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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 5, 2004

                                NOBLE CORPORATION
             (Exact name of Registrant as specified in its charter)


                                                         
        CAYMAN ISLANDS                      0-13857                           98-0366361
(State or other jurisdiction of    (Commission file number)    (I.R.S. employer identification number)
incorporation or organization)


       13135 SOUTH DAIRY ASHFORD, SUITE 800
                SUGAR LAND, TEXAS                                77478
     (Address of principal executive offices)                  (Zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100

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                                                                        FORM 8-K

ITEM 7.           FINANCIAL STATEMENTS AND EXHIBITS.

                  (c) Exhibits

                      Exhibit 99.1  Noble Corporation and Subsidiaries Fleet
                                    Status Update as of April 5, 2004.

ITEM 9.           REGULATION FD DISCLOSURE.

         The Registrant hereby incorporates by reference into this Item 9 the
Noble Corporation and Subsidiaries Fleet Status Update as of April 5, 2004 of
the Registrant, which is attached as Exhibit 99.1 and will be published on the
Registrant's web site at http://www.noblecorp.com. The report provides certain
summary information about the operations of the drilling units of the
Registrant. The report is being furnished in accordance with Rule 101 (e) (1)
under Regulation FD and shall not be deemed to be filed.

         The Noble Corporation and Subsidiaries Fleet Status Update as of April
5, 2004 contains forward-looking statements about the Registrant's business,
financial condition and prospects. The Registrant's actual results could differ
materially from those indicated by the forward-looking statements because of
various risks and uncertainties, including, without limitation, the following:

     -   volatility in crude oil and natural gas prices;

     -   changes in customers' drilling programs or budgets due to their own
         internal corporate events, changes in the markets and prices for oil
         and gas, or shifts in the relative strengths of various geographic
         drilling markets brought on by things such as a general economic
         slowdown, or regional or worldwide recession, any of which could result
         in deterioration in demand for the Registrant's drilling services;

     -   the Registrant's inability to execute any of its business strategies;

     -   changes in the tax laws, tax treaties or tax regulations, or the
         interpretation or enforcement thereof, including taxing authorities not
         agreeing with our assessment of the effects of such laws, treaties and
         regulations;

     -   cancellation by customers of drilling contracts or letter agreements or
         letters of intent for drilling contracts or their exercise of early
         termination provisions generally found in the Registrant's drilling
         contracts;

     -   intense competition in the drilling industry;

     -   changes in the rate of economic growth in the U.S. or in other major
         international economies;

     -   political and economic conditions in markets where the Registrant from
         time to time operates;

     -   adverse weather (such as hurricanes and monsoons) and seas;

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                                                                        FORM 8-K

     -   operational risks (such as blowouts, fires and loss of production);
         changes in oil and gas drilling technology or in competitors' drilling
         rig fleets that could make the Registrant's drilling rigs less
         competitive or require major capital investment to keep them
         competitive;

     -   costs and effects of unanticipated legal and administrative
         proceedings;

     -   cost overruns or delays in shipyard repair, maintenance, conversion or
         upgrade projects;

     -   limitations on the Registrant's insurance coverage or its inability to
         obtain or maintain insurance coverage at rates and with deductible
         amounts that it believes are commercially reasonable;

     -   the discovery of significant additional oil and/or gas reserves or the
         construction of significant oil and/or gas delivery or storage systems
         that impact regional or worldwide energy markets;

     -   requirements and potential liability imposed by governmental regulation
         of the drilling industry (including environmental regulation);

     -   acts of war or terrorism;

     -   significant changes in trade, monetary or fiscal policies worldwide,
         including changes in interest rates; and

     -   currency fluctuations between the U.S. dollar and other currencies.

         All of the foregoing risks and uncertainties are beyond the
Registrant's ability to control, and in many cases, the Registrant cannot
predict the risks and uncertainties that could cause its actual results to
differ materially from those indicated by the forward-looking statements. When
used in this report, the words "believes", "anticipates", "expects", "plans" and
similar expressions as they relate to the Registrant or its management are
intended to identify forward-looking statements.

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                                                                        FORM 8-K

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                              NOBLE CORPORATION

Date: April 5, 2004           By: /s/ MARK A. JACKSON
                                  --------------------------------------------
                                  Mark A. Jackson,
                                  Senior Vice President-Finance, Chief Financial
                                  Officer, Treasurer, Controller and Assistant
                                  Secretary

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                                                                        FORM 8-K

                                INDEX TO EXHIBITS



Exhibit No.       Description
-----------       -----------
               
Exhibit 99.1      Noble Corporation and Subsidiaries Fleet Status Update as of
                  April 5, 2004.


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