UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

___________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~April 23~~December 31, 2008

Storm Cat Energy Corporation

(Exact Name of Registrant as Specified in Charter)

British Columbia, Canada		001-32628		06-1762942
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1125 17^th Street, Suite 2310, Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (303) 991-5070

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

£ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.0201. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~On April~~As 23previously reported, on November 10, 2008, ~~the~~all ~~Compensation Committee~~ of the ~~Board~~direct ofand ~~Directors~~indirect wholly-owned subsidiaries (~~the~~collectively, ~~“Compensation~~the ~~Committee~~“Debtors”) of Storm Cat Energy Corporation (~~“Storm~~the ~~Cat~~“Parent”) orfiled ~~the~~a voluntary petition for reorganization (the “~~Company~~Reorganization Cases”), ~~adopted~~under ~~and~~Chapter ~~approved~~11 of the ~~Storm~~United ~~Cat~~States ~~Energy~~Bankruptcy ~~Corporation~~Code ~~Annual~~(the “Code”) in the United States Bankruptcy ~~Incentive~~Court ~~Plan~~for the District of Colorado (the “~~Incentive~~Bankruptcy ~~Plan~~Court”). ~~for~~The ~~2008~~Reorganization Cases do not include the Parent. The ~~Compensation~~Reorganization Cases are being ~~Committee~~jointly administered under Case No. 08-27887 ABC. On December 31, 2008, ~~with~~the Bankruptcy Court granted a motion and entered a final order on the docket ~~advice~~(the of“Order”) ~~management,~~authorizing ~~will~~the ~~determine~~Debtors ~~which~~to ~~employees~~obtain ~~may~~approximately be$14 ~~participants~~million in principal amount of post-petition financing (athe “~~Participant~~DIP Financing”) on terms and conditions set forth in the ~~Incentive~~Order ~~Plan. To~~and to be ~~eligible to~~set ~~receive~~forth anin ~~award~~a ~~under~~Restated DIP Credit Agreement among the ~~Incentive~~Debtors, ~~Plan~~Parent, as a ~~Participant~~non-debtor ~~must~~guarantor, and Wells Fargo Foothill, LLC, as administrative agent for one or more financial institutions to be ~~employed~~parties bythereto (the “DIP Agreement”). The Order also authorized the Debtors to use Cash Collateral (within the ~~Company~~meaning onof section 363(a) of the ~~date~~Code) ~~any~~in accordance ~~payments~~with the Order and the DIP Agreement. The Debtors are ~~made~~in the process of negotiating and finalizing the terms of the DIP Credit Agreement consistent with the terms of the Order. However, the lenders are not obligated to enter into the DIP Agreement and relating financing and there can be no assurance that such financing will be completed.

~~Under the~~The ~~terms~~Order of and ~~subject~~all ~~to the conditions of the Incentive Plan, each~~related ~~Participant~~court ~~will~~filings becan ~~awarded annual incentive awards that will~~ be ~~determined~~accessed ~~on the~~at ~~basis of the Company’s growth in three performance categories~~“http: ~~(i) net asset value, (ii) production and (iii) EBITDA~~//www. Each of the performance categories has been weighted accordingly and performance targets have been established in order to payout awards at a minimum threshold level, a target level and a maximum outstanding levelcob. ~~If the Company fails to achieve the minimum threshold level of performance for a measure, then no payout for that measure will be made~~uscourts. Achievement at the threshold level will generally payout 25% of the target award opportunity and achievement at the target and outstanding levels will generally payout at 100% and 200%, respectively, of the target award opportunitygov”. Any payout will be subject to the discretion of the Compensation Committee to consider other subjective factors it deems appropriate and awards may be adjusted, up or down, subject to the Company’s overall success and each Participant’s individual merit.

Awards will be paid in the first quarter of 2009 upon completion of the annual financial statements for 2008 and the year-end reserve report. The Compensation Committee has, pursuant to the Incentive Plan, established target awards, expressed as a percentage of annual base salary, for each Participant. Such target awards will be communicated in writing to each Participant. The granting of any and all awards under the Incentive Plan is at the complete and sole discretion of the Board of Directors of the Company and/or the Compensation Committee. The Incentive Plan may be terminated at any time by the Board of Directors and/or the Compensation Committee without prior notice to any Participant.2

~~The foregoing is qualified in its entirety by reference to the Incentive Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.~~SIGNATURES

~~Item~~Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~9.01. Financial~~registrant has duly caused this report to be signed on its behalf by the ~~Statements~~undersigned ~~and~~hereunto ~~Exhibits~~duly authorized.

(d) Exhibits.

	STORM CAT ENERGY CORPORATION

Date: January 7, 2009	By:	/s/ Joseph M. Brooker
	Name: Joseph M. Brooker
	Title: Chief Executive Officer

Exhibit No.		Description
10.1		Storm Cat Energy Annual Incentive Plan dated April 23, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	STORM CAT ENERGY CORPORATION
Date: April 29, 2008	By:	/s/ Paul Wiesner
		Paul Wiesner
		Chief Financial Officer

Exhibit Index

Exhibit No.		Description
10.1		Storm Cat Energy Annual Incentive Plan dated April 23, 2008.

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