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


                                    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): MAY 20, 2004


                                NOBLE CORPORATION
             (Exact name of Registrant as specified in its charter)


                                                                                  
        CAYMAN ISLANDS                                         0-13857                               98-0366361
(State or other jurisdiction of                         (Commission file number)        (I.R.S. employer identification number)
 incorporation or organization)


            13135 SOUTH DAIRY ASHFORD, SUITE 800
                     SUGAR LAND, TEXAS                                                           77478
          (Address of principal executive offices)                                            (Zip code)


       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100

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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (c) Exhibits

            Exhibit 99.1  Noble Corporation and Subsidiaries Fleet Status Update
                          as of May 20, 2004.


ITEM 9. REGULATION FD DISCLOSURE.

      The Registrant hereby incorporates by reference into this Item 9 the Noble
Corporation and Subsidiaries Fleet Status Update as of May 20, 2004 of the
Registrant, which is attached as Exhibit 99.1 and will be published on the
Registrant's web site at http://www.noblecorp.com. The report provides certain
summary information about the operations of the drilling units of the
Registrant. The report is being furnished in accordance with Rule 101 (e) (1)
under Regulation FD and shall not be deemed to be filed.

      The Noble Corporation and Subsidiaries Fleet Status Update as of May 20,
2004 contains forward-looking statements about the Registrant's business,
financial condition and prospects. The Registrant's actual results could differ
materially from those indicated by the forward-looking statements because of
various risks and uncertainties, including, without limitation, the following:

   o  volatility in crude oil and natural gas prices;

   o  changes in customers' drilling programs or budgets due to their own
      internal corporate events, changes in the markets and prices for oil and
      gas, or shifts in the relative strengths of various geographic drilling
      markets brought on by things such as a general economic slowdown, or
      regional or worldwide recession, any of which could result in
      deterioration in demand for the Registrant's drilling services;

   o  the Registrant's inability to execute any of its business strategies;

   o  changes in the tax laws, tax treaties or tax regulations, or the
      interpretation or enforcement thereof, including taxing authorities not
      agreeing with our assessment of the effects of such laws, treaties and
      regulations;

   o  cancellation by customers of drilling contracts or letter agreements or
      letters of intent for drilling contracts or their exercise of early
      termination provisions generally found in the Registrant's drilling
      contracts;

   o  intense competition in the drilling industry;

   o  changes in the rate of economic growth in the U.S. or in other major
      international economies;

   o  political and economic conditions in markets where the Registrant from
      time to time operates;

   o  adverse weather (such as hurricanes and monsoons) and seas;

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   o  operational risks (such as blowouts, fires and loss of production);
      changes in oil and gas drilling technology or in competitors' drilling rig
      fleets that could make the Registrant's drilling rigs less competitive or
      require major capital investment to keep them competitive;

   o  costs and effects of unanticipated legal and administrative proceedings;

   o  cost overruns or delays in shipyard repair, maintenance, conversion or
      upgrade projects;

   o  limitations on the Registrant's insurance coverage or its inability to
      obtain or maintain insurance coverage at rates and with deductible amounts
      that it believes are commercially reasonable;

   o  the discovery of significant additional oil and/or gas reserves or the
      construction of significant oil and/or gas delivery or storage systems
      that impact regional or worldwide energy markets;

   o  requirements and potential liability imposed by governmental regulation of
      the drilling industry (including environmental regulation);

   o  acts of war or terrorism;

   o  significant changes in trade, monetary or fiscal policies worldwide,
      including changes in interest rates; and

   o  currency fluctuations between the U.S. dollar and other currencies.

      All of the foregoing risks and uncertainties are beyond the Registrant's
ability to control, and in many cases, the Registrant cannot predict the risks
and uncertainties that could cause its actual results to differ materially from
those indicated by the forward-looking statements. When used in this report, the
words "believes", "anticipates", "expects", "plans" and similar expressions as
they relate to the Registrant or its management are intended to identify
forward-looking statements.

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                                   SIGNATURES

      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 CORPORATION

Date: May 20, 2004                  By: /s/ MARK A. JACKSON
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                                        Mark A. Jackson,
                                        Senior Vice President-Finance, Chief
                                        Financial Officer, Treasurer, Controller
                                        and Assistant Secretary


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                                INDEX TO EXHIBITS

Exhibit No.            Description
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Exhibit 99.1           Noble Corporation and Subsidiaries Fleet Status Update
                       as of May 20, 2004.