<PAGE>   1
================================================================================

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

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

   (Mark One)                      FORM 10-K/A
                                 AMENDMENT NO. 1


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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998

                                       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:
                                 (580) 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.
Preferred Stock Purchase Rights                  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.  [X]   

         Aggregate market value of Common Stock held by nonaffiliates as of
February 12, 1999: $1,095,000,000.

         Number of shares of Common Stock outstanding as of February 12, 1999:
56,981,008.


                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's definitive proxy statement for the 1999
Annual Meeting of Stockholders to be held on April 27, 1999, which will be filed
with the Securities and Exchange Commission within 120 days after December 31,
1998, are incorporated by reference into Part III.

================================================================================



<PAGE>   2



         The Index to Exhibits of Noble Affiliates, Inc.'s Annual Report on Form
10-K for the fiscal year ended December 31, 1998 (the "1998 Form 10-K"), to
which reference is made in Item 14 of the 1998 Form 10-K for a list of the
exhibits to the 1998 Form 10-K, is hereby amended to reflect the inclusion
therein and the filing herewith of a new Exhibit 99.1 containing the financial
statements required by Form 11-K for the fiscal year ended December 31, 1998
with respect to the Noble Affiliates Thrift and Profit Sharing Plan, and such
Index to Exhibits is restated in its entirety following the signature page
hereto.




<PAGE>   3




                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

                                       NOBLE AFFILIATES, INC.



Date:  June 29, 1999                   By:   /s/ James L. McElvany
                                             -----------------------------------
                                             James L. McElvany,
                                             Vice President and Controller




<PAGE>   4



                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit
Number+                       Description**
-------                       -------------
<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 year ended December 31, 1987 and
           incorporated herein by reference).

3.2    --  Certificate of Designations of Series A Junior Participating
           Preferred Stock of the Registrant dated August 27, 1997 (filed Exhibit
           A of Exhibit 4.1 to the Registrant's Registration Statement on Form 8-A
           filed on August 28, 1997 and incorporated herein by reference).

3.3    --  Composite copy of Bylaws of the Registrant as currently in effect
           (filed as Exhibit 3.4 to the Registrants' Annual Report on Form 10-K
           for the year ended December 31, 1997 and incorporated herein by
           reference).

4.1    --  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).

4.2    --  Indenture relating to Senior Debt Securities dated as of April 1,
           1997 between the Registrant and U.S. Trust Company of Texas, N.A., as
           Trustee (filed as Exhibit 4.1 to the Registrant's Quarterly Report on
           Form 10- Q for the quarter ended March 31, 1997 and incorporated herein
           by reference).

4.3    --  First Indenture Supplement relating to $250 million of the
           Registrant's 8% Senior Notes Due 2027 dated as of April 1, 1997 between
           the Registrant and U.S. Trust Company of Texas, N.A., as Trustee (filed
           as Exhibit 4.2 to the Registrant's Quarter Report on Form 10-Q for the
           quarter ended March 31, 1997 and incorporated herein by reference).

4.4    --  Second Indenture Supplement, between the Company and U.S. Trust
           Company of Texas, N.A. as trustee, relating to $100 million of the
           Registrant's 7 1/4% Senior Debentures Due 2097 dated as of August 1,
           1997 (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form
           10-Q for the quarter ended June 30, 1994 and incorporated herein by
           reference).

4.5    --  Rights Agreement, dated as of August 27, 1997, between the
           Registrant and Liberty Bank and Trust Company of Oklahoma City, N.A.,
           as Right's Agent (filed as Exhibit 4.1 to the Registrant's Registration
           Statement on Form 8-A filed on August 28, 1997 and incorporated herein
           by reference).

4.6    --  Amendment No. 1 to Rights Agreement dated as of December 8, 1998,
           between the Registrant and Bank One Trust Company, as successor Rights
           Agent to Liberty Bank and Trust Company of Oklahoma City, N.A. (filed
           as Exhibit 4.2 to the Registrant's Registration Statement on Form 8-A/A
           (Amendment No. 1) filed on December 14, 1998 and incorporated herein by
           reference.)

10.1*  --  Samedan Oil Corporation Bonus Plan, as amended and restated on
           September 24, 1996 (filed as Exhibit 10.1 to the Registrant's Annual
           Report on Form 10-K for the fiscal year ended December 31, 1996 and
           incorporated herein by reference).

10.2*  --  Restoration of Retirement Income Plan for certain participants in
           the Noble Affiliates Retirement Plan dated September 21, 1994,
           effective as of May 19, 1994 (filed as Exhibit 10.5 to the Registrant's
           Annual Report on Form 10-K for the year ended December 31, 1994 and
           incorporated herein by reference). 

10.3*  --  Noble Affiliates Thrift Restoration Plan dated May 9, 1994 (filed as
           Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the
           fiscal year ended December 31, 1994 and incorporated herein by
           reference).

10.4*  --  Noble Affiliates Restoration Trust dated September 21, 1994, effective
           as of October 1, 1994 (filed as Exhibit 10.7 to the Registrant's Annual
           Report on Form 10-K for the fiscal year ended December 31, 1994 and
           incorporated herein by reference).
</TABLE>




<PAGE>   5


<TABLE>
<CAPTION>
Exhibit
Number+                       Description**
-------                       -------------
<S>        <C>                                                              
10.5*  --  Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan,
           as amended and restated, dated November 2, 1992 (filed as Exhibit 4.1
           to the Registrant's Registration Statement on Form S-8 (Registration
           No. 33-54084) and incorporated herein by reference).

10.6*  --  1982 Stock Option Plan of the Registrant (filed as Exhibit 4.1 to
           the Registrant's Registration Statement on Form S-8 (Registration No.
           2-81590) and incorporated herein by reference).

10.7*  --  Amendment No. 1 to the 1982 Stock Option Plan of the Registrant
           (filed as Exhibit 4.2 to the Registrant's Registration Statement on
           Form S-8 (Registration No. 2-81590) and incorporated herein by
           reference).

10.8*  --  Amendment No. 2 to the 1982 Stock Option Plan of the Registrant
           (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K
           for the year ended December 31, 1995 and incorporated herein by
           reference). 

10.9*  --  1988 Nonqualified Stock Option Plan for Non-Employee Directors of
           the Registrant, as amended and restated, effective as of January 30,
           1996 (filed as Exhibit 10.13 to the Registrant's Annual Report on Form
           10-K for the year ended December 31, 1996 and incorporated herein by
           reference). 

10.10* --  Form of Indemnity Agreement entered into between the Registrant and
           each of the Registrant's directors and bylaw officers (filed as Exhibit
           10.18 to the Registrant's Annual Report on Form 10-K for the year ended
           December 31, 1995 and incorporated herein by reference).

10.11  --  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).

10.12  --  Stock Purchase Agreement dated as of July 1, 1996, between Samedan
           Oil Corporation and Enterprise Diversified Holdings Incorporated (filed
           as Exhibit 2.1 to the Registrant's Current Report on Form 8-K (Date of
           Event: July 31, 1996) dated August 13, 1996 and incorporated herein by
           reference).

10.13* --  Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan,
           as amended and restated on December 10, 1996, subject to the approval
           of stockholders (filed as Exhibit 10.21 to the Registrant's Annual
           Report on Form 10-K for the year ended December 31, 1996 and
           incorporated herein by reference).

10.14  --  Amended and Restated Credit Agreement dated as of December 24, 1997
           among the Registrant, as borrower, and Union Bank of Switzerland,
           Houston agency, as the agent for the lender, and NationsBank of Texas,
           N.A. and Texas Commerce Bank National Association, as managing agents,
           and Bank of Montreal, CIBC Inc., The First National Bank of Chicago,
           Royal Bank of Canada, and Societe Generale, Southwest agency, as
           co-agents, and certain commercial lending institutions, as lenders
           (filed as Exhibit 10.20 to the Registrant's Annual Report on Form 10-K
           for the fiscal year ended December 31, 1997 and incorporated herein by
           reference).

21     --  Subsidiaries.

23     --  Consent of Arthur Andersen LLP.

27.1   --  Financial Data Schedule. 27.2 -- Restated Financial Data Schedule.

99.1***--  Financial statements required by Form 11-K for the fiscal year ended
           December 31, 1997 with respect to the Noble Affiliates Thrift and
           Profit Sharing Plan (including the accountants' consent to
           incorporation thereof by reference).
</TABLE>




<PAGE>   6

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

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

**       Copies of exhibits will be furnished upon prepayment of 25 cents per
         page. Requests should be addressed to the Senior Vice President -
         Finance and Treasurer, Noble Affiliates, Inc., Post Office Box 1967,
         Ardmore, Oklahoma 73402.

***      Filed herewith.

+        Filed previously unless indicated otherwise.






<PAGE>   1


                                  EXHIBIT 99.1





<PAGE>   2
                  NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

         FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
         AS OF DECEMBER 31, 1998 AND 1997
         TOGETHER WITH REPORT OF INDEPENDENT
         PUBLIC ACCOUNTANTS



<PAGE>   3



                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN


            INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

                           DECEMBER 31, 1998 AND 1997




Financial Statements:


         Report of Independent Public Accountants

         Statements of Net Assets Available for Benefits at December 31, 1998
           and 1997

         Statement of Changes in Net Assets Available for Benefits for the Year
           Ended December 31, 1998


         Notes to Financial Statements

Supplemental Schedules:

I.       Line 27a - Schedule of Assets Held for Investment Purposes at December
         31, 1998

II.      Line 27d - Schedule of Reportable Transactions for the Year Ended
         December 31, 1998



All other schedules required by the Employee Retirement Income Security Act of
1974 and the regulations promulgated by the Department of Labor have been
omitted, since they are not applicable.




<PAGE>   4



 
                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Employee Benefits Committee and Participants of
Noble Affiliates Thrift and Profit Sharing Plan:

We have audited the accompanying statements
 of net assets available for benefits
of Noble Affiliates Thrift and Profit Sharing Plan as of December 31, 1998 and
1997, and the related statement of changes in net assets available for benefits
for the year ended December 31, 1998. These financial statements and the
schedules referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules 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 net assets available for benefits of the Noble
Affiliates Thrift and Profit Sharing Plan as of December 31, 1998 and 1997, and
the changes in its net assets available for benefits for the year ended December
31, 1998, in conformity with generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. Supplemental Schedules I and II are
presented for purposes of additional analysis and are not a required part of the
basic financial statements, but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statement of changes in
net assets available for benefits is presented for additional analysis rather
than to present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and fund
information have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.

                                                       /s/ ARTHUR ANDERSEN


Oklahoma City, Oklahoma,
    April 30, 1999




<PAGE>   5



                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN


                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                      Fund A           Fund B          Fund C          Fund I
                                                    -----------     -----------     -----------     -----------
<S>                                                 <C>             <C>             <C>             <C>        
ASSETS:
    Cash                                            $     2,894     $       837     $       265     $    42,155

    Investments, at fair value-
      Money market funds - short-term                   210,679         175,749         161,257       4,094,956
      Common stocks:
        Noble Affiliates, Inc.                               --              --              --              -- 
        Mutual funds                                         --      10,598,049       2,179,603              -- 
      U.S. Government securities                        411,321              --              --              -- 
      Corporate bonds                                 2,385,505              --              --              -- 
      Loans to participants                                  --              --              --              -- 
                                                    -----------     -----------     -----------     -----------

             Total investments                        3,007,505      10,773,798       2,340,860       4,094,956
                                                    -----------     -----------     -----------     -----------

    Receivables-
      Participants' contributions                        15,501          56,731          13,710          12,480
      Employer contributions                              7,962          38,209           9,680           7,609
      Interest and dividends                             55,898          50,013             586          17,242
                                                    -----------     -----------     -----------     -----------

             Total receivables                           79,361         144,953          23,976          37,331
                                                    -----------     -----------     -----------     -----------

             Total assets                             3,089,760      10,919,588       2,365,101       4,174,442

LIABILITIES:
    Due to broker for securities
    purchased                                             1,477           5,429             870           1,796
                                                    -----------     -----------     -----------     -----------


NET ASSETS AVAILABLE FOR BENEFITS                   $ 3,088,283     $10,914,159     $ 2,364,231     $ 4,172,646
                                                    ===========     ===========     ===========     ===========
</TABLE>




<TABLE>
<CAPTION>
                                                       Fund M          Fund N          Fund L          Fund V          Total
                                                    -----------     -----------     -----------     -----------     -----------
<S>                                                 <C>             <C>             <C>             <C>             <C>        
ASSETS:
    Cash                                            $       243     $     1,231     $        --     $       594     $    48,219

    Investments, at fair value-
      Money market funds - short-term                   145,707         121,208              --          38,359       4,947,915
      Common stocks:
        Noble Affiliates, Inc.                               --       7,407,939              --              --       7,407,939
        Mutual funds                                  7,930,477              --              --       4,221,164      24,929,293
      U.S. Government securities                             --              --              --              --         411,321
      Corporate bonds                                        --              --              --              --       2,385,505
      Loans to participants                                  --              --       1,849,006              --       1,849,006
                                                    -----------     -----------     -----------     -----------     -----------

             Total investments                        8,076,184       7,529,147       1,849,006       4,259,523      41,930,979
                                                    -----------     -----------     -----------     -----------     -----------

    Receivables-
      Participants' contributions                        55,679          51,968              --          27,310         233,379
      Employer contributions                             33,010          44,161              --          14,566         155,197
      Interest and dividends                                445             300          59,743         210,246         394,473
                                                    -----------     -----------     -----------     -----------     -----------

             Total receivables                           89,134          96,429          59,743         252,122         783,049
                                                    -----------     -----------     -----------     -----------     -----------

             Total assets                             8,165,561       7,626,807       1,908,749       4,512,239      42,762,247

LIABILITIES:
    Due to broker for securities
    purchased                                             3,824         791,408              --           1,980         806,784
                                                    -----------     -----------     -----------     -----------     -----------


NET ASSETS AVAILABLE FOR BENEFITS                   $ 8,161,737     $ 6,835,399     $ 1,908,749     $ 4,510,259     $41,955,463
                                                    ===========     ===========     ===========     ===========     ===========
</TABLE>



    The accompanying notes are an integral part of this financial statement.



<PAGE>   6


                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN


                 STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS

                                DECEMBER 31, 1997



<TABLE>
<CAPTION>
                                                        Fund A           Fund B         Fund C           Fund I
                                                      -----------     -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>             <C>        
ASSETS:
    Investments, at fair value-
      Money market funds - short-term                 $   112,923     $    14,494     $     1,575     $ 2,698,144
      Common stocks:
        Noble Affiliates, Inc.                                 --              --              --              -- 
        Mutual funds                                           --       8,944,558       1,598,052              -- 
      U.S. Government securities                          162,141              --              --              -- 
      Corporate bonds                                   2,106,878              --              --              -- 
      Loans to participants                                    --              --              --              -- 
                                                      -----------     -----------     -----------     -----------

             Total investments                          2,381,942       8,959,052       1,599,627       2,698,144
                                                      -----------     -----------     -----------     -----------

    Receivables-
      Participants' contributions                          13,533          77,763          10,625          12,382
      Employer contributions                                6,940          27,456           6,602           8,427
      Interest and dividends                               57,370              54              70          11,729
                                                      -----------     -----------     -----------     -----------

             Total receivables                             77,843         105,273          17,297          32,538
                                                      -----------     -----------     -----------     -----------

             Total assets                               2,459,785       9,064,325       1,616,924       2,730,682

LIABILITIES:
    Due to broker for securities                               --           2,555             428              -- 
                                                      -----------     -----------     -----------     -----------
purchased

NET ASSETS AVAILABLE FOR BENEFITS                     $ 2,459,785     $ 9,061,770     $ 1,616,496     $ 2,730,682
                                                      ===========     ===========     ===========     ===========
</TABLE>




<TABLE>
<CAPTION>
                                                        Fund M          Fund N          Fund L          Fund V           Total
                                                      -----------     -----------     -----------     -----------     -----------
<S>                                                   <C>             <C>             <C>             <C>             <C>        
ASSETS:
    Investments, at fair value-
      Money market funds - short-term                 $    16,752     $   122,767     $        --     $     6,524     $ 2,973,179
      Common stocks:
        Noble Affiliates, Inc.                                 --       9,769,502              --              --       9,769,502
        Mutual funds                                    6,794,957              --              --       2,403,248      19,740,815
      U.S. Government securities                               --              --              --              --         162,141
      Corporate bonds                                          --              --              --              --       2,106,878
      Loans to participants                                    --              --       1,838,488              --       1,838,488
                                                      -----------     -----------     -----------     -----------     -----------

             Total investments                          6,811,709       9,892,269       1,838,488       2,409,772      36,591,003
                                                      -----------     -----------     -----------     -----------     -----------

    Receivables-
      Participants' contributions                          90,363          41,431              --          16,605         262,702
      Employer contributions                               26,268          31,429              --           7,807         114,929
      Interest and dividends                                   16             226          58,306               8         127,779
                                                      -----------     -----------     -----------     -----------     -----------

             Total receivables                            116,647          73,086          58,306          24,420         505,410
                                                      -----------     -----------     -----------     -----------     -----------

             Total assets                               6,928,356       9,965,355       1,896,794       2,434,192      37,096,413

LIABILITIES:
    Due to broker for securities                            1,992         798,528              --             625         804,128
                                                      -----------     -----------     -----------     -----------     -----------
purchased

NET ASSETS AVAILABLE FOR BENEFITS                     $ 6,926,364     $ 9,166,827     $ 1,896,794     $ 2,433,567     $36,292,285
                                                      ===========     ===========     ===========     ===========     ===========
</TABLE>



    The accompanying notes are an integral part of this financial statement.



<PAGE>   7


                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

            STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                      FOR THE YEAR ENDED DECEMBER 31, 1998


<TABLE>
<CAPTION>
                                                 Fund A           Fund B            Fund C            Fund I   
                                              ------------     ------------      ------------      ------------
<S>                                           <C>              <C>               <C>               <C>
ADDITIONS TO NET ASSETS                       
   ATTRIBUTED TO:                             
    Investment income-
      Net appreciation (depreciation) in
        fair value of investments
                                              $     37,609     $    632,968      $    499,734      $         -- 
      Interest                                     181,466            3,122             1,692           164,748
      Dividends:
        Noble Affiliates, Inc. common stock             --               --                --                -- 
        Mutual funds                                    --          701,622                --                -- 
                                              ------------     ------------      ------------      ------------

                                                   219,075        1,337,712           501,426           164,748

    Less- Investment expenses                        6,591               --                --                -- 
                                              ------------     ------------      ------------      ------------

             Net investment income                 212,484        1,337,712           501,426           164,748
                                              ------------     ------------      ------------      ------------

    Contributions:
      Employer                                      98,684          487,104           127,593           116,252
      Participants                                 211,395          758,933           189,958           173,753
                                              ------------     ------------      ------------      ------------

             Total contributions                   310,079        1,246,037           317,551           290,005
                                              ------------     ------------      ------------      ------------

             Total additions                       522,563        2,583,749           818,977           454,753
                                              ------------     ------------      ------------      ------------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
    Benefits paid to participants                  109,531          334,152            37,583           417,306
    Administrative expenses                          3,670           13,333             2,308             4,211
                                              ------------     ------------      ------------      ------------

             Total deductions                      113,201          347,485            39,891           421,517
                                              ------------     ------------      ------------      ------------

NET TRANSFERS BETWEEN FUNDS                        219,136         (383,875)          (31,351)        1,408,728
                                              ------------     ------------      ------------      ------------

NET INCREASE (DECREASE)                            628,498        1,852,389           747,735         1,441,964
                                              ------------     ------------      ------------      ------------

NET ASSETS AVAILABLE FOR BENEFITS,
  beginning of year                              2,459,785        9,061,770         1,616,496         2,730,682
                                              ------------     ------------      ------------      ------------

NET ASSETS AVAILABLE FOR BENEFITS, end
    of year                                   $  3,088,283     $ 10,914,159      $  2,364,231      $  4,172,646
                                              ============     ============      ============      ============
</TABLE>




<TABLE>
<CAPTION>
                                                 Fund M            Fund N            Fund L            Fund V           Total
                                              ------------      ------------      ------------      ------------     ------------
<S>                                           <C>               <C>               <C>               <C>              <C>
ADDITIONS TO NET ASSETS
   ATTRIBUTED TO:
    Investment income-
      Net appreciation (depreciation) in
        fair value of investments
                                              $    341,148      $ (1,968,630)     $         --      $    766,770     $    309,599
      Interest                                       1,617             2,804           158,763             2,203          516,415
      Dividends:
        Noble Affiliates, Inc. common stock             --            41,168                --                --           41,168
        Mutual funds                               751,910                --                --            61,546        1,515,078
                                              ------------      ------------      ------------      ------------     ------------

                                                 1,094,675        (1,924,658)          158,763           830,519        2,382,260

    Less- Investment expenses                           --                --                --                --            6,591
                                              ------------      ------------      ------------      ------------     ------------

             Net investment income               1,094,675        (1,924,658)          158,763           830,519        2,375,669
                                              ------------      ------------      ------------      ------------     ------------

    Contributions:
      Employer                                     419,409           560,054                --           168,728        1,977,824
      Participants                                 749,413           658,879                --           394,155        3,136,486
                                              ------------      ------------      ------------      ------------     ------------

             Total contributions                 1,168,822         1,218,933                --           562,883        5,114,310
                                              ------------      ------------      ------------      ------------     ------------

             Total additions                     2,263,497          (705,725)          158,763         1,393,402        7,489,979
                                              ------------      ------------      ------------      ------------     ------------

DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
    Benefits paid to participants                  351,142           334,581            27,937           157,184        1,769,416
    Administrative expenses                          9,393            19,872                --             4,598           57,385
                                              ------------      ------------      ------------      ------------     ------------

             Total deductions                      360,535           354,453            27,937           161,782        1,826,801
                                              ------------      ------------      ------------      ------------     ------------

NET TRANSFERS BETWEEN FUNDS                       (667,589)       (1,271,250)         (118,871)          845,072               --
                                              ------------      ------------      ------------      ------------     ------------

NET INCREASE (DECREASE)                          1,235,373        (2,331,428)           11,955         2,076,692        5,663,178
                                              ------------      ------------      ------------      ------------     ------------

NET ASSETS AVAILABLE FOR BENEFITS,
  beginning of year                              6,926,364         9,166,827         1,896,794         2,433,567       36,292,285
                                              ------------      ------------      ------------      ------------     ------------

NET ASSETS AVAILABLE FOR BENEFITS, end
    of year                                   $  8,161,737      $  6,835,399      $  1,908,749      $  4,510,259     $ 41,955,463
                                              ============      ============      ============      ============     ============
</TABLE>



    The accompanying notes are an integral part of this financial statement.



<PAGE>   8


                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN



                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 1998 AND 1997



1. DESCRIPTION OF THE PLAN:

The Noble Affiliates Thrift and Profit Sharing Plan (the "Plan"), as amended, is
a defined contribution plan covering certain employees who have completed
specified terms of service with Noble Affiliates, Inc., and its wholly owned
subsidiary Samedan Oil Corporation and other wholly owned subsidiaries
(collectively referred to as the "Company"). The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as
amended.

The following description of the Plan provides only general information.
Participants should refer to the Plan agreement for a complete description of
the Plan's provisions.

Employees are eligible to participate in the Plan on the first day of any
calendar month following employment. Participants may contribute up to 15% (10%
prior to January 1, 1998) of their basic compensation. The employer matching
contribution percentage is 100% of the participant's contribution (70% through
the first 10 years of service prior to January 1, 1998), up to 6% of the
participant's basic compensation, and is funded on a monthly basis. However,
discretionary contributions may be made to the Plan at the discretion of the
president of the Company.

The Plan is to continue indefinitely; however, the right to terminate
participation in the Plan is reserved unto each participating company. Upon
notice of termination or permanent suspension of contributions with respect to
all or any one of the participating companies, the accounts of all participants
affected thereby shall become fully vested, and the balances in their accounts
shall be distributed in accordance with the provisions of the Plan, as
determined by the Noble Affiliates, Inc. Employee Benefits Committee (the
"Committee").

The Plan is exempt from Federal income taxes under Sections 401 and 501(a) of
the Internal Revenue Code and has received a favorable determination letter from
the IRS dated June 12, 1995. Effective November 1, 1996, the Plan was amended to
allow former Energy Development Corporation ("EDC") employees retained by the
Company to include prior service with EDC as consideration as part of the
service requirement with the Company. The Plan was also amended effective
September 1, 1996, to change the length of service requirement from 15 years to
10 years of service for dollar for dollar matching contributions. Management of
Noble Affiliates, Inc. is of the opinion that the Plan meets IRS requirements,
and, therefore, continues to be tax-exempt.




<PAGE>   9


                                      -2-


The Plan incorporates the following provisions: (1) the employer matching
percentage is 100% of a participant's contribution up to 6% of the participant's
compensation, (prior to January 1, 1998, the employer contributed 70% of a
participant's contributions up to 6% of the participant's compensation through
the first 10 years of service and 100% of a participant's contributions up to 6%
of the participant's compensation thereafter), (2) participants fully vest after
five years of service, (3) participants may borrow from the Plan, as discussed
below, (4) overtime is included in the participant's basic compensation, and (5)
the Plan provides a definition of early retirement.

Participating employees have an option as to the manner in which their
contributions may be invested. Participants can change their contribution
elections up to four times per year. Prior to January 1, 1998, participants
could change their contribution elections up to two times per year. Separate
funds are maintained and participants may direct their investments as follows:


<TABLE>
<CAPTION>
                                                                                            Contributions
                                                                                                May be
Fund                                           Investments                                     Invested
----                                           -----------                                  -------------
<S>                <C>                                                                    <C>
Fund A             U.S. Government Securities, highly rated corporate bonds and
                   preferred stocks, commercial paper and cash deposits                   Increments of 10%

Fund B             Readily marketable common stocks or other readily marketable
                   securities                                                             Increments of 10%

Fund C             Mutual funds investing in small capitalization stocks                  Increments of 10%

Fund I             Short-term U.S. Government Securities, certificates of deposit, or
                   high grade commercial paper or funds investing solely in such items
                                                                                          Increments of 10%

Fund M, V          Mutual funds investing in high yield common stocks and preferred
                   stocks and bonds                                                       Increments of 10%

Fund N             Noble Affiliates, Inc. common stock                                    Increments of 10%
</TABLE>


A participant may borrow from the Plan up to the lesser of $50,000 or one-half
of the participant's vested interest. Participant loans are accounted for in
investment Fund L. Interest is charged at the current prime rate and loans are
required to be repaid within five years through payroll deductions. Repayments
of principal and interest are credited to the borrowing participant's account.

Employer contributions are invested as designated by the participants in the
individual funds.

The Plan is administered by the Committee. Investment decisions of each fund are
recommended by a professional investment advisory firm appointed by the
Committee.

2. SIGNIFICANT ACCOUNTING POLICIES:

The accompanying financial statements are prepared on the accrual basis of
accounting in conformity with generally accepted accounting principles.



<PAGE>   10


                                      -3-


Investments

Investments traded on national securities exchanges are valued at closing prices
on the last business day of the year.

Under the terms of the Plan, the Trustee, BancTrust, on behalf of the trust
fund, is allowed to acquire, hold and dispose of the common stock of Noble
Affiliates, Inc.

At December 31, 1998 and 1997, the Plan held the following investments which
separately represented more than 5% of the Plan's net assets:


<TABLE>
<CAPTION>
     Investment                                                  Shares         Fair Value
     ----------                                                  ------         ----------
     1998
     ----
<S>                                                              <C>          <C>         
       Brinson U.S. Equity Fund                                   186,964      $  3,651,407
       Luther King Capital Management Equity Portfolio Fund       232,115         3,340,135
       Vanguard Windsor II Fund                                   120,821         3,606,507
       Fidelity Puritan Fund                                      395,535         7,930,477
       Noble Affiliates, Inc. common stock                        300,830         7,407,939
       Vanguard Index Trust 500 Index Fund                         37,044         4,221,164
       BlackRock Small Capital Growth Equity Portfolio             99,163         2,179,603

     1997
     ---- 
       Brinson U.S. Equity Fund                                   172,065      $  3,024,903
       Luther King Capital Management Equity Portfolio Fund       219,074         2,887,395
       Vanguard Windsor II Fund                                   105,949         3,032,260
       Fidelity Puritan Fund                                      350,617         6,794,957
       Noble Affiliates, Inc. common stock                        277,149         9,769,502
       Vanguard Index Trust 500 Index Fund                         26,682         2,403,248
</TABLE>



Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Expenses of the Plan

Some expenses incurred in the administration of the Plan, including expenses and
fees of the Trustee, are charged to and paid by the Plan.

Forfeitures

Under the provisions of the Plan, as of the end of the Plan year, all amounts
forfeited as of the end of that year may be applied to reduce subsequently
required employer contributions. Forfeitures amounted to $36,845 and $28,785 in
1998 and 1997, respectively, and reduced the otherwise required participating
employer contributions.



<PAGE>   11


                                      -4-


3. NET APPRECIATION (DEPRECIATION) IN FAIR VALUE:

During 1998, the Plan's investments (including investments bought, sold and held
during the year) appreciated in value by $309,599 as follows:


<TABLE>
<CAPTION>
                                                                                              Net Appreciation
                                                               Realized         Unrealized      (Depreciation)
                                                             -----------       ------------   ----------------- 
<S>                                                          <C>               <C>              <C>         
Fair value as determined by quoted market price-
      U.S. Government Securities                             $    (8,671)      $     10,524     $      1,853
      Corporate bonds                                              2,490             33,265           35,755
      Noble Affiliates, Inc. common stock                        150,672         (2,119,302)      (1,968,630)
      Mutual funds                                               235,524          2,005,097        2,240,621
                                                             -----------       ------------     ------------

                                                             $   380,015       $    (70,416)    $    309,599
                                                             ===========       ============     ============
</TABLE>



Realized gains are calculated using fair values at December 31, 1997, or cost,
if acquired during 1998.

4. PAYABLES TO PLAN PARTICIPANTS:

Amounts requested by and due to participants whose employment has been
terminated prior to year-end included in net assets available for benefits in
the accompanying statements of net assets available for benefits were $30,510
and $212,208 at December 31, 1998 and 1997, respectively.




<PAGE>   12


 
                                                                     Schedule I
                                                                     Page 1 of 2

                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

           LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                DECEMBER 31, 1998


<TABLE>
<CAPTION>
             Identity of Issuer, Borrower                                                                   Fair
 (a)*    (b)   Lessor or Similar Party         (c)  Description of Investment            (d) Cost       (e) Value
------  -------------------------------------  -------------------------------         -------------   ------------
<S>     <C>                                   <C>                                      <C>             <C>
        Money Market Funds:
            Goldman Sach's Institutional
              Liquid Assets Fund - Federal
              Portfolio                        Money Market Fund - Short-term
                                                                                        $    852,959   $    852,959
            Vanguard Funds                     Vanguard Prime Portfolio Fund -
                                               Short-term                                  4,094,956      4,094,956
                                                                                        ------------   ------------

                                                                                        $  4,947,915   $  4,947,915
                                                                                        ============   ============

                                               Interest    Maturity     Principal
                                                 Rate %      Date         Amount
                                               --------    --------     ----------
        United States Government Securities:
            United States Treasury Note          6.375%     8-15-02     $     75,000    $     77,455   $     79,102
            United States Treasury Note          7.250%     8-15-04          100,000         103,328        112,469
            United States Treasury Note          6.500%     8-15-05          200,000         215,250        219,750
                                                                        ------------    ------------   ------------

                                                                        $    375,000    $    396,033   $    411,321
                                                                        ============    ============   ============
        Corporate Bonds:
            Airtouch                             7.000%    10-01-03     $    150,000    $    151,124   $    158,706
            American General Finance             7.250%     4-15-00          150,000         151,209        153,144
            AMOCO Argentina Oil                  6.750%     2-01-07           75,000          76,665         81,753
            Block Financial Corporation          6.750%    11-01-04           50,000          50,817         52,451
            Dexter Corporation                   9.250%    12-15-16            2,000           2,033          2,087
            Electronic Data Systems              7.125%     5-15-05           75,000          77,000         81,560
            First Chicago Corporation            6.875%     6-15-03           75,000          73,669         78,571
            GTE Hawaiian Telephone               7.375%     9-01-06           75,000          78,244         82,684
            International Business Machines      6.450%     8-01-07           75,000          74,294         80,702
            Interstate Power                     8.625%     9-15-21           75,000          77,813         79,995
            Kentucky Utilities Company           8.550%     5-15-27          150,000         166,820        168,597
            Kraft Inc.                           8.500%     2-15-17           83,000          86,527         85,632
            Old Dominion Electricity Company     7.480%    12-01-13           50,000          53,466         56,192
            Oracle Corporation                   6.720%     2-15-04           75,000          76,454         77,091
            Phillip Morris Companies             8.375%     1-15-07           51,000          52,502         55,293
            Prologis Trust                       7.050%     7-15-06           75,000          74,839         74,723
            Sears Roebuck                        6.950%     5-15-02          100,000         102,613        103,766
            State Street Boston                  5.950%     9-15-03          100,000          94,186         99,002
            Susa Partnership                     7.125%    11-01-03          150,000         149,582        148,314
            Tandy Corporation                    6.950%     9-01-07          100,000         103,573        105,613
            Thomas and Betts Corporation         6.500%     1-15-06           50,000          50,232         50,945
            Toys `R' Us                          8.250%     2-01-17           25,000          26,187         25,928
            Tyco International Group SA          6.375%     6-15-05          100,000         100,686        102,188
            Union Pacific Corporation            8.500%     1-15-17          127,000         130,810        132,232
            West Penn Power Company              8.875%     2-01-21           75,000          78,952         78,813
            Wisconsin Power and Light            8.600%     3-15-27          150,000         166,200        169,523
                                                                        ------------    ------------   ------------

                                                                        $  2,263,000    $  2,326,497   $  2,385,505
                                                                        ============    ============   ============
</TABLE>




<PAGE>   13

                                                                      Schedule I
                                                                     Page 2 of 2



                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN

           LINE 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

                                DECEMBER 31, 1998

<TABLE>
<CAPTION>
               Identity of Issuer, Borrower                                                                  Fair
 (a)*    (b)     Lessor or Similar Party        (c)  Description of Investment            (d) Cost       (e) Value
------  -------------------------------------  -------------------------------          ------------   ------------
<S>     <C>                                   <C>                                      <C>             <C>
                                                                        Number of
                                                                          Shares
                                                                        ---------
        Mutual Funds:
            Brinson Funds                      Brinson U.S. Equity
                                                  Fund                       186,964    $  3,410,253   $  3,651,407
            Luther King Capital                LKCM Equity
               Management                         Portfolio Fund             232,115       3,190,032      3,340,135
            Vanguard Funds                     Vanguard Windsor II
                                                  Fund                       120,821       3,604,900      3,606,507
            BlackRock Institutional            BlackRock Small
                Funds                             Capital Growth
                                                  Equity Portfolio            99,163       1,967,876      2,179,603
            Fidelity Investments               Fidelity Puritan Fund         395,535       7,033,263      7,930,477
            Vanguard Index Funds               Vanguard Index  Trust
                                                 500 Index Fund               37,044       3,504,341      4,221,164
                                                                                        ------------   ------------

                                                                                        $ 22,710,665   $ 24,929,293
                                                                                        ============   ============
         Common Stock:
*           Noble Affiliates, Inc.                                           300,830    $  9,411,017   $  7,407,939
                                                                                        ============   ============

*       Participant loans                     Interest rates range from
                                                 6.0% - 9.0%                            $  1,849,006   $  1,849,006
                                                                                        ============   ============

                     Total assets held for investment purposes                          $ 41,641,133   $ 41,930,979
                                                                                        ============   ============
</TABLE>



*       Represents party-in-interest



<PAGE>   14


                                                                     Schedule II

                 NOBLE AFFILIATES THRIFT AND PROFIT SHARING PLAN


                 LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS

                      FOR THE YEAR ENDED DECEMBER 31, 1998



<TABLE>
<CAPTION>
                                                                                              Expense              
                                                                                            Incurred with          
                                                          Purchase     Selling     Lease        Trans-     Cost of 
(a) Identity of Party Involved (b) Description of Asset   (c) Price   (d) Price  (e) Rental  (f) action   (g) Asset
 ----------------------------- ------------------------  ------------ ---------- ---------- ------------- ---------
<S>                            <C>                       <C>          <C>         <C>       <C>            <C>
Purchases -

    Noble Affiliates, Inc.     Common Stock              $ 5,397,663  $       --   $  --    $    12,293   $      --
    Fidelity Investments       Fidelity Puritan Fund       1,791,986          --      --             --          --
    Vanguard Index Funds       Vanguard Index Trust 500
                                  Index Fund               2,540,700          --      --             --          --

    Money Market Funds:
      Exchange National Bank   Money Market Fund          10,896,379          --      --             --          --
      Goldman Sach's
       Institutional Liquid
       Asset Fund - Federal
       Portfolio               Money Market Fund           2,190,781          --      --             --          --
      Vanguard Funds           Vanguard Market Reserves
                                  Prime Money Market Fund  2,647,954          --      --             --          --

Sales -

    Noble Affiliates, Inc.     Common Stock                       --   6,075,576      --             --   5,622,370
    Fidelity Investments       Fidelity Puritan Fund              --   1,613,538      --             --   1,406,017
    Vanguard Index Funds       Vanguard Index Trust 500
                                  Index Fund                      --   1,551,100      --             --   1,394,958
    Money Market Funds:
      Exchange National Bank   Money Market Fund                  --  11,146,135      --             --          --
      Goldman Sach's
       Institutional Liquid
       Asset Fund - Federal
       Portfolio               Money Market Fund                  --   1,410,532      --             --          --
      Vanguard Funds           Vanguard Market Reserves
                                  Prime Money Market Fund         --   1,541,400      --             --          --
</TABLE>




<TABLE>
<CAPTION>
                                                            
                                                             Current Value of                                
                                                                 Asset on                 
                                                               Transaction       Net Gain or                                  
(a) Identity of Party Involved (b) Description of Asset          (h) Date         (i) (Loss)       
 ----------------------------- ------------------------      ----------------   ----------
<S>                           <C>                            <C>                <C>
Purchases -                                                                                                  
                                                                                                             
    Noble Affiliates, Inc.     Common Stock                     $ 5,409,956       $    N/A                   
    Fidelity Investments       Fidelity Puritan Fund              1,791,986            N/A                   
    Vanguard Index Funds       Vanguard Index Trust 500                                                      
                                  Index Fund                      2,540,700            N/A                   
                                                                                                             
    Money Market Funds:                                                                                      
      Exchange National Bank   Money Market Fund                 10,896,379            N/A                   
      Goldman Sach's                                                                                         
       Institutional Liquid                                                                                  
       Asset Fund - Federal                                                                                  
       Portfolio               Money Market Fund                  2,190,781            N/A                   
      Vanguard Funds           Vanguard Market Reserves                                                      
                                  Prime Money Market Fund         2,647,954            N/A                   
                                                                                                             
Sales -                                                                                                      
                                                                                                             
    Noble Affiliates, Inc.     Common Stock                       6,075,576        453,206                   
    Fidelity Investments       Fidelity Puritan Fund              1,613,538        207,521                   
    Vanguard Index Funds       Vanguard Index Trust 500                                                      
                                  Index Fund                      1,551,100        156,142                   
    Money Market Funds:                                                                                      
      Exchange National Bank   Money Market Fund                 11,146,135             --                   
      Goldman Sach's                                                                                         
       Institutional Liquid                                                                                  
       Asset Fund - Federal                                                                                  
       Portfolio               Money Market Fund                  1,410,532             --                   
      Vanguard Funds           Vanguard Market Reserves                                                      
                                  Prime Money Market Fund         1,541,400             --                   
</TABLE>


                                                            

<PAGE>   15


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference of our report included in this Form 10-K/A, into the Company's
previously filed Registration Statements on Form S-3 (File No. 333-18929) and on
Form S-8 (File Nos. 333-39299, 2-64600, 2-81590, 33-32692, 2-66654 and
33-54084).



                                                             ARTHUR ANDERSEN LLP




Oklahoma City, Oklahoma
June 29, 1999