FORM 4
[ X ] 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 *

SHERMAN SCOTT G 		2. Issuer Name and Ticker or Trading Symbol

XTO ENERGY INC [ XTO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

777 TAYLOR STREET, SUITE 1135 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/25/2010
(Street)

FORT WORTH 76102
(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   6/25/2010     D (1)    126660   D   (1) 0   D    
Common Stock   6/25/2010     D (1)    459406   D   (1) 0   I   By Partnership  

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
Stock Option (right to buy) Amended 2004 Plan   $38.28   6/25/2010     D   (2)       20000      (2) 11/21/2013   Common Stock   20000     (2) 0   D    
Stock Option (right to buy) Amended 2004 Plan   $50.304   6/25/2010     D   (3)       20000      (3) 11/13/2014   Common Stock   20000     (3) 0   D    
Stock Option (right to buy) Amended 2004 Plan   $33.62   6/25/2010     D   (4)       20000      (4) 11/18/2015   Common Stock   20000     (4) 0   D    

Explanation of Responses:
( 1)  Disposed of pursuant to the Agreement and Plan of Merger among XTO Energy Inc., Exxon Mobil Corporation ("ExxonMobil") and ExxonMobil Investment Corporation dated December 13, 2009. Each share of common stock was exchanged for .7098 shares of ExxonMobil common stock having a market value of $59.10 per share on the effective date of the merger.
( 2)  This option, which vested in 50% increments when the common stock traded at or above $52.50 and $57.50 on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 14,196 shares of ExxonMobil common stock for $53.94 per share with an expiration date of June 25, 2012.
( 3)  This option, which vested in 50% increments when the common stock traded at or above $56.00 and $60.00 on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 14,196 shares of ExxonMobil common stock for $70.88 per share with an expiration date of June 25, 2012.
( 4)  This option, which vested in 50% increments when the common stock traded at or above $40.00 and $45.00 on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 14,196 shares of ExxonMobil common stock for $47.37 per share with an expiration date of June 25, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SHERMAN SCOTT G
777 TAYLOR STREET, SUITE 1135
FORT WORTH 76102 		X



Signatures
Frank G. McDonald, Attorney-in-Fact for Scott G. Sherman 6/28/2010
** 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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