------

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 ...........................................................         670               4,289
  Cash dividends ......................................................................      (5,996)             (5,769)
  Retirement of convertible debt ......................................................                          (1,845)
                                                                                           --------            --------
Net Cash Used in Financing Activities .................................................    (177,926)             (3,325)
                                                                                           --------            --------

Increase (Decrease) in Cash and Short-term Cash Investments ...........................    (131,648)            (46,301)

Cash and Short-term Cash Investments at Beginning of Period ...........................     176,432             118,726
                                                                                           --------            --------

Cash and Short-term Cash Investments at End of Period .................................   $  44,784           $  72,425
                                                                                           --------            --------
                                                                                           --------            --------

Supplemental Disclosures of Cash Flow Information:
  Cash paid during the period for:
  Interest (net of amount capitalized) ................................................   $  10,625           $   3,463
  Income taxes (net of refund) ........................................................   $      84           $   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 September 30, 1994 and December 31, 1993, and
the results of operations for the three month and nine month periods ended
September 30, 1994 and 1993 and the cash flows for the nine month periods ended
September 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


<TABLE>
<CAPTION>
     For the nine months ended September 30:
                                                              (IN THOUSANDS)
                                                       -------------------------
                                                         1994         1993
                                                         ----         ----
     <S>                                               <C>          <C>
     Current .......................................   $(5,864)     $ 9,669
     Deferred ......................................    13,905         (803)
                                                       -------      -------
                                                       $ 8,041      $ 8,866
                                                       -------      -------
                                                       -------      -------

<CAPTION>
     For the three months ended September 30:
                                                            (IN THOUSANDS)
                                                       -------------------------
                                                         1994         1993
                                                         ----         ----
     <S>                                               <C>          <C>
     Current .......................................   $(2,379)     $ 3,706
     Deferred ......................................     3,488          549
                                                       -------      -------
                                                       $ 1,109      $ 4,255
                                                       -------      -------
                                                       -------      -------
</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 nine months ended September 30 .........   49,959       47,487
     For the three months ended September 30 ........   49,982       49,858
</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 $180.1 million in
the nine months ended September 30, 1994 from $118.8 million in the same period
of 1993. Cash and short-term cash investments decreased from $176.4 million at
December 31, 1993 to $44.8 million at September 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 borrowings of $48 million under its bank credit line to complete the
redemption. The Company expects to reduce its 1994 interest expense by
approximately $7.5 million as a result of this redemption.

     The Company expended approximately $135.4 million of its $190.5 million
capital budget through September 30, 1994 and currently plans to expend all of
its remaining capital budget in the remainder of the year. The Company estimates
that through September 30, 1994, it has added new gas reserves sufficient to
replace its estimated gas production of 100 billion cubic feet for 1994.
Additionally, the Company estimates that through September 30, 1994, it has also
added enough oil and gas reserves on an equivalent barrel basis to exceed its
estimated oil and gas production of 25 million equivalent barrels for 1994.  The
Company believes it can fund internally its remaining capital budget.  The
Company believes it is positioned to access external sources of funding should
it be necessary or desirable in connection with an acquisition.

     The Company's current ratio (current assets divided by current liabilities)
was 1.2 at September 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 shareholders' equity) at September 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 $14.0 million at
September 30, 1994 and $12.9 million at December 31, 1993. Gas imbalance
liabilities were $10.8 million at September 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 third quarter of 1994, the Company recorded net income of $2.1
million, or 4 cents per share, compared to net income of $4.3 million, or 9
cents per share, in the third quarter of 1993.  During the first nine months of
1994, the Company recorded net income of $14.8 million, or 30 cents per share,
compared to net income of $12.8 million, or 27 cents per share, in the first
nine months of 1993.

     Noble Gas Marketing, Inc. (NGM), a wholly owned subsidiary of the Company,
started marketing the Company's natural gas in June 1994. NGM has sold $27.4
million of third party gas through September 30, 1994. 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 have been eliminated.

     Gas sales, excluding third party sales by NGM, increased 12 percent and 34
percent, respectively, for the three months and nine months ended September 30,
1994. The increase in revenues is primarily due to a 33 percent increase in
average daily production, offset by a 15 percent decrease in average gas price
for the three months ended September 30, 1994 and a 34 percent increase in
average daily production with a flat average gas price for the nine months ended
September 30, 1994.

Page 7

<PAGE>

                                                                       FORM 10-Q

     Oil revenues increased 33 percent for the three months ended September 30,
1994, compared to the same period of 1993. The increase in revenues is primarily
due to a 27 percent increase in average daily production due in part to
properties acquired from Freeport-McMoRan in October of 1993. Average oil prices
increased 4 percent.

     Oil revenues increased 9 percent for the nine months ended September 30,
1994, compared to the same period of 1993.  Average daily oil production
increased 25 percent due in part to properties acquired from Freeport-McMoRan in
October of 1993. The oil production increase was offset in part by an average
oil price decrease of 13 percent.

      The marketing of natural gas results in price risk due to a fixed supply
cost and a variable market or, conversely, a variable supply cost and a fixed
market. NGM employs various hedging techniques to lock in profits or limit its
exposure to price risk. The Company had no oil or gas hedges in place, or any
hedge related deposits, at December 31, 1993. The Company would be required to
pay $70,000 in excess of the carrying value to terminate the contracts at
September 30, 1994. These contracts represent approximately 41,000 MBTU's
(thousand British thermal unit) per day for its October production at prices
ranging from $1.33 to $1.42.

     Certain selected gas and oil operating statistics follow:


<TABLE>
<CAPTION>
                                        FOR THE THREE MONTHS               FOR THE THREE MONTHS
                                        ENDED SEPTEMBER 30,                ENDED SEPTEMBER 30,
                                     -----------------------            -----------------------
                                         1994         1993               1994            1993
                                       --------     --------           --------        --------
<S>                                  <C>           <C>                 <C>             <C>
Gas revenues  (in thousands) ......    $ 39,670     $ 35,528           $139,846        $104,706
Average daily gas - MCF ...........     243,399      183,607            255,616         190,708
Average gas price per MCF .........    $   1.83     $   2.15           $   2.05        $   2.05
Oil revenues (in thousands) .......    $ 34,499     $ 25,983           $ 91,886        $ 84,072
Average daily oil - BBLS ..........      23,297       18,402             23,000          18,420
Average oil price per BBL .........    $  16.26     $  15.60           $  14.74        $  17.03
</TABLE>


BBLS - BARRELS
MCF - THOUSAND CUBIC FEET

     Oil and gas operations expense decreased $.57 and $.84, 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 nine months ended September 30, 1994, as
compared to the same periods of 1993. Properties acquired from Freeport-McMoRan
Inc. in 1993 increased oil and gas operations expense for the first nine months
of 1994 by approximately $7.2 million, compared to the same period of 1993.
However, a decline in expensed workovers in 1994 decreased oil and gas
operations expense approximately $1.0 million compared to the same period of
1993, and the effect of the sale of certain non-core properties in 1993
decreased oil and gas operations expense in 1994 by $.6 million compared to the
same period of 1993. Oil and gas operations expenses on foreign properties
decreased $2.1 million in 1994 compared to the first nine months of 1993 due to
sale of Indonesian properties.

     Oil and gas exploration expense increased 129 percent, or $8.7 million, for
the three months ended September 30, 1994, compared to the same period in 1993.
The increase resulted in part from a $8.3 million increase in dry hole expense
and a $.5 million increase in seismic expense offset by a $.7 million decrease
in undeveloped lease impairment. Oil and gas exploration expense for the first
nine months of 1994 increased 31 percent, or $7.7 million, compared with the
first nine months of 1993. The increase resulted in part from a $10.4 million
increase in dry hole expense and a $2.2 million increase in seismic expense
offset by a $4.8 million decrease in undeveloped lease impairment.

     Depreciation, depletion and amortization (DD&A) expense increased 22
percent and 41 percent, respectively, for the three months and nine months ended
September 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 $5.21 for the first
nine months of 1994 compared to $4.83 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 55 percent for both the three months and nine
months ended September 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 decreased $.7 million for the three months ended
September 30, 1994 when compared to the same period of 1993. The decrease
resulted from the completion of several major projects on which the Company has
been capitalizing interest. Interest capitalized increased $2.9 million for the
nine months ended September 30, 1994, when compared to the same period 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 nine months ended
September 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 September 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  November 14, 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
- - - ------------                         -------                        ------------

  27.1                               Financial Data Schedule.







<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                          44,784
<SECURITIES>                                         0
<RECEIVABLES>                                   48,293
<ALLOWANCES>                                         0
<INVENTORY>                                      3,706
<CURRENT-ASSETS>                               114,969
<PP&E>                                       1,592,253
<DEPRECIATION>                                 762,104
<TOTAL-ASSETS>                                 830,149
<CURRENT-LIABILITIES>                           93,932
<BONDS>                                        376,947
<COMMON>                                       171,697
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                     253,254
<TOTAL-LIABILITY-AND-EQUITY>                   965,289
<SALES>                                        238,745
<TOTAL-REVENUES>                               273,014
<CGS>                                                0
<TOTAL-COSTS>                                  230,603
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              19,525
<INCOME-PRETAX>                                 22,886
<INCOME-TAX>                                     8,041
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    14,845
<EPS-PRIMARY>                                      .30
<EPS-DILUTED>                                        0
        

</TABLE>