- Statement of Changes in Beneficial Ownership (4)

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	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 * HUTTON KEITH A	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) Chief Executive Officer
(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)		3532336	D	(1)	0	D
Common Stock	6/25/2010		D (1)		57206   (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	$32.8680	6/25/2010		D   (3)			16249	(3)	5/16/2013	Common Stock	16249	(3)	0	D
Stock Option (right to buy) Amended 2004 Plan	$38.28	6/25/2010		D   (4)			281249	(4)	11/21/2013	Common Stock	281249	(4)	0	D
Stock Option (right to buy) Amended 2004 Plan	$50.304	6/25/2010		D   (5)			943605	(5)	11/13/2014	Common Stock	943605	(5)	0	D
Stock Option (right to buy) Amended 2004 Plan	$69.30	6/25/2010		D   (6)			225000	(6)	5/20/2015	Common Stock	225000	(6)	0	D
Stock Option (right to buy) Amended 2004 Plan	$33.62	6/25/2010		D   (7)			300000	(7)	11/18/2015	Common Stock	300000	(7)	0	D
Stock Option (right to buy) Amended 2004 Plan	$41.99	6/25/2010		D   (8)			343897	(8)	5/19/2016	Common Stock	343897	(8)	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 1, Column 4 that were held directly included 78,000 performance shares that would have vested in 50% increments when the Company's common stock closed at or above $50 and $55, respectively. These performance shares were converted into 55,364 restricted shares of ExxonMobil common stock that will vest on June 25, 2011.
( 2)	Shares owned as of June 25, 2010 through the 401(k) Plan.
( 3)	This option, one-third of which vested when the common stock closed at or above $50.00 on the New York Stock Exchange and the remainder of 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 11,533 shares of ExxonMobil common stock for $46.31 per share.
( 4)	This option, one-third of which vested in 50% increments when the common stock closed at or above $52.50 and $57.50 on the New York Stock Exchange and the remainder of which vested ratably over a three year period commencing on November 21, 2007, was assumed by ExxonMobil in the merger and replaced with an option to purchase 199,629 shares of ExxonMobil common stock for $53.94 per share.
( 5)	This option, half of which vested in 50% increments when the common stock closed at or above $56.00 and $60.00 on the New York Stock Exchange,and the remainder of which vested ratably on November 13, 2008, November 13, 2009 and June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 669,769 shares of ExxonMobil common stock for $70.88 per share.
( 6)	This option, 33.33% of which vested in 50% increments on May 20, 2009 and May 20, 2010 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 159,704 shares of ExxonMobil common stock for $97.64 per share.
( 7)	This option, one-half of which vested when the common stock closed at or above $45.00 on the New York Stock Exchange, 16.67% of which vested on November 18, 2009 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 212,940 shares of ExxonMobil common stock for $47.37 per share.
( 8)	This option, 16.67% of which vested on May 19, 2010 and the remainder of which vested on June 25, 2010 upon effectiveness of the merger, was assumed by ExxonMobil in the merger and replaced with an option to purchase 244,097 shares of ExxonMobil common stock for $59.16 per share.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
HUTTON KEITH A 810 HOUSTON STREET FORT WORTH, TX 76102	X		Chief Executive Officer

Signatures
Frank G. McDonald, Attorney-in-Fact for Keith A. Hutton		6/28/2010
** Signature of Reporting Person		Date

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