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 August 11, 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 News Release dated August 11, 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: August 11, 2009	By:	/s/ Scott B. Hean
		Scott B. Hean
	Title:	Chief Financial Officer

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-08

NYSE - AMEX ACCEPTS QUATERRA’S PLAN

VANCOUVER B.C. - Quaterra Resources Inc. (“the Company”) today announced it has received notice from the NYSE Amex Staff that the Company’s plan of compliance has been accepted and its listing has been extended.

On May 21, 2009, the NYSE Amex notified the Company that it was not in compliance with Section 1003(a)(i) of the Company Guide with stockholders’ equity of less than $2,000,000 and net losses in two of the three most recent fiscal years, Section 1003(a)(ii) of the Company Guide with stockholders’ equity of less than $4,000,000 and net losses in three of the four most recent fiscal years, Section 1003(a)(iii) of the Company Guide with stockholders’ equity of less than $6,000,000 and net losses in the five most recent fiscal years, and Section 1003(a)(iv) of the Company Guide (related to losses that are so substantial in relation to its overall operations or its existing financial resources, or its financial position has become so impaired that it appears questionable, in the opinion of the Exchange, as to whether the Company will be able to continue operations and/or meet its obligations as they mature).

As reported in the Company’s press release dated May 21, 2009, the NYSE Amex afforded the Company an opportunity to provide a plan of compliance, which the Company submitted on June 16, 2009. On August 5, 2009 the NYSE Amex accepted the plan and determined that, in accordance with Section 1009 of the Company Guide, the Company made a reasonable demonstration of its ability to regain compliance with Section 1003(a)(iv) of the Company Guide by November 18, 2009 and Sections 1003(a)(i), 1003(a)(ii) and 1003(a)(iii)of the Company Guide by November 18, 2010, during which time the Company will be subject to periodic review to determine whether it is making progress consistent with the plan. If the Company is not in compliance with the continued listing standards at the end of the plan period or if the Company does not make progress consistent with the plan during the period, then the NYSE Amex may initiate delisting proceedings.

The Company’s common shares continue to trade on NYSE Amex under the symbol “QMM” but will become subject to the trading symbol extension “BC” to denote noncompliance with the NYSE Amex’s continued listing standards. The Company’s common shares also continue to be listed on the TSX Venture Exchange in Canada under the symbol “QTA.V” and that listing remains unaffected by the NYSE Amex action.

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The Company is currently in the process of exploring various options to raise funds. For further information, please contact Quaterra’s Chief Financial Officer, Mr. Scott Hean on ph: 604.681.9059.

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 and/or high-grade 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.

On behalf of the Board of Directors,

“Scott Hean”
Scott Hean,
Chief Financial 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, and include the Company’s ability to submit a plan to the NYSE Amex, the NYSE Amex’s acceptance of the plan, the continued listing of the NYSE Amex’s shares on the NYSE Amex, the Company’s ability to increase its shareholders’ equity, continue operations, and meet its obligations. 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.

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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