UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) ~~OF THE~~

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~ 17December 23, 2013 (December 1718, 2013)

GASTAR EXPLORATION, INC.

GASTAR EXPLORATION USA, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE 001-32714 46-4103114


Delaware	001-32714	46-4103114
Delaware	001-35211	38-3531640
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

DELAWARE 001-35211 38-3531640

1331 Lamar Street, Suite 650

Houston, Texas

77010

(Address of principal executive offices)

(ZIP Code)

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

1331 LAMAR STREET, SUITE 650

HOUSTON, TEXAS 77010

(Address of principal executive offices)

(713) 739-1800

(Registrant'’s telephone number, including area code)

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))

SECTION 1~~-LA/547960.2~~ – REGISTRANT’S BUSINESS AND OPERATIONS

~~SECTION~~Item 71.01 -Entry ~~REGULATION~~into FDa Material Definitive Agreement

~~Item~~Credit ~~7.01 Regulation~~Facility ~~FD.~~Guaranty

OnGastar Exploration ~~December 17~~USA, ~~2013~~Inc. (“Gastar USA”), a direct subsidiary of Gastar Exploration, Inc. (the " “Company"”), ~~issued~~is aparty ~~press~~to ~~release~~that ~~providing~~certain anSecond ~~update~~Amended onand ~~its~~Restated ~~Mid-Con~~Credit 7HAgreement, ~~well~~dated inas ~~the~~of ~~Hunton~~June 7, ~~Limestone~~2013, ~~Play. A~~among ~~copy~~Gastar ofUSA, Wells ~~the~~Fargo ~~Company's~~Bank, ~~press~~National ~~release~~Association, ~~dated~~as ~~December~~administrative 17agent, ~~2013,~~and isthe ~~furnished~~lenders ~~herewith~~party asthereto ~~Exhibit~~(the 99“Credit Facility”).1 ~~and~~The maximum amount of the Credit Facility is ~~incorporated~~$500,000,000, ~~herein~~with bya ~~reference~~current borrowing base of $100,000,000, which has not been drawn upon.

InOn ~~accordance~~December 18, ~~with General Instruction B.2 of Form 8-K~~2013, the ~~information~~Company ~~presented~~entered ~~herein~~into ~~under~~a ~~Item~~parent ~~7.01~~guaranty ~~and~~agreement ~~set forth in~~ (the ~~attached~~“Credit ~~press~~Facility Guaranty”) ~~release~~to ~~included~~guaranty asGastar ~~Exhibit~~USA’s ~~99.1~~obligations tounder ~~this~~the ~~report~~Credit isFacility. ~~deemed~~Pursuant to bethe ~~“furnished”~~Credit ~~solely~~Facility ~~pursuant~~Guaranty, tothe ~~Item~~Company ~~7.01~~irrevocably ~~of this report~~ and ~~shall~~unconditionally ~~not~~guaranteed bethe ~~deemed~~punctual ~~“filed”~~payment ~~for~~and ~~purposes~~performance of ~~Section~~all 18Credit ~~of the Securities Exchange Act of 1934~~Facility obligations, ~~as amended (the “Exchange Act”), or otherwise~~ subject to ~~the~~fraudulent ~~liabilities~~transfer ~~of that section~~laws, ~~nor~~in ~~shall such information or~~ the ~~exhibit~~manner beand ~~deemed~~to ~~incorporated by reference into any filing under~~ the ~~Securities~~extent ~~Act~~set offorth ~~1933,~~in ~~as amended, or~~ the ~~Exchange~~Credit ~~Act~~Facility Guaranty.

~~SECTION~~A 9copy of the Credit Facility Guaranty is attached as Exhibit 10.1 to this Current Report on Form 8-K ~~FINANCIAL~~and ~~STATEMENTS~~incorporated ~~AND~~herein ~~EXHIBITS~~by reference and is hereby filed. The description of the Credit Facility Guaranty in this Current Report is a summary and is qualified in its entirety by reference to the complete text of such agreement.

~~Item~~Notes ~~9.01~~Guarantee ~~Financial Statements and Exhibits.~~

On December 23, 2013, the Company entered into the Parent Guarantee agreement (dthe “Notes Guarantee”). ~~Exhibits~~Pursuant to the Notes Guarantee, the Company jointly and severally, unconditionally guaranteed all notes issued under that certain Indenture, dated May 15, 2013, among Gastar USA and each of the subsidiary guarantors from time to time party thereto, and Wells Fargo Bank, National Association, as trustee and collateral agent, relating to the Company’s 8 5/8% Senior Secured Notes due 2018, which to date includes $325.0 million aggregate principal amount such notes.

~~The~~A ~~following~~copy isof athe ~~list~~Notes ofGuarantee ~~exhibits~~is ~~furnished~~attached as ~~part~~Exhibit of10.2 to this Current Report on Form 8-K: and incorporated herein by reference and is hereby filed. The description of the Notes Guarantee in this Current Report is a summary and is qualified in its entirety by reference to the complete text of such agreement.

~~Exhibit~~SECTION ~~No. Description~~2 of– ~~Document~~ FINANCIAL INFORMATION

99Item 2.~~1 Press~~03 ~~release~~Creation ~~dated~~of ~~December~~a ~~17,~~Direct ~~2013~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included under the headings “Credit Facility Guaranty” and “Notes Guarantee” under Item 1.01 of this Current Report on Form 8-2-K is incorporated herein by reference.

~~SIGNATURES~~SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Exhibits.

~~Date: December~~(d) ~~17, 2013~~Exhibits

~~GASTAR~~The ~~EXPLORATION,~~following ~~INC.~~is a list of exhibits furnished as part of this Form 8-K:

By: /s/ J. RUSSELL PORTER


Exhibit No.		Description of Document

10.1		First Lien Guaranty Agreement, dated as of December 18, 2013, between Gastar Exploration, Inc. and Wells Fargo Bank, National Association, as collateral agent.

10.2		Parent Guarantee, dated as of December 23, 2013, of Gastar Exploration, Inc.

J.SIGNATURES ~~Russell Porter~~

~~President~~Pursuant ~~and~~to ~~Chief~~the ~~Executive~~requirements ~~Officer~~of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GASTAR EXPLORATION USA, INC.


Date: December 23, 2013	GASTAR EXPLORATION, INC.

	By:	/s/ J. Russell Porter
		J. Russell Porter
		President and Chief Executive Officer

	GASTAR EXPLORATION USA, INC

	By:	/s/ J. Russell Porter
		J. Russell Porter
		President

~~By: /s/~~EXHIBIT J.INDEX ~~RUSSELL PORTER~~

J. Russell Porter


Exhibit No.		Description of Document

10.1		First Lien Guaranty Agreement, dated as of December 18, 2013, between Gastar Exploration, Inc. and Wells Fargo Bank, National Association, as collateral agent.

10.2		Guarantee, dated as of December 23, 2013, of Gastar Exploration, Inc.

President

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EXHIBIT INDEX

Exhibit No. Description of Document

99.1 Press release dated December 17, 2013.

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