SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* RAMIUS CAPITAL GROUP LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Baseline Oil & Gas Corp. [ BOGA.OB ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/05/2007
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
14% Senior Subordinated Convertible Secured Notes ("Notes")	(1)	10/05/2007		S			1,500,000(2)	10/01/2007	10/01/2013	Shares of common stock, $0.001 par value ("Common Stock")	2,083,500	$1,500,000	2,083,500	I(3)(4)(5)	See Footnotes(3)(4)(5)

1. Name and Address of Reporting Person* RAMIUS CAPITAL GROUP LLC (Last) (First) (Middle) 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RCG PB, Ltd (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* C4S & CO LLC (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COHEN PETER A (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVE, 26TH FL (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STARK MORGAN B (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* STRAUSS THOMAS W (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVE, 26TH FL (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SOLOMON JEFFREY M (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVENUE, 26TH FL (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RAMIUS ADVISORS LLC (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, L.L.C. 666 THIRD AVE, 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* RCG LATTITUDE MASTER FUND LTD (Last) (First) (Middle) C/O RAMIUS CAPITAL GROUP, LLC 666 THIRD AVENUE 26TH FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Each $1.000 principal amount of Notes is convertible into 1,389 shares of Common Stock.

2. $1,500,000 principal amount of Notes.

3. Ramius Capital Group, L.L.C., a Delaware limited liability company ("Ramius Capital"), (i) acts as the investment advisor of RCG Latitude Master Fund, Ltd., a Cayman Islands company ("RCG Latitude"), which directly or indirectly holds $975,000 principal amount of Notes, which are convertible into 1,354,275 shares of Common Stock and (ii) is the sole member of Ramius Advisors, LLC, a Delaware limited liability company ("Ramius Advisors"), which acts as the investment advisor of RCG PB, Ltd., a Cayman Islands company ("RCG PB"), which directly or indirectly holds $525,000 principal amount of Notes, which are convertible into 729,225 shares of Common Stock.

4. As the investment advisor of RCG PB, Ramius Advisors may be deemed to beneficially own the $525,000 principal amount of Notes directly or indirectly held by RCG PB. As the investment advisor of RCG Latitude and as the sole member of Ramius Advisors, Ramius Capital may be deemed to beneficially own (i) the $975,000 principal amount of Notes directly or indirectly held by RCG Latitude and (ii) the $525,000 principal amount of Notes directly or indirectly held by RCG PB. As the managing member of Ramius Capital, C4S & Co., L.L.C., a Delaware limited liability company ("C4S"), may be deemed to beneficially own the $975,000 principal amount of Notes directly or indirectly held by RCG Latitude and the $525,000 principal amount of Notes directly or indirectly held by RCG PB.

5. As the managing members of C4S, each of Peter A. Cohen, Morgan B. Stark, Jeffrey M. Solomon and Thomas W. Strauss may be deemed to beneficially own the $975,000 principal amount of Notes directly or indirectly held by RCG Latitude and the $525,000 principal amount of Notes directly or indirectly held by RCG PB. Each Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interest, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

Remarks:

The Power of Attorney executed by Jeffrey M. Solomon, Peter A. Cohen, Morgan B. Stark and Thomas W. Strauss, authorizing Owen S. Littman to sign and file this Form 4 on each person's behalf, which was filed with the Form 3 filed with the Securities and Exchange Commission on October 16, 2007 by such Reporting Persons with respect to the common stock of the Issuer.

	RAMIUS CAPITAL GROUP, L.L.C., By: Owen S. Littman, Authorized Signatory	10/16/2007
	RCG LATITUDE MASTER FUND, LTD., By: Ramius Capital Group, L.L.C., Its Investment Advisor, By: Owen S. Littman, Authorized Signatory	10/16/2007
	RCG PB, LTD., By: Ramius Advisors, LLC, Its Investment Advisor, By Ramius Capital Group, L.L.C., As Sole Member, By: /s/ Owen S. Littman, Authorized Signatory	10/16/2007
	RAMIUS ADVISORS, LLC, By: Ramius Capital Group, L.L.C., as Sole Member, By: /s/ Owen S. Littman, Authorized Signatory	10/16/2007
	C4S & CO, L.L.C., By: Jeffrey M. Solomon, as Managing Member, By: /s/ Owen S. Littman, as Atorney-In-Fact for Jeffrey M. Solomon	10/16/2007
	PETER A. COHEN, By: /s/ Owen S. Littman, as Attorney-In-Fact for Peter A. Cohen	10/16/2007
	MORGAN B. STARK, By: /s/ Owen S. Littman, as Attorney-In-Fact for Morgan B. Stark	10/16/2007
	THOMAS W. STRAUSS, By: /s/ Owen S. Littman, as Attorney-In-Fact for Thomas W. Strauss	10/16/2007
	JEFFREY M. SOLOMON, By: /s/ Owen S. Littman, as Attorney-In-Fact for Jeffrey M. Solomon	10/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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