Company Name: XTO Energy Inc.
Public Availability Date: February 13, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

January30, 2008

HAND DELIVERY

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Re: XTO Energy Inc.: Omission of Stockholder Proposal of College Retirement Equities Fund

Ladies and Gentlemen:

On behalf of XTO Energy Inc. ("XTO" or the "Company"), we respectfully request that the staff of the Division of Corporation Finance (the "Staff") concur that it will not recommend enforcement action to the Securities and Exchange Commission (the "Commission") if XTO omits from its 2008 proxy materials a stockholder proposal and statement of support submitted by TIAA-CREF on behalf of the College Retirement Equities Fund (the "Proponent") for inclusion in the Company's 2008 proxy materials. The proposal and supporting statement are collectively referred to as the "Proposal" and are enclosed herewith.

We also have enclosed, pursuant to Rule 14a-8(j) under the Securities Exchange Act of 1934, as amended, five additional copies of this letter and the Proposal. We are sending a copy of this letter to the Proponent as formal notice of XTO's intention to exclude the Proposal from its 2008 proxy materials.

The Proposal, submitted to the Company on November 15, 2007, reads as follows:

RESOLVED, that the shareholders of XTO Energy, Inc. (the "Company") recommend that the board of directors adopt a policy requiring that the proxy statement for each annual meeting contain a proposal, submitted by and supported by Company management, seeking an advisory vote of shareholders to ratify and approve the board Compensation Committee Report and the executive compensation policies and practices set forth in the Company's Compensation Discussion and Analysis.

The Proposal may be excluded from the Company's 2008 proxy materials pursuant to Rule 14a-8(i)(3) because it is materially misleading within the meaning of Rule 14a-9.

The Proposal Is Excludable Under Rule 14a-8(i)(3) Because It Is Materially Misleading.

Under Rule 14a-8(i)(3), a stockholder proposal may be omitted if the proposal or its supporting statement is contrary to the proxy rules, including Rule 14a-9, which prohibits materially false or misleading statements in proxy soliciting materials. Stockholder proposals seeking stockholder advisory votes on companies' Compensation Committee Reports are materially misleading and, thus, excludable under Rule 14a-8(i)(3). See, e.g., Entergy Corporation (Feb. 14, 2007); Sara Lee Corporation (Sept. 11, 2006).

As the Staff is aware, on July 26, 2006, the Commission adopted revisions to the disclosure rules relating to executive compensation (the "2006 Revisions"). Among other things, the Commission revised Item 402(k) of Regulation S-K, which previously had required a board Compensation Committee Report describing compensation policies applicable to a company's executive officers. Under the 2006 Revisions, compensation committee reports are now governed by Item 407(e)(5) and are only required to disclose whether (i) the compensation committee reviewed and discussed the Compensation Discussion and Analysis with management, and (ii) based on such review and discussions, the compensation committee recommended to the board of directors that the Compensation Discussion and Analysis be included in the company's annual report, proxy statement, or information statement. The Company's Compensation Committee Report complies with this new requirement. Given the limited content of the Company's Compensation Committee Report after the 2006 Revisions, a stockholder advisory vote on the Company's Compensation Committee Report would not, despite the Proposal's stated intent, "advise the company's board and management whether the company's policies and decisions on compensation have been adequately explained and whether they are in the best interest of shareholders." Nor will such vote "inform management and the board of shareholder views."

Since January 2007, the Staff has concurred in the exclusion under Rule 14a-8(i)(3) of stockholder proposals seeking advisory votes on companies' Compensation Committee Reports. For example, in Wellpoint, Inc. (Feb. 12, 2007), Wellpoint received a stockholder proposal seeking a stockholder vote on an advisory resolution "to approve the report of the Compensation Committee as presented in the Compensation Discussion and Analysis section of the proxy statement." In follow-up correspondence submitted to the Staff in response to Wellpoint's no-action request, the proponent argued that a stockholder advisory vote to approve the Compensation Committee Report was "akin to a vote to approve the [compensation] policies and decisions themselves," and the proponent offered to modify the proposal so that the stockholder advisory vote was on approving "the company's objectives, policies and decisions regarding executive officer compensation, as presented in the Compensation Discussion and Analysis section of the proxy statement," eliminating any reference to the "report of the Compensation Committee." The Staff rejected the proponent's argument, did not allow the proponent to revise its proposal, and concurred that the proposal was excludable under Rule 14a-8(i)(3) as materially misleading under Rule 14a-9.

Indeed, since January 2007, the Staff has consistently taken the position that stockholder proposals seeking advisory stockholder votes on companies' Compensation Committee Reports are excludable under Rule 14a-8(i)(3) as materially misleading. See, e.g., Entergy Corporation (Feb. 14, 2007); Safeway Inc. (Feb. 14, 2007); Energy East Corporation (Feb. 12, 2007); Citigroup Inc. (Jan. 31, 2007); Johnson & Johnson (Jan. 31, 2007). Like the proposal at issue in these letters, since the instant Proposal seeks a stockholder advisory vote on the Company's Compensation Committee Report, it is materially misleading and, therefore, excludable under Rule 14a-8(i)(3).

Accordingly, consistent with the Staff's no-action letters cited above, we respectfully request the Staff's concurrence that it will not recommend enforcement action to the Commission if XTO omits the Proposal from its 2008 proxy materials under Rule 14a-8(i)(3). If you have any questions or require additional information concerning this matter, please call me at (202) 739-5255, or Kathy L. Cox, Vice President and Associate General Counsel of XTO, at (817) 885-2215.

Sincerely,

/s/

George G. Yearsich

Enclosures

cc: TIAA-CREF

[INQUIRY LETTER]

November 15, 2007

Ms. Virginia Anderson
Corporate Secretary
XTO Energy, Inc.
810 Houston Street
Fort Worth, TX 76102

Dear Ms. Anderson:

On behalf of the Boards of Trustees of TIAA-CREF, we are writing to ask that your Board consider voluntarily adopting a shareholder advisory vote on executive compensation. In 2007 TIAA-CREF became the first U.S. entity to adopt and implement the advisory vote. Our trustees strongly support its implementation at portfolio companies. We would prefer to see action taken voluntarily rather than in response to regulation or legislation. For this reason, we are submitting the attached shareholder resolution that calls for you to adopt an advisory vote in the form of a management proposal supported and recommended by your board.

We are mindful that compensation decisions must be made by boards of directors, not shareholders. It is not our intention to micromanage or substitute our judgment on these important and sensitive decisions. However, as a matter of good governance, we believe directors should be held to a high standard of accountability in explaining and justifying their compensation policies and decisions in terms of a company's business strategy and performance. This is the goal of the new SEC disclosure rules, and we believe a shareholder referendum on the content and quality of executive compensation disclosure is the best means to ensure that this goal is achieved.

We hope you will join us in taking a leadership position on this important governance principle. We are willing to consider alternatives to our shareholder proposal, which is intended as a starting point for your board and management to implement an advisory vote in a form best suited to your company and circumstances.

We look forward to your response.

Sincerely,

/s/

[APPENDIX]

Proposal Submission

On Behalf of the College Retirement Equities Fund ("CREF"), we hereby submit the enclosed shareholder proposal (the "Proposal") for inclusion in XTO Energy, Inc.'s (the "Company") proxy statement to be circulated to stockholders in connection with the Company's next annual meeting of stockholders. The Proposal asks the Company to offer its stockholders the opportunity at each annual stockholder meeting to cast a non-binding advisory vote on the Company's executive compensation policies set forth in the Board Compensation Committee Report and the Compensation Discussion and Analysis ("CD&A") sections of the proxy statement.

The Proposal is submitted pursuant to Rule 14a-8 of Regulation 14A under the Securities Exchange Act of 1934, as amended, which relates to the submission of stockholder proposals. We are exercising this right by submitting this Proposal, noting the Company's December 15, 2007 filing deadline. If the Company is willing to engage in a dialogue with CREF regarding best practices with respect to its CD&A, we would be open to discussing withdrawal of the Proposal.

CREF is the beneficial owner of approximately 8,130,296 shares of the Company's common stock that have been held continuously for more than a year prior to the date of this submission. CREF and its affiliated mutual funds are long-term holders of the Company's common stock. CREF intends to hold at least $2,000 in market value of the Company's common stock through the date of the Company's next annual meeting of stockholders. The record holder of the stock will provide appropriate verification of CREF's beneficial ownership by separate letter. The undersigned or a designated representative will present the Proposal for consideration at the Company's annual meeting of stockholders.

If you have any questions or wish to arrange a meeting to discuss our concerns, please contact John Wilcox at (212) 916-5404 or Hye-Won Choi at (212) 916-5647. Copies of correspondence, including any request for "no-action" relief submitted to the Staff of the Securities and Exchange Commission, should likewise be directed to our attention at 730 Third Avenue, New York, NY 10017.

Proposal Text

RESOLVED, that the shareholders of XTO Energy, Inc. (the "Company") recommend that the board of directors adopt a policy requiring that the proxy statement for each annual meeting contain a proposal, submitted by and supported by Company management, seeking an advisory vote of shareholders to ratify and approve the board Compensation Committee Report and the executive compensation policies and practices set forth in the Company's Compensation Discussion and Analysis.

Supporting Statement

The recent amendments to the Securities and Exchange Commission's rules governing the disclosure of executive compensation are intended to provide shareholders with clearer and more complete information about the Company's compensation policies, goals, metrics, rationale and cost. The new rules should enable shareholders to make an informed judgment about the appropriateness of the company's compensation program. We believe that a non-binding, advisory vote is an effective way for shareholders to advise the company's board and management whether the company's policies and decisions on compensation have been adequately explained and whether they are in the best interest of shareholders.

An advisory vote would inform management and the board of shareholder views without involving shareholders in compensation decisions. We believe that the results of an advisory vote would encourage independent thinking by the board, stimulate healthy debate within the Company and promote substantive dialogue about compensation practices between the Company and its investors.

We urge you to vote "FOR" this proposal.

[STAFF REPLY LETTER]

February13, 2008

Response of the Office of Chief Counsel Division of Corporation Finance
Re: XTO Energy Inc. Incoming letter dated January 30, 2008

The proposal recommends that the board adopt a policy requiring that the proxy statement for each annual meeting contain a proposal seeking an advisory vote of shareholders to ratify and approve the board Compensation Committee Report and the executive compensation policies and practices set forth in the Compensation Discussion and Analysis.

We are unable to conclude that XTO has met its burden of establishing that it may exclude the proposal under rule 14a-8(i)(3). Accordingly, we do not believe that XTO may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(3).

Sincerely,

/s/

Greg Belliston
Special Counsel