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

Schedule 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

NOBLE ASSOCIATES INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

654894104
(CUSIP Number)

Year End (12/31/99) 13G STATEMENT
(Date of Event which Requires Filing of this Statement)

*The remainder of this cover page shall be filled out for
a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise 
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).


CUSIP No. 65489410413G

1NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS
(Entities Only)
MacKay Shields LLC   13-4080466

2CHECK THE APPROPRIATE BOX IF A MEMEBER
OF A GROUP
(a)
(b)
Not Applicable

3SEC USE ONLY

4CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware (United States)

NUMBER OF5SOLE VOTING POWER
SHARES3,766,333
BENEFICIALLY 
OWNED BY6 SHARED VOTING POWER
EACHNot Applicable 
REPORTING 
PERSON7 SOLE DISPOSITIVE POWER
WITH3,766,333

8SHARED DISPOSITIVE POWER
Not Applicable 

9AGGREGATE AMOUNT BENEFICIALLY OWNED
  BY EACH REPORTING PERSON
    3,766,333 

10CHECK IF THE AGGREGATE AMOUNT IN
   ROW (11) EXCLUDES CERTAIN SHARES
Not Applicable

11PERCENT OF CLASS REPRESENTED BY AMOUNT
   IN ROW 11
   6.6%

12TYPE OF REPORTING PERSON
   IA






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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Under the Securities Exchange Act of 1934

ITEM 1(a)Name of Issuer:
NOBLE AFFILIATES INC.
(b)Address of Issuer's Principal Executive Offices:
110 WEST BROADWAY
PO BOX 1967
ARDMORE, OK  73402
ITEM 2(a)Name of Person Filing:
MacKay Shields LLC
(b) Address of Principal Business Office:
9 West 57th Street
New York, NY  10019
(c)Citizenship:
United States
(d)Title of Class of Securities:
Common Stock
(e)CUSIP Number:
654894104
ITEM 3.If this statement is filed pursuant to Sections 240.
13d-1(b), or 240.13d-2(b) or (c), check whether 
the person filing is a:

(a)[  ]Broker or dealer registered under Section 15
of the Act (15 U.S.C. 78o);
(b)[  ]Bank as defined in section 3(a)(6) of the Act
 (15 U.S.C. 78c);
(c) [  ]Insurance Company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78C); 
(d)[  ]Investment company registered under Section 8
of the Investment Company Act if 1940
(15 U.S.C. 80a-8);
(e)[x]An investment adviser in accordance with Section
240.13d-1(b)(1)(ii)(E);
(f)[  ]An employee benefit plan or endowment fund
in accordance with Section 240.13d-1(b)(1)(ii)(F);
(g)[  ]A parent holding company or control person
in accordance with Section 240.13d-1(b)(1)(ii)(G);
(h)[  ]A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)[  ]A church plan that is excluded from the
definition of an insurance company under
Section 3 (c)(14) of the Investment Company
Act of 1940 (15 U.S.C. 80a-3);
(j)[  ]Group, in accordance with section 240.13d-1
(b)(1)(ii)(J).


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ITEM 4. Ownership.

Provide the following information regarding
the aggregate number and percentage of the
class of securities of the issuer identified in 
Item 1.

(a)Amount Beneficially Owned:
Aggregate 3,766,333 

(b)Percent of Class:
6.6%

(c)Number of shares as to which such person has:

(i)sole power to vote or to direct the vote
3,766,333 
(ii)shared power to vote or to direct vote
Not Applicable 
(iii)sole power to dispose or to direct the
       disposition of 
3,766,333 
(iv)shared power to dispose or to direct the
       Not Applicable 

ITEM 5.  Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the
class of securities, check the following [ ].

Not Applicable


ITEM 6. Ownership of More than Five Percent on Behalf of Another
Person

If any other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect
should be included in response to this item and, if such interest 
relates to more than five percent of the class, such person should
be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 
1940 or the beneficiaries of employee benefit plan, pension
fund or endowment fund is not required.





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Clients of the filing investment manager have the right to
receive and the ultimate power to direct the receipt of 
dividends from, or the proceeds of the sale of, such
securities.  No interest of any such client relates to 
more than 5% of the class.


ITEM 7. Identification and Classification of the Subsidiary Which 
Acquired the Security Being Reported on By the Parent
Holding Company.

If a parent holding company has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3
classification of the relevant subsidiary.  If a parent
holding company has filed this schedule pursuant to 
Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

Not Applicable


ITEM 8. Identification and Classification of Members of the Group.

If a group has filed this schedule pursuant to Section
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j)
and attach an exhibit stating the identity and 
Item 3 classification of each member of the group.
If a group has filed this schedule pursuant to Section 240.
13d-1( c) or Section 240.13d-1(d), attach an exhibit stating
the identity of each member of the group.

Not Applicable


ITEM 9. Notice of Dissolution of Group

Notice of dissolution of a group may be furnished as
an exhibit stating the date of the dissolution and that
all further filings with respect to transactions in the
security reported on will be filed, if required, by 
members of the group, in their individual capacity.
See Item 5.

Not Applicable 




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ITEM 10. Certification


By signing below I certify that, to the best of my 
knowledge and belief, the securities referred to above 
were acquired and held in the ordinary course of 
business and were not acquired and are not held for
the purpose of or with the effect of changing or 
influencing the control of the issuer of such securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose of effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.

Date:February 8, 2000

Signature:/s/ Russell A. Thompson

Name/Title: Russell A. Thompson
Senior Compliance Officer


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