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): ~~May~~June 915, 2009

BASELINE OIL & GAS CORP.

(Exact Name of Registrant as Specified in its Charter)


Nevada	000-51888	30-0226902
State of Incorporation	Commission File Number	IRS Employer I.D. Number

411 North Sam Houston Parkway East, Suite 300, Houston, Texas 77060

Address of principal executive offices

Registrant’s telephone number: (281) 591-6100

(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):

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

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

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

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

Item 2.04

Termination Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~May~~June 915, 2009, Baseline Oil & Gas Corp. (“we”, “us” or “the Company”) incurred an Event of Default under that ~~Indenture~~indenture dated October 1, 2007, as amended by that First Amended and Restarted Indenture dated October 29, 2009 (the “Restated Indenture”) governing the Company’s outstanding 12 1/2% Senior Secured Notes due 2012 and 15% Senior Secured Notes due 2009 (~~collectively,~~ the “15% Notes”).

~~The~~Under the Restated Indenture, ~~required~~the us15% toNotes ~~maintain~~matured aon ~~ratio~~June 15, of2009, ~~PV-10~~at ~~(the~~which ~~sum~~time ~~of discounted~~we ~~future~~were ~~net~~obligated ~~cash~~to ~~flow~~pay, ~~discounted~~in full, atthe aoutstanding ~~10%~~principal ~~discount~~amount ~~rate~~ of ~~all~~the ~~categories~~15% ofNotes, ~~unrisked~~together ~~proved~~with ~~reserves~~all ~~from~~accrued ~~our~~and ~~recent~~unpaid ~~reserve~~interest ~~report~~thereon. ~~covering~~Our ~~our~~failure ~~oil~~on June &15, ~~gas~~2009 ~~properties)~~ to ~~our~~pay ~~senior~~such ~~secured~~principal ~~indebtedness~~amount ~~(calculated~~and asinterest, in the ~~outstanding~~ ~~principal~~approximate ~~amount~~aggregate sum of ~~the~~$114.8 ~~Notes~~million constituted ~~less~~an ~~cash~~immediate Event of Default pursuant to (and ~~cash~~as ~~equivalents~~defined ofin) the ~~Company)~~Restated Indenture. The above aEvent ~~defined~~of ~~minimum~~Default ~~threshold,~~entitles asthe ~~determined~~Trustee (as defined in the Restated Indenture), acting of ~~June 30th~~its ~~and~~own ~~December 31st~~accord or at the direction of ~~any~~the ~~year,~~holders of ~~commencing~~a ~~with~~majority ~~December 31,~~of ~~2008.~~the Asaggregate outstanding principal amount of ~~December 31,~~the ~~2008~~15% Notes, ~~our~~to ~~ratio~~institute ofproceedings ~~PV-10~~against the Company to ~~senior~~collect ~~secured~~monies ~~indebtedness~~due ~~was~~and ~~determined~~owing and/or to beforeclose ~~1.09,~~on inthe ~~breach~~Collateral of(as ~~our~~defined ~~obligation~~in tothe ~~maintain~~Restated ~~this~~Indenture), ~~ratio~~including substantially ~~above~~all ~~1.15~~of asthe ofCompany’s assets, securing such ~~date~~payment obligations.

OnWe ~~April 9,~~have ~~2009,~~not weidentified ~~received~~a ~~notice~~means ofto ~~such~~repay ~~breach from~~ the ~~Bank~~15% ofNotes currently ~~New~~due ~~York~~and ~~Mellon,~~owing. ~~the~~As ~~trustee~~disclosed ~~under~~previously, ~~the~~we ~~Restated~~have ~~Indenture.~~engaged ~~Because~~a wefinancial ~~could~~advisor ~~not remedy~~to ~~such~~advise ~~covenant~~the ~~default~~Company ~~within~~on 30courses ~~days~~of ~~after~~action ~~our~~available ~~receipt~~to ofus, ~~notice~~including, ~~thereof~~without limitation, ~~such~~available ~~default~~financing isand ancapital ~~Event~~restructuring ofalternatives, ~~Default~~targeted cost ~~under~~reductions, the ~~Restated~~sale ~~Indenture.~~of Asassets aand ~~result,~~the ~~holders~~sale ofor atmerger ~~least 25%~~ of the ~~aggregate~~Company. ~~outstanding~~If ~~principal~~we ~~amount~~are ofnot ~~the~~able ~~Notes~~to ~~may declare~~successfully ~~the~~or ~~principal~~timely ~~amount~~implement one or more of ~~all~~these ~~Notes~~strategies, ~~together~~or ~~with~~in ~~any~~order ~~accrued~~for ~~and~~us ~~unpaid~~to ~~interest~~implement ~~thereon~~one or more of these strategies, ~~immediately~~we ~~due~~may ~~and~~voluntarily seek ~~payable~~protection under the U.S. Bankruptcy Code.

As previously disclosed by us in recent filings with the Commission, we have engaged a financial advisor to advise us on courses of action available to us, including, without limitation, available financing and capital restructuring alternatives, targeted cost reductions, the sale of assets and the sale or merger of the Company. If we are not able to successfully implement one or more of these strategies, or in order for us to implement one or more of these strategies, we may voluntarily seek protection under the U.S. Bankruptcy Code.

SIGNATURES

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

Dated: May 12, 2009			Baseline Oil & Gas Corp.
Dated: June 19, 2009	Baseline Oil & Gas Corp.
	By:	/s/ Thomas R. Kaetzer	~~By:~~	~~/s/ Patrick H. McGarey~~
			Name:	Patrick H. McGarey
		Name: Thomas R. Kaetzer
			Title:	Chief Financial Officer
		Title: President

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