<PAGE>

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

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


      (Mark One)                   FORM 10-K

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

                 FOR THE FISCAL YEAR ENDED DECEMBER 31, 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                             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
13, 1995:  $1,126,680,498.

      Number of shares of Common Stock outstanding as of March 13, 1995:
50,024,356.

                      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)   1994 annual report to the shareholders - Parts I and II.
      (2)   Proxy statement for the 1995 annual meeting of shareholders -

Part III.



<PAGE>


                              TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             PAGE
                                                                             ----

                                    PART I
<S>      <C>                                                                 <C>
Item 1.  Business...........................................................  1
         General............................................................  1
         Oil and Gas........................................................  1
           Exploration Activities...........................................  1
           Acquisitions.....................................................  4
           Production Activities............................................  4
           Marketing........................................................  4
           Regulation and Risks.............................................  5
           Competition......................................................  6
         Employees..........................................................  6

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

Item 3.  Legal Proceedings.................................................. 11

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

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

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

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

Item 7.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations........................................ 13

Item 8.  Financial Statements and Supplementary Data........................ 13

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

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

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

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

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

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

</TABLE>


                                      (i)


<PAGE>



                                   PART I


ITEM 1.  BUSINESS.

GENERAL

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

OIL AND GAS

    The Registrant's wholly owned subsidiary, Samedan Oil Corporation
("Samedan"), has been engaged in the exploration for and production of oil and
gas since 1932. Samedan conducts its exploration and production operations
throughout the major basins in the United States, including the Gulf of Mexico,
and in foreign jurisdictions, primarily in Canada and Africa. For information
regarding Samedan's oil and gas properties, see "Item 2 - Properties - Oil and
Gas" on pages 7 through 11 of this report. The Registrant's wholly owned
subsidiary, Noble Gas Marketing, Inc. ("NGM"), markets the Company's natural gas
as well as third-party gas. For more information regarding NGM's operations,
see "Item 1 - Business - Oil and Gas - Marketing" on pages 4 and 5 of this
report.

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

    EXPLORATION ACTIVITIES

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

    Samedan has been engaged in exploration and development of oil and gas
reserves in federal and state waters offshore Texas and Louisiana since 1968 and
has remained active in these areas of the Gulf of Mexico throughout the past 26
years during which it has drilled, or participated in the drilling of (through
December 31, 1994), 649 gross wells. In 1994, Samedan drilled or participated
in the drilling of 23 exploratory wells (9.9 net) and 31 development wells (13.5
net) in federal and state waters offshore Texas and Louisiana. Of the 54 gross
wells drilled, 36 (16.5 net) were completed as productive wells and 18 (6.9 net)
were abandoned as dry holes. The Registrant intends to remain active in these
areas of the Gulf of Mexico. As of December 31, 1994, the Registrant had 73
undrilled leases in the Gulf of Mexico, with expiration dates ranging from 1995
to 1999, in which the Registrant currently intends to conduct future exploration
activities.

    The following paragraphs in this "Exploration Activities" section describe
significant domestic activities in 1994.

    GULF OF MEXICO.  Samedan drilled four wells on its Vermilion 371/362
leases. The Vermilion 362 #2 logged 142 feet of gas pay in five zones. The
well tested 19.5 million cubic feet of gas and 1,642 barrels of condensate per
day out of two zones perforated. The Vermilion 362 #3 well logged 42 feet of
gas and condensate pay in three zones. The well was not tested. The Vermilion
371 #3 well logged 118 feet of gas pay in four zones. The Vermilion 371 #4 well
logged 70 feet of gas pay in five zones.

    In August 1994, Samedan installed the platform and production facilities on
its East Cameron 331/332 complex. The East Cameron 331 #6 well was drilled to
test a separate fault block. The well encountered approximately 68 feet of oil
and gas pay in four zones as determined from electric logs and sidewall cores.
Production commenced from the platform in October 1994 upon completion of the
first well. At year end 1994,

                                      1



<PAGE>

the Company had completed three wells which were producing approximately 43
million cubic feet of gas and 2,400 barrels of oil per day. All of the wells
are expected to be completed by the end of the first quarter of 1995. It is
projected that daily production from the field will be approximately 100 million
cubic feet of gas and 10,000 barrels of oil per day.

    In August 1994, Samedan installed a nine slot platform and production
facilities on its 100 percent owned High Island A-547 lease, offshore Texas.
Completion operations are expected to commence on the four wells connected to
the platform during the first quarter of 1995. The production facilities on the
platform are currently capable of handling 50 million cubic feet of gas and 500
barrels of condensate per day.

    Samedan drilled a gas discovery on High Island A-231, offshore Texas. The
Sidetrack #2 well encountered 19 feet of pay in a lower zone, 25 feet of pay in
an intermediate zone, and 16 feet of pay in an upper zone. Samedan owns the
full working interest in the upper and lower zones and an 80 percent working
interest in the intermediate zone. Production from the well commenced in
November 1994 at the rate of 4.1 million cubic feet of gas and 25 barrels of
condensate per day.

    Offshore Louisiana, Samedan participated with a 35 percent working interest
in a gas and condensate discovery on Eugene Island 72. The well was drilled to
17,400 feet and logged 73 net feet of gas pay. The well tested 12.4 million
cubic feet of gas and 288 barrels of condensate per day through a 16/64 inch
choke with 7,090 pounds of flowing tubing pressure. Production facilities are
expected to be installed and production commence from the field during the first
quarter of 1995.

    Samedan drilled a third well on its Vermilion 332 lease during the year
after acquiring the offset lease, Vermilion 333, at a federal sale in 1994. The
well logged 25 feet of oil pay and was not tested. The previous two wells,
drilled during 1993, tested oil at rates between 576 and 739 barrels per day.
Installation of a platform on the field is expected in September 1995. First
production is expected to be sold during the fourth quarter of 1995.

    During 1994, Samedan participated in drilling wells on two separate deep
water prospects. The Garden Banks 240 #3 well, in which the Company owns a 66.7
percent working interest, was drilled in 830 feet of water, offshore Louisiana.
The well encountered approximately 145 feet of gas pay in three zones. Current
development plans call for installation of a subsea wellhead with production
flowing to a nearby platform. Initial production is expected to commence in
September 1995 at an estimated rate of 25 million cubic feet of gas and 150
barrels of condensate per day.

    Samedan also participated with a 25 percent working interest in drilling the
Green Canyon 136 #6 well in 850 feet of water. The well logged 131 feet of gas
pay and tested 26.8 million cubic feet of gas per day through a 42/64 inch
choke.

    Samedan participated in drilling various successful wells from existing
platforms, including activity at Main Pass 305/306 (two wells at 100 percent
working interest), High Island A-270 (four wells at 7.5 percent working
interest), East Cameron 148 (one well at 26 percent working interest), High
Island 21 (one well at 15 percent working interest), West Cameron 593 (one well
at 28 percent working interest) and Brazos A-52 (one well at 50 percent working
interest).

    During 1994, Samedan commenced oil and gas production from the following
fields: South Timbalier 68, South Marsh Island 232, Ship Shoal 315, Brazos
531/552 and Brazos A-52 B and F platforms.

    DOMESTIC ONSHORE.  Samedan participated in drilling 79 wells in the
Niobrara formation on acreage located in northeastern Colorado, with an average
working interest of 77 percent. Seventy wells were completed as gas wells,
resulting in an 89 percent success ratio.

    Samedan continued to actively exploit new oil reserves inside its waterflood
units and on adjacent leases. In Southern Oklahoma, nine wells were drilled in
the Company's Wildcat Jim Penn Unit (75 percent working interest), and 10 wells
were drilled on adjacent leases, with working interests ranging from 65 to 100
percent.

                                      2


<PAGE>

    Samedan acquired 2,560 net acres and 16 producing oil wells in order to form
its Mohler Waterflood Prospect, in Meade County, Kansas. Samedan owns the full
working interest and has received all necessary approvals to install a secondary
oil recovery project. Work is underway to convert certain wells into water
injection wells and install flowlines, tanks and other equipment needed to
successfully recover additional oil reserves. The Company expects to obtain
peak oil response to the water injection program during early 1997.

    In Gaines County, Texas, Samedan drilled ten additional wells in its 58
percent owned South Central Robertson Waterflood Unit. The wells added an
estimated 900 barrels of production per day to the unit, bringing total unit oil
production up to 3,400 barrels per day.

    In Vermilion Parish, Louisiana, Samedan participated in the Trahan #1 well,
a 17,500 foot exploratory well, with a 13 percent working interest. The well
logged 63 feet of gas and condensate pay in two zones. Additional drilling is
planned for the prospect during 1995.

    The Company participated in ten exploratory wells in California, resulting
in five discoveries. Included in those discoveries are the Bertao #1-30 well,
which logged 40 feet of Blewett gas pay at approximately 6,250 feet; the Merritt
Island #1 well, which logged seven feet of Winters pay and tested two million
cubic feet of gas per day; and the Dodd #2-14 well, which tested three million
cubic feet of gas per day out of 30 feet of Blewett pay. Additional exploratory
drilling is expected in California during 1995.

    In Beckham County, Oklahoma, Samedan participated with a 27.5 percent
working interest in the Silk #1-6 well. The exploratory well logged
approximately 250 feet of Granite Wash pay in multiple zones. During the fourth
quarter of 1994, the well was tested at pre-frac rates of 1.9 million cubic feet
of gas and 48 barrels of oil per day. The Company expects to participate in
additional drilling on the prospect in 1995.

    The following paragraphs in this "Exploration Activities" section describe
significant international activities in 1994.

    CANADA.  During 1994, Samedan Oil of Canada, Inc., a wholly-owned
subsidiary of Samedan ("Samedan-Canada"), participated in 20 exploratory wells
(10.3 net) and 12 development wells (3.2 net) with interests ranging from 14 to
100 percent. A total of 15 wells (6.8 net) were successfully completed in 1994.

    In 1994, Samedan-Canada participated with a 14 percent working interest in
drilling five horizontal wells in the Meekwap oil field in Alberta Province.
The wells added an approximate 2,000 barrels of oil per day to the unit
production, bringing total daily production to 4,000 barrels.

    TUNISIA.  During 1994, Samedan of Tunisia, Inc., a wholly-owned subsidiary
of Samedan ("Samedan-Tunisia"), participated in one exploratory well (.50 net).
A delineation well was drilled on Samedan-Tunisia's 50 percent owned Isis
concession. The Isis #6 well encountered approximately 85 feet of pay and
tested at unstabilized rates up to 3,811 barrels of oil per day.
Samedan-Tunisia did not gain sufficient confidence in the size of the reservoir
to proceed with a development plan and, accordingly, wrote off the cost of the
well which was approximately $7 million net to Samedan-Tunisia's interest.

    Samedan-Tunisia began the drilling of the Zelfa #1 well, located 11 miles
offshore, in 190 feet of water to a total depth of 10,270 feet. The Zelfa #1
well was not finalized until 1995 and was not considered a 1994 well. Three
zones, ranging from 51 to 112 feet, tested oil at a combined rate of 4,540
barrels per day. Subject to partner approval and rig availability, the Company
plans to proceed with additional delineation drilling in 1995.

    During the year, the Tazerka oil field, which Samedan-Tunisia operates,
produced an average of 1,778 barrels of oil per day (622 net to Samedan-Tunisia)
from five wells. Production from the field is stored in a floating production
and storage unit, capable of holding 1.4 million barrels of oil, anchored on the
property.

    WEST AFRICA.  Samedan of North Africa, Inc., a wholly-owned subsidiary of
Samedan ("Samedan-North Africa"), owns a 30 percent working interest in the Alba
Field located in a 500,000 gross acre contract area northwest of Bioco Island in
the Atlantic Ocean offshore Equatorial Guinea. During 1994, production from the
Alba

                                      3


<PAGE>

Field averaged 4,980 barrels of condensate per day from two wells. The field
was shut-in or curtailed for several periods due to mechanical problems either
with the wellhead or production facilities. At year end 1994, the field was
producing approximately 6,800 barrels of condensate per day. Samedan-North
Africa did not engage in any drilling during 1994.

    INDONESIA.  In April 1994, Samedan Oil of Indonesia, Inc., a wholly-owned
subsidiary of Samedan ("Samedan-Indonesia"), sold its 15 percent working
interest in a permit covering approximately 747,000 gross acres in the East Java
Sea, offshore Indonesia. The oil reserves and related costs attributable to the
Company's interest in the Camar Field were essentially written off during 1993.

    ACQUISITIONS

    During 1994, Samedan purchased proved producing properties in the Gulf of
Mexico, onshore United States, and Canada. Samedan spent approximately $6.1
million on these properties compared with $418.5 million in 1993. Two of the
1993 transactions, totaling $405 million, were purchases of proved oil and gas
properties from Freeport-McMoRan, Inc. ("Freeport-McMoRan") and FM Properties
Operating Co. ("FMPO"). In July 1993, Samedan acquired from Freeport-McMoRan
and FMPO for $100 million all their interest in East Cameron blocks 320, 331 and
332, located in federal waters offshore Louisiana. In October 1993, Samedan
acquired substantially all the remaining oil and gas properties from FMPO for
$305 million, which included 40 producing blocks in the Gulf of Mexico and three
oil and gas fields onshore in the United States.

    Also in 1994, Samedan spent $10.4 million on acquisitions of unproved
properties. These properties were acquired primarily through domestic onshore
lease acquisitions, various offshore lease sales and Canadian land sales.

    PRODUCTION ACTIVITIES

    As of December 31, 1994, Samedan owned approximately 1,915 net producing oil
and gas wells in the United States and Canada and approximately 3.4 net
producing oil and gas wells in other foreign jurisdictions. Net production of
oil (including condensate and natural gas liquids), excluding royalty sales,
totaled 8,081,047 bbls in 1994 compared to 6,916,767 bbls in 1993. Net
production of natural gas, excluding royalty sales, totaled 87,729,371 Mcf in
1994 compared to 75,139,423 Mcf in 1993.

    Samedan operates approximately 31.4 percent of the gross oil and gas wells
in which it has an interest, with the remainder operated by others under
operating agreements customarily used in the industry.

    MARKETING

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

    Samedan has a gas sales contract with NGM, whereby Samedan is paid an index
price for all gas sold to NGM. NGM records sales, including hedging
transactions, as gathering, marketing and processing revenues. NGM records as
cost of sales in gathering, marketing and processing costs, the amount paid to
Samedan and third parties. All intercompany sales and costs have been
eliminated.

    Oil produced by the Company is sold to various purchasers in the United
States, Canada and other foreign locations at various prices depending on the
location and quality of the oil. The Company has no long-term contracts with
purchasers of its oil production. Crude oil and condensate are distributed
through pipelines and trucks to gatherers, transportation companies and end
users. In order to manage its exposure to price risks, the

                                      4


<PAGE>

Company from time to time enters into hedging transactions, including crude oil
and natural gas futures swap contracts.

    Oil prices are affected by a variety of factors that are beyond the control
of the Company. The principal factors influencing the prices received by
producers of domestic crude oil continue to be the pricing and production of the
members of the Organization of Petroleum Exporting Countries. The Company's
average per barrel oil price decreased from $18.68 in 1992 to $15.91 in 1993 to
$14.90 in 1994. The Company's average oil prices for 1992 and 1993 reflected
additional amounts per barrel of $0.33 and $0.02, respectively, from hedging oil
production. The Company did not hedge any of its oil production during 1994.

    Substantial competition in the natural gas marketplace continued in 1994.
Gas prices, which were once determined largely by governmental regulations, are
now being influenced to a greater extent by the marketplace. The average price
per Mcf realized by the Company was $1.81 in 1992, $2.10 in 1993 and $1.97 in
1994. The Company's average gas prices for 1992 and 1993 reflected reductions
of $0.045 and $0.048 per Mcf, respectively, from hedging natural gas production.
The Company did not hedge any of its gas production during 1994, but did through
its marketing subsidiary, NGM, hedge approximately 27,000 MMBtu's per day during
the second half of 1994 at prices ranging from $1.33 to $1.92 per MMBtu.

    The largest single customer for the Company's oil in 1994 purchased
approximately 15 percent of its oil production, and the five largest purchasers
accounted for approximately 55 percent of total oil production. The largest
single customer for the Company's gas in 1994 purchased approximately 19 percent
of its gas production, and the five largest purchasers accounted for
approximately 33 percent of total gas production. The Company does not believe
that the loss by the Company of a major oil or gas customer would have a
material adverse effect on the Company.

    REGULATION AND RISKS

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

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

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

    ENVIRONMENTAL MATTERS.  As a developer, owner and operator of oil and gas
properties, Samedan is subject to various federal, state, local and foreign
country laws and regulations relating to the discharge of materials into, and
the protection of, the environment. The release or discharge of oil from
Samedan's domestic onshore or offshore facilities could subject Samedan to
liability under federal laws and regulations, including the Oil Pollution

                                      5


<PAGE>

Act of 1990, the Outer Continental Shelf Lands Act and the Clean Water Act, for
pollution cleanup costs, damage to the environment, civil or criminal penalties,
and orders or injunctions requiring the suspension or cessation of operations in
affected areas. The liability under these laws for a substantial release or
discharge of oil, subject to certain specified limitations on liability, may be
extraordinarily large. If any oil pollution was caused by willful misconduct,
willful negligence or gross negligence, or was caused primarily by a violation
of federal regulations, such limitations on liability may not apply. Certain of
Samedan's facilities are subject to regulations of the United States
Environmental Protection Agency, including regulations that require the
preparation and implementation of spill prevention control and countermeasure
plans relating to the possible discharge of oil into navigable water.

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

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

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

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

    COMPETITION

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

    The availability of a ready market for Samedan's oil and gas production
depends on numerous factors beyond its control, including the level of consumer
demand, the extent of worldwide oil and gas production, the costs and
availability of alternative fuels, the costs of and proximity of pipelines and
other transportation facilities, regulation by state and federal authorities and
the costs of complying with applicable environmental regulations.

EMPLOYEES

    The total number of employees of the Company increased from 518 at December
31, 1993 to 521 at December 31, 1994.

                                      6


<PAGE>


I
TEM 2. PROPERTIES.

OFFICES

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

OIL AND GAS

    The estimated proved and proved developed oil and gas reserves of Samedan,
as of December 31, 1994, 1993 and 1992 and the standardized measure of
discounted future net cash flows attributable thereto at December 31, 1994, 1993
and 1992 are included in Note 10 of Notes to Consolidated Financial Statements
appearing on pages 34 through 37 of the Registrant's 1994 annual report to
shareholders, which Note is incorporated herein by reference ("Note 10").

    Note 10 also includes Samedan's net production (including royalty and
working interest production) of oil and natural gas for the three years ended
December 31, 1994. Royalty production of both oil and gas (stated in oil barrel
equivalents) is included in the "Crude Oil & Condensate" presentation in Note
10. Samedan has no oil or gas applicable to long-term supply or similar
agreements with foreign governments or authorities in which Samedan acts as
producer.

    Since January 1, 1994, no oil or gas reserve information has been filed
with, or included in any report to, any federal authority or agency other than
the Securities and Exchange Commission and the Energy Information Administration
(the "EIA"). Samedan files Form 23, including reserve and other information,
with the EIA.

                                      7


<PAGE>

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


<TABLE>
<CAPTION>
                                              YEAR ENDED DECEMBER 31,
                                             -------------------------
                                              1994     1993      1992
                                             -------  ------    ------
<S>                                          <C>      <C>       <C>
Average sales price per bbl of oil (1):

    United States.........................   $14.76   $16.05    $18.97
    Canada................................   $13.72   $15.13    $17.19
    Other international...................   $16.75   $15.32    $17.87

        Combined..........................   $14.90   $15.91(2) $18.68(2)

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

    United States.........................   $ 1.99   $ 2.15    $ 1.86
    Canada................................   $ 1.47   $ 1.22    $ 1.02

        Combined..........................   $ 1.97   $ 2.10(3) $ 1.81(3)

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

    United States.........................   $ 3.64   $ 4.26    $ 4.79
    Canada................................   $ 5.17   $ 6.33    $ 5.16
    Other international...................   $ 3.89   $ 6.40    $ 7.24

        Combined .........................   $ 3.71   $ 4.45    $ 5.02

___________________
<FN>

  (1) Net production amounts used in this calculation include royalties.

  (2) Includes per barrel $0.02 in 1993 and $0.33 in 1992, from hedging.

  (3) Reflects a reduction per Mcf of $0.048 in 1993 and $0.045 in 1992, from
      hedging.

  (4) Gas production is converted to oil barrel equivalents based on the average
      sales prices per barrel of oil and per Mcf of gas.  Net production amounts
      used in the calculation of average sales prices for purposes of computing
      the conversion ratio excludes royalties.  Conversion ratios for 1994, 1993
      and 1992 are set forth below:

                                 UNITED STATES      CANADA
                                 -------------    ----------
                        1994       7.44 to 1       9.42 to 1
                        1993       7.46 to 1      12.45 to 1
                        1992      10.19 to 1      16.85 to 1

</TABLE>


                                      8


<PAGE>

    The number of productive oil and gas wells in which Samedan had interests
and the developed acreage held as of December 31, 1994, were as follows:


<TABLE>
<CAPTION>

                          PRODUCTIVE WELLS(1)(2)           DEVELOPED ACREAGE(3)(4)
                       ------------------------------     -------------------------
                          OIL              GAS
                       -------------   ---------------
LOCATION               GROSS    NET     GROSS    NET       GROSS ACRES    NET ACRES
--------               ------  ------  -------  ------     -----------   ----------
<S>                   <C>     <C>      <C>      <C>        <C>           <C>
United States
  (onshore).......... 3,513.5   887.2  1,311.5   724.5         636,032      378,781
Canada...............    89.5    25.1     75.5    20.1         130,922       40,167
United States
  (offshore).........   245.5   106.0    403.5   152.2         734,123      284,575
Other International..     7.0     2.6      2.0      .8         367,762      115,174
                      ------- -------  -------  ------      ----------     --------
Total................ 3,855.5 1,020.9  1,792.5   897.6       1,868,839      818,697
                      ------- -------  -------  ------      ----------     --------
                      ------- -------  -------  ------      ----------     --------

___________________
<FN>

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

  (2) One or more completions in the same bore hole is counted as one well.
      Included in the table and counted as one gross well each are 25.5 oil
      wells (16.1 net) and 41.5 gas wells (16.5 net) that are multiple
      completions. Also included in the table are 788.5 gross oil wells
      (233.1 net) and 118.5 gross gas wells (71.3 net) that were not producing
      at December 31, 1994 because such wells were awaiting additional action
      or pipeline connections.

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

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


                                      9


<PAGE>


    The undeveloped acreage (including both leases and concessions) that Samedan
held as of December 31, 1994, is as follows:



<TABLE>
<CAPTION>
                                                        UNDEVELOPED ACREAGE (1)(2)
                                                     ------------------------------
LOCATION                                              GROSS ACRES         NET ACRES
--------                                             -------------       -----------
<S>                                                  <C>                 <C>
United States Onshore
      California....................................       30,852            13,879
      Colorado......................................       30,688            23,752
      Mississippi...................................        6,666             4,822
      Montana.......................................       25,018             9,008
      New Mexico....................................       14,566             9,768
      North Dakota..................................       21,618             9,174
      Oklahoma......................................       19,412             8,049
      Texas.........................................       55,075            21,092
      Utah..........................................        5,806             2,687
      Wyoming.......................................       60,830            17,451
      Others........................................        8,836             4,582
                                                         ---------         --------
          Total United States Onshore...............      279,367           124,264
                                                         ---------         --------

United States Offshore
      Alabama.......................................       143,155           52,150
      California....................................        79,678            8,625
      Louisiana.....................................       157,999           73,819
      Mississippi...................................        28,800           24,960
      Texas.........................................        65,504           56,276
                                                         ---------         --------
          Total United States Offshore..............       475,136          215,830
                                                         ---------         --------

International
      Canada........................................       244,841          116,577
      Tunisia.......................................     1,639,450          786,079
                                                         ---------         --------
          Total International.......................     1,884,291          902,656
                                                         ---------         --------
          Total.....................................     2,638,794        1,242,750
                                                         ---------        ---------
                                                         ---------        ---------
___________________
<FN>

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

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

</TABLE>


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

                                      10


<PAGE>


<TABLE>
<CAPTION>

                            NET EXPLORATORY WELLS

               ----------------------------------------------------------
                   PRODUCTIVE (1)                      DRY (2)
               ---------------------------   ----------------------------
Year Ended                       Other                        Other
December 31,   U.S.   Canada  International  U.S.   Canada  International
------------  -----  -------  ------------  -----  -------  -------------
<S>           <C>    <C>      <C>           <C>    <C>      <C>
1992........   6.73    1.33    --            10.51    7.67     .87

1993........   5.58    1.10    --            10.67    5.29    1.30

1994........   8.06    3.75    --            16.45    6.59     .40

</TABLE>




<TABLE>
<CAPTION>

                                 NET DEVELOPMENT WELLS

               ---------------------------------------------------------
                     PRODUCTIVE (1)                  DRY (2)
               ---------------------------   ---------------------------
Year Ended                     Other                        Other
December 31,   U.S.  Canada  International   U.S.  Canada  International
------------  -----  ------  -------------  -----  ------  -------------
<S>           <C>    <C>     <C>            <C>    <C>     <C>
1992........  24.85     .98   .30            2.56    .24     --

1993........  33.07    2.62    --            3.06   1.37     --

1994........  99.91    3.08    --           13.37    .14     --

___________________
<FN>

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

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

</TABLE>


    Samedan spent approximately $6.1 million in 1994 on the purchase of
producing oil and gas properties.  See Item 1.  "Business -- Oil and Gas --
Acquisitions" hereof for a discussion of acquisitions in 1994.  Approximately
$418.5 million and $6.2 million, respectively, were spent on such purchases in
1993 and 1992.

    At February 23, 1995, Samedan was drilling 6 gross (3.6 net) exploratory
wells, and 35 gross (23.1 net) development wells.  These wells are located
onshore in the United States in California, Colorado, North Dakota, Oklahoma,
Texas and Wyoming and Canada in Alberta Province, and offshore Gulf of Mexico.
These wells have objectives ranging from approximately 2,400 to 11,500 feet.
The estimated drilling cost to Samedan of these wells is approximately
$6,100,000 if all are dry and approximately $9,200,000 if all are completed as
producing wells.


ITEM 3. LEGAL PROCEEDINGS.

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

                                      11


<PAGE>


filing.  Columbia has requested, and the Bankruptcy Court has agreed, that no
action be taken by the Bankruptcy Court on that filing while settlement
discussions take place between Columbia and the various creditor groups.
Samedan is participating in such settlement discussions.  It is unknown whether
resolution of Samedan's claim will occur in 1995, or at what amount the claim
may be ultimately resolved.

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


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

    Not applicable.



                   EXECUTIVE OFFICERS OF THE REGISTRANT

    The following tabulation sets forth certain information, as of March 13,
1995, with respect to the executive officers of the Registrant.



<TABLE>
<CAPTION>


           NAME                  AGE                       POSITION
    -----------------            ---         ------------------------------------
    <S>                          <C>         <C>
    Robert Kelley (1)             49         Chairman of the Board, President,
                                             Chief Executive Officer, Director

    George L. DeMare, Jr. (2)     49         Vice President and Operating
                                             Committee Member of Samedan

    William D. Dickson (3)        46         Vice President-Finance and Treasurer of
                                              the Registrant and Operating Committee
                                              Member of Samedan

    Dan O. Dinges (4)             41         Vice President and Operating Committee
                                              Member of Samedan

    Boyce Perry (5)               64         Vice President and Operating Committee
                                              Member of Samedan

    W. A. Poillion (6)            45         Vice President and Operating Committee
                                              Member of Samedan

    Orville Walraven (7)          50         Corporate Secretary of the Registrant
                                              and Vice President and Operating Committee
                                              Member of Samedan

    James C. Woodson (8)          52         Vice President and Operating Committee
                                              Member of Samedan
___________________
<FN>

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

(2) George L. DeMare, Jr. has served as Vice President and Onshore Division
    Manager of Samedan since January 1989.  Mr. DeMare has been a member of the
    Operating Committee of Samedan since January 31, 1995.

</TABLE>


                                      12


<PAGE>


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

(4) Dan O. Dinges has served as Vice President and Division General Manager,
    Offshore Division of Samedan since January 1989.  Mr. Dinges has been a
    member of the Operating Committee of Samedan since January 31, 1995.

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

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

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

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

</TABLE>


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



                                   PART II


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

    The Registrant's common stock is listed and traded on the New York Stock
Exchange under the symbol "NBL".  The table captioned "Dividends and Stock
Prices by Quarters" appearing on page 40 of the Registrant's 1994 annual report
to shareholders contains certain information with respect to sales prices of the
common stock and cash dividends declared by the Registrant on the common stock,
and such table is incorporated herein by reference.

    At December 31, 1994, there were 1,929 shareholders of record of the
Registrant.


ITEM 6. SELECTED FINANCIAL DATA.

    Selected financial data of the Registrant is set forth on page 21 of the
Registrant's 1994 annual report to shareholders and is incorporated herein by
reference.


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

    Management's discussion and analysis of financial condition and results of
operations is set forth on pages 15 through 20 of the Registrant's 1994 annual
report to shareholders and is incorporated herein by reference.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    The consolidated financial statements, appearing on pages 22 through 33,
together with the report thereon of Arthur Andersen LLP dated January 27, 1995
appearing on page 33, and the unaudited information, appearing on pages 34
through 37, of the Registrant's 1994 annual report to shareholders are
incorporated herein by reference.  With the exception of the aforementioned
information and the information expressly incorporated into Items 2, 5, 6 and 7
hereof, the 1994 annual report to shareholders is not to be deemed to be filed
as part of this report.

                                      13


<PAGE>


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

    Not applicable.



                                   PART III


ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The section entitled "Election of Directors" appearing on pages 3 and 4 of
the Registrant's proxy statement for the 1995 annual meeting of shareholders
sets forth certain information with respect to the directors of the Registrant
and is incorporated herein by reference.  Certain information with respect to
the executive officers of the Registrant is set forth under the caption
"Executive Officers of the Registrant" in Part I of this report.

    The section entitled "Certain Transactions" appearing on page 15 of the
Registrant's proxy statement for the 1995 annual meeting of shareholders sets
forth certain information with respect to compliance with Section 16(a) of the
Exchange Act and is incorporated herein by reference.


ITEM 11. EXECUTIVE COMPENSATION.

    The section entitled "Executive Compensation" appearing on pages 7 through
14 of the Registrant's proxy statement for the 1995 annual meeting of
shareholders sets forth certain information with respect to the compensation of
management of the Registrant, and, except for the report of the compensation and
benefits committee of the Board of Directors (pages 7 through 10) and the
information therein under "Performance Graph" (page 14), is incorporated herein
by reference.


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

    The sections entitled "Security Ownership of Certain Beneficial Owners" and
"Security Ownership of Directors and Executive Officers" appearing on pages 2
and 6, respectively, of the Registrant's proxy statement for the 1995 annual
meeting of shareholders set forth certain information with respect to the
ownership of the Registrant's common stock, and are incorporated herein by
reference.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Not applicable.

                                      14


<PAGE>


                                   PART IV


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

    (a) The following documents are filed as a part of this report:


<TABLE>
<CAPTION>
                                                                        Page In 1994
                                                                        Annual Report
                                                                       to Shareholders
                                                                        (Incorporated
                                                                         by Reference)
                                                                       ---------------
         <S>                                                           <C>
         (1) Financial Statements:

            Consolidated Balance Sheet at December 31, 1994 and 1993..          22
            Consolidated Statement of Operations for the three years
                ended December 31, 1994................................         23
            Consolidated Statement of Cash Flows for the three years
                ended December 31, 1994................................         24
            Consolidated Statement of Shareholders' Equity for the
                three years ended December 31, 1994....................         25
            Notes to Consolidated Financial Statement..................         25
            Report of Independent Public Accountants...................         33
            Supplemental Oil and Gas Information (Unaudited) and
                Interim  Financial Information (Unaudited).............         34

</TABLE>


        (2) Financial Statement Schedules:

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

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

        (3) Exhibits:

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

    (b) No report on Form 8-K was filed by the Registrant during the quarter
ended December 31, 1994.

                                      15


<PAGE>



                                 SIGNATURES

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

                                      NOBLE AFFILIATES, INC.


Date:  March 28, 1995                 By:  WILLIAM D. DICKSON
                                           ---------------------------------
                                           William D. Dickson,
                                           Vice President-Finance and Treasurer

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


<TABLE>
<CAPTION>

SIGNATURE                           CAPACITY IN WHICH SIGNED                DATE
---------                           ------------------------                ----
<S>                                 <C>                                     <C>

ROBERT KELLEY                       Chairman of the Board, President,       March 28, 1995
--------------------------          Chief Executive Officer and
Robert Kelley                       Director (Principal Executive
                                    Officer)


WILLIAM D. DICKSON                  Vice President-Finance and              March 28, 1995
--------------------------          Treasurer (Principal Financial
William D. Dickson                  and Accounting Officer)


ROY BUTLER                          Director                                March 28, 1995
--------------------------
Roy Butler


MICHAEL A. CAWLEY                   Director                                March 28, 1995
--------------------------
Michael A. Cawley


EDWARD F. COX                       Director                                March 28, 1995
--------------------------
Edward F. Cox


JAMES C. DAY                        Director                                March 28, 1995
--------------------------
James C. Day


HAROLD F. KLEINMAN                  Director                                March 28, 1995
--------------------------
Harold F. Kleinman


GEORGE J. MCLEOD                    Director                                March 28, 1995
--------------------------
George J. McLeod


                                    Director                                March 28, 1995
--------------------------
Guy W. Nichols


JOHN F. SNODGRASS                   Director                                March 28, 1995
--------------------------
John F. Snodgrass

</TABLE>


                                      S-1


<PAGE>



                                 INDEX TO EXHIBITS


<TABLE>
<CAPTION>

Exhibit
Number                                      Exhibit
-------                                     -------

<S>     <C>
3.1     Certificate of Incorporation, as amended, of the Registrant as currently in
        effect (filed as Exhibit 3.2 to the Registrant's annual report on Form 10-K for
        the fiscal year ended December 31, 1987 and incorporated herein by reference).
3.2     Composite copy of Bylaws as currently in effect (filed as Exhibit 3.2 to the
        Registrant's annual report on Form 10-K for the year ended December 31, 1992 and
        incorporated herein by reference).

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

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

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

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

10.2*   Noble Affiliates Thrift and Profit Sharing Plan, as amended and restated
        effective as of January 1, 1994.

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

10.4*   Amendment No. 9 to the Noble Affiliates Thrift and Profit Sharing Plan, as
        amended and restated, effective as of September 1, 1988.

10.5*   Restoration of Retirement Income Plan for certain participants in the Noble Affiliates
        Retirement Plan dated September 21, 1994, effective as of May 19, 1994.

10.6*   Noble Affiliates Thrift Restoration Plan dated May 19, 1994.

10.7*   Noble Affiliates Restoration Trust dated September 21, 1994, effective as of
        October 1, 1994.

10.8*   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).

10.9*   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).

</TABLE>

                                      E-1


<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number                                      Exhibit
-------                                     -------

<S>     <C>
10.10*  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).

10.11*  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).

10.12*  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).

10.13*  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).

10.14*  Amendment No. 2 to 1978 Non-Qualified Stock Option Plan of the Registrant (filed as Exhibit 10.20 to the Registrant's
        annual report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).

10.15*  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).

10.16*  1988 Nonqualified Stock Option Plan for Non-Employee Directors of the Registrant (filed as Exhibit 10.3 to the Registrant's
        annual report on Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference).

10.17*  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).

10.18   Guaranty of the Registrant dated October 28, 1982, guaranteeing certain obligations of Samedan (filed as Exhibit 10.12 to
        the Registrant's annual report on Form 10-K for the year ended December 31, 1993 and incorporated herein by reference).

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

10.20   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).

10.21   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).

10.22   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).

</TABLE>


                                      E-2


<PAGE>

<TABLE>
<CAPTION>

Exhibit
Number                                      Exhibit
-------                                     -------

<S>     <C>
10.23   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).

10.24   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).

10.25   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).

10.26   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).

10.27   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).
10.28   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).

10.29   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).

10.30   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 1994 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 LLP dated January 27, 1995, pages 22 through 33, and the unaudited information, pages 34 through 37;
        and (iv) the table captioned "Dividends and Stock Prices by Quarters," page 40.

21      Subsidiaries.

23      Consent of Arthur Andersen LLP.

27      Financial Data Schedule.

___________________
<FN>
*     Management contract or compensatory plan or arrangement required to be
      filed as an exhibit hereto.

</TABLE>


                                      E-3






<PAGE>



                               NOBLE AFFILIATES

                        THRIFT AND PROFIT SHARING PLAN

          (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994)




<PAGE>



                               NOBLE AFFILIATES
                        THRIFT AND PROFIT SHARING PLAN

          (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994)

                             TABLE OF CONTENTS
                                                                          PAGE
                                                                          ----
PREAMBLE          .........................................................  1
ARTICLE I.        DEFINITIONS AND CONSTRUCTION.............................  1
                  Section 1.1       Definitions............................  2
ARTICLE II.       ELIGIBILITY AND PARTICIPATION............................ 16
                  Section 2.1       Eligibility............................ 16
                  Section 2.2       Participation.......................... 16
ARTICLE III.      CONTRIBUTIONS, ALLOCATIONS AND FORFEITURES............... 17
                  Section 3.1       Pre-Tax Contributions.................. 17
                  Section 3.2       Matching Contributions................. 18
                  Section 3.3       Discretionary Contributions............ 19
                  Section 3.4       Payment of Contributions............... 19
                  Section 3.5       Return of Employer Contributions....... 19
                  Section 3.6       Allocation of Contributions............ 20
                  Section 3.7       Application and Allocation of
                                    Forfeitures............................ 30
                  Section 3.8       Rollover Contributions................. 31
ARTICLE IV.       TRUST FUND............................................... 31
                  Section 4.1       Trust and Trustee...................... 31
                  Section 4.2       Trust Investment Options............... 32
ARTICLE V.        VESTING.................................................. 34
                  Section 5.1       Fully Vested Accounts.................. 34
                  Section 5.2       Disability or Death Vesting............ 34
                  Section 5.3       Period of Service or Age Vesting....... 35


                                     (i)


<PAGE>



ARTICLE VI.       VALUATIONS AND DISTRIBUTIONS............................. 36
                  Section 6.1       Valuation and Adjustment of Accounts... 36
                  Section 6.2       Time and Form of Distribution..........
 37
                  Section 6.3       Distribution of Retirement and Disability
                                    Benefits............................... 38
                  Section 6.4       Distribution of Death Benefit.......... 38
                  Section 6.5       Distribution of Separation from
                                    Employment Benefit..................... 39
                  Section 6.6       In-Service Withdrawals................. 41
                  Section 6.7       Distributions to Minors and
                                    Persons Under Legal Disability......... 44
                  Section 6.8       Plan Loans............................. 44
                  Section 6.9       Qualified Domestic Relations Orders.... 45
                  Section 6.10      Transfer of Eligible Rollover
                                    Distribution........................... 47
ARTICLE VII.      PLAN ADMINISTRATION...................................... 49
                  Section 7.1       Employee Benefits Committee............ 49
                  Section 7.2       Powers, Duties and Liabilities
                                    of the Committee....................... 49
                  Section 7.3       Rules, Records and Reports............. 50
                  Section 7.4       Administration Expenses and
                                    Taxes.................................. 50
ARTICLE VIII.     AMENDMENT AND TERMINATION................................ 51
                  Section 8.1       Amendment.............................. 51
                  Section 8.2       Termination............................ 52
ARTICLE IX.       TOP-HEAVY PROVISIONS..................................... 53
                  Section 9.1       Top-Heavy Definitions.................. 53
                  Section 9.2       Minimum Contribution
                                    Requirement............................ 55
                  Section 9.3       Minimum Vesting Schedule............... 56
ARTICLE X.        MISCELLANEOUS GENERAL PROVISIONS......................... 57
                  Section 10.1      Spendthrift Provision.................. 57
                  Section 10.2      Claims Procedure....................... 57
                  Section 10.3      Maximum Contribution Limitation........ 58
                  Section 10.4      Employment Noncontractual.............. 60
                  Section 10.5      Limitations on Responsibility.......... 60
                  Section 10.6      Merger or Consolidation................ 60
                  Section 10.7      Applicable Law......................... 61


                                     (ii)


<PAGE>



                               NOBLE AFFILIATES
                       THRIFT AND PROFIT SHARING PLAN
          (AS AMENDED AND RESTATED EFFECTIVE AS OF JANUARY 1, 1994)

      THIS THRIFT AND PROFIT SHARING PLAN, made and executed by NOBLE
AFFILIATES, INC., a Delaware corporation (the "Company"),

                             W I T N E S S E T H:

      WHEREAS, the Company has heretofore established for the benefit of its
employees a qualified profit sharing plan known as the Noble Affiliates Thrift
and Profit Sharing Plan, which was amended and restated in its entirety
effective as of January 1, 1988; and

      WHEREAS, the Company now desires to continue said profit sharing plan
without interruption by amending and restating its plan document in its
entirety to update its language, make certain changes and incorporate prior
amendments;

      NOW, THEREFORE, in consideration of the premises and pursuant to Section
8.1 thereof, the Noble Affiliates Thrift and Profit Sharing Plan is hereby
amended and restated in its entirety to read as follows:


                                  ARTICLE I.
                         DEFINITIONS AND CONSTRUCTION

      Section 1.1  DEFINITIONS.  Unless the context clearly indicates
otherwise, when used in this Plan:

            (a)   "Affiliated Company" means any corporation or organization,
      other than an Employer, which is a member of a



<PAGE>



      controlled group of corporations (within the meaning of Section 414(b) of
      the Code) or of an affiliated service group (within the meaning of
      Section 414(m) of the Code) with respect to which an Employer is also a
      member, and any other incorporated or unincorporated trade or business
      which along with an Employer is under common control (within the meaning
      of the regulations from time to time promulgated by the Secretary of the
      Treasury pursuant to Section 414(c) of the Code); provided, however, that
      for the purposes of Section 10.3 of the Plan, Section 414(b) and (c) of
      the Code shall be applied as modified by Section 415(h) of the Code.

            (b)   "After-Tax Account" means the account established and
      maintained under this Plan by the Committee to record a Participant's
      interest under this Plan attributable to amounts credited to his or her
      After-Tax Account under the Previous Plan as in effect on December 31,
      1993.

            (c)   "Basic Compensation" means the cash remuneration, including
      overtime, payable by an Employer to an Employee for personal services
      rendered to the Employer prior to reduction for any Pre-Tax Contributions
      made by such Employer to this Plan on behalf of such Employee and prior to
      reduction for any compensation reduction amounts elected by such Employee
      for benefits pursuant to the Noble Affiliates, Inc. Cafeteria Plan, but
      excluding incentive payments, bonuses, allowances, commissions, deferred
      compensation payments and any other extraordinary remuneration; provided,
      however, that the Basic Compensation


                                     -2-

<PAGE>



      of an Employee taken into account under the Plan for any Plan Year
      commencing after December 31, 1993 shall not exceed $150,000 (as adjusted
      to take into account any cost-of-living increases authorized pursuant to
      the Section 401(a)(17)(B) of the Code).  In determining the Basic
      Compensation of an Employee, the rules of Section 414(q)(6) of the Code
      shall apply, except that in applying such rules, the term "family" shall
      include only the spouse of the Employee and any lineal descendants of the
      Employee who have not attained age 19 prior to the end of the Plan Year.

            (d)   "Code" means the Internal Revenue Code of 1986, as amended.

            (e)   "Committee" means the Employee Benefits Committee appointed
      by the Board of Directors of the Company to administer the Plan.

            (f)   "Company" means Noble Affiliates, Inc.

            (g)   "Company Stock" means the common stock of Noble Affiliates,
      Inc.

            (h)   "Compensation" means the sum of (i) the Total Compensation
      paid by an Employer to an Employee, (ii) any Pre-Tax Contributions made
      by an Employer to this Plan on behalf of such Employee, and (iii) any
      salary reduction amounts elected by such Employee for the purchase of
      benefits pursuant to a cafeteria plan (within the meaning of Section
      125(d) of the Code) maintained by an Employer; provided, however, that
      except for purposes of determining whether an Employee is a Highly
      Compensated Employee, the


                                     -3-

<PAGE>



      Compensation of an Employee taken into account under the Plan for any
      Plan Year commencing after December 31, 1993 shall not exceed $150,000
      (as adjusted to take into account any cost-of-living increases authorized
      pursuant to Section 401(a)(17)(B) of the Code).

            (i)   "Covered Employee" means any Employee other than an Employee
      who is a member of a collective bargaining unit with which an Employer
      negotiates and with respect to whom no coverage under this Plan has been
      provided by collective bargaining agreement.

            (j)   "Discretionary Contribution" means a contribution made by an
      Employer to this Plan pursuant to Section 3.3.

            (k)   The "Early Retirement Date" of a Participant means the day
      such Participant has both attained the age of 55 years and completed a
      five-year Period of Service.

            (l)   "Employee" means any individual employed by an Employer.

            (m)   "Employer" shall include the Company, Samedan Oil
      Corporation, Noble Gas Marketing, Inc. and any other incorporated or
      unincorporated trade or business which may subsequently adopt this Plan
      with the consent of the Board of Directors of the Company.

            (n)   "Employer Matching Account" means the account established and
      maintained under this Plan by the Committee to record a Participant's
      interest under this Plan attributable to contributions made by an
      Employer for such Participant pursuant to Sections 3.2 and 3.3,
      forfeitures


                                     -4-

<PAGE>



      applied pursuant to Section 3.7 and amounts credited to his or her
      Employer Matching Account under the Previous Plan as in effect on
      December 31, 1993.

            (o)   "Employment Date" means the date an Employee first performs
      an Hour of Service.

            (p)   "Highly Compensated Employee" means for a Plan Year:

                  (1)   any Employee who during such Plan Year or the preceding
            Plan Year was at any time a 5-percent owner (within the meaning of
            Section 416(i)(1) of the Code) of an Employer or Affiliated
            Company;

                  (2)   any Employee who during the preceding Plan Year
            received Compensation greater than $75,000 (as adjusted to take
            into account any cost-of-living increases authorized pursuant to
            Section 414(q)(1) of the Code);

                  (3)   any Employee who during the preceding Plan Year
            received Compensation greater than $50,000 (as adjusted to take
            into account any cost-of-living increases authorized pursuant to
            Section 414(q)(1) of the Code) and is in the group consisting of
            the top 20% (when ranked on the basis of Compensation received
            during the preceding Plan Year) of all Employees, except those
            excluded pursuant to Section 414(q)(8) of the Code;

                  (4)   any Employee who during the preceding Plan Year,
            subject to the requirements of Section 414(q)(5)


                                     -5-

<PAGE>



            of the Code, was at any time an officer of an Employer or
            Affiliated Company and received Compensation greater than 50% of
            the amount in effect under Section 415(b)(1)(A) of the Code for the
            preceding Plan Year;

                  (5)   any Employee who is one of the 100 Employees who
            received the greatest Compensation during such Plan Year and is
            described in paragraph (2), (3) or (4) above if such paragraph is
            applied by substituting such Plan Year for the preceding Plan Year;
            or

                  (6)   any former Employee who was a Highly Compensated
            Employee either at the time of separation from employment or at any
            time after attaining age 55.

      Solely for purposes of this definition, (i) an employee of an Affiliated
      Company shall be deemed to be an Employee, (ii) compensation received
      from an Affiliated Company shall be deemed to be Compensation, and (iii)
      if for a Plan Year any Employee is a member of the family (meaning the
      spouse and lineal ascendants or descendants and the spouses of such
      lineal ascendants or descendants) of a Highly Compensated Employee who
      is either a 5-percent owner (as described in paragraph (1) above) or in
      the group consisting of the 10 Highly Compensated Employees who received
      the greatest Compensation during such Plan Year, then for such Plan Year
      such Employee shall not be considered a separate Employee and the
      Compensation received by such Employee shall be treated as if it were
      received by such Highly Compensated Employee.


                                     -6-

<PAGE>



            (q)   "Hour of Service" means an hour for which an Employee is
      directly or indirectly compensated or entitled to compensation (including
      back pay, regardless of mitigation of damages) by an Employer for the
      performance of duties for an Employer or for reasons (such as vacation,
      sickness or disability) other than the performance of duties for an
      Employer.  In addition, an Employee will be credited with 8.5 Hours of
      Service per day, subject to a maximum of 45 hours per week and 195 hours
      per calendar month, for any customary work period during which such
      Employee is on leave of absence authorized by his or her Employer.  Leaves
      of absence shall be granted by an Employer to its Employees on a uniform,
      nondiscriminatory basis.  An Employee's Hours of Service shall be credited
      to the appropriate Plan Years or eligibility computation period determined
      in accordance with the provisions of Section 2530.200b-2(b) and (c) of the
      Department of Labor Regulations, which are incorporated herein by this
      reference.  In determining Hours of Service for the purposes of this Plan,
      periods of employment by an Affiliated Company and periods of employment
      as a leased employee (within the meaning of Section 414(n) of the Code) of
      an Employer or Affiliated Company shall be deemed to be periods of
      employment by an Employer.  In lieu of maintaining detailed daily records
      of the Hours of Service to be credited to salaried Employees whose hours
      are not required to be counted and recorded by a separate federal statute
      such as the Fair Labor Standards Act, for purposes


                                     -7-

<PAGE>



      of this Plan each such Employee shall be credited with 45 Hours of Service
      for each week during which such Employee would otherwise be required to be
      credited with at least one Hour of Service under the foregoing provisions
      of this definition.

            (r)   "Investment Fund" means any fund authorized for the investment
      of Trust assets pursuant to Section 4.2.

            (s)   "Matching Contribution" means a contribution made by an
      Employer to this Plan pursuant to Section 3.2.

            (t)   The "Normal Retirement Date" of a Participant means the day
      such Participant attains the age of 65 years.

            (u)   "One Year Break in Service" means a 12 consecutive month
      Period of Severance during which an Employee fails to complete a single
      Hour of Service.

            (v)   "Participant" means any individual who was a participant in
      the Previous Plan or has elected to participate in this Plan pursuant to
      Section 2.2, and whose Vested Interest under this Plan has not been fully
      distributed.

            (w)   "Period of Service" means, for purposes of determining a
      Participant's Vested Interest in his or her Employer Matching Account, the
      sum, rounded downward to the nearest whole year, of each period of time
      commencing with an Employee's Employment Date or Reemployment Date and
      ending on the first date thereafter a Period of Severance begins (except
      as provided in subsection (x) of this Section in the case of an Employee's
      maternity or paternity leave of


                                     -8-

<PAGE>



      absence).  Included in such sum to be credited to an Employee shall be
      each period of time during which the Employee is on an authorized leave of
      absence for reasons of vacation, sickness, layoff or another occasion
      designated and applied by an Employer or Affiliated Company on a
      nondiscriminatory basis, but in no event exceeding one year in length.  A
      Period of Service also includes any Period of Severance of less than 12
      consecutive months.  If an Employee who has no vested right to any amount
      credited to his or her Employer Matching Account incurs a One Year Break
      in Service, such Employee shall forfeit his or her prior Period of Service
      unless he or she completes an additional one-year Period of Service before
      the number of his or her consecutive One Year Breaks in Service equals
      five.

            (x)   "Period of Severance" means a period of time commencing with
      the date an Employee ceases to be employed by an Employer or Affiliated
      Company for reasons of Retirement, Permanent Disability, death, being
      discharged, or voluntarily ceasing employment, or with the first
      anniversary of the date of his or her absence for any other reason, and
      ending with the date such Employee resumes employment with an Employer or
      Affiliated Company; provided, however, that the Period of Severance of an
      Employee who is absent from work due to the pregnancy of the Employee, the
      birth of a child of the Employee, the placement of a child with the
      Employee in connection with the adoption of such child by such Employee,
      or caring for such child for a


                                     -9-

<PAGE>



      period beginning immediately following such birth or placement shall not
      commence until the second anniversary of the first date of such absence
      and the period between the first and second anniversaries of the first
      date of such absence shall be considered neither a Period of Service nor a
      Period of Severance.

            (y)   "Permanent Disability" means the total and permanent
      incapacity of a Participant to perform the usual duties of his or her
      employment with an Employer or Affiliated Company as determined by the
      Committee.  Such incapacity shall be deemed to exist when certified by a
      physician acceptable to the Committee.

            (z)   "Plan" means this Noble Affiliates Thrift and Profit Sharing
      Plan effective as of January 1, 1994, and as from time to time in effect
      thereafter.

            (aa)  "Plan Year" means the calendar year.

            (bb)  "Pre-Tax Account" means the account established and maintained
      under this Plan by the Committee to record a Participant's interest under
      this Plan attributable to contributions made by an Employer on behalf of
      such Participant pursuant to Section 3.1 and amounts credited to his or
      her Pre-Tax Account under the Previous Plan as in effect on December 31,
      1993.

            (cc)  "Pre-Tax Contribution" means a contribution made by an
      Employer to this Plan on behalf of a Participant pursuant to Section 3.1.


                                     -10-

<PAGE>



            (dd)  "Previous Plan" means the Noble Affiliates Thrift and Profit
      Sharing Plan as in effect from time to time prior to January 1, 1994.

            (ee)  "Qualified Deferral Agreement" means an agreement between and
      Employer and a Participant whereby the Participant agrees to reduce Basic
      Compensation or forego an increase in Basic Compensation for the purposes
      of Section 401(k) of the Code, and the Employer agrees to contribute the
      amount of said reduction or foregone Basic Compensation to the Plan on
      behalf of the Participant.

            (ff)  "Reemployment Date" means the date an Employee first performs
      an Hour of Service following a Period of Severance.

            (gg)  "Retirement" means the termination of a Participant's
      employment with an Employer or Affiliated Company on or after his or her
      Early or Normal Retirement Date for any reason other than death or
      transfer to the employ of another Employer or Affiliated Company.

            (hh)  "Rollover Account" means the account established and
      maintained under this Plan by the Committee to record a Participant's
      interest under this Plan attributable to Rollover Property contributed by
      such Participant to this Plan pursuant to Section 3.8.

            (ii)  "Rollover Property" means property the value of which would be
      excluded from the gross income of the transferor under Section 402(c),
      403(a)(4) or 408(d)(3) of the Code if transferred to the Plan.


                                     -11-

<PAGE>



            (jj)  "Total Compensation" means wages within the meaning of Section
      3401(a) of the Code and all other payments of remuneration to an Employee
      by an Employer (in the course of the Employer's trade or business) for
      which the Employer is required to furnish the Employee a written statement
      under Sections 6041(d), 6051(a)(3) and 6052 of the Code, but determined
      without regard to any rules that limit the remuneration included in wages
      based on the nature or location of the employment or the services
      performed (such as the exception for agricultural labor in Section
      3401(a)(2) of the Code); provided, however, that for purposes of Section
      9.2, the Total Compensation of an Employee taken into account under the
      Plan for any Plan Year commencing after December 31, 1993 shall not exceed
      $150,000 (as adjusted to take into account any cost-of-living increases
      authorized pursuant to Section 401(a)(17)(B) of the Code).

            (kk)  "Trust" means the trust fund established pursuant to Section
      4.1.

            (ll)  "Trustee" means the individual or corporate trustee or
      trustees from time to time appointed and acting as trustee or trustees of
      the Trust established pursuant to the Plan.

            (mm)  The "Vested Interest" of a Participant means the then vested
      portion of the amount credited to the Accounts of such Participant at the
      particular point in time in question.


                                     -12-

<PAGE>



            (nn)  "Year of Eligibility Service" means the period of 12
      consecutive months commencing on an Employee's Employment Date, or any
      Plan Year commencing after his or her Employment Date, during which such
      Employee completes at least 1,000 Hours of Service.

      Section 1.2  CONSTRUCTION.  The titles to the Articles and the headings
of the Sections in this Plan are placed herein for convenience of reference only
and in case of any conflict the text of this instrument, rather than such titles
or headings, shall control.  Whenever a noun or pronoun is used in this Plan in
plural form and there be only one person or entity within the scope of the word
so used, or in singular form and there be more than one person or entity within
the scope of the word so used, such noun or pronoun shall have a plural or
singular meaning as appropriate under the circumstance.

                                  ARTICLE II.

                         ELIGIBILITY AND PARTICIPATION

      Section 2.1  ELIGIBILITY.  Each Covered Employee who is a participant in
the Previous Plan on December 31, 1993, shall be eligible to participate in this
Plan as of January 1, 1994.  Each other Covered Employee shall be eligible to
participate in this Plan on the first day of any calendar month coinciding with
or following the anniversary of his or her Employment Date as of which he or she
has completed a Year of Eligibility Service, provided such person is a Covered
Employee on such date.  If he or she is not a Covered Employee on such date but
is subsequently


                                     -13-

<PAGE>



reemployed as a Covered Employee, then such person shall be eligible to
participate in this Plan as of the date of such reemployment.  If a Participant
ceases to be a Covered Employee, such Participant shall remain a Participant
under this Plan but no contributions shall be made to the Plan on his or her
behalf while he or she is not a Covered Employee.

      Section 2.2  PARTICIPATION.  Each Covered Employee who meets the
eligibility requirements of Section 2.1 may elect, on a form prescribed by the
Committee, to participate in this Plan on the first day of any calendar month
coinciding with or following the filing of such election.  Any Participant who
ceases to be a Covered Employee shall thereupon cease to participate in the
Plan; provided, however, that if any such Participant is thereafter reemployed
as a Covered Employee, he or she shall be eligible to elect to resume
participating in the Plan as of the date of such reemployment.

                                 ARTICLE III.

                  CONTRIBUTIONS, ALLOCATIONS AND FORFEITURES

      Section 3.1  PRE-TAX CONTRIBUTIONS.  Each Participant may elect to have
his or her Employer make a Pre-Tax Contribution to the Plan for each pay period
in an amount equal to a whole percentage, not in excess of 10%, of his or her
Basic Compensation for that pay period.  All such contributions shall be made by
uniform payroll deductions pursuant to a Qualified Deferral Agreement which
authorizes the Employer to pay such contributions to the Trustee on behalf of
the Participant.  A


                                     -14-

<PAGE>



Participant may change the applicable percentage of such payroll deductions as
of the first day of any month (or as of such other date the Committee may
authorize for the purposes of this Section), or at any time suspend his or her
election to have Pre-Tax Contributions made to the Plan, provided (i) that
written notice of such change or suspension is delivered to the Committee within
such reasonable period of time prior to the effective date thereof as the
Committee may require, and (ii) that no Participant may make such a change or
suspension more than twice during any Plan Year.  If a Participant suspends his
or her election to have Pre-Tax Contributions made to the Plan, such Participant
shall be eligible to reelect to have Pre-Tax Contributions made to the Plan
prior to the first day of the month coinciding with or following the expiration
of six months after the effective date of such suspension.  Any provision of
this Plan to the contrary notwithstanding, the amount of Pre-Tax Contributions
made to the Plan pursuant to this Section on behalf of the Participant shall not
exceed $7,000 (as adjusted to take into account any cost-of-living increases
authorized pursuant to Section 402(g) of the Code) for any calendar year.  An
Employer may amend or revoke any Participant's Qualified Deferral Agreement at
any time during a Plan Year if such amendment or revocation is deemed by such
Employer to be necessary or appropriate to ensure that the requirements of
Section 3.6 are met for such year.

      Section 3.2  MATCHING CONTRIBUTIONS.  In addition to the contributions
made pursuant to Section 3.1, for each pay period


                                     -15-

<PAGE>



an Employer shall make a Matching Contribution to the Plan for each Participant
in the following amount:

            (a)   for each Participant having less than a 15-year Period of
      Service at the end of such pay period, an amount equal to 70% of the
      portion of the Pre-Tax Contribution made by such Employer on behalf of
      such Participant for such period which does not exceed 6% of his or her
      Basic Compensation for such period; and

            (b)   for each Participant having a 15-year or more Period of
      Service at the end of such pay period, an amount equal to 100% of the
      portion of the Pre-Tax Contribution made by such Employer on behalf of
      such Participant for such period which does not exceed 6% of his or her
      Basic Compensation for such period.

      Section 3.3  DISCRETIONARY CONTRIBUTIONS.  In addition to Pre-Tax and
Matching Contributions, an Employer by action of its President may elect for any
Plan Year to make a Discretionary Contribution to the Plan in an amount to be
determined by the President.

      Section 3.4  PAYMENT OF CONTRIBUTIONS.  The Pre-Tax Contributions made
to the Plan by an Employer for a pay period shall be paid to the Trustee in cash
no later than 30 days after the end of the month in which such pay period ends.
Except as otherwise provided in this Section, the Matching Contributions made to
the Plan by an Employer for a pay period shall be paid to the Trustee in cash no
later than 30 days after the end of the month in which such pay period ends.
Any Matching Contributions


                                     -16-

<PAGE>



an Employer is required to make by Section 3.2 and the Discretionary
Contributions made to the Plan by an Employer for a Plan Year shall be paid to
the Trustee in cash no later than the time prescribed by law, including
extensions thereof, for the filing of the Employer's federal income tax return
for such year.

      Section 3.5  RETURN OF EMPLOYER CONTRIBUTIONS.  Contributions made to
this Plan are conditioned upon being currently deductible under Section 404 of
the Code.  Any provision of this Plan to the contrary notwithstanding, upon an
Employer's request, any such contribution or portion thereof made to this Plan
by such Employer which (i) was made under a mistake of fact which is
subsequently discovered, or (ii) is disallowed as a deduction under Section 404
of the Code, shall be returned to such Employer to the extent not previously
distributed to Participants or their beneficiaries; provided, however, that the
amounts returnable to an Employer pursuant to this Section shall be reduced by
any Trust losses allocable thereto and shall be returned to such Employer only
if such return is made within one year after the mistaken payment of the
contribution or the date of the disallowance of the deduction, as the case may
be.  Except as provided in this Section, no contribution made by an Employer
pursuant to this Plan shall ever revert to or be recoverable by any Employer.

      Section 3.6  ALLOCATION OF CONTRIBUTIONS.

            (a)   The Committee shall establish and maintain an After-Tax
      Account, a Pre-Tax Account and an Employer Matching Account for each
      Participant.  All amounts


                                     -17-

<PAGE>



      attributable to after-tax contributions made by a Participant pursuant to
      the Previous Plan shall be credited to such Participant's After-Tax
      Account.  All amounts attributable to pre-tax contributions made by an
      Employer for a Participant pursuant to the Previous Plan and all Pre-Tax
      Contributions made by an Employer on behalf of such Participant pursuant
      to Section 3.1 shall be credited to such Participant's Pre-Tax Account.
      All amounts attributable to matching contributions made by an Employer for
      a Participant pursuant to the Previous Plan and all Matching Contributions
      made by an Employer for such Participant pursuant to Section 3.2, along
      with any forfeitures applied pursuant to Section 3.7 to reduce a Matching
      Contribution which would otherwise have been made for such Participant,
      shall be credited to such Participant's Employer Matching Account.  Any
      Discretionary Contribution made by an Employer pursuant to Section 3.3 for
      a Plan Year shall be allocated among and credited to the Employer Matching
      Accounts of those Participants who were in the employ (or on authorized
      leave of absence from) an Employer or Affiliated Company on the last day
      of such Plan Year, or whose Retirement, Permanent Disability or death
      occurred during that year while in the employ of (or on authorized leave
      of absence from) an Employer or Affiliated Company, in the proportion that
      the Compensation of each such Participant while both a Participant and a
      Covered Employee during that year bears to the Compensation of all


                                     -18-

<PAGE>



      such Participants while both Participants and Covered Employees during
      that year.

            (b)   Any provision of this Plan to the contrary notwithstanding, if
      for any Plan Year the actual deferral percentage for the group of Highly
      Compensated Employees eligible to elect to have Pre-Tax Contributions made
      during such Plan Year fails to satisfy one of the following tests:

                  (1)   the actual deferral percentage for said group of Highly
            Compensated Employees is not more than the actual deferral
            percentage for all other Employees eligible to elect to have Pre-Tax
            Contributions made during such Plan Year multiplied by 1.25, or

                  (2)   the excess of the actual deferral percentage for said
            group of Highly Compensated Employees over the actual deferral
            percentage for all other Employees eligible to elect to have Pre-Tax
            Contributions made during such Plan Year is not more than two
            percentage points and the actual deferral percentage for said group
            of Highly Compensated Employees is not more than the actual deferral
            percentage for all other Employees eligible to elect to have Pre-Tax
            Contributions made during such Plan Year multiplied by two,

      then the actual deferral percentage of Participants who are members of
      said group of Highly Compensated Employees shall be reduced by reducing
      the Pre-Tax Contributions made for such Plan Year on behalf of the Highly
      Compensated Employees with the largest individual actual deferral
      percentages to


                                     -19-

<PAGE>



      the largest uniform actual deferral percentage (commencing with the Highly
      Compensated Employee with the largest actual deferral percentage and
      reducing his or her actual deferral percentage to the extent necessary to
      satisfy one of the above tests or to lower such actual deferral percentage
      to the actual deferral percentage of the Highly Compensated Employee with
      the next highest actual deferral percentage, and repeating this process as
      necessary) that permits the actual deferral percentage for said group of
      Highly Compensated Employees to satisfy one of said tests.  For purposes
      of this subsection (b), the term "actual deferral percentage" for a
      specified group of Employees for a Plan Year means the average of the
      ratios (calculated separately for each Employee in such group) of (i) the
      aggregate amount of Pre-Tax Contributions made to the Plan on behalf of
      each such Employee for that year, to (ii) the amount of such Employee's
      Compensation for that year.  Any portion of a Pre-Tax Contribution made on
      behalf of a Participant which cannot be credited to the Pre-Tax Account of
      such Participant for a Plan Year because of the limitation contained in
      this subsection (b) (along with any income allocable thereto) shall be
      distributed to such Participant no later than 2 1/2 months after the end
      of such year.  If any portion of a Pre-Tax Contribution made by an
      Employer on behalf of a Participant is distributed to such Participant
      pursuant to the foregoing sentence, any portion of a Matching Contribution
      (along with any income allocable



                                     -20-

<PAGE>



      thereto) made for such Participant that matches the distributed Pre-Tax
      Contribution shall be forfeited.  If for a Plan Year the Compensation
      received by an Employee eligible to elect to have Pre-Tax Contributions
      made during such Plan Year is treated pursuant to Section 1.1(p) as
      Compensation received by a Highly Compensated Employee eligible to elect
      to have Pre-Tax Contributions made during such Plan Year, then this
      subsection (b) shall be applied to such Employees for such Plan Year in
      accordance with regulations under Section 401(k) of the Code.

            (c)   Any provision of this Plan to the contrary notwithstanding, if
      for any Plan Year the contribution percentage for the group of Highly
      Compensated Employees eligible to receive an allocation of Matching
      Contributions for such Plan Year fails to satisfy one of the following
      tests:

                  (1)   the contribution percentage for said group of Highly
            Compensated Employees is not more than the contribution percentage
            for all other Employees eligible to receive an allocation of
            Matching Contributions for such Plan Year multiplied by 1.25, or

                  (2)   the excess of the contribution percentage for said group
            of Highly Compensated Employees over the contribution percentage for
            all other Employees eligible to receive an allocation of Matching
            Contributions for such Plan Year is not more than two percentage
            points and the contribution percentage for


                                     -21-

<PAGE>



            said group of Highly Compensated Employees is not more than the
            contribution percentage for all other Employees eligible to receive
            an allocation of Matching Contributions for such Plan Year
            multiplied by two,

      then the contribution percentage for Participants who are members of said
      group of Highly Compensated Employees shall be reduced by reducing the
      Matching Contributions made for such Plan Year for the Highly Compensated
      Employees with the largest individual contribution percentages to the
      largest uniform contribution percentage (commencing with the Highly
      Compensated Employee with the largest contribution percentage and reducing
      his or her contribution percentage to the extent necessary to satisfy one
      of the above tests or to lower such contribution percentage to the
      contribution percentage of the Highly Compensated Employee with the next
      highest contribution percentage, and repeating this process as necessary)
      that permits the contribution percentage for said group of Highly
      Compensated Employees to satisfy one of said tests.  For purposes of this
      subsection (c), the term "contribution percentage" for a specified group
      of Employees for a Plan Year means the average of the ratios (calculated
      separately for each Employee in such group and after application of
      subsection (b) of this Section) of (i) the aggregate amount of Matching
      Contributions (and at the election of the Company, the Pre-Tax
      Contributions) made to the Plan for or on behalf of each such Employee for
      that year, to (ii) the amount of such Employee's Compensation for


                                     -22-

<PAGE>



      that year.  Any portion of a Matching Contribution made for a Participant
      which cannot be credited to the Employer Matching Account of such
      Participant for a Plan Year because of the limitation contained in this
      subsection (c) (along with any income allocable thereto) shall be
      forfeited if forfeitable, but if not forfeitable, distributed to such
      Participant no later than 2 1/2 months after the end of such year. If for
      a Plan Year the Compensation received by an Employee eligible to receive
      an allocation of Matching Contributions for such Plan Year is treated
      pursuant to Section 1.1(p) as Compensation received by a Highly
      Compensated Employee eligible to receive an allocation of Matching
      Contributions for such Plan Year, then this subsection (c) shall be
      applied to such Employees for such Plan Year in accordance with
      regulations under Section 401(m) of the Code.

            (d)  Any provision of this Plan to the contrary notwithstanding, in
      addition to the above limitations of this Section, the sum of the actual
      deferral percentage and the contribution percentage for the group of
      Highly Compensated Employees as determined pursuant to and after
      application of subsections (b) and (c) of this Section shall not exceed
      the "aggregate limit."  The "aggregate limit" shall be equal to the
      greater of:

                  (1)  the sum of: (i) 1.25 times the greater of the relevant
            actual deferral percentage or the relevant contribution percentage,
            and (ii) two percentage points


                                     -23-

<PAGE>



            plus the lesser of the relevant actual deferral percentage or the
            relevant contribution percentage, provided that the amount in this
            clause (ii) shall not exceed twice the lesser of the relevant actual
            deferral percentage or the relevant contribution percentage; or

                  (2)  the sum of: (i) 1.25 times the lesser of the relevant
            actual deferral percentage or the relevant contribution percentage,
            and (ii) two percentage points plus the greater of the relevant
            actual deferral percentage or the relevant contribution percentage,
            provided that the amount in this clause (ii) shall not exceed twice
            the greater of the relevant actual deferral percentage or the
            relevant contribution percentage.

      The "relevant actual deferral percentage" means the actual deferral
      percentage determined pursuant to subsection (b) of this Section for the
      group of Employees who are not Highly Compensated Employees.  The
      "relevant contribution percentage" means the contribution percentage
      determined pursuant to subsection (c) of this Section for the group of
      Employees who are not Highly Compensated Employees.  In the event that the
      aggregate limit is exceeded in any year, then the actual deferral
      percentage and/or contribution percentage for Participants who are members
      of the group of Highly Compensated Employees shall be reduced by reducing
      first any Pre-Tax Contributions and then any Matching Contributions made
      for such Plan Year for or on behalf of


                                     -24-

<PAGE>



      the Highly Compensated Employees with the largest individual actual
      deferral percentages and/or contribution percentages to the largest
      uniform actual deferral percentage and/or contribution percentage
      (commencing with the Highly Compensated Employee with the largest actual
      deferral percentage and/or contribution percentage and reducing his or her
      actual deferral percentage and/or contribution percentage to the extent
      necessary to satisfy the above restrictions or to lower such actual
      deferral percentage and/or contribution percentage to the actual deferral
      percentage and/or contribution percentage of the Highly Compensated
      Employee with the next highest actual deferral percentage and/or
      contribution percentage, and repeating this process as necessary) that
      permits the sum of the actual deferral percentage and contribution
      percentage for said group of Highly Compensated Employees to satisfy the
      above restrictions.  If any portion of a Pre-Tax Contribution made on
      behalf of a Participant is distributed to such Participant pursuant to
      this subsection, any portion of a Matching Contribution (along with any
      income allocable thereto) made for such Participant that matches the
      distributed Pre-Tax Contribution shall be forfeited.  Any additional
      Matching Contributions made for a Participant which cannot be credited to
      the Employer Matching Account of such Participant for a Plan Year because
      of the limitation contained in this subsection (along with any income
      allocable thereto) shall be forfeited if forfeitable, but if


                                     -25-

<PAGE>



      not forfeitable, distributed to such Participant within 2 1/2 months after
      the end of such year.  If for a Plan Year the Compensation received by an
      Employee is treated pursuant to Section 1.1(p) as Compensation received by
      a Highly Compensated Employee, then this subsection shall be applied to
      such Employees for such Plan Year in accordance with regulations under
      Section 401(k) and (m) of the Code.

      Section 3.7  APPLICATION AND ALLOCATION OF FORFEITURES.  As soon as
practicable after the valuation of all Accounts at the end of each Plan Year,
all amounts forfeited during that Plan Year shall first be applied to restore
any forfeited Employer Matching Accounts with respect to which a repayment has
been made pursuant to Section 6.5(b) or 6.6, and any forfeitures in excess of
the amount needed to restore any such Account shall be applied to reduce the
amount of the earliest subsequent contributions an Employer would otherwise be
required to make to the Plan pursuant to Section 3.2.

      Section 3.8  ROLLOVER CONTRIBUTIONS.  With the consent of the Committee,
any Covered Employee (regardless of whether he or she is a Participant) may
contribute Rollover Property in the form of cash to the Plan.  Each contribution
of Rollover Property shall be credited to a separate Rollover Account to be
established and maintained for the benefit of the contributing Employee.  An
Employee who is not a Participant, but for whom a Rollover Account is being
maintained, shall be accorded all of the rights and privileges of a Participant
under the Plan except that no contributions (other than contributions of
Rollover


                                     -26-

<PAGE>



Property) shall be made for or on behalf of such Employee until he or she meets
the eligibility and participation requirements of Article II.

                                  ARTICLE IV.

                                  TRUST FUND

      Section 4.1  TRUST AND TRUSTEE.  All of the contributions paid to the
Trustee pursuant to this Plan and the Previous Plan, together with the income
therefrom and the increments thereof, shall be held in trust by the Trustee
under the terms and provisions of the separate trust agreement between the
Trustee and the Company, a copy of which is attached hereto and incorporated
herein by this reference for all purposes, establishing a trust fund known as
the NOBLE AFFILIATES THRIFT AND PROFIT SHARING TRUST for the exclusive benefit
of the Participants and their beneficiaries.

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

            (a)   Investment Fund A shall be a common fund invested in United
      States government securities (meaning obligations which are either direct
      obligations of the United States of America or are fully guaranteed as to
      principal at maturity and interest by the United States of America and
      securities of agencies of the United States of America, including, without
      limitation, Federal Intermediate Credit Banks, Federal Home Loan Banks,
      Federal Land Banks and the Federal


                                     -27-

<PAGE>



      National Mortgage Association), corporate bonds at least 80% of which
      shall have a rating within the three highest ratings of at least two
      recognized securities ratings services, corporate preferred stocks having
      a rating within the four highest ratings of at least two recognized
      securities ratings services, commercial paper, certificates of deposit or
      savings accounts.  Interest received and gains realized on securities held
      in Investment Fund A shall be similarly invested in such securities.

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

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

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


                                     -28-

<PAGE>



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

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



                                     -29-

<PAGE>



and not more than five such changes may be made during the first nine months of
the Plan Year.


                                  ARTICLE V.

                                    VESTING

      Section 5.1  FULLY VESTED ACCOUNTS.  The amounts credited to a
Participant's Pre-Tax Account, After-Tax Account and Rollover Account shall be
fully vested at all times.

      Section 5.2  DISABILITY OR DEATH VESTING.  In the event of the
occurrence of a Participant's Permanent Disability or death while in the employ
of (or on authorized leave of absence from) an Employer or Affiliated Company,
the amount credited to the Participant's Employer Matching Account shall be
fully vested.

      Section 5.3  PERIOD OF SERVICE OR AGE VESTING.  Unless sooner vested
pursuant to Section 5.2:

            (a)   The amount credited to the Employer Matching Account of a
      Participant who completes an Hour of Service after December 31, 1987
      shall vest in accordance with the following schedule:


<TABLE>
<CAPTION>
               PERIOD OF SERVICE
            COMPLETED BY PARTICIPANT                PERCENTAGE VESTED
            ------------------------                -----------------
            <S>                                     <C>
               Less than 5 years                              None
               5 or more years                                100%
</TABLE>


            (b)   The amount credited to the Employer Matching Account of a
      Participant who does not complete an Hour of Service after December 31,
      1987 shall vest in accordance with the Previous Plan as in effect on
      December 31, 1987.


                                     -30-

<PAGE>



Subject to Section 6.5(b), if a Participant's Employer Matching Account is not
vested, it shall be forfeited upon the date such Participant incurs five
consecutive One Year Breaks in Service.  The foregoing provisions of this
Section to the contrary notwithstanding, the amount credited to the Employer
Matching Account of a Participant who is credited with an Hour of Service on or
after the date he or she attains age 65 shall be fully vested.

                                  ARTICLE VI.

                         VALUATIONS AND DISTRIBUTIONS

      Section 6.1  VALUATION AND ADJUSTMENT OF ACCOUNTS.  At the end of each
calendar month (and at such other times as the Committee shall direct pursuant
to this Section) the Trustee shall determine the fair market value of all
assets of the Trust, with the value of the assets of each Investment Fund being
separately determined.  On the basis of such valuations, and in accordance with
such procedures as may be specified by the Committee, the portion of each
Participant's Account invested in a particular Investment Fund shall be
adjusted by the Committee to reflect its proportionate share of the income
collected and accrued, realized and unrealized profits and losses, expenses and
all other Trust transactions attributable to that particular Investment Fund
for the valuation period then ended.  Distributions and withdrawals from the
Trust and changes in investment direction shall normally be made on the basis
of Account balances as of the end of the month during which occurs


                                     -31-

<PAGE>



the event giving rise to the distribution, withdrawal or reinvestment;
provided, however, that if between monthly valuation dates a substantial change
in the value of the assets of the Trust occurs which, in the opinion of the
Committee, requires an intermediate valuation of the assets of the Trust to
protect the beneficial interests of the Participants in connection with a
distribution, withdrawal or reinvestment, then the Committee may direct the
Trustee to determine the fair market value of the assets of the Trust as of the
intermediate valuation date specified by the Committee and make any appropriate
adjustments for such short valuation period to the Account or Accounts to be
distributed, withdrawn or reinvested.

      Section 6.2  TIME AND FORM OF DISTRIBUTION.  Distribution to a
Participant or beneficiary under this Article shall be made no later than 60
days after the end of the Plan Year during which such Participant or
beneficiary becomes entitled to distribution pursuant to this Article.  In
addition and any provision of this Plan to the contrary notwithstanding,
distribution to a Participant under the Plan shall be made or commence being
made no later than April 1 of the calendar year following the calendar year in
which the the Participant attains age 70 1/2.  Distributions that commence
being made pursuant to the the preceding sentence to a Participant who has not
separated from the employment of an Employer or Affiliated Company shall be
equal to the minimum amounts required to be distributed pursuant to Section
401(a)(9) of the Code and the regulations thereunder, without recalculation of
life expectancy and as if the Participant had no designated


                                     -32-

<PAGE>



beneficiary.  All distributions and withdrawals under this Article shall be
made in cash; provided, however, that a Participant shall have the right to
elect on a form prescribed by the Committee to receive Company Stock (or Noble
Drilling Corporation common stock, if and to the extent such Participant's
accounts in Investment Fund N include shares of Noble Drilling Corporation
common stock), with cash in lieu of fractional shares, for any distribution
or withdrawal from his or her Accounts to the extent invested in Investment
Fund N.

      Section 6.3  DISTRIBUTION OF RETIREMENT AND DISABILITY BENEFITS.  Upon
the Retirement or Permanent Disability of a Participant, the Vested Interest of
such Participant shall be distributed to such Participant in a single
distribution; provided, however, that no such distribution shall be made to a
Participant prior to his or her attainment of age 65 unless (i) such
Participant elects to receive such distribution, or (ii) the value of such
distribution is not more than $3,500.


      Section 6.4  DISTRIBUTION OF DEATH BENEFIT.  Upon the death of a
Participant, the Vested Interest of such Participant shall be distributed by
the Trustee at the direction of the Committee in a single distribution to such
Participant's beneficiary or beneficiaries determined in accordance with this
Section.  Any amount payable under the Plan upon the death of a married
Participant shall be distributed to the surviving spouse of such Participant
unless such Participant designates otherwise with the written consent of his or
her spouse which is witnessed by a member of the Committee or a notary public.
Any amount payable


                                     -33-

<PAGE>



under the Plan upon the death of a Participant who is not married or who is
married but has designated, as provided above, a beneficiary other than his or
her spouse, shall be distributed to the beneficiary or beneficiaries designated
by such Participant.  Such designation of beneficiary or beneficiaries shall be
made in writing on a form prescribed by the Committee and, when filed with the
Committee, shall become effective and remain in effect until changed by the
Participant by the filing of a new beneficiary designation form with the
Committee.  If an unmarried Participant fails to so designate a beneficiary, or
in the event all of a Participant's designated beneficiaries are individuals
who predecease such Participant, then the Committee shall direct the Trustee to
distribute the amount payable under the Plan to such Participant's surviving
spouse, if any, but if none, to such Participant's estate.  All distributions
under this Section shall be made as soon as practicable following a
Participant's death.

      Section 6.5  DISTRIBUTION OF SEPARATION FROM EMPLOYMENT BENEFIT.
            (a)   If a Participant separates from the employment of an Employer
      or Affiliated Company for any reason other than his or her Retirement,
      Permanent Disability, death or transfer to the employment of another
      Employer or Affiliated Company, the Accounts of such Participant shall be
      retained in trust and shall continue to be credited with applicable
      earnings as provided in Section 6.1, and the Vested Interest of such
      Participant shall be distributed to him or her by the Trustee at the
      direction of the Committee by payment of


                                     -34-

<PAGE>



      the entire amount in a single distribution as soon as practicable after
      the date as of which such Participant attains age 65 (or, if the
      Participant dies prior to such date, the Vested Interest of such
      Participant shall be distributed upon his or her death in accordance with
      Section 6.4); provided, however, that prior to the close of the second
      Plan Year following the Plan Year in which such separation from employment
      occurs (i) each such Participant shall have the right to elect on a form
      prescribed by the Committee to receive a cash-out distribution of his or
      her Vested Interest as soon as practicable and (ii) the Committee shall
      require a cash-out distribution of any such Participant's Vested Interest
      which does not exceed $3,500.

            (b)   If a Participant who has no Vested Interest (determined for
      this purpose without regard to his or her Pre-Tax Account) separates from
      the employment of an Employer or Affiliated Company for any reason other
      than his or her Retirement, Permanent Disability, death or transfer to the
      employment of another Employer or Affiliated Company, such Participant
      shall be deemed to have received a cash-out distribution at the time of
      such separation from employment and his or her Employer Matching Account
      shall be forfeited at such time; provided, however, that if such
      Participant is reemployed as a Covered Employee prior to incurring five
      consecutive One Year Breaks in Service, the full amount forfeited from
      such Participant's Employer Matching Account shall be restored to such
      Account out of current-year


                                     -35-

<PAGE>



      forfeitures or, if such forfeitures are insufficient, by an additional
      Employer contribution.  If a Participant who receives a cash-out
      distribution under subsection (a) of this Section has no vested right to
      any amount credited to his or her Employer Matching Account at the time
      of such distribution, unless previously forfeited such Account shall be
      forfeited at such time; provided, however, that if such Participant is
      reemployed as a Covered Employee prior to incurring five consecutive One
      Year Breaks in Service, the full amount forfeited from such Participant's
      Employer Matching Account shall be restored to such Account out of
      current-year forfeitures or, if such forfeitures are insufficient, by an
      additional Employer contribution.  If a Participant who has not yet
      incurred five consecutive One Year Breaks in Service receives a
      distribution under subsection (a) of this Section on account of his or
      her attainment of age 65 and such Participant's Employer Matching Account
      is not vested at time of such distribution, unless previously forfeited
      such Account shall be forfeited upon the earlier of the date of such
      Participant's death or the date such Participant incurs five consecutive
      One Year Breaks in Service unless such Participant is reemployed by an
      Employer or Affiliated Company prior to such date.

      Section 6.6  IN-SERVICE WITHDRAWALS.  At the end of any month while in
the employ of an Employer or Affiliated Company, a Participant may make:


                                     -36-

<PAGE>



            (a)   A withdrawal of all or a portion (in multiples of 10% or in
      whole dollar amounts) of the total amount credited to his or her Employer
      Matching Account and/or After-Tax Account if he or she has completed a
      five-year Period of Service;

            (b)   A withdrawal of all or a portion (in multiples of 10% or in
      whole dollar amounts) of the amount credited to his or her Pre-Tax
      Account if he or she has attained the age of 59 1/2;

            (c)   A withdrawal of all or a portion (in multiples of 10% or in
      whole dollar amounts) of the amount credited to his or her Rollover
      Account; and

            (d)   A hardship withdrawal of (i) such amount of Pre-Tax
      Contributions credited to his or her Pre-Tax Account under this Plan or
      the Previous Plan after December 31, 1988, and (ii) such amount credited
      to his or her Pre-Tax Account under the Previous Plan as of December 31,
      1988, as the Committee shall determine to be necessary to satisfy an
      immediate and heavy financial need of such Participant;

provided, however, that (i) no withdrawal may be made unless written notice of
such withdrawal is delivered to the Committee by the withdrawing Participant
within such period of time prior to the end of such month as the Committee may
prescribe in its discretion, (ii) only one withdrawal under this Section may be
made within any period of 24 consecutive months, and (iii) no withdrawal may be
made by a Participant to whom a loan from the Trust is then outstanding unless
the Committee is satisfied that


                                     -37-

<PAGE>



such loan will remain nontaxable and fully secured by the withdrawing
Participant's Vested Interest following such withdrawal.  The Committee shall
direct the Trustee to distribute any withdrawn amount to such Participant as
soon as practicable after the valuation and adjustment of accounts at the end
of said month.

      A hardship withdrawal will be considered to be made on account of an
immediate and heavy financial need of a Participant only if the Committee
determines that such withdrawal is on account of (i) expenses for medical care
described in Section 213(d) of the Code previously incurred by such Participant
or his or her spouse or dependents (as defined in Section 152 of the Code) or
necessary for such individuals to obtain such care, (ii) costs directly related
to the purchase of a principal residence for such Participant (excluding
mortgage payments), (iii) payment of tuition and related educational fees for
the next 12 months of post-secondary education for such Participant or his or
her spouse, children or dependents (as so defined), or (iv) payments necessary
to prevent the eviction of such Participant from his or her principal residence
or foreclosure on the mortgage of such residence.  A hardship withdrawal will
be considered to be necessary to satisfy an immediate and heavy financial need
of a Participant only if the Committee determines that (i) the amount of such
withdrawal is not in excess of the amount of such need plus any amounts
necessary to pay any federal, state or local income taxes or penalties
reasonably anticipated to result from the withdrawal, and (ii) such Participant
has obtained all


                                     -38-

<PAGE>



distributions and withdrawals, other than hardship withdrawals, and all
nontaxable loans currently available under all plans maintained by the
Employers.  Any provision of this Plan to the contrary notwithstanding, if a
Participant makes a hardship withdrawal, (i) no Pre-Tax Contributions shall be
made on behalf of such Participant for 12 months after receipt of such
withdrawal, and (ii) the Pre-Tax Contributions made on behalf of such
Participant for the calendar year immediately following the calendar year of
such withdrawal shall not exceed the amount by which the adjusted $7,000 limit
described in Section 3.1 for such next calendar year exceeds the amount of the
Pre-Tax Contributions made on behalf of such Participant for the calendar year
of such withdrawal.

      Section 6.7  DISTRIBUTIONS TO MINORS AND PERSONS UNDER LEGAL DISABILITY.
If any distribution under the Plan becomes payable to a minor or other person
under a legal disability, such distribution shall be made to the duly appointed
guardian or other legal representative of the estate of such minor or person
under legal disability.

      Section 6.8  PLAN LOANS.  Subject to such conditions and limitations as
the Committee may from time to time prescribe for application to all
Participants and beneficiaries on a uniform basis, at the request of a
Participant or beneficiary who is a party in interest (within the meaning of
Section 3(14) of the Employee Retirement Income Security Act of 1974, as
amended) as to the Plan (hereinafter called the "Borrower") the Committee shall
direct the Trustee to loan to such Borrower from his or her


                                     -39-

<PAGE>



Accounts an amount of money which, when added to the total outstanding balance
of all other loans to such Borrower from the Trust or from a qualified employer
plan (within the meaning of Section 72(p) of the Code) maintained by an
Employer or Affiliated Company, does not exceed the lesser of (i) $50,000
(reduced, however, by the excess, if any, of the highest total outstanding
balance of all such other loans during the one-year period ending on the day
before the date such loan is made, over the outstanding balance of all such
other loans on the date such loan is made), or (ii) one-half of such
Participant's Vested Interest under the Plan (or, in the case of a loan to a
beneficiary, one-half of such beneficiary's Accounts).  Any such loan made to a
Borrower shall be evidenced by a promissory note payable to the Trustee, shall
bear a reasonable rate of interest, shall be secured by one-half of the
Participant's Vested Interest under the Plan (or, in the case of a loan to a
beneficiary, one-half of such beneficiary's Accounts), shall be repayable in
substantially equal payments no less frequently than quarterly and shall be
repayable within five years.  Any provision of this Plan to the contrary
notwithstanding, the promissory note evidencing any such loan shall be held
by the Trustee as a segregated investment allocated to and made solely for the
benefit of the Account or Accounts of the Borrower from which such loan was
made.

      Section 6.9  QUALIFIED DOMESTIC RELATIONS ORDERS.  Any provision of this
Plan to the contrary notwithstanding:


                                     -40-

<PAGE>



            (a)   The Committee shall establish and maintain for each alternate
      payee named with respect to a Participant under a domestic relations
      order which is determined by the Committee to be a qualified domestic
      relations order (as defined in Section 414(p) of the Code) such separate
      Accounts as the Committee may deem to be necessary or appropriate to
      reflect such alternate payee's interest in the Accounts of such
      Participant.  Such alternate payee's Accounts shall be credited with the
      alternate payee's interest in the Participant's Accounts as determined
      under such qualified domestic relations order.  The alternate payee may
      change investment direction with respect to his or her Account balances
      in accordance with Section 4.2 in the same manner as the Participant.

            (b)   Except to the extent otherwise provided in the qualified
      domestic relations order naming an alternate payee with respect to a
      Participant, (i) the alternate payee may designate a beneficiary on a
      form prescribed by and filed with the Committee, (ii) if no such
      beneficiary is validly designated or if the designated beneficiary is a
      person who predeceases the alternate payee, the beneficiary of the
      alternate payee shall be the alternate payee's estate, and (iii) the
      beneficiary of the alternate payee shall be accorded under the Plan all
      of the rights and privileges of the beneficiary of a Participant.

            (c)   An alternate payee named with respect to a Participant shall
      be entitled to receive a distribution from



                                     -41-

<PAGE>



      the Plan in accordance with the qualified domestic relations order naming
      such alternate payee.  Such distribution may be made only in a form
      provided under the Plan and shall include only such amounts as are
      vested. If a qualified domestic relations order so provides, a lump sum
      distribution of the total vested amount credited to the alternate payee's
      Accounts may be made to the alternate payee at any time prior to the date
      the Participant named in such qualified domestic relations order attains
      his or her earliest retirement age (as defined in Section 414(p)(4)(B) of
      the Code).  To the extent provided by a qualified domestic relations
      order, the alternate payee named with respect to a Participant may make
      withdrawals (other than hardship withdrawals) from his or her Accounts in
      accordance with Section 6.6 in the same manner as a Participant who has
      completed the Period of Service completed by the Participant with respect
      to whom such alternate payee was named under said qualified domestic
      relations order.

      (d)   If a portion of any unvested amount credited to the Employer
      Matching Account of a Participant named in the qualified domestic
      relations order is credited to the Employer Matching Account of the
      alternate payee named in such qualified domestic relations order, the
      portion credited to the alternate payee's Employer Matching Account shall
      vest and/or be forfeited at the same time and in the same manner as the
      Participant's Employer Matching Account.



                                     -42-

<PAGE>



      Section 6.10  TRANSFER OF ELIGIBLE ROLLOVER DISTRIBUTION.  If a
Participant is entitled to receive an eligible rollover distribution (as
defined in Section 402(c) of the Code and the regulations thereunder) from the
Plan, such Participant may elect to have the Committee direct the Trustee to
transfer the entire amount of such distribution directly to any of the
following specified by such Participant:  an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code (other than an endowment contract), a
defined contribution plan qualified under Section 401(a) of the Code the terms
of which permit rollover contributions or an annuity plan described in Section
403(a) of the Code.  If the surviving spouse of a deceased Participant is
entitled to receive an eligible rollover distribution from the Plan, such
surviving spouse may elect to have the Committee direct the Trustee to transfer
the entire amount of such distribution directly to either an individual
retirement account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code (other than an
endowment contract) specified by such surviving spouse.  If an alternate payee
under a qualified domestic relations order (as defined in Section 414(p) of the
Code) is the spouse or former spouse of the Participant specified in the
qualified domestic relations order, this Section shall apply to such alternate
payee as if the alternate payee were a Participant.  A distributee of an
eligible rollover distribution of $500 or more who is entitled to make an
election under this Section may



                                     -43-

<PAGE>



specify that some portion less than the entire amount of such distribution be
transferred in accordance with this Section, but only if the portion specified
is $500 or more.  This Section shall not apply to eligible rollover
distributions to a distributee for a calendar year if all such distributions
from the Plan to such distributee within such calendar year are reasonably
expected to total less than $200.



                                 ARTICLE VII.

                              PLAN ADMINISTRATION

      Section 7.1  EMPLOYEE BENEFITS COMMITTEE.  The plan administrator of the
Plan shall be an Employee Benefits Committee composed of at least three
individuals appointed by the Board of Directors of the Company.  Each member of
the Committee so appointed shall serve in such office until his or her death,
resignation or removal by the Board of Directors of the Company.  The Board of
Directors of the Company may remove any member of the Committee at any time by
giving written notice thereof to the members of the Committee.  Vacancies shall
likewise be filled from time to time by the Board of Directors of the Company.
The members of the Committee shall receive no remuneration from the Plan for
their services as Committee members.

      Section 7.2  POWERS, DUTIES AND LIABILITIES OF THE COMMITTEE.  The
Committee shall have discretionary and final authority to interpret and
implement the provisions of the Plan, including without limitation authority to
determine eligibility



                                     -44-

<PAGE>



for benefits under the Plan, and shall perform all of the duties and exercise
all of the powers and discretion granted to it under the terms of the Plan.
The Committee shall act by a majority of its members at the time in office and
such action may be taken either by a vote at a meeting or in writing without a
meeting.  The Committee may by such majority action authorize any one or more
of its members to execute any document or documents on behalf of the Committee,
in which event the Committee shall notify the Trustee in writing of such action
and the name or names of its member or members so authorized to act.  Every
interpretation, choice, determination or other exercise by the Committee of any
discretion given either expressly or by implication to it shall be conclusive
and binding upon all parties directly or indirectly affected, without
restriction, however, on the right of the Committee to reconsider and
redetermine such actions.  In performing any duty or exercising any power
herein conferred, the Committee shall in no event perform such duty or exercise
such power in any manner which discriminates in favor of Highly Compensated
Employees.

      Section 7.3  RULES, RECORDS AND REPORTS.  The Committee may adopt such
rules and procedures for the administration of the Plan as are consistent with
the terms hereof, and shall keep adequate records of their proceedings and acts
and of the status of the Participants' Accounts.  The Committee may employ such
agents, accountants and legal counsel (who may be accountants or legal counsel
for an Employer) as may be appropriate for the administration of the Plan.  The
Committee shall annually provide



                                     -45-

<PAGE>



each Participant with a report reflecting the status of his or her Accounts in
the Trust and shall cause such other information, documents or reports to be
prepared, provided and/or filed as may be necessary to comply with the
provisions of the Employee Retirement Income Security Act of 1974 or any other
law.

      Section 7.4  ADMINISTRATION EXPENSES AND TAXES.  Unless otherwise paid
by the Employers in their discretion, the Committee shall direct the Trustee to
pay all reasonable and necessary expenses (including the fees of agents,
accountants and legal counsel) incurred by the Committee in connection with the
administration of the Plan.  Should any tax of any character (including
transfer taxes) be levied upon the Trust assets or the income therefrom, such
tax shall be paid from and charged against the assets of the Trust.


                                 ARTICLE VIII.

                           AMENDMENT AND TERMINATION

      Section 8.1  AMENDMENT.  The Board of Directors of the Company shall
have the right and power at any time and from time to time to amend this Plan,
in whole or in part, on behalf of all Employers.  Any such amendment made by
the Board of Directors of the Company shall be made by or pursuant to a
resolution duly adopted by the Board of Directors of the Company, and shall be
evidenced by such resolution or by a written instrument executed by such person
as the Board of Directors of the Company shall authorize for such purpose.  The
President of the Company shall have the right and power at any time and from
time to time to


                                     -46-

<PAGE>



amend this Plan to change either (or both) of the matching percentages
specified in Section 3.2 to any other matching percentage (including 0%) that
does not exceed the corresponding matching percentage in effect on January 1,
1994.  Any such amendment made by the President of the Company shall be
evidenced by a written instrument executed by the President of the Company.
With the consent of the Board of Directors of the Company and subject to such
procedure as it may prescribe, the Board of Directors of each Employer shall
have the right and power at any time and from time to time to amend this Plan,
in whole or in part, with respect to the Plan's application to the Participants
of the particular amending Employer and the assets held in the Trust for their
benefit, or to transfer such assets or any portion thereof to a new trust for
the benefit of such Participants.  However, in no event shall any amendment or
new trust permit any portion of the trust fund to be used for or diverted to
any purpose other than the exclusive benefit of the Participants and their
beneficiaries, nor shall any amendment or new trust reduce a Participant's
Vested Interest under the Plan.  The Company shall in writing notify the
Committee of any amendment or change in the provisions of the Plan.

      Section 8.2  TERMINATION.  The Board of Directors of the Company shall
have the right and power at any time to terminate this Plan on behalf of all
Employers, or to terminate this Plan as it applies to the Participants who are
or were employees of any particular Employer, by giving written notice of such
termination to the Committee and Trustee.  Any provision of this


                                     -47-

<PAGE>



Plan to the contrary notwithstanding, upon the termination or partial
termination of the Plan as to any Employer, or in the event any Employer should
completely discontinue making contributions to the Plan without formally
terminating it, all amounts credited to the Accounts of the affected
Participants of that particular Employer shall be fully vested.

                                  ARTICLE IX.

                             TOP-HEAVY PROVISIONS

      Section 9.1  TOP-HEAVY DEFINITIONS.  Unless the context clearly
indicates otherwise, when used in this Article:

            (a)   "Top-Heavy Plan" means this Plan if, as of the Determination
      Date, the aggregate of the Accounts of Key Employees under the Plan
      exceeds 60% of the aggregate of the Accounts of all Participants and
      former Participants under the Plan.  The aggregate of the Accounts of any
      Participant or former Participant shall include any distributions (other
      than related rollovers or transfers from the Plan within the meaning of
      regulations under Section 416(g) of the Code) made from such individual's
      Accounts during the Plan Year or any of the four preceding Plan Years,
      but shall not include any unrelated rollovers or transfers (within the
      meaning of regulations under Section 416(g) of the Code) made to such
      individual's Accounts after December 31, 1983.  The Accounts of any
      Participant or former Participant who (i) is not a Key Employee for the
      Plan Year in question but who was a Key Employee in a prior Plan Year, or
     (ii) has not completed an


                                     -48-

<PAGE>



      Hour of Service during the five-year period ending on the Determination
      Date, shall not be taken into account.  The determination of whether the
      Plan is a Top-Heavy Plan shall be made after aggregating all other plans
      of an Employer and any Affiliated Company qualifying under Section 401(a)
      of the Code in which a Key Employee is a participant or which enables
      such a plan to meet the requirements of Section 401(a)(4) or 410 of the
      Code, and after aggregating any other plan of an Employer or Affiliated
      Company, which is not already aggregated, if such aggregation group would
      continue to meet the requirements of Sections 401(a)(4) and 410 of the
      Code and if such permissive aggregation thereby eliminates the top-heavy
      status of any plan within such permissive aggregation group.  The
      determination of whether this Plan is a Top-Heavy Plan shall be made in
      accordance with Section 416(g) of the Code.

            (b)   "Determination Date" means, for purposes of determining
      whether the Plan is a Top-Heavy Plan for a particular Plan Year, the last
      day of the preceding Plan Year.

            (c)   "Key Employee" means any Employee or former Employee
      (including a beneficiary of such Employee or former Employee) who at any
      time during the Plan Year or any of the four preceding Plan Years is:

                  (1)   an officer of the Employer who has Compensation for any
            such Plan Year greater than 50% of


                                     -49-

<PAGE>



            the amount in effect under Section 415(b)(1)(A) of the Code for
            such Plan Year;

                  (2)   one of the 10 Employees owning (or considered as owning
            within the meaning of Section 318 of the Code) the largest
            interests in excess of 0.5% in an Employer or Affiliated Company
            and having Compensation for such Plan Year of more than the
            limitation in effect under Section 415(c)(1)(A) of the Code;

                  (3)   a person owning (or considered as owning within the
            meaning of Section 318 of the Code) more than 5% of the outstanding
            stock of an Employer or stock possessing more than 5% of the total
            combined voting power of all stock of an Employer; or

                  (4)   a person who has Compensation for such Plan Year from
            an Employer of more than $150,000 and who would be described in
            paragraph (3) hereof if 1% were substituted for 5% in each place it
            appears in such paragraph.

      For the purposes of applying Section 318 of the Code to this subsection
      (c), subparagraph (C) of Section 318(a)(2) of the Code shall be applied
      by substituting 5% for 50%.  The rules of subsections (b), (c) and (m) of
      Section 414 of the Code shall not apply for purposes of determining
      ownership in an Employer under this subsection (c).

            (d)   "Non-Key Employee" means any Employee or former Employee
      (including a beneficiary of such Employee or former Employee) who is not
      a Key Employee.


                                     -50-

<PAGE>



      Section 9.2  MINIMUM CONTRIBUTION REQUIREMENT.  Any provision of this
Plan to the contrary notwithstanding, if the Plan is a Top-Heavy Plan for any
Plan Year commencing after December 31, 1983, then the Employers will
contribute to the Employer Matching Account of each Non-Key Employee who is
both eligible to participate and in the employ of an Employer on the last day
of such Plan Year, an amount which, when added to the total amount of Pre-Tax
Contributions, Matching Contributions, Discretionary Contributions and
forfeitures otherwise allocable under the Plan to such Non-Key Employee for
such year, shall equal the lesser of (i) 3% of the Total Compensation received
by such Non-Key Employee during such year or (ii) the amount contributed by an
Employer (expressed as a percentage of Total Compensation) for or on behalf of
the Key Employee for whom such percentage is the highest for the Plan Year
after taking into account contributions under other defined contribution plans
maintained by the Employer in which a Key Employee is a participant (as well as
any other plan of an Employer which enables such a plan to meet the
requirements of Section 401(a)(4) or 410 of the Code); provided, however, that
no minimum contribution shall be made for a Non-Key Employee under this Section
for any Plan Year if the Employer maintains another qualified plan under which
a minimum benefit or contribution is being accrued or made for such Plan Year
for the Non-Key Employee in accordance with Section 416(c) of the Code.  A
on-Key Employee who is not a Participant, but for whom a contribution is made
pursuant to this Section, shall be accorded all of the


                                     -51-

<PAGE>



rights and privileges of a Participant under the Plan except that no
contributions (other than contributions pursuant to this Section) shall be made
for or on behalf of such Non-Key Employee until he or she meets the
participation requirements of Section 2.2.

      Section 9.3  MINIMUM VESTING SCHEDULE.  Any provision of this Plan to
the contrary notwithstanding, if the Plan is a Top-Heavy Plan for any Plan Year
commencing after December 31, 1983, then effective as of the first day of such
Plan Year with respect to Participants who complete an Hour of Service on or
after such day, the vesting schedule provided in Section 5.3(a) shall be
applied as if to read as follows:


<TABLE>
<CAPTION>
               PERIOD OF SERVICE
            COMPLETED BY PARTICIPANT                PERCENTAGE VESTED
            ------------------------                -----------------
            <S>                                     <C>
               Less than 3 years                              None
               3 or more years                                100%
</TABLE>


                                  ARTICLE X.

                       MISCELLANEOUS GENERAL PROVISIONS

      Section 10.1  SPENDTHRIFT PROVISION.  No right or interest of any
Participant or beneficiary under the Plan may be assigned, transferred or
alienated, in whole or in part, either directly or by operation of law, and no
such right or interest shall be liable for or subject to any debt, obligation
or liability of such Participant or beneficiary; provided, however, that
nothing herein shall prevent the payment of amounts from a Participant's
Accounts under the Plan in accordance with the terms of a court order which
the Committee has determined to be a qualified


                                     -52-

<PAGE>



domestic relations order (as defined in Section 414(p) of the Code).

      Section 10.2  CLAIMS PROCEDURE.  If any person (hereinafter called the
"Claimant") feels that he or she is being denied a benefit to which he or she
is entitled under the Plan, such Claimant may file a written claim for said
benefit with any member of the Committee.  Within 60 days of the receipt of
such claim the Committee shall determine and notify the Claimant as to whether
he or she is entitled to such benefit.  Such notification shall be in writing
and, if denying the claim for benefit, shall set forth the specific reason or
reasons for the denial, make specific reference to the pertinent provisions of
the Plan, and advise the Claimant that he or she may, within 60 days of the
receipt of such notice, in writing request to appear before the Committee for
a hearing to review such denial.  Any such hearing shall be scheduled at the
mutual convenience of the Committee or its designated representative and the
Claimant, and at such hearing the Claimant and/or his or her duly authorized
representative may examine any relevant documents and present evidence and
arguments to support the granting of the benefit being claimed.  The final
decision of the Committee with respect to the claim being reviewed shall be
made within 60 days following the hearing thereon and the Committee shall in
writing notify the Claimant of its final decision, again specifying the reasons
therefor and the pertinent provisions of the Plan upon which such decision is
based.  The final decision of the


                                     -53-

<PAGE>



Committee shall be conclusive and binding upon all parties having or claiming
to have an interest in the matter being reviewed.

      Section 10.3  MAXIMUM CONTRIBUTION LIMITATION.  Any provision of this
Plan to the contrary notwithstanding, the sum of (i) the Employer
contributions, (ii) the forfeitures, and (iii) the Participant contributions
(excluding rollover contributions and employee contributions to a simplified
employee pension allowable as a deduction, each within the meaning specified
in Section 415(c)(2) of the Code), allocated to a Participant with respect to a
Plan Year shall in no event exceed the lesser of $30,000 (or, if greater,
one-fourth of the dollar limitation in effect under Section 415(b)(1)(A) of
the Code) or 25% of such Participant's Total Compensation for that year.  For
the purposes of applying the limitation imposed by this Section, each Employer
and its Affiliated Companies shall be considered a single employer, and all
defined contribution plans (meaning plans providing for individual accounts and
for benefits based solely upon the amounts contributed to such accounts and any
forfeitures, income, expenses, gains and losses allocated to such accounts)
described in Section 415(k) of the Code, whether or not terminated, maintained
by an Employer or its Affiliated Companies shall be considered a single plan.
If the total amount allocable to a Participant's Accounts for a particular Plan
Year would, but for this sentence, exceed the foregoing limitation, the
following adjustments shall be made in the following order to the extent
necessary:  (i) such Participant's Pre-Tax Contributions shall be distributed
to such Participant, and (ii) any Matching


                                     -54-

<PAGE>



Contributions or Discretionary Contributions allocable to such Participant in
excess of the foregoing limitation shall be credited to a suspense account and
thereafter reallocated (prior to the application of any amounts subsequently
credited to the forfeiture account established under Section 3.7) among the
remaining Participants as an additional Discretionary Contribution in
accordance with Section 3.5(a).  No adjustment shall be made to such suspense
account to reflect income, profits and losses, expenses or other transactions
affecting the Plan.  Any Pre-Tax Contributions distributed to a Participant
pursuant to this Section shall not be taken into account in determining such
Participant's actual deferral percentage for purposes of Section 3.6.

      Section 10.4  EMPLOYMENT NONCONTRACTUAL.  The establishment of this Plan
shall not enlarge or otherwise affect the terms of any Employee's employment
with an Employer and an Employer may terminate the employment of any Employee
as freely and with the same effect as if this Plan had not been adopted.

      Section 10.5  LIMITATIONS ON RESPONSIBILITY.  The Employers do not
guarantee or indemnify the Trust against any loss or depreciation of its assets
which may occur, nor guarantee the payment of any amount which may become
payable to a Participant or his or her beneficiaries pursuant to the provisions
of this Plan.  All payments to Participants and their beneficiaries shall be
made by the Trustee at the direction of the Committee solely from the assets of
the Trust and the Employers shall have no


                                     -55-

<PAGE>



legal obligation, responsibility or liability for any such payments.

      Section 10.6  MERGER OR CONSOLIDATION.  In no event shall this Plan be
merged or consolidated into or with any other plan, nor shall any of its assets
or liabilities be transferred to any other plan, unless each Participant would
be entitled to receive a benefit if the plan in which he or she then
participates terminated immediately following such merger, consolidation or
transfer, which is equal to or greater than the benefit he or she would have
been entitled to receive if the Plan had been terminated immediately prior to
such merger, consolidation or transfer.

      Section 10.7  APPLICABLE LAW.  This Plan shall be governed and construed
in accordance with the internal laws (and not the principles relating to
conflicts of laws) of the State of Oklahoma except where superseded by federal
law.

      IN WITNESS WHEREOF, this restated Plan has been executed by Noble
Affiliates, Inc. on behalf of all Employers this 19th day of May, 1994, to be
effective as of January 1, 1994.

                                       NOBLE AFFILIATES, INC.


                                       By: /S/  Robert Kelley
                                          ----------------------------------
                                           Title: Chairman, President &
                                                   Chief Executive Officer
                                       - 56 -




<PAGE>



                            AMENDMENT NO. 9 TO THE
                               NOBLE AFFILIATES
                       THRIFT AND PROFIT SHARING PLAN


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

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

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

      FIRST:  Section 1.1(c) of the Plan is hereby amended by adding the

following sentence to the end thereof:

      In determining the Basic Compensation of an Employee, the rules of Section
      414(q)(6) of the Internal Revenue Code shall apply, except that in
      applying such rules, the term "family" shall include only the spouse of
      the Employee and any lineal descendants of the Employee who have not
      attained age 19 prior to the end of the Plan Year.

      SECOND:  Section 3.6 of the Plan is hereby amended by adding the

following subsection to the end thereof:

            (d)  Any provision of this Plan to the contrary notwithstanding, in
      addition to the above limitations of this Section, the sum of the actual
      deferral percentage and the contribution percentage for the group of
      Highly Compensated Employees as determined pursuant to and after
      application of subsections (b) and (c) of this Section shall not exceed
      the "aggregate limit."  The "aggregate limit" shall be equal
 to the
      greater of:

                  (1)  the sum of: (i) 1.25 times the greater of the relevant
            actual deferral percentage or the relevant contribution percentage,
            and (ii) two percentage points plus the lesser of the relevant
            actual deferral percentage or the relevant contribution percentage,
            provided that the amount in this clause (ii) shall not exceed twice
            the lesser of the relevant actual deferral percentage or the
            relevant contribution percentage; or

                  (2)  the sum of: (i) 1.25 times the lesser of the relevant
            actual deferral percentage or the relevant contribution percentage,
            and (ii) two percentage points plus the greater of the relevant
            actual deferral percentage or the relevant contribution percentage,
            provided that the amount in this clause (ii) shall not exceed twice
            the greater of the relevant actual deferral percentage or the
            relevant contribution percentage.




<PAGE>


      The "relevant actual deferral percentage" means the actual deferral
      percentage determined pursuant to subsection (b) of this Section for
      the group of Employees who are not Highly Compensated Employees.
      The "relevant contribution percentage" means the contribution
      percentage determined pursuant to subsection (c) of this Section for the
      group of Employees who are not Highly Compensated Employees.  In the event
      that the aggregate limit is exceeded in any year, then the actual deferral
      percentage and/or contribution percentage for Participants who are members
      of the group of Highly Compensated Employees shall be reduced by reducing
      first any Pre-Tax Contributions and then any Matching Contributions made
      for such Plan Year for or on behalf of the Highly Compensated Employees
      with the largest individual actual deferral percentages and/or
      contribution percentages to the largest uniform actual deferral percentage
      and/or contribution percentage (commencing with the Highly Compensated
      Employee with the largest actual deferral percentage and/or contribution
      percentage and reducing his or her actual deferral percentage and/or
      contribution percentage to the extent necessary to satisfy the above
      restrictions or to lower such actual deferral percentage and/or
      contribution percentage to the actual deferral percentage and/or
      contribution percentage of the Highly Compensated Employee with the next
      highest actual deferral percentage and/or contribution percentage, and
      repeating this process as necessary) that permits the sum of the actual
      deferral percentage and contribution percentage for said group of Highly
      Compensated Employees to satisfy the above restrictions.  If any portion
      of a Pre-Tax Contribution made on behalf of a Participant is distributed
      to such Participant pursuant to this subsection, any portion of a Matching
      Contribution (along with any income allocable thereto) made for such
      Participant that matches the distributed Pre-Tax Contribution shall be
      forfeited.  Any additional Matching Contributions made for a Participant
      which cannot be credited to the Employer Matching Account of such
      Participant for a Plan Year because of the limitation contained in this
      subsection (along with any income allocable thereto) shall be forfeited if
      forfeitable, but if not forfeitable, distributed to such Participant
      within 2 1/2 months after the end of such year.  If for a Plan Year the
      Compensation received by an Employee is treated pursuant to Section 1.1(p)
      as Compensation received by a Highly Compensated Employee, then this
      subsection shall be applied to such Employees for such Plan Year in
      accordance with regulations under Section 401(k) and (m) of the Internal
      Revenue Code.



                                     -2-

<PAGE>



      IN WITNESS WHEREOF, this Amendment has been executed this

19th day of May, 1994, to be effective as of January 1, 1989.

                                       NOBLE AFFILIATES, INC.



                                       By:  /S/  ROBERT KELLEY
                                          ----------------------------------
                                           Title: Chairman, President &
                                                   Chief Executive Officer
                                       - 3 -



<PAGE>



                     RESTORATION OF RETIREMENT INCOME PLAN

                                      FOR

                 CERTAIN PARTICIPANTS IN THE NOBLE AFFILIATES

                                RETIREMENT PLAN



      THIS RESTORATION OF RETIREMENT INCOME PLAN, made and executed at Ardmore,

Oklahoma, by Noble Affiliates, Inc.,

                               WITNESSETH THAT:

      WHEREAS, Noble Affiliates, Inc. and certain of its affiliates have
heretofore established an unfunded excess benefit plan within the meaning of
Section 3(36) of the Employee Retirement Income Security Act of 1974, as
amended, known as the Restoration of Retirement Income Plan for Certain
Participants in the Noble Affiliates Retirement Plan (the "Restoration Plan") to
supplement the benefits payable under the Noble Affiliates Retirement Plan to
its participants and beneficiaries whose benefits otherwise payable under the
Noble Affiliates Retirement Plan have been reduced because of the maximum
benefit limitations imposed under the Noble Affiliates Retirement Plan in order
to comply with the requirements of Section 415 of the Internal Revenue Code of
1986, as amended; and

      WHEREAS, Noble Affiliates, Inc. now desires to amend said Restoration Plan
on behalf of all participating employers to provide additional benefits to a
select group of management or highly
 compensated employees of such employers;

      NOW, THEREFORE, in consideration of the premises and pursuant to the
provisions of Restoration Plan Section 6, the



<PAGE>



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

1.    PURPOSE AND NATURE OF THE PLAN

            This Restoration of Retirement Income Plan (the "Plan") has been
      established by Noble Affiliates, Inc. (the "Company") and certain of its
      affiliates (the Company and its affiliates that have adopted this Plan
      each an "Employer" and together the "Employers") to provide for the
      payment of certain pension and pension-related benefits to or with respect
      to certain employees who are participants in the Noble Affiliates
      Retirement Plan (the "Basic Plan") so that the total pension and
      pension-related benefits of such employees can be determined on the same
      basis as is applicable to all other employees participating in the Basic
      Plan.  This Plan is unfunded and has been established by the Employers
      primarily for the purpose of providing deferred compensation for a select
      group of management or highly compensated employees.

2.    DEFINITIONS

            If not otherwise defined herein, all terms used in this Plan shall
      have the same meaning as assigned to them under the provisions of the
      Basic Plan.

3.    ADMINISTRATION

            This Plan shall be administered by the Employee Benefits Committee
      (the "Committee") established under the Basic Plan, which shall administer
      this Plan in a manner


                                     -2-

<PAGE>



      consistent with its terms and with the administrative powers provided for
      the administration of the Basic Plan, as from time to time amended and in
      effect, except that this Plan shall be administered as an unfunded plan
      which is not intended to meet the qualification requirements of Section
      401 of the Internal Revenue Code of 1986, as amended (the "Code").  The
      Committee shall have full power and discretionary authority to interpret,
      construe and administer this Plan and the Committee's interpretations and
      construction hereof and actions hereunder, including determinations with
      respect to the eligibility for and the amount or recipient of Plan
      benefits hereunder, shall be binding and conclusive on all persons for all
      purposes.

4.    ELIGIBILITY

            Employees and former employees of an Employer who are participants
      in the Basic Plan and whose pension or pension-related benefits under the
      Basic Plan are limited by the provisions imposed by the Basic Plan in
      order to comply with the maximum compensation limitation requirement of
      Section 401(a)(17) of the Code or the maximum benefit limitation
      requirement of Section 415 of the Code (each a "Participant" and together
      the "Participants"), and their beneficiaries under the Basic Plan, shall
      be eligible for benefits under this Plan.  In no event shall any person
      who is not entitled to benefits under the Basic Plan be eligible for a
      benefit under this Plan.


                                     -3-

<PAGE>



5.    AMOUNT OF BENEFITS

            If a Participant or beneficiary of a Participant receives or
      commences receiving benefits under the Basic Plan, then such Participant
      or beneficiary shall be entitled to receive benefits under this Plan which
      are actuarially equivalent to the excess, if any, of:

            (a)   the value of the benefits which would have been payable to
                  such Participant or beneficiary under the Basic Plan if the
                  provisions of the Basic Plan were administered without regard
                  to (i) the maximum amount of compensation limitation imposed
                  under the Basic Plan in order to comply with Section
                  401(a)(17) of the Code, and (ii) the maximum amount of
                  retirement income limitation imposed under the Basic Plan in
                  order to comply with Section 415 of the Code, over

            (b)   the value of the benefits which are actually payable to such
                  Participant or beneficiary under the provisions of the Basic
                  Plan.

            For the purposes of this Plan, the value of benefits and the amounts
      payable under alternate forms of benefits shall be determined using the
      actuarial assumptions being used under the Basic Plan for such purposes.

6.    PAYMENT OF BENEFITS

            The benefits payable to a Participant or beneficiary of a
      Participant under this Plan shall commence in payment


                                     -4-

<PAGE>



      concurrently with the commencement of the payment of benefits to such
      Participant or beneficiary under the Basic Plan, and shall be paid to such
      Participant or beneficiary in such form available under the Basic Plan as
      shall be selected by the Committee in its absolute discretion.  All
      benefits payable under this Plan to or with respect to a Participant who
      was an employee of an Employer shall be paid from the general assets of
      such Employer.  If the benefits payable to or with respect to a
      Participant under this Plan are attributable to periods of employment with
      more than one Employer, the amount payable to or with respect to such
      Participant shall be apportioned among and paid by the Employers who
      employed such Participant in such proportions as shall be determined by
      the Committee in its absolute discretion.  No Participant, beneficiary of
      a Participant or other person shall have, under any circumstances, any
      interest whatever in any particular property or assets of an Employer by
      virtue of this Plan.

7.    AMENDMENT AND DISCONTINUANCE

            The Board of Directors of the Company shall have the right and power
      at any time and from time to time to amend this Plan, in whole or in part,
      on behalf of all Employers, and at any time to terminate this Plan or any
      Employer's participation hereunder.  Any amendment to or termination of
      this Plan shall be made by or pursuant to a resolution duly adopted by the
      Board of Directors of the Company and shall


                                     -5-

<PAGE>



      be evidenced by such resolution or by a written instrument executed by
      such person as the Board of Directors of the Company shall authorize for
      such purpose.  Any provision of this Plan to the contrary notwithstanding,
      no amendment to or termination of this Plan shall reduce or eliminate an
      Employer's obligation for the payment of benefits accrued under this Plan
      as of the date of such amendment or termination, such benefits to be
      determined as if the Basic Plan had terminated on such date.

8.    RESTRICTION ON ASSIGNMENT

            The benefits provided hereunder are intended for the personal
      security of persons entitled to payment under this Plan and are not
      subject in any manner to the debts or other obligations of the persons to
      whom they are payable.  The interest of a Participant or beneficiary of a
      Participant may not be sold, transferred, assigned, or encumbered in any
      manner, either voluntarily or involuntarily, and any attempt to so
      anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge
      the same shall be null and void; neither shall the benefits hereunder be
      liable for or subject to the debts, contracts, liabilities, engagements,
      or torts of any person to whom such benefits or funds are payable, nor
      shall they be subject to garnishment, attachment, or other legal or
      equitable process nor shall they be an asset in bankruptcy.


                                     -6-

<PAGE>



            If a Participant or any other person entitled to a benefit under
      this Plan becomes bankrupt or makes an assignment for the benefit of
      creditors or in any way suffers a lien or judgment against his or her
      personal assets, or in any way attempts to anticipate, alienate, sell,
      assign, pledge, encumber or charge a benefit, right or interest hereunder,
      then such benefit, right or interest may be terminated by the Committee in
      its absolute discretion.

9.    CONTINUED EMPLOYMENT

            Nothing contained in this Plan shall be construed as conferring upon
      any employee of an Employer the right to continue in the employ of such
      Employer in any capacity.

10.   LIABILITY OF THE COMMITTEE

            No member of the Committee shall be liable for any loss unless
      resulting from his or her own fraud or willful misconduct, and no such
      member shall be personally liable for or with respect to any agreement,
      act, transaction or omission executed, committed or suffered to be
      committed by such member as a member of the Committee or by any other
      member, agent, representative or employee of the Committee.  The Committee
      and any individual member of the Committee and any agent thereof shall be
      fully protected in relying upon the advice of the following professional
      consultants or advisors employed by the Company or the Committee:  any
      attorney insofar as legal matters are concerned, any


                                     -7-

<PAGE>



      accountant insofar as accounting matters are concerned, and any actuary
      insofar as actuarial matters are concerned.

11.   INDEMNIFICATION

            The Employers shall indemnify and hold harmless each member of the
      Committee and each director, officer and employee of an Employer against
      any claim, cost, expense (including attorneys' fees), judgment or
      liability (including any sum paid in settlement of a claim with the
      approval of the Company) arising out of any act or omission to act as a
      member of the Committee or any other act or omission to act relating to
      this Plan, except in the case of such person's fraud or willful
      misconduct.

12.   BINDING ON EMPLOYERS, EMPLOYEES AND THEIR SUCCESSORS

            This Plan shall be binding upon and inure to the benefit of each
      Employer, its successors and assigns, and each Participant and his or her
      beneficiaries, heirs, executors, administrators and legal representatives.

13.   TERMINATION OF SERVICE FOR DISHONESTY

            If a Participant's employment with an Employer is terminated because
      of dishonest conduct injurious to such Employer, or if dishonest conduct
      injurious to an Employer is committed by a Participant employed by an
      Employer and such conduct is discovered by such Employer during the
      lifetime of the Participant and within one year after his or her
      employment with such Employer terminated or within one year after his or
      her retirement under the Basic Plan, the


                                     -8-

<PAGE>



      Committee may terminate such Participant's interest and benefits under
      this Plan.

            The dishonest conduct injurious to an Employer committed by a
      Participant shall be determined and decided by the Committee only after a
      full investigation of such alleged dishonest conduct and an opportunity
      has been given to the Participant to appear before the Committee to
      present his or her case.  The decision made by the Committee in such cases
      shall be final and binding on all persons affected by such decision.

14.   RIGHTS OF AFFILIATES TO PARTICIPATE

            Any subsidiary or affiliate of the Company may adopt this Plan and
      become an Employer hereunder by proper action taken by the board of
      directors or other governing authority of such subsidiary or affiliate.
      The administrative powers and control of the Company, as provided in this
      Plan, shall not be deemed diminished under this Plan by reason of the
      participation of any other Employer and the administrative powers and
      control granted hereunder to the Committee shall be binding upon any
      Employer adopting this Plan.  Each Employer adopting this Plan shall have
      the obligation to pay the benefits of its employees hereunder and no other
      Employer shall have such obligation.  Any failure by a particular Employer
      to pay or otherwise discharge its obligations under this Plan shall have
      no effect on any other Employer.  Any Employer may discontinue this Plan
      at


                                     -9-

<PAGE>



      any time by proper action of its board of directors or other governing
      authority; provided, however, that such discontinuance shall not reduce or
      eliminate such Employer's obligation for the payment of benefits accrued
      under this Plan as of the date of such discontinuance, such benefits to be
      determined as if the Basic Plan had terminated on such date.

15.   CLAIMS PROCEDURE

            If any person (hereinafter called the "Claimant") feels that he or
      she is being denied a benefit to which he or she is entitled under this
      Plan, such Claimant may file a written claim for said benefit with the
      Committee.  Within sixty days following the receipt of such claim the
      Committee shall determine and notify the Claimant as to whether he or she
      is entitled to such benefit.  Such notification shall be in writing and,
      if denying the claim for benefit, shall set forth the specific reason or
      reasons for the denial, make specific reference to the pertinent
      provisions of this Plan, and advise the Claimant that he or she may,
      within sixty days following the receipt of such notice, in writing request
      to appear before the Committee or its designated representative for a
      hearing to review such denial.  Any such hearing shall be scheduled at the
      mutual convenience of the Committee or its designated representative and
      the Claimant, and at any such hearing the Claimant and/or his or her duly
      authorized representative may examine any relevant


                                     -10-

<PAGE>



      documents and present evidence and arguments to support the granting of
      the benefit being claimed.  The final decision of the Committee with
      respect to the claim being reviewed shall be made within sixty days
      following the hearing thereon, and Committee shall in writing notify the
      Claimant of said final decision, again specifying the reasons therefor and
      the pertinent provisions of this Plan upon which said final decision is
      based.  The final decision of the Committee shall be conclusive and
      binding upon all parties having or claiming to have an interest in the
      matter being reviewed.

16.   APPLICABLE LAW

            This Plan shall be governed and construed in accordance with the
      internal laws (and not the principles relating to conflicts of laws) of
      the State of Oklahoma, except where superseded by federal law.

      IN WITNESS WHEREOF, this Plan has been executed on this 21st day of
September, 1994, to be effective as of May 19, 1994.

                                       NOBLE AFFILIATES, INC.


                                       By:/S/  ROBERT KELLEY
                                          ----------------------------------
                                           Title: Chairman, President &
                                                   Chief Executive Officer

                                       - 11 -





<PAGE>



                               NOBLE AFFILIATES
                           THRIFT RESTORATION PLAN


      THIS PLAN, made and executed at Ardmore, Oklahoma, by NOBLE AFFILIATES,
INC., a Delaware corporation, is being established primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees of Noble Affiliates, Inc. and its participating
affiliates.

                                  ARTICLE I.

                                 DEFINITIONS

      Section 1.1  DEFINITIONS.  Unless the context clearly indicates
otherwise, when used in this Plan:

           (a)   "Account" means a Participant's Deferral Account or Matching
      Account, as the context requires.

           (b)   "Affiliated Company" means any corporation or organization,
      other than an Employer, which is a member of a controlled group of
      corporations (within the meaning of Section 414(b) of the Internal
      Revenue Code) or of an affiliated service group (within the meaning of
      Section 414(m) of the Internal Revenue Code) with respect to which an
      Employer is also a member, and any other incorporated or unincorporated
      trade or business which along with an Employer is under common control
      (within the meaning of Section 414(c) of the Internal Revenue Code).

           (c)   "Committee" means the committee designated pursuant to Plan
      Section 2.1 to administer this Plan.

           (d)   "Company"
 means Noble Affiliates, Inc.

           (e)   "Deferral Account" means the account established and maintained
      on the books of an Employer pursuant to Plan Section 3.2 to record a
      Participant's interest under this Plan attributable to amounts credited to
      such Participant pursuant to Plan Section 3.2(a).

           (f)   "Election Period" means the period prior to the beginning of a
      Plan Year (or, with respect to the Plan's first Plan Year, the period
      prior to June 1, 1994) which is specified by the Committee for the making
      of deferral elections for such year pursuant to Plan Section 3.1.

           (g)   "Eligible Employee" means the President of the Company and any
      other employee of an Employer (i) who has satisfied the service
      requirement necessary to be eligible to make contributions to the Thrift
      Plan, (ii) whose annual base salary is at least $85,000, and (iii) who has
      been



<PAGE>



      designated by the President as an Eligible Employee for the purposes of
      this Plan.

          (h)   "Employer" includes the Company and any other incorporated or
      unincorporated trade or business which may adopt both the Thrift Plan and
      this Plan.

          (i)   "Matching Account" means the account established and maintained
      on the books of an Employer pursuant to Plan Section 3.2 to record a
      Participant's interest under this Plan attributable to amounts credited to
      such Participant pursuant to Plan Section 3.2(b).

          (j)   "Participant" means an Eligible Employee or former Eligible
      Employee for whom an Account is being maintained under this Plan.

          (k)   "Plan" means this Noble Affiliates Thrift Restoration Plan as
      in effect from time to time.

          (l)   "Plan Year" means the twelve-month period commencing January 1
      and ending the following December 31.

          (m)   "Thrift Plan" means the Noble Affiliates Thrift and Profit
      Sharing Plan as in effect from time to time.

                                  ARTICLE II.

                             PLAN ADMINISTRATION

      Section 2.1  COMMITTEE.  This Plan shall be administered by the
Committee appointed to administer the Thrift Plan on behalf of the Employers.
The Committee shall have discretionary and final authority to interpret and
implement the provisions of the Plan, including without limitation, authority to
determine eligibility for benefits under the Plan.  The Committee shall act by a
majority of its members at the time in office and such action may be taken
either by a vote at a meeting or in writing without a meeting.  The Committee
may adopt such rules and procedures for the administration of the Plan as are
consistent with the terms hereof and shall keep adequate records of its
proceedings and acts.  Every interpretation, choice, determination or other
exercise by the Committee of any power or discretion given either expressly or
by implication to it shall be conclusive and binding upon all parties having or
claiming to have an interest under the Plan or otherwise directly or indirectly
affected by such action, without restriction, however, on the right of the
Committee to reconsider and redetermine such action.  The Employers shall
indemnify and hold harmless each member of the Committee and each director,
officer and employee of an Employer against any claim, cost, expense (including


                                     -2-

<PAGE>



attorneys' fees), judgment or liability (including any sum paid in settlement of
a claim with the approval of the Company) arising out of any act or omission to
act as a member of the Committee or any other act or omission to act relating to
this Plan, except in the case of such person's fraud or willful misconduct.

                                 ARTICLE III.

                      DEFERRED COMPENSATION PROVISIONS

      Section 3.1  DEFERRAL ELECTION.  During the Election Period for each
Plan Year, an Eligible Employee may elect to have the payment of the following
amounts of his or her compensation deferred for payment in the manner and at the
time specified in Plan Section 3.4:

            (a)   The portion of his or her elected pre-tax contributions to the
      Thrift Plan which cannot be made to the Thrift Plan because of (i) the
      maximum contribution limitation imposed under the Thrift Plan in order to
      comply with the requirement of section 402(g) of the Internal Revenue
      Code, (ii) a contribution limitation imposed under the Thrift Plan by the
      Thrift Plan Committee in order to comply with the nondiscriminatory
      contribution requirement of section 401(k) of the Internal Revenue Code,
      or (iii) the maximum compensation limitation imposed under the Thrift Plan
      in order to comply with the requirement of section 401(a)(17) of the
      Internal Revenue Code.

            (b)   An amount up to 10% of the annual base salary otherwise
      payable by an Employer to such Participant for such Plan Year.  The amount
      of annual base salary a Participant elects to defer pursuant to this
      Section 3.1(b) shall be deferred in equal pay period installments.

      All elections made pursuant to this Plan Section 3.1 shall be made in
writing on a form prescribed by and filed with the Committee and shall be
irrevocable.

      Section 3.2  PARTICIPANT ACCOUNTS.  An Employer shall establish and
maintain on its books a Deferral Account and a Matching Account for each
Eligible Employee employed by such Employer.  Each such Account shall be
designated by the name of the Participant for whom established and shall be
credited in accordance with the following provisions:

            (a)   The amount of any compensation from an Employer for a Plan
      Year that is deferred for a Participant pursuant to Plan Section 3.1 shall
      be credited by such Employer to such Participant's Deferral Account as of
      the last day of


                                     -3-

<PAGE>



      the month in which such amount would otherwise have been paid to such
      Participant by such Employer.

            (b)   The amount of any Employer matching contribution that would
      have been made by an Employer to the Thrift Plan for a Participant for a
      pay period if (i) the compensation such Participant elected to defer for
      such pay period pursuant to Plan Section 3.1(a) had been contributed to
      the Thrift Plan as a pre-tax contribution for such Participant for such
      pay period, and (ii) the provisions of the Thrift Plan were administered
      without regard to the limitations referred to in Plan Section 3.1(a),
      shall be credited to such Participant's Matching Account as of the day
      such Employer matching contribution would have been made to the Thrift
      Plan for such Participant under such circumstances.

      Section 3.3  ACCOUNT ADJUSTMENTS.  On the last day of each month of each
Plan Year, each Account shall be credited with an amount equal to the interest
that would have been earned during that month on the amounts credited to such
Account if such amounts were credited with interest for that month at a rate
equal to 2% above the prime rate as published in The Wall Street Journal on the
first business day of such month.

      Section 3.4  ACCOUNT PAYMENTS.  Upon a Participant's termination of
employment with an Employer or Affiliated Company for any reason other than
death or transfer to employment with another Employer or Affiliated Company, the
amount credited to each Account being maintained by an Employer for such
Participant shall be paid by such Employer to such Participant (or, in the event
of his or her subsequent death, to the beneficiary or beneficiaries designated
by such Participant pursuant to Plan Section 3.5) in a single lump sum in cash
within sixty days following such termination of employment and shall be charged
against such Account; provided, however, that if such Participant is not fully
vested in the amount credited to his or her employer matching contribution
account under the Thrift Plan at the time of such termination of employment,
then the amount credited to such Participant's Matching Account shall be reduced
at the time of such termination of employment to an amount equal to the amount
then credited to said Matching Account multiplied by the vested percentage
applicable to such Participant's employer matching contribution account under
the Thrift Plan as of the date of such termination of employment.  Upon a
Participant's termination of employment with an Employer or Affiliated Company
by reason of death, the amount credited to each Account being maintained by an
Employer for such Participant shall be paid by such Employer to the beneficiary
or beneficiaries designated by such Participant pursuant to Plan Section 3.5 in
a single lump sum in cash within sixty days following such Participant's death
and shall be charged against such Account.


                                     -4-

<PAGE>



      Section 3.5  DESIGNATION OF BENEFICIARIES.  Any amount payable under
this Plan after the death of a Participant shall be paid when otherwise due
hereunder to the beneficiary or beneficiaries designated by such Participant.
Such designation of beneficiary or beneficiaries shall be made in writing on a
form prescribed by and filed with the Committee and shall remain in effect until
changed by such Participant by the filing of a new beneficiary designation form
with the Committee.  If a Participant fails to so designate a beneficiary, or in
the event all of the designated beneficiaries are individuals who either
predecease the Participant or survive the Participant but die prior to receiving
the full amount payable under this Plan, any remaining amount payable under this
Plan shall be paid to such Participant's estate when otherwise due hereunder.

      Section 3.7  HARDSHIP DISTRIBUTIONS.  If a Participant who is fully
vested in the amount credited to his or her employer matching contribution
account under the Thrift Plan encounters an unanticipated severe financial
emergency which is caused by an event or series of events beyond the control of
such Participant and which has or will result in a severe financial hardship to
such Participant if he or she does not receive an early distribution from an
Account being maintained for such Participant under this Plan, the Committee in
its absolute discretion may direct the Employer maintaining such Account to pay
to such Participant in cash and charge against such Account such portion of the
amount then credited to such Account (including, if appropriate, the entire
balance thereof) as the Committee shall determine to be necessary to alleviate
the severe financial hardship of such Participant.  No distribution shall be
made to a Participant pursuant to this Plan Section 3.7 unless such Participant
requests such a distribution in writing and provides to the Committee such
information and documentation with respect to his or her financial emergency and
hardship as may be requested by the Committee.

      Section 3.8  MATCHING ACCOUNT FORFEITURE.  Any provision of this Plan to
the contrary notwithstanding, if the Committee in its absolute discretion
determines that a Participant's employment with an Employer or Affiliated
Company was terminated either (i) by discharge by such Employer or Affiliated
Company for cause, or (ii) by such Participant's quitting to render services to,
become employed by or otherwise directly or indirectly participate or engage in
the financing or conduct of any business which competes with a business
conducted by such Employer or Affiliated Company in an area where such business
is then being conducted by such Employer or Affiliated Company, such Participant
shall thereupon forfeit the entire amount credited to his or her Matching
Account.



                                     -5-

<PAGE>



                                  ARTICLE IV.

                          AMENDMENT AND TERMINATION

      Section 4.1  AMENDMENT AND TERMINATION.  The Board of Directors of the
Company shall have the right and power at any time and from time to time to
amend this Plan, in whole or in part, on behalf of all Employers, and at any
time to terminate this Plan or any Employer's participation hereunder.  Any
amendment to or termination of this Plan shall be made by or pursuant to a
resolution duly adopted by the Board of Directors of the Company, and shall be
evidenced by such resolution or by a written instrument executed by such person
as the Board of Directors of the Company shall authorize for such purpose.  Any
provision of this Plan to the contrary notwithstanding, no amendment to or
termination of this Plan shall reduce the amounts actually credited to a
Participant's Accounts as of the date of such amendment or termination, or
further defer the dates for the payment of such amounts, without the consent of
the affected Participant.

                                  ARTICLE V.

                          MISCELLANEOUS PROVISIONS

      Section 5.1  NATURE OF PLAN AND RIGHTS.  This Plan is unfunded and
maintained by the Employers primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of
the Employers.  The Accounts established and maintained under this Plan by an
Employer are for its accounting purposes only and shall not be deemed or
construed to create a trust fund or security interest of any kind for or to
grant a property interest of any kind to any Participant, designated beneficiary
or estate.  The amounts credited by an Employer to Accounts maintained under
this Plan are and for all purposes shall continue to be a part of the general
assets and liabilities of such Employer, and to the extent that a Participant,
designated beneficiary or estate acquires a right to receive a payment from such
Employer pursuant to this Plan, such right shall be no greater than the right of
any unsecured general creditor of such Employer.

      Section 5.2  SPENDTHRIFT PROVISION.  No Account balance or other right
or interest under this Plan of a Participant, designated beneficiary or estate
may be assigned, transferred or alienated, in whole or in part, either directly
or by operation of law, and no such balance, right or interest shall be liable
for or subject to any debt, obligation or liability of such Participant,
designated beneficiary or estate.



                                     -6-

<PAGE>



      Section 5.3  EMPLOYMENT NONCONTRACTUAL.  The establishment of this Plan
shall not enlarge or otherwise affect the terms of any Participant's employment
with an Employer, and such Employer may terminate the employment of such
Participant as freely and with the same effect as if this Plan had not been
established.

      Section 5.4  ADOPTION BY OTHER EMPLOYERS.  This Plan may be adopted by
any Employer participating in the Thrift Plan, such adoption to be effective as
of the date specified by such Employer at the time of adoption.

      Section 5.5  CLAIMS PROCEDURE.  If any person (hereinafter called the
"Claimant") feels that he or she is being denied a benefit to which he or she is
entitled under this Plan, such Claimant may file a written claim for said
benefit with the Committee.  Within sixty days following the receipt of such
claim the Committee shall determine and notify the Claimant as to whether he or
she is entitled to such benefit.  Such notification shall be in writing and, if
denying the claim for benefit, shall set forth the specific reason or reasons
for the denial, make specific reference to the pertinent provisions of this
Plan, and advise the Claimant that he or she may, within sixty days following
the receipt of such notice, in writing request to appear before the Committee or
its designated representative for a hearing to review such denial.  Any such
hearing shall be scheduled at the mutual convenience of the Committee or its
designated representative and the Claimant, and at any such hearing the Claimant
and/or his or her duly authorized representative may examine any relevant
documents and present evidence and arguments to support the granting of the
benefit being claimed.  The final decision of the Committee with respect to the
claim being reviewed shall be made within sixty days following the hearing
thereon, and Committee shall in writing notify the Claimant of said final
decision, again specifying the reasons therefor and the pertinent provisions of
this Plan upon which said final decision is based.  The final decision of the
Committee shall be conclusive and binding upon all parties having or claiming to
have an interest in the matter being reviewed.

      Section 5.6  APPLICABLE LAW.  This Plan shall be governed and construed
in accordance with the internal laws (and not the principles relating to
conflicts of laws) of the State of Oklahoma, except where superseded by federal
law.



                                     -7-

<PAGE>



      IN WITNESS WHEREOF, this Plan has been executed on this 19th day of May,
1994.

                                       NOBLE AFFILIATES, INC.



                                       By: /S/  Robert Kelley
                                          ----------------------------------
                                           Title: Chairman, President &
                                                   Chief Executive Officer

                                       - 8 -



<PAGE>



                     NOBLE AFFILIATES RESTORATION TRUST

      THIS TRUST AGREEMENT, made and executed at Ardmore, Oklahoma, by and
between NOBLE AFFILIATES, INC., a Delaware corporation (the "Company") and
EXCHANGE NATIONAL BANK AND TRUST COMPANY OF ARDMORE, OKLAHOMA (the "Trustee");

                               WITNESSETH THAT:

      WHEREAS, Company has established the nonqualified deferred compensation
plans listed on the attached Appendix A (each a "Plan" and together the "Plans")
for the purpose of providing deferred compensation for a select group of
management or highly compensated employees of Company; and

      WHEREAS, Company has incurred and expects to incur additional liabilities
under the terms of the Plans for the payment of benefits to or with respect to
the employees and former employees of Company who become entitled to benefit
payments from Company pursuant to the provisions of one or more of the Plans
(each a "Plan Participant" and together the "Plan Participants"); and

      WHEREAS, Company desires to establish a trust to be known as the Noble
Affiliates Restoration Trust (the "Trust") and to contribute to the Trust assets
that shall be held therein, subject to the claims of Company's creditors in the
event of Company's insolvency, until paid to Plan Participants
 or their
beneficiaries who are entitled to Plan benefit payments from Company; and

      WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as unfunded plans maintained for the purpose of providing deferred compensation
for a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974, as amended; and

      WHEREAS, it is the intention of Company to make contributions to the Trust
to provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plans;

      NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:

      Section 1.  ESTABLISHMENT OF TRUST.

      (a)   Company hereby deposits with Trustee in trust            , which
shall become the principal of the Trust to be held, administered and disposed of
by Trustee as provided in this Trust Agreement.



<PAGE>



      (b)   The Trust hereby established shall be irrevocable.

      (c)   The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986, as amended, and shall be
construed accordingly.

      (d)   The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Plan Participants, their beneficiaries and Company's
general creditors as herein set forth.  Plan Participants and their
beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust.  Any rights created under the Plans and
this Trust Agreement shall be mere unsecured contractual rights of Plan
Participants and their beneficiaries against Company.  Any assets held by the
Trust will be subject to the claims of Company's general creditors under federal
and state law in the event Company becomes Insolvent as defined in Section 3(a)
herein.

      (e)   Company, in its sole discretion, may at any time, or from time to
time, make additional deposits of cash or other property acceptable to the
Trustee in trust with Trustee to augment the principal to be held, administered
and disposed of by Trustee as provided in this Trust Agreement.  Neither Trustee
nor any Plan Participant or beneficiary shall have any right to compel such
additional deposits.

      (f)   Upon a Change of Control, Company shall, as soon as possible, but in
no event longer than twenty (20) days following the Change of Control, as
defined herein, make an irrevocable contribution to the Trust in an amount that
is sufficient to pay each Plan Participant or beneficiary the benefits to which
Plan Participants or their beneficiaries would be entitled pursuant to the terms
of the Plans as of the date on which the Change of Control occurred.

      Section 2.  PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.

      (a)   Company shall deliver to Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of each Plan Participant (and his
or her beneficiaries), that provides a formula or other instructions acceptable
to Trustee for determining the amounts so payable, the form in which such amount
is to be paid (as provided for or available under the Plans), and the time of
commencement for payment of such amounts.  Except as otherwise provided herein,
Trustee shall make payments to the Plan Participants and their beneficiaries in
accordance with such Payment Schedule.  The Trustee shall make provision for


                                     -2-

<PAGE>



the reporting and withholding of any federal, state or local taxes that may be
required to be withheld with respect to the payment of benefits pursuant to the
terms of the Plans and shall pay amounts withheld to the appropriate taxing
authorities or determine that such amounts have been reported, withheld and paid
by Company.

      (b)   The entitlement of a Plan Participant or his or her beneficiaries to
benefits under the Plans shall be determined by Company or such party as it
shall designate under the Plans, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plans.

      (c)   Company may make payment of benefits directly to Plan Participants
or their beneficiaries as they become due under the terms of the Plans.  Company
shall notify Trustee of its decision to make payment of benefits directly prior
to the time amounts are payable to a Plan Participant or his or her
beneficiaries.  In addition, if the principal of the Trust, and any earnings
thereon, are not sufficient to make payments of benefits to a Plan Participant
or his or her beneficiaries in accordance with the terms of the Plans, Company
shall make the balance of each such payment as it falls due.  Trustee shall
notify Company where principal and earnings are not sufficient.

      Section 3.  TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST
BENEFICIARY WHEN COMPANY IS INSOLVENT.

      (a)   Trustee shall cease payment of benefits to Plan Participants and
their beneficiaries if Company is Insolvent.  Company shall be considered
"Insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.

      (b)   At all times during the continuance of this Trust, as provided in
Section 1(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth
below.

            (1)   If Company becomes Insolvent, the Board of Directors and the
      Chief Executive Officer of Company shall have the duty to inform Trustee
      in writing of Company's insolvency.  If a person claiming to be a creditor
      of Company alleges in writing to Trustee that Company has become
      Insolvent, Trustee shall determine whether Company is Insolvent and,
      pending such determination, Trustee shall discontinue payment of benefits
      to Plan Participants or their beneficiaries.



                                     -3-

<PAGE>



            (2)   Unless Trustee has actual knowledge that Company is Insolvent,
      or has received notice from Company or a person claiming to be a creditor
      alleging that Company is Insolvent, Trustee shall have no duty to inquire
      whether Company is Insolvent.  Trustee may in all events rely on such
      evidence concerning Company's solvency as may be furnished to Trustee and
      that provides Trustee with a reasonable basis for making a determination
      concerning Company's solvency.

            (3)   If at any time Trustee has determined that Company is
      Insolvent, Trustee shall discontinue payments to Plan Participants or
      their beneficiaries and shall hold the assets of the Trust for the benefit
      of Company's general creditors.  Nothing in this Trust Agreement shall in
      any way diminish any rights of Plan Participants or their beneficiaries to
      pursue their rights as general creditors of Company with respect to
      benefits due under the Plans or otherwise.

            (4)   Trustee shall resume the payment of benefits to Plan
      Participants or their beneficiaries in accordance with Section 2 of this
      Trust Agreement only after Trustee has determined that Company is not
      Insolvent (or is no longer Insolvent).

      (c)   Provided that there are sufficient assets, if Trustee discontinues
the payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
Participants or their beneficiaries under the terms of the Plans for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
Participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.

      Section 4.  PAYMENTS TO COMPANY.

      Except as provided in Section 3 hereof, Company shall have no right or
power to direct Trustee to return to Company or to divert to others any of the
Trust assets before all payment of benefits have been made to Plan Participants
and their beneficiaries pursuant to the terms of the Plans.

      Section 5.  INVESTMENT AUTHORITY.

      (a)   Except as otherwise provided in this Trust Agreement, Trustee shall
have all of the rights, powers, duties and obligations with respect to the
investment of the assets of the Trust granted to a trustee under the laws of the
State of


                                     -4-

<PAGE>



Oklahoma.  In no event may Trustee invest in securities (including stock or
rights to acquire stock) or obligations issued by Company, other than a de
minimis amount held in common investment vehicles in which Trustee invests.  All
rights associated with assets of the Trust shall be exercised by Trustee or the
person designated by Trustee, and shall in no event be exercisable by or rest
with Plan Participants.

      Section 6.  DISPOSITION OF INCOME.

      During the term of this Trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.

      Section 7.  ACCOUNTING BY TRUSTEE.

      Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee.  Within sixty (60) days following the close of each
calendar year and within sixty (60) days after the removal or resignation of
Trustee, Trustee shall deliver to Company a written account of its
administration of the Trust during such year or during the period from the close
of the last preceding year to the date of such removal or resignation, setting
forth all investments, receipts, disbursements and other transactions effected
by it, including a description of all securities and investments purchased and
sold with the cost or net proceeds of such purchases or sales (accrued interest
paid or receivable being shown separately), and showing all cash, securities and
other property held in the Trust at the end of such year or as of the date of
such removal or resignation, as the case may be.

      Section 8.  RESPONSIBILITY OF TRUSTEE.

      (a)   Trustee shall act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims, provided, however, that Trustee shall incur
no liability to any person for any action taken pursuant to a direction, request
or approval given by Company which is contemplated by, and in conformity with,
the terms of this Trust and is given in writing by Company.  In the event of a
dispute between Company and a party, Trustee may apply to a court of competent
jurisdiction to resolve the dispute.

      (b)   If Trustee undertakes or defends any litigation arising in
connection with this Trust, Company agrees to indemnify Trustee against
Trustee's costs, expenses and liabilities


                                     -5-

<PAGE>



(including, without limitation, attorneys' fees and expenses) relating thereto
and to be primarily liable for such payments.  If Company does not pay such
costs, expenses and liabilities in a reasonably timely manner, Trustee may
obtain payment from the Trust.

      (c)   Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.

      (d)   Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.

      (e)   Trustee shall have, without exclusion, all powers conferred on
Trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor Trustee, or to loan to any person the
proceeds of any borrowing against such policy.

      (f)   Notwithstanding any powers granted to Trustee pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.

      Section 9.  COMPENSATION AND EXPENSES OF TRUSTEE.

      For its services as trustee hereunder, Trustee shall be entitled to
reasonable fees commensurate with its duties and responsibilities, taking into
account the value and nature of the Trust and the time and work involved.
Trustee shall be entitled to reimbursement for all reasonable expenses incurred
by Trustee in connection with the administration of the Trust.  Company may pay
such fees and expenses, but if not so paid, such fees and expenses shall be paid
from the assets of the Trust.

      Section 10.  RESIGNATION AND REMOVAL OF TRUSTEE.

      (a)   Trustee may resign at any time by written notice to Company, which
shall be effective sixty (60) days after receipt of such notice unless Company
and Trustee agree otherwise.



                                     -6-

<PAGE>



      (b)   Trustee may be removed by Company on sixty (60) days notice or upon
shorter notice accepted by Trustee.

      (c)   Notwithstanding any other provision of this Trust Agreement, Trustee
may not be removed by Company during the two (2) year period immediately
following a Change of Control, as defined herein.

      (d)   If Trustee resigns within two (2) years after a Change of Control,
as defined herein, Company shall apply to a court of competent jurisdiction for
the appointment of a successor Trustee or for instructions.

      (e)   Upon resignation or removal of Trustee and appointment of a
successor Trustee, all assets shall subsequently be transferred to the successor
Trustee.  The transfer shall be completed within seventy-five (75) days after
receipt of notice of resignation, removal or transfer, unless Company extends
the time limit.

      (f)   If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraph (a) or (b) of this section.  If no such appointment has
been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions.  All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.

      Section 11.  APPOINTMENT OF SUCCESSOR.

      If Trustee resigns or is removed in accordance with Section 10(a) or (b)
hereof, Company may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee powers under state law, as a
successor to replace Trustee upon resignation or removal.  The appointment shall
be effective when accepted in writing by the new Trustee, who shall have all of
the rights and powers of the former Trustee, including ownership rights in the
Trust assets.  The former Trustee shall execute any instrument necessary or
reasonably requested by Company or the successor Trustee to evidence the
transfer.

      Section 12.  AMENDMENT OR TERMINATION.

      (a)   This Trust Agreement may be amended by a written instrument executed
by Trustee and Company.  Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Plans or shall make the Trust revocable.



                                     -7-

<PAGE>



      (b)   The Trust shall not terminate until the date on which Plan
Participants and their beneficiaries are no longer entitled to benefits pursuant
to the terms of the Plans.  Upon termination of the Trust any assets remaining
in the Trust shall be returned to Company.

      (c)   Upon written approval of all Plan Participants and beneficiaries of
deceased Plan Participants, Company may terminate this Trust prior to the time
all benefit payments under the Plans have been made to Plan Participants and
their beneficiaries.  All assets in the Trust at termination shall be returned
to Company.

      (d)   Sections 1(f), 10(c), 10(d) and 12(a) through (d) of this Trust
Agreement may not be amended by Company for two (2) years following a Change of
Control, as defined herein.

      Section 13.  MISCELLANEOUS.

      (a)   Any provision of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.

      (b)   Benefits payable to Plan Participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy, execution or other legal or equitable process.

      (c)   This Trust Agreement shall be governed by and construed in
accordance with the internal laws (and not the principles relating to conflicts
of laws) of the State of Oklahoma.

      Section 14.  DEFINITIONS.

      Unless the context clearly indicates otherwise, for purposes of this
Trust:

            (1)   "Affiliate" of any specified Person means any other Person
      directly or indirectly controlling or controlled by or under direct or
      indirect common control with such specified Person.  For the purposes of
      this definition, "control" when used with respect to any specified Person
      means the power to direct the management and policies of such Person,
      directly or indirectly, whether through the ownership of voting
      securities, by contract or otherwise; and the terms "controlling" and
      "controlled" have meanings correlative to the foregoing.

            (2)   "Change of Control" means any of the following events:  (i)
      Company's assets are sold substantially as an


                                     -8-

<PAGE>



      entirety to any Person or related group of Persons in any one transaction
      or a series of related transactions; (ii) there shall be consummated any
      consolidation or merger of Company (A) in which Company is not the
      continuing or surviving corporation (other than a consolidation or merger
      with a wholly-owned Subsidiary of Company in which all shares of Common
      Stock outstanding immediately prior to the effectiveness thereof are
      changed into or exchanged for the same number of shares of common stock of
      such Subsidiary) or (B) pursuant to which the Common Stock is converted
      into cash, securities or other property, in each case other than a
      consolidation or merger of Company in which the holders of the Common
      Stock immediately prior to the consolidation or merger have, directly or
      indirectly, at least a majority of the common stock of the continuing or
      surviving corporation immediately after such consolidation or merger; or
      (iii) any Person, or any Persons acting together which would constitute a
      "group" for purposes of Section 13(d) of the Exchange Act (a "Group")
      (other than Company, any Subsidiary, any employee stock purchase plan,
      stock option plan or other stock incentive plan or program, retirement
      plan or automatic dividend reinvestment plan or any substantially similar
      plan of Company or any Subsidiary or any Person holding securities of
      Company for or pursuant to the terms of any such employee benefit plan,
      which may file or become obligated to file a report under or in response
      to Schedule 13D or Schedule 14D-1 [or any successor schedule, form or
      report] under the Exchange Act), together with any Affiliates thereof,
      shall acquire beneficial ownership (as defined in Rule 13d-3 of the
      Exchange Act) of at least 50% of the total voting power of all classes of
      capital stock of Company entitled to vote generally in the election of
      directors of Company.

            (3)   "Common Stock" means the class designated as Common Stock, par
      value $3.33-1/3 per share, of Company as of the date hereof.

            (4)   "Corporation" means a corporation, partnership, association,
      company, joint-stock company or business trust.

            (5)   "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

            (6)   "Person" means any individual, Corporation or government or
      any agency or political subdivision thereof.

            (7)   "Subsidiary" means a Corporation more than 50% of the
      outstanding voting stock or other voting or managing ownership interest of
      which is owned, directly or indirectly, by Company or by one or more other
      Subsidiaries,


                                     -9-

<PAGE>



      or by Company and one or more other Subsidiaries.  For the purposes of
      this definition, "voting stock" means stock which ordinarily has voting
      power for the election of directors, whether at all times or only so long
      as no senior class of stock has such voting power by reason of any
      contingency.

      Section 15.  EFFECTIVE DATE.

      The effective date of this Trust Agreement shall be October 1, 1994.

      IN WITNESS WHEREOF, this Trust Agreement has been executed this 21st day
of September, 1994.

                                       COMPANY:
                                       NOBLE AFFILIATES, INC.



                                       By:  /S/  Robert Kelley
                                          ----------------------------------
                                           Title: Chairman, President &
                                                   Chief Executive Officer
                                       TRUSTEE:

                                       EXCHANGE NATIONAL BANK AND TRUST COMPANY
                                       OF ARDMORE, OKLAHOMA


                                       By: /S/ Charles F. Williams
                                           ---------------------------------
                                           Title: Sr. Vice President &
                                                   Trust Officer



                                     -10-

<PAGE>



THE STATE OF OKLAHOMA         Section
                              Section
COUNTY OF                     Section

      BEFORE ME, the undersigned authority, a notary public in and for said
County and State, on this day personally appeared Robert Kelley, known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the said NOBLE AFFILIATES,
INC., and that he executed the same as the act of such corporation for the
purposes and consideration therein expressed, and in the capacity therein
stated.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 21st day of September, 1994.



                                          /S/  Carol J. Mitchell
                                          --------------------------------
                                          Notary Public, State of Oklahoma

My Commission  expires:

August 22, 1996
---------------------

THE STATE OF OKLAHOMA         Section
                              Section
COUNTY OF                     Section

      BEFORE ME, the undersigned authority, a notary public in and for said
County and State, on this day personally appeared Charles F. Williams, known to
me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said EXCHANGE
NATIONAL BANK AND TRUST COMPANY OF ARDMORE, OKLAHOMA, a
_________________________, and that he executed the same as the act of such
_________________________  for the purposes and consideration therein expressed,
and in the capacity therein stated.

      GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 29th day of September, 1994.



                                          /S/  Peggy Campbell
                                          --------------------------------
                                          Notary Public, State of Oklahoma

My Commission expires:

June 30, 1998
----------------------


                                     -11-

<PAGE>



                      NOBLE AFFILIATES RESTORATION TRUST

                                 APPENDIX A
                                 ----------

1.    Noble Affiliates Thrift Restoration Plan

2.    Restoration of Retirement Income Plan for Certain Participants in the
      Noble Affiliates Retirement Plan

                                       - 12 -



<PAGE>

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


SIGNIFICANT EVENTS IN 1994

-The Company had record levels of oil and gas production during 1994.
-The Company expended $189.7 million on exploration, development and
 acquisition costs during 1994.
-The Company replaced production of its reserves in 1994 by 175 percent
 on a barrel of oil equivalent - gas converted at 6:1 (BOE).
-The cost of finding of all reserves added in 1994 was $4.64 per BOE.
-The Company reduced its short-term and long-term debt by $172.6 million
 during 1994.

LIQUIDITY AND CAPITAL RESOURCES

CASH FLOW FROM OPERATIONS

   Net cash provided by operating activities was $188.6 million for 1994, a
35 percent and 51 percent increase over the $139.4 million and $125.1 million
in 1993 and 1992, respectively. Cash and short-term cash investments
decreased to $22.2 million at December 31, 1994, from $176.4 million at
year-end 1993.

   During 1994, the Company utilized its beginning cash balance and cash flow
from operations to reduce its debt by $172.6 million and to fund its
exploration, development and acquisition expenditures of $189.7 million. The
Company's current ratio (current assets divided by current liabilities) was
1.44:1 at December
 31, 1994, compared with 1.75:1 at December 31, 1993.

RESERVES ADDED AND COST OF FINDING

   During 1994, the Company spent $189.7 million on exploration, development
and acquisitions of oil and gas properties. Total proved gas reserves
increased from 691.5 billion cubic feet (BCF) at year-end 1993 to 778.9 BCF
at year-end 1994 and total proved oil reserves increased from 73.0 million
barrels at year-end 1993 to 75.5 million barrels at year-end 1994.

   One accepted method of calculating cost of finding is to divide the
Company's expenditures for oil and gas exploration, development and
acquisitions by the BOE's added during the year. Using this method, the
Company's cost of finding for 1994 was $4.64 per BOE. A three year schedule
of cost of finding follows:


<TABLE>
<CAPTION>
                                                    THREE
(BOE'S AND DOLLARS STATED IN MILLIONS,               YEAR
EXCEPT FINDING COST)           1994    1993   1992  TOTAL
---------------------------------------------------------
<S>                            <C>    <C>     <C>   <C>
Oil reserves added             11.5    33.3   10.8   55.6
Gas reserves added BOE (6:1)   29.4    66.9    8.4  104.7
---------------------------------------------------------
Total reserves added BOE       40.9   100.2   19.2  160.3
---------------------------------------------------------
---------------------------------------------------------
Cost incurred in oil and gas
 acquisition, exploration
 and development activities    $190    $515    $76   $781
Average finding cost per BOE  $4.64   $5.14  $3.96  $4.87*
<FN>
*Three year average
</TABLE>


LONG-TERM FINANCING

   Total long-term debt at December 31, 1994 was $376,956,000 compared with
$453,760,000 at December 31, 1993. Ratio of long-term debt to book capital
(defined as the Company's long-term debt plus its equity) at December 31,
1994 was 48 percent compared with 52 percent at December 31, 1993.

   In October 1993, the Company issued $230,000,000 4 1/4% Convertible
Subordinated Notes Due 2003 which are convertible into common stock of the
Company, at any time prior to maturity, at $36.65 per share.

   Also in October 1993, the Company issued $100,000,000 7 1/4% Notes Due
2023. The Company may not redeem any portion of these notes prior to maturity.

   The Company borrowed $175 million on October 1, 1993 from its then
existing bank line of credit to bridge finance the acquisition of $305
million of producing properties. The proceeds from both October 1993 debt
issues were used to repay,

(This page contained two graphs in the body of the text: Gas Reserves Added
for three years and Oil Reserves Added for three years)

                                    Page 15

<PAGE>
in full, the bank debt on October 21, 1993, as well as for other general
corporate purposes.

   The Company has a bank credit agreement with certain banks which provides
for maximum unsecured borrowings of $100 million at variable rates. The
Company borrowed $48 million on June 1, 1994, and used the proceeds, plus
available cash balances, to redeem its $125,000,000 10 1/8% Notes Due June 1,
1997. No other borrowings have occurred against the line of credit. The
interest rate is a variable rate based on the lower of one of three interest
rate options. The weighted average interest rate on the borrowings during
1994 was 5 percent.

   During the next five years no principal payments of long-term debt are
required except for $48 million outstanding under the bank credit agreement,
which is due May 31, 1997.

   In conjunction with the acquisition of certain producing properties from
Freeport-McMoRan, the Company issued a short-term installment note for $95.6
million on October 1, 1993. On January 4, 1994, the Company paid the
installment note including accrued interest.

   On May 10, 1993, the Company called its $100,000,000 7 1/4% Convertible
Debentures Due 2012. As a result of the call for redemption, owners of
$98,155,000 of the debentures elected to convert into a total of 5,001,373
shares of common stock. The debentures were converted into shares of the
Company's common stock at $19 5/8 per share. The remaining $1,845,000 was
redeemed with cash at 103.63 percent of the principal amount, plus accrued
interest to the redemption date.

OTHER

   The Company follows an entitlements method of accounting for its gas
imbalances. The Company's estimated gas imbalance receivables were $11.7
million and $12.9 million at December 31, 1994 and 1993, respectively, and
estimated gas imbalance liabilities were $10.5 million and $7.6 million at
December 31, 1994 and 1993, respectively. These imbalances are valued at the
amount which is expected to be received or paid to settle the imbalances. The
settlement of the imbalances can occur either during, or at the end of the
life of a well, on a volume basis or by cash settlement. The Company does not
expect that a significant portion of the settlements will occur in any one
year. Thus, the Company believes the periodic settlement of gas imbalances
will have little impact on its liquidity.

   The Company has sold a number of nonstrategic onshore oil and gas
properties over the past three years, recognizing a gain of $137,000 and
$128,000 for 1994 and 1993, respectively, and a loss of $711,000 for 1992.
Total amounts of oil and gas reserves associated with these disposals during
the last three years were 1,008,000 barrels (BBLS) of oil and 5.0 BCF of gas.
The Company believes the disposal of nonstrategic properties furthers the
goal of concentrating its efforts on its strategic properties.

   The Company has paid quarterly dividends of $.04 per share since August 21,
1989, and currently anticipates it will continue to pay quarterly dividends of
$.04 per share.

   During 1993, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes." The effect of
adopting SFAS No. 109 was not material to the Company's financial position
and results of operations. For additional information on SFAS No. 109, see
Note 4 to the financial statements.

   Also during 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions." The effect of
adopting SFAS No. 106 was not material to the Company's financial position
and results of operations. For additional information on SFAS No. 106, see
Note 6 to the financial statements.

   The Company adopted SFAS No. 112, "Employers' Accounting for
Postemployment Benefits" in 1994. The impact of SFAS No. 112 was not
material to the Company's consolidated financial position or results of
operations.

(This page contained two graphs in the body of the text: Costs Incurred for
Acquisitions, Exploration and Development for three years and Average Finding
Cost Per BOE for three years)

                                   Page 16


<PAGE>

RESULTS OF OPERATIONS

NET INCOME AND REVENUES

   Net income for 1994 was $3.2 million, or $.06 per share, down 75 percent
from 1993 net income of $12.6 million, or $.26 per share, and down 92 percent
from 1992 net income of $41.2 million, or $.93 per share. Oil and gas
revenues for 1994 were $306.2 million, up 10 percent from 1993 and up 18
percent from 1992. Despite increased revenues and cash flows for 1994, which
resulted from higher production volumes for both oil and gas, net income for
the year decreased. This decrease was due to higher exploration and
depreciation, depletion and amortization (DD&A) expenses.

   Average oil price in 1994 was $14.90 per barrel, a 6 percent decrease from
the 1993 average of $15.91 per barrel. Average gas price decreased 6 percent
in 1994 to $1.97 per thousand cubic feet (MCF) from the 1993 average of $2.10
per MCF. Exploration expense increased 49 percent in 1994, as compared to
1993, primarily due to increased dry hole expense in the Company's offshore
division, Canada and Tunisia. Such increases in exploration expense reflect
the Company's increased level of drilling activity in 1994. The current
year's DD&A increased 19 percent over 1993 due to higher production volumes
and slightly higher unit rates.

   Revenues and net income for 1992 included a pretax gain of $27.9 million
on the sale of the Company's investment in Natural Gas Clearinghouse (NGC),
and the receipt of $7.5 million from a gas contract settlement.

NATURAL GAS INFORMATION

   Gas sales for 1994 increased 10 percent to $174.5 million from $159.2
million in 1993. Gas sales in 1993 increased 19 percent from $134.2 million
in 1992. Average daily production in 1994 increased 17 percent to 247.6
million cubic feet (MMCF) from 211.1 MMCF in 1993. Average daily production
in 1993 increased 3 percent from 204.6 MMCF in 1992. Average daily production
during 1994 ranged from a low of 174.3 MMCF in October, as a result of the
Company's election to shut in approximately 80 MMCF per day due to low
prices, to a high of 276.1 MMCF in March.

   The average gas price in 1994 decreased 6 percent to $1.97 per MCF, from
$2.10 per MCF in 1993. The average gas price in 1993 increased 8 percent from
$1.81 per MCF in 1992. In 1994, the Company's average gas prices ranged from
a low of $1.59 per MCF in October to a high of $2.34 per MCF in March. Gas
revenues for 1993 and 1992 reflect reduced values of $3.7 million and $3.4
million, respectively, relating to hedging production at prices below the
ultimate spot price for gas. This lowered the average gas price received by
$.048 per MCF and $.045 per MCF for 1993 and 1992, respectively. During 1994,
all gas hedging activity was accomplished by the Company's new wholly owned
subsidiary, Noble Gas Marketing, Inc. (NGM), which hedged approximately 11
percent of the Company's average daily production at prices ranging from
$1.33 to $1.92 per million British thermal units (MMBTU). The hedging gains
and losses for 1994 are included in gathering, marketing and processing
revenues, and are not included in the average product prices.

   A three-year summary of gas related information follows:


<TABLE>
<CAPTION>
                              1994      1993      1992
--------------------------------------------------------
<S>                            <C>       <C>       <C>
Proved reserves at
year end (MMCF)              778,950   691,530   372,223
Gas revenues (millions)       $174.5    $159.2    $134.2
Average gas price per MCF*     $1.97     $2.10     $1.81
Average daily
production (MMCF)              247.6     211.1     204.6
Gas sales as a % of
oil and gas sales                 59%       59%      53%
<FN>
*The above amount reflects a reduction of $.048 per MCF in 1993 and $.045 per
MCF in 1992 from hedging.
</TABLE>


(This page contained two graphs in the body of the text: Gas Revenues for
three years and Oil Revenues for three years)

                                      Page 17

<PAGE>

CRUDE OIL INFORMATION

   Oil sales for 1994 increased 10 percent to $122.9 million from $111.3
million in 1993. Oil sales for 1993 decreased 7 percent from $120.2 million
in 1992. Average daily production increased 17 percent to 22,751 barrels from
19,496 barrels in 1993 and 9 percent in 1993 from 17,826 barrels in 1992.
Offsetting the benefit of the production increases was a decrease in average
oil prices for 1994 and 1993 of 6 percent and 15 percent, respectively.

   Average oil price decreased to $14.90 per barrel in 1994 from the $15.91
per barrel average price in 1993 and from $18.68 per barrel in 1992. The
Company believes prices should improve moderately over time, but when
conditions warrant, price hedging may be used to minimize exposure to price
volatility. The Company's oil revenues in 1993 and 1992 include approximately
$100,000 and $2.1 million of hedging income, respectively, which increased
the average oil price for 1993 by $.02 per barrel, and for 1992 by $.33 per
barrel. The Company did not hedge any of its oil production during 1994 and
had no hedged positions outstanding at year end.

   International sales accounted for 16 percent of 1994 oil sales. During
1993 and 1992, international oil sales accounted for 19 percent and 23
percent of oil sales, respectively. Average daily oil production from
properties outside the United States was 3,329 barrels in 1994, 3,465 barrels
in 1993, and 4,194 barrels in 1992. It is anticipated that international
sales in 1995 will not vary significantly from 1994 levels.

   A three-year summary of oil related information follows:


<TABLE>
<CAPTION>
                                    1994     1993     1992
-----------------------------------------------------------
<S>                                 <C>       <C>      <C>
Proved reserves at
 year end (thousands of barrels)
Working interest                   73,147   70,245   45,400
Royalty interest (1)                2,380    2,710    1,980
-----------------------------------------------------------
Total                              75,527   72,955   47,380
-----------------------------------------------------------
-----------------------------------------------------------
Oil revenues (millions)            $122.9   $111.3   $120.2
Average oil price
per barrel (2)                     $14.90   $15.91   $18.68
Average daily
production (barrels)               22,751   19,496   17,826
Oil sales as a % of
oil and gas sales                      41%      41%      47%
<FN>
(1) Includes royalty oil, condensate and gas reserves stated in BOE's.
(2) Includes $.02 per barrel in 1993 and $.33 per barrel in 1992 from
    hedging income.
</TABLE>


COSTS AND EXPENSES

   In 1994, oil and gas exploration expense increased $17.8 million over 1993
to $54.3 million. The increase resulted from a $21.3 million increase in dry
hole expense in 1994, which was partially offset by a $4.3 million decrease
in undeveloped lease amortization. Dry hole expense increased as a result of
higher exploration activity during 1994. In 1993, oil and gas exploration
expense increased $7.5 million over 1992 to $36.5 million. The 1993 increase
resulted from a $2.3 million increase in dry hole expense, a $1.7 million
increase in undeveloped lease amortization and a $4.2 million increase in
abandoned assets.

   In 1994, oil and gas operations expense decreased $.4 million from 1993 to
$74.7 million. This decrease occurred in spite of increased oil and gas
production, and can be explained by several factors: (1) International
operations expense in 1994 decreased approximately $3 million due to the sale
of the Company's Camar property in Indonesia, as well as lower operating
costs incurred in the Company's remaining international operations. (2) In
the fourth quarter of 1993, operations expense reflected expenses being
charged to the Company on acquired properties. In 1994, the Company absorbed
the operations for these acquired properties with little incremental cost,
resulting in limited increases in operations expense notwithstanding
increased production. (3) In 1994, the Company incurred fewer workover
expenses, thereby reducing operations expense from 1993 levels.

(This page contained two graphs in the body of the text: Net Income for three
years and Average Production and Lifting Cost Per BOE for three years)

                                      Page 18


<PAGE>

   In 1993, oil and gas operations expense increased $6.7 million over 1992 to
$75.1 million. Approximately $3.6 million of the 1993 increase was attributable
to properties purchased during 1993.

   In 1994, DD&A expense increased $20.3 million over 1993 to $127.5 million.
This increase resulted primarily from higher oil and gas production volumes
predominantly from properties acquired in late 1993, along with a $6.8
million increase due to reserve writedowns on three offshore Louisiana blocks
and approximately $3 million on other properties. DD&A expense for 1993
increased $12.4 million over 1992 to $107.2 million. In 1993, DD&A expense
associated with acquired properties was $15.2 million, and $4.7 million was
due to a reserve writedown on the Company's Camar property in Indonesia. The
unit rate of DD&A expense per BOE, converting gas to oil on a 6:1 basis, was
$5.46 for 1994, $5.37 for 1993 and $5.00 for 1992.

   The Company provides for the cost of future liabilities related to
restoration and dismantlement costs for offshore facilities. This provision
is based on the Company's best estimate of such costs to be incurred in
future years based on information from the Company's engineers. These
estimated costs are provided through DD&A expense using a ratio of production
divided by reserves multiplied by the estimated costs to dismantle and
restore. The Company has provided $31.1 million for such future costs which
are classified in accumulated DD&A on the balance sheet. Total estimated
future dismantlement and restoration costs of $71.4 million are included in
future production and development costs for purposes of estimating the future
net revenues relating to the Company's proved reserves.

   In 1994, selling, general and administrative (SG&A) expense increased $4.6
million over 1993 to $36.4 million. This increase was due, in part, to the
start-up operations of the Company's marketing subsidiary, which sustained
$1.2 million in SG&A expense in 1994, along with $2.2 million for various
divisions which hired additional personnel to oversee increased operations.
In 1993, SG&A expense increased $686,000 over 1992 to $31.8 million. The 1993
increase was due to personnel relocation expenses as the result of closing
the Midland, Texas office.

INTEREST EXPENSE

   In 1994, interest expense increased $4.3 million over 1993 to $24.7
million. This increase was due, in part, to recognizing a full year's
interest on the Company's $330 million of notes issued in late 1993, which
caused an increase of $13.7 million. Offsetting the increase was a decrease
of $7.4 million attributable to redemption in June 1994 of the Company's
$125,000,000 10 1/8% Notes Due June 1, 1997 and an additional decrease of
$2.5 million resulted from redemption in May 1993 of the Company's
$100,000,000 7 1/4% Convertible Debentures Due 2012. Interest expense in 1993
of $20.4 million remained flat with 1992 levels.

   In 1994, capitalized interest increased $2.1 million over 1993 to $7.2
million. This increase is primarily due to a $1.4 million increase in
interest capitalized on East Cameron blocks 320, 331 and 332 which were
acquired during 1993 and in which development was completed during 1994. In
1993, capitalized interest increased $3.8 million over 1992 to $5.1 million.
The 1993 increase was primarily due to interest capitalization on these
properties.

(This page contained two graphs in the body of the text: DD&A Expense Per BOE
of Production for three years  and SG&A Expense Per BOE of Production for
three years)

                                   Page 19


<PAGE>

MARKETING SUBSIDIARY

   In June 1994, NGM began marketing the Company's natural gas as well as
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 inter- company
sales and costs have been eliminated.

   In 1994, NGM recorded $43.9 million in gathering, marketing and processing
revenues and $42.8 million in gathering, marketing and processing expenses,
generating a gross margin of $1.1 million for the year. The gross margin was
offset by administrative expenses of $1.2 million, resulting in a loss for
NGM's initial year of operations.

FUTURE TRENDS

   The Company's oil and gas production capabilities have increased during
1994 as a result of development of new properties in the Gulf of Mexico.
Despite lower natural gas prices, the Company expects its average daily
production to increase in 1995 over 1994.

   Other income would increase during 1995 if the Company receives a
settlement from Columbia Gas Transmission Corporation (Columbia). Samedan Oil
Corporation (Samedan), a wholly owned subsidiary of the Company, is an
unsecured creditor of Columbia, which filed for protection from creditors
under Chapter 11 of the Federal Bankruptcy Code on July 31, 1991. Samedan and
Columbia are parties to a gas sales contract which was rejected by Columbia
in its bankruptcy proceeding. On March 16, 1992, Samedan filed a proof of
claim with the bankruptcy court in the amount of approximately $117 million
covering approximately $3 million for the contract price on prepetition gas
purchases, approximately $2 million for the contract price due on prepetition
take or pay obligations and approximately $112 million for damages arising
from the rejection of Samedan's gas sales contract. The full amount of
Samedan's claim is classified as an unsecured claim.

   Except for the $3 million receivable recorded for prepetition gas
purchased by Columbia, the Company's financial statements do not reflect any
other receivables from Columbia relative to the Company's claims. It is
unknown whether resolution of Samedan's claim will occur in 1995, or at what
amount the ultimate resolution of the claims may be settled.

   The Company recently set its 1995 capital budget at $206 million. During
1994, the Company spent $166.1 million in capital expenditures. The Company
plans an active exploration and development program in its domestic onshore
and offshore divisions along with its Canadian and Tunisian operations. Such
capital budget and exploration expenditures are planned to be funded through
internally generated cash flows.

   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, has used hedging and plans to do so in the
future as a means of controlling its exposure to price changes.

   Spot gas prices in early 1995 have decreased from the prior year's prices
primarily as a result of mild winter conditions in much of the United States,
while oil prices have increased slightly as a result of worldwide demand.
The Company cannot predict the extent to which its revenues will be affected
by inflation, government regulation or changing prices.

                                   Page 20

<PAGE>

SELECTED FINANCIAL DATA                NOBLE AFFILIATES, INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>

                                                 YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE
AND RATIOS)                         1994       1993       1992      1991       1990
--------------------------------------------------------------------------------------
<S>                               <C>        <C>        <C>       <C>        <C>
REVENUES AND INCOME
  Revenues                        $358,389   $286,583   $303,782  $250,417   $243,196
  Net cash provided by operating
   activities                      188,621    139,381    125,107    89,179    107,188
  Net income                         3,166     12,625     41,240    19,308     28,554
PER SHARE DATA
  Net income                      $    .06   $    .26    $   .93   $   .44       $.65
  Cash dividends                       .16        .16        .16       .16        .16
  Year end stock prices              24.75      26.50      17.63     13.63      14.13
  Average shares outstanding        49,970     48,098     44,341    44,135     43,986
FINANCIAL POSITION
  Property, plant and equipment,
   net:
    Oil and gas mineral interests,
     equipment and facilities     $804,009   $784,235   $409,740  $458,892   $437,363
Total assets                       933,516  1,067,996    625,621   589,642    588,071
  Long-term obligations:
    Long-term debt                 376,956    453,760    224,793   224,746    224,699
    Deferred income taxes           61,802     45,108     33,378    35,227     38,172
    Other                           10,704      7,158      7,010     8,488      9,985
  Shareholders' equity             412,066    415,432    304,779   264,509    250,851
  Ratio of long-term debt to
   shareholders' equity                .91       1.09        .74       .85        .90
CAPITAL EXPENDITURES
  Oil and gas mineral interests,
   equipment and facilities       $158,973   $508,506   $ 64,066  $121,378    $90,588
  Other                              2,371      1,607      1,744     3,970      6,766
-------------------------------------------------------------------------------------
  Total capital expenditures      $161,344   $510,113   $ 65,810  $125,348    $97,354
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


OPERATING STATISTICS


<TABLE>
<CAPTION>
                                         YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------
                                  1994       1993       1992       1991        1990
------------------------------------------------------------------------------------
<S>                               <C>        <C>        <C>        <C>         <C>

GAS
Sales (in millions)               $174.5     $159.2     $134.2     $111.1     $113.2
Production (MMCF per day)          247.6      211.1      204.6      178.4      158.2
Average price (per MCF)           $ 1.97     $ 2.10     $ 1.81     $ 1.74      $2.00

OIL
Sales (in millions)               $122.9     $111.3     $120.2     $109.2     $102.9
Production (BBLS per day)         22,751     19,496     17,826     15,001     12,856
Average price (per BBL)           $14.90     $15.91     $18.68     $20.39     $22.47

Royalty sales (in millions)       $  8.8     $  7.5     $  5.4     $  6.2     $  6.8
</TABLE>


                                   Page 21


<PAGE>

CONSOLIDATED BALANCE SHEET              NOBLE AFFILIATES, INC. AND SUBSIDIARIES


<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
-------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                         1994        1993
-------------------------------------------------------------------------------------
<S>                                                           <C>          <C>
ASSETS
CURRENT ASSETS:
   Cash and short-term cash investments                       $   22,192  $  176,432
   Accounts receivable - trade                                    49,692      66,314
   Materials and supplies inventories                              3,591       3,302
   Other current assets                                           28,412      10,516
-------------------------------------------------------------------------------------
     Total current assets                                        103,887     256,564
-------------------------------------------------------------------------------------

PROPERTY, PLANT AND EQUIPMENT AT COST:
  Oil and gas mineral interests, equipment and facilities
   (successful efforts method of accounting)                   1,560,392   1,460,937
  Other                                                           28,067      26,131
------------------------------------------------------------------------------------
                                                               1,588,459   1,487,068
  Accumulated depreciation, depletion and amortization          (775,079)   (692,463)
-------------------------------------------------------------------------------------
     Total property, plant and equipment, net                    813,380     794,605
-------------------------------------------------------------------------------------
OTHER ASSETS                                                      16,249      16,827
-------------------------------------------------------------------------------------
                                                              $  933,516  $1,067,996
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable - trade                                   $   46,473  $   29,354
   Other current liabilities                                      21,747      19,241
   Short-term borrowing                                                       95,600
   Income taxes - current                                          3,768       2,343
-------------------------------------------------------------------------------------
     Total current liabilities                                    71,988     146,538
-------------------------------------------------------------------------------------
DEFERRED INCOME TAXES                                             61,802      45,108
-------------------------------------------------------------------------------------
OTHER DEFERRED CREDITS AND NONCURRENT LIABILITIES                 10,704       7,158
-------------------------------------------------------------------------------------
LONG-TERM DEBT                                                   376,956     453,760
-------------------------------------------------------------------------------------
SHAREHOLDER'S EQUITY:
   Preferred stock - par value $1;  4,000,000 shares
    authorized, none issued Common stock - par value $3.33 1/3;
    100,000,000 shares authorized; 51,537,455 and 51,461,122
    shares issued in 1994 and 1993, respectively                 171,790     171,535
   Capital in excess of par value                                141,911     140,703
   Retained earnings                                             113,783     118,612
-------------------------------------------------------------------------------------
                                                                 427,484     430,850
   Less common stock in treasury, at cost (1994 and 1993,
    1,524,900 shares)                                            (15,418)    (15,418)
-------------------------------------------------------------------------------------
     Total shareholders' equity                                  412,066     415,432
-------------------------------------------------------------------------------------
                                                              $  933,516  $1,067,996
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                   Page 22

<PAGE>

CONSOLIDATED STATEMENT OF OPERATIONS    NOBLE AFFILIATES, INC. AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                          YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)                  1994       1993     1992
-------------------------------------------------------------------------------------
<S>                                                      <C>         <C>      <C>
REVENUES:
  Oil and gas sales and royalties                      $306,169   $278,004  $259,765
  Gathering, marketing and processing                    43,921
  Other income                                            8,299      8,579    44,017
-------------------------------------------------------------------------------------
                                                        358,389    286,583   303,782
-------------------------------------------------------------------------------------
COSTS AND EXPENSES:
  Oil and gas exploration                                54,321     36,473    28,950
  Oil and gas operations                                 74,661     75,110    68,371
  Gathering, marketing and processing                    42,758
  Depreciation, depletion and amortization              127,470    107,215    94,819
  Selling, general and administrative                    36,408     31,784    31,098
  Interest                                               24,729     20,402    20,482
  Interest capitalized                                   (7,183)    (5,060)  (1,260)
------------------------------------------------------------------------------------
                                                        353,164    265,924   242,460
------------------------------------------------------------------------------------
INCOME BEFORE TAXES                                       5,225     20,659    61,322
------------------------------------------------------------------------------------
INCOME TAX PROVISIONS:
   Current                                              (10,462)       558    18,816
   Deferred                                              12,521      7,476     1,266
------------------------------------------------------------------------------------
                                                          2,059      8,034    20,082
------------------------------------------------------------------------------------
NET INCOME                                             $  3,166   $ 12,625  $ 41,240
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------

NET INCOME PER SHARE                                       $.06       $.26      $.93
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
AVERAGE NUMBER SHARES OUTSTANDING                        49,970     48,098    44,341
------------------------------------------------------------------------------------
------------------------------------------------------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                   Page 23


<PAGE>

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

<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------
(IN THOUSANDS OF DOLLARS)                                1994     1993     1992
------------------------------------------------------------------------------------
<S>                                                   <C>        <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                          $  3,166   $  12,625  $41,240
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation, depletion and amortization          127,470     107,215   94,819
     Amortization of undeveloped lease costs, net        7,813      12,063   10,352
     Gain on sale of investment in unconsolidated
      affiliate                                                             (27,956)
     Gain on sale of marketable securities                                     (849)
     Loss on disposal of assets                          2,213       4,821    1,455
     Noncurrent deferred income taxes                   16,694      11,730   (1,849)
     Increase (decrease) in other deferred credits       3,546         148   (1,478)
     Decrease in other assets                            8,232       3,744    3,676
  Changes in working capital, not including cash:
     (Increase) decrease in accounts receivable         16,622      (4,445)   2,892
     (Increase) decrease in other current assets       (18,185)     (5,789)    3,816
     Increase (decrease) in accounts payable            17,119        (194)  (6,571)
     Increase (decrease) in other current liabilities    3,931      (2,537)   5,560
-----------------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES              188,621     139,381  125,107
-----------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures                               (166,121)   (508,506) (66,365)
   Proceeds from sale of property, plant and
    equipment                                            2,392      10,606    9,164
   Proceeds from sale of investment in
    unconsolidated affiliate                                                 49,100
   Proceeds from sale of marketable securities                                1,454
-----------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                 (163,729)   (497,900)  (6,647)
-----------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  (Retirement of) proceeds from issuance of
   long-term debt                                     (125,000)    324,589
  (Retirement of) proceeds from short-term debt
   for property acquisition                            (95,600)     95,600
  Proceeds from bank borrowings                         48,000
  Exercise of stock options                              1,463       5,647    6,122
  Cash dividends paid                                   (7,995)     (7,766)  (7,092)
  Cash redemption of convertible debt                               (1,845)
-----------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES   (179,132)    416,225     (970)
-----------------------------------------------------------------------------------
INCREASE (DECREASE) IN CASH AND SHORT-TERM CASH
 INVESTMENTS                                          (154,240)     57,706  117,490
CASH AND SHORT-TERM CASH INVESTMENTS AT BEGINNING
 OF YEAR                                               176,432     118,726    1,236
-----------------------------------------------------------------------------------
CASH AND SHORT-TERM CASH INVESTMENTS AT END OF YEAR  $  22,192   $ 176,432 $118,726
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
  Cash paid during the year for:
  Interest (net of amount capitalized)               $  18,603   $  13,335 $ 18,933
  Income taxes                                       $     660   $   5,300 $ 19,667
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                   Page 24

<PAGE>

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

<TABLE>
<CAPTION>

                                           COMMON STOCK     CAPITAL IN   TREASURY
                                           ------------     EXCESS OF    STOCK AT  RETAINED
(IN THOUSAND OF DOLLARS)                  SHARES   AMOUNT   PAR VALUE    COST      EARNINGS
-------------------------------------------------------------------------------------------
<S>                                    <C>         <C>        <C>       <C>        <C>
JANUARY 1, 1992                        45,720,323  $152,399   $47,923   $(15,418)  $79,605
-------------------------------------------------------------------------------------------
Net Income                                                                          41,240
Exercise of stock options                 412,019     1,373     4,749
Cash dividends ($ .16 per share)                                                    (7,092)
-------------------------------------------------------------------------------------------
DECEMBER 31, 1992                      46,132,342  $153,772    $52,672  $(15,418) $113,753
-------------------------------------------------------------------------------------------
Net Income                                                                          12,625
Exercise of stock options                 327,407     1,092      4,555
Redemption of convertible debentures    5,001,373    16,671     83,476
Cash dividends ($ .16 per share)                                                    (7,766)
-----------------------------------------------------------------------------------------------
DECEMBER 31, 1993                      51,461,122  $171,535   $140,703  $(15,418) $118,612
-----------------------------------------------------------------------------------------------
Net Income                                                                           3,166
Exercise of stock options                  76,333       255      1,208
Cash dividends ($ .16 per share)                                                    (7,995)
-----------------------------------------------------------------------------------------------
DECEMBER 31, 1994                      51,537,455  $171,790   $141,911  $(15,418)  $113,783
-----------------------------------------------------------------------------------------------
</TABLE>


SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.




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

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

   The consolidated accounts include Noble Affiliates, Inc. (the Company) and
the consolidated accounts of its wholly owned subsidiaries: Samedan Oil
Corporation (Samedan) and Noble Gas Marketing, Inc. (NGM). Samedan's
consolidated accounts include the following wholly owned subsidiaries:
Samedan Oil of Canada, Inc.; Samedan Oil of Indonesia, Inc.; Samedan of North
Africa, Inc.; Samedan Pipe Line Corporation; Samedan Royalty Corporation; and
Samedan of Tunisia, Inc. NGM's consolidated accounts also include Noble Gas
Pipeline, Inc. All significant intercompany transactions and balances have
been eliminated.

FOREIGN CURRENCY TRANSLATION

   The U.S. dollar is considered the functional currency for each of the
Company's international operations with the exception of Canada. The
functional currency for the Canadian subsidiary is the Canadian dollar which
has been translated into the U.S. dollar for the financial statements.
Translation gains or losses were not material in any of the periods presented.

                                   Page 25


<PAGE>

INVENTORIES

   Materials and supplies inventories consisting principally of tubular goods
and production equipment are stated at the lower of cost or market, with cost
being determined by the first-in, first-out method.

PROPERTY, PLANT AND EQUIPMENT

   The Company accounts for oil and gas properties under the successful
efforts method of accounting. Under this method, costs to acquire mineral
interests in oil and gas properties, to drill and equip exploratory wells
that find proved reserves and to drill and equip development wells are
capitalized. Capitalized costs of producing oil and gas properties are
amortized to operations by the unit-of-production method based on proved
developed oil and gas reserves allocated property by property as estimated by
Company engineers. Estimated future restoration and abandonment costs are
recorded by charges to depreciation, depletion and amortization expense over
the productive lives of the related properties. The Company has provided
$31.1 million for such future costs classified with accumulated DD&A in the
balance sheet. The total estimated future dismantlement and restoration costs
of $71.4 million are included in future production and development costs for
purposes of estimating the future net revenues relating to the Company's
proved reserves. Upon sale or retirement of depreciable or depletable
property, the cost and related accumulated DD&A are eliminated from the
accounts and the resulting gain or loss is recognized.

   Undeveloped oil and gas properties, which are individually significant,
are periodically assessed for impairment of value and a loss is recognized at
the time of impairment by providing an impairment allowance. Other
undeveloped properties are amortized on a composite method based on the
Company's experience of successful drilling and average holding period.
Geological and geophysical costs, delay rentals and costs to drill
exploratory wells which do not find proved reserves are expensed.

   Repairs and maintenance are charged to expense as incurred. Renewals and
betterments are capitalized.

INCOME TAXES

   The Company files a consolidated federal income tax return. Deferred
income taxes are provided for temporary differences between the financial
reporting and tax bases of the Company's assets and liabilities.

NET INCOME PER SHARE

   Net income per share of common stock has been computed on the basis of the
weighted average number of shares outstanding during each period. The effect
of shares issuable upon the exercise of stock options is immaterial. The
convertible subordinated notes, which are not common stock equivalents, have
not been included in computing fully diluted earnings per share since their
inclusion would be antidilutive.

CAPITALIZATION OF INTEREST

   The Company capitalizes interest costs associated with the acquisition or
construction of significant oil and gas properties.

STATEMENT OF CASH FLOWS

   For purposes of reporting cash flows, cash and short-term cash investments
include cash on hand and investments purchased with original maturities of
three months or less.

REVENUE RECOGNITION AND GAS IMBALANCES

   Samedan has a gas sales contract with NGM, whereby Samedan is paid an
index price for all gas sold to NGM. NGM records sales, including hedging
transactions, as gathering, marketing and processing revenues. NGM records as
cost of sales in gathering, marketing and processing costs, the amount paid
to Samedan and third parties. All inter-company sales and costs have been
eliminated.

   The Company follows an entitlements method of accounting for its gas
imbalances. Gas imbalances occur when the Company sells more or less gas than
its entitled ownership percentage of total gas production. Any excess amount
received above the Company's share is treated as a liability. If less than
the Company's entitlement is received, the underproduction is recorded as a
receivable. The Company records the noncurrent liability in Other Deferred
Credits and Noncurrent Liabilities, and the current liability in Other
Current Liabilities. The Company's gas imbalance liabilities were $10.5
million and $7.6 million for 1994 and 1993, respectively. The Company records
the noncurrent receivable in Other Assets, and the current receivable in
Other Current Assets. The Company's gas imbalance receivables were $11.7
million and $12.9 million for 1994 and 1993, respectively, and are valued at
the amount which is expected to be received.

                                   Page 26


<PAGE>

TAKE-OR-PAY SETTLEMENTS

   The Company records gas contract settlements which are not subject to
recoupment in Other Income when the settlement is received.

TRADING AND HEDGING ACTIVITIES

   The Company uses oil and gas swap agreements to hedge both fixed term
sales and sales of its oil and gas production in order to obtain a fixed
margin and minimize price risk. Under the swap agreements, the Company
receives or makes payments based on the differential between a specified
price and the actual price of oil and gas. At December 31, 1994, the Company
had six swap transactions for January 1995 with broker-dealers that
represented approximately 38,000 MMBTU of gas per day with prices ranging
from $1.50 to $1.59 per MMBTU. The Company also had three swaps for January
through November 1995 with broker-dealers that relate to term contract sales
for approximately 9,000 MMBTU of gas per day at $1.63 per MMBTU. During the
second half of 1994, the Company hedged approximately 11 percent of its
average daily gas production at prices ranging from $1.33 to $1.92 per MMBTU.
The Company had no outstanding oil hedge positions at year-end 1994 and
hedged none of its 1994 oil production. During 1994, the Company recorded
trading and hedging gains or losses in gathering, marketing and processing
revenues in the period the related contract was completed. In 1993 and 1992,
hedging gains or losses were recorded in oil and gas sales.

NOTE 2 - DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

   The following methods and assumptions were used to estimate the fair value
of each class of financial instruments pursuant to the requirements of
Statements of Financial Accounting Standards (SFAS) No. 107, "Disclosures
about Fair Value of Financial Instruments":

CASH AND SHORT-TERM CASH INVESTMENTS

   The carrying amount approximates fair value due to the short maturity of
the instruments.

OIL AND GAS PRICE SWAP AGREEMENTS

   The fair value of oil and gas price swaps (used for hedging purposes) is
the estimated amount the Company would receive or pay to terminate the swap
agreements at the reporting date, taking into account the difference between
year-end oil and gas prices and the fixed swap price and the creditworthiness
of the swap parties.

LONG-TERM DEBT

   The fair value of the Company's long-term debt is estimated based on the
quoted market prices for the same or similar issues or on the current rates
offered to the Company for debt of the same remaining maturities.

   The carrying amounts and estimated fair values of the Company's financial
instruments are as follows:


<TABLE>
<CAPTION>

                                              1994                 1993
                                       CARRYING     FAIR    CARRYING    FAIR
                                        AMOUNT      VALUE    AMOUNT     VALUE
-------------------------------------------------------------------------------
<S>                                     <C>       <C>       <C>       <C>
Cash and short-term cash investments    $ 22,192  $22,192   $176,432  $176,432
Oil and gas price swap agreements                 $    56
Long-term debt                          $376,956  $321,325  $453,760  $453,221
</TABLE>


NOTE 3 - DEBT

A summary of debt at December 31 follows:


<TABLE>
<CAPTION>
                                            1994           1993
----------------------------------------------------------------------
<S>                                       <C>            <C>
4 1/4% Convertible Subordinated
 Notes Due 2003                           $230,000       $230,000
7 1/4% Notes Due 2023                      100,000        100,000
Bank Credit Agreement                       48,000
10 1/8% Notes Due June 1, 1997                            125,000
Short-term borrowing                                       95,600
-----------------------------------------------------------------------
                                           378,000        550,600
Less: unamortized discount                   1,044          1,240
      short-term borrowing                                 95,600
-----------------------------------------------------------------------
Total long-term debt                      $376,956       $453,760
-----------------------------------------------------------------------
-----------------------------------------------------------------------
</TABLE>


   In October 1993, the Company issued $230,000,000 4 1/4% Convertible
Subordinated Notes Due 2003 which are convertible into common stock of the
Company, at any time prior to maturity, at $36.65 per share. The securities
are subordinated to all present and future senior indebtedness. The Company,
at its election on or after November 1, 1996, may redeem these Notes in whole
or in part at 102.975 percent of the principal amount. The call premium
percentage decreases, beginning November 1, 1997, and each year thereafter
until 2003 when these Notes are redeemable at par value plus accrued interest.

                                   Page 27

<PAGE>

   In October 1993, the Company issued $100,000,000 7 1/4% Notes Due 2023.
The Company may not redeem any portion of these Notes prior to maturity. The
indenture governing these Notes contains certain restrictions as to the sale
of assets and incurrence of additional debt.

   The Company borrowed $175 million on October 1, 1993 from its then
existing bank line of credit to bridge finance the acquisition of $305
million of producing properties. The proceeds from both October 1993 debt
issues were used to repay in full the bank debt on October 21, 1993.

   The Company has a line of credit agreement with certain banks which
provides for maximum unsecured borrowings of $100 million at variable rates.
The Company borrowed $48 million on June 1, 1994, and used the proceeds plus
available cash balances to redeem its $125,000,000 10 1/8% Notes Due June 1,
1997. No other borrowings have occurred against the line of credit. The
interest rate is a variable rate based on the lower of one of three interest
rate options. The weighted average interest rate on the borrowings during
1994 was 5 percent. There is a facility fee of $187,500 per year. The
agreement contains covenants including maintenance of certain financial
ratios, net worth requirements and restrictions of additional borrowings. The
bank credit agreement matures on May 31, 1997.

   During the next five years, no principal payments on long-term debt are
required except for the $48 million outstanding against the bank debt, which
is due May 31, 1997.

   In conjunction with the acquisition of certain producing properties from
Freeport-McMoRan, the Company issued a short-term installment note for $95.6
million on October 1, 1993. On January 4, 1994, the Company paid the
installment note including accrued interest.

   On May 10, 1993, the Company called its $100,000,000 7 1/4% Convertible
Debentures Due 2012. As a result of the call for redemption, owners of
$98,155,000 of the debentures elected to convert into a total of 5,001,373
shares of common stock. The debentures were converted into shares of the
Company's common stock at $19 5/8 per share. The remaining $1,845,000 was
redeemed with cash at 103.63 percent of the principal amount, plus accrued
interest to the redemption date.

NOTE 4 - INCOME TAXES

   Effective January 1, 1993, the Company adopted the provisions of SFAS No.
109, "Accounting for Income Taxes." SFAS No. 109 replaced SFAS No. 96, of
the same title, which the Company previously used to account for income
taxes. The primary difference between SFAS No. 109 and SFAS No. 96 is to
permit, under certain circumstances, the recognition of deferred tax benefits
that were not recognized under SFAS No. 96. The effect of adopting SFAS No.
109 was not material to the Company's financial statements. The Company's
financial statements for 1992 were not restated to apply the provisions of
SFAS No. 109.

   The components of income from operations before income taxes for each year
are as follows:


<TABLE>
<CAPTION>
                       1994      1993      1992
-------------------------------------------------
<S>                  <C>       <C>       <C>
Domestic             $12,148  $ 39,564  $ 78,155
Foreign               (6,923)  (18,905)  (16,833)
-------------------------------------------------
                     $ 5,225  $ 20,659  $ 61,322
-------------------------------------------------
-------------------------------------------------
</TABLE>


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



<TABLE>
<CAPTION>

                        1994     1993     1992
-------------------------------------------------
<S>                  <C>         <C>      <C>
U.S. current         $(10,462)   $  327   $18,566
U.S. deferred          13,140     7,701       931
State current                       231       250
State deferred            (31)       85         8
Foreign current
Foreign deferred         (588)     (310)      327
-------------------------------------------------
                       $2,059    $8,034   $20,082
-------------------------------------------------
-------------------------------------------------
</TABLE>


   The effect of the federal corporate tax rate increase in 1993 to 35
percent resulted in an increase in the U.S. deferred tax provision and
related liability of $1.1 million which is reflected in the above table.

                                   Page 28


<PAGE>

   The net current deferred tax asset in the following table is classified as
Other Current Assets in the Consolidated Balance Sheet at December 31, 1994
and 1993. The tax effects of temporary differences which gave rise to
deferred tax assets and liabilities as of December 31 were:

<TABLE>
<CAPTION>
                                   1994        1993
-----------------------------------------------------
<S>                               <C>        <C>
U.S. and State Current Deferred
 Tax Assets:
  Accrued expenses                $    743   $    554
  Deferred income                      (49)       100
  Minimum tax                        3,655        624
  Other                                751       (351)
-----------------------------------------------------
Net current deferred tax asset       5,100        927
-----------------------------------------------------
U.S. and State Non-current
 Deferred Tax Liabilities:
  Property, plant and equipment,
   principally due to differences
   in depreciation, amortization,
   lease impairment and
   abandonments                    (62,050)   (45,841)
  Income tax accruals                  690        906
  Other                               (442)       415
-----------------------------------------------------
Net non-current
 deferred liability                (61,802)   (44,520)
------------------------------------------------------
U.S. and state net
 deferred tax liability            (56,702)   (43,593)
------------------------------------------------------
Foreign Deferred Tax Liabilities:
  Property, plant and equipment of
   foreign operations                7,532      5,929
  Net operating loss carryforwards
   due to foreign operations                    2,817
------------------------------------------------------
  Foreign deferred asset             7,532      8,746
  Valuation allowance               (7,532)    (9,334)
------------------------------------------------------
  Deferred tax liability                         (588)
------------------------------------------------------
Total deferred taxes              $(56,702)  $(44,181)
------------------------------------------------------
------------------------------------------------------
</TABLE>


   A valuation allowance of $7,532,000 and $9,334,000 for 1994 and 1993,
respectively, related to the Company's foreign operations, was established
for the portion of the deferred tax assets which management believes is
unlikely to have a tax benefit realized.

   At December 31, 1993, the Company had foreign net operating loss
carryforwards of $6.3 million that had no expiration dates. These loss
carryforwards were fully utilized in 1994.

  Prior to the change in the method of accounting for income taxes discussed
above, the sources of deferred tax items and the corresponding tax effects
for the year ended December 31, 1992 were as follows:


<TABLE>
<CAPTION>
                                                                    1992
---------------------------------------------------------------------------
<S>                                                               <C>
Capitalized intangible development costs expensed for
 tax purposes in excess of book dry hole expense                  $  9,653
Excess of book over tax amortization and depletion of
 capitalized intangible development and producing leasehold costs  (11,941)
Interest capitalized for book purposes, expensed for tax purposes      437
Excess of book over tax amortization of undeveloped leaseholds      (3,540)
Seismic costs expensed for book purposes, capitalized for tax       (1,423)
Disposal of assets book/tax difference                               4,681
Accrued expenses                                                     2,015
Insurance proceeds reported for book in excess of tax                1,510
Other, net                                                            (126)
---------------------------------------------------------------------------
                                                                  $  1,266
---------------------------------------------------------------------------
---------------------------------------------------------------------------
</TABLE>


   The following table details the difference between the federal statutory
tax rate and the effective tax rate for the years ended December 31:


<TABLE>
<CAPTION>

(AMOUNTS EXPRESSED IN
PERCENTAGES)                          1994   1993   1992
--------------------------------------------------------
<S>                                   <C>    <C>    <C>
Statutory rate                        35.0   35.0   34.0
Effect of:
  One percent rate increase on prior
   year temporary differences                 5.0
  Percentage depletion                (2.2)    .6    .3
  State taxes                           .1    1.1    .4
  Net operating loss carryback         7.9
  Other, net                          (1.4)  (2.8) (2.0)
--------------------------------------------------------
Effective rate                        39.4   38.9  32.7
--------------------------------------------------------
--------------------------------------------------------
</TABLE>

                                   Page 29

<PAGE>

NOTE 5 - COMMON STOCK AND STOCK OPTIONS

   At December 31, 1994, there were 1,210,708 shares available for grant
under the Company's 1992 Stock Option and Restricted Stock Plan and its 1988
Non-Employee Director Stock Option Plan.

   Under the Company's 1992 Stock Option and Restricted Stock Plan, adopted
in January 1992, the Board of Directors may grant stock options and award
restricted stock. The Plan allows stock options to be issued at the market
price on the date of grant. The options may be exercised over a three year
period at the rate of 33 1/3% each year commencing on the first anniversary
of the grant date and expiring ten years from the grant date. The plan covers
a maximum of 2,000,000 shares of the Company's authorized but unissued common
stock. At December 31, 1994, the Company had reserved 1,957,942 shares of its
common stock for issuance under its 1992 stock option plan.

   The Company's 1988 Non-Employee Director Stock Option Plan, adopted in
July 1988, allows stock options to be issued at the market price on the date
of grant. The options may be exercised one year after issue and expire ten
years from the grant date. The Plan provides for the grant of options to
purchase a maximum of 250,000 shares of the Company's authorized but unissued
common stock. At December 31, 1994, the Company had reserved 179,500 shares
of its common stock for issuance under its 1988 stock option plan.

   Stock options outstanding under the Plans mentioned above and two
previously terminated plans are presented for the periods indicated.

<TABLE>
<CAPTION>
                                      NUMBER       OPTION
                                    OF SHARES    PRICE RANGE
--------------------------------------------------------------
<S>                                 <C>         <C>
OUTSTANDING DECEMBER 31, 1991       1,394,907   $10.63-$17.47
--------------------------------------------------------------
  Granted                             368,825   $15.00-$16.88
  Exercised                          (414,502)  $10.63-$17.47
  Cancelled                           (64,282)  $10.63-$17.47
--------------------------------------------------------------
OUTSTANDING DECEMBER 31, 1992       1,284,948   $10.63-$17.47
--------------------------------------------------------------
  Granted                             271,224   $24.63-$24.88
  Exercised                          (337,407)  $10.63-$17.47
  Cancelled                           (14,817)  $10.88-$17.47
--------------------------------------------------------------
OUTSTANDING DECEMBER 31, 1993       1,203,948   $10.63-$24.88
--------------------------------------------------------------
  Granted                             303,243   $27.25-$30.00
  Exercised                           (76,333)  $10.63-$24.88
  Cancelled                            (1,476)  $13.75-$16.88
--------------------------------------------------------------
OUTSTANDING DECEMBER 31, 1994       1,429,382   $10.63-$30.00
--------------------------------------------------------------

EXERCISABLE AT DECEMBER 31, 1994      853,257   $10.63-$24.88
--------------------------------------------------------------
</TABLE>


NOTE 6 - EMPLOYEE BENEFIT PLANS

PENSION PLAN

   The Company has a non-contributory defined benefit pension plan covering
substantially all of its domestic employees. The benefits are based on an
employee's years of service and average earnings for the 60 consecutive
calendar months of highest compensation. The Company also has an unfunded
restoration plan to ensure payments of amounts for which employees are
entitled under the provisions of the pension plan, but which are subject to
limitations imposed by federal tax laws. The Company's funding policy has
been to make annual contributions equal to the actuarially computed liability
to the extent such amounts are deductible for income tax purposes. Plan
assets consist principally of equity securities and fixed income investments.

   The periodic pension expense included the following components for the
years ended December 31:


<TABLE>
<CAPTION>

                                1994       1993       1992
------------------------------------------------------------
<S>                            <C>        <C>        <C>
Service cost-benefits
earned in the period           $ 1,814    $ 1,388    $ 1,150
Interest cost on projected
benefit obligation               2,876      2,611      2,453
Actual return on plan assets     1,346     (4,411)    (2,695)
Net amortization and deferral   (4,200)     1,428        (71)
------------------------------------------------------------
Net pension expense            $ 1,836    $ 1,016    $   837
------------------------------------------------------------
------------------------------------------------------------
</TABLE>

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


<TABLE>
<CAPTION>
                                      1994                 1993
                                FUNDED   UNFUNDED     FUNDED   UNFUNDED
------------------------------------------------------------------------
<S>                            <C>       <C>          <C>       <C>
Actuarial present value of:
  Vested benefit obligation    $25,037   $ 2,447      $26,988   $ 2,186
  Accumulated benefit
   obligation                   27,307     2,620       29,362     2,298
------------------------------------------------------------------------
Projected benefit obligation    35,468     3,890       38,654     3,677
Plan assets at fair value       35,810                 38,789
------------------------------------------------------------------------
Plan assets in excess of
 (less than) projected
 benefit obligation                342    (3,890)         135    (3,677)
Unrecognized net (gain)
 loss                           (4,527)     (176)      (2,996)      960
Unrecognized net (asset)
 liability at transition        (2,367)    3,727       (2,582)    2,539
Unrecognized prior
 service cost                    2,242                  1,952
------------------------------------------------------------------------
Accrued pension cost           $(4,310)  $  (339)     $(3,491)    $(178)
------------------------------------------------------------------------
------------------------------------------------------------------------
</TABLE>

                                   Page 30

<PAGE>

   The Company's assumptions as of December 31 in determining the pension
cost and liability for the three years were as follows:


<TABLE>
<CAPTION>

(AMOUNTS EXPRESSED IN
PERCENTAGES)                        1994  1993  1992
----------------------------------------------------
<S>                                  <C>   <C>   <C>
Discount rate                        8.5   7.0   8.5
Rates of increase in compensation    6.0   5.0   6.0
Long-term rate of
 return on plan assets               8.5   8.5   8.5

</TABLE>


EMPLOYEE SAVINGS PLAN

   The Company has an employee savings plan (ESP) which is a defined
contribution plan. Participation in the ESP is voluntary and all regular
employees of the Company are eligible to participate after one year of
employment. Subject to certain limitations, the Company may contribute up to
100 percent of the participant's contribution. The Company charged to expense
plan contributions of $775,000, $755,000 and $673,000 for 1994, 1993 and
1992, respectively.

OTHER EMPLOYEE PLANS

   The Company sponsors other plans for the benefit of its employees and
retirees. These plans include health care and life insurance benefits.
Effective January 1, 1993, the Company adopted SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other than Pensions." The Company
recorded a cumulative catch-up adjustment for the accumulated postretirement
transition obligation of approximately $1,003,000. The net 1994 and 1993
annual postretirement benefit costs were approximately $253,000 and $173,000,
respectively.

   The accumulated postretirement benefit obligation was computed using an
assumed discount rate of 8.5 percent in 1994 and 7 percent in 1993. The
health care cost trend rate was assumed to be 12 percent for 1994, declining
by one percent for six successive years to 6 percent in 2000, decreasing to
5.5 percent for 2002 and remaining at that rate thereafter.

   If the health care cost trend rate was increased one percent for all
future years, the accumulated postretirement benefit obligation as of
December 31, 1994, would have increased approximately $450,000. The effect of
this change on the aggregate of service and interest cost for 1994 would have
been an increase of approximately $65,000.

   Net postretirement benefit cost for the years ended December 31 includes
the following components:


<TABLE>
<CAPTION>
                                    1994      1993
----------------------------------------------------
<S>                                  <C>   <C>   <C>
Service cost - benefits earned
 in the period                      $136     $   91
Interest costs - accumulated
 benefit obligation                   93         82
Net loss amortization                 24
Cumulative catch up                           1,003
----------------------------------------------------
Net postretirement benefit cost     $253     $1,176
----------------------------------------------------
----------------------------------------------------
</TABLE>


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


<TABLE>
<CAPTION>
                                    1994      1993
-----------------------------------------------------
<S>                                <C>        <C>
Accumulated postretirement
 benefit obligation:
  Retirees                       $  (152)   $  (223)
  Fully eligible active employees   (170)      (140)
  Active employees, not fully
   eligible                         (854)      (845)
-----------------------------------------------------
Total participants                (1,176)    (1,208)
Plan assets
-----------------------------------------------------
Funded status                     (1,176)    (1,208)
Unrecognized transition
 obligation
Unrecognized net loss                 35        169
-----------------------------------------------------
Accrued postretirement benefit
 obligation                      $(1,141)   $(1,039)
-----------------------------------------------------
-----------------------------------------------------
</TABLE>

                                   Page 31

<PAGE>

NOTE 7 - MARKETING SUBSIDIARY

   In June 1994, Noble Gas Marketing, Inc., a wholly owned subsidiary of the
Company, began marketing the Company's natural gas as well as 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 have
been eliminated.

   In 1994, NGM recorded $43.9 million in gathering, marketing and processing
revenues and $42.8 million in gathering, marketing and processing expenses,
generating a gross margin of $1.1 million for the year. The gross margin was
offset by administrative expenses of $1.2 million, resulting in a loss for
NGM's initial year of operations.

NOTE 8 - ADDITIONAL BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

   Other current assets at December 31 include the following:


<TABLE>
<CAPTION>                          1994       1993
----------------------------------------------------
<S>                              <C>        <C>
Income tax receivable            $17,545    $12,759
</TABLE>


   Other current liabilities at December 31 include the following:


<TABLE>
<CAPTION>
                                   1994       1993
----------------------------------------------------
<S>                               <C>        <C>
Gas imbalance liabilities         $2,101     $1,520
</TABLE>


   Oil and gas exploration expense included the following for the years ended
December 31:


<TABLE>
<CAPTION>
                                 1994      1993      1992
-----------------------------------------------------------
<S>                            <C>       <C>       <C>
Dry hole expense               $35,275   $13,968   $11,657
Undeveloped lease amortization   7,813    12,063    10,352
Abandoned assets                 2,945     6,068     1,863
Seismic                          8,254     5,199     4,969
</TABLE>


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


<TABLE>
<CAPTION>
                           1994       1993     1992
----------------------------------------------------
<S>                         <C>       <C>       <C>
Natural Gas Clearinghouse   16%       16%       13%
</TABLE>


                                   Page 32


<PAGE>

NOTE 9 - ACQUISITIONS

   The Company completed two major acquisitions of oil and gas properties
during 1993. In the first acquisition, on July 15, 1993, the Company
purchased for $100 million all of Freeport-McMoRan's interest in East Cameron
blocks 320, 331, and 332 in the Gulf of Mexico. The Company acts as operator
of these properties with an average working interest of 70 percent.
Facilities with a production capacity of 100 MMCF of gas and 10,000 BBLS of
oil per day were completed and set in 1994. Production commenced in October
1994. This acquisition was purchased with cash on hand, without additional
borrowings.

   In the second acquisition, on October 1, 1993, the Company purchased for
$305 million substantially all the remaining oil and gas properties of
Freeport-McMoRan located in the Gulf of Mexico, Montana, Colorado, and
California. The Company completed two issuances of long-term debt to finance
the second acquisition.

   The acquisitions of the Freeport-McMoRan properties were accounted for as
a purchase and the results of operations are included in the statement of
operations from the date of the acquisitions. The cost of the acquisitions
has been allocated on the basis of the estimated market value of the assets
acquired.

   The following unaudited pro forma data includes various adjustments which
are considered necessary to properly state the amounts as though the
acquisitions had occurred at the beginning of each period shown.


<TABLE>
<CAPTION>
                                  1993        1992
-----------------------------------------------------
<S>                             <C>         <C>
Revenues                        $377,532    $369,176
Net income                       $39,138     $42,496
Net income per share                $.81        $.96
</TABLE>


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

R
EPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

   We have audited the accompanying consolidated balance sheet of Noble
Affiliates, Inc. (a Delaware corporation) and subsidiaries as of December 31,
1994 and 1993, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the three years in the period
ended December 31, 1994. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

   In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Noble Affiliates, Inc.
and subsidiaries as of December 31, 1994 and 1993, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1994, in conformity with generally accepted accounting
principles.

Oklahoma City, Oklahoma                                  ARTHUR ANDERSEN LLP
January 27, 1995



                                   Page 33

<PAGE>

NOTE 10 - SUPPLEMENTAL OIL AND GAS INFORMATION
(Unaudited)

   The following reserve schedules were developed by the Company's reserve
engineers and set forth the changes in estimated quantities of proved oil and
gas reserves of the Company during each of the three years presented, and the
proved developed oil and gas reserves as of the beginning of each year.


<TABLE>
<CAPTION>
                                                  NATURAL GAS &                     CRUDE OIL & CONDENSATE
                                              CASINGHEAD GAS (MMCF)                 (BARRELS IN THOUSANDS)
------------------------------------------------------------------------------------------------------------
PROVED DEVELOPED AND                   UNITED            OTHER             UNITED           OTHER
 UNDEVELOPED RESERVES:                 STATES   CANADA  FOREIGN   TOTAL    STATES  CANADA  FOREIGN   TOTAL
------------------------------------------------------------------------------------------------------------
<S>                                   <C>       <C>      <C>     <C>       <C>      <C>     <C>      <C>
PROVED RESERVES AS OF
 DECEMBER 31, 1991                    373,276   20,926   2,408   396,610   38,054   1,959    3,867   43,880
------------------------------------------------------------------------------------------------------------
Revisions of previous estimates        (1,450)      17            (1,433)     772      91      731    1,594
Extensions, discoveries and
 other additions                       42,102    7,711            49,813    5,406     462    2,172    8,040
Production                            (69,367)  (3,926)          (73,293)  (5,115)   (339)  (1,197)  (6,651)
Sale of minerals in place              (1,352)                    (1,352)    (139)            (493)    (632)
Purchase of minerals in place           1,157      721             1,878      980     169             1,149
-----------------------------------------------------------------------------------------------------------
PROVED RESERVES AS OF
 DECEMBER 31, 1992                    344,366   25,449   2,408   372,223   39,958   2,342    5,080   47,380
-----------------------------------------------------------------------------------------------------------
Revisions of previous estimates        (5,811)     809            (5,002)  (2,374)    168     (277)  (2,483)
Extensions, discoveries and
 other additions                       62,479    2,131            64,610    7,285   1,410             8,695
Production                            (71,310)  (3,829)          (75,139)  (6,064)   (347)    (950)  (7,361)
Sale of minerals in place              (6,903)     (20)           (6,923)    (389)    (23)             (412)
Purchase of minerals in place         341,578      183           341,761   27,107      29            27,136
-----------------------------------------------------------------------------------------------------------
PROVED RESERVES AS OF
 DECEMBER 31, 1993                    664,399   24,723   2,408   691,530   65,523   3,579    3,853   72,955
-----------------------------------------------------------------------------------------------------------
Revisions of previous estimates        15,409   2,418             17,827   (1,052)    161    1,550      659
Extensions, discoveries and
 other additions                      148,008   6,773            154,781    8,160     712    1,139   10,011
Production                            (84,504) (3,225)           (87,729)  (7,434)   (446)    (791)  (8,671)
Sale of minerals in place                (854)   (167)            (1,021)    (276)    (19)             (295)
Purchase of minerals in place           1,787   1,775              3,562      615     253               868
-----------------------------------------------------------------------------------------------------------
PROVED RESERVES AS OF
 DECEMBER 31, 1994                    744,245  32,297    2,408   778,950   65,536   4,240     5,751  75,527
-----------------------------------------------------------------------------------------------------------

PROVED DEVELOPED RESERVES:
  January 1, 1992                     372,100  19,981    2,408   394,489   34,000   1,501     3,867  39,368
  January 1, 1993                     344,366  24,504    2,408   371,278   36,938   1,884     5,080  43,902
  January 1, 1994                     570,462  24,723    2,408   597,593   64,284   3,032     3,853  71,169
  January 1, 1995                     658,228  32,297    2,408   692,933   63,013   3,693     4,612  71,318
</TABLE>



PROVED RESERVES

   Proved reserves are estimated quantities of crude oil, natural gas and
natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions.

PROVED DEVELOPED RESERVES

   Proved developed reserves are proved reserves which are expected to be
recovered through existing wells with existing equipment and operating
methods.

                                   Page 34

<PAGE>

COSTS INCURRED IN OIL AND GAS ACTIVITIES

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


<TABLE>
<CAPTION>
                                    1994                                 1993
------------------------------------------------------------------------------------------------
                      UNITED             OTHER             UNITED              OTHER
                      STATES   CANADA   FOREIGN   TOTAL    STATES    CANADA    FOREIGN   TOTAL
------------------------------------------------------------------------------------------------
<S>                   <C>      <C>      <C>      <C>       <C>       <C>      <C>       <C>
Property
acquisition costs:
  Proved             $ 3,742   $2,375   $       $ 6,117   $418,087   $  364      $     $418,451
  Unproved             8,695    1,773            10,468      2,537    1,902               4,439
------------------------------------------------------------------------------------------------
Total                $12,437   $4,148   $       $16,585   $420,624   $2,266      $     $422,890
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Exploration costs    $48,151   $7,293   $7,363  $62,807    $23,392   $4,708   $5,449    $33,549
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
Development costs   $105,993   $2,871   $1,474 $110,338    $53,650   $4,192     $730    $58,572
------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>
                                 1992
----------------------------------------------------------

                    UNITED              OTHER
                    STATES    CANADA    FOREIGN    TOTAL
----------------------------------------------------------
<S>                  <C>       <C>       <C>       <C>
Property
acquisition costs:
  Proved             $4,406    $1,498    $  300   $ 6,204
  Unproved            1,474     1,037               2,511
----------------------------------------------------------
Total                $5,880    $2,535    $  300   $ 8,715
----------------------------------------------------------
----------------------------------------------------------
Exploration costs   $16,122    $3,351    $5,639   $25,112
----------------------------------------------------------
----------------------------------------------------------
Development costs   $34,473    $2,549    $4,658   $41,680
----------------------------------------------------------
----------------------------------------------------------
</TABLE>


AGGREGATE CAPITALIZED COSTS

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


<TABLE>
<CAPTION>
                                                 1994                               1993
------------------------------------------------------------------------------------------------------------
                    UNITED            OTHER               UNITED             OTHER
                    STATES   CANADA  FOREIGN    TOTAL     STATES    CANADA  FOREIGN    TOTAL
------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>     <C>      <C>         <C>         <C>      <C>     <C>
Unproved oil and
 gas properties   $   34,254 $ 7,842 $ 3,274  $  45,370   $   32,941  $ 6,564  $ 3,340 $  42,845
Proved oil and
 gas properties    1,448,412  42,315  24,295   1,515,022   1,344,490   35,505   38,097  1,418,092
------------------------------------------------------------------------------------------------------------
                   1,482,666  50,157  27,569   1,560,392   1,377,431   42,069   41,437  1,460,937
Accumulated DD&A     722,701  23,017  10,665     756,383     631,292   19,544   25,866    676,702
------------------------------------------------------------------------------------------------------------
Net capitalized
 costs            $  759,965 $27,140 $16,904  $  804,009  $  746,139  $22,525  $15,571 $  784,235
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                   Page 35


<PAGE>

OIL AND GAS OPERATIONS

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


<TABLE>
<CAPTION>
                                        1994                                1993
----------------------------------------------------------------------------------------------------------------
                       UNITED              OTHER              UNITED             OTHER
                       STATES     CANADA  FOREIGN   TOTAL     STATES    CANADA  FOREIGN    TOTAL
----------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>      <C>      <C>       <C>       <C>      <C>      <C>

Revenues               $277,467  $15,448  $13,254  $306,169  $250,636  $12,812  $14,556  $278,004
Production costs         68,340    4,072    3,128    75,540    66,507    4,150    6,084    76,741
Exploration expenses     49,991    8,874    9,373    68,238    28,927    5,662    8,333    42,922
DD&A and valuation
 provision              125,880    4,153    2,373   132,406   101,609    3,549   11,396   116,554
----------------------------------------------------------------------------------------------------------------
Income (loss)            33,256   (1,651)  (1,620)   29,985    53,593     (549) (11,257)   41,787
Income tax expense
 (benefit)               11,503   (1,039)   1,006    11,470    19,345     (776)  (3,559)   15,010
----------------------------------------------------------------------------------------------------------------
Results of operations
 from producing
 activities (excluding
 corporate overhead
 and interest costs)   $21,753   $  (612) $(2,626)  $18,515   $34,248  $   227  $(7,698) $ 26,777
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
                                               1992
--------------------------------------------------------------------
                                 UNITED             OTHER
                                 STATES   CANADA   FOREIGN   TOTAL
--------------------------------------------------------------------
<S>                             <C>       <C>      <C>      <C>
Revenues                        $226,410  $11,961  $21,394  $259,765
Production costs                  57,108    2,950    8,668    68,726
Exploration expenses              24,506    4,434   10,229    39,169
DD&A and valuation
 provision                        88,442    2,593   11,727   102,762
--------------------------------------------------------------------
Income (loss)                     56,354    1,984   (9,230)   49,108
Income tax expense
 (benefit)                        19,170      891   (3,139)   16,922
--------------------------------------------------------------------
Results of operations
 from producing
 activities (excluding
 corporate overhead
 and interest costs)             $37,184   $1,093  $(6,091)  $32,186
--------------------------------------------------------------------
--------------------------------------------------------------------
</TABLE>


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

   The following information is based on the Company's best estimate of the
required data for the Standardized Measure of Discounted Future Net Cash
Flows required by Financial Accounting Standards Board's Statement of
Financial Accounting Standards No. 69. The Standard requires the use of a 10
percent discount rate. This information is not the fair market value nor does
it represent the expected present value of future cash flows of the Company's
proved oil and gas reserves.


<TABLE>
<CAPTION>
                                     1994                              1993                              1992
--------------------------------------------------------------------------------------------------------------------------
(IN MILLIONS             UNITED          OTHER            UNITED           OTHER            UNITED           OTHER
OF DOLLARS)              STATES CANADA  FOREIGN   TOTAL   STATES  CANADA  FOREIGN   TOTAL   STATES  CANADA  FOREIGN  TOTAL
--------------------------------------------------------------------------------------------------------------------------
<S>                      <C>     <C>     <C>      <C>     <C>     <C>      <C>      <C>     <C>      <C>      <C>  <C>
Future cash inflows      $2,439  $120    $104     $2,663  $2,635  $102     $55      $2,792  $1,471   $86      $93  $1,650
Future production and
 development costs          870    44      18        932     869    47      17         933     608    36       36     680
Future income tax
 expenses                   423    21      23        467     481    15      10         506     220    13       14     247
-------------------------------------------------------------------------------------------------------------------------
Future net cash flows     1,146    55      63      1,264   1,285    40      28       1,353     643    37       43     723
10% annual discount for
 estimated timing of
 cash flows                 479    23      26        528     656    13       9         678     209    12       14     235
-------------------------------------------------------------------------------------------------------------------------
Standardized measure of
 discounted future net
 cash flows              $  667  $ 32    $ 37     $  736  $  629  $ 27     $19      $  675  $  434   $25      $29  $  488
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                   Page 36


<PAGE>

   Future cash inflows are computed by applying year-end prices of oil and
gas relating to the Company's proved reserves to the year-end quantities of
those reserves, with consideration given to the effect of existing trading
and hedging contracts if any. The year-end weighted average oil price
utilized in the computation of future cash inflows was approximately $15.55
per barrel.

   Oil prices at the end of February 1995 increased slightly since year end.
The Company estimates that a $1.00 per barrel change in the average oil price
from the year-end price would change discounted future net cash flows before
income taxes by approximately $44 million.

   The year-end weighted average gas price utilized in the computation of
future cash inflows was approximately $1.75 per MCF. Natural gas spot prices
at the end of February 1995 decreased from year end. The Company estimates
that a $.10 per MCF change in the average gas price from the year-end price
would change discounted future net cash flows before income taxes by
approximately $47 million.

   Future production and development costs, which include dismantlement and
restoration expense, are computed by estimating the expenditures to be
incurred in developing and producing the Company's proved oil and gas
reserves at the end of the year, based on year-end costs, and assuming
continuation of existing economic conditions.

   Future income tax expenses are computed by applying the appropriate
year-end statutory tax rates to the future pretax net cash flows relating to
the Company's proved oil and gas reserves, less the tax bases of the
properties involved. The future income tax expenses give effect to tax
credits and allowances, but do not reflect the impact of general and
administrative cost and exploration expenses of ongoing operations relating
to the Company's proved oil and gas reserves.

   At December 31, 1994, the Company had estimated gas imbalance receivables
of $11.7 million and estimated liabilities of $10.5 million; at year-end
1993, $12.9 million in receivables and $7.6 million in liabilities; and at
year-end 1992, $17.0 million in receivables and $12.8 million in liabilities.
Neither the gas imbalance receivables nor liabilities have been included in
the standardized measure of discounted future net cash flows for the three
years ended December 31, 1994.

   Principal changes in the aggregate standardized measure of discounted
future net cash flows attributable to the Company's proved oil and gas
reserves at year end are shown below.


<TABLE>
<CAPTION>
(IN MILLIONS OF DOLLARS)           1994    1993   1992
--------------------------------------------------------
<S>                                <C>     <C>     <C>
Standardized measure of discounted
 future net cash flows at the
 beginning of the year             $675    $488    $445
Extensions, discoveries and
 improved recovery, less
 related costs                      160      89     113
Revisions of previous
 quantity estimates                  18     (19)     15
Changes in estimated future
 development costs                  (31)    (23)     (5)
Purchases/sales of
 minerals in place                    3     397       4
Net changes in prices and
 production costs                   (90)    (40)     52
Accretion of discount                95      66      60
Sales of oil and gas produced,
 net of production costs           (228)   (200)   (189)
Development costs incurred
 during the period                   44       8      10
Net change in income taxes          (17)   (102)    (12)
Change in timing of estimated
 future production, and other       107      11      (5)
--------------------------------------------------------
Standardized measure of
 discounted future net cash
 flows at the end of the year     $ 736   $ 675   $ 488
--------------------------------------------------------
--------------------------------------------------------
</TABLE>


NOTE 11 - INTERIM FINANCIAL INFORMATION
(Unaudited)

   Interim financial information for the two years ended December 31, 1994 is
as follows:


<TABLE>
<CAPTION>
                                    QUARTER ENDED
---------------------------------------------------------------
                       MAR. 31,   JUNE 30,  SEPT. 30,  DEC. 31,
---------------------------------------------------------------
<S>                    <C>         <C>        <C>       <C>
1994
Revenues               $83,541    $92,032    $97,441   $ 85,375
Gross profit (loss)
 from operations       $16,351    $10,494    $ 3,877   $(13,451)
Net income (loss)      $ 8,417    $ 4,377    $ 2,051   $(11,679)
Net income (loss)
 per share             $   .17    $   .09    $   .04   $   (.23)

1993
Revenues               $69,854    $66,327    $64,346   $ 86,056
Gross profit (loss)
 from operations       $16,696    $ 5,041    $11,318   $   (372)
Net income (loss)      $ 4,488    $ 4,002    $ 4,265   $   (130)
Net income (loss)
 per share             $   .10    $   .08    $   .09   $   (.01)
</TABLE>


   During the fourth quarter of 1994, DD&A expense increased by approximately
$3,100,000 relating to the cumulative effect of oil and gas reserve revisions
on the DD&A provision for the preceding three quarters.

   During the fourth quarter of 1993, the cumulative effect of oil and gas
reserve revisions on the DD&A provision for the preceding three quarters was
insignificant.

                                   Page 37




<PAGE>

GLOSSARY

BBLS        BARRELS

BCF         BILLION CUBIC FEET

BOE         BARREL OF OIL EQUIVALENT

LPG         LIQUID PETROLEUM GAS

MCF         THOUSAND CUBIC FEET

MMBBLS      MILLION BARRELS

MMBTU       MILLION BRITISH THERMAL UNITS

MMCF        MILLION CUBIC FEET

CORPORATE INFORMATION

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

INDEPENDENT ACCOUNTANTS
Arthur Andersen LLP
Oklahoma City, Oklahoma

COMMON STOCK LISTED
New York Stock Exchange
Symbol - NBL

SHAREHOLDERS' PROFILE
December 31, 1994

                              SHARES       SHAREHOLDERS
                            OUTSTANDING      OF RECORD
-------------------------------------------------------
Individuals                   735,181           1,210
Joint accounts                116,318             294
Fiduciaries                   242,096             351
Institutions                6,999,833              50
Brokers                         1,300               1
Nominees                   41,904,188               7
Foreign                        13,639              16
-----------------------------------------------------
  Total                    50,012,555           1,929
-----------------------------------------------------
-----------------------------------------------------

DIVIDEND AND STOCK PRICES BY QUARTERS

<TABLE>
<CAPTION>
                                      QUARTER ENDED
------------------------------------------------------------------------------     YEAR
                                                                                    END
(DOLLARS)          3/31             6/30             9/30            12/31         TOTAL
----------------------------------------------------------------------------------------
<S>               <C>               <C>              <C>              <C>           <C>
Dividends
1994               .04              .04              .04              .04           .16
1993               .04              .04              .04              .04           .16
Low-High
1994          23 3/8-28 3/4    22 1/2-32 1/4     25 1/4-30 7/8    22 1/2-30 3/8
1993          15 3/4-22 3/4    20 1/2-25 1/4       22 1/8-31        23-30 1/8
-----------------------------------------------------------------------------------------
</TABLE>


ANNUAL MEETING

   The Annual Meeting of Shareholders of Noble Affiliates, Inc. will be held
on Tuesday, April 25, 1995, at 10:00 a.m. at the Charles B. Goddard Center
located at "D" Street and First Avenue S.W. in Ardmore, Oklahoma. All
shareholders are cordially invited to attend.

FORM 10-K

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

                                   Page 40

<PAGE>

                                  APPENDIX I

   The following describes graphs which were listed in the margins of the

Management's Discussion and Analysis on pages 15 through 19 of the
Registrant's 1994 annual report.

Page 15 - Gas Reserves Added for three years
          1992:               50.3 BCF's
          1993:              401.4 BCF's
          1994:              176.2 BCF's

          Oil Reserves Added for three years
          1992:               10.8 million barrels
          1993:               33.3 million barrels
          1994:               11.5 million barrels

Page 16 - Costs Incurred for Acquisitions, Exploration and
          Development
          1992:              $75.5 million
          1993:             $515.0 million
          1994:             $189.7 million

          Average Finding Cost Per BOE for three years
          1992:              $3.96
          1993:              $5.14
          1994:              $4.64

Page 17   Gas Revenues for three years
          1992:             $134.2 million - $1.81 Average price per mcf
          1993:             $159.2 million - $2.10 Average price per mcf
          1994:             $174.5 million - $1.97 Average price per mcf

          Oil Revenues for three years
          1992:             $120.2 million - $18.68 Average price per barrel
          1993:             $111.3 million - $15.91 Average price per barrel
          1994:             $122.9 million - $14.90 Average price per barrel

Page 18   Net Income for three years
         *1992:              $41.2 million
          1993:              $12.6 million
          1994:               $3.2 million
         *Includes sale of investment NGC

          Average Production and Lifting Cost Per BOE for three years
          1992:              $3.60
          1993:              $3.76
          1994:              $3.20

Page 19   DD&A Expense Per BOE of Production for three years
          1992:              $5.00 per barrel
          1993:              $5.37 per barrel
          1994:              $5.46 per barrel

          SG&A Expense Per Boe of Production for three years
          1992:              $1.64 per barrel
          1993:              $1.59 per barrel
          1994:              $1.56 per barrel





<PAGE>


                                                                     EXHIBIT 21




                            SUBSIDIARIES OF NOBLE AFFILIATES, INC.


    The following table sets forth the subsidiaries of Noble Affiliates, Inc.
as of March 15, 1995.



<TABLE>
<CAPTION>

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

Noble Gas Marketing, Inc. 1/                                                        Delaware

Noble Gas Pipeline, Inc. 2/                                                         Delaware

Samedan Oil of Canada, Inc. 3/                                                      Delaware

Samedan of North Africa, Inc. 3/                                                    Delaware

Samedan Oil of Indonesia, Inc. 3/                                                   Delaware

Samedan Pipe Line Corporation 3/                                                    Delaware

Samedan Royalty Corporation 3/                                                      Delaware

Samedan of Tunisia, Inc. 3/                                                         Delaware

Samedan - NEEI Exploration Company 4/                                               Oklahoma

_______________________________
<FN>

1/  100% owned by Noble Affiliates, Inc.

2/  100% owned by Noble Gas Marketing, Inc.

3/  100% owned by Samedan Oil Corporation.

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

</TABLE>







<PAGE>

                                                                    EXHIBIT 23



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


    As independent public accountants, we hereby consent to the incorporation
of our report dated January 27, 1995, included on page 33 of the 1994
Annual Report to Shareholders and incorporated by reference in this Form
10-K, into the previously filed Registration Statements on Form S-8 (Nos.
2-64600, 2-81590, 33-32692, 2-66654 and 33-54084).

                                                            ARTHUR ANDERSEN LLP


Oklahoma City, Oklahoma
March 28, 1995









<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               DEC-31-1994
<CASH>                                          22,192
<SECURITIES>                                         0
<RECEIVABLES>                                   49,692
<ALLOWANCES>                                         0
<INVENTORY>                                      3,591
<CURRENT-ASSETS>                               103,887
<PP&E>                                       1,588,459
<DEPRECIATION>                               (775,079)
<TOTAL-ASSETS>                                 933,516
<CURRENT-LIABILITIES>                         (71,988)
<BONDS>                                      (376,956)
<COMMON>                                     (171,790)
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                   (240,276)
<TOTAL-LIABILITY-AND-EQUITY>                 (933,516)
<SALES>                                        306,169
<TOTAL-REVENUES>                               358,389
<CGS>                                                0
<TOTAL-COSTS>                                  328,435
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              24,729
<INCOME-PRETAX>                                  5,225
<INCOME-TAX>                                     2,059
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,166
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                        0
        

</TABLE>