8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  February 7, 2011 (February 3, 2011)

GASTAR EXPLORATION LTD.

(Exact Name of Registrant as Specified in its Charter)

ALBERTA, CANADA	001-32714	98-0570897
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 3, 2011, Gastar Exploration Ltd., Gastar Exploration USA, Inc. (“Gastar”) and J. Russell Porter, Gastar’s President and Chief Executive Officer (“Porter”) entered into a Second Amendment to Porter’s Employment Agreement effective March 23, 2005 (the “Second Amendment”).  The Second Amendment amends Section 8(a) “When Severance is Paid” of Porter’s Employment Agreement to read as follows:

“Company shall pay a severance benefit to Porter if Porter’s employment is terminated pursuant to Section 4(a), 4(b), and/or 4(d).  No severance shall be paid if Porter’s employment is terminated pursuant to Sections 4(c) and 4(e).”

A copy of the Second Amendment is attached hereto as Exhibit 10.1 of this Current Report on Form 8-K and is incorporated herein by reference.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The followingis a list of exhibits filed or furnished as part of this Current Report.

Exhibit Number	Description of Document
10.1	Second Amendment to Employment Agreement entered into by and between Gastar Exploration Ltd., Gastar Exploration USA, Inc. and J. Russell Porter as of February 3, 2011.

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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.

	GASTAR EXPLORATION LTD.
Date:  February 7, 2011	By:	/s/  J. RUSSELL PORTER
		J. Russell Porter
		President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Document
10.1	Second Amendment to Employment Agreement entered into by and between Gastar Exploration Ltd., Gastar Exploration USA, Inc. and J. Russell Porter as of February 3, 2011.

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO

EMPLOYMENT AGREEMENT

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT is entered into by and between Gastar Exploration Ltd., a Canadian corporation, Gastar Exploration USA, Inc., a Michigan corporation (together, the “Company’), and J. Russell Porter (“Porter”) as of February 3, 2011.

WHEREAS, the Company and Porter have heretofore entered into that certain Employment Agreement effective as of March 23, 2005 (the “Employment Agreement”); and

WHEREAS, the Company and Porter have heretofore entered in the First Amendment to the Employment Agreement effective July 25, 2008;

WHEREAS, the Company and Porter desire to amend the Employment Agreement by mutual consent;

NOW, THEREFORE, in consideration of the premises set forth above and the mutual agreements set forth herein, the Company and Porter hereby agree, effective as of the date set forth above, the Employment Agreement is hereby amended as provided below:

1. Section 8(a) “When Severance is Paid.” is amended to read as follows:

“Company shall pay a severance benefit to Porter if Porter’s employment is terminated pursuant to Section 4(a), 4(b), and/or 4(d).  No severance shall be paid if Porter’s employment is terminated pursuant to Sections 4(c) and 4(e).”

Except as expressly modified by the First Amendment and this Second Amendment, the terms of the Employment Agreement shall remain in full force and effect and are hereby confirmed and ratified.

IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the date first set forth above.

GASTAR EXPLORATION USA., INC f/k/a/		GASTAR EXPLORATION LTD.
FIRST SOURCENERGY WYOMING, INC.
BY:	/s/ Michael A. Gerlich	BY:	/s/ Michael A. Gerlich

Name:	Michael A. Gerlich	Name:	Michael A. Gerlich
Title:	CFO and Vice President	Title:	CFO and Vice President

PORTER

/s/ J. RUSSELL PORTER

J. Russell Porter