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): September 1, 2009

BASELINE OIL & GAS CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada	000-51888	30-0226902
State of	Commission	IRS Employer
Incorporation	File Number	I.D. Number

411 North Sam Houston Parkway East, Suite 300, Houston, Texas 77060

Address of principal executive offices

Registrant’s telephone number: (281) 591-6100

(Former Name or Former Address, if Changed Since Last Report)

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):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.03 Bankruptcy or Receivership.

As previously disclosed, on Form 8-K filed on August 31, 2009 by Baseline Oil & Gas Corp. (“we”, “us” or “Debtor”) filed a voluntary petition (the “Chapter 11 Case”) for reorganization under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”), in the proceeding titled In re: Baseline Oil & Gas Corp., Debtor, Case No. 09-36291.

On August 28, 2009, the Debtor filed with the Bankruptcy Court its prepackaged Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”) and related Disclosure Statement, along with a series of emergency motions and requests to secure the relief sought in such motions (collectively, the “First Day Motions”). On September 1, 2009 the First Day Motions were heard and approved and orders were entered by the Bankruptcy Court effecting such motions, including setting a hearing date of September 25, 2009 for approval of the Debtor’s prepetition solicitation and the confirmation of the Plan.

Information about the proposed reorganization, including access to the Plan and the Disclosure Statement submitted by the Debtor, as well as motions, orders and other court documents, and other general information about the Chapter 11 Case, is available at www.tkworkplace.com/Baseline.

Item 8.01 Other Events

On September 8, 2009, the Debtor issued a press release announcing the approval of certain interim orders by the Court on “first day” motions. A copy of the press release is attached hereto as Exhibit 99.1.

The information under the caption, “Item 8.01 – Other Events,” including information in any related exhibits, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. This information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

Exhibits. The following exhibits are filed herewith:

Exhibit No.	Description
99.1	Press Release, dated September 8, 2009

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 8, 2009	Baseline Oil & Gas Corp.
	By:	/s/ Thomas R. Kaetzer
		Name: Thomas R. Kaetzer
		Title:   President

2

EX-99.1

Exhibit 99.1

BASELINE OIL & GAS RECEIVES BANKRUPTCY COURT APPROVAL FOR FIRST DAY

MOTIONS FILED IN CONNECTION WITH ITS PREPACKAGED PLAN OF

REORGANIZATION UNDER CHAPTER 11 OF THE U.S. BANKRUPTCY CODE

HOUSTON – September 8, 2009 – Baseline Oil & Gas Corp. (“Baseline”) (OTC BB: BOGA) announced today that Judge Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division entered a series of interim orders on “first day” motions that will facilitate Baseline’s continued normal business operations and reorganization efforts.

At the hearing held on September 1, 2009 to hear Baseline’s first day motions, Baseline received interim authorization to, among other things, use the cash proceeds of existing bondholders’ collateral to satisfy operating expenses occurring in the ordinary course of its business, including authorization: (i) to use and maintain existing cash management systems and bank accounts; (ii) to pay pre-petition obligations owed to critical vendors; (iii) to satisfy royalty obligations on account of prepetition and post-petition sales of oil and gas; and (iv) to continue payment of employee wages, health care coverage and similar benefits without interruption.

In addition, the Court heard Baseline’s emergency scheduling motion and set a hearing date of September 25, 2009 to consider both Baseline’s prepetition solicitation and confirmation of its prepackaged plan of reorganization.

Baseline filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code on August 28, 2009 in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The case number is 09-36291. More information about Baseline’s Chapter 11 filing is available on the Internet at www.tkworkplace.com/Baseline, including the “first day” motions, related orders and other court filings.

FORWARD-LOOKING STATEMENTS: This document includes forward-looking statements. Forward-looking statements include, but are not limited to, statements concerning estimates of expected drilling and development wells and associated costs, statements relating to estimates of, and increases in, production, cash flows and values, statements relating to the continued advancement of Baseline Oil & Gas Corp’s projects and other statements which are not historical facts. When used in this document, the words such as “could,” “plan,” “estimate,” “expect,” “intend,” “may,” “potential,” “should,” and similar expressions are forward-looking statements. Although Baseline Oil & Gas Corp. believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Important factors that could cause actual results to differ from these forward-looking statements include the potential that Baseline’s projects will experience technological and mechanical problems, geological conditions in the reservoir may not result in commercial levels of oil and gas production, changes in product prices and other risks disclosed in Baseline’s Annual report on Form 10-K filed with the U.S. Securities and Exchange Commission.

Baseline Oil & Gas Corp.

Contact Patrick H. McGarey, CFO

(281) 591-6100