SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities and Exchange Act of 1934

Date of report (Date of earliest event reported):  July 15, 2009

(Exact name of registrant as specified in its charter)

 (State or other jurisdiction of incorporation)

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

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:

[ ] 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 5.02.  Departure, Election, or Appointment of Directors or Officers; Compensatory Arrangements of Officers.

At the annual meeting of stockholders of Far East Energy Corporation (the "Company") held on July 15, 2009, the Company's stockholders approved the amendment to the Far East Energy Corporation 2005 Stock Incentive Plan (the "2005 Plan") previously reported in the Company's definitive proxy statement (the "Proxy Statement"), filed with the Securities and Exchange Commission on June 9, 2009.  The material terms and conditions of the 2005 Plan and the amendment were previously reported in the Proxy Statement and are incorporated herein by reference.

Pursuant to the requirement 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.

Dated:  July 21, 2009

	Far East Energy Corporation
	By:	/s/ Andrew Lai
		Andrew Lai
		Chief Financial Officer