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): ~~June~~April 2217, 2009

South Texas Oil Company

(Exact name of Registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	001-33777 Commission File Number	74-2949620 (I.R.S. Employer Identification No.)
Nevada (State or other jurisdiction of incorporation or organization) 300 East Sonterra Boulevard Suite 1220 San Antonio, Texas (Address of principal executive offices)	001-33777 Commission File Number	74-2949620 (I.R.S. Employer Identification No.) 78258 (Zip Code)
300 East Sonterra Boulevard Suite 1220 San Antonio, Texas (Address of principal executive offices)		78258 (Zip Code)
Registrant’s telephone number, including area code: (210) 545-5994

Registrant’s telephone number, including area code: (210) 545-5994

___________________________________________________

(Former name, former address and former fiscal year, 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:

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))

~~SECTION 3~~Section 5 - ~~SECURITIES~~Corporate ~~AND~~Governance ~~TRADING MARKETS~~and Management

~~ITEM 3~~Item 5.0103 ~~NOTICE~~Amendments OFto ~~FAILURE~~Articles TOof ~~SATISFY~~Incorporation Aor ~~CONTINUED LISTING~~Bylaws; ~~RULE~~Change ORin ~~STANDARD~~Fiscal Year.

~~Item~~AMENDMENTS ~~3.01~~TO ~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~BYLAWS

~~As previously~~On ~~disclosed~~April 17, ~~on May 20,~~ 2009, ~~South~~the ~~Texas Oil~~ Company ~~received a Nasdaq Staff Deficiency Letter from Nasdaq~~’s ~~Listing~~Board ~~Qualifications~~of ~~Department indicating~~Directors ~~that~~voted ~~the~~unanimously ~~Company~~to ~~was~~amend ~~not~~Sections 2.5, 2.11 inand ~~compliance~~2.12 ~~with~~of the ~~minimum $10,000,000 stockholders~~Company’s ~~equity~~existing ~~requirement~~Bylaws, ~~for continued listing on the Nasdaq Global~~as ~~Market.~~follows:

AsSection ~~disclosed~~2.5, inNotice ~~the~~of ~~Company’s Form 8-K filed with the Securities and Exchange Commission on June 18~~Meeting, ~~2009,~~was ~~the~~amended ~~Company submitted~~ to ~~Nasdaq~~increase ~~on June 4, 2009 a plan for regaining compliance with~~ the ~~continued~~number ~~listing requirements based, in part, upon the closing~~ of ~~the~~days ~~Company’s~~notice ~~$27.3 million debt restructuring~~within ~~transactions, with Longview Fund L.P., its largest stockholder,~~ which ~~closed effective May 18, 2009. The Company’s plan indicated that the restructuring transactions would have~~ a ~~positive~~notice ~~effect~~of onmeeting ~~the~~of ~~Company’s~~ stockholders’ ~~equity,~~may ~~which~~be ~~would~~delivered ~~enable~~from ~~the~~thirty ~~Company~~(30) days to ~~satisfy~~sixty ~~the stockholders’~~(60) ~~equity requirement for continued listing on the Nasdaq Global Market~~days. ~~Specifically, the Company’s plan indicated that:~~

·Section 2.11 ~~The~~and ~~Company~~2.12, ~~will~~Fixing ~~have~~of ~~increased~~Record ~~available~~Date, ~~cash~~were ~~for~~amended ~~operations~~to bydelete ~~reduction~~the “closing of books” ~~debt~~provisions ~~service~~and ofto ~~approximately~~fix ~~$8,800~~in ~~per~~advance ~~day~~a (date as the record date for any determination or ~~approximately~~meeting ~~$3.2~~of ~~million~~stockholders, ~~per~~a ~~year)~~date ~~associated~~not ~~with~~more ~~the~~than ~~reduction~~ninety ofcalendar days ~~debt~~and, asin case of a ~~result~~meeting of ~~the~~stockholders, ~~proposed~~not ~~exchange.~~less ~~There~~than ~~are~~ten ~~currently~~business nodays prior ~~arrears~~to inthe ~~principal~~date oron ~~interest~~which inthe ~~respect~~particular action requiring a determination of stockholders is to ~~the~~be ~~Notes~~taken.

·AMENDMENT TO ~~The~~ARTICLES ~~Company~~OF ~~will have a significant improvement of its balance sheet and total stockholders’ equity, which will result in a greater ability to attract future financing to support strategic growth.~~INCORPORATION

On June 2230, ~~2009~~2006, the ~~Nasdaq~~Company byfiled ~~letter~~its ~~notified~~Certificate ~~the~~of ~~Company~~Amendment ~~that,~~to onArticles ~~the~~of Incorporation ~~basis~~to ofincrease the Company’s ~~June~~authorized ~~18,~~shares ~~2009~~of ~~Form~~common ~~8-K~~stock ~~filing~~from 50,000,000 ~~and~~to ~~subject~~200,000,000, pursuant to ~~continued~~a ~~monitoring~~stockholder ofvote by consent, which ~~the~~became effective May 18, 2009. The Company’s ~~ongoing~~anticipates ~~compliance~~future ~~with~~efforts to raise additional capital to meet the ~~stockholder’s~~needs ~~equity~~of ~~requirement~~its oil and natural gas exploration and development activities, as part of its strategic growth plan. ~~Nasdaq~~Efforts ~~has~~to ~~determined~~raise ~~that~~additional funds in the ~~Company~~future ~~complies~~may ~~with~~involve the ~~Nasdaq’s~~issuance ~~listing~~of ~~qualifications~~convertible ~~for~~debt, ~~listing~~pure onequity, ~~the~~or ~~Nasdaq~~a ~~Global~~combination ~~Market~~thereof, in one or more transactions.

AsA ~~copy~~change ofin ~~Nasdaq~~the ~~letter~~authorized iscapital ~~attached~~stock asof a Nevada corporation requires an ~~Exhibit~~amendment to the ~~this~~Company’s ~~Form~~Articles ~~8-K~~of Incorporation. Nevada Revised Statutes 78.390 requires stockholder approval to amend the Company’s Articles of Incorporation, which may be by stockholders’ consent without a meeting as provided in Nevada Revised Statutes 78.320.

~~ITEM~~Section 8 ~~9.01.~~- ~~Financial~~Other ~~Statements And Exhibits~~Events

Exhibit Number	Description
99.1	Nasdaq letter, dated June 22, 2009.
99.2	Press Release, dated June 23, 2009.

Item 8.01 Other Events.

CERTIFICATE OF DESIGNATIONS – SERIES A CONVERTIBLE PREFERRED STOCK

On June 11, 2009, the Company filed its Certificate of Designations for its Series A Convertible Preferred Stock, which designates 2,000,000 of the Company’s existing authorized preferred stock as shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock shall have a stated value equal to $10.00 (as adjusted for any stock dividends, combinations or splits with respect to such shares) and $0.001 par value. The Series A Convertible Preferred Stock does not have voting rights.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number	Description
3.1	Bylaws, amended through July 6, 2009
3.2	Certificate of Amendment to Articles of Incorporation to increase authorized common stock, dated June 30, 2009
4.1	Certificate of Designations Filing Certificate (The complete Series A Convertible Preferred Stock designations document was filed with the Securities and Exchange Commission on February 23, 2009 as Exhibit 99.2 to the Company’s form 8-K and is incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	SOUTH TEXAS OIL COMPANY
Date: June 23, 2009	By:	/s/ MICHAEL J. PAWELEK
		Name: Michael J. Pawelek Title: Chief Executive Officer

Date: July 6, 2009

Exhibit Number	Description
99.1	Nasdaq letter, dated June 22, 2009.
99.2	Press Release, dated June 23, 2009.

South Texas Oil Company

By: /s/ Michael J. Pawelek

Michael J. Pawelek, Chief Executive Officer

Exhibit Index	Description
3.1	Bylaws, amended through July 6, 2009
3.2	Certificate of Amendment to Articles of Incorporation to increase authorized common stock, dated June 30, 2009
4.1	Certificate of Designations Filing Certificate (The complete Series A Convertible Preferred Stock designations document was filed with the Securities and Exchange Commission on February 23, 2009 as Exhibit 99.2 to the Company’s form 8-K and is incorporated herein by reference)

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