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, 1997

[] 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)

(405) 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 July 31, 1997: 56,871,413

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

(Unaudited)
June 30, December 31,
1997 1996
------------ -------------

ASSETS
Current Assets:
Cash and short-term cash investments ....................... $ 79,060 $ 94,768
Accounts receivable-trade .................................. 140,832 206,151
Materials and supplies inventories ......................... 2,763 4,489
Other current assets ....................................... 9,166 11,395
----------- -----------
Total Current Assets ....................................... 231,821 316,803
----------- -----------
Property, Plant and Equipment ................................. 2,680,095 2,571,964
Less: accumulated depreciation,
depletion and amortization ....................... (1,142,349) (1,000,200)
----------- -----------
1,537,746 1,571,764
----------- -----------

Other Assets .................................................. 71,910 68,371
----------- -----------
Total Assets ............................................... $ 1,841,477 $ 1,956,938
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable-trade ..................................... $ 149,663 $ 143,408
Other current liabilities .................................. 20,134 75,736
Current installments of long-term debt ..................... 50,000
Income taxes-current ....................................... 9,908 10,662
----------- -----------
Total Current Liabilities .................................. 179,705 279,806
----------- -----------
Deferred Income Taxes ......................................... 126,431 108,434
----------- -----------
Other Deferred Credits and Noncurrent Liabilities ............. 60,033 50,603
----------- -----------
Long-term Debt ................................................ 706,384 798,028
----------- -----------

Shareholders' Equity:
Common stock ............................................... 194,652 194,402
Capital in excess of par value ............................. 357,291 355,651
Retained earnings .......................................... 232,399 185,432
----------- -----------
784,342 735,485
Less common stock in treasury
(at cost, 1,524,900 shares) ................................ (15,418) (15,418)
----------- -----------
Total Shareholders' Equity ................................. 768,924 720,067
----------- -----------
Total Liabilities and Shareholders' Equity ................. $ 1,841,477 $ 1,956,938
=========== ===========

See notes to consolidated condensed financial statements.
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NOBLE AFFILIATES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(Dollars in Thousands, Except Per Share Amounts)
(Unaudited)

Six Months Ended June 30,
----------------------------
1997 1996
---- ----

REVENUES:
Oil and gas sales and royalties . . . . . . . . . . . . . . . . . $ 384,982 $ 227,937
Gathering, marketing and processing . . . . . . . . . . . . . . . 167,332 122,087
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 6,808 3,971
------------ ------------
559,122 353,995
------------ ------------

COSTS AND EXPENSES:
Oil and gas exploration . . . . . . . . . . . . . . . . . . . . . 35,444 20,455
Oil and gas operations . . . . . . . . . . . . . . . . . . . . . 84,482 49,358
Gathering, marketing and processing . . . . . . . . . . . . . . . 158,094 110,895
Depreciation, depletion and amortization . . . . . . . . . . . . 149,028 82,926
Selling, general and administrative . . . . . . . . . . . . . . . 24,853 18,885
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,467 10,676
Interest capitalized . . . . . . . . . . . . . . . . . . . . . . (2,049) (877)
------------ ------------
477,319 292,318
------------ ------------
INCOME BEFORE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 81,803 61,677

INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . 30,288(1) 22,139(1)
------------ ------------

NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,515 $ 39,538
============ ============
PRIMARY EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . . . $ .91(2) $ .78(2)
============ ============

FULLY DILUTED EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . $ .91(3) $ .75(3)
============ ============

See notes to consolidated condensed financial statements.

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

Three Months Ended June 30,
----------------------------
1997 1996
---- ----

REVENUES:
Oil and gas sales and royalties . . . . . . . . . . . . . . . . . $ 165,660 $ 119,522
Gathering, marketing and processing . . . . . . . . . . . . . . . 67,222 63,286
Other income . . . . . . . . . . . . . . . . . . . . . . . . . . 3,785 764
----------- ---------
236,667 183,572
----------- ---------

COSTS AND EXPENSES:
Oil and gas exploration . . . . . . . . . . . . . . . . . . . . . 15,839 12,897
Oil and gas operations . . . . . . . . . . . . . . . . . . . . . 40,965 26,828
Gathering, marketing and processing . . . . . . . . . . . . . . . 63,293 58,781
Depreciation, depletion and amortization . . . . . . . . . . . . 71,308 44,787
Selling, general and administrative . . . . . . . . . . . . . . . 12,666 9,213
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,183 5,328
Interest capitalized . . . . . . . . . . . . . . . . . . . . . . (1,336) (312)
----------- ---------
215,918 157,522
----------- ---------
INCOME BEFORE TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 20,749 26,050

INCOME TAX PROVISION . . . . . . . . . . . . . . . . . . . . . . . . 7,597 (1) 9,191(1)
----------- ---------

NET INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,152 $ 16,859
=========== =========
PRIMARY EARNINGS PER SHARE . . . . . . . . . . . . . . . . . . . . $ .23 (2) $ .33(2)
=========== =========

FULLY DILUTED EARNINGS PER SHARE . . . . . . . . . . . . . . . . . $ .23 (3) $ .32(3)
=========== =========

See notes to consolidated condensed financial statements.

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

Six Months Ended June 30,
-------------------------
1997 1996
---- ----

Cash Flows from Operating Activities:
Net income $ 51,515 $ 39,538
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation, depletion and amortization . . . . . . . . . . . . 149,028 82,926
Amortization of undeveloped lease costs, net . . . . . . . . . . 1,799 3,882
Increase in other deferred credits . . . . . . . . . . . . . . . 27,428 12,044
(Increase) decrease in other . . . . . . . . . . . . . . . . . . 814 (1,140)
Changes in working capital, not including cash:
(Increase) decrease in accounts receivable . . . . . . . . . . . 65,319 (6,101)
(Increase) decrease in other current assets and inventories . . 3,846 8,668
Increase (decrease) in accounts payable . . . . . . . . . . . . 6,255 13,249
Increase (decrease) in other current liabilities . . . . . . . . (56,356) 2,896
---------- ---------
Net Cash Provided by Operating Activities . . . . . . . . . . . . . . 249,648 155,962
---------- ---------
Cash Flows From Investing Activities:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . (129,400) (128,438)
Proceeds from sale of property, plant and equipment . . . . . . . 10,575 2,962
---------- ---------
Net Cash Used in Investing Activities . . . . . . . . . . . . . . . (118,825) (125,476)
---------- ---------
Cash Flows From Financing Activities:
Exercise of stock options . . . . . . . . . . . . . . . . . . . . 1,891 2,907
Cash dividends . . . . . . . . . . . . . . . . . . . . . . . . . (4,549) (4,024)
Repayment of bank debt . . . . . . . . . . . . . . . . . . . . . (389,000)
Proceeds from issuance of senior debt . . . . . . . . . . . . . . 245,127
---------- ---------
Net Cash Used in Financing Activities . . . . . . . . . . . . . . . (146,531) (1,117)
---------- ---------
Increase (Decrease) in Cash and Short-term Cash Investments . . . . . (15,708) 29,369
---------- ---------
Cash and Short-term Cash Investments at Beginning of Period . . . . . 94,768 12,429
---------- ---------
Cash and Short-term Cash Investments at End of Period . . . . . . . . $ 79,060 $ 41,798
========== =========

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest (net of amount capitalized) . . . . . . . . . . . . . . . $ 28,156 $ 9,258
Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,750 $ 8,000

See notes to consolidated condensed financial statements.

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NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)

In the opinion of Noble Affiliates, Inc. ("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, 1997 and
December 31, 1996, and the results of operations for the three month and six
month periods ended June 30, 1997 and 1996 and the cash flows for the six month
periods ended June 30, 1997 and 1996. These consolidated condensed financial
statements should be read in conjunction with the financial statements and the
notes thereto incorporated in the Company's annual report on Form 10-K for the
year ended December 31, 1996.

(1) INCOME TAX PROVISION

For the six months ended June 30:

(In thousands)
------------------------
1997 1996
---- ----

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,289 $ 14,732
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . 17,999 7,407
-------- --------
$ 30,288 $ 22,139
======== ========
For the three months ended June 30:

(In thousands)
-----------------------
1997 1996
---- ----
Current . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,032 $ 5,521
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,565 3,670
-------- --------
$ 7,597 $ 9,191
======== ========

(2) PRIMARY EARNINGS PER SHARE

The primary earnings per share of common stock was computed using the
weighted average number of shares of common stock outstanding during the period
as follows:

(In thousands)
----------------------------
1997 1996
---- ----

For the six months ended June 30 . . . . . . . . . . . . . . . 56,855 50,318
For the three months ended June 30 . . . . . . . . . . . . . . 56,869 50,363

(3) FULLY DILUTED EARNINGS PER SHARE

The fully diluted earnings per share of common stock for the three months
and six months ended June 30, 1996 was computed using the "if converted
method," assuming the Company's convertible debt was converted into additional
outstanding shares of common stock at the beginning of the period. For the
three months and six months ended June 30, 1996 the weighted average number of
shares of common stock outstanding using the if converted method was 57,033,000
and 56,988,000, respectively, and the increase in income related to the assumed
reduction in after tax interest expense was $1,564,000 and $3,128,000,
respectively. There was no dilution of earnings per share in the three months
and six months ended June 30, 1997.

The Financial Accounting Standards Board issued Statements of Financial
Accounting Standards No. 128 "Earnings per Share", No. 129 Disclosure of
Information about Capital Structure", No. 130 "Reporting Comprehensive Income"
and No. 131 "Disclosure about Segments of an Enterprise and Related
Information" in the first half of 1997. Statement No. 128 and No. 129 are
effective for financial statements for both interim and annual periods ending
after December 15, 1997. Statement No. 130 and No. 131 are effective for 1998.
The Company

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believes that its adoption of these statements at December 31, 1997
and for 1998 will not have a material effect on its financial statements.

(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 prices 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.

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.

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.

(5) MINERALS MANAGEMENT SERVICE CLAIMS

Over the past several years, Samedan Oil Corporation ("Samedan"), a
wholly owned subsidiary of the Company, has settled various claims which it had
against parties who had contracted to purchase gas at fixed prices which were
greater than market, or who had take-or-pay contracts with Samedan in which
such obligations to take-or-pay for quantities of gas were not fulfilled. It is
the Company's policy, which is consistent with general industry practice, that
such payments do not represent payment for gas produced and therefore, are not
subject to royalty payments. The Federal government, with respect to leases on
both onshore and offshore Federal lands, certain other governmental bodies, and
some private landowners in recent years asserted claims against oil and gas
companies for royalties on some or all of such settlement amounts.

The Company participated in a joint effort with the Independent Petroleum
Association of America ("IPAA") wherein Samedan was a party to a test case
involving such a claim made with respect to a lease on Indian lands. In the
U.S. District Court for the District of Columbia, Samedan and other plaintiffs
challenged the determination by the U.S. Minerals Management Service ("MMS")
that royalties were payable to the government on certain proceeds received by
Samedan (and the other plaintiffs) with respect to a contract settlement. The
U.S. District Court ruled in favor of the MMS, and a judgment in the amount of
$20,000 was awarded against Samedan. Samedan appealed this judgment, and on
August 27, 1996, the U.S. Court of Appeals for the District of Columbia Circuit
overturned the U.S. District Court's decision. The appeals court decision
ordered the MMS to cease its efforts to collect royalties from Samedan for any
contract settlement that was not recoupable and in February 1997 the U.S.
Department of Justice announced that it would not seek Supreme Court action to
overturn the decision.

(6) SUBSEQUENT EVENTS

On July 25, 1997, the U.S. District Court for the District of Columbia, in
ruling upon Samedan's and the IPAA's request for an injunction, affirmed with
respect to Samedan that royalties are not owed on non-recoupable take-or-pay
settlement payments and ordered that the MMS is barred from taking actions in
an effort to collect these royalties from Samedan (the "District Court
Ruling"). The MMS has 60 days to appeal this order.

Notwithstanding the District Court Ruling, other claims may be brought
against Samedan by private landowners or, subject to the MMS appealing the
District Court Ruling, by the Federal government, based upon other take-or-pay
or contract settlements. There can be no assurance that Samedan will prevail on
any similar claims which may be asserted against it based on other take-or-pay
or contract settlements. The Company is unable to estimate the possible amount
of loss, if any, associated with this contingency.

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On August 6, 1997, the Company issued $100,000,000 aggregate principal
amount of 7 1/4% Senior Debentures Due 2097. The net proceeds from the sale, of
approximately $97.4 million, were used together with available cash to repay
$100 million of the outstanding principal under the revolving loan under the
Company's bank credit agreement.

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.

ACQUISITION OF ENERGY DEVELOPMENT CORPORATION

On July 31, 1996, Samedan acquired all the outstanding common stock of
Energy Development Corporation, a New Jersey corporation, pursuant to the terms
of a Stock Purchase Agreement (the "Stock Purchase Agreement") dated as of July
1, 1996 between Samedan and Enterprise Diversified Holdings Incorporated
("EDHI"), a New Jersey corporation and the sole stockholder of EDC (the "EDC
Acquisition").

The purchase price paid at closing as determined under the Stock Purchase
Agreement was approximately $768,000,000 in cash. The Company accounted for the
acquisition under the purchase method of accounting. The purchase price was
allocated to the assets and liabilities acquired based on estimated fair value.
During the second quarter of 1997, the Company reduced its estimate of
preacquisition contingencies and reduced the purchase price allocated by
approximately $15 million.

In connection with the acquisition, the Company entered into a new
$800,000,000 bank credit facility pursuant to a Credit Agreement (the "Credit
Agreement") dated as of July 31, 1996 among the Company, as borrower, certain
commercial lending institutions which are or may become a party thereto, as
lenders, and Union Bank of Switzerland, Houston Agency, as agent for the
lenders. The Credit Agreement which provides for a $400,000,000 term loan,
which has certain scheduled prepayments and a final maturity of July 31, 2001,
and a $400,000,000 revolving credit facility with a final maturity of July 31,
2001. Borrowings of $800,000,000 under the Credit Agreement were used to fund
the purchase price for EDC and, together with funds on hand, to repay
$48,000,000 of outstanding indebtedness under the Company's then existing
credit agreement (the "old credit agreement") with certain banks. The Company's
old credit agreement was cancelled in connection with the repayment.

LIQUIDITY AND CAPITAL RESOURCES

Net cash provided by operating activities increased to $249.6 million in
the six months ended June 30, 1997 from $156.0 million in the same period of
1996. Cash and short-term cash investments decreased from $94.8 million at
December 31, 1996 to $79.1 million at June 30, 1997.

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On August 6, 1997, Company issued $100,000,000 aggregate principal amount
of its 7 1/4% Senior Debentures Due 2097. The net proceeds from the sale,
estimated to be approximately $97.4 million, were used together with available
cash to repay $100 million of the outstanding principal under the revolving
loan under the Credit Agreement.

Additionally, the Company issued $250,000,000 aggregate principal amount
of its 8% Senior Notes Due 2027 on April 7, 1997. Net proceeds of the issuance
together with $104 million of available cash were used to repay the outstanding
principal of $349 million plus accrued interest under the term loan under the
Credit Agreement. The Company paid down an additional $40 million on its credit
agreement on June 3, 1997. Total long-term debt as of June 30, 1997 was $706
million.

The Company has expended approximately $129.4 million of its $344.5
million 1997 capital budget through June 30, 1997. The Company expects to fund
internally its remaining 1997 capital budget through cash flows from
operations. The Company's 1997 capital budget includes approximately $4.2
million for potential acquisitions of producing properties. 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.

The Company's current ratio (current assets divided by current
liabilities) was 1.29 at June 30, 1997 compared with 1.13 at December 31, 1996.

The Company follows an entitlements method of accounting for its gas
imbalances. The Company's estimated gas imbalance receivables were $18.5
million at June 30, 1997 and $19.3 million at December 31, 1996. Estimated gas
imbalance liabilities were $27.3 million at June 30, 1997 and $21.7 million at
December 31, 1996. 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 1997, the Company recorded net income of $13.2
million, or $.23 per share, compared to net income of $16.9 million, or $.33
per share in the second quarter of 1996. During the first six months of 1997,
the Company recorded net income of $51.5 million, or $.91 per share, compared
to net income of $39.5 million, or $.78 per share, in the first six months of
1996.

Gas sales for the Company, excluding third party sales by Noble Gas
Marketing ("NGM"), a wholly owned subsidiary of the Company, increased 49
percent and 90 percent, respectively, for the three months and six months ended
June 30, 1997. The increase in sales is primarily due to a 46 percent and 64
percent increase, respectively, in average daily production and a 3 percent and
17 percent increase, respectively, in the average gas price for the three
months and six months ended June 30, 1997, as compared to the same periods in
1996. The substantial increase in average daily production was primarily due to
the Company's acquisition of EDC on July 31, 1996 and new properties coming on
line in the latter part of 1996, primarily in the Gulf of Mexico.

Oil sales increased 24 percent and 39 percent, respectively, for the
three months and six months ended June 30, 1997, as compared with the same
periods in 1996. The primary reasons for the increased sales were due to a 28
percent and 34 percent increase, respectively, in average daily production for
the three months and six months ended June 30, 1997, as compared to the same
periods in 1996. The average oil price decreased 3 percent for the three months
ended June 30, 1997 and increased 5 percent for the six months ended June 30,
1997, as compared with the same periods in 1996.

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. Noble
Trading Inc. ("NTI"), a wholly owned subsidiary of the Company, 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.

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

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monitors the creditworthiness of its counterparties, which generally are major
institutions, and believes that losses from nonperformance are unlikely to
occur.

During the second quarter of 1997, the Company had natural gas hedging
contracts that hedged approximately 19 percent of its average daily production.
The net effect of these hedges was a $.04 per MCF reduction in the average
natural gas price for the second quarter. Hedges for July 1997 through December
1997, which average approximately 19 percent of the Company's estimated average
daily natural gas production, were not closed at June 30, 1997. The Company
also had various crude oil hedging contracts that hedged approximately 18
percent of its average daily production during the second quarter of 1997. The
net effect of these hedges was a $.02 per BBL increase in the average crude oil
price for the second quarter. Hedges for July 1997 through December 1997,
which average approximately 18 percent of the Company's estimated average daily
crude oil production, were not closed at June 30, 1997. For the six months
ended June 30, 1997, the net effect of natural gas hedging was a $.14 per MCF
reduction in the average natural gas price. For the same period, the net effect
of crude oil hedging was a $.31 per BBL reduction in the average crude oil
price.

The Company records hedging gains and losses, as applicable, related to
its oil and gas production in oil and gas sales and royalties in the periods in
which the related contract is completed.

In addition to the hedging arrangements pertaining to the Company's
production as described above, NGM 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 1997,
NGM had hedging transactions with broker-dealers that represented approximately
454,182 MMBTU's of gas per day, which resulted in a loss of $25,000 for the
second quarter of 1997. Hedges for July 1997 through August 1998, which range
from 323 MMBTU's to 493,082 MMBTU's of gas per day for future physical
transactions, were not closed at June 30, 1997. During the second quarter of
1996, NGM had hedging transactions with broker-dealers that represented
approximately 303,000 MMBTU's of gas per day at prices ranging from $1.68 to
$2.86 per MMBTU. NGM records hedging gains and losses relating to fixed term
sales as gathering, marketing and processing revenues in the periods in which
the related contract is completed.

Certain selected oil and gas operating statistics follow:

For the three months For the six months
ended June 30, ended June 30,
-------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----

Oil revenues (in thousands).......... $ 59,692 $ 48,222 $ 128,989 $ 92,535

Average daily oil production - BBLS.. 38,434 30,091 39,015 29,203
Average oil price per BBL............ $ 17.46 $ 18.09 $ 18.71 $ 17.86

Gas revenue (in thousands)........... $ 101,793 $ 68,122 $ 246,428 $ 129,923

Average daily gas production - MCFS.. 566,852 388,826 589,393 359,673
Average gas price per MCF............ $ 2.03 $ 1.98 $ 2.37 $ 2.02

BBLS - barrels
MCF - thousand cubic feet

Oil and gas exploration expense increased $2.9 million and $15.0 million,
respectively, for the three months and six months ended June 30, 1997, as
compared to the same periods in 1996. This increase is primarily attributable
to an increase of $1.5 million and $11.6 million, respectively, in dry hole
expense, as compared with the same periods in 1996.

Oil and gas operations expense increased $14.1 million and $35.1 million,
respectively, for the three months and six months ended June 30, 1997, as
compared to the same periods in 1996. The increases are due primarily to an
increased number of properties as a result of the EDC Acquisition and new
properties commencing production in the Gulf of Mexico.

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Depreciation, depletion and amortization (DD&A) expense increased 59
percent and 80 percent, respectively, for the three months and six months ended
June 30, 1997, as compared to the same periods in 1996. 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 $6.00 for the first six months of 1997, as compared to $5.11
for the same period of 1996. The increase in the unit rate per BOE is due to
the purchase price allocation to the properties obtained in the EDC Acquisition
which averaged $7.55 per BOE for the first six months of 1997, compared with
Samedan's properties which average $5.50 per BOE for the same period. The
Company has recorded, through charges to DD&A, a reserve for estimated future
liabilities related to dismantlement and reclamation costs for offshore
facilities. Approximately $3.4 million and $7.8 million, respectively, was
charged to DD&A for the three months and six months ended June 30, 1997 for
these estimated future liabilities. This reserve is based on the best estimates
of Company engineers of such costs to be incurred in future years.

Interest expense increased $7.9 million and $16.8 million for the three
months and six months ended June 30, 1997, as compared to the same periods in
1996. This increase resulted from the increased debt associated with the EDC
Acquisition.

Interest capitalized increased $1.0 million and $1.2 million,
respectively, for the three months and six months ended June 30, 1997, as
compared to the same periods in 1996. This increase resulted from construction
projects for various properties located in the Gulf of Mexico.

FUTURE TRENDS

Over the past several years, Samedan has settled various claims which it
had against parties who had contracted to purchase gas at fixed prices which
were greater than market, or who had take-or-pay contracts with Samedan in
which such obligations to take-or-pay for quantities of gas were not fulfilled.
It is the Company's policy, which is consistent with general industry practice,
that such payments do not represent payment for gas produced and therefore, are
not subject to royalty payments. The Federal government, with respect to leases
on both onshore and offshore Federal lands, certain other governmental bodies,
and some private landowners have begun to assert claims in recent years against
oil and gas companies for royalties on some or all of such settlement amounts.

The Company participated in a joint effort with the Independent Petroleum
Association of America ("IPAA") wherein Samedan was a party to a test case
involving such a claim made with respect to a lease on Indian lands. In the
U.S. District Court for the District of Columbia, Samedan and other plaintiffs
challenged the determination by the U.S. Minerals Management Service ("MMS")
that royalties were payable to the government on certain proceeds received by
Samedan (and the other plaintiffs) with respect to a contract settlement. The
district court ruled in favor of the MMS, and a judgment in the amount of
$20,000 was awarded against Samedan. Samedan appealed this judgment, and on
August 27 1996, the U.S. Court of Appeals for the District of Columbia
overturned the U.S. District Court's decision. The appeals court decision
ordered the MMS to cease its efforts to collect royalty from Samedan for any
contract settlement that was not recoupable and in February 1997 the U.S.
Department of Justice announced that it would not seek Supreme Court action to
overturn the decision.

On July 25, 1997, the U.S. District Court for the District of Columbia,
ruling upon Samedan's and the IPAA's request for an injunction, affirmed with
respect to Samedan that royalties are not owed on non-recoupable take-or-pay
settlement payments and that the MMS is barred from taking actions in an effort
to collect these royalties from Samedan (the "District Court Ruling"). The MMS
has 60 days to appeal this order.

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.

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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, 1997.

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SIGNATURE

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

NOBLE AFFILIATES, INC.
(Registrant)

Date August 13, 1997 /s/ WM. D. DICKSON
---------------------------------
WM. D. DICKSON
Vice President-Finance and Treasurer
(Principal Financial Officer
and Authorized Signatory)

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INDEX TO EXHIBITS

Sequentially
Exhibit Numbered
Number Exhibit Page
- ------- ------- ------------
4.1 Second Indenture Supplement,
between the Company and
U.S. Trust Company of Texas,
N.A. as Trustee, relating to
$100,000,000 of the
Company's 7 1/4% Senior
Debentures Due 2097 dated as
of August 1, 1997

27.1 Financial Data Schedule