6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2009

Commission File Number: 1-33965

QUATERRA RESOURCES INC.
(Translation of registrant's name into English)

1100-1199 West Hastings Street
Vancouver, BC V6E 3T5 Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): []

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): []

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [] No [ x ]

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _________

SUBMITTED HEREWITH

Exhibits

99.1 New Release dated May 29, 2009

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, thereunto duly authorized.

	QUATERRA RESOURCES INC.
	(Registrant)
Date: May 29, 2009	By:	/s/ Stacey Bligh
		Stacey Blight
	Title:	Asst. Corporate Secretary

EX-99.1

1100 - 1199 W. Hastings St.
Vancouver, B.C. V6E 3T5
Tel: 604-681-9059
Fax: 604-688-4670
www.quaterra.com

QMM: NYSE Amex

QTA: TSX VENTURE

NR-06-09

QUATERRA SIGNS EARN-IN AGREEMENT WITH FREEPORT-MCMORAN
EXPLORATION CORPORATION FOR TINTIC COPPER PROJECT IN UTAH
Freeport-McMoRan Exploration Corporation has option to acquire 70% for US$275,000
and US$4.725 million over four years

VANCOUVER, B.C. — Quaterra Resources Inc. today announced it has signed an earn-in agreement with Freeport-McMoRan Exploration Corporation of Phoenix, Arizona (“FMEC”), in respect of the Company’s Tintic Utah copper project.

In the terms of the agreement, FMEC has the exclusive right and option to acquire a 70% ownership interest in the Tintic project by making a US$275,000 property payment on behalf of the Company and by spending US$4.725 million on exploration over four years. Except for a US$250,000 exploration expenditure by July 29, 2009, which is a firm commitment, all other exploration expenditures and the property payment under the Earn-In Agreement are optional.

Upon FMEC earning a 70% interest in the Tintic project, the parties have agreed to joint venture the further exploration and, if warranted, development of the Project on a 70/30 basis with FMEC either funding Quaterra’s share of costs through the delivery of a bankable feasibility study or converting its interest to a 1% net smelter returns royalty if it determines not to deliver such a feasibility study. The joint venture will be on standard terms including dilution for failure to contribute a party’s share of costs. FMEC will be the initial operator under the joint venture.

Quaterra’s Southwest Tintic porphyry copper project which includes the Treasure Hill target, consists of approximately five square miles of mineral rights that were acquired by optioning and staking 85 unpatented U.S. lode claims and purchasing 1,511 acres of patented mining claims in July 2007. The acquisition includes the Southwest Tintic copper deposit discovered in the early 1970’s by Bear Creek Mining Company. The porphyry copper system is four miles south of the Tintic silver mines and at a depth of 1,100 feet. The system was investigated by six widely spaced core holes which form the basis for Krahulec and Briggs’ (2006) non-NI43-101 compliant estimate of a global resource containing more than 400 million tons of 0.33% copper, 0.01% molybdenum and 0.002 opt gold at a 0.3% copper cut-off.

FMEC’s parent company, Freeport-McMoRan Copper & Gold Inc. (FCX), is the world’s largest publicly traded copper company.

Quaterra Resources Inc. is a junior exploration company focused on making significant mineral discoveries in North America. The Company uses in-house expertise and its extensive network of consultants, prospectors and industry contacts to identify, acquire and evaluate prospects in mining-friendly jurisdictions with the potential to host large base metal, precious metal or uranium deposits. The Company’s preference is to acquire a 100% interest in properties on reasonable terms and maintain this interest through initial evaluation.

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On behalf of the Board of Directors,

“Thomas Patton”
Thomas Patton,
President and Chief Executive Officer, Quaterra Resources Inc.

Some statements contained in this news release are forward-looking statements within the safe harbor of the Private Securities Litigation Reform Act of 1995. These statements generally are identified by words such as the Company “believes”, “expects”, and similar language, or convey estimates and statements that describe the Company’s future plans, objectives or goals. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Further information regarding risks and uncertainties which may cause results to differ materially from those projected in forward-looking statements, are included in filings by the Company with securities regulatory authorities. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company does not undertake to update any forward-looking statement that may be made from time to time except in accordance with applicable securities laws. References may be made in press releases to historic mineral resource estimates. None of these are NI 43-101 compliant and a qualified person has not done sufficient work to classify these historic estimates as a current mineral resource. They should not be relied upon and Quaterra does not treat them as current mineral resources.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. Similarly, the NYSE Amex has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release.

Expanded information on the Company’s projects is described on our website at www.quaterra.com or contact Nicole Rizgalla at ph: 1-888-456-1112, 604-681-9059 or email: corpdev@quaterra.com.

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