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): May 11, 2011

RANGE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)		001-12209 (Commission File Number)		34-1312571 (IRS Employer Identification No.)

100 Throckmorton Street, Suite 1200  
Fort Worth, Texas 76102

(Address of principal executive offices (Zip Code)

Registrant’s telephone number, including area code: (817) 870-2601
(Former name or former address, if changed since last report): Not applicable

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 7.01		Regulation FD Disclosure.

     On May 11, 2011, Range issued a press release announcing that it intends, subject to market conditions, to publicly offer $400 million aggregate principal amount of senior subordinated notes due 2021 in a registered public offering. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     Also on May 11, 2011, Range issued a press release announcing the commencement of cash tender offers for its outstanding $150.0 million in aggregate principal amount of 6³/8% Senior Subordinated Notes due 2015 (the “2015 Notes”) and $250.0 million in aggregate principal amount of 7¹/2% Senior Subordinated Notes due 2016 (the “2016 Notes”) and a solicitation of consents to certain proposed amendments to the indenture governing the 2015 Notes and the indenture governing the 2016 Notes. A copy of this press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

     In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under this heading, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth in such a filing.

Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number				Description
	99.1			Press Release, dated May 11, 2011, announcing public offering of notes.
	99.2			Press Release, dated May 11, 2011, announcing tender offers and consent solicitations.

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.

Date: May 11, 2011

EXHIBIT INDEX

Exhibit
Number				Description
	99.1			Press Release, dated May 11, 2011, announcing public offering of notes.
	99.2			Press Release, dated May 11, 2011, announcing tender offers and consent solicitations.

Exhibit 99.1

NEWS RELEASE

RANGE ANNOUNCES OFFERING OF SENIOR SUBORDINATED NOTES

FORT WORTH, TEXAS, MAY 11, 2011...RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it intends, subject to market conditions, to publicly offer $400 million in aggregate principal amount of senior subordinated notes due 2021. The offering and sale of the senior subordinated notes is being made pursuant to an automatic shelf registration statement on Form S-3 filed today with the Securities and Exchange Commission (“SEC”).

Range intends to use all of the net proceeds from the offering, together with cash on hand, to purchase any and all of the outstanding $150 million aggregate principal amount of Range’s 6³/8% Senior Subordinated Notes due 2015 and outstanding $250 million aggregate principal amount of Range’s 7¹/2% Senior Subordinated Notes due 2016, pursuant to separately announced tender offers and to redeem any of such outstanding notes not acquired in the tender offers.

J.P. Morgan Securities LLC, Merrill Lynch, Pierce Fenner & Smith Incorporated and Wells Fargo Securities, LLC will act as joint book-running managers for the senior subordinated notes offering. A copy of the preliminary prospectus supplement and related base prospectus for the offering may be obtained on the SEC website at www.sec.gov. Alternatively, the underwriters will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting J.P. Morgan Securities LLC at 383 Park Avenue, 3rd Floor, New York, New York 10179, attention Syndicate Desk or via phone at 1-800-261-5767, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, 7th Floor, New York, NY 10080, attention: Prospectus Department, or via phone at 1-800-294-1322, or by e-mailing dg.prospectus_distribution@bofasecurities.com, or Wells Fargo Securities, LLC at 1525 West W.T. Harris Blvd., MAC D1109-010, Charlotte, North Carolina, 28262, Attention: Syndicate Operations, or via phone at 1-800-326-5897.

RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent natural gas company operating in the Appalachia and Southwest regions of the United States.

This announcement is neither an offer to sell nor a solicitation of an offer to buy any of the senior subordinated notes referred to above. An offering of any such securities will be made only by means of a prospectus. Any such prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Except for historical information, statements made in this release about the proposed offering are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that Range’s management believes are reasonable based on currently available information; however, management’s assumptions and Range’s future performance are subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the volatility of oil and gas prices, the results of our hedging transactions, the costs and results of drilling and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather, the availability of drilling equipment, changes in interest

rates, litigation, uncertainties about reserve estimates, environmental risks and regulatory changes. Range undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in Range’s filings with the SEC, which are incorporated herein by reference.

2011-16

Contacts:		Rodney Waller, Senior Vice President		817-869-4258
		David Amend, Investor Relations Manager		817-869-4266
		Laith Sando, Senior Financial Analyst		817-869-4267

Exhibit 99.2

NEWS RELEASE

RANGE ANNOUNCES TENDER OFFERS AND CONSENT SOLICITATIONS FOR ITS
6 3/8% SENIOR SUBORDINATED NOTES DUE 2015 AND
7 1/2% SENIOR SUBORDINATED NOTES DUE 2016

FORT WORTH, TEXAS, MAY 11, 2011...RANGE RESOURCES CORPORATION (NYSE: RRC) announced today that it has commenced cash tender offers (the “Offers”) for any and all of the outstanding $150,000,000 aggregate principal amount of its 6 3/8% senior subordinated notes due 2015 (CUSIP No. 75281AAF6) (the “2015 Notes”) and $250,000,000 aggregate principal amount of its 7 1/2% senior subordinated notes due 2016 (CUSIP No. 75281AAG4) (the “2016 Notes,” and collectively with the 2015 Notes, the “Notes”) and a solicitation of consents to certain proposed amendments to the indenture governing the 2015 Notes and the indenture governing the 2016 Notes (collectively, the “Indentures”).

Each Offer is scheduled to expire at 11:59 p.m., New York City time, on June 8, 2011, unless extended or earlier terminated (the “Expiration Time”). Holders who validly tender their Notes and provide their consents to the amendments to the related Indenture before 5:00 p.m., New York City time, on May 24, 2011, unless extended (the “Consent Expiration”), will be eligible to receive the Total Consideration (as defined below). The Offers contemplate an early settlement option, so that holders whose Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment as early as May 25, 2011. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (as defined below).

The “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,023.75 with respect to the 2015 Notes and $1,040.00 with respect to the 2016 Notes, each of which includes a consent payment of $20.00 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the “Tender Offer Consideration,” which is $1,003.75 for each $1,000 principal amount of 2015 Notes and $1,020.00 for each $1,000 principal amount of 2016 Notes. Holders will also receive accrued and unpaid interest from the last interest payment on the applicable Notes up to, but not including, the applicable settlement date for all of such Notes that we accept for purchase in the Offers.

Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on May 24, 2011, unless extended (the “Withdrawal Time”), but generally not afterwards. Any extension, termination or amendment of either Offer will be followed as promptly as practicable by a public announcement thereof.

Each Offer is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the related Indenture from holders of a majority in principal amount of the outstanding respective Notes governed by such Indenture, excluding any such Notes owned by the Company or its affiliates, (2) execution of a supplemental indenture effecting the amendments, (3) completion of satisfactory financing and (4) certain other customary conditions.

The complete terms and conditions of the Offers are described in the Offer to Purchase and Consent Solicitation Statement dated May 11, 2011, copies of which may be obtained from MacKenzie Partners Inc., the depositary and information agent for the Offers, at (800) 322-2885 (US toll free).

Range has engaged J.P. Morgan Securities LLC to act as the exclusive dealer manager and solicitation agent in connection with the Offers. Questions regarding the terms of the Offers may be directed to J.P. Morgan Securities LLC, Syndicate Desk, at (800) 261-5767 (US toll-free).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offers are being made solely by the Offer to Purchase and Consent Solicitation Statement dated May 11, 2011. The Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent natural gas company operating in the Appalachia and Southwest regions of the United States.

Except for historical information, statements made in this release about the proposed offering are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that Range’s management believes are reasonable based on currently available information; however, management’s assumptions and Range’s future performance are subject to a wide range of business risks and uncertainties, and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the volatility of oil and gas prices, the results of our hedging transactions, the costs and results of drilling and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather, the availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve estimates, environmental risks and regulatory changes. Range undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in Range’s filings with the SEC, which are incorporated herein by reference.

2011-17

Contacts:		Rodney Waller, Senior Vice President		817-869-4258
		David Amend, Investor Relations Manager		817-869-4266
		Laith Sando, Senior Financial Analyst		817-869-4267