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): AUGUST 18, 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
incorporation or organization)                            identification number)

  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

                                                                        FORM 8-K

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits

       Exhibit 99.1     Noble Corporation and Subsidiaries Fleet Status Update
                        as of August 18, 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 August 18, 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 August
18, 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: August 18, 2004               By: /s/ MARK A. JACKSON
                                        ----------------------------------------
                                        Mark A. Jackson,
                                        Senior Vice President, 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
                  August 18, 2004.



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