FORM 4 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 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(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * MACHESNEY LISA A   2. Issuer Name and Ticker or Trading Symbol CABOT OIL & GAS CORP [COG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP & Mang. Counsel (Last) (First) (Middle) 840 GESSNER ROAD, SUITE 1400 3. Date of Earliest Transaction (Month/Day/Year) 02/16/2012 (Street) HOUSTON, TX 77024 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 02/17/2012   A(1)   3,436 A $ 0 193,304 (2) D   Common Stock 02/17/2012   F(3)   1,253 D $ 35.18 192,051 D   Common Stock 02/18/2012   A(4)   3,444 A $ 0 195,495 D   Common Stock 02/18/2012   F(3)   1,256 D $ 35.18 194,239 D   Common Stock 02/19/2012   A(5)   7,048 A $ 0 201,287 D   Common Stock 02/19/2012   F(3)   2,569 D $ 35.18 198,718 D   Common Stock               3,910 (6) I Held in 401(k) Plan Common Stock               1,200 I Held by Children

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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 (Month/Day/Year)

7. Title and Amount of Underlying Securities (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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MACHESNEY LISA A 840 GESSNER ROAD, SUITE 1400 HOUSTON, TX 77024			VP & Mang. Counsel

Signatures

Lisa A. Machesney		02/21/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	One-third vesting of a hybrid performance share award made on February 17, 2011.
(2)	The total beneficial ownership has been adjusted to reflect a two-for-one stock split, payable on January 25, 2012.
(3)	Disposition of shares to cover tax liability on the hybrid performance share vesting.
(4)	One-third vesting of hybrid performance share award made on February 18, 2010.
(5)	One-third vesting of hybrid performance share award made on February 19, 2009.
(6)	Based on a statement dated December 31, 2011 for shares held by the reporting person under the Cabot Oil & Gas Savings Investment Plan.
Remarks: Exhibit List:  Exhibit 24, Power of Attorney

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