8-K

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): February 8, 2007 (February 2, 2007)

PYR Energy Corporation
(Exact name of registrant as specified in its charter)

Maryland	001-15511	95-4580642
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1675 Broadway, Suite 2450 Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (303) 825-3748

Not Applicable
(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 1.01    Entry into a Material Definitive Agreement.

On February 2, 2007, PYR Energy Corporation (the “Company”) entered into a Letter Agreement (the “Agreement”) with Nielson & Associates, Inc. (“Nielson”) pursuant to which Nielson agreed to purchase, and the Company agreed to sell, all right, title and interest in and to all of the oil and gas leases, associated leasehold and other interests, wells, easements, contracts, permits and properties, including all equipment and other personal property (the “Interests”) owned by the Company in the Ryckman Creek Field. The Interests to be conveyed will be a minimum of a 100% Working Interest and an 86.5625% Net Revenue Interest in the Interests. As consideration for the Interests, Nielson has agreed to pay the Company $775,000 in cash. Management believes that the Company’s sale of the Interests provides the Company with an influx of cash from a non-performing asset that would have required a significant investment to determine its economic viability.

The closing of the Agreement is subject to the delivery by the Company of marketable title to the Interests, free and clear of all liens, mortgages and other encumbrances and claims against the Interests, along with a special warranty of title. Pursuant to the Agreement, Nielson is entitled to conduct due diligence and satisfy itself that the Company owns the Interests and that no material title defects, material contractual restrictions, or material environmental liabilities exist with respect to the Interests. The parties have agreed that, for accounting purposes, the effective date of the sale will be February 1, 2007 and the transaction shall close no later than February 28, 2007.

The foregoing description does not purport to be a complete description of all the terms of the Agreement. A copy of the Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01.    Regulation FD Disclosure.

On February 7, 2007, the Company issued a press release entitled “PYR Energy Provides Update on Recent Events”. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in Section 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. In addition, the information in Section 7.01 of this Current Report shall not be incorporated by reference into any filing of the Company, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(c)     Exhibits.

Exhibit No.	Description
10.1	Letter Purchase Agreement, dated as of February 2, 2007, between the Company
	and Neilson & Associates, Inc.
99.1	Press Release issued February 7, 2007

_________________

SIGNATURES

     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 thereunto duly authorized.

Date:   February 8, 2007

PYR ENERGY CORPORATION

By:   /s/ Kenneth R. Berry, Jr.
Kenneth R. Berry, Jr.
Chief Executive Officer and
President

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Purchase Agreement, dated as of February 2, 2007, between the Company
	and Neilson & Associates, Inc.
99.1	Press Release issued February 7, 2007

EX-10.1

Exhibit 10.1

NIELSON & Associates Inc.

P.O. Box 2850 * Cody, Wyoming 82414 (307) 587-2445 FAX (307) 527-4943

February 2, 2007

Mr. Tucker Franciscus
Pyr Energy Corp.
1675 Broadway, #2450
Denver, CO 80202

Re:    Offer to Purchase Interests
          Ryckman Creek Leases
          Uinta County, Wyoming

Dear Mr. Franciscus:

Nielson & Associates, Inc. (“Buyer”) hereby extends an offer to Pyr Energy Corp. (“Seller”) of Seven Hundred Seventy Five Thousand Dollars ($775,000) (the “Purchase Price”) for all right, title and interest in and to all of the oil and gas leases, associated leasehold and other interests, wells, easements, contracts, permits and properties, including all equipment and other personal property (“Interests”) owned by Seller in the Ryckman Creek Field as more fully described in the attached Exhibit A. This offer is subject to the following terms and conditions.

1. Effective Date.   The effective date of the sale will be February 1, 2007 (“Effective Date”).

2. Closing Date.    This transaction shall close no later than February 28, 2007 (“Closing Date”).

3. Interests to be Conveyed.    The interests to be conveyed will be a minimum of 100% Working Interest and an 86.5625% Net Revenue Interest in the Interests described on Exhibit A. Seller shall reserve and except from the Interests to be conveyed to Buyer an 0.9375% overriding royalty interest.

4.    Accounting as of the Effective Date. Seller shall be responsible for all costs, expenses and liabilities relating to the Interests (including without limit ad valorem, production, severance and excise taxes and royalties) and shall be entitled to all proceeds, and income attributable to the Interests prior to the Effective Date. Nielson shall be responsible for all costs, expenses and liabilities relating to the Interests (including without limit ad valorem, production, severance and excise taxes and royalties) and shall be entitled to all proceeds, receipts, and income attributable to the Interests after the Effective Date. Adjustments pursuant to this section shall be made at closing, if possible, or within 45 days of closing if adjustment amounts are indeterminable at the time of closing.

5.    Marketable Title. This offer is subject to delivery of marketable title, free and clear of all liens, mortgages and other encumbrances and claims against the Interests and with a special warranty of title.

6.    Due Diligence. Nielson shall be entitled to conduct due diligence from the execution of this offer letter, including an onsite inspection, and shall be afforded full opportunity to review Seller’s files, including title, accounting and contract information relating to the Interests. Nielson shall have satisfied itself that Seller owns the interests set forth on Exhibit A, and that no material title defects, material contractual restrictions, or material environmental liabilities exist. In addition, Nielson shall have satisfied itself as to the status of gas imbalances, if any, and payout accounts affecting the Interests.

7.    Gas Imbalances. Gas imbalances, if any, attributable to the Interests as of the Effective Date shall be adjusted by a mutually agreeable amount.

8.    Claims, Liens and Encumbrances. At closing, the Interests shall be conveyed to Nielson free and clear of all liens, encumbrances and claims and with a special warranty of title.

9.    Confidentiality. The parties agree to maintain confidentiality with respect to the terms and conditions of this offer letter except with the written consent of the other party, which consent will not be unreasonably withheld, or as otherwise may be required by law, rule, order or subpoena.

10.    Amendments. No amendments or other changes to this offer letter shall be effective unless the same is in writing and signed by both parties. This offer letter shall not be assigned in whole or in part by either party without the prior written consent of the other party, except as required to execute a Like-Kind Exchange.

11.    Expenses. Seller and Nielson acknowledge that no broker or finder is entitled to any fees or other commission in connection with the proposed purchase of the Interests.

12.    Binding Commitment. Both parties acknowledge that execution of agreement to this offer letter constitutes a binding commitment.

13.    Timing of Acceptance. This offer shall be considered void if not accepted by February 2, 2007. Nielson reserves the right to withdraw this offer or cancel it at any time without prior notice to Seller.

If the terms and conditions of this offer are acceptable, please indicate your agreement by signing below and returning one of the executed originals to my attention. Please feel free to contact me at (307) 527-2864 if you should have any questions.

My Best Regards,

/s/   Tom Fitzsimmons

Tom Fitzsimmons
EVP/COO
Nielson & Associates, Inc,

AGREED TO AND ACCEPTED THIS 2ND DAY OF FEBRUARY, 2007.

PYR ENERGY CORP.

By:    /s/ Kenneth R. Berry, Jr.

Name:     Kenneth R. Berry, Jr.

Title:    Chief Executive Officer and President

Exhibit “A”
Offer to Purchase Interests
Ryckman Creek Field
Uinta County, Wyoming

Lease	Description	WI		NRI
WYW 160458	Sec. 24 ALL	100	%	86.5625%
	T17N,
	R119W
	Uinta County, Wyoming
	All Depths
WYW 160457	Sec. 18 Lots 5-8; E2; E2W2	100	%	86.5625%
	Sec. 30 Lots 5-8; E2; E2W2
	T17N, R118W
	Uinta County, Wyoming
	All Depths

EX-99.1

Exhibit 99.1
Press Release

PYR ENERGY CORPORATION
[GRAPHIC OMITTED]

NEWS RELEASE
February 7, 2007
PYR ENERGY PROVIDES UPDATE ON RECENT EVENTS

DENVER – PYR Energy Corporation (AMEX:PYR) announces operational updates on certain projects. The Harstad #1-15H well, located in the North Stockyard Creek Field development project in Williams County, North Dakota, reached total depth on January 31. The well was drilled horizontally a distance of approximately 4700 feet from casing point within the Bluell Member of the Mission Canyon Formation. As a result of strong shows of oil and gas encountered within this horizontal leg, completion operations have commenced. It is anticipated that testing of the well will begin within the next two weeks. PYR Energy is participating with a 20% working interest in a project area encompassing 3116 gross acres. Following the completion of the Harstad #1-15H, the Company and partners will consider drilling additional horizontal development wells within this acreage block.

PYR also has agreed to sell its interests in the Ryckman Creek project area, comprised of approximately 1900 net acres located in Uinta County, Wyoming, to a private company for $775,000 in cash.

The Company’s #1-30 Duck Federal well, located within the Whitney Canyon-Carter Creek field complex in the Overthrust Belt area of Uinta County, Wyoming, continues to produce approximately 6.0 MMcf of gas, 80 barrels of associated condensate and 340 barrels of water per day. As a result of processing, approximately 60% of the gas produced at the wellhead is available for sale as residual gas plus associated products. Subject to rig availability, the reentry of the UPRC 25-1 well, approximately 2400 feet from the #1-30 Duck Federal well, will commence by the operator at a later date. The Company has a 28.75% working interest in the #1-30 Duck Federal and UPRC 25-1 wells.

The Nome-Long #1 well, located in Jefferson County, TX, is currently producing at 7.0 MMcf and 230 BO per day on a 13/64^th choke from limited perforations (26 feet) in the Yegua Formation. However, the operator, Samson Lone Star LP, has not been allocating any of the production to PYR’s interest and PYR has not been able to use Samson’s gathering and treatment facilities for PYR’s interest. As a result, PYR is undertaking to construct its own gathering line and separation and treatment facility in order that it will be able to take and sell its share of production. PYR has an 8.33% working interest and a small overriding royalty interest in this well. Our interests in wells drilled in this prospect are subject to an initial net profits interest of 50% held by the Venus Exploration Trust.

PYR’s Board of Directors is considering and reviewing the proposal it recently received from Samson Investment Company, together with an overall review of PYR’s properties, operations and opportunities, in order to pursue the best interests of its shareholders. As part of that process, the Board intends to participate in the meeting suggested by Samson to discuss Samson’s proposal and other matters. The Company believes that its previously announced, recently approved, Shareholder Rights Plan also will add to that process.

_________________

     Denver based PYR Energy is an independent oil and gas company primarily engaged in the exploration for and the development and production of natural gas and crude oil.  At the current time, PYR’s activities are focused in select areas of the Rocky Mountain region and the Gulf Coast.  Additional information about PYR Energy Corporation can be accessed via the Company’s web site at www.pyrenergy.com.

_________________

     This release and the Company’s website contain forward-looking statements regarding PYR Energy Corporation’s future plans and expected performance based on assumptions the Company believes to be reasonable. A number of risks and uncertainties could cause actual results to differ materially from these statements, including, without limitation, the success rate of exploration efforts and the timeliness of development activities, fluctuations in oil and gas prices, and other risk factors described from time to time in the Company’s reports filed with the SEC. In addition, the Company operates in an industry sector where securities values are highly volatile and may be influenced by economic and other factors beyond the Company’s control. This press release and the Company’s website include the opinions of PYR Energy and does not necessarily include the views of any other person or entity.

Contact:	1675 Broadway, Suite 2450
Kenneth R. Berry, Jr., President	Denver, CO 80202
Tucker Franciscus, VP	Phone:    303.825.3748
	Fax:   303.825.3768