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 *

Cunningham George Kevin 		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)
Vice Pres. & General Counsel
(Last)          (First)          (Middle)

CABOT OIL & GAS CORPORATION, 840 GESSNER ROAD, SUITE 1400 		3. Date of Earliest Transaction (MM/DD/YYYY)

2/16/2012
(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   2/17/2012     A (1)    3272   A $ 0   13272   (2) D    
Common Stock   2/17/2012     F (3)    953   D $35.18   12319   D    
Common Stock                  5158   (6) I   Held in 401(k) Plan  

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   2/16/2012     A      7163         (4) 12/31/2014   (4) Common   7163   $ 0   7163   D    
Stock Appreciation Right   $35.18   2/16/2012     A      7345         (5) 2/16/2019   (5) Common   7345   $ 0   7345   D    

Explanation of Responses:
( 1)  One-third vesting of a hybrid performance share award made on February 17, 2011.
( 2)  The total beneficial ownership has been adjusted to reflect a two-for-one stock split, payable on January 25, 2012.
( 3)  Disposition of shares to cover tax liability on the hybrid performance share vesting.
( 4)  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, beginning January 1, 2012 and ending December 31, 2014.
( 5)  SAR becomes exerciseable for common stock in increments of one-third on each of the first three anniversaries of the date of grant.
( 6)  Based on a statement dated December 31, 2011 for shares held by the reporting person under the Cabot Oil & Gas Savings Investment Plan.

Remarks:
Exhibit List: Exhibit 24, Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Cunningham George Kevin
CABOT OIL & GAS CORPORATION
840 GESSNER ROAD, SUITE 1400
HOUSTON, TX 77024

Vice Pres. & General Counsel

Signatures
Deidre L. Shearer, Attorney-in-Fact for George Kevin Cunningham 2/21/2012
** 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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