UNITED STATES

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): August 622, 2013 (August 15, 2013)

VENOCO, INC.

(Exact name of registrant as specified in its charter)

Delaware		333-123711		77-0323555
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification Number)

370 17th Street, Suite 3900 Denver, Colorado		80202-1370
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 626-8300

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

The information set forth in Item 8.01 regarding the amendment to the indenture governing the 11.50% senior notes and revolving credit agreement of Venoco, Inc. (“Venoco” or the “Company”) is incorporated by reference herein.

ITEM 8.01 OTHER EVENTS.

Tender Offer. On As previously disclosed, on August 6, 2013, Venoco~~, Inc.~~ ~~(“Venoco” or the “Company”)~~ commenced a tender offer to purchase for cash, ~~subject to certain conditions, including the completion of the proposed financing transaction by the Company’s sole stockholder, Denver Parent Corporation (“DPC”), described below,~~ any and all of the $150 million outstanding principal amount of its 11.50% senior notes due 2017. In connection with the tender offer, Venoco is also ~~soliciting~~solicited consents from the holders of the 11.50% senior notes to the amendment of the indenture governing those notes to eliminate substantially all of the restrictive covenants in the indenture, among other changes. ~~Venoco~~The ~~estimates~~deadline ~~that~~for ~~the~~providing ~~aggregate~~consents ~~cost~~was of5:00 p.m. ~~purchasing~~New ~~the~~York ~~11.50%~~City ~~senior~~time ~~notes~~on August 19, ~~and~~2013. As ~~making~~of the ~~related~~ consent ~~payments~~deadline, ~~will~~holders beof ~~approximately~~ $~~160~~148,565,000 ~~million~~principal ifamount ~~all~~of ~~notes~~the ~~are~~11.50% ~~tendered~~senior ~~and~~notes ~~all~~tendered ~~consents~~their ~~received.~~notes Ifand provided the ~~DPC~~related ~~financing~~consents. ~~transaction~~Payment ~~described~~for ~~below~~those ~~is completed~~notes, ~~but~~and the ~~tender~~related ~~offer~~consent ispayments, ~~not~~was ~~completed~~made oron ~~less~~August 21, ~~than~~2013. ~~all~~The holders of the tendered 11.50% senior notes ~~are~~received ~~purchased~~a intotal ~~the~~of ~~tender~~$1,068.75 ~~offer~~per $1,000 ~~the~~principal ~~Company~~amount, ~~would~~plus ~~plan~~accrued and unpaid interest up to, ~~use~~but not including, the ~~proceeds~~date of payment. The amendment to the ~~capital~~indenture ~~contribution~~contemplated ~~described~~by ~~below~~the toconsent ~~redeem~~solicitation became effective contemporaneously with the 11payment.~~50%~~ ~~senior~~The ~~notes~~tender ~~that~~offer will remain ~~outstanding~~open inuntil ~~October~~12:00 midnight, New York City time, on September 3, 2013, unless extended or earlier terminated.

Parent Financing Transaction. ~~Subject~~ toOn ~~market~~August 15, ~~conditions~~2013, ~~and~~Venoco’s ~~other~~sole ~~factors~~stockholder, ~~DPC~~Denver isParent ~~planning~~Corporation a(“DPC”) ~~financing~~completed ~~transaction~~its inpreviously ~~which~~announced itoffering ~~would~~of ~~raise approximately~~ $~~250~~255 million, ~~less~~principal ~~fees~~amount ~~and~~of ~~expenses,~~12.25% in/ a13.00% ~~private~~senior ~~offering~~PIK oftoggle ~~senior~~notes ~~unsecured~~due ~~notes~~2018. DPC ~~intends~~used ~~to use~~ the net proceeds of the transaction to repay its senior secured notes and to make a capital contribution to Venoco. Venoco ~~plans~~used ~~to use~~ the net proceeds of the capital contribution to fund the tender offer and consent solicitation payments described above.

Revolving Credit Agreement Amendment. In connection with the DPC financing transaction, ~~Venoco~~on ~~plans~~August 20, to2013, ~~enter~~Venoco entered into an amendment to its revolving credit facility to increase its ability to pay dividends to DPC. ~~Venoco~~The ~~expects that the~~ amendment ~~will~~ generally ~~permit~~permits Venoco, tosubject ~~pay regular cash dividends~~ to ~~DPC~~certain inconditions, ~~an amount sufficient~~ to ~~allow DPC to~~ pay cash ~~interest~~dividends onto ~~its~~DPC ~~new~~up ~~notes. The amendment is expected~~ to ~~become~~a ~~effective~~maximum ~~upon~~amount ~~Venoco’s receipt~~ of a$35 ~~specified~~million ~~cash~~in ~~capital~~a ~~contribution~~four-quarter ~~from~~period ~~DPC~~on ~~and~~a ~~Venoco’s~~rolling ~~purchase of at least 50% of its outstanding 11~~basis.~~50% senior notes.~~

~~Master~~The ~~Limited~~foregoing ~~Partnership. Venoco~~summaries ~~has~~of ~~submitted to~~ the ~~Securities~~terms ~~and Exchange Commission a draft registration statement relating to a master limited partnership (“MLP”) that would own a portion~~ of its producing properties in Southern California. Subject to market conditions and other factors, Venoco may elect to effect an initial public offering of MLP units. Venoco currently expects that it would contribute 22% interests in certain of its key properties (the ~~“partnership~~amendments ~~properties”),~~ to the ~~MLP~~indenture ~~contemporaneously~~governing ~~with~~ the ~~closing~~11.50% ofsenior ~~the~~notes ~~public offering in exchange for cash~~ and ~~general and limited partner interests in~~ the ~~MLP.~~revolving ~~Venoco~~credit ~~expects~~agreement ~~that~~are ~~the~~not ~~MLP~~complete, ~~would sell a majority of the limited partner interests in the MLP in the offering~~ and ~~that~~are ~~the~~qualified ~~offering would be completed~~ in ~~2013.~~their Atentirety ~~least~~by ~~75% of~~ the ~~consideration~~complete ~~Venoco~~text ~~would receive in the transaction would be in the form~~ of ~~cash. Venoco currently expects~~ the ~~partnership properties would consist of 22% working interests in 9 gross (2 net) identified producing wells in the South Ellwood field~~amendments, awhich ~~22%~~are ~~working~~attached ~~interest~~as inExhibits ~~the Santa Clara Federal unit, a 22% working interest in the West Montalvo field, a 6% working interest in the Dos Cuadras field, and a 22% working interest in the Beverly Hills West field~~4.1 ~~As of December 31, 2012, the partnership properties had estimated proved reserves of 7.4 MMBOE~~ and ~~represented 14% of Venoco’s estimated proved reserves~~10.1 ~~For~~hereto ~~the year ended December 31, 2012~~ and ~~the~~are ~~six~~incorporated ~~months~~herein ~~ended~~by ~~June 30, 2013, production from the partnership properties was 640 MBOE and 371 MBOE, respectively~~reference. Venoco would expect to use the cash proceeds of the contribution of assets to the MLP to reduce its outstanding indebtedness. Venoco is unable to predict the amount of cash proceeds it will receive if the transaction is completed.

~~The~~ITEM expectations of DPC and Venoco regarding the nature, timing, terms and completion of the proposed notes tender offer, financing transaction, revolving credit agreement amendment and MLP transaction are subject to numerous risks and uncertainties, and there can be no assurance that any of the transactions will be completed in the expected time frame, on the expected terms or at all9. ~~Nothing~~01 ~~herein~~FINANCIAL ~~constitutes~~STATEMENTS anAND offer to sell or the solicitation of an offer to buy any securities. The securities to be offered in the DPC financing transaction will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.EXHIBITS

Operations Update. The Company completed the 3242-15RD well at its South Ellwood field in early July 2013 and put the well on production in mid-July. The well is currently in the process of de-watering, which is expected to continue for a few more weeks. Until the well has finished the de-watering process, a stabilized oil rate cannot be determined. The initial results from the well indicate that it is producing at a rate of more than 1,000 BOE(d) Exhibits

Exhibit No.		Description

4.1		First Supplemental Indenture, dated as of August 21, 2013, by and among Venoco, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 11.50% senior notes due 2017.

10.1		Third Amendment to Credit Agreement, dated as of August 20, 2013, by and among Venoco, Inc., Citibank, N.A., as administrative agent, the lenders party thereto, and certain subsidiaries of Venoco, Inc. party thereto as guarantors.

per day gross. However, overall production from the field has not increased by the full amount of production attributed to the well, which could indicate that the well is in communication with other wells located in the same bottom-hole vicinity. Prior to the 3242-15RD coming on production, the South Ellwood field produced an average of approximately 5,470 BOE per day in July on a gross basis. Subsequent to the well coming on production, the total field production averaged approximately 5,940 BOE per day for the remainder of July, an increase of approximately 470 BOE per day.2

Also at the South Ellwood field, in July 2013 the Company finished drilling the 3242-19 well to a probable location northeast of Platform Holly in the Coal Oil Point fault block. This well is expected to be completed in two sections. Completion of the first section is scheduled to be finished by August 9, 2013. Testing of the first section of the well is expected to last approximately 30 days. The Company intends to initiate completion of the second section of the well once testing of the first section is concluded.SIGNATURE

~~The~~Pursuant ~~Company~~to ~~initiated its drilling program in~~ the ~~South~~requirements ~~Ellwood~~of ~~field in early 2012. Prior to realizing production from~~ the ~~first~~Securities ~~well~~Exchange inAct ~~the~~of ~~program~~1934, ~~gross production from~~ the ~~field~~registrant ~~averaged~~has ~~approximately~~duly ~~2,500~~caused ~~BOE~~this ~~per~~report ~~day. As~~to ~~noted~~be ~~above,~~signed ~~the~~on ~~field~~its ~~averaged~~behalf ~~total~~by ~~production of approximately 5,940 BOE per day for~~ the ~~second~~undersigned ~~half~~hereunto ofduly ~~July~~authorized.

Date: August 22, 2013

	VENOCO, INC.


	By:	/s/ Edward J. O’Donnell
	Name:	Edward J. O’Donnell
	Title:	Chief Executive Officer

~~SIGNATURE~~3

~~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.~~EXHIBIT INDEX

Date: August 7, 2013
Exhibit No.		Description
	VENOCO, INC.
4.1		First Supplemental Indenture, dated as of August 21, 2013, by and among Venoco, Inc., the guarantors named therein and U.S. Bank National Association, as trustee, relating to the 11.50% senior notes due 2017.
	By:	/s/ Edward J. O’Donnell
10.1		Third Amendment to Credit Agreement, dated as of August 20, 2013, by and among Venoco, Inc., Citibank, N.A., as administrative agent, the lenders party thereto, and certain subsidiaries of Venoco, Inc. party thereto as guarantors.
	Name: Edward J. O’Donnell
	Title: Chief Executive Officer

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