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

Syntroleum Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Not Applicable
______________________________________________
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:

[  ]  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 8.01 Other Events.

As previously disclosed on Form 8-K filed on July 14, 2010, we have entered into a Common Stock Purchase Agreement ("Purchase Agreement") with Energy Opportunity Ltd. ("Energy") pursuant to which, we may, from time to time and subject to the terms and limitations set forth in the Purchase Agreement, sell shares of our common stock to Energy. On August 5, 2010, we expect to sell to Energy 1,058,201 shares of our common stock under the Purchase Agreement at a negotiated purchase price of $1.89 per share, based on current market prices, for an aggregate purchase price of $2,000,000. We will receive estimated net proceeds from the sale of these shares of approximately $1,970,000 after deducting our estimated offering expenses. We currently intend to use the net proceeds from the sale of the offered securities for general corporate purposes. In connection with this sale, we are filing, as Exhibit 5.1 hereto, an opinion of our counsel, Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement, dated as of July 14, 2010, by and between Energy and us, which was filed as an exhibit to the Form 8-K filed on July 14, 2010 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.
The following exhibits are filed herewith:
5.1 Opinion of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
23.1 Consent of Hall, Estill, Hardwick, Gable, Golden & Nelson, P.C.
(included as part of Exhibit 5.1).

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.

Exhibit Index