UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 4)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): December 31, 2008

GeoPetro Resources Company

 (Exact name of registrant as specified in its charter)

One Maritime Plaza, Suite 700
San Francisco, CA  94111
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (415) 398-8186

N/A

 (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. below):

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 2.01.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

Explanatory Note:

This Form 8-K/A (“Amendment No. 4”) amends and supplements the Current Report on Form 8-K filed by GeoPetro Resources Company (the “Company” or “GeoPetro”) on January 7, 2009, as amended on January 14, 2009, (“Amendment No. 1”), March 19, 2009 (“Amendment No. 2”) and April 7, 2009 (Amendment No.  3”), to include certain unaudited interim condensed financial statements required pursuant to Item 9.01 of Form 8-K.  As previously reported on December 31, 2008, the Company completed the acquisition of a natural gas treatment plant and related gas gathering pipelines and facilities (collectively, the “Plant”) from Madisonville Gas Processing, LP (“MGP”), in exchange for assumption of secured debt, payment of certain outstanding payables of MGP and shares of GeoPetro’s common stock (“the Acquisition”). The Company is amending and supplementing the Current Report on Form 8-K to include certain historical financial statements of MGP for the interim nine month period ended September 30, 2007 which were previously omitted in error.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of businesses acquired:

(1) Unaudited Condensed Financial Statements of MGP for the nine months ended September 30, 2008 and 2007, as required by this Item 9.01(a) are included as Exhibit 99.2 to this Current Report on Form 8-K/A.

(b) Pro forma financial information:

None.

(c) Shell company transactions:

None

(d) Exhibits:

2

SIGNATURE

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.

3

INDEX TO EXHIBITS

4