CABOT CORP — Director's Dealing 2008

Aug 13, 2008

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: CABOT CORP (CBT)
CIK: 0000016040
Period of Report: 2008-08-11

Reporting Person: SPO ADVISORY CORP (10% Owner)
Reporting Person: MCDERMOTT EDWARD H (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10078200	Indirect

Footnotes

F1: This form is being filed to add Edward H. McDermott ("EHM") as a Reporting Person as a result of his becoming, for purposes of Section 13D of the Securities Exchange Act of 1934, an additional controlling person of SPO Advisory Corp. ("SPO Corp.") on August 11, 2008 and as such EHM may be deemed to form a "group" together with (i) SPO Partners II, L.P. ("SPO Partners") and San Francisco Partners II, L.P. ("SF Partners"), (ii) SPO Advisory Partners, L.P. ("SPO Advisory"), the sole general partner of SPO Partners, (iii) SF Advisory Partners, L.P. ("SF Advisory"), the sole general partner of SF Partners, (iv) SPO Corp., the sole general partner of SPO Advisory and SF Advisory, (v) John H. Scully ("JHS"), William E. Oberndorf ("WEO"), William J. Patterson ("WJP") and EHM, the four controlling persons of SPO Corp.

F2: Additional group members are (i) Oberndorf Family Partners, a California limited partnership, (ii) The Elizabeth R. and William J. Patterson Foundation ,(iii) Ian McGuire, (iv) Peter C. Oberndorf, (v) William Ernst Oberndorf and (vi) Betty Jane Weimer.

F3: There was no change in EHM's pecuniary interest in the equity securities of the Issuer resulting from his becoming a controlling person of SPO Corp.

F4: 9,662,600 shares of the issuer's common stock are owned directly by SPO Partners and may be deemed to be indirectly beneficially owned by (i) SPO Advisory (ii) SPO Corp. and (iii) JHS, WEO, WJP, and EHM. Additionally 415,600 shares are owned directly by SF Partners, and may be deemed to be indirectly beneficially owned by (i) SF Advisory, (ii) SPO Corp. and (iii) JHS, WEO, WJP, and EHM.