UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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 1, 2010

ANTERO RESOURCES FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

1625 17th Street
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (303) 357-7310

(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:

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 1.01.                                        Entry into a Material Definitive Agreement.

On December 1, 2010, Antero Resources completed its acquisition of Bluestone Energy Partners, a privately held West Virginia natural gas producer (“Bluestone”).  As part of the consideration for the acquisition, Antero Resources LLC issued approximately 3.8 million new Class I-5 and B-6 membership interests to certain of the Bluestone partners.  In connection with such issuance, Antero Resources LLC’s limited liability company agreement was amended and restated effective as of December 1, 2010 to provide for the new Class I-5 and B-6 membership interests.  The Amended and Restated Limited Liability Company Agreement of Antero Resources LLC is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01.                                        Regulation FD Disclosure.

On December 2, 2010, Antero Resources issued a press release announcing the completion of its acquisition of Bluestone.  A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01.                                        Financial Statements and Exhibits.

(d)                                 Exhibits.

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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.

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EXHIBIT INDEX

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