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 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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * KEISER ROBERT L   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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 840 GESSNER ROAD, SUITE 1400 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2010 (Street) HOUSTON, TX 77024 4. If Amendment, Date Original Filed(Month/Day/Year) 01/03/2011 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 12/30/2010   M   4,055 A $ 37.51 40,472 D   Common Stock 12/30/2010   M   10,945 A $ 37.54 51,417 D   Common Stock 12/30/2010   S   10,945 D $ 37.54 40,472 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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)

$ 23.8

12/30/2010

M

15,000

02/23/2007(1)

02/23/2011

Common

15,000

$ 23.8

15,000 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KEISER ROBERT L 840 GESSNER ROAD, SUITE 1400 HOUSTON, TX 77024	X

Signatures

Lisa A. Machesney, Attorney-in-Fact for Robert L. Keiser		01/05/2011
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	33 1/3% of option became exercisable on February 23, 2007 and an additinal 33 1/3% became exercisable on each of the next two one-year anniversaries of such date.
(2)	On March 30, 2007, the common stock for Cabot Oil & Gas Corporation split 2 for 1, resulting in the reporting person's acquisition of 15,000 additional shares of common stock. This is an amendment to Form 4 originally filed on 01/03/2011 wherein the Number of Derivitive Securities Beneficially Owned Following Reported Transaction had not been increased to include the stock split.

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