<PAGE>

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

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

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

                                  FORM 10-Q



              /X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                      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 
           Ardmore, Oklahoma                              73401
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)

                                       
                                 (580) 223-4110
              (Registrant's telephone number, including area code)

         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 
                                   ---      ---

 Number of shares of common stock outstanding as of August 3, 1999: 56,989,548



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


<PAGE>
                                       

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS
                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEET
                             (Dollars in thousands)


<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                             June 30,       December 31,
                                                                              1999              1998
                                                                           -----------      -----------
<S>                                                                        <C>              <C>
ASSETS
Current Assets:
   Cash and short-term cash investments..............................      $    79,547      $    19,100
   Accounts receivable-trade.........................................           95,204          106,513
   Materials and supplies inventories................................            2,482            3,006
   Other current assets..............................................           28,691           59,670
                                                                           -----------      -----------

   Total Current Assets..............................................          205,924          188,289
                                                                           -----------      -----------

Property, Plant and Equipment........................................        2,897,244        2,915,917
   Less: accumulated depreciation,
           depletion and amortization................................       (1,564,907)      (1,486,250)
                                                                           -----------      -----------

                                                                             1,332,337        1,429,667
                                                                           -----------      -----------


Investment in Unconsolidated Subsidiary..............................           49,385           25,061

Other Assets.........................................................           42,909           43,063
                                                                           -----------      -----------

   Total Assets......................................................      $ 1,630,555      $ 1,686,080
                                                                           ===========      ===========

LIABILITIES AND SHAREHOLDERS' EQUITY 
Current Liabilities:
   Accounts payable-trade............................................      $    83,599      $   108,538
   Other current liabilities.........................................           28,690           28,815
   Income taxes-current..............................................              250            1,813
                                                                           -----------      -----------

   Total Current Liabilities.........................................          112,539          139,166
                                                                           -----------      -----------

Deferred Income Taxes................................................          106,868          106,823
                                                                           -----------      -----------

Other Deferred Credits and Noncurrent Liabilities....................           53,024           52,868
                                                                           -----------      -----------

Long-term Debt.......................................................          720,231          745,143
                                                                           -----------      -----------

Shareholders' Equity:
   Common stock......................................................          195,040          195,018
   Capital in excess of par value....................................          360,080          360,008
   Retained earnings.................................................           98,191          102,472
                                                                           -----------      -----------

                                                                               653,311          657,498
Less common stock in treasury
   (at cost, 1,524,900 shares).......................................          (15,418)         (15,418)
                                                                           -----------      -----------

   Total Shareholders' Equity........................................          637,893          642,080
                                                                           -----------      -----------

   Total Liabilities and Shareholders' Equity........................      $ 1,630,555      $ 1,686,080
                                                                           ===========      ===========
</TABLE>


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       2


<PAGE>
                                       
                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                (Dollars in Thousands, Except Per Share Amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              Six Months Ended June 30,
                                                                              -------------------------
                                                                                 1999            1998
                                                                              ----------      ---------
<S>                                                                           <C>             <C>
REVENUES:
    Oil and gas sales and royalties......................................     $ 238,203       $ 328,221
    Gathering, marketing and processing..................................       153,906         149,786
    Other income.........................................................         4,393          17,532
                                                                              ----------      ---------

                                                                                396,502         495,539
                                                                              ----------      ---------


COSTS AND EXPENSES:
    Oil and gas operations...............................................        61,111          75,737
    Oil and gas exploration..............................................        17,202          40,742
    Gathering, marketing and processing..................................       144,972         144,493
    Depreciation, depletion and amortization.............................       126,682         145,212
    Selling, general and administrative..................................        23,015          25,850
    Interest.............................................................        25,723          24,452
    Interest capitalized.................................................        (2,693)         (3,112)
                                                                              ----------      ---------

                                                                                396,012         453,374
                                                                              ----------      ---------

INCOME BEFORE TAXES......................................................           490          42,165

INCOME TAX PROVISION.....................................................           212 (1)      16,312 (1)
                                                                              ----------      ---------

NET INCOME...............................................................     $     278       $  25,853
                                                                              ==========      =========

BASIC EARNINGS PER SHARE.................................................     $     .00 (2)   $     .45 (2)
                                                                              ==========      =========

DILUTED EARNINGS PER SHARE...............................................     $     .00 (2)   $     .45 (2)
                                                                              ==========      =========
</TABLE>


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       3

<PAGE>
                                       
                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
                (Dollars in Thousands, Except Per Share Amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                              Three Months Ended June 30,
                                                                              -------------------------
                                                                                 1999           1998
                                                                              ---------       ---------
<S>                                                                           <C>             <C>
REVENUES:
    Oil and gas sales and royalties......................................     $ 125,970       $ 161,284
    Gathering, marketing and processing..................................        90,273          70,188
    Other income.........................................................         2,347          15,929
                                                                              ---------       ---------

                                                                                218,590         247,401
                                                                              ---------       ---------


COSTS AND EXPENSES:
    Oil and gas operations...............................................        29,759          36,047
    Oil and gas exploration..............................................         6,962          24,127
    Gathering, marketing and processing..................................        86,469          68,199
    Depreciation, depletion and amortization.............................        60,133          74,900
    Selling, general and administrative..................................        11,624          12,789
    Interest.............................................................        12,688          12,922
    Interest capitalized.................................................        (1,570)         (1,562)
                                                                              ---------       ---------

                                                                                206,065         227,422
                                                                              ---------       ---------

INCOME BEFORE TAXES......................................................        12,525          19,979

INCOME TAX PROVISION.....................................................         3,346 (1)       7,844 (1)
                                                                              ---------       ---------

NET INCOME..............................................................      $   9,179       $  12,135
                                                                              =========       =========

BASIC EARNINGS PER SHARE................................................      $     .16 (2)   $     .21 (2)
                                                                              =========       =========

DILUTED EARNINGS PER SHARE..............................................      $     .16 (2)   $     .21 (2)
                                                                              =========       =========
</TABLE>


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       4


<PAGE>
                                       
                     NOBLE AFFILIATES, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                             (Dollars in Thousands)
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                               Six Months Ended June 30,
                                                                              --------------------------
                                                                                 1999            1998
                                                                              ---------       ----------
<S>                                                                           <C>             <C>
Cash Flows from Operating Activities:
   Net income............................................................     $     278       $   25,853
   Adjustments to reconcile net income to net cash
     provided by operating activities:
     Depreciation, depletion and amortization............................       126,682          144,991
     Amortization of undeveloped lease costs, net........................         3,105            1,233
     Increase (decrease) in other deferred credits.......................           201           (2,780)
     (Increase) decrease in other assets and other noncash items, net....         1,139           15,661
   Changes in working capital, not including cash:
     (Increase) decrease in accounts receivable..........................        11,309           13,737
     (Increase) decrease in other current assets and inventories.........        31,565            7,570
     Increase (decrease) in accounts payable.............................       (24,939)          17,039
     Increase (decrease) in other current liabilities....................        (1,689)           1,678
                                                                              ---------       ----------

Net Cash Provided by Operating Activities................................       147,651          224,982
                                                                              ---------       ----------

Cash Flows From Investing Activities:
   Capital expenditures..................................................       (35,344)        (315,702)
   Investment in unconsolidated subsidiary...............................       (24,324)
   Proceeds from sale of property, plant and equipment...................         1,928            2,114
                                                                              ---------       ----------

Net Cash Used in Investing Activities ...................................       (57,740)        (313,588)
                                                                              ---------       ----------

Cash Flows From Financing Activities:
    Exercise of stock options............................................            94            1,884
    Cash dividends.......................................................        (4,558)          (4,555)
    Repayment of bank debt...............................................       (25,000)
    Proceeds from bank borrowings........................................                         75,000
                                                                              ---------       ----------

Net Cash Provided by (Used in) Financing Activities .....................       (29,464)          72,329
                                                                              ---------       ----------

Increase (Decrease) in Cash and Short-term Cash Investments..............        60,447          (16,277)
                                                                              ---------       ----------

Cash and Short-term Cash Investments at Beginning of Period..............        19,100           55,075
                                                                              ---------       ----------

Cash and Short-term Cash Investments at End of Period....................     $  79,547       $   38,798
                                                                              =========       ==========


Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:
   Interest (net of amount capitalized)..................................     $  18,664       $   22,193
   Income taxes .........................................................     $   2,000       $    4,276
</TABLE>


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       5

<PAGE>


              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (Unaudited)

       In the opinion of Noble Affiliates, Inc. (the "Company"), the 
accompanying unaudited consolidated condensed financial statements contain 
all adjustments, consisting only of necessary and normal recurring 
adjustments, necessary to present fairly the Company's financial position as 
of June 30, 1999 and December 31, 1998, and the results of operations for the 
three month and six month periods ended June 30, 1999 and 1998, respectively 
and the cash flows for the six month periods ended June 30, 1999 and 1998. 
These consolidated condensed financial statements should be read in 
conjunction with the consolidated financial statements and the notes thereto 
included in the Company's annual report on Form 10-K for the year ended 
December 31, 1998.

(1)  INCOME TAX PROVISION

       For the six months ended June 30:

<TABLE>
<CAPTION>
                                                                                           (In thousands)
                                                                                -----------------------------------
                                                                                   1999                      1998
                                                                                ----------                ---------
       <S>                                                                      <C>                       <C>
       Current...........................................................       $ (9,354)                 $  5,297
       Deferred..........................................................          9,566                    11,015
                                                                                ----------                ---------
                                                                                $    212                  $ 16,312
                                                                                ==========                =========
       For the three months ended June 30:
<CAPTION>
                                                                                           (In thousands)
                                                                                -----------------------------------
                                                                                   1999                      1998
                                                                                ----------                ---------
       <S>                                                                      <C>                       <C>
       Current...........................................................       $ (1,885)                 $  1,492
       Deferred..........................................................          5,231                     6,352
                                                                                ----------                ---------
                                                                                $  3,346                  $  7,844
                                                                                ==========                =========
</TABLE>


(2)  BASIC EARNINGS PER SHARE AND DILUTED EARNINGS PER SHARE

       Basic income per share of common stock has been computed on the basis 
of the weighted average number of shares outstanding during each period. The 
diluted net income per share of common stock includes the effect of 
outstanding stock options.

       The following tables summarize the calculation of basic earnings per 
share ("EPS") and the diluted EPS components required by Statement of 
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share."

For the quarter ending June 30:

<TABLE>
<CAPTION>
                                                                      1999                         1998            
                                                          ---------------------------  ----------------------------
                                                                INCOME         SHARES        INCOME          SHARES
(IN THOUSANDS, EXCEPT PER SHARE)                           (NUMERATOR)  (DENOMINATOR)   (NUMERATOR)   (DENOMINATOR)
-------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>             <C>           <C>          
Net income/shares                                               $9,179         57,168       $12,135          56,958
-------------------------------------------------------------------------------------------------------------------
BASIC EPS                                                              $.16                           $.21

Net income/shares                                               $9,179         57,168       $12,135          56,958
Effect of Dilutive Securities
-----------------------------
   Stock options                                                                  295                           613
Adjusted net income/shares                                      $9,179         57,463       $12,135          57,571
-------------------------------------------------------------------------------------------------------------------
DILUTED EPS                                                            $.16                           $.21
-------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       6

<PAGE>

For the six months ending June 30:

<TABLE>
<CAPTION>
                                                                      1999                         1998            
                                                          ---------------------------  ----------------------------
                                                                INCOME         SHARES        INCOME          SHARES
(IN THOUSANDS, EXCEPT PER SHARE)                           (NUMERATOR)  (DENOMINATOR)   (NUMERATOR)   (DENOMINATOR)
-------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>          <C>             <C>           <C>          
Net income/shares                                                 $278         56,982       $25,853          56,936
-------------------------------------------------------------------------------------------------------------------
BASIC EPS                                                              $.00                           $.45

Net income/shares                                                 $278         56,982       $25,853          56,936
Effect of Dilutive Securities
-----------------------------
   Stock options                                                                  339                           520
Adjusted net income/shares                                        $278         57,321       $25,853          57,456
-------------------------------------------------------------------------------------------------------------------
DILUTED EPS                                                            $.00                           $.45
-------------------------------------------------------------------------------------------------------------------
</TABLE>


(3)  MINERALS MANAGEMENT SERVICE CLAIMS

       Samedan Oil Corporation ("Samedan"), a wholly owned subsidiary of the 
Company, has from time to time settled various claims against parties which 
failed to fulfill their contractual obligation to Samedan to purchase gas at 
fixed prices greater than market or pursuant to take-or-pay provisions. The 
Company's policy, which is consistent with general industry practice, is that 
amounts received in such settlements ("settlement payments") do not represent 
payment for gas produced and, therefore, are not subject to royalty payments. 
Property owners, including governmental authorities and private parties, have 
in recent years asserted claims against Samedan and other oil and gas 
companies for royalties on settlement payments.

       Samedan participated, in a joint effort with other energy companies 
and the Independent Petroleum Association of America ("IPAA"), in a test case 
which challenged the determination by the U.S. Minerals Management Service 
("MMS") that royalties were payable to the government on certain settlement 
payments received by Samedan and the other plaintiffs (the "MMS Lawsuit"). 
The District Court for the District of Columbia (the "D.C. District Court") 
entered a judgment against Samedan in the amount of $20,000. In 1996, the 
Court of Appeals for the District of Columbia Circuit reversed the judgment 
against Samedan. In subsequent proceedings in the D.C. District Court 
consistent with the appellate court decision, on July 25, 1997, the court 
enjoined the MMS from taking action to collect from Samedan royalties on 
non-recoupable settlement payments (the "MMS Injunction"). The MMS had until 
April 14, 1998 to appeal the MMS Injunction and elected not to do so. Based 
upon the MMS Injunction, the Company in June 1998 recorded $13.7 million as 
other income which represented the amount of the reserve that the Company had 
established pending the outcome of the MMS Lawsuit.

       Samedan may be the subject of future legal actions by property owners 
claiming royalties on other settlement payments received by Samedan. There 
can be no assurance that Samedan will prevail in any such action. The Company 
is unable to estimate the possible amount of loss, if any, associated with 
this contingency.

(4)  TRADING AND HEDGING ACTIVITIES

       The Company, through its subsidiaries, from time to time, uses various 
hedging arrangements in connection with anticipated crude oil and natural gas 
sales of its production to minimize the impact of product price fluctuations. 
Such arrangements include fixed price hedges, costless collars, swaps, 
options and other contractual arrangements.

       Hedging gains and losses, as applicable, related to the Company's oil 
and gas production are recorded in oil and gas sales and royalties. The 
Company had no natural gas or crude oil hedging contracts related to its 
production for the three and six months ended June 30, 1999 and 1998.

       In addition to the hedging arrangements pertaining to the Company's 
production as described above, Noble Gas Marketing ("NGM"), a wholly owned 
subsidiary of the Company, employs various hedging arrangements in connection 
with its purchases and sales of third party production to lock in profits or 
limit exposure to gas price risk. Most of the purchases made by NGM are on an 
index basis; however, purchasers in the markets in which NGM sells often 
require fixed or NYMEX related pricing. NGM may use a hedge to convert the 
fixed or NYMEX sale to an index basis thereby determining the margin and 
minimizing the risk of price volatility.

       During the second quarter of 1999, NGM had hedging transactions with 
broker-dealers that represented approximately 476,000 MMBTU's of gas per day. 
Hedges for July 1999 through October 2000 range from 25,000 

                                       7


<PAGE>

MMBTU's to 536,000 MMBTU's of gas per day for future physical transactions, 
were not closed at June 30, 1999. During the second quarter of 1998, NGM had 
hedging transactions with broker-dealers that represented approximately 
653,000 MMBTU's of gas per day. For the six months ended June 30, 1999, NGM 
had hedging transactions that represented approximately 601,000 MMBTU's of 
gas per day, compared to 718,000 MMBTU's of gas per day for the same period 
in 1998.

       NGM records hedging gains or losses relating to fixed term sales as 
gathering, marketing and processing revenues in the periods in which the 
related contract is completed.

       In December 1998 the Emerging Issues Task Force ("EITF") released 
their consensus on EITF 98-10 "Accounting for Energy Trading and Risk 
Management Activities." This statement requires that contracts for the 
purchase and sale of energy commodities which are entered into for the 
purpose of speculating on market movements or otherwise generating gains from 
market price differences be recorded at their market value, as of the balance 
sheet date, with any corresponding gains or losses recorded as income from 
operations. The effect of adopting this statement was not material.

       The Financial Accounting Standards Board, ("FASB"), issued Statement 
of Financial Accounting Standards, ("SFAS") No. 133 "Accounting for 
Derivative Instruments and Hedging Activities" in June 1998. The Statement 
establishes accounting and reporting standards requiring that every 
derivative instrument (including certain derivative instruments embedded in 
other contracts) be recorded in the balance sheet as either an asset or 
liability measured at its fair value. The Statement requires that changes in 
the derivative's fair value be recognized currently in earnings unless 
specific hedge accounting criteria are met. Special accounting for qualifying 
hedges allows a derivative's gains and losses to offset related results on 
the hedged item in the income statement, and requires that a company formally 
document, designate and assess the effectiveness of transactions that receive 
hedge accounting.

       SFAS No. 133 is effective for fiscal years beginning after June 15, 
1999. A company may also implement the Statement as of the beginning of any 
fiscal quarter after the Statement's issuance (that is, fiscal quarters 
beginning June 16, 1998 and thereafter). SFAS No. 133 cannot be applied 
retroactively. SFAS No. 133 must be applied to (a) derivative instruments and 
(b) certain derivative instruments embedded in hybrid contracts that were 
issued, acquired, or substantively modified after December 31, 1997 (and, at 
the Company's election, before January 1, 1998). The Company plans to adopt 
this statement as of January 1, 2001 and estimates there will be no material 
financial impact as a result of adoption of SFAS No. 133.

(5)  METHANOL PLANT

       Samedan, through an unconsolidated subsidiary, Atlantic Methanol 
Production Company ("AMPCO"), is participating, with a 45 percent expense 
interest and a five percent carried interest for the Equatorial Guinea 
Government, in a joint venture with CMS Energy Corporation to construct a 
methanol plant on Bioko Island in Equatorial Guinea. The plant will use the 
gas from Samedan's 31 percent owned Alba field as feedstock. The plant is 
being designed to utilize approximately 115 MMCF of gas per day. The gas sold 
by Samedan to AMPCO will be priced at approximately $.25 per MMBTU.

       On January 29, 1998, AMPCO awarded a contract to Raytheon Engineers 
and Constructors to build the methanol plant. The turnkey plant construction 
cost is $322.5 million, which is a $9 million increase over the original 
contract due to job change orders, and is being designed to produce 2,500 
metric tons of methanol per day, which equates to approximately 20,000 BBLS 
per day. The construction contract stipulates that the first commercial 
production of methanol should be achieved by the first quarter of 2001. 
Current marketing plans are to enter into long-term contracts with methanol 
users in the United States and Europe.

       The Company is currently funding its share of the construction costs 
related to the methanol plant with cash flow from current operations and is 
evaluating alternative methods for funding the balance of its obligation 
related to the construction project.

(6) FINANCIAL INSTRUMENTS

       On June 17, 1999, the Company entered into a new $100 million 364 day 
credit agreement with certain commercial lending institutions. The agreement 
was made to help fund the Company's methanol plant construction project in 
Equatorial Guinea. There is no balance outstanding on this agreement which is 
based upon a Eurodollar rate plus 37.5 to 87.5 basis points depending upon 
the percentage of utilization.

                                       8


<PAGE>


 
     ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

       This report on Form 10-Q includes "forward-looking statements" within 
the meaning of Section 27A of the Securities Act of 1933, as amended, and 
Section 21E of the Securities Exchange Act of 1934, as amended. All 
statements other than statements of historical fact included in this Form 
10-Q, including, without limitation, statements contained under "Management's 
Discussion and Analysis of Financial Condition and Results of Operations" 
regarding the Company's financial position, business strategy, plans and 
objectives of management of the Company for future operations and industry 
conditions, are forward-looking statements. Although the Company believes 
that the expectations reflected in such forward-looking statements are 
reasonable, it can give no assurance that such expectations will prove to 
have been correct. Important factors that could cause actual results to 
differ materially from the Company's expectations ("Cautionary Statements") 
include without limitation future production levels, future prices and demand 
for oil and gas, results of future exploration and development activities, 
future operating and development costs, the effect of existing and future 
laws and governmental regulations (including those pertaining to the 
environment) and the political and economic climate of the United States and 
the foreign countries in which the Company operates from time to time, as 
discussed in this quarterly report on Form 10-Q and the other documents of 
the Company filed with the Securities and Exchange Commission (the 
"Commission"). All subsequent written and oral forward-looking statements 
attributable to the Company or persons acting on its behalf are expressly 
qualified in their entirety by the Cautionary Statements.

LIQUIDITY AND CAPITAL RESOURCES

       Net cash provided by operating activities decreased to $147.7 million 
in the six months ended June 30, 1999 from $225.0 million in the same period 
of 1998. Cash and short-term cash investments increased from $19.1 million at 
December 31, 1998 to $79.5 million at June 30, 1999. Such increases in cash 
are primarily the result of an increase in the oil and gas commodity prices 
during the second quarter 1999 as compared to the first quarter 1999.

       Long-term debt decreased $24.9 million from December 31, 1998 to 
$725.0 million at June 30, 1999. At year end 1998 the Company had $300 
million outstanding on its $300 million credit facility. During the second 
quarter of 1999, $25 million was repaid under this credit facility.

       On June 17, 1999, the Company entered into a new $100 million 364 day 
credit agreement with certain commercial lending institutions. The agreement 
was made to help fund the Company's methanol plant construction project in 
Equatorial Guinea. There is no balance outstanding on this agreement which is 
based upon a Eurodollar rate plus 37.5 to 87.5 basis points depending upon 
the percentage of utilization.

       The Company has expended approximately $59.7 million of its $234.3 
million 1999 capital budget through June 30, 1999. The Company expects to 
fund its remaining 1999 capital budget from cash flows from operations. The 
Company continues to evaluate possible strategic acquisitions and believes it 
is positioned to access external sources of funding should it be necessary or 
desirable in connection with an acquisition.

       Samedan, through an unconsolidated subsidiary, Atlantic Methanol 
Production Company ("AMPCO"), is participating, with a 45 percent expense 
interest and a five percent carried interest for the Equatorial Guinea 
Government, in a joint venture with CMS Energy Corporation to construct a 
methanol plant on Bioko Island in Equatorial Guinea. The plant will use the 
gas from Samedan's 31 percent owned Alba field as feedstock. The plant is 
being designed to utilize approximately 115 MMCF of gas per day. The gas will 
be priced at approximately $.25 per MMBTU.

       On January 29, 1998, AMPCO awarded a contract to Raytheon Engineers 
and Constructors to build the methanol plant. The turnkey plant construction 
cost is $322.5 million, which is a $9 million increase over the original 
contract due to job change orders, and is being designed to produce 2,500 
metric tons of methanol per day, which equates to approximately 20,000 BBLS 
per day. The construction contract stipulates that the first commercial 
production of methanol should be achieved by the first quarter of 2001. 
Current marketing plans are to enter into long-term contracts with methanol 
users in the United States and Europe.

                                       9


<PAGE>

       The Company is currently funding its share of the construction costs 
related to the methanol plant with cash flow from current operations and is 
evaluating alternative methods for funding the balance of its obligation 
related to the construction project.

       The Company's current ratio (current assets divided by current 
liabilities) was 1.83 at June 30, 1999 compared with 1.35 at December 31, 
1998.

       The Company follows an entitlements method of accounting for its gas 
imbalances. The Company's estimated gas imbalance receivables were $18.8 
million at June 30, 1999 and $19.1 million at December 31, 1998. Estimated 
gas imbalance liabilities were $14.4 million at June 30, 1999 and $14.8 
million at December 31, 1998. 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 over the life 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 settlement of gas imbalances will not have a 
material impact on its liquidity.

RESULTS OF OPERATIONS

       For the second quarter of 1999, the Company recorded net income of 
$9.2 million, or $.16 per share, compared to net income of $12.1 million, or 
$.21 per share, in the second quarter of 1998. During the first six months of 
1999, the Company recorded net income of $278 thousand, or less than one cent 
per share, compared to net income of $25.9 million, or $.45 per share, in the 
first six months of 1998.

       Gas sales for the Company, excluding third party sales by Noble Gas 
Marketing ("NGM"), a wholly owned subsidiary of the Company, decreased 29 
percent and 31 percent, respectively, for the three months and six months 
ended June 30, 1999, as compared with the same periods in 1998. The decrease 
in sales for the second quarter is primarily due to a seven percent decrease 
in the average gas price and a 23 percent decrease in average daily 
production, compared to the same quarter in 1998. For the six months ended 
June 30, 1999 average daily production decreased 18 percent coupled with a 15 
percent decrease in the average gas price, compared with the six months ended 
June 30, 1998.

       Oil sales for the Company, excluding third party sales by Noble 
Trading, Inc. ("NTI"), a wholly owned subsidiary of the Company, decreased 
one percent and 19 percent, respectively, for the three months and six months 
ended June 30, 1999, as compared with the same periods in 1998. The primary 
reasons for the decreased sales for the three months ended June 30, 1999 were 
a 20 percent decrease in average daily production, offset by a 23 percent 
increase in the average oil price. For the six months ended June 30, 1999, 
average daily production decreased 17 percent coupled with a three percent 
decrease in the average oil price.

       NGM markets most of the Company's natural gas as well as certain third 
party gas. NGM sells gas directly to end-users, gas marketers, industrial 
users, interstate and intrastate pipelines, and local distribution companies. 
NTI markets a portion of the Company's oil as well as certain third party 
oil. The Company records all NGM's and NTI's sales as gathering, marketing 
and processing revenues and expenses. All intercompany sales and expenses 
have been eliminated.

       For the second quarter of 1999, revenues and expenses from combined 
NGM and NTI third party sales totaled $90.3 million and $86.5 million, 
respectively, for a gross margin of $3.8 million. In comparison, combined NGM 
and NTI third party sales and expenses of $70.2 million and $68.2 million, 
respectively, resulted in a gross margin of $2.0 million for the second 
quarter of 1998. For the six months ended June 30, 1999, combined NGM and NTI 
revenues and expenses from third party sales totaled $153.9 million and 
$145.0 million, respectively, for a gross margin of $8.9 million. In 
comparison, combined NGM and NTI third party sales and expenses of $149.8 
million and $144.5 million, respectively, resulted in a gross margin of $5.3 
million for the same period in 1998.

       The Company, from time to time, uses various hedging arrangements in 
connection with anticipated crude oil and natural gas sales of its own 
production and third party production purchased and sold by NGM to minimize 
the impact of product price fluctuations. Such arrangements include fixed 
price hedges, costless collars and other contractual arrangements. Although 
these hedging arrangements expose the Company to credit risk, the Company 
monitors the creditworthiness of its counterparties, which generally are 
major institutions, and believes that losses from nonperformance are unlikely 
to occur.

       The Company had no natural gas or crude oil hedging contracts related 
to its production for the three and six months ended June 30, 1999 and 1998.

                                       10

<PAGE>

       In December 1998 the Emerging Issues Task Force ("EITF") released 
their consensus on EITF 98-10 "Accounting for Energy Trading and Risk 
Management Activities." This statement requires that contracts for the 
purchase and sale of energy commodities which are entered into for the 
purpose of speculating on market movements or otherwise generating gains from 
market price differences be recorded at their market value, as of the balance 
sheet date, with any corresponding gains or losses recorded as income from 
operations. The effect of adopting this statement was not material.

       The Company is exposed to market risk in the normal course of its 
business operations. Management believes that the Company is well positioned 
with its mix of oil and gas reserves to take advantage of future price 
increases that may occur. However, the uncertainty of oil and gas prices 
continues to impact the domestic oil and gas industry. Due to the volatility 
of oil and gas prices, the Company, from time to time, has used derivative 
hedging and may do so in the future as a means of controlling its exposure to 
price changes. The Company had no natural gas or crude oil hedging contracts 
related to its production for the three and six months ended June 30, 1999 
and 1998.

       NGM, from time to time, employs hedging arrangements in connection 
with its purchases and sales of production. While most of NGM's purchases are 
made for an index-based price, NGM's customers often require prices that are 
either fixed or related to NYMEX. In order to establish a fixed margin and 
mitigate the risk of price volatility, NGM may convert a fixed or NYMEX sale 
to an index-based sales price (such as by purchasing an index-based futures 
contract obligating NGM for delivery of production). Due to the size of such 
transactions and certain restraints imposed by contract and by Company 
guidelines, as of June 30, 1999 the Company had no material market risk 
exposure from NGM's hedging activity. During the second quarter of 1999, NGM 
had hedging transactions with broker-dealers that represented approximately 
476,000 MMBTU's of gas per day. Hedges for July 1999 through October 2000, 
which range from 25,000 MMBTU's to 536,000 MMBTU's of gas per day for future 
physical transactions, were not closed at June 30, 1999. During the second 
quarter of 1998, NGM had hedging transactions with broker-dealers that 
represented approximately 653,000 MMBTU's of gas per day. For the six months 
ended June 30, 1999, NGM had hedging transactions that represented 
approximately 601,000 MMBTU's of gas per day, compared to 718,000 MMBTU's of 
gas per day for the same period in 1998.

       Certain selected oil and gas operating statistics follow:

<TABLE>
<CAPTION>
                                             For the three months                For the six months
                                                ended June 30,                     ended June 30,
                                           -------------------------           -----------------------
                                              1999           1998                1999          1998
                                           ------------    ---------           ---------    -----------
<S>                                        <C>             <C>               <C>             <C>
Oil revenues (in thousands)..............   $  39,539      $  40,110           $  68,609     $  85,165
Average daily oil production - BBLS......      29,998         37,690              31,694        38,113
Average oil price per BBL................   $   14.77      $   11.98           $   12.24     $   12.68
Gas revenue (in thousands)...............   $  83,693      $ 118,065           $ 162,967     $ 235,541
Average daily gas production - MCF.......     439,372        572,436             479,715       585,685
Average gas price per MCF................   $    2.14      $    2.31           $    1.94     $    2.27
</TABLE>


BBLS - BARRELS
MCF - THOUSAND CUBIC FEET

       Oil and gas exploration expense decreased $17.2 million and $23.5 
million, respectively, for the three months and six months ended June 30, 
1999, as compared to the same periods in 1998. These decreases are primarily 
attributable to decreases of $4.4 million and $3.1 million, respectively, in 
abandoned assets expense, plus decreases of $12.3 million and $14.0 million, 
respectively, in dry hole expense, compared with the same periods in 1998. 
Also, seismic expense decreased $6.9 million, for the six months ended June 
30, 1999, compared to the same period in 1998.

       Oil and gas operations expense decreased $6.3 million and $14.6 
million, respectively, for the three months and six months ended June 30, 
1999 compared to the same periods in 1998. These decreases are due primarily 
to decreased lease operations expenses of $5.5 million and $12.3 million, 
respectively, for the three months and six months ended June 30, 1999, 
compared to the same periods in 1998.

                                       11


<PAGE>

       Depreciation, depletion and amortization ("DD&A") expense decreased 20 
percent and 13 percent, respectively, for the three months and six months 
ended June 30, 1999 compared to the same periods in 1998. The unit rate of 
DD&A per barrel of oil equivalent ("BOE"), converting gas to oil on the basis 
of 6 MCF per barrel, was $6.27 for the first six months of 1999, as compared 
to $5.91 for the same period of 1998. The Company has recorded, through 
charges to DD&A, a reserve for estimated future liabilities related to 
dismantlement and reclamation costs for offshore facilities. This reserve is 
based on the best estimates of Company engineers of such costs to be incurred 
in future years.

       Interest expense increased $1.3 million for the six months ended June 
30, 1999, as compared to the same period in 1998. This increase resulted from 
a higher average outstanding debt of $748.0 million, compared to $696.0 
million, offset by a lower average interest rate on the debt, for the six 
month period ended June 30, 1999, compared to the same period in 1998.

       Interest capitalized decreased $.4 million for the six months ended 
June 30, 1999, as compared to the same period in 1998. This decrease resulted 
from fewer construction projects for various properties located in the Gulf 
of Mexico.

FUTURE TRENDS

       Samedan Oil Corporation ("Samedan"), a wholly owned subsidiary of the 
Company, has from time to time settled various claims against parties which 
failed to fulfill their contractual obligation to Samedan to purchase gas at 
fixed prices greater than market or pursuant to take-or-pay provisions. The 
Company's policy, which is consistent with general industry practice, is that 
amounts received in such settlements ("settlement payments") do not represent 
payment for gas produced and, therefore, are not subject to royalty payments. 
Property owners, including governmental authorities and private parties, have 
in recent years asserted claims against Samedan and other oil and gas 
companies for royalties on settlement payments.

       Samedan participated, in a joint effort with other energy companies 
and the Independent Petroleum Association of America ("IPAA"), in a test case 
which challenged the determination by the U.S. Minerals Management Service 
("MMS") that royalties were payable to the government on certain settlement 
payments received by Samedan and the other plaintiffs (the "MMS Lawsuit"). 
The District Court for the District of Columbia (the "D.C. District Court") 
entered a judgment against Samedan in the amount of $20,000. In 1996, the 
Court of Appeals for the District of Columbia Circuit reversed the judgment 
against Samedan. In subsequent proceedings in the D.C. District Court 
consistent with the appellate court decision, on July 25, 1997, the court 
enjoined the MMS from taking action to collect from Samedan royalties on 
non-recoupable settlement payments (the "MMS Injunction"). The MMS had until 
April 14, 1998 to appeal the MMS Injunction and elected not to do so. Based 
upon the MMS Injunction, the Company in June 1998 recorded $13.7 million as 
other income which represented the amount of the reserve that the Company had 
established pending the outcome of the MMS Lawsuit.

       Samedan may be the subject of future legal actions by property owners 
claiming royalties on other settlement payments received by Samedan. There 
can be no assurance that Samedan will prevail in any such action. The Company 
is unable to estimate the possible amount of loss, if any, associated with 
this contingency.

       The Company is currently funding its share of the construction costs 
related to the methanol plant in Equatorial Guinea with cash flow from 
current operations and is evaluating alternative methods for funding the 
balance of its obligations related to the construction project. (See 
"-Liquidity and Capital Resources").

       Management believes 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, uses hedging and plans to do so in the future 
as a means of controlling its exposure to price changes. The Company cannot 
predict the extent to which its revenues will be affected by inflation, 
government regulation or changing prices.

YEAR 2000 ISSUE

       The Year 2000 issue is the result of computer programs being written 
using two digits rather than four to define the applicable year. Computer 
equipment and software and devices with embedded technology that are 
time-sensitive may recognize a date using "00" as the year 1900 rather than 
the year 2000. This could result in a system 

                                       12


<PAGE>

failure or miscalculations causing disruptions of operations, including, 
among other things, a temporary inability to process transactions, send 
invoices, or engage in similar normal business activities.

       The Company has undertaken various initiatives intended to ensure that 
its computer equipment and software will function properly with respect to 
dates in the year 2000 and thereafter. For this purpose, the term "computer 
equipment and software" includes systems that are commonly thought of as 
information technology ("IT") systems, including accounting, data processing, 
telephone/PBX systems, and other miscellaneous systems, as well as systems 
that are not commonly thought of as IT systems, such as field operations 
equipment, alarm systems, sprinkler systems, fax machines, or other 
miscellaneous systems. Both IT and non-IT systems may contain imbedded 
technology, which complicates the Company's Year 2000 identification, 
assessment, remediation, and testing efforts. In addition, in the ordinary 
course of replacing computer equipment and software, the Company attempts to 
obtain replacements that it believes are Year 2000 compliant. Utilizing 
internal resources to identify and assess needed Year 2000 remediation, the 
Company currently anticipates that its Year 2000 identification, assessment, 
remediation, and testing efforts, which began in January 1998, will be 
completed by September 30, 1999, and that such efforts will be completed 
prior to any currently anticipated impact on its computer equipment and 
software. 

       The Company estimates that as of June 30, 1999, it had completed 
approximately 95% of the initiatives that it believes will be necessary to 
fully address potential Year 2000 issues relating to its computer equipment 
and software. The projects comprising the remaining 5% of the initiatives are 
in process and expected to be completed by September 30, 1999.

<TABLE>
<CAPTION>
                                                                                              Percent
Year 2000 Initiative                                                Time Frame                Complete
------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                       <C>
Identification and assessment of IT systems                         March 31, 1999                100%
    (Company and subsidiaries)
Identification and assessment of critical non-IT systems            September 30, 1999             75%
    (Company and subsidiaries)
Remediation and testing of IT and non-IT systems of                 December 31, 1998             100%
    subsidiaries other than Samedan and subsidiaries
Remediation and testing of IT and non-IT systems of                 September 30, 1999             95%
    Samedan and subsidiaries
Remediation and testing of Company's central IT                     June 30, 1999                 100%
    and non-IT systems
Replacement and testing of third party software                     September 30, 1999             90%
Identification and assessment of field equipment used in
    oil and gas producing operations                                September 30, 1999             50%
Remediation and testing of field equipment                          September 30, 1999             50%
</TABLE>


       The Company mailed letters in May 1999 to its significant vendors and 
service providers and has verbally communicated with many strategic customers 
to determine the extent to which interfaces with such entities are vulnerable 
to Year 2000 issues and whether the products and services purchased from or 
by such entities are Year 2000 compliant. The Company estimates that as of 
June 30, 1999, it had received 40% of the Year 2000 attestation certificates 
from vendors, service providers and strategic customers. A second 
solicitation for Year 2000 verification is scheduled for August 1999.

       The Company is funding its Year 2000 efforts primarily with internal 
resources and does not anticipate making any expenditures in connection 
therewith except for the purchase of third party software that it otherwise 
would not have purchased or would have purchased at a later date. Although 
the Company does not separately track its internal costs related to Year 2000 
efforts, which include compensation of employees working on Year 2000 
projects, it believes that such costs will not exceed $75,000, of which 
approximately $70,000 had been incurred as of June 30, 1999. The Company 
estimates that these internal and external costs will represent less than 
five percent of total IT-related costs for 1998 and 1999 and that none of the 
Company's IT initiatives that are not related to the Year 2000 issue will be 
materially delayed or impacted by Year 2000 efforts.

       The Company presently believes that the Year 2000 issue will not pose 
significant operational problems for the Company. However, if all Year 2000 
issues are not properly identified, or assessment, remediation, and testing 
are not effected timely, there can be no assurance that the Year 2000 issue 
will not materially adversely impact the 

                                       13


<PAGE>

Company's results of operations or adversely affect the Company's 
relationships with customers, vendors, or others. Additionally, there can be 
no assurance that the Year 2000 issues of other entities will not have a 
material adverse impact on the Company's systems or results of operations.

       The costs of the Company's Year 2000 identification, assessment, 
remediation, and testing efforts and the dates on which the Company believes 
it will complete such efforts are based upon management's estimates, which 
were derived using numerous assumptions regarding future events, including 
the continued availability of certain resources, third-party remediation 
plans and other factors. There can be no assurance that these estimates will 
prove to be accurate, and actual results could differ materially from those 
currently anticipated. Specific factors that could cause such material 
differences include, but are not limited to, the availability and cost of 
personnel trained in Year 2000 issues, the ability to identify, assess, 
remediate, and test all relevant computer codes and imbedded technology, and 
similar uncertainties. In addition, variability of definitions of "compliance 
with Year 2000" may lead to claims on the Company, the impact of which is not 
currently estimable. No assurance can be given that the aggregate cost of 
defending and resolving such claims, if any, will not materially adversely 
affect the Company's results of operations.


 
               ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

       The Company is exposed to market risk in the normal course of its 
business operations. Management believes that the Company is well positioned 
with its mix of oil and gas reserves to take advantage of future price 
increases that may occur. However, the uncertainty of oil and gas prices 
continues to impact the domestic oil and gas industry. Due to the volatility 
of oil and gas prices, the Company, from time to time, has used derivative 
hedging and may do so in the future as a means of controlling its exposure to 
price changes. During the first half of 1999, the Company had no oil or gas 
hedging transactions for its production. NGM, from time to time, employs 
hedging arrangements in connection with its purchases and sales of 
production. While most of NGM's purchases are made for an index-based price, 
NGM's customers often require prices that are either fixed or related to 
NYMEX. In order to establish a fixed margin and mitigate the risk of price 
volatility, NGM may convert a fixed or NYMEX sale to an index-based sales 
price (such as by purchasing an index-based futures contract obligating NGM 
for delivery of production). Due to the size of such transactions and certain 
restraints imposed by contract and by Company guidelines, as of June 30, 1999 
the Company had no material market risk exposure from NGM's hedging activity.

       The Company has a $300 million credit agreement (see 1998 Annual 
Report - Note 3 - Debt, to the Consolidated Financial Statements) which 
exposes the Company to the risk of earnings or cash flow loss due to changes 
in market interest rates. At June 30, 1999, there was $275 million 
outstanding under the credit facility with a maturity date of December 24, 
2002. The interest rate charged, which is based upon a Eurodollar rate plus 
35 basis points, was 6.2 percent at June 30, 1999. On June 17, 1999, the 
Company entered into a $100 million 364 day credit agreement. There is no 
balance outstanding on this agreement which is based upon the Eurodollar rate 
plus 37.5 to 87.5 basis points depending upon the percentage of utilization. 
All other Company long-term debt is fixed-rate and, therefore, does not 
expose the Company to the risk of earnings or cash flow loss due to changes 
in market interest rates.

       The Company does not invest in foreign currency derivatives. The U.S. 
dollar is considered the primary currency for each of the Company's 
international operations. Transactions that are completed in a foreign 
currency are translated into U.S. dollars and recorded in the financial 
statements. Translation gains or losses were not material in any of the 
periods presented and the Company does not believe it is currently exposed to 
any material risk of loss on this basis. Such gains or losses are included in 
other expense on the income statement. However, certain sales transactions 
are concluded in foreign currencies and the Company therefore is exposed to 
potential risk of loss based on fluctuation in exchange rates from time to 
time.

                                       14


<PAGE>


                           PART II. OTHER INFORMATION

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    The information required by this Item 6 (a) is set forth in the Index to
       Exhibits accompanying this quarterly report and is incorporated herein by
       reference.

(b)    The Company did not file any reports on Form 8-K during the three months
       ended June 30, 1999.


                                       15

<PAGE>


                                    SIGNATURE


       Pursuant to the requirements of the Securities Exchange Act of 1934, 
as amended, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.

                                          NOBLE AFFILIATES, INC.
                                               (Registrant)
                                          
                                          
                                          
                                          
Date    August 13, 1999                   /s/ JAMES L. McELVANY
        -------------------------------   ------------------------------------
                                          JAMES L. McELVANY
                                          Vice President-Finance and Treasurer
                                          (Principal Financial Officer
                                          and Authorized Signatory)



                                       16

<PAGE>


                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
                                                          Sequentially
Exhibit                                                       Numbered
Number                    Exhibit                                 Page
--------       -------------------------------     --------------------
<S>            <C>                                 <C>
   27.1        Financial Data Schedule
</TABLE>









<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                          79,547
<SECURITIES>                                         0
<RECEIVABLES>                                   95,204
<ALLOWANCES>                                         0
<INVENTORY>                                      2,482
<CURRENT-ASSETS>                               205,924
<PP&E>                                       2,897,244
<DEPRECIATION>                               1,564,907
<TOTAL-ASSETS>                               1,630,555
<CURRENT-LIABILITIES>                          112,539
<BONDS>                                        720,231
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       195,040
<OTHER-SE>                                     442,854
<TOTAL-LIABILITY-AND-EQUITY>                 1,630,555
<SALES>                                        238,203
<TOTAL-REVENUES>                               396,502
<CGS>                                                0
<TOTAL-COSTS>                                  370,289
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              25,723
<INCOME-PRETAX>                                    490
<INCOME-TAX>                                       212
<INCOME-CONTINUING>                                278
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       278
<EPS-BASIC>                                       .005
<EPS-DILUTED>                                     .005
        

</TABLE>