Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Walker Thomas Hodge
2. Date of Event Requiring Statement (Month/Day/Year)
02/19/2018
3. Issuer Name and Ticker or Trading Symbol
NOBLE ENERGY INC [NBL]
(Last)
(First)
(Middle)
1001 NOBLE ENERGY WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, U.S. Onshore
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

HOUSTON, TX 77070
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Noble Energy, Inc. Common Stock 41,578
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Grant (Right to Buy)   (1) 01/30/2019 Noble Energy, Inc. Common Stock 6,268 $ 25.1025 D  
Employee Stock Option Grant (Right to Buy)   (1) 02/01/2020 Noble Energy, Inc. Common Stock 4,470 $ 37.545 D  
Employee Stock Option Grant (Right to Buy)   (1) 02/01/2021 Noble Energy, Inc. Common Stock 4,852 $ 45.2025 D  
Employee Stock Option Grant (Right to Buy)   (1) 02/01/2022 Noble Energy, Inc. Common Stock 4,958 $ 50.91 D  
Employee Stock Option Grant (Right to Buy)   (1) 02/01/2023 Noble Energy, Inc. Common Stock 6,316 $ 54.595 D  
Employee Stock Option Grant (Right to Buy)   (1) 01/31/2024 Noble Energy, Inc. Common Stock 4,491 $ 62.33 D  
Employee Stock Option Grant (Right to Buy)   (1) 01/30/2025 Noble Energy, Inc. Common Stock 12,034 $ 47.74 D  
Employee Stock Option Grant (Right to Buy)   (1) 02/01/2026 Noble Energy, Inc. Common Stock 17,244 $ 31.65 D  
Phantom Unit 02/01/2019 02/01/2019 Noble Energy, Inc. Common Stock 5,502 $ (2) D  
Employee Stock Option Grant (Right to Buy)   (1) 02/01/2027 Noble Energy, Inc. Common Stock 10,055 $ 39.46 D  
Employee Stock Option Grant (Right to Buy)   (3) 02/01/2028 Noble Energy, Inc. Common Stock 14,326 $ 30.89 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker Thomas Hodge
1001 NOBLE ENERGY WAY
HOUSTON, TX 77070
      SVP, U.S. Onshore  

Signatures

/s/ Aaron G. Carlson, Attorney-in-Fact 02/21/2018
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The option is exercisable in three equal annual installments beginning one year after the date of grant.
(2) Each phantom unit is the economic equivalent of one share of Noble Energy, Inc. Common Stock, to be settled in cash upon vesting and subject to a maximum settlement value of $126.60 per unit plus the equivalent value of accrued and unpaid dividends. Phantom units were granted under the 1992 Plan and will vest three years after the date of grant upon, and subject to a formula related to, the Company's achievement of certain levels of total shareholder return (TSR) relative to a pre-determined industry peer group.
(3) The option is exercisable in three equal annual installments beginning one year after the date of grant, granted under the 2017 Plan.

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