UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2005

NEWFIELD EXPLORATION COMPANY

Registrant’s telephone number, including area code: (281) 847-6000

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Table of Contents

Item 1.01 Entry into a Material Definitive Agreement

     On February 8, 2005, the Compensation Committee of the Board of Directors (the “Board”) of Newfield Exploration Company (“Newfield”) granted restricted stock awards to the executive officers named below pursuant to the Newfield Exploration Company 2004 Omnibus Stock Plan. The number of restricted shares granted to each of such executive officers is set forth opposite his or her name below. Each of the awards is governed by a restricted stock agreement, the form of which is attached to this report as Exhibit 10.1 and is incorporated herein by reference.

Item 2.02 Results of Operations and Financial Condition

     On February 9, 2005, Newfield issued a press release announcing significant exploration discoveries in the North Sea, deepwater Gulf of Mexico and onshore Gulf Coast. A copy of the press release is furnished herewith as Exhibit 99.1.

     Also on February 9, 2005, Newfield issued a press release announcing its fourth quarter and full-year 2004 financial and operating results. A copy of the press release is furnished herewith as Exhibit 99.2.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     On February 9, 2005, Joe B. Foster and Charles W. Duncan, Jr. elected to retire as directors of Newfield effective as of the close of business on May 4, 2005 and to not stand for reelection to the Board at Newfield’s 2005 annual meeting of stockholders. Also on February 9, 2005, as a result of the corporate policies of her new employer, Claire S. Farley tendered her resignation as a director of Newfield effective as of the close of business on May 4, 2005 and elected to not stand for reelection to the Board at Newfield’s 2005 annual meeting of stockholders. In connection with the retirements of Messrs. Foster and Duncan and the resignation of Ms. Farley, the number of directors constituting Newfield’s Board was decreased from fourteen to eleven effective as of the close of business on May 4, 2005.

Item 9.01 Financial Statements and Exhibits

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index