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):  December 10, 2010 (December 10, 2010)

GASTAR EXPLORATION LTD.

(Exact Name of Registrant as Specified in its Charter)

ALBERTA, CANADA	001-32714	98-0570897
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1331 LAMAR STREET, SUITE 1080

HOUSTON, TEXAS 77010

(Address of principal executive offices)

(713) 739-1800

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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 7 – REGULATION FD

Item 7.01 Regulation FD Disclosure

On December 10, 2010, the Company issued a press release announcing that the underwriters of its previously announced underwritten public offering of common shares have exercised in full their option to purchase an additional 1,800,000 common shares of the Company's common stock at a public offering price of $4.00 per share. The Company expects to issue and deliver all 13,800,000 common shares on December 13, 2010, subject to customary closing conditions.  A copy of the Company’s press release, dated December 10, 2010, including such information is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be “furnished” solely pursuant to Item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information or the Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

The following is a list of exhibits furnished as part of this Form 8-K:

Exhibit No.	Description of Document
99.1	Press release dated December 10, 2010.

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.

GASTAR EXPLORATION LTD.
Date:  December 10, 2010	By:	/s/ J. RUSSELL PORTER
		J. Russell Porter
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description of Document
99.1	Press release dated December 10, 2010.

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EX-99.1

Exhibit 99.1

	NEWS RELEASE
	Company Contact: Gastar Exploration Ltd. J. Russell Porter, Chief Executive Officer 713-739-1800 / rporter@gastar.com Investor Relations Counsel: Lisa Elliott / Anne Pearson DRG&L  : 713-529-6600 lelliott@drg-l.com / apearson@drg-l.com

GASTAR EXPLORATION ANNOUNCES UNDERWRITERS' EXERCISE OF OVER-ALLOTMENT OPTION

HOUSTON, December 10, 2010 – Gastar Exploration Ltd. (NYSE Amex: GST) today announced that the underwriters of its previously announced underwritten public offering of common shares have exercised in full their option to purchase an additional 1,800,00 common shares of the Company's common stock at a public offering price of $4.00 per share. As a result, the Company will issue a total of 13,800,000 common shares, and the aggregate net proceeds from this offering will be approximately $52.5 million after deducting underwriting discounts and estimated offering expenses. The Company expects to issue and deliver all 13,800,000 common shares on December 13, 2010, subject to customary closing conditions.

Johnson Rice & Company L.L.C., Pritchard Capital Partners, LLC and Tudor, Pickering, Holt & Co. are acting as joint book-running managers of the offering and BMO Capital Markets and IBERIA Capital Partners, L.L.C. are acting as co-managers.

The offering is being made only by means of a prospectus supplement and accompanying base prospectus, which have been filed with the SEC. Copies of the prospectus supplement and accompanying base prospectus relating to the offering, when available, may be obtained from:

Johnson Rice & Company L.L.C. 639 Loyola Avenue, Suite 2775 New Orleans, LA 70113 Telephone: (504) 525-3767   Pritchard Capital Partners, LLC 3190 Fairview Park Drive Suite 550 Falls Church, VA 22042 Telephone: (703) 891-6080   Tudor, Pickering, Holt & Co. 1111 Bagby Street, Suite 5100 Houston, TX 77002 Telephone: (713) 333-7132  

An electronic copy of the prospectus supplement and accompanying base prospectus may also be obtained at no charge at the SEC website at www.sec.gov.

This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus and related prospectus supplement.

About Gastar Exploration

Gastar Exploration Ltd. is an exploration and production company focused on finding and developing oil and natural gas assets in North America. The Company currently pursues a strategy combining deep natural gas exploration and development with lower risk shale resource development. The Company owns and operates exploration and development acreage in the deep Bossier gas play of East Texas and Marcellus Shale play in West Virginia and Pennsylvania. The Company also owns coalbed methane properties located in the Powder River Basin of Wyoming.

Safe Harbor Statement and Disclaimer

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934.  A statement identified by the words “expects”, “projects”, “plans”, and certain of the other foregoing statements may be deemed forward-looking statements.  Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release.

The NYSE Amex has not reviewed and do not accept responsibility for the adequacy or accuracy of this release.

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