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                            NOBLE AFFILIATES, INC.
                              110 West Broadway
                           Ardmore, Oklahoma 73401
                                 Addendum to
                          NOTICE AND PROXY STATEMENT
                      For Annual Meeting of Stockholders
                         To Be Held on April 27, 1999

        The record date for the annual meeting of stockholders of Noble
Affiliates, Inc. is March 15, 1999, rather than March 16, 1999 as stated in the
accompanying notice of annual meeting and proxy statement, and the references
to the record date in the notice and on page 2 of the proxy statement are
hereby corrected accordingly.  The number of shares of Common Stock issued and
outstanding on the record date, as stated on page 2 of the proxy statement, is
correct as of March 15, 1999.  Only stockholders of record at the close of
business on March 15, 1999 are entitled to notice of and to vote at the