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 September, 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 September 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: September 29, 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

September 29, 2009
	QMM: NYSE AMEX
	QTA: TSX VENTURE
	NR-14

QUATERRA ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT

VANCOUVER, B.C. – Quaterra Resources Inc. (the “Company”) today announced that it has completed its offering (the “Offering”) for 9,666,206 Units at CDN $0.60 per Unit (together with 42,000 Units for finders’ fees incurred in making the Offering) for gross proceeds of $5,774,523.60. Each Unit is comprised of one common equity share and one non-transferable full share warrant exercisable to purchase one additional common equity share at a price of CDN $0.75 for a period of two years subsequent to the closing of the Offering.

The Company originally announced the Offering as consisting of 10,000,000 Units. On September 10, 2009 the Company announced that it was completing, subject to receipt of final regulatory approval from the NYSE Amex, that portion of the Offering consisting of 8,235,643 Units. The NYSE Amex subsequently granted an exemption pursuant to Section 110 of the NYSE Amex Company Guide to allow the Offering to exceed 20% of the outstanding common shares of the Company, as described below. The Company then completed the Offering with respect to 9,666,206 Units, an increase of 1,430,563 Units from that announced on September 10, 2009. Additional subscription agreements were received but were not able to be processed by the Company due to time and regulatory constraints.

The Offering is subject to restrictions on trading in Canada for a period of four months from the date of issue of such securities up until January 29, 2010. In addition, in the United States, sales may only be affected outside the United States in accordance with Rule 904 of Regulation S and applicable State securities laws or affected in the United States in accordance with other exemptions from registration under U.S. securities laws and applicable State securities laws.

Proceeds of the Offering will be used to fund the Company’s exploration programs at the Company’s Nieves and Americas-Mirasol silver and gold projects in Mexico and at the MacArthur and Yerington copper projects in Nevada, as well as general and administration expenses.

Quaterra Resources Inc. (NYSE Amex: QMM; TSX-V: QTA) 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 exploration and evaluation.

On behalf of the Board of Directors,
“Scott Hean”
Scott Hean,
Chief Financial Officer, Quaterra Resources Inc.

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Statements contained in this news release that are not historical facts are forward-looking statements as the term is defined in the private securities litigation reform act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from estimated results. Quaterra relies upon litigation protection for forward-looking statements.

This press release, required by applicable Canadian laws, is not for distribution to U.S. news services or for dissemination in the United States, and does not constitute an offer of the securities described herein. These securities have not been registered under the United States Securities Act of 1933, as amended, or any State securities laws, and may not be offered or sold in the United States or to U.S. persons unless registered or exempt therefrom.

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

The number of shares in the Offering, including the share warrants, equaled more than 20% of the outstanding common shares of the Company at commencement. Section 713 of the NYSE Amex Company Guide generally requires shareholder approval as a prerequisite to approval of applications to list additional shares when the additional shares will be issued in connection with a transaction involving the sale or issuance by a company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of presently outstanding stock for less than the greater of book or market value of the stock. However, the issuance of common stock in an amount in excess of 20% of the presently outstanding stock for less than book or market value, without shareholder approval, is not prohibited under the rules of the TSX Venture Exchange (“TSX-V”) and does not constitute a default under the TSX-V rules or any applicable laws in Canada. Section 110 of the NYSE Amex Company Guide permits the NYSE Amex to consider the laws, customs and practices of foreign issuers in relaxing certain listing criteria, and to grant exemptions from listing criteria based on these considerations. The Company has followed the rules of the TSX-V and applicable laws in Canada in connection with this Offering, and as a result, the NYSE Amex has granted the Company an exemption from the shareholder approval requirements of Section 713 of the NYSE Amex Company Guide. The Company may seek similar exemption from the requirements of Section 713 of the NYSE Amex Company Guide in the future.

The TSX-V and the NYSE Amex have not reviewed and do not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management.

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