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) November 30, 2007

NORTHERN OIL AND GAS, INC.

(Name of small business issuer in its charter)

Nevada	000-30955	87-0645378
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

130 Lake Street West, Suite 300 Wayzata, MN	55391
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (952) 476-9800

Copies of Communications to:

Adams, Monahan & Sankovitz, LLP

Attention: James R. Sankovitz

701 Xenia Avenue South, Suite 130

Minneapolis, Minnesota 55416

(763) 746-3496

Fax (763) 746-2269

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))

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SECTION 1 - REGISTRANTS BUSINESS AND OPERATIONS

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 30, 2007, the Board of Directors amended certain provisions of the Company’s existing Bylaws to permit the issuance of the Company’s capital stock in uncertificated form, which the Company’s Board of Directors deemed desirable to facilitate transfers of the Company’s common stock through the Direct Registration System.  The entire amendment to the Company’s Bylaws is attached as Exhibit 99.1.

In light of previous amendments to the Company’s Bylaws and the change of the Company’s name during 2007, the Board of Directors also authorized the utilization of Amended and Restated Bylaws of the Company, which merely incorporate all amendments adopted by the Board of Directors and the Company’s shareholders to-date, including those amendments adopted November 30, 2007.  The Company’s Amended and Restated Bylaws are attached as Exhibit 99.2.

Item 5.05 – Amendments to the registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On November 30, 2007, the Board of Directors adopted a Code of Business Conduct and Ethics, to establish expectations with respect to the conduct of all executive and other officers, employees, independent contractors and agents of the Company while acting on the Company’s behalf.  In addition, and pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, the Code of Business Conduct and Ethics adopted by the Company includes a financial code of ethics, by which the Company’s President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and/or Controller or, if no person holds any of such offices, the person or persons performing similar functions are expected to conduct themselves when carrying out their duties and responsibilities.

The Code of Business Conduct and Ethics is attached as Exhibit 99.3.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 - Financial Statements and Exhibits

Exhibit 99.1 – Amendment to Bylaws of Northern Oil & Gas, Inc. dated November 30, 2007

Exhibit 99.2 – Amended and Restated Bylaws

Exhibit 99.3 – Northern Oil and Gas, Inc. Code of Business Conduct and Ethics, effective as of November 30, 2007

Exhibit Number	Description
99.1	Amendment to Bylaws of Northern Oil & Gas, Inc. dated November 30, 2007
99.2	Amended and Restated Bylaws
99.3	Northern Oil and Gas, Inc. Code of Business Conduct and Ethics, effective as of November 30, 2007

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SIGNATURE PAGE FOLLOWS]

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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 hereunto duly authorized.

NORTHERN OIL AND GAS, INC.

Date:  December 4, 2007                                                                           By /s/ Michael Reger

       Michael Reger, Chief Executive Officer

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EX-99.1

Exhibit 99.1

AMENDMENT TO BYLAWS

OF

NORTHERN OIL AND GAS, INC.

The following amendments to the Bylaws of Northern Oil and Gas, Inc., a Nevada corporation (the “Company”), were adopted by unanimous consent of the members of the Board of Directors on November 30, 2007:

Section 6.01 of the Company’s existing Bylaws is hereby amended in its entirety as follows:

Section 6.01 Share Certificates.  The Board of Directors may provide by resolution that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the corporation represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the corporation signed by the president or any vice president, and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by such holder in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile.  In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer.  Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation.  There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof.  With respect to certificated shares of capital stock, every certificate exchanged, returned or surrendered to the corporation shall be marked “Canceled” with the date of cancellation.

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Section 6.02 of the Company’s existing Bylaws is hereby amended and restated in its entirety as follows:

Section 6.02 Transfer of Shares.  Transfers of shares of the corporation shall be made on the books of the corporation, and in the case of certificated shares of capital stock, only by the holder of record thereof, or by such holder’s attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and:

(a) in the case of certificated shares of capital stock, on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments or transfer, representing such shares; or

(b) in the case of uncertificated shares of capital stock, upon receipt of proper transfer instructions from the holder of record thereof, or by such holder’s attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents.

Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof.

Section 6.07 of the Company’s existing Bylaws is hereby amended in its entirety as follows:

Section 6.07 Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate or uncertificated shares in place of a certificate previously issued by the corporation, for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate or the owner’s legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificates or uncertificated shares.  A new certificate or uncertificated shares may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

I, Michael Reger, Chief Executive Officer of the Company, hereby certify that the foregoing amendments to the Company’s Bylaws were duly adopted by resolution of the members of the Board of Directors on November 30, 2007.

/s/ Michael Reger                                                                 

 Michael Reger

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EX-99.2

Exhibit 99.2

NORTHERN OIL AND GAS, INC.

AMENDED AND RESTATED BYLAWS

EFFECTIVE AS OF NOVEMBER 30, 2007

ARTICLE I                                

OFFICES

Section 1.01Location of Office. The corporation may maintain such offices within or without the State of Minnesota as the Board of Directors may from time to time designate or require.

Section 1.02Principal Office.  The address of the principal office of the corporation shall be at the address of the registered office of the corporation as so designated in the office of the Lieutenant Governor/Secretary of State of the state of incorporation or at such other address as the Board of Directors shall from time to time determine.

ARTICLE II

SHAREHOLDERS

Section 2.01Annual Meeting.  The annual meeting of the shareholders shall be held in May of each year or at such other time designated by the Board of Directors and as is provided for in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.  If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be convenient.

Section 2.02Special Meetings.  Special meetings of the shareholders may be called at any time by the Chairman of the Board, the President, or by the Board of Directors, or in their absence or disability, by any Vice President, and shall be called by the President or, in his or her absence or disability, by a Vice President or by the Secretary on the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the President, each Vice-President, or Secretary.  In case of failure to call such meeting with sixty (60) days after such request, such shareholder or shareholders may call the same.

Section 2.03Place of Meetings.  The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting.  If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation.

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Section 2.04Notice of Meetings.  The Secretary or assistant Secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least ten (10) days, but not more than fifty (50) days, prior to the meeting, to each shareholder of record entitled to vote.

Section 2.05Waiver of Notice.  Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof.  Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made.  All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06Fixing Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding fifty (50) days.  If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) and, in case of a meeting of shareholders, not less than ten (l0) days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof.  Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders.

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Section 2.07Voting Lists.  The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of the meeting.  The original share transfer book shall be prima facia evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders.

Section 2.08Quorum.  One-half of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject shall constitute action by the shareholders, unless the vote of a grater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation.  If less than one-half of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.09Voting of Shares.  Each outstanding share of the corporation entitled to vote shall be entitled to one (1) vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one (1) vote per share in the manner provided by the Articles of Incorporation.

Section 2.10Proxies.  At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided, however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her attorney thereunto duly authorized in writing.  Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the Secretary of the corporation or to such other officer or person who may, in the absence of the Secretary, be acting as Secretary of the meeting.  In the event that any such instrument shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or if only one (1) be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated.  Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her proxy, may represent such shares and vote thereon.

Section 2.11Written Consent to Action by Shareholders. Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if one (1) or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote thereon were entitled to be present and to vote.

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ARTICLE III

DIRECTORS

Section 3.01General Powers.  The property, affairs, and business of the corporation shall be managed by its Board of Directors.  The Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation.

Section 3.02Number, Term, and Qualifications.  The Board of Directors shall consist of three (3) to nine (9) persons, the exact number as the Board of Directors shall from time to time determine by resolution.  An increase or a decrease in the range or number of the members of the Board of Directors may also be made upon amendment to these Bylaws by the Board of Directors or by a majority vote of all of the shareholders.  Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified.  Directors need not be residents of the state of incorporation or shareholders of the corporation.

Section 3.03Classification of Directors. In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two (2) or three (3) classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election.  At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two (2) classes, or until the third succeeding annual meeting, if there be three (3) classes.

Section 3.04Regular Meetings.  A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately following, and at the same place as the annual meeting of shareholders.  The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President, Vice President, or any two (2) directors.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.06Meetings by Telephone Conference Call.  Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

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Section 3.07Notice. Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company.  Any director may waive notice of any meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08Quorum.  A majority of the number of directors shall constitute a quorum for the transaction of business or any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, and the individual directors shall have no power as such.

Section 3.10Vacancies and Newly Created Directorship.  If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though les than a quorum, in any way approved by the meeting.  Any directorship to be filled by reason of removal of one (1) or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed.

Section 3.11Compensation.  By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

Section 3.12Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken with his or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.13Resignations.  A director may resign at any time by delivering a written resignation to either the President, a Vice President, the Secretary, or assistant Secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided, that if the board has not acted thereon within ten (10) days from the date presented, the resignation shall be deemed accepted.

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Section 3.14Written Consent to Acton by Directors.  Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be.  Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.15Removal.  At a meeting expressly called for that purpose, one (1) or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

Section 4.01Number.  The officers of the corporation shall be a President, one (1) or more Vice Presidents, as shall be determined by resolution of the Board of Directors, a Secretary, a Treasurer or Chief Financial Officer, and such other officers as may be appointed by the Board of Directors.  The Board of Directors may elect, but shall not be required to elect, a Chairman of the Board and the Board of Directors may appoint a general manger.

Section 4.02Election, Term of Office, and Qualifications. The officers shall be chosen by the Board of Directors annually at its annual meeting.  In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors.  Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws.  Any one (1) person may hold any two (2) or more of such offices, except that the President shall not also be the Secretary.  No person holding two (2) or more offices shall act in or execute any instrument in the capacity of more than one (1) office.  The Chairman of the Board, if any, shall be and remain a director of the corporation during the term of his or her office.  No other officer need be a director.

Section 4.03Subordinate Officers, Etc.  The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority, and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office; authorities, and duties.  Subordinate officers need not be shareholders or directors.

Section 4.04Resignations.  Any officer may resign at any time by delivering a written resignation to the Board of Directors, the President, or the Secretary.  Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 4.05Removal. Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause.  Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors.

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Section 4.06Vacancies and Newly Created Offices. If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or newly created offices may be filled by the Board of Directors at a regular or special meeting.

Section 4.07The Chairman of the Board. The Chairman of the Board, if there be such an officer, shall have the following powers and duties:

   (a)   He or she shall preside at all shareholders’ meetings;

(b)   He or she shall preside at all meetings of the Board of Directors; and

(c)   He or she shall be a member of the executive committee, if any.

Section 4.08The President.  The President shall have the following powers and duties:

(a)If no general manager has been appointed he or she shall be the Chief Executive Officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;

(b)If no Chairman of the Board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors;

(c)He or she shall be a member of the executive committee, if any;

(d)He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and

(e)He or she shall have all power and shall perform al duties normally incident to the office of a President of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

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Section 4.09The Secretary.  The Secretary, or Assistant Secretary if there should be one, shall have the following powers and duties:

(a)He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the Board of Directors in books provided for that purpose;

(b)He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute;

(c)He or she shall be the custodian of the record and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same;

(d)He or she shall assume responsibility that the books, reports, statements certificates, and other documents and records required by statute are properly kept and filed;

(e)He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder of record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register.  He or she shall cause the share book referred to in Section 6.4 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section;

(f)He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and

(g)He or she shall perform in general all duties incident to the office of Secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the President.

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Section 4.10The Treasurer or Chief Financial Officer. The Treasurer, or Chief Financial Officer, shall have the following powers and duties:

(a)He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;

(b)He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof;

(c)He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies distributed;

(d)He or she shall render to the Board of Directors or the President, whenever requested, a statement of the financial condition of the corporation and of all of the transactions as Treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so;

(e)He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours;

(f)He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and

(g)He or she shall perform in general all duties incident to the office of Treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the President.

Section 4.11General Manager. The Board of Directors may employ and appoint a general manger who may, or may not, be one of the officers or directors of the corporation.  The general manager, if any, shall have the following powers and duties:

(a)He or she shall be the Chief Executive Officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents;

(b)He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times be subject to the control of the Board of Directors;

(c)Subject to the approval of the Board of Directors or the executive committee, if any, he or she shall employ all employees of the corporation, or delegate such employment to subordinate officers, and shall have authority to discharge any person so employed; and

(d)He or she shall make a report to the President and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the Board of Directors may require.

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Section 4.12Salaries. The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 hereof.  No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation.

Section 4.13Surety Bonds.  In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies, or securities of the corporation which may come into his or her hands.

ARTICLE V

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,

AND DEPOSIT OF CORPORATE FUNDS

Section 5.01Ejection or Instruments.  Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the President or any Vice President or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors.  The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and deliver any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.

Section 5.02Loans.  No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged pledged hypothecated, transferred, or conveyed as security for the payment of any loan advance, indebtedness, or liability of the corporation, unless and except as authorized by the Board of Directors.  Any such authorization may be general or confined to specific instances.

Section 5.03Deposits.  All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

Section 5.04Checks Drafts, Etc.  All notes, drafts, acceptances, checks, endorsements, and, evidences of indebtedness of the corporation, subject to the provisions of these Bylaws, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine.  Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to tie may determine.

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Section 5.05Bonds and Debentures.  Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the President or Vice President and by the Secretary and sealed with the seal of the corporation.  The seal may be a facsimile engraved or printed.  When such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation’s officers named thereon may be a facsimile.  In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 5.06Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements, and assignments of stocks, bonds, and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement, or assignment, shall be effected by the President, or by any Vice President, together with the Secretary, or by an officer or agent thereunto authorized by the Board of Directors.

Section 5.07Proxies.  Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the President or any Vice President and the Secretary or assistant Secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors.

ARTICLE VI

CAPITAL SHARES

Section 6.01Share Certificates.  The Board of Directors may provide by resolution that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation.  Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock of the corporation represented by certificates and, upon request, every holder of uncertificated shares, shall be entitled to have a certificate for shares of capital stock of the corporation signed by the president or any vice president, and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by such holder in the corporation; provided, however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or assistant secretary may be a facsimile.  In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer.  Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation.  There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof.  With respect to certificated shares of capital stock, every certificate exchanged, returned or surrendered to the corporation shall be marked “Canceled” with the date of cancellation.

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Section 6.02Transfer of Shares.  Transfers of shares of the corporation shall be made on the books of the corporation, and in the case of certificated shares of capital stock, only by the holder of record thereof, or by such holder’s attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and:

(a)in the case of certificated shares of capital stock, on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments or transfer, representing such shares; or

(b)in the case of uncertificated shares of capital stock, upon receipt of proper transfer instructions from the holder of record thereof, or by such holder’s attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents.

Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof.

Section 6.03Regulations.  Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation.

Section 6.04Maintenance of Stock Ledger at Principal Place of Business.  A share book (or books where more than one kind, class, or series or stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each.  Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to interpret the same.

Section 6.05Transfer Agents and Registrars.  The Board of Directors may appoint one (1) or more transfer agents and one (1) or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both.  The Board of Directors may from time to time define the respective duties of such transfer agents and registrar.  No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a register for such shares.

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Section 6.06Closing of Transfer Books and Fixing of Record Date.

(a)The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed fifty (50) days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholder for any purpose.

(b)In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.

(c)If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least ten (l0) days immediately preceding such meeting.

Section 6.07Lost, Stolen or Destroyed Certificates.  The corporation may issue a new certificate or uncertificated shares in place of a certificate previously issued by the corporation, for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate or the owner’s legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificates or uncertificated shares.  A new certificate or uncertificated shares may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 6.08No Limitation on Voting Rights; Limitation on Dissenters Rights. To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modifies, suspends, terminates or otherwise affects the rights of any shareholder to cast one (1) vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) gifts to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the acquisition by any person or group of persons of shares of the corporation.  In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision

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ARTICLE VII

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01How Constituted.  The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two (2) or more directors.  Members of the executive committee and of any such other committees shall be designate annually at the annual meeting of the Board of Directors; provided, however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee.  Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws.

Section 7.02Powers.  During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee.

Section 7.03Proceedings.  The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time.  It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.

Section 7.04Quorum and Manner of Acting.  At all meetings of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee.  The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the individual members thereof shall have not powers as such.

Section 7.05Resignations.  Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the President, the Secretary, or Assistant Secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been appointed and shall be in office.  Unless otherwise specified herein, such resignation shall take effect on delivery.

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Section 7.06Removal.  The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.

Section 7.07Vacancies.  If any vacancies shall occur in the executive committee or any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal, or otherwise, the reaming members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two (2) or more members are remaining, continue to act.  Such vacancy may be filled at any meeting of the Board of Directors.

Section 7.08Compensation.  The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee.

ARTICLE VIII

INDEMNIFICATION, INSURANCE, AND

OFFICER AND DIRECTOR CONTRACTS

Section 8.01Indemnification: Third Party Actions. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 8.02Indemnification: Corporate Actions.  The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstance of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

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Section 8.03Determination. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith.  Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made to the corporation upon a determination that indemnification of the office, director, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof.  Such determination shall be made either (i) by the Board of Directors by a majority of a quorum consisting of directors who were not parties to such action, suit, or proceeding; or (ii) by independent legal counsel on a written opinion; or (ii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose.

Section 8.04General Indemnification.  The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation’s Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent, and shall inure to the benefit of the heirs and legal representatives of such a person.

Section 8.05Advances.  Expenses incurred in defending a civil or criminal action, suit or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to be indemnified by the corporation as authorized by this Section.

Section 8.06Scope of Indemnification.  The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who cease to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law.

Section 8.07Insurance.  The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified.

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ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE X

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these Bylaws.

ARTICLE XI

AMENDMENTS

All Bylaws of the corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that:

(a)No Bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors; and

(b)No Bylaws shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; provided, however that (i) if any Bylaw regulating an impending election of directors is adopted or amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI shall be made except by the shareholders.

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EX-99.3

Exhibit 99.3

NORTHERN OIL & GAS, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

Effective as of November 30, 2007

This Code of Business Conduct and Ethics (this “Code”) of Northern Oil & Gas, Inc. (“we,” “our,” the “Company”) was adopted by the Board of Directors of the Company (the “Board”) effective as of the date set forth above.

This Code sets forth the Company’s expectations regarding the conduct of all executive and other officers, employees, independent contractors and agents of the Company (collectively, “employees”) while acting on the Company’s behalf and also is designed to provide guidelines for dealing with fellow employees, customers, stockholders, competitors, the communities where we work, conflicts of interest, illegal or unethical behavior and trading in the Company’s securities.  The Board may amend this Code at any time, consistent with requirements of applicable laws, rules and regulations.

General Principles

Business Ethics

It is the policy of the Company that all employees and directors comply strictly with all laws governing its operations and to conduct its affairs in keeping with the highest moral, legal and ethical standards.  In particular, senior executive and financial officers hold an important and elevated role in maintaining a commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in the Company’s public communications, and (iii) compliance with applicable government rules and regulations.  Accordingly, the Board has adopted this Code.

Employees

We are committed to maintaining employment practices based on equal opportunity for all employees.  We will respect each other’s privacy and treat each other with dignity and respect. We are committed to providing a safe and productive working environment for all employees.

Stockholders

We are committed to protecting and improving the value of our stockholders’ investment through the prudent utilization of Company resources.  We also are committed to providing full and fair disclosure of our financial condition and results of operations.

Competitors

We are committed to competing vigorously and honestly in the oil and natural gas exploration and production industry.  Our success will be based to a substantial degree on the merits of our competitive ability.

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Communities

We are committed to being a responsible corporate citizen of the communities in which we reside.  We will abide by all national and local laws, and will endeavor to improve the well-being of our communities.

Introduction

This Code governs our business decisions and actions. The integrity, reputation and profitability of the Company ultimately depends upon the individual actions of our employees and directors.  This Code embodies the commitment of the Company to conduct our business in accordance with all applicable laws, rules and regulations, the Company’s own internal policies and procedures and the highest ethical standards.

This Code serves to assist in defining our ethical principles, and is not all-encompassing.  Each employee and each director has the personal responsibility to apply this Code in good faith and with reasonable business judgment.  This Code will be enforced equitably.  Any employee who does not adhere to this Code is acting outside the scope of his/her employment.

This Code does not create or constitute an express or implied contract of employment for any definite period of time.  Employment with the Company is at-will unless a written employment agreement for a specified period of time has been signed by the Company and the employee.  The information and policies contained in this Code are subject to change and the Company expressly reserves the right to modify or terminate any policies or procedures whether or not described in this Code at any time in its sole and unilateral discretion.

Business Ethics

It is the policy of the Company that all employees and directors maintain the highest ethical standards and comply with all applicable legal requirements when conducting Company business.  All employees and directors are expected to read and to familiarize themselves with this Code and the Company’s other policies, standards and procedures that are applicable to them.  It is important that employees ask questions and seek advice from appropriate personnel if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company.

Protection and Proper Use of Company Assets

All employees and directors should protect the Company’s assets and ensure their efficient use.  All Company assets should be used for legitimate business purposes only.  The use of assets of the Company for any unlawful or improper purpose is strictly prohibited.  Theft, carelessness and waste have a direct impact on the Company’s profitability.

Confidentiality

Employees and directors shall maintain the confidentiality of information entrusted to them by the Company.  Information that is learned about other companies in the course of Company business that is not generally available to the public also must be kept confidential.  The obligation to preserve confidential information shall continue even after the employment or other relationship with the Company ends.  Any documents, papers, records or other tangible items that contain trade secrets or proprietary information are the property of the Company.

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Political Contributions

No funds or assets of the Company shall be used, directly or indirectly, for federal, state or local political contributions or for political contributions outside the United States, even where permitted by applicable laws, without the prior written approval of the Company’s chief executive officer.  The Board of Directors shall be immediately advised of all such political contributions, if any.  No funds or assets of the Company shall be paid, loaned, given or otherwise transferred, directly or indirectly, to any government official or employee or to any entity in which a government official or an employee is known to have a material interest, except in accordance with the following practices and procedures.

Social Amenities, Gifts and Entertainment

Under no circumstance shall the Company’s relations with government officials and employees be conducted in any manner that would subject the Company to embarrassment or reproach if publicly disclosed.  Gifts, social amenities, reasonable entertainment and other courtesies may be extended to government officials or employees only to the extent clearly appropriate under applicable customs and practices.  Any expenses incurred by an employee or a director in connection therewith shall be specifically designated as such on the employee’s or director’s related expense account and specifically reviewed and approved by an officer (or, if the employee is an officer, another officer) of the Company.

Employees

Equal Employment Opportunity

It is our policy to afford equal employment opportunities to all qualified individuals in all aspects of the employment relationship.  The Company does not tolerate or condone any type of discrimination prohibited by law, including harassment.

Sexual and Other Unlawful Harassment

It is the policy of the Company to treat all employees with respect and dignity. The Company prohibits any form of harassment including harassment based on an employee’s gender, race, national origin, religion, age or disability.

Harassment is verbal or physical conduct that denigrates or shows hostility or aversion toward an individual because of his/her race, color, religion, gender, national origin, age or disability, or that of his/her relatives, friends or associates, and that:

• has the purpose or effect of creating an intimidating, hostile or offensive working environment;

• has the purpose or effect of unreasonably interfering with an individual’s work performance; or

• otherwise adversely affects an individual’s employment opportunities.

Unwelcome sexual advances or requests for sexual favors constitute sexual harassment when submission to such conduct is made either explicitly or implicitly a term or condition of an individual’s employment, or submission to, or rejection of, such conduct by an individual is used as a basis for employment decisions affecting such individual.

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Any person who believes he or she has been or is being subjected to harassment based on his/her gender, race, national origin, religion, age or disability should bring the matter to the attention of management.  Any person who believes that unlawful harassment has occurred or is occurring should promptly report such conduct to one of the above persons regardless of the position of the offending person.  Reports should be made as soon as possible (usually within 24 hours) to enable the Company to facilitate prompt and thorough investigations and enable the Company to eradicate harassment.  Employees should not wait for a situation to become worse or unbearable before making a report.

It is intended that the privacy of the persons involved will be protected, except to the extent necessary to conduct a proper investigation.  If an investigation substantiates that the complaint is valid, immediate corrective action designed to stop the harassment and prevent its reoccurrence will be taken.

Drug and Alcohol Abuse

Drug abuse in the workplace is strictly prohibited.  Moreover, employees are required to report to work free from the presence of illegal or prohibited drugs in their systems.  Alcohol use by employees on the job, unless authorized by the Company, is also prohibited.  It is the individual employee’s responsibility to abide by the Company’s drug and alcohol policy.

Electronic, Computer and Communication Policy

Purpose.  The Company maintains appropriate computer hardware and software, facsimiles, printers, telephones (including cell phones), voice mail, electronic mail systems and Internet access to assist in conducting the business of the Company.  These items are intended to be used for communication by employees for legitimate business purposes.  The use of any such items should not violate any of the policies of the Company or hamper the productivity of the employee and/or their co-workers.

Property of the Company; No Right to Privacy.  The electronic mail system hardware/software is Company property.  Electronic messages are public communication and are not private.  The Company reserves the right to review, audit, intercept, access and disclose within the Company or to law enforcement or other third parties all communications (including text and images) created, received or sent over the electronic mail or Internet system for any purpose without the prior consent of the sender or the receiver.  The Company may advise appropriate officials of any illegal activities.

Content of Messages.  Messages distributed over Company e-mail addresses should be related to the business of the Company and appropriate distribution lists should be used based on the content of the message.  The electronic mail or Internet system may not be used to solicit or proselytize for commercial ventures, religious or political causes, outside organizations or other non-job related solicitations.  The electronic mail or Internet system is not to be used to create any offensive or disruptive messages.  Among those that are considered offensive are any messages that contain sexual implications, racial slurs or any other comment that offensively addresses someone’s age, gender, religious or political beliefs, national origin or disability.

Copyrighted and Other Protected Materials.  Neither the electronic mail system nor the Internet is to be used to send (upload) or receive (download) copyrighted materials, trade secrets, proprietary financial information or similar materials without prior authorization.

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Conflicts of Interest

A conflict of interest exists where one or both parties in a relationship receive or give unfair advantage or preferential treatment because of the relationship and the term “conflict of interest” describes any circumstance that could cast doubt on a person’s ability to act with total objectivity with regard to the Company’s interest.  Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board.  Any employee or director who becomes aware of a conflict should bring it to the attention of management or other appropriate personnel.  All employees must conduct business in a manner that avoids even the appearance of conflict between personal interests and those of the Company.

Relationships, including business, financial, personal and family, may give rise to conflicts of interest or the appearance of a conflict. Employees should carefully evaluate their relationships as they relate to Company business to avoid conflict or the appearance of a conflict.  As such, employees and directors should not have an undisclosed relationship with, or financial interest in, any business that competes or deals with the Company; provided that the ownership of less than 1% of the outstanding shares, units or other interests of any class of publicly traded securities is acceptable.  Also, employees are prohibited from directly or indirectly competing, or performing services for any person or entity in competition with, the Company.

All full-time employees should obtain the approval of appropriate management personnel before serving as a trustee, regent, director or officer of a philanthropic, professional, national, regional or community organization or educational institution.  This policy applies where significant time spent in support of these functions may interfere with time that should be devoted to the Company’s business.

Vendors

It is our policy to purchase all equipment and services on the basis of competitive pricing or merit.  Company vendors will be treated with integrity and without discrimination.

Consultants, Representatives, Agents, Contractors and Subcontractors

Consultants, representatives, agents, contractors and subcontractors of the Company must not act on the Company’s behalf in any manner that is inconsistent with this Code or any applicable laws or regulations.

Record Keeping and Reporting Obligations

Accuracy of Company Records

Company management is responsible for maintaining an effective system of administrative and accounting controls in their areas of responsibility.  Internal controls provide the Company with a system of “checks and balances” to help insure that administrative and accounting policies are complied with throughout the organization.  In addition to being necessary and good business practice, this policy promotes compliance with applicable securities laws.

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In administering the system of internal controls, management should communicate to employees all Company policies that apply to their job.  Management also should show leadership in adhering to the policies and enforcing them.  Reasonable procedures for carrying out Company policies and preventing deviations should be established.  In keeping with the Company’s management style, management has considerable discretion in developing these procedures, which should be kept to a minimum within the spirit of the requirements of this policy.  If deviations from policy do occur, appropriate (i.e., fair, but firm) disciplinary action may be necessary.

In carrying out their responsibility for administering accounting controls, management must ensure that:

• business transactions of all kinds are executed by employees authorized to do so;

• access to assets of all kinds (e.g., cash, inventory, property, etc.) is permitted only with authorization by appropriate management levels;

• business transactions are reported as necessary to (a) permit preparation of accurate financial and other records and (b) clearly reflect the responsibility for assets; and

• records identifying the responsibility for assets are compared with actual assets at reasonable intervals and appropriate action is taken if there are discrepancies.

Management should ensure that records are timely made and accurately and fairly represent all business transactions.  This means that:

• all assets and transactions must be recorded in normal books and records;

• no unrecorded funds shall be established or maintained for any purpose;

• records shall not be falsified in any manner; and

• oral and written descriptions of transactions, whether completed or contemplated, must be full and accurate and special care must be exercised in describing transactions to those responsible for the preparation or verification of financial records to avoid any misleading inferences.

Record Retention

The retention or disposal of Company records shall be in accordance with established policies and legal requirements.

Financial Code

For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, the Financial Code (attached to this Code as Addendum A) contains the code of ethics by which our President, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and/or Controller or, if no person holds any of such offices, the person or persons performing similar functions (the “Senior Financial Officers”) are expected to conduct themselves when carrying out their duties and responsibilities.  The Senior Financial Officers shall acknowledge and certify their on-going compliance with such provisions.  All employees (including the Senior Financial Officers) and directors of the Company should carefully review and understand the Financial Code.

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Reporting Obligations and Compliance

The Company proactively promotes accurate and timely disclosure of material information relating to the Company, its results of operations and its financial condition.

The Company does not permit retaliation of any kind for good faith reports of possible ethical or legal violations or of other material information.  Persons making a report knowing it is false or willfully disregarding its truth or accuracy, or engaging in any other bad faith use of the reporting system, are in violation of this Code.

Compliance with Laws and Company Policies

It is the policy of the Company that all employees and directors of the Company maintain the highest ethical standards and comply with all applicable legal requirements when conducting Company business.  Although employees and directors are not expected to know every law that is applicable to the Company, it is important that employees and directors know enough to ask questions and seek advice from management, lawyers or other appropriate personnel if they have any doubt regarding the legality of an action taken, or not taken, on behalf of the Company.  For this reason, all employees and directors are expected to read and to familiarize themselves with this Code and the Company’s other policies, standards and procedures that are applicable to them.

Insider Trading and Transactions in Company Securities

Purchasing or selling, whether directly or indirectly, securities of the Company while in possession of material non-public information is both unethical and illegal.  Employees and directors also are prohibited by law from disclosing material non-public information to others who might use the information to directly or indirectly place trades in the Company’s securities.  Moreover, employees, directors, members of their immediate families, members of their household and companies controlled by such persons may not buy or sell Company securities with the knowledge of a material fact or material change with respect to the Company that has not been generally disclosed.

Pursuant to the rules under the Securities Exchange Act of 1934, most purchases or sales of securities of the Company by directors, executive officers and 10% stockholders must be disclosed within two business days of the transaction.  Employees and directors who are subject to these reporting requirements must comply with the Company’s policies and procedures regarding short-swing trading and reporting requirements.

Employees and directors who violate this policy, including engaging in insider trading, shall be subject to disciplinary measures up to and including termination from employment.  In addition, violations of this policy may result in criminal and civil liability for you and the Company.

Health, Safety and Environmental Matters

The Company will conduct its operations in a manner that safeguards the environment to the fullest extent practicable.  The Company will establish policies, procedures and plans for the conduct of its operations in compliance with all applicable environmental laws and regulations.

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Antitrust Compliance

The objective of the U.S. antitrust laws is to promote competition and to prevent any unlawful combination or conspiracy among competitors.  This objective is accomplished by a prohibition against unreasonable restraints of trade in the United States.  The Company is committed to abiding by the antitrust laws.  Each employee and each director is responsible for compliance with applicable antitrust laws.

Under U.S. law, certain agreements with competitors are unlawful per se and no question as to their reasonableness from a business or commercial viewpoint is allowed.  The law provides severe criminal and civil penalties for per se violations.  Such violations include agreements or understandings with any competitor to:

• fix, stabilize or control prices, including resale prices;

• allocate products, customers or territories;

• boycott certain customers or suppliers; or

• refuse to engage in the manufacture or sale of, or to limit production or sale of, any product or product line.

Employees and directors should seek legal advice from the Company’s legal counsel whenever any question arises as to the possible application of antitrust laws and be guided by the advice received.

Timely Reporting

All reports and other filings with governmental agencies shall be filed in a timely manner in compliance with applicable laws.

Illegal or Unethical Behavior

The Company proactively promotes ethical behavior.  Employees should report violations of applicable laws, rules and regulations, this Code or any other code, policy or procedure of the Company to appropriate personnel.  Officers of the Company should report any such violation directly to the chief executive officer and/or the chief financial officer.  Employees and directors are expected to cooperate in internal investigations of misconduct.

How to Report Illegal or Unethical Behavior

If an employee encounters a situation that may involve illegal or unethical behavior, the employee should:

• Have all the facts.  In order to reach the right solutions, all relevant information must be known.

• Ask what he/she specifically is being asked to do and whether it seems unethical or improper.

• Understand each person’s individual responsibility and role.  In most situations, there is shared responsibility.

• Discuss the problem with management.

• Seek help from any and all Company resources.

• Report ethical violations in confidence and without fear of retaliation.  If the situation so requires, an employee’s anonymity will be protected.  The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

• Always ask first, act later.  When unsure of what to do in any situation, employees should seek guidance and ask questions before the action in question is taken.

Violations

Each person is accountable for his/her compliance with this Code.  Violations of this Code may result in disciplinary action against the violator, including counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment or restitution.  Each case will be judged on its own merits.

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ADDENDUM A

NORTHERN OIL & GAS, INC.

FINANCIAL CODE OF ETHICS

Effective as of November 30, 2007

This Financial Code of Ethics (this “Financial Code”) of Northern Oil & Gas, Inc. (the “Company”) was adopted by the Board of Directors of the Company (the “Board”) effective as of the date set forth above.  This Financial Code sets forth the ethical principles by which the chief executive officer, chief financial officer and controller or principal accounting officer or, if no person holds any of such offices, the person or persons performing similar functions (the “Senior Financial Officers”) are expected to conduct themselves when carrying out their duties and responsibilities.  The Senior Financial Officers also must comply with the Company’s Corporate Code of Business Conduct and Ethics.

The policy of the Company is to comply strictly with all laws governing operations and to conduct its affairs in keeping with the highest moral, legal and ethical standards.  In particular, senior executive and financial officers hold an important and elevated role in maintaining a commitment to (i) honest and ethical conduct, (ii) full, fair, accurate, timely and understandable disclosure in the Company’s public communications, and (iii) compliance with applicable governmental rules and regulations.

Honest and Ethical Conduct

In carrying out his/her duties to and responsibilities for the Company, each Senior Financial Officer shall:

1. engage in only honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

2. avoid conflicts of interest by disclosing to the full Board any material transaction or relationship that reasonably could be expected to give rise to such a conflict; and complying with the procedures, limitations, additional disclosure and reporting obligations and other requirements that the Board may establish to mitigate or eliminate the conflict of interest or its effects on the Company;

3. provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the United States Securities and Exchange Commission and in other public communications that the Company makes;

4. comply in all material respects with all applicable laws, rules and regulations of national, state, provincial and local governments;

5. act in good faith, responsibly, with due care and diligence, without misrepresenting material facts or allowing his/her independent judgment on behalf of the Company to be subordinated to other interests; and

6. promote ethical behavior by others in the work environment.

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Waivers

Consents obtained pursuant to this Financial Code, or waivers of any provision of this Financial Code, shall be made only by the full Board.  Persons seeking a waiver should be prepared to disclose all pertinent facts and circumstances, respond to inquiries for additional information, explain why the waiver is necessary, appropriate, or in the best interests of the Company, and comply with any procedures that may be required to protect the Company in connection with a waiver. If a waiver of this Financial Code is granted, appropriate disclosure will be made promptly in accordance with applicable laws, rules and regulations.

Compliance Procedures

Enforcement of sound ethical standards is the responsibility of every employee and director of the Company.  Violations and reasonable suspicions of violations of this Financial Code should be reported promptly to the Board.  The reporting person should make full disclosure of all pertinent facts and circumstances, taking care to distinguish between matters that are certain and matters that are suspicions, worries or speculation, since the situation may involve circumstances unknown to the reporting person.  The Company does not permit retaliation of any kind for good faith reports of possible ethical violations.  Persons making a report knowing it is false or willfully disregarding its truth or accuracy, or engaging in any other bad faith use of the reporting system, are in violation of the Company’s Corporate Code of Business Conduct and Ethics.

Each employee and each director of the Company shall be provided a copy of this Financial Code.  Each Senior Financial Officer shall sign a written affirmation acknowledging that such Senior Financial Officer has received and read this Financial Code and understands its contents.  The affirmation may be separate from or included within another affirmation or acknowledgment relating to codes of conduct and ethics, employee manuals, handbooks or other materials supplied to Senior Financial Officers.  Any employee or director to whom this Financial Code has been provided may be required, from time to time, to sign a written affirmation stating that such person (a) has received and read this Financial Code and understands its contents, and (b) has no knowledge of any violation of this Financial Code that has not been communicated previously to the Board.

Violations

Each person is accountable for his/her compliance with this Financial Code.  Violations of this Financial Code may result in disciplinary action against the violator, including counseling, oral or written reprimands, warnings, probation or suspension without pay, demotions, reductions in salary, termination of employment or restitution.  Each case will be judged and evaluated on its own merits.

Amendments

The Board may amend this Financial Code at any time, consistent with the requirements of applicable laws, rule and regulations.  Any amendments to this Financial Code must be promptly disclosed in accordance with such requirements.

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AFFIRMATION OF RECEIPT AND UNDERSTANDING OF THE FINANCIAL CODE OF ETHICS

I hereby affirm, as a Senior Financial Officer of Northern Oil & Gas, Inc. (the “Company”), that I have received and read the Company’s Financial Code of Ethics and understand its contents in its entirety.  I also affirm and acknowledge that I am wholly responsible and accountable for my compliance with the Company’s Financial Code, Code of Business Conduct and Ethics and all other materials so provided to the Senior Financial Officers of the Company.

By:

Name Printed: Michael Reger

Title: Chief Executive Officer

Date: November 30, 2007

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AFFIRMATION OF RECEIPT AND UNDERSTANDING OF THE FINANCIAL CODE OF ETHICS

I hereby affirm, as a Senior Financial Officer of Northern Oil & Gas, Inc. (the “Company”), that I have received and read the Company’s Financial Code of Ethics and understand its contents in its entirety.  I also affirm and acknowledge that I am wholly responsible and accountable for my compliance with the Company’s Financial Code, Code of Business Conduct and Ethics and all other materials so provided to the Senior Financial Officers of the Company.

By:

Name Printed: Ryan Gilbertson

Title: Chief Financial Officer

Date: November 30, 2007

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