<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 MARCH 31, 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 May 3, 1999: 56,981,212


<PAGE>


                          PART I. FINANCIAL INFORMATION

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



<TABLE>
<CAPTION>
                                                                           (Unaudited)
                                                                             March 31,                December 31,
                                                                               1999                      1998
                                                                           ----------                 -----------
<S>                                                                        <C>                        <C>
ASSETS
Current Assets:
   Cash and short-term cash investments..............................      $   56,976                 $    19,100
   Accounts receivable-trade.........................................          81,948                     106,513
   Materials and supplies inventories................................           2,201                       3,006
   Other current assets..............................................          52,209                      59,670
                                                                           ----------                  ----------
   Total Current Assets..............................................         193,334                     188,289
                                                                           ----------                  ----------
Property, Plant and Equipment, at cost...............................       2,918,553                   2,915,917
   Less:  accumulated depreciation,
          depletion and amortization.................................      (1,545,608)                 (1,486,250)
                                                                           ----------                  ----------
                                                                            1,372,945                   1,429,667
                                                                           ----------                  ----------
Investment in unconsolidated subsidiary..............................          33,512                      25,061

Other Assets.........................................................          47,161                      43,063
                                                                           ----------                  ----------
   Total Assets......................................................      $1,646,952                  $1,686,080
                                                                           ==========                  ==========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable-trade............................................      $   84,990                  $  108,538
   Other current liabilities.........................................          33,460                      28,815
   Income taxes-current..............................................             650                       1,813
                                                                           ----------                  ----------
   Total Current Liabilities.........................................         119,100                     139,166
                                                                           ----------                  ----------
Deferred Income Taxes................................................         101,525                     106,823
                                                                           ----------                  ----------
Other Deferred Credits and Noncurrent Liabilities....................          50,240                      52,868
                                                                           ----------                  ----------

Long-term Debt.......................................................         745,187                     745,143
                                                                           ----------                  ----------
Shareholders' Equity:
   Common stock......................................................         195,018                     195,018
   Capital in excess of par value....................................         360,008                     360,008
   Retained earnings.................................................          91,292                     102,472
                                                                           ----------                  ----------
                                                                              646,318                     657,498
Less common stock in treasury
   (at cost, 1,524,900 shares).......................................         (15,418)                    (15,418)
                                                                           ----------                  ----------

   Total Shareholders' Equity........................................         630,900                     642,080
                                                                           ----------                  ----------
   Total Liabilities and Shareholders' Equity........................      $1,646,952                  $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>
                                                                                 Three Months Ended March 31,
                                                                          -----------------------------------------
                                                                                1999                      1998
                                                                            ---------                  ----------

<S>                                                                        <C>                         <C>
REVENUES:
    Oil and gas sales and royalties....................................    $  112,233                  $  166,937
    Gathering, marketing and processing................................        63,633                      79,598
    Other income.......................................................         2,046                       1,603
                                                                           ----------                  ----------

                                                                              177,912                     248,138
                                                                           ----------                  ----------


COSTS AND EXPENSES:
    Oil and gas exploration............................................        10,240                      16,615
    Oil and gas operations.............................................        31,352                      39,690
    Gathering, marketing and processing................................        58,503                      76,294
    Depreciation, depletion and amortization...........................        66,549                      70,312
    Selling, general and administrative................................        11,391                      13,061
    Interest...........................................................        13,035                      11,530
    Interest capitalized...............................................        (1,123)                     (1,550)
                                                                           ----------                  ----------

                                                                              189,947                     225,952
                                                                           ----------                  ----------

INCOME (LOSS) BEFORE TAXES.............................................       (12,035)                     22,186

INCOME TAX PROVISION (BENEFIT).........................................        (3,134) (1)                  8,468 (1)
                                                                           ----------                  ----------

NET INCOME (LOSS)......................................................    $   (8,901)                 $   13,718
                                                                           ==========                  ==========

BASIC EARNINGS (LOSS) PER SHARE........................................    $    (.16)  (2)             $      .24 (2)
                                                                           ==========                  ==========

DILUTED EARNINGS (LOSS) PER SHARE......................................    $    (.16)  (2)             $      .24 (2)
                                                                           ==========                  ==========
</TABLE>


SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       3

<PAGE>

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

<TABLE>
<CAPTION>


                                                                                  Three Months Ended March 31,
                                                                             ----------------------------------------
                                                                                 1999                       1998
                                                                              ------------                ----------

<S>                                                                        <C>                         <C>
Cash Flows from Operating Activities:
   Net income (loss).....................................................  $   (8,901)                 $   13,718
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Depreciation, depletion and amortization............................      66,549                      70,312
     Amortization of undeveloped lease costs, net........................       1,178                         596
     Increase (decrease) in  deferred credits............................      (7,925)                      4,288
     (Increase) decrease in other assets and other noncash items, net...       (2,579)                     12,065
   Changes in working capital, not including cash:
     (Increase) decrease in accounts receivable..........................      24,565                      25,274
     (Increase) decrease in other current assets and inventories.........       8,323                       9,385
     Increase (decrease) in accounts payable.............................     (23,548)                      1,174
     Increase (decrease) in other current liabilities....................       3,481                       7,336
                                                                           ----------                  ----------

Net Cash Provided by Operating Activities                                      61,143                     144,148
                                                                           ----------                  ----------

Cash Flows From Investing Activities:
   Capital expenditures..................................................     (12,763)                   (201,128)
   Investment in unconsolidated subsidiary...............................      (8,451)
   Proceeds from sale of property, plant and equipment...................         226                       1,622
                                                                           ----------                  ----------

Net Cash Used in Investing Activities ...................................     (20,988)                   (199,506)
                                                                           ----------                  ----------

Cash Flows From Financing Activities:
   Exercise of stock options.............................................                                   1,481
   Cash dividends........................................................      (2,279)                     (2,277)
   Proceeds from bank borrowings.........................................                                  50,000
                                                                           ----------                  ----------

Net Cash Provided by (Used in) Financing Activities......................      (2,279)                     49,204
                                                                           ----------                  ----------

Increase (Decrease) in Cash and Short-term Cash Investments..............      37,876                      (6,154)
                                                                           ----------                  ----------

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

Cash and Short-term Cash Investments at End of Period....................  $   56,976                  $   48,921
                                                                           ==========                  ==========


Supplemental Disclosures of Cash Flow Information:
   Cash paid during the period for:
   Interest (net of amount capitalized)..................................  $    6,116                  $    6,472
   Income taxes..........................................................  $        0                  $        0

</TABLE>

SEE NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS.

                                       4

<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 March 31, 1999 and the results of operations and the cash flows for the 
three month periods ended March 31, 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 (BENEFIT)

<TABLE>
<CAPTION>

       For the three months ended March 31:

                                                                                          (In thousands)
                                                                                -----------------------------------
                                                                                  1999                     1998
                                                                                ---------                ---------
       <S>                                                                      <C>                      <C>
       Current...............................................................   $ (7,469)                $   3,804
       Deferred..............................................................      4,335                     4,664
                                                                                --------                 ---------

                                                                                $ (3,134)                $   8,468
                                                                                =========                =========
</TABLE>


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

     Basic earnings per share of common stock was computed using the weighted 
average number of shares of common stock outstanding during each period. The 
diluted net income per share of common stock includes the effect of 
outstanding stock options.

     The following table summarizes the calculation of basic earnings per 
share ("EPS") and diluted EPS for the quarter ending March 31:


<TABLE>
<CAPTION>
                                                                         1999                          1998          
                                                              -------------------------     -------------------------
<S>                                                             <C>      <C>     <C>          <C>     <C>      <C>

                                                                  INCOME         SHARES        INCOME          SHARES
(IN THOUSANDS, EXCEPT PER SHARE)                             (NUMERATOR)  (DENOMINATOR)   (NUMERATOR)   (DENOMINATOR)
- ---------------------------------------------------------------------------------------------------------------------
Net income (loss)/shares                                        $(8,901)         56,981       $13,718          56,912
- ---------------------------------------------------------------------------------------------------------------------
BASIC EPS                                                                $(.16)                       $.24
- ---------------------------------------------------------------------------------------------------------------------

Net income (loss)/shares                                        $(8,901)         56,981       $13,718          56,912
EFFECT OF DILUTIVE SECURITIES
   Stock options (1)                                                                                              480
Adjusted net income (loss)/shares                               $(8,901)         56,981       $13,718          57,392
- ---------------------------------------------------------------------------------------------------------------------
DILUTED EPS                                                              $(.16)                       $.24
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>


     (1)  The effect of dilutive securities on first quarter 1999 diluted EPS is
          antidilutive as a result of the net operating loss; therefore, the
          basic EPS and diluted EPS are the same. The effect of dilutive
          securities on first quarter 1998 diluted EPS is less than one cent;
          therefore, the basic EPS and diluted EPS, as reported, are the same.

                                       5

<PAGE>

 (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 in the first quarter of 1999 and 1998.

     In addition to the hedging arrangements pertaining to the Company's 
production as described above, Noble Gas Marketing, Inc. ("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 first quarter of 1999, NGM had hedging transactions with 
broker-dealers that represented approximately 728,000 MMBTU's of gas per day. 
Hedges for April 1999 through October 2000, which range from 25,000 MMBTU's 
to 637,000 MMBTU's of gas per day for future physical transactions, were not 
closed at March 31, 1999. During the first quarter of 1998, NGM had hedging 
transactions with broker-dealers that represented approximately 783,000 
MMBTU's of gas per day.

     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.

                                       6

<PAGE>

     The Financial Accounting Standards Board ("FASB") issued Statement of 
Financial Accounting Standard ("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 wherein gains and losses are reflected in stockholders 
equity until the hedged item is recognized. 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 and 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 is preparing to adopt this statement as of January 1, 2000. 
The Company estimates there will be no material financial impact as a result 
of adopting SFAS No. 133.

(5)  METHANOL PLANT

     Through the recently formed Atlantic Methanol Production Company 
("AMPCO"), Samedan 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 $313.5 million 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 January 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.


 
      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 anticipated capital expenditures, projected timing of planned 
projects or activities, 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.

                                       7

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities decreased to $61.1 million in 
the three months ended March 31, 1999 from $144.1 million in the same period 
of 1998. Cash and short-term investments increased from $19.1 million at 
December 31, 1998 to $57.0 million at March 31, 1999.

     The Company has expended approximately $21.2 million of its $234.3 
million 1999 capital budget through March 31, 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.

     Through the recently formed Atlantic Methanol Production Company 
("AMPCO"), Samedan 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 $313.5 million 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 January 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.

     The Company's current ratio (current assets divided by current 
liabilities) was 1.62 at March 31, 1999 compared with .96 at December 31, 
1998.

     The Company follows the entitlements method of accounting for its gas 
imbalances. The Company's estimated gas imbalance receivables were $19.0 
million at March 31, 1999 and $19.1 million at December 31, 1998. Estimated 
gas imbalance liabilities were $14.9 million at March 31, 1999 and $14.8 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 first quarter of 1999, the Company recorded a net loss of $8.9 
million, or $.16 per share, compared with net income of $13.7 million, or 
$.24 per share, in the first quarter of 1998. The decrease resulted primarily 
from substantially lower product prices coupled with lower production volumes.

     Gas sales for the Company, excluding third party sales by Noble Gas 
Marketing, Inc. ("NGM"), a wholly owned subsidiary of the Company, decreased 
33 percent for the three months ended March 31, 1999 compared with the same 
period in 1998. The primary reasons for the decreased sales were a decrease 
in average gas price of 21 percent, coupled with an average daily production 
decrease of 13 percent, in the 1999 first quarter compared with the first 
quarter of 1998.

     Oil sales for the Company, excluding third party sales by Noble Trading, 
Inc. ("NTI"), a wholly owned subsidiary of the Company, decreased 35 percent 
for the three months ended March 31, 1999, compared with the same period in 
1998. The decrease in sales was primarily due to an average oil price 
decrease of 26 percent, and an average daily production decrease of 13 
percent, in the first quarter of 1999 compared with the first quarter of 1998.

     NGM markets 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 of NGM's and NTI's sales as gathering, marketing and 
processing revenues and expenses. All intercompany sales and expenses have 
been eliminated.

                                       8

<PAGE>

     For the first quarter of 1999, revenues and expenses from combined NGM 
and NTI third party sales totaled $63.6 million and $58.5 million, 
respectively, for a gross margin of $5.1 million. In comparison, for the 
first quarter of 1998 combined NGM and NTI third party sales and expenses of 
$79.6 million and $76.3 million, respectively, resulted in a gross margin of 
$3.3 million.

     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 in the first quarter of 1999 or 1998.

     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. During the first quarter 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 March 31, 
1999 the Company had no material market risk exposure from NGM's hedging 
activity. During the first quarter of 1999, NGM had hedging transactions with 
broker-dealers that represented approximately 728,000 MMBTU's of gas per day. 
Hedges for April 1999 through October 2000, which range from 25,000 MMBTU's 
to 637,000 MMBTU's of gas per day for future physical transactions, were not 
closed at March 31, 1999. During the first quarter of 1998, NGM had hedging 
transactions with broker-dealers that represented approximately 783,000 
MMBTU's of gas per day.

       Certain selected oil and gas operating statistics follow:

<TABLE>
<CAPTION>

                                                                               For the three months
                                                                                  ended March 31,
                                                                             --------------------------
                                                                                 1999          1998
                                                                            ------------  -------------
<S>                                                                          <C>          <C>
Oil revenue (in thousands).................................................  $    29,070  $     45,055
Average daily oil  production - BBLS.......................................       33,408        38,540
Average oil price per BBL..................................................  $      9.93  $      13.37
Gas revenues (in thousands)................................................  $    79,274  $    117,476
Average daily gas production - MCFS........................................      520,506       599,082
Average gas price per MCF..................................................  $      1.76  $       2.24
</TABLE>



BBLS - BARRELS
MCF - THOUSAND CUBIC FEET

     Oil and gas exploration expense decreased $6.4 million to $10.2 million 
for the three months ended March 31, 1999, as compared with the same period 
of 1998. This decrease is attributable to a $6.4 million decrease in seismic 
expense, as compared to the same period of 1998.

                                       9

<PAGE>

     Depreciation, depletion and amortization (DD&A) expense decreased five 
percent for the three months ended March 31, 1999 compared with the same 
period in 1998. The unit rate of DD&A per barrel of oil equivalents (BOE), 
converting gas to oil on the basis of 6 MCF per barrel, was $6.15 for the 
first three months of 1999 compared with $5.65 for the same period of 1998. 
The increase in the unit rate per BOE is due to additional drilling and 
completion costs recorded to certain high unit rate properties during 1998. 
The Company has recorded, through charges to DD&A, a reserve for 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 capitalized decreased to $1.1 million for the first quarter of 
1999 from $1.5 million for the first quarter of 1998. This decrease resulted 
from a reduction in expenditures related to drilling, completion and 
construction activity, which decreased during the first quarter of 1999 due 
to low product prices, as compared to the same period of 1998.

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 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 

                                       10

<PAGE>

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 March 31, 1999, it had completed 
approximately 80% 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 20% 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                   June 30, 1999                          50%
    (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                        June 30, 1999                          90%
    Samedan and subsidiaries
Remediation and testing of Company's central IT                            June 30, 1999                          90%
    and non-IT systems
Replacement and testing of third party software                            June 30, 1999                          75%
Identification and assessment of field equipment used in
    oil and gas producing operations                                       June 30, 1999                          25%
Remediation and testing of field equipment                                 September 30, 1999                      0%
</TABLE>


     The Company plans to mail 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 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 $65,000 had been incurred as of March 31, 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 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 

                                       11

<PAGE>

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 quarter 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 March 31, 
1999 the Company had no material market risk exposure from NGM's hedging 
activity.

     The Company has a $300 million credit agreement (see 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 
March 31, 1999, there was $300 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 22.5 basis points, was 5.2 percent at 
March 31, 1999. 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.

                                       12

<PAGE>


                           PART II. OTHER INFORMATION

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)  The annual meeting of stockholders of the Company was held at 10:00 a.m.,
     local time, on Tuesday, April 27, 1999 in Ardmore, Oklahoma.

(b)  Proxies were solicited by the Board of Directors of the Company pursuant to
     Regulation 14A under the Securities Exchange Act of 1934. There was no
     solicitation in opposition to the Board of Directors' nominees as listed in
     the proxy statement and all such nominees were duly elected.

(c)  Out of a total of 56,981,008 shares of common stock of the Company
     outstanding and entitled to vote, 50,959,628 shares were present in person
     or by proxy, representing approximately 89 percent.

<TABLE>
<CAPTION>


                                                                                              Number of Shares
                                                                                                 WITHHOLDING 
                                                     Number of Shares                            AUTHORITY
                                                   Voting FOR Election                      to Vote for Election
                                                       As Director                              As Director
                                            -----------------------------------       ---------------------------------

<S>                                         <C>                                       <C>
Alan A. Baker..............................             50,534,717                                424,911
Michael A. Cawley..........................             50,548,001                                411,627
Edward F. Cox..............................             50,546,436                                413,192
James C. Day...............................             50,547,626                                412,002
Thomas E. Hassen...........................             50,548,137                                411,491
Dale P. Jones..............................             50,534,910                                424,718
Robert Kelley..............................             50,547,827                                411,801
Harold F. Kleinman.........................             50,044,626                                915,002
T. Don Stacy...............................             50,531,099                                428,529
</TABLE>




                    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 on Form 10-Q.

(b)  The Company did not file any reports on Form 8-K during the three months
     ended March 31, 1999.

                                       13

<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:     May 12, 1999          By: /s/ WILLIAM D. DICKSON
                                    -------------------------------------------
                                    William D. Dickson,
                                    Senior Vice President-Finance and Treasurer
                                    (Principal Financial Officer
                                    and Authorized Signatory)

                                       14

<PAGE>


                                        INDEX TO EXHIBITS

<TABLE>
<CAPTION>

<S>                                <C>
Exhibit
Number                                                    Exhibit
- -------------------------          --------------------------------------------

27.1                               Financial Data Schedule
</TABLE>







<TABLE> <S> <C>


<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                          56,976
<SECURITIES>                                         0
<RECEIVABLES>                                   81,948
<ALLOWANCES>                                         0
<INVENTORY>                                      2,201
<CURRENT-ASSETS>                               193,334
<PP&E>                                       2,918,553
<DEPRECIATION>                               1,545,608
<TOTAL-ASSETS>                               1,646,952
<CURRENT-LIABILITIES>                          119,100
<BONDS>                                        745,187
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       195,018
<OTHER-SE>                                     435,882
<TOTAL-LIABILITY-AND-EQUITY>                 1,646,952
<SALES>                                        112,233
<TOTAL-REVENUES>                               177,912
<CGS>                                                0
<TOTAL-COSTS>                                  176,912
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,035
<INCOME-PRETAX>                               (12,035)
<INCOME-TAX>                                   (3,134)
<INCOME-CONTINUING>                            (8,901)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (8,901)
<EPS-PRIMARY>                                    (.16)
<EPS-DILUTED>                                    (.16)
        

</TABLE>