XTO Prices Common Stock Offering

XTO Energy Inc. has priced a public offering of 15,000,000 shares of its common stock at a price to the public of $60.50 per share. All shares are being sold by XTO Energy. Proceeds of the offering are expected to fund a portion of its recently announced acquisition. XTO Energy also has granted the underwriters a 30-day option to purchase up to 2,250,000 additional shares of its common stock solely to cover over-allotments, if any. The offering is expected to settle and close on June 11, 2007, subject to customary closing conditions.

Lehman Brothers, Goldman Sachs and Morgan Stanley are joint book-running managers for the offering. Copies of the prospectus supplement 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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