8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19, 2013 (August 14, 2013)

Magellan Petroleum Corporation

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-5507	06-0842255
(Commission File Number)	(IRS Employer Identification No.)
1775 Sherman Street, Suite 1950, Denver, CO	80203
(Address of principal executive offices)	(Zip Code)

(720) 484-2400
(Registrant's telephone number, including area code)
(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.):
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))

Item 3.03Material Modification to Rights of Security Holders.

The information under Item 5.03 of this report is incorporated by reference into this Item 3.03.

Item 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 14, 2013, the Certificate of Designations of Series A Convertible Preferred Stock of Magellan Petroleum Corporation was amended. On August 19, 2013, the Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock of Magellan Petroleum Corporation was filed with the Delaware Secretary of State, in the form attached hereto as Exhibit 3.1, which amends the Series A Original Issue Price (as defined in the Certificate of Designations of Series A Convertible Preferred Stock) from $1.22 per share to $1.22149381 per share.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

The following exhibits are filed as part of this report:

Exhibit

No. Description

3.1 Certificate of Amendment to Certificate of Designations of Series A Convertible Preferred Stock of Magellan Petroleum Corporation

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.

	MAGELLAN PETROLEUM CORPORATION
	By:	/s/ J. Thomas Wilson
		John Thomas Wilson, President and Chief Executive Officer
		(as Principal Executive Officer)
August 19, 2013

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF DESIGNATIONS OF

SERIES A CONVERTIBLE PREFERRED STOCK OF

MAGELLAN PETROLEUM CORPORATION

____________________________________

MAGELLAN PETROLEUM CORPORATION, a Delaware corporation, certifies that pursuant to the authority contained in Article Fourth of its Restated Certificate of Incorporation, as amended from time to time prior to the date hereof, and in accordance with the provisions of Section 151 of the General Corporation Law of the State of Delaware, its Board of Directors duly approved and adopted on August 14, 2013 the following resolution, which resolution remains in full force and effect on the date hereof:

WHEREAS, the Certificate of Incorporation of the Corporation authorizes the issuance of up to fifty million (50,000,000) shares of preferred stock, par value $0.01 per share, of the Corporation (“Preferred Stock”) in one or more series, and expressly authorizes the Board of Directors, subject to limitations prescribed by law, to provide, out of the unissued shares of Preferred Stock, for series of Preferred Stock, and, with respect to each such series, to establish and fix the number of shares to be included in such series of Preferred Stock and the designation, rights, preferences, powers, restrictions and limitations of the shares of such series;

WHEREAS, the Board created a series of Preferred Stock called the Series A Convertible Preferred Stock (the “Series A Preferred Stock”) pursuant to the Certificate of Designations of Series A Convertible Preferred Stock (the “Certificate of Designations”); and

Whereas, the Board believes that it is advisable and in the best interests of the Corporation and its stockholders to amend the Certificate of Designations to modify the Series A Original Issue Price (as defined in the Certificate of Designations) from $1.22 per share to $1.22149381 per share.

RESOLVED; that the definition of Series A Original Issue Price as set forth in the Certificate of Designations be, and hereby is, as modified as follows, with such modification to be effective as of the Issue Date:

“Series A Original Issue Price” shall mean an amount equal to $1.22149381 per share.