content: <PAGE>   1
  
                                                             Registration No. 333-
  
     As filed with the Securities and Exchange Commission on October  31, 1997
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                              -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              -----------------------
  
                               NOBLE AFFILIATES, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                      73-0785597
  (State or other jurisdiction                (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
           110 WEST BROADWAY
           ARDMORE, OKLAHOMA                                  73401
  (Address of Principal Executive Offices)                  (Zip Code)
  
                              -----------------------
  
                      NOBLE AFFILIATES, INC. 1992 STOCK OPTION
                             AND RESTRICTED STOCK PLAN
                              (Full title of the Plan)
  
                              -----------------------
  
                  ROBERT KELLEY                                    COPY TO:
  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER             ROBERT D. CAMPBELL
              NOBLE AFFILIATES, INC.                       THOMPSON & KNIGHT, P.C.
                110 WEST BROADWAY                            1700 PACIFIC AVENUE
             ARDMORE, OKLAHOMA  73401                            SUITE 3300
     (Name and address of agent for service)                 DALLAS, TEXAS  75201
                                                                (214) 969-1700
  
  
              (405) 223-4110
       (Telephone number, including
      area code, of agent for service)
   
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------
         Title of                                    Proposed          Proposed Maximum           Amount
        Securities              Amount                Maximum              Aggregate                of
           to be                 to be            Offering Price           Offering            Registration
        Registered           Registered(1)         per Share(2)            Price(2)                 Fee
  ---------------------------------------------------------------------------------------------------------
     <S>                       <C>                    <C>                 <C>                     <C>
       Common Stock,           2,000,000
     par value $3.33            shares                $40.25              $80,500,000             $24,394
            1/3
         per share
  ---------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
      registration statement also covers an indeterminate number of shares
      issuable upon any stock split, stock dividend or similar transaction with
      respect to these shares.
  
  (2) Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h) on the basis of the average of the high and low
      sales prices of the Common Stock reported on the New York Stock Exchange
      Composite Tape on October 28, 1997.
  <PAGE>   2
  
                         INCORPORATION OF CONTENTS OF PRIOR
                               REGISTRATION STATEMENT
  
  
           The contents of Registration Statement No. 33-54084 relating to the
  Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan (the "Plan")
  filed by the Registrant with the Securities and Exchange Commission (the
  "Commission") on November 2, 1992 (the "Prior Registration Statement") are
  incorporated herein by reference pursuant to General Instruction E to Form S-8.
  The purpose of this Registration Statement is to register 2,000,000 additional
  shares of Common Stock of the Registrant for offer and sale pursuant to the
  Plan.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The document(s) containing the information specified in this Part I
  will be sent or given to employees as specified by Rule 428(b)(1).
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant is a Delaware corporation.  Under Section 145 of the
  General Corporation Law of the State of Delaware, the Registrant has the power
  to indemnify its directors and officers, subject to certain limitations.
  
           Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant under
  certain circumstances.
  
           The Registrant entered into an indemnity agreement with each of the
  directors and bylaw officers of the Registrant as of March 1, 1996, which
  provides certain protections to such persons against legal claims and related
  expenses.  The indemnity agreements are filed as Exhibit 10.18 to the
  Registrant's Form 10-K for the year ended December 31, 1995.
  
           Pursuant to the General Corporation Law of the State of Delaware, the
  Certificate of Incorporation of the Registrant limits the personal liability of
  the directors of the Registrant to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty under certain circumstances.
  
           The Registrant also maintains insurance to protect itself and its
  directors, officers, employees and agents against expenses, liabilities and
  losses incurred by such persons in connection with their service in the
  foregoing capacities.
  
           The foregoing summaries are necessarily subject to the complete text
  of the statute, bylaw, agreement, certificate of incorporation and insurance
  policy referred to above and are qualified in their entirety by reference
  thereto.
  
  
  
  
                                        1
  <PAGE>   3
  ITEM 8.  EXHIBITS.
  
           In addition to the exhibits filed with or incorporated by reference in
  the Prior Registration Statement, the following documents are filed or
  incorporated by reference as exhibits to this Registration Statement:
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  NUMBER              DESCRIPTION
  ------              -----------
  <S>              <C>
  4.1              Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated on December
                   10, 1996, and approved by stockholders on April 22, 1997.
  
  4.2              Amendments to the Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan adopted on  April
                   22, 1997.
  
  5.1              Opinion of Thompson & Knight, A Professional Corporation.
  
  23.1             Consent of Thompson & Knight, A Professional Corporation (contained in its opinion filed herewith as
                   Exhibit 5.1).
  
  23.2             Consent of Arthur Andersen LLP.
  
  24.1             Power of Attorney (included on the signature page of this Registration Statement).
  </TABLE>
  
  
  
  
                                        2
  <PAGE>   4
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Ardmore, State of Oklahoma, on the 30th day of
  October, 1997.
  
                             NOBLE AFFILIATES, INC.
                             (Registrant)
  
                             By:  ROBERT KELLEY                                 
                                  -----------------------------------------------
                                  Robert Kelley
                                  Chairman, President and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
           Each person whose signature appears below constitutes and appoints
  Robert Kelley and Wm. D. Dickson, and each of them (with full power to each of
  them to act alone), his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities to sign on his behalf individually and in each
  capacity stated below any amendment, including post-effective amendments, to
  this Registration Statement and any Registration Statement (including any
  amendment thereto) for this offering that is to be effective upon filing
  pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents and either of them, or their substitutes, may
  lawfully do or cause to be done by virtue hereof.
  
  <TABLE>
  <CAPTION>
  SIGNATURE                              TITLE                                              DATE
  ---------                              -----                                              ----
  <S>                                    <C>                                                <C>
  ROBERT KELLEY                          Chairman, President and Chief Executive            October 30, 1997
  ----------------------------------     Officer and Director                                                                   
  Robert Kelley                          (Principal Executive Officer)
  
  WM. D. DICKSON                         Vice President - Finance and Treasurer             October 30, 1997
  ----------------------------------     (Principal Financial Officer)
  Wm. D. Dickson                         
  
  JAMES L.MCELVANY                       Controller (Principal Accounting Officer)          October 30, 1997
  ----------------------------------                                                                        
  James L. McElvany
  
  ALAN A. BAKER                          Director                                           October 30, 1997
  ----------------------------------                                                                        
  Alan A. Baker
  
  MICHAEL A. CAWLEY                      Director                                           October 30, 1997
  ----------------------------------                                                                        
  Michael A. Cawley
  
  EDWARD F. COX                          Director                                           October 30, 1997
  ----------------------------------                                                                        
  Edward F. Cox
  
                                         Director                                           
  ----------------------------------                                                                        
  James C. Day
  
  HAROLD F. KLEINMAN                     Director                                           October 30, 1997
  ----------------------------------                                                                        
  Harold F. Kleinman
  
                                         Director                                           
  ----------------------------------                                                                        
  George J. McLeod
  </TABLE>
  
  
  
  
                                        3
  <PAGE>   5
                                 INDEX TO EXHIBITS
  
  
  <TABLE>
  <CAPTION>
        EXHIBIT
        NUMBER                                    EXHIBIT
        ------                                    -------
         <S>               <C>
         4.1               Noble Affiliates, Inc. 1992 Stock Option and Restricted
                           Stock Plan, as amended and restated on December 10, 1996,
                           and approved by stockholders on April 22, 1997.
  
         4.2               Amendments to the Noble Affiliates, Inc. 1992 Stock Option
                           and Restricted Stock Plan adopted on April 22, 1997.
  
         5.1               Opinion of Thompson & Knight, A Professional Corporation.
                                                                                                      
  
         23.1              Consent of Thompson & Knight, A Professional Corporation
                           (contained in its opinion filed herewith as Exhibit 5.1).
  
         23.2              Consent of Arthur Andersen LLP.
                                                                            
  
         24.1              Power of Attorney (included on the signature page of this
                           Registration Statement).
  </TABLE>
  
  
  
  
                                        4
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metadata_filer: {"company-data": {"conformed-name": "NOBLE AFFILIATES INC", "cik": "0000072207", "assigned-sic": "1311", "irs-number": "730785597", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-39299", "film-number": "97706338"}, "business-address": {"street1": "110 W BROADWAY", "street2": "P O BOX 1967", "city": "ARDMORE", "state": "OK", "zip": "73402-1967", "phone": "4052234110"}, "mail-address": {"street1": "P O BOX 1967", "street2": "110 WEST BROADWAY", "city": "ARDMORE", "state": "OK", "zip": "73402-1967"}}
text: 1
  
                                                             Registration No. 333-
  
     As filed with the Securities and Exchange Commission on October  31, 1997
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549
  
                              -----------------------
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                       UNDER
                             THE SECURITIES ACT OF 1933
  
                              -----------------------
  
                               NOBLE AFFILIATES, INC.
               (Exact name of registrant as specified in its charter)
  
             DELAWARE                                      73-0785597
  (State or other jurisdiction                (I.R.S. Employer Identification No.)
  of incorporation or organization)
  
           110 WEST BROADWAY
           ARDMORE, OKLAHOMA                                  73401
  (Address of Principal Executive Offices)                  (Zip Code)
  
                              -----------------------
  
                      NOBLE AFFILIATES, INC. 1992 STOCK OPTION
                             AND RESTRICTED STOCK PLAN
                              (Full title of the Plan)
  
                              -----------------------
  
                  ROBERT KELLEY                                    COPY TO:
  CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER             ROBERT D. CAMPBELL
              NOBLE AFFILIATES, INC.                       THOMPSON & KNIGHT, P.C.
                110 WEST BROADWAY                            1700 PACIFIC AVENUE
             ARDMORE, OKLAHOMA  73401                            SUITE 3300
     (Name and address of agent for service)                 DALLAS, TEXAS  75201
                                                                (214) 969-1700
  
              (405) 223-4110
       (Telephone number, including
      area code, of agent for service)
   
                          CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------
         Title of                                    Proposed          Proposed Maximum           Amount
        Securities              Amount                Maximum              Aggregate                of
           to be                 to be            Offering Price           Offering            Registration
        Registered           Registered(1)         per Share(2)            Price(2)                 Fee
  ---------------------------------------------------------------------------------------------------------
  Common Stock,           2,000,000
     par value $3.33            shares                $40.25              $80,500,000             $24,394
            1/3
         per share
  ---------------------------------------------------------------------------------------------------------
  (1) In addition, pursuant to Rule 416 under the Securities Act of 1933, this
      registration statement also covers an indeterminate number of shares
      issuable upon any stock split, stock dividend or similar transaction with
      respect to these shares.
  
  (2) Estimated solely for the purpose of determining the registration fee
      pursuant to Rule 457(h) on the basis of the average of the high and low
      sales prices of the Common Stock reported on the New York Stock Exchange
      Composite Tape on October 28, 1997.
  2
  
                         INCORPORATION OF CONTENTS OF PRIOR
                               REGISTRATION STATEMENT
  
           The contents of Registration Statement No. 33-54084 relating to the
  Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan (the "Plan")
  filed by the Registrant with the Securities and Exchange Commission (the
  "Commission") on November 2, 1992 (the "Prior Registration Statement") are
  incorporated herein by reference pursuant to General Instruction E to Form S-8.
  The purpose of this Registration Statement is to register 2,000,000 additional
  shares of Common Stock of the Registrant for offer and sale pursuant to the
  Plan.
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
           The document(s) containing the information specified in this Part I
  will be sent or given to employees as specified by Rule 428(b)(1).
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
           The Registrant is a Delaware corporation.  Under Section 145 of the
  General Corporation Law of the State of Delaware, the Registrant has the power
  to indemnify its directors and officers, subject to certain limitations.
  
           Reference is made to Article VI of the Bylaws of the Registrant, which
  provides for indemnification of directors and officers of the Registrant under
  certain circumstances.
  
           The Registrant entered into an indemnity agreement with each of the
  directors and bylaw officers of the Registrant as of March 1, 1996, which
  provides certain protections to such persons against legal claims and related
  expenses.  The indemnity agreements are filed as Exhibit 10.18 to the
  Registrant's Form 10-K for the year ended December 31, 1995.
  
           Pursuant to the General Corporation Law of the State of Delaware, the
  Certificate of Incorporation of the Registrant limits the personal liability of
  the directors of the Registrant to the Registrant or its stockholders for
  monetary damages for breach of fiduciary duty under certain circumstances.
  
           The Registrant also maintains insurance to protect itself and its
  directors, officers, employees and agents against expenses, liabilities and
  losses incurred by such persons in connection with their service in the
  foregoing capacities.
  
           The foregoing summaries are necessarily subject to the complete text
  of the statute, bylaw, agreement, certificate of incorporation and insurance
  policy referred to above and are qualified in their entirety by reference
  thereto.
  
                                        1
  3
  ITEM 8.  EXHIBITS.
  
           In addition to the exhibits filed with or incorporated by reference in
  the Prior Registration Statement, the following documents are filed or
  incorporated by reference as exhibits to this Registration Statement:
  EXHIBIT
  NUMBER              DESCRIPTION
  ------              -----------
  4.1              Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan, as amended and restated on December
                   10, 1996, and approved by stockholders on April 22, 1997.
  
  4.2              Amendments to the Noble Affiliates, Inc. 1992 Stock Option and Restricted Stock Plan adopted on  April
                   22, 1997.
  
  5.1              Opinion of Thompson & Knight, A Professional Corporation.
  
  23.1             Consent of Thompson & Knight, A Professional Corporation (contained in its opinion filed herewith as
                   Exhibit 5.1).
  
  23.2             Consent of Arthur Andersen LLP.
  
  24.1             Power of Attorney (included on the signature page of this Registration Statement).
  2
  4
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Ardmore, State of Oklahoma, on the 30th day of
  October, 1997.
  
                             NOBLE AFFILIATES, INC.
                             (Registrant)
  
                             By:  ROBERT KELLEY                                 
                                  -----------------------------------------------
                                  Robert Kelley
                                  Chairman, President and Chief Executive Officer
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
           Each person whose signature appears below constitutes and appoints
  Robert Kelley and Wm. D. Dickson, and each of them (with full power to each of
  them to act alone), his true and lawful attorney-in-fact and agent, with full
  power of substitution and resubstitution, for him and in his name, place and
  stead, in any and all capacities to sign on his behalf individually and in each
  capacity stated below any amendment, including post-effective amendments, to
  this Registration Statement and any Registration Statement (including any
  amendment thereto) for this offering that is to be effective upon filing
  pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
  file the same, with all exhibits thereto and other documents in connection
  therewith, with the Securities and Exchange Commission, granting unto said
  attorneys-in-fact and agents, and each of them, full power and authority to do
  and perform each and every act and thing requisite and necessary to be done in
  and about the premises, as fully to all intents and purposes as he might or
  could do in person, hereby ratifying and confirming all that said
  attorneys-in-fact and agents and either of them, or their substitutes, may
  lawfully do or cause to be done by virtue hereof.
  SIGNATURE                              TITLE                                              DATE
  ---------                              -----                                              ----
  ROBERT KELLEY                          Chairman, President and Chief Executive            October 30, 1997
  ----------------------------------     Officer and Director                                                                   
  Robert Kelley                          (Principal Executive Officer)
  
  WM. D. DICKSON                         Vice President - Finance and Treasurer             October 30, 1997
  ----------------------------------     (Principal Financial Officer)
  Wm. D. Dickson                         
  
  JAMES L.MCELVANY                       Controller (Principal Accounting Officer)          October 30, 1997
  ----------------------------------                                                                        
  James L. McElvany
  
  ALAN A. BAKER                          Director                                           October 30, 1997
  ----------------------------------                                                                        
  Alan A. Baker
  
  MICHAEL A. CAWLEY                      Director                                           October 30, 1997
  ----------------------------------                                                                        
  Michael A. Cawley
  
  EDWARD F. COX                          Director                                           October 30, 1997
  ----------------------------------                                                                        
  Edward F. Cox
  
                                         Director                                           
  ----------------------------------                                                                        
  James C. Day
  
  HAROLD F. KLEINMAN                     Director                                           October 30, 1997
  ----------------------------------                                                                        
  Harold F. Kleinman
  
                                         Director                                           
  ----------------------------------                                                                        
  George J. McLeod
  3
  5
                                 INDEX TO EXHIBITS
  EXHIBIT
        NUMBER                                    EXHIBIT
        ------                                    -------
  4.1               Noble Affiliates, Inc. 1992 Stock Option and Restricted
                           Stock Plan, as amended and restated on December 10, 1996,
                           and approved by stockholders on April 22, 1997.
  
         4.2               Amendments to the Noble Affiliates, Inc. 1992 Stock Option
                           and Restricted Stock Plan adopted on April 22, 1997.
  
         5.1               Opinion of Thompson & Knight, A Professional Corporation.
                                                                                                      
  
         23.1              Consent of Thompson & Knight, A Professional Corporation
                           (contained in its opinion filed herewith as Exhibit 5.1).
  
         23.2              Consent of Arthur Andersen LLP.
                                                                            
  
         24.1              Power of Attorney (included on the signature page of this
                           Registration Statement).
  4