____________________________________________________________________________
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13E-4/A
AMENDMENT NO. 3
______________________
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934)
______________________
CROSS TIMBERS OIL COMPANY
(Name of Issuer)
CROSS TIMBERS OIL COMPANY
(Name of Person Filing Statement)
Common Stock, Par Value $.01 227573 10 2
(Title of Class of Securities) (CUSIP Number of Class of
Securities)
Louis G. Baldwin Copy to:
Senior Vice President and Chief Financial Officer Thomas W. Briggs, Esq.
Cross Timbers Oil Company Kelly, Hart & Hallman, P.C.
810 Houston Street 201 Main Street, Suite 2500
Fort Worth, Texas 76102 Fort Worth, Texas 76102
817-870-2800 (817) 332-2500
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
August 12, 1996
(Date Tender Offer First Published, Sent or Given to Security Holders)
Calculation of Filing Fee
<TABLE>
___________________________________________________________________________
Amount
Transaction Valuation* of Filing Fee
<S> <C>
$58,953,125 $11,791 **
___________________________________________________________________________
</TABLE>
* For purposes of calculating the fee only. The market value of the
Common Stock proposed to be acquired was established by multiplying the
average of 21 1/2 and 21 3/8 (the high and low sale prices on August 8, 1996)
by 2,750,000, the maximum number of shares of Common Stock which the Company
has offered to acquire. The amount of the filing fee, calculated in
accordance with Regulation 240.0-11 of the Securities Exchange Act of 1934,
equals 1/50 of one percent of the value of the securities to be acquired.
** Previously paid.
[_] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
____________________________________________________________________________
____________________________________________________________________________
<PAGE>
<PAGE>
Item 8. Additional Information.
Item 8(e) is amended by the addition of the information set forth in the
press release dated September 10, 1996, a copy of which is attached hereto as
Exhibit 99.13, which information is incorporated herein by reference.
Item 9. Material to be Filed as Exhibits.
Item 9 is amended by the addition of the following Exhibit:
99.13 Text of press release dated September 10, 1996.<PAGE>
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and
correct.
CROSS TIMBERS OIL COMPANY
September 10, 1996
By: /s/Louis G. Baldwin
Louis G. Baldwin
Senior Vice President and
Chief Financial Officer
EXHIBIT 99.13
Number: 96-18
CROSS TIMBERS OIL ANNOUNCES
PRELIMINARY RESULTS OF EXCHANGE OFFER
FORT WORTH, TX (September 10, 1996) - Cross Timbers Oil Company (NYSE-
XTO) announced today the preliminary results of its offer to exchange shares
of the Company's new Series A Convertible Preferred Stock for up to 2,750,000
shares of the Company's Common Stock. The offer expired at Midnight, Eastern
time, on Monday, September 9, 1996.
According to the Company's preliminary count, 1,323,211 shares of Common
Stock were tendered and not withdrawn (59,459 of which were submitted subject
to Notices of Guaranteed Delivery) and were exchanged for 1,137,961 shares of
Series A Convertible Preferred Stock.
"We are pleased with the results of the exchange offer," Bob R. Simpson,
Chairman and Chief Executive Officer stated. "Shareholders desiring higher
income were able to exchange their common stock for preferred shares, while
those retaining common stock will enjoy a proportionate increase in the
common equity of the Company."
ChaseMellon Shareholder Services, L.L.C., the Exchange Agent for the
Offer, will begin promptly issuing shares of Series A Preferred Stock after
the final tender results are calculated. Final results should be available
later this week.
Cross Timbers Oil Company, one of the nation's fastest growing
independents, is engaged in the acquisition, exploitation and development of
quality, long-lived producing oil and gas properties. The firm, whose
predecessor companies were established in 1986, completed its initial public
offering in May 1993. Its properties are concentrated in Texas, Oklahoma,
Kansas, New Mexico and Wyoming.
Contact: Louis G. Baldwin
Senior Vice President and Chief Financial Offer
Cross Timbers Oil Company
817/870-2800
