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) August 13 , 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:

Best & Flanagan LLP

Attention: Ross C. Formell

225 South Sixth Street, Suite 4000

Minneapolis, Minnesota 55402

(612) 339-7121

Fax (612) 339-5897

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))

SECTION 1 - REGISTRANTS BUSINESS AND OPERATIONS

Item 1.01 - Entry into a Material Definitive Agreement

Effective August 13, 2007, Northern Oil and Gas, Inc. (entered into a definitive agreement to acquire leasehold interests on approximately 5,000 additional net acres in Mountrail County, ND. Combined with Northern’s current leasehold position, the acquisition brings the company’s leasehold assets in Mountrail County to approximately 8,000 acres.

The leasehold assets acquired in this transaction consist of acreage immediately to the South of the Parshall Field, a successful major field development by EOG Resources targeting the Middle Bakken production zone. This acquisition increases Northern’s gross leasehold in Mountrail County by 24,000 gross acres.

This additional leasehold was acquired from Montana Oil and Gas Properties, LLC, which is owned and controlled by Mr. Tom Ryan and Mr. Steve Reger, uncles of the Company’s Chief Executive Officer, Mr. Michael Reger. The closing of the transaction is subject to a receipt of an expert opinion that the transaction is fair to the Company. The transaction is also subject to due diligence and standard closing conditions. The Company has the option to acquire the leaseholds in two closings no later than September 15, 2007 and January 2, 2008, respectively, in exchange for a total consideration of $2,500,000 and 115,000 shares of common stock.

A copy of the press release which the Company issued in connection with this letter agreement is attached as Exhibit 99.1.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 - Financial Statements and Exhibits

Exhibit 99.1 - Press Release

Exhibit Number	Description
99.1	Press Release

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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.

By: /s/ Michael Reger

Michael Reger, Chief Executive Officer

Date: August 17, 2007

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EX-99.1

EXHIBIT 99.1

Northern Oil and Gas, Inc. Announces Agreement to Acquire Additional

Williston Basin Acreage in Mountrail County, North Dakota

Wayzata, Minnesota - August 17, 2007 - Northern Oil and Gas, Inc. (OTCBB: NOGS) announced today the company has entered into a definitive agreement to acquire approximately 5,000 additional net acres in Mountrail County, ND. Combined with Northern’s current acreage position, the acquisition brings the company’s leasehold assets in Mountrail County to approximately 8,000 net acres.

The leasehold assets acquired in this transaction consist of acreage immediately to the south of the Parshall Field, a successful major field development by EOG Resources targeting the Middle Bakken. This acquisition increases Northern’s gross leasehold in Mountrail County by 24,000 acres. A map of the company’s leasehold interests in Mountrail County can be found at www.northernoil.com.

Consistent with recently filed drilling permits by EOG Resources, Northern expects to participate with EOG in upcoming wells.

“We are excited to announce the expansion of our Mountrail County acreage position,” said Michael Reger, Chief Executive Officer of Northern Oil & Gas. “Our position in this highly productive resource play is well situated among both productive and highly prospective acreage held by leading exploration companies. On 640-acre spacing, we are exposed to over 100 gross drilling locations. If anticipated down-spacing occurs, our exposure grows significantly.”

The transaction is subject to due diligence and standard closing conditions and is expected to close on or before September 15, 2007.

Northern will begin a drilling program in Mountrail County with its joint venture partner this year. In addition to Mountrail County, Northern will begin a drilling program on its 22,000 net acres in Sheridan County, Montana this year. The company is also in discussions with partners to develop its leasehold position in Yates County, NY.

About Northern Oil and Gas, Inc.

Northern Oil and Gas, Inc. is an exploration and production company based in Wayzata, Minnesota. The company currently controls approximately 30,000 net mineral acres in the Williston Basin and 10,000 net mineral acres in the Appalachia Basin.

More information can be found at www.northernoil.com.

Contacts

Northern Oil and Gas, Inc.

Michael Reger, CEO

Ryan Gilbertson, CFO

Phone: 952-476-9800

Fax:      952-476-9801

www.northernoil.com

Safe Harbor

Forward-looking statements in this release are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties, including without limitation, continued acceptance of the Company’s products, increased levels of competition for the Company, new products and technological changes, the Company’s dependence on third-party suppliers, and other risks detailed from time to time in the Company’s periodic reports filed with the Securities and Exchange Commission.