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
                                                                                  
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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 *

RANDALL JACK P 		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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

10001 WOODLOCH FOREST DRIVE, SUITE 225 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/27/2010
(Street)

THE WOODLANDS, TX 77380
(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   5/27/2010     M    18514   (1) A $30.6856   (1) 124337   D    
Common Stock   5/27/2010     M    20000   (2) A $38.28   (2) 144337   D    
Common Stock   5/27/2010     M    20000   A $33.62   164337   D    
Common Stock                  1500   I   IRA Account  
Common Stock                  2900   I   Spouse's IRA Account  

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) 2004 Plan   $30.6856   (1) 5/27/2010     M         18514   (1)     (1) 11/15/2012   Common Stock   18514   $0   0   D    
Stock Option (right to buy) 2004 Plan   $38.28   (2) 5/27/2010     M         20000   (2)     (2) 11/21/2013   Common Stock   10000   $0   0   D    
Stock Option (right to buy) 2004 Plan   $33.62   5/27/2010     M         20000      (3) 11/18/2015   Common Stock   10000   $0   0   D    

Explanation of Responses:
( 1)  As adjusted for a five-for-four stock split effected on December 13, 2007 and the value of the dividend of Hugoton Royalty Trust units of beneficial interest to holders of XTO Energy common stock on May 12, 2006 ("HGT Distribution"). Exercise of the remaining portion of an option originally reported as an option to purchase 16,000 shares at an exercise price of $39.90 per share. 50% of the options became exercisable when the common stock closed at or above $45, and the remaining 50% became exercisable when the common stock closed at or above $48.17 (as adjusted for the HGT Distribution).
( 2)  As adjusted for a five-for-four stock split effected on December 13, 2007. Exercise of an option originally reported as an option to purchase 16,000 shares at an exercise price of $47.85 per share. 50% of the options became exercisable when the common stock closed at or above $52.50, and the remaining 50% became exercisable when the common stock closed at or above $57.50.
( 3)  50% of the options became exercisable when the common stock closed at or above $40 and the remaining 50% became exercisable when the common stock closed at or above $45.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RANDALL JACK P
10001 WOODLOCH FOREST DRIVE, SUITE 225
THE WOODLANDS, TX 77380 		X



Signatures
Frank G. McDonald, Attorney-in-Fact for Jack P. Randall 6/1/2010
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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