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 *

KNIFFEN BENNIE G 		2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Sr. VP and Controller
(Last)          (First)          (Middle)

810 HOUSTON STREET 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/25/2010
(Street)

FORT WORTH, TX 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)    414259   D   (1) 0   D    
Common Stock   6/25/2010     D (1)    147731   (2) D   (1) 0   I   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
Stock Option (right to buy) Amended 2004 Plan   $19.1641   6/25/2010     D   (3)       188802      (3) 11/16/2011   Common Stock   188802     (3) 0   D    
Stock Option (right to buy) Amended 2004 Plan   $32.868   6/25/2010     D   (4)       43750      (4) 5/16/2013   Common Stock   43750     (4) 0   D    
Stock Option (right to buy) Amended 2004 Plan   $69.30   6/25/2010     D   (5)       50000      (5) 5/20/2015   Common Stock   50000     (5) 0   D    
Stock Option (right to buy) Amended 2004 Plan   $41.99   6/25/2010     D   (6)       40000      (6) 5/19/2016   Common Stock   40000     (6) 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. Shares reported in Table I, Column 4 that were held directly included 15,909 restricted shares that were converted into 11,291 restricted shares of ExxonMobil stock and 26,307 performance shares that were converted into 8,552 performance shares of ExxonMobil stock and 10,119 restricted shares of ExxonMobil stock that will vest on June 25, 2011.
( 2)  Shares owned as of June 25, 2010 through the 401(k) Plan.
( 3)  This option, which vested in 50% increments when the common stock traded at or above $37.50 and $42.50 on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 134,011 shares of ExxonMobil common stock for $27.00 per share.
( 4)  This option, which vested ratably over a three year period commencing on May 16, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 31,053 shares of ExxonMobil common stock for $46.31 per share.
( 5)  This option, 33.33% of which vested in 50% increments on May 20, 2009 and May 20, 2010, 16.67% of which will vest on May 20, 2011 and the remainder of which would have vested when the common stock closed at or above $90.00 on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 35,490 shares of ExxonMobil common stock for $97.64 per share.
( 6)  This option, 16.67% of which vested on May 19, 2010 and the remainder of which was scheduled to vest in 50% increments on the earlier to occur of May 19, 2011 and May 19, 2012 or in 50% increments when the common stock closed at or above $50.00 and $54.00, respectively, on the New York Stock Exchange, was assumed by ExxonMobil in the merger and replaced with an option to purchase 28,392 shares of ExxonMobil common stock for $59.16 per share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
KNIFFEN BENNIE G
810 HOUSTON STREET
FORT WORTH, TX 76102

Sr. VP and Controller

Signatures
Frank G. McDonald, Attorney-in-Fact for Bennie G. Kniffen 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.
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