FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DINGES DAN O 		2. Issuer Name and Ticker or Trading Symbol

CABOT OIL & GAS CORP [ COG ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman, President & CEO
(Last)          (First)          (Middle)

1200 ENCLAVE PARKWAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/19/2009
(Street)

HOUSTON, TX 77077-1607
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/20/2009     A (1)    10025   A $21.46   692960   D    
Common Stock   2/22/2009     A (2)    10534   A $21.46   703494   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares   $0   (3) 2/19/2009     A     73250       12/31/2011   (3) 12/31/2011   (3) Common   73250   $0   313625   D    
Stock Appreciation Right   $22.625   2/19/2009     A     78210       2/19/2010   (4) 2/19/2016   (4) Common   78210   $22.625   391835   D    

Explanation of Responses:
( 1)  One-third vesting of a hybrid performance share award made on February 20, 2008. Total award of 30,075 shares vests one-third on each of the three one year anniversary dates following February 20, 2008, provided the Company has positive operating income in the year prior to the vesting.
( 2)  One-third vesting of a hybrid performance share award made on February 22, 2007. Total award of 31,600 shares vests one-third on each of the three one year anniversary dates following February 22, 2007, provided the Company has positive operating income in the year prior to the vesting.
( 3)  The performance shares provide for payment in common stock and cash in an amount ranging from 0-200% of the performance shares awarded based upon certain performance criteria over a three year performance period.
( 4)  Grant to Reporting Person under 2004 Incentive Plan. SAR becomes exercisable in increments of one-third, (i.e. 26,070, 26,070 and 26,070) on February 19, 2010, February 19, 2011 and February 19, 1012, respectively.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DINGES DAN O
1200 ENCLAVE PARKWAY
HOUSTON, TX 77077-1607

Chairman, President & CEO

Signatures
Lisa A. Machesney, Attorney-in-Fact for Dan O. Dinges 2/23/2009
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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