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):  July 23, 2012 (July 23, 2012)

VENOCO, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (303) 626-8300

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 5.02           DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On July 23, 2012, pursuant to the Company’s previously announced succession plan, the Company announced that Ed O’Donnell will be promoted from COO to CEO on August 1, 2012. The promotion will become effective upon the resignation of Tim Marquez as CEO and Mr. Marquez’s appointment as Executive Chairman of the Company’s board of directors.  Mr. O’Donnell’s annual base salary will be increased to $675,000, and his target percentage for cash and equity bonus determinations will be increased to 170%, in connection with the promotion.  His compensation arrangements will not be otherwise changed.  Biographical information regarding Mr. O’Donnell, and a description of certain transactions between Mr. O’Donnell and the Company contemplated by his employment agreement in connection with his relocation to Denver, Colorado, was included in the Company’s Annual Report on 10-K/A for the year ended December 31, 2011.

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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.

Date:  July 23, 2012

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