XTO Announces Common Stock Offering

XTO Energy Inc. plans to publicly offer 15,000,000 shares of its common stock. Proceeds of the offering are expected to fund a portion of its recently announced property acquisition.

The offering will be made pursuant to the Company's effective shelf registration statement. The Company has also granted the underwriters an option to purchase an additional 2,250,000 shares of common stock to cover over-allotments.

Lehman Brothers, Goldman Sachs and Morgan Stanley are joint book-running managers for the offering. Copies of the preliminary prospectus relating to the offering may be obtained from the offices of Lehman Brothers Inc., c/o Broadridge Prospectus Fulfillment, 1155 Long Island Avenue, Edgewood, NY 11717, Fax: 631-254-7268; Goldman, Sachs & Co., Attn: Prospectus Department, 85 Broad Street, New York, NY 10004, Fax: 212-902-9316; and Morgan Stanley, Attn: Domenic Ruscitti, 180 Varick Street, 2nd Floor, New York, NY 10013.

XTO Energy Inc. is a domestic natural gas producer engaged in the acquisition, exploitation and development of quality, long-lived oil and natural gas properties in the United States. Its properties are concentrated in Texas, New Mexico, Arkansas, Oklahoma, Kansas, Wyoming, Colorado, Alaska, Utah, Louisiana and Mississippi.


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