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


                                SCHEDULE 13G


                  Under the Securities Exchange Act of 1934

                             (Amendment No. 5)*

                           NOBLE AFFILIATES, INC.
- --------------------------------------------------------------------------------
                              (Name of Issuer)

                 COMMON STOCK, PAR VALUE $3.33 1/3 PER SHARE
- --------------------------------------------------------------------------------
                       (Title of Class of Securities)

                                 654894 10 4
                     ----------------------------------
                               (CUSIP Number)

                                      
Check the following box if a fee is being paid with this statement [ ].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

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CUSIP No.      654894 10 4                       13G
         -----------------------

1        NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

                 THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.
                          73-0606209

2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*              (a)  [ ]
                                                                        (b)  [ ]

3        SEC USE ONLY


4        CITIZENSHIP OR PLACE OF ORGANIZATION

                 OKLAHOMA

                                      5        SOLE VOTING POWER
               NUMBER OF
                SHARES                                 6,664,220
             BENEFICIALLY
               OWNED BY               6        SHARED VOTING POWER
                 EACH
               REPORTING                                    -0-
                PERSON
                 WITH                 7        SOLE DISPOSITIVE POWER

                                                       6,664,220

                                      8        SHARED DISPOSITIVE POWER

                                                            -0-

9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                 6,664,220

10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                 13.3%

12       TYPE OF REPORTING PERSON*

                 CO





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THIS AMENDMENT NO. 5 TO SCHEDULE 13G amends Item 4 by adding thereto two new
paragraphs as follows:

Item 4.  Ownership

         During December 1995, the Foundation sold an aggregate of 115,000
shares of Common Stock of the Company.  As of December 31, 1995, the Foundation
beneficially owned 6,664,220 shares of the Common Stock, representing 13.3% of
the outstanding shares of such class.  The Foundation has sole power to vote or
to direct the vote and the sole power to dispose or to direct the disposition
of all the 6,664,220 shares of Common Stock.

         The beneficial ownership of the Foundation as of December 31, 1995,
which is reported herein as required, has changed since yearend.  During
January and February 1996, through February 6, 1996, the Foundation sold an
aggregate of 133,300 shares of Common Stock of the Company.

                                   Signature

         After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                   THE SAMUEL ROBERTS NOBLE FOUNDATION, INC.


                                   By:   /s/ Michael A. Cawley        
                                         ---------------------------------------
                                         Michael A. Cawley,
                                         President and Chief Executive Officer

Dated: February 7, 1996





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