UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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~~ June 193, 2012

CREDO Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-8877	84-0772991
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
of incorporation)	File Number)	Identification No.)

1801 Broadway, Suite 900 Denver, Colorado		80202
(Address of principal executive offices)		(Zip Code)

1801 Broadway, Suite 900 Denver, Colorado

(Address of principal executive offices)

80202

(Zip Code)

Registrant’s telephone number, including area code: (303) 297-2200

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 x 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))

~~Section 4~~Item —1.01 ~~Matters~~Entry ~~Related~~into toa ~~Accountants~~Material ~~and~~Definitive ~~Financial Statements~~Agreement.

~~Item~~On ~~4.02~~June 3, 2012, CREDO Petroleum Corporation, a Delaware corporation (“Credo”), Forestar Group Inc., a Delaware corporation (“Forestar”), ~~Non~~and Longhorn Acquisition Inc., a Delaware corporation and wholly-~~Reliance~~owned onsubsidiary ~~Previously~~of ~~Issued~~Forestar ~~Financial~~(“Merger ~~Statements~~Sub”), orentered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Credo, with Credo surviving as a ~~Related~~wholly-owned ~~Audit~~subsidiary ~~Report~~of orForestar ~~Completed~~(the ~~Interim~~“Merger”). The ~~Review~~Merger Agreement and the Merger have been approved by the boards of directors of Credo and Forestar.

OnAt ~~April~~the ~~19,~~effective ~~2012,~~time of the ~~Audit~~Merger, ~~Committee~~each outstanding share of ~~the~~Credo’s ~~Board~~common ofstock, ~~Directors~~other ofthan shares owned by Forestar and its subsidiaries or held in Credo’s ~~Petroleum~~treasury, ~~Corporation~~or ~~(the~~by ~~“Company”)~~any ~~concluded~~stockholders ~~that~~who are entitled to and who properly exercise appraisal rights under Delaware law, aswill abe ~~result~~cancelled ofand converted into the ~~error~~right ~~described~~to receive $14.50 per share in ~~the~~cash. Each ~~following~~option ~~paragraphs,~~to ~~its~~purchase ~~financial~~Credo’s ~~statements~~common ~~for~~stock that is outstanding as of the ~~year~~effective ~~ended~~time ~~October~~of ~~31,~~the ~~2011,~~Merger ~~appearing~~will be cancelled in ~~its~~exchange ~~Annual~~for ~~Report~~the onright ~~Form 10-K~~to ~~for~~receive the ~~year~~excess ~~ended~~of ~~October~~$14.50, 31if any, ~~2011~~over ~~should~~the noexercise ~~longer~~price beof ~~relied~~such ~~upon~~option, less applicable taxes required to be withheld.

~~Subsequent~~Credo toand ~~our~~Forestar ~~January 31,~~have ~~2012~~made ~~first~~customary ~~quarter end~~representations, ~~management~~warranties and ~~the~~covenants ~~Audit~~in ~~Committee determined that certain liabilities were incurred during~~ the ~~first~~Merger ~~quarter~~Agreement. Credo ~~but~~has ~~were~~generally ~~not~~covenanted ~~timely billed~~ (1) to ~~the~~conduct ~~Company~~its bybusiness in the ~~well~~ordinary ~~operators~~course; ~~and~~(2) to ~~were~~hold ~~not~~a ~~properly~~meeting ~~estimated~~of ~~and~~its ~~accrued~~stockholders ~~by the Company. The unaccrued liabilities primarily relate~~ to ~~drilling~~consider ~~and~~approval ~~completion~~of ~~activities~~the onMerger ~~North~~Agreement ~~Dakota oil~~ and ~~gas~~the ~~properties~~transactions contemplated in ~~which~~ the ~~Company~~Merger isAgreement; aand ~~non-operating~~(3) subject ~~working~~to ~~interest~~certain ~~owner. In addition~~exceptions, ~~certain of these costs are incurred on behalf of a joint owner which we re-bill~~ for its ~~share~~board of ~~the~~directors ~~costs. The expenditures related~~ to ~~these~~recommend ~~properties~~approval ~~increased~~by ~~significantly late in 2011 and early 2012. During~~ the ~~review~~stockholders of ~~these unaccrued liabilities,~~ the ~~Company~~Merger ~~determined~~Agreement ~~that~~and the ~~same~~transactions ~~situation~~contemplated ~~existed at our prior year end and resulted~~ in ~~unaccrued~~the ~~liabilities~~Merger ~~at October 31, 2011, although to a lesser degree~~Agreement.

~~The~~Under ~~unaccrued~~the ~~liabilities~~terms atof ~~October 31~~the Merger Agreement, ~~2011~~Credo ~~also~~and ~~resulted~~its inadvisors ~~changes~~are inpermitted ~~the~~to ~~reported~~actively ~~amounts~~solicit ofand ~~accounts~~consider ~~receivable-trade,~~alternative ~~oil~~proposals ~~and~~from ~~gas~~third ~~properties,~~parties ~~compressor~~until ~~inventory~~11:59 p.m., ~~deferred~~New ~~income~~York ~~taxes~~City time, ~~retained~~on ~~earnings~~July 3, ~~oil~~2012. ~~and~~Credo ~~gas~~does ~~production~~not ~~costs,~~intend ~~depreciation~~to ~~depletion~~disclose ~~and~~developments ~~amortization~~with ~~expense,~~respect ~~income~~to ~~tax~~this ~~expense,~~process ~~net~~unless ~~income~~ and ~~earnings~~until ~~per~~its ~~share~~Board of ~~common~~Directors ~~stock~~makes ~~basic~~a ~~and~~decision ~~diluted~~regarding asa ofpotential ~~October 31,~~superior ~~2011~~proposal. ~~and~~There ~~for~~can ~~the~~be ~~year~~no ~~then~~assurances ~~ended~~that this process will result in a superior proposal or alternative transaction.

The ~~proposed~~Merger ~~changes~~Agreement may be terminated under certain circumstances, including in ~~our~~specified ~~audited~~circumstances ~~financial~~in ~~statements~~connection aswith superior proposals. Upon the termination of ~~October 31~~the Merger Agreement, ~~2011~~under specified circumstances, Credo will be required to reimburse Parent and Merger Sub for ~~the~~their ~~year~~transaction ~~then~~expenses ~~ended~~and, ~~due~~under other specified circumstances, Credo will be required to pay Parent, or its designee, a termination fee, the ~~adjustments~~amount ~~described~~of ~~above~~which ~~are~~would ~~shown~~depend inon the ~~following~~circumstances ~~tables~~under which the Merger Agreement is terminated.

~~Changes~~Assuming the satisfaction of conditions, Credo expects the transaction to close in the ~~Consolidated~~second ~~Balance~~half ~~Sheet:~~of the 2012 calendar year. Consummation of the Merger is not subject to a financing condition, but is subject to customary closing conditions, including the approval of Credo’s stockholders. In connection with the execution of the Merger Agreement, certain of Credo’s stockholders agreed to enter into voting agreements whereby such stockholders will agree to vote in favor of the Merger Agreement and the transactions contemplated in the Merger Agreement.

	October 31, 2011
	As Previously
	Reported			Adjustments			As Restated
Receivables: Trade	$	893,000		$	814,000		$	1,707,000
Oil and natural gas properties:
Unevaluated properties	9,609,000			348,000			9,957,000
Evaluated properties	99,283,000			1,665,000			100,948,000
Less: Accumulated depreciation depletion and amortization	(61,042,000		)	(12,000		)	(61,054,000		)
Net oil and natural gas properties	47,850,000			2,001,000			49,851,000
Compressor and tubular inventory	1,690,000			70,000			1,760,000
Accounts payable and accrued liabilities	4,002,000			2,931,000			6,933,000
Deferred income taxes, net	4,505,000			19,000			4,524,000
Retained earnings	22,042,000			(65,000		)	21,977,000

Houlihan Lokey Financial Advisors, Inc. and Northland Capital Financial Services, LLC are serving as financial advisors to Credo and Davis Graham & Stubbs LLP is serving as legal advisor to Credo in connection with the transaction. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto and incorporated by reference herein.

~~Changes~~The Merger Agreement has been included to provide investors and stockholders with information regarding its terms. It is not intended to provide any other financial information about Credo, Forestar or Merger Sub or their respective subsidiaries and affiliates. The representations, warranties and covenants contained in the ~~Consolidated~~Merger ~~Statement~~Agreement were made only for purposes of ~~Operations:~~that agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts of condition of Credo, Forestar or Merger Sub or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by us.

	For the Year Ended October 31, 2011
	As Previously
	Reported			Adjustments			As Restated
Oil and natural gas production costs	$	4,000,000		$	34,000		$	4,034,000
Depreciation, depletion and amortization	5,179,000			12,000			5,191,000
Income from operations	4,913,000			(46,000		)	4,867,000
Income before income taxes	4,788,000			(46,000		)	4,742,000
Income taxes	(1,270,000		)	(19,000		)	(1,289,000		)
Net income	3,518,000			(65,000		)	3,453,000
Earnings per share of Common Stock — Basic	$	.35		$	(01	)	$	.34
Earnings per share of Common Stock — Diluted	$	.35		$	(01	)	$	.34

Item 8.01 Other Events.

~~The~~On ~~unaccrued liabilities at January~~June 314, 2012, ~~also resulted in changes in~~ the ~~reported~~Company ~~amounts~~issued ofa ~~accounts~~press ~~receivable-trade,~~release ~~oil~~relating ~~and~~to ~~gas~~the ~~properties,~~Merger ~~deferred~~Agreement. ~~income~~A ~~taxes,~~copy ~~retained~~of ~~earnings,~~the ~~oil~~press ~~and~~release ~~gas~~is ~~production~~attached ~~costs,~~hereto ~~depreciation depletion and amortization expense, general and administrative expense, income tax expense and net income~~ as ~~of January~~Exhibit ~~31, 2012 and for the three months then ended~~99.1.

~~The~~Item ~~proposed~~9.01 ~~changes~~Financial inStatements ~~our unaudited financial statements as of January 31, 2011~~ and ~~for the three months then ended due to the adjustments described above are shown in the following tables~~Exhibits.

3(d) Exhibits.

Changes in the Consolidated Balance Sheet:

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 3, 2012, among Credo Petroleum Corporation, Forestar Group Inc. and Longhorn Acquisition Inc..

99.1		Press Release, dated as of June 4, 2012.

	January 31, 2012
	As Previously
	Reported			Adjustments			As Restated
Receivables: Trade	$	1,259,000		$	1,907,000		$	3,166,000
Oil and natural gas properties:
Unevaluated properties	9,710,000			1,682,000			11,392,000
Evaluated properties	103,551,000			3,890,000			107,441,000
Less: Accumulated depreciation depletion and amortization	(62,757,000		)	(76,000		)	(62,833,000		)
Net oil and natural gas properties	50,504,000			5,496,000			56,000,000
Accounts payable and accrued liabilities	3,106,000			7,563,000			10,669,000
Deferred income taxes, net	4,994,000			(17,000		)	4,977,000
Retained earnings	23,082,000			(143,000		)	22,939,000

~~Changes to the Consolidated Statement of Operations:~~SIGNATURE

	Three Months Ended January 31, 2012
	As Previously
	Reported			Adjustments			As Restated
Oil and natural gas production costs	$	1,187,000		$	35,000		$	1,222,000
Depreciation, depletion and amortization	1,832,000			64,000			1,896,000
General and administrative	750,000			15,000			765,000
Income from operations	2,052,000			(114,000		)	1,938,000
Income before income taxes	1,529,000			(114,000		)	1,415,000
Income taxes	(489,000		)	36,000			(453,000		)
Net income	1,040,000			(78,000		)	962,000
Earnings per share of Common Stock — Basic	$	.10					$	.10
Earnings per share of Common Stock — Diluted	$	.10					$	.10

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.

Date: June 4, 2012

~~Our~~CREDO ~~Chief~~PETROLEUM ~~Financial~~CORPORATION ~~Officer~~(Registrant) ~~and~~By: ~~Audit~~/s/ ~~Committee~~Alford ~~Chairman~~B. ~~discussed~~Neely ~~the~~Alford ~~matters~~B. inNeely ~~this~~Vice ~~filing~~President ~~with~~and ~~our~~Chief ~~independent~~Financial ~~registered public accounting firm.~~Officer

We are filing the Form 10 K/A for the year ended October 31, 2011 and the Form 10-Q/A for the three months ended January 31, 2012, coincident with this filing, and have addressed therein our evaluation of the internal control implications of this restatement.4

~~Signatures~~EXHIBIT INDEX

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

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of June 3, 2012, among Credo Petroleum Corporation, Forestar Group Inc. and Longhorn Acquisition Inc..

99.1		Press Release, dated as of June 4, 2012.

Credo Petroleum Corporation		Date: April 25, 2012
By:	/s/Alford B. Neely
	Alford B. Neely
	Vice President and Chief Financial Officer

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