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



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

                                    FORM 8-K

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

                                 CURRENT REPORT



     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): MAY 14, 2002





                               NOBLE ENERGY, INC.
             -----------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           DELAWARE                       0-7062                 73-0785597
- -------------------------------         -----------          -------------------
(State or other jurisdiction of         Commission            (I.R.S. Employer
incorporation or organization)          File Number          Identification No.)



      350 GLENBOROUGH, SUITE 100
            HOUSTON, TEXAS                                         77067
- ----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)



       Registrant's telephone number, including area code: (281) 872-3100


                             Noble Affiliates, Inc.
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)


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ITEM 4.    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Effective May 14, 2002, the Board of Directors of Noble Energy, Inc.
(the "Company"), after careful consideration and based upon the recommendation
of its Audit Committee, dismissed its current independent public accountant,
Arthur Andersen LLP. This dismissal followed the decision by the Board of
Directors to seek proposals from other independent auditors to audit the
Company's consolidated financial statements for its fiscal year ended December
31, 2002.

         Effective May 14, 2002, the Board of Directors, based on the
recommendation of its Audit Committee, retained KPMG as its independent auditors
with respect to the audit of the Company's consolidated financial statements for
its fiscal year ended December 31, 2002.

         During the Company's two most recent fiscal years ended December 31,
2001, and during the subsequent interim period preceding the replacement of
Arthur Andersen LLP, there was no disagreement between the Company and Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen LLP's satisfaction, would have caused Arthur Andersen LLP to
make reference to the subject matter of the disagreement in connection with its
report. The audit reports of Arthur Andersen LLP on the consolidated financial
statements of the Company as of and for the last two fiscal years ended December
31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor were
these opinions qualified or modified as to uncertainty, audit scope or
accounting principles.

         During the Company's two most recent fiscal years ended December 31,
2001, and during the subsequent interim period preceding the replacement of
Arthur Andersen LLP, the Company has not consulted with KPMG or other
independent auditor regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on the Company's financial statements.

         The Company has requested that Arthur Andersen LLP furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements made by the Company. A copy of that letter,
dated May 14, 2002, is filed as Exhibit 16.1 to this Current Report on Form 8-K.





ITEM 7(c).  FINANCIAL STATEMENTS AND EXHIBITS.

            Exhibits

Item Description ---- ----------- 16.1 Letter dated May 14, 2002, from Arthur Andersen LLP to the Securities and Exchange Commission regarding change in certifying accountant.
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NOBLE ENERGY, INC. Date: May 14, 2002 By: /s/ Albert D. Hoppe -------------------------------------- Albert D. Hoppe Senior Vice President, General Counsel and Secretary INDEX TO EXHIBITS
Item Exhibit ---- ------- 16.1 Letter dated May 14, 2002, from Arthur Andersen LLP to the Securities and Exchange Commission regarding change in certifying accountant.

                                                                    EXHIBIT 16.1



Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


May 14, 2002


Dear Sir or Madam:

We have read Item 4 included in the Form 8-K dated May 13, 2002 of Noble Energy,
Inc. to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.

Very truly yours,

/s/ ARTHUR ANDERSEN LLP
- -----------------------------
    Arthur Andersen LLP



cc:      James McElvany, Chief Financial Officer,
         Noble Energy, Inc.