- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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 * SIMPSON BOB R	2. Issuer Name and Ticker or Trading Symbol XTO ENERGY INC [ XTO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __ X __ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) Chairman of Board
(Last)          (First)          (Middle) 810 HOUSTON STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 6/24/2010
(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	6/24/2010		A (1)		833333	A	$0	7445506	D
Common Stock	6/24/2010		F (2)		303750	D	$42.61	7141756	D
Common Stock	6/25/2010		F (3)		78368	D	$41.81	7063388	D
Common Stock								42254	I	Children
Common Stock								37500   (4)	I	Spouse
Common Stock								213120   (5)	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

Explanation of Responses:
( 1)	Grant of shares that vest immediately under Section 11 of the 2004 Stock Incentive Plan, as Amended and Restated as of May 20, 2008, as provided for in the Agreement of Grant between the Company and the reporting person dated November 18, 2008, as amended December 13, 2009 ("Agreement of Grant").
( 2)	Shares withheld in payment of tax liabilities in accordance with Rule 16b-3 upon the grant of shares under the Agreement of Grant.
( 3)	Shares withheld in payment of tax liabilities in accordance with Rule 16b-3 upon the accelerated vesting of performance shares upon the effective date of the merger with Exxon Mobil Corporation ("ExxonMobil") pursuant to the Agreement and Plan of Merger among the Company, ExxonMobil and ExxonMobil Investment Corporation dated December 13. 2009.
( 4)	The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 5)	Shares owned as of June 25, 2010 through the 401(k) Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SIMPSON BOB R 810 HOUSTON STREET FORT WORTH, TX 76102	X		Chairman of Board

Signatures
Frank G. McDonald, Attorney-in-Fact for Bob R. Simpson		6/25/2010
** 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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