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)

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

840 GESSNER ROAD, SUITE 1400 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2011
(Street)

HOUSTON, TX 77024
(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   2/18/2011     A (1)    13433   A $40.56   552370   D    
Common Stock   2/18/2011     F (2)    4897   D $40.56   547473   D    
Common Stock   2/19/2011     A (3)    23640   A $40.56   571113   D    
Common Stock   2/19/2011     F (2)    8617   D $40.56   562496   D    
Common Stock   2/20/2011     A (4)    10025   A $40.56   572521   D    
Common Stock   2/20/2011     F (2)    3655   D $40.56   568866   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   (5) 2/17/2011     A      43697       12/31/2013   (5) 12/31/2013   (5) Common   43697   $0   443442   D    
Stock Appreciation Right   $40.74   2/17/2011     A      45137       2/17/2012   (6) 2/17/2018   (6) Common   45137   $40.74   488579   D    

Explanation of Responses:
( 1)  One-third vesting of hybrid performance share award made on February 18, 2010. Total award of 40,300 shares vest one-third on each of the three one year anniversary dates following February 18, 2010, provided the company has $100 million or more of operating cash flow in the fiscal year prior to vesting.
( 2)  Disposition of shares to cover tax liability on the hybrid performance share vesting.
( 3)  One-third vesting of hybrid performance share award made on February 19, 2009. Total award of 70,920 shares vest one-third on each of the three one year anniversary dates following February 19, 2009, provided the company has $100 million or more of operating cash flow in the fiscal year prior to vesting.
( 4)  One-third vesting of a hybrid performance share award made on February 20, 2008. Total award of 30,075 shares vest one-third on each of the three one year anniversary dates following February 20, 2008, provided the company has positive operating income in the fiscal year prior to vesting.
( 5)  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.
( 6)  Grant to reporting person under 2004 Incentive Plan. SAR becomes exerciseable in increments of one-third, (i.e. 15,045, 15,046, and 15,046) on February 17, 2012, February 17, 2013 and February 17, 2014, respectively.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DINGES DAN O
840 GESSNER ROAD, SUITE 1400
HOUSTON, TX 77024 		X
Chairman, President & CEO

Signatures
Lisa A. Machesney, Attorney-in-Fact for Dan O. Dinges 2/22/2011
** 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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