UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549







FORM
10-K/A


(Amendment
No. 1)








(Mark
One)


x
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
the fiscal year ended December 31,
2009


OR


 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
      the transition period from
            
            to


Commission
File number 0-32455





Far
East Energy Corporation


(Exact
name of registrant as specified in its charter)





Nevada
            88-0459590(State
      or other jurisdiction of
            (I.R.S.
      Employer Identification No.)incorporation
      or organization)363
      N. Sam Houston Parkway East, Suite 380, Houston, Texas
            77060(Address
      of principal executive offices)
            (Zip
      Code)





Registrant's
telephone number, including area code: (832) 598-0470




Securities
registered pursuant to Section 12(b) of the Exchange Act: None




Securities
registered under 12(g) of the Exchange Act:


common
stock (par value $0.001 per share)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes   ̈      No
  x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.  Yes   ̈      No     x





Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.  Yes  x      No
   ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such
files).  Yes   ̈      No      ̈





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer” and “large accelerated filer” in Rule 12B-2 of the Exchange
Act.





Large
Accelerated Filer  o Accelerated
Filer  o


Non-accelerated
Filer  o  (Do not
check if a smaller reporting company) Smaller reporting company  x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   ̈      No  x





The
aggregate market value of the voting common stock, par value $0.001 per share,
held by non-affiliates of the registrant was approximately $49,963,000 as of
June 30, 2009 (based on $0.39 per share, the last price of the common stock as
reported on the OTC Bulletin Board on such date). For purposes of the foregoing
calculation only, all directors, executive officers and 10% beneficial owners
have been deemed affiliates.





The
number of shares of common stock, par value $0.001 per share, outstanding as of
March 12, 2010 was 185,463,128.





Documents
incorporated by reference:  None.












EXPLANATORY
NOTE





This
Amendment No. 1 on Form 10-K/A (this "Amendment") amends Far East Energy
Corporation's (the "Company") Annual Report on Form 10-K (the "Annual Report")
for the fiscal year ended December 31, 2009, originally filed on March 15, 2010
(the "Original Filing").  We are filing this Amendment to include the
information required by Part III of the Annual Report and not included in the
Original Filing as we will not file our definitive proxy statement within 120
days of the end of the Company's fiscal year ended December 31,
2009.  In addition, in connection with the filing of this Amendment
and pursuant to the rules of the Securities and Exchange Commission, we are
including with this Amendment certain currently dated
certifications.  Accordingly, Item 15 of Part IV has also been amended
to reflect the filing of these currently dated certifications.





Except as
described above, no other changes have been made to the Original
Filing.  The Original Filing continues to speak as of the date of the
Original Filing, and we have not updated the disclosures contained therein to
reflect any events that occurred at a date subsequent to the filing of the
Original Filing.  In this Amendment, unless the context indicates
otherwise, the terms "Company," "we," "us," and "our" refer to Far East Energy
Corporation and its subsidiaries.













TABLE
OF CONTENTS





Page




PART
      IIIITEM
      10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
            1ITEM
      11.  EXECUTIVE COMPENSATION
            5ITEM
      12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS
            11ITEM
      13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
      DIRECTOR INDEPENDENCE
            14ITEM
      14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
            14PART
      IVITEM
      15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
            16SIGNATURE
            17





- i
-




PART
III





ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE





Executive
Officers and Board of Directors





The table
below sets forth the names and ages of each of the members of our board of
directors (the "Board") and our executive officers, as well as the positions and
offices held by such persons.





Name
            
            Age
            
            PositionDonald
      A. Juckett
            
            65
            
            Chairman
      of the BoardMichael
      R. McElwrath
            
            58
            
            President,
      Chief Executive Officer and DirectorWilliam
      A. Anderson
            
            70
            
            DirectorC.
      P. Chiang
            
            67
            
            DirectorJohn
      C. Mihm
            
            67
            
            DirectorLucian
      L. Morrison
            
            73
            
            DirectorThomas
      E. Williams
            
            57
            
            DirectorBruce
      N. Huff
            
            59
            
            Chief
      Financial Officer and Principal Accounting
  Officer





Set forth
below is the business experience of each person set forth in the table above
and, in the case of the directors, a brief description of the specific
experience, qualifications and skills attributable to each of our directors that
led the Board to its conclusion that the individual should serve as a director
of the Company.





Donald A. Juckett has served
as a director since May 2004 and as Chairman of the Board since August 5,
2009.  Mr. Juckett serves on the Nominating and Corporate Governance
Committee and Compensation Committee of the Board. In November 2005, Dr. Juckett
established the position of Director of the Washington, D.C. office of the
American Association of Petroleum Geologists. He presently serves as Founding
Director for AAPG's Washington office. Prior to that, Dr. Juckett was
self-employed as an industry information consultant. He served at the U.S.
Department of Energy from 1988 until his retirement in 2003. At his retirement,
Dr. Juckett was Director of the Office of Natural Gas and Petroleum Import and
Export Activities for Fossil Energy. During his tenure with the Department of
Energy, he also served as a member of the Senior Executive Service and held
positions as Director of the Office of Natural Gas and Petroleum Import and
Export Activities, Director for Natural Gas and Petroleum Technology and Acting
Deputy Assistant Secretary for Natural Gas and Petroleum Technology. Dr. Juckett
managed a portfolio of international projects including bilateral agreements
with China, Russia, Venezuela, Ukraine, Bangladesh and Mexico. Dr. Juckett also
played an active role in the formation of the United States/China Oil and Gas
Industry Forum in 1998. From 1974 to 1988, Dr. Juckett worked for Phillips
Petroleum Company, now known as ConocoPhillips, Inc., in management positions
including responsibility for the support of worldwide divisions with exploration
technologies including geochemistry and satellite imagery. Dr. Juckett earned a
B.S. degree in chemistry from the State University of New York-Oswego and a
Ph.D. in chemistry from the State University of New York-Albany.





The Board
selected Mr. Juckett to serve as a director because of his extensive senior
management experience in the international oil and gas industry as well as his
experience in the U.S. Department of Energy involving international projects and
agreements.  He brings extensive energy industry, international
operations and management experience to the Board.





Michael R. McElwrath has
served as the Company's President and Chief Executive Officer since October
2003. He became a director in October 2003 and served as Chairman of the Board
from October 2003 until January 2005. Mr. McElwrath also served as
Secretary and Treasurer from October 2003 until March 2005. He was employed as
Vice President of Hudson Highland (formerly known as TMP Worldwide) from 1999
until joining the Company in October 2003. He also served as Acting Assistant
Secretary of Energy in the George H.W. Bush (41st
President of the United States) Administration, Director of the National
Institute for Petroleum and Energy Research, Director of British Petroleum's
outsourced exploration and production lab for the Americas and Deputy Assistant
Secretary for Policy for the U.S. Department of Interior in the last year of the
Reagan Administration. Mr. McElwrath holds a J.D. from the University of
Texas School of Law, as well as a B.A. from the Plan II Honors Program at the
University of Texas. He is also a member of the Society of Petroleum Engineers,
the Independent Petroleum Association of America, and the Texas Independent
Producers and Royalty Owners Association.




- 1
-





The Board
selected Mr. McElwrath to serve as a director because his position as Chief
Executive Officer provides strategic leadership for the Board.  His
extensive experience in the oil and gas industry as well as in public service
gives the Board the benefit of his management and operational
insight.  With Mr. McElwrath’s extensive executive experience, he
brings strong financial and operational expertise to the Board.





William
A. Anderson has served as a member of the Company's Board since
October 2007. Mr. Anderson is the Chairman of the Audit Committee of
the Board and has been designated as an "audit committee financial
expert." He also serves on the Compensation Committee of the Board.
Mr. Anderson has served as a consultant for Eastman Dillon Oil and Gas
Association since 2006. From 1989 through 2005, he was a founder and partner of
Weller, Anderson & Co. Ltd., a full-service stock brokerage firm. Prior
to founding Weller in 1989, Mr. Anderson held several senior executive
positions, including President of HARC Technologies, President of Rainbow
Pipeline Company, President of Farmers Oil Company, Chief Financial Officer of
ENSTAR Corporation, and General Partner and Senior Vice President of Blyth,
Eastman, Dillon & Co. Mr. Anderson has extensive corporate board
experience, having served as a director, committee chairman and/or committee
member for a number of organizations, including Rancher Energy Corp., Tom Brown,
Inc., Equisales Associates, Inc., Dyson Corporation, NationsBank Houston,
Northern Trust Bank of Texas, American Income Life Insurance Company, Wing
Corporation and Seven J-Stock Farm, Inc. He holds an MBA from the Harvard
Business School and a B.S. in Business Administration from the University of
Arkansas.





The Board
selected Mr. Anderson to serve as a director because of his extensive experience
as a member of several corporate boards and as an executive.  Mr.
Anderson qualifies as an audit committee financial expert and brings strong
financial expertise and experience to the Board.





C.P. Chiang has served on the
Board since December 2006. He also serves on the Nominating and Corporate
Governance Committee of the Board. From 2001 until his retirement in 2006,
Mr. Chiang served as the China Project Manager/Country Manager of
Burlington Resources, an energy company engaged in exploration, production,
refining and marketing oil and gas, where he was responsible for managing the
operations and activities of Burlington Resources in China and worked closely
and negotiated with various Chinese governmental organizations. Throughout his
40 year career in the oil and gas industry, Mr. Chiang has held various
engineering and management positions with oil and gas companies including
British Gas E&P, Inc., Tenneco Oil Production and Exploration and Exxon Oil
Company, now known as Exxon Mobil Corporation. Mr. Chiang earned a B.S.
degree in mining engineering from National Cheng Kung University and a M.S.
degree in petroleum engineering from New Mexico Institute of Mining and
Technology.





The Board
selected Mr. Chiang to serve as a director because of his extensive experience
in the oil and gas industry, specifically in China, a key region to the
Company’s operations.  Mr. Chiang has held various management and
engineering positions with multiple oil and gas companies.  Mr. Chiang
will bring extensive operational and executive experience and expertise to the
Board.





John C. Mihm  has
served as a director since May 2004. He served as Chairman of the Board from
January 2005 through June 2007. Mr. Mihm currently serves on the Audit
Committee and the Nominating and Corporate Governance Committee of the Board. He
serves on the board of eProjectManagement and HNNG, a company involved in
removing nitrogen from natural gas, and also serves as HNNG's Chief Operating
Officer. Mr. Mihm is the owner and President of JCM Consulting, PLLC, which
provides services in the engineering, construction, and project management
field. From 1964 until his retirement in 2003, Mr. Mihm worked for Phillips
Petroleum Company, now known as ConocoPhillips, Inc., in various management
positions, finally serving as Senior Vice President of Technology and Project
Development. Mr. Mihm's career includes over 20 years of work experience in
China on offshore development and onshore coalbed methane exploration, working
closely with China National Petroleum Corporation, China National Offshore Oil
Corporation and SINOPEC on several joint ventures and employee development
programs. He is a past board member of The Society of Petroleum Engineers and
the ASME Foundation. Mr. Mihm is a registered professional engineer in
Texas and Oklahoma. Mr. Mihm earned a B.S. degree in chemical engineering
from Texas Tech University and serves on or has served on advisory boards at
Texas Tech University, Oklahoma State University, University of Tulsa,
University of Texas, Colorado School of Mines, Georgia Tech and University of
Trondheim.




- 2
-





The Board
selected Mr. Mihm to serve as a director because it believes that he has
extensive experience in the oil and gas industry, specifically in offshore
development in China and onshore coalbed methane exploration in the United
States.  He also has worked closely with a number of key oil and gas
companies in China.  Mr. Mihm brings extensive financial, engineering,
operational and management experience to the Board.





Lucian L. Morrison was
appointed to the Board in January 2008.   Mr. Morrison is
the Chairman of the Compensation Committee of the Board. He also serves as a
member of the Audit Committee of the Board and has been designated as an "audit
committee financial expert."  Mr. Morrison currently serves as a director,
audit committee member and compensation committee member of Erie Indemnity
Company.  Additionally, Mr. Morrison served as a director of Encore
Trust Company from 2005 to 2007 and of Encompass Services, Inc. from 1997
to 2003.  He founded Heritage Trust Company in 1979 and served as its CEO
until 1990 when he sold it to Northern Trust Bank of Texas.  He served as
director and chairman of the Trust Committee of Northern Trust Bank of Texas
from 1990 until 1992.  He co-founded Sentinel Trust Company in 1997 and
continues to serve as a consultant to the company and its other founders,
and a director and a member of the company's investment committee.  From
1998 to 2002, he was chairman of Wing Corporation, a private exploration and
production company.  Mr. Morrison serves as an independent trustee and
consultant in trust, estate, probate and qualified plan matters and also manages
oil and gas properties in Texas. He is also a development board
member of the University of Texas Houston Health Science Center. 
He holds a J.D. from the University of Texas School of Law, a graduate
degree from the Southern Methodist University Southwestern Graduate School
of Banking, Trust Division and a B.B.A. in Accounting from the University of
Texas School of Business Administration.





The Board
selected Mr. Morrison to serve as a director because of his experience in the
financial industry, as well as his experience managing oil and gas
properties.  Mr. Morrison qualifies as an audit committee financial
expert and brings extensive financial expertise and experience to the Board, and
also qualifies as an audit committee financial expert.





Thomas E. Williamshas served
as a director since February 2004. Mr. Williams also serves on the Audit
Committee of the Board. Mr. Williams served as Chairman of the Board from June
2007 through August 2009.  He currently serves as Managing Director
and President of Nautilus International LLC, an offshore drilling technology
solutions provider, and is a consultant and advisor to Environmentally Friendly
Drilling Project, a project Mr. Williams initiated in 2002.  From 2000
until 2007, Mr. Williams served as Vice President, Research and Business
Development of Noble Technology Services, a wholly-owned subsidiary of Noble
Corporation, a provider of diversified drilling and other services to the oil
and gas industry. Mr. Williams also served as President of Maurer
Technology Inc., a leading drilling R&D and engineering technology company
and a wholly-owned subsidiary of Noble Corporation. He held senior executive
positions at the U.S. Departments of Energy and Interior during the George H.W.
Bush Administration from 1989 to 1993. From 1993 to 2000, he was Business
Development Director at Westport Technology Center in Houston, an upstream oil
and gas research company. He was a co-founder and served on the Board of
Cementing Solutions, Inc., an oil and gas cementing services and technology
company based in Houston, Texas. He has been in the oil and gas industry for
over 28 years, having owned and operated an oil and gas exploration, production
and consulting company prior to joining the Department of Energy.
Mr. Williams has authored more than 100 energy publications, presentations
and articles and serves on a number of oil and gas organizations, associations
and boards including the Research Partnership to Secure Energy for America
(RPSEA), Independent Petroleum Association of America, the Society of Petroleum
Engineers, American Association of Drilling Engineers, DeepStar Consortium
Contributors Advisory Board, Nautilus International, Petris Technologies and the
Environmentally Friendly Drilling Consortium.  He has a B.S. degree in
business from Campbellsville College.





The Board
selected Mr. Williams to serve as a director because it believes that he has
extensive experience in the oil and gas industry in both the public and private
sector.  Mr. Williams brings extensive management and operational
experience to the Board.





Bruce N. Huff was appointed as
the Company’s Chief Financial Officer on April 19, 2010.  Previously,
Mr. Huff served as the Company’s Chief Financial Officer from May 2004 until his
resignation in September 2007.  Prior to joining the Company in 2004,
Mr. Huff spent 13 years at Harken Energy Corporation, an oil and gas
exploration, development and production company, beginning as Senior Vice
President and Chief Financial Officer and eventually becoming the President and
Chief Operating Officer in 1998. From October 2007 through October 2008, Mr.
Huff served as Chief Financial Officer of Opal Energy Corp, an oil and gas
exploration company focusing on natural gas exploration in the Gulf Coast of
Texas.  He then served as an independent consultant for various oil
and gas companies from October 2008 until rejoining the Company in April 2009 as
the Company’s Vice President – Capital Development, assisting the Company in
raising funds for its drilling and exploration programs.  He is a
graduate of Abilene Christian University and a Certified Public
Accountant.




- 3
-




Section
16(a) Beneficial Ownership Reporting Compliance




Section
16(a) of the Exchange Act requires our officers, directors and persons who own
more than ten percent of our common stock to file reports of ownership and
changes in ownership with the SEC.  Officers, directors and greater
than ten percent stockholders are required by the SEC's regulations to furnish
us with copies of all Section 16(a) reports they file.  Based solely
on our review of the copies of such forms received by us, we believe that all
filing requirements applicable to our officers, directors and greater than ten
percent stockholders were complied with for the year ended December 31,
2009.





Code
of Ethics





We have
adopted a code of ethics entitled "Code of Business Conduct," which applies to
all employees, including our chief executive officer, chief financial officer
and principal accounting officer. The full text of our Code of Business Conduct
is published on our website, at www.fareastenergy.com, under the "Investor
Relations" caption.  We intend to disclose future amendments to, or
waivers from, certain provisions of this code on our website within four
business days following the date of such amendment or
waiver.  Information contained on the website is not part of this
report.





Audit
Committee





The Audit
Committee was established in accordance with Section 3(a)(58)(A) of the Exchange
Act and assists the Board and management of the Company in ensuring that we
consistently act with integrity and accuracy in financial
reporting.  The Board has adopted a written charter for the Audit
Committee.  The Audit Committee's responsibilities
include:





·
            selecting
      and reviewing our independent registered public accounting firm and their
      services;





·
            reviewing
      and discussing the audited financial statements, related accounting and
      auditing principles, practices and disclosures with the appropriate
      members of management;





·
            reviewing
      and discussing our quarterly financial statements prior to the filing of
      those quarterly financial
statements;





·
            establishing
      procedures for the receipt of, and response to, any complaints received
      regarding accounting, internal accounting controls, or auditing matters,
      including anonymous submissions by
employees;





·
            reviewing
      the accounting principles and auditing practices and procedures to be used
      for the audit of our financial statements and reviewing the results of
      those audits; and





·
            monitoring
      the adequacy of our operating and internal controls as reported by
      management and the independent registered public accounting
      firm.





William
A. Anderson is the chairman of the Audit Committee and the other members of the
Audit Committee are John Mihm, Lucian L. Morrison and Thomas E.
Williams.  The Board has determined that each member of the Audit
Committee is independent within the meaning of the NYSE Amex Company Guide and
satisfies the NYSE Amex listing standards financial sophistication
requirements.  The Board has determined that both William A. Anderson
and Lucian L. Morrison are "audit committee financial experts" as that term is
defined under Item 407 of Regulation S-K.




- 4
-




ITEM
11.  EXECUTIVE COMPENSATION





As a
“smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, we
have elected to follow scaled disclosure requirements for smaller reporting
companies with respect to the disclosures required by Item 402 of Regulation
S-K.  Under the scaled disclosure requirements, the Company is not
required to provide a Compensation Discussion and Analysis, Compensation
Committee Report and certain other tabular and narrative disclosures relating to
executive compensation.




COMPENSATION
TABLES AND ADDITIONAL INFORMATION





The
following table sets forth a summary of compensation paid to our Chief Executive
Officer and two other most highly paid persons serving as executive officers
during fiscal year 2009 (the "Named Executive Officers") for the fiscal years
ended December 31, 2009, December 31, 2008 and December 31, 2007.




2009 Summary Compensation
Table


Name
      and Principal Position
              
              Year
              
              Salary
              
              
              Bonus
              
              
              Stock
                Awards
      (1)
              
              
              Option
                Awards
      (1)
              
              
              All
      Other
                Compensation
              
              
              TotalMichael
      R. McElwrath
              
              2009
              
              $
              330,750
              
              
              $
              40,000
              (2)
              
              $
              123,750
              
              
              $
              48,819
              
              
              $
              4,575
              (5)
              
              $
              547,894President
      and Chief
              
              2008
              
              
              330,750
              
              
              
              40,000
              
              
              
              92,475
              
              
              
              251,640
              
              
              
              10,500
              
              
              
              725,365Executive
      Officer
              
              2007
              
              
              315,000
              
              
              
              128,993
              
              
              
              694,000
              
              
              
              —
              
              
              
              27,129
              
              
              
              1,165,122K.
      Andrew Lai (3)
              
              2009
              
              
              195,000
              
              
              
              —
              
              
              
              13,750
              
              
              
              20,270
              
              
              
              2,844
              (5)
              
              
              231,864Chief
      Financial Officer
              
              2008
              
              
              161,250
              
              
              
              —
              
              
              
              44,325
              
              
              
              105,180
              
              
              
              4,125
              
              
              
              314,880Phil
      A. Christian(4)
              
              2009
              
              
              182,083
              
              
              
              36,417
              (2)
              
              
              82,500
              
              
              
              20,270
              
              
              
              387,560
              (6)
              
              
              708,830President,
      COO
              
              2008
              
              
              184,556
              
              
              
              36,911
              
              
              
              73,800
              
              
              
              208,500
              
              
              
              276,903
              
              
              
              780,670Far
      East Energy (Bermuda), Ltd.


(1)
            The
      amounts in this column reflect the value of stock or option awards, as
      applicable, granted to each Named Executive Officer in 2009 as determined
      in accordance with FASB ASC Topic 718.  See Note 11 to the
      consolidated financial statements included in Part II of the Company’s
      Annual Report on Form 10-K filed with the Securities and Exchange
      Commission on March 15, 2010 for assumptions used in valuing these awards
      and the methodology for recognizing the related expense.  All
      options awards are for the purchase of our common stock.  Stock
      awards are grants of restricted stock with time-based vesting
      conditions.


(2)
            The
      bonuses of $40,000 and $36,417 for Messrs. McElwrath and Christian,
      respectively, are for service in 2009 and were required under the terms of
      their employment agreements.


(3)
            Mr.
      Lai resigned as Chief Financial Officer of the Company effective April 19,
      2010.


(4)
            Mr.
      Christian was President and Chief Operating Officer of Far East Energy
      (Bermuda) Ltd. through October 15, 2009.  There was a payment of
      $50,000 made in connection with his
separation.


(5)
            Represents
      the cost of matching funds to the Named Executive Officer's account in the
      Company’s defined contribution savings
plan.


(6)
            Mr.
      Christian's other compensation includes $77,522 for housing in China,
      $89,379 for the expenses of two cars and two drivers in China, $63,156 for
      tax equalization, $50,000 made in connection with his separation, $29,052
      for relocation expenses, $25,700 for vacation and home leave travel,
      $34,910 for the education of Mr. Christian's children while living in
      China, $10,350 for matching funds to his account in the Company’s defined
      contribution savings plan, $4,178 for medical and dental insurance, $1,987
      for storage costs and $1,326 for cell phone reimbursements.  The
      cost of the two cars and two drivers include vehicle leasing and
      maintenance expense, payroll, tolls, and fuel.  No allocation of
      the costs related to the use of the cars and drivers has been made between
      personal use and business travel within
China.





- 5
-




Narrative
to Summary Compensation Table





Employment Agreements with
Named Executive Officers





We have employment agreements with
our Named Executive Officers and those agreements are summarized
below.





Agreement with Michael R.
McElwrath.On December 23, 2004, the Company entered into an
amended and restated employment agreement with Mr. McElwrath.  On May
18, 2009, the Company amended the agreement by extending the term to October 13,
2012.  The employment agreement provides an annual base salary of not
less than $236,250 per year and that Mr. McElwrath will receive performance
bonuses of not less than $20,000 payable on or before the 13th of April and
October of each year.





Unless
further extended, the employment agreement for Mr. McElwrath terminates on
October 13, 2012.  The employment agreement provides that if Mr.
McElwrath is terminated by the Company for Cause (as defined in the employment
agreement), the Company will pay his base salary and all amounts actually
earned, accrued or owing as of the date of termination and he will be entitled
for a period of three months after termination to exercise all options granted
to him under his employment agreement or otherwise to the extent vested and
exercisable on the date of termination unless otherwise provided in Mr.
McElwrath's option agreements.  Subsequent to the three-month
post-termination exercise period, remaining unexercised options will be
forfeited.





If Mr.
McElwrath's employment is terminated by the Company (other than as a result of
death, Disability (as defined in his employment agreement) or Cause), or if he
terminates his employment for Good Reason (as defined in his employment
agreement), he shall be entitled to the following:





·
            a
      lump sum payment of two times the sum of his base salary and bonus paid
      during the immediately preceding twelve-month
  period;


·
            continued
      participation in all employee benefit plans, programs or arrangements
      available to the Company's executive officers in which the executive was
      participating on the date of termination for a specified period of time
      following termination;


·
            for
      a period of three years following the termination date, the exercise of
      all options and restricted stock awards granted to him to the extent
      vested and exercisable at the date of termination of his employment (after
      the three year period is completed, remaining unexercised options will be
      forfeited); and


·
            certain
      gross-up payments for any excise
taxes.





Notwithstanding
the foregoing, if Mr. McElwrath's termination of employment by the Company
(other than for death, Cause or Disability) or by him for Good Reason occurs
within 24 months following a Change of Control (as defined in the employment
agreement), then he will be entitled to a lump sum payment of three times the
sum of his base salary and bonus during the immediately preceding twelve-month
period and all options and restricted stock granted to him will immediately vest
and become exercisable as of the date of termination. After a period of three
years following the termination date, all remaining unexercised options will be
forfeited.  Pursuant to the Company’s employment agreement with
Michael R. McElwrath, during the term of Mr. McElwrath’s employment, the Company
agreed to nominate Mr. McElwrath for election to the Board of Directors at each
annual meeting of the stockholders called for the purpose of electing
directors.  Mr. McElwrath is entitled to terminate his employment for
Good Reason (as defined in his employment agreement) if he is not nominated and
elected as a director of the Company.  The employment agreement also
entitles Mr. McElwrath to certain gross up payments for excise taxes in the
event of a Change of Control.





If Mr.
McElwrath's employment is terminated as a result of death or Disability, the
Company will pay his base salary and all amounts actually earned, accrued or
owing as of the date of termination and he or his estate will be entitled to
exercise all options granted to him regardless of whether or not the option or
restricted stock is vested on the date of termination.  Mr. McElwrath
or his estate may exercise any of the options or restricted stock that vest on
the date of termination for a period of three years, after which time the awards
are forfeited.





Mr.
McElwrath's employment agreement contains no covenant-not-to-compete or similar
restrictions after termination.






- 6
-




Agreement with Bruce N.
Huff.  On April 19, 2010, the Company appointed Mr. Huff as
Chief Financial Officer of the Company.  Mr. Huff will receive a base
salary of $225,000 per year and will be eligible to receive discretionary
bonuses as determined by the Compensation Committee of the
Company.  In conjunction with his appointment, he was awarded a bonus
of $50,000 and 275,000 shares of restricted stock (the “Restricted Stock”) under
the Far East Energy Corporation 2005 Stock Incentive Plan. The Restricted Stock
will vest in four equal installments, with the first installment vesting on
April 19, 2010 (the “Date of Grant”) and subsequent installments vesting on the
first, second and third anniversary of the Date of Grant.





Agreement with K. Andrew
Lai.  On April 13, 2010, Mr. Lai notified the Company that he
would resign as Chief Financial Officer effective April 19, 2010 to pursue other
endeavors.  In conjunction with his resignation, his employment
agreement with the Company terminated.   Mr. Lai is entitled to
all amounts actually earned, accrued or owing to him as of the date of
termination.  He will also be entitled for a period of three months
after termination to exercise all options granted to him under his employment
agreement or otherwise to the extent vested and exercisable on April 15, 2010;
provided, however, that certain of Mr. Lai’s options that provide for the
purchase of up to a total of 100,000 shares of common stock will remain
exercisable until April 19, 2012.





Agreement with Phil A.
Christian.On October 15, 2009, Mr. Christian resigned from
his position and his employment agreement was terminated. Mr. Christian received
all amounts actually earned, accrued or owing to him as of the date of
termination and $50,000 in cash on his date of termination. Under his employment
agreement, Mr. Christian was also entitled to a tax equalization payment to the
extent that the amount Mr. Christian actually paid for income taxes exceeded the
United States income tax and social security tax he would have paid as a citizen
of the United States while he was employed with FEEB in China.




- 7
-


Outstanding
Equity Awards at Fiscal Year-End





The
following table sets forth the number of unexercised options segregated by those
that were exercisable and those that were unexercisable as of December 31, 2009,
and the number of vested and unvested shares of restricted stock.




OPTION
      AWARDS
                
                
                STOCK
      AWARDSName
                
                Grant
      Date
                
                Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  Exercisable
                  (#)
                
                
                Number
      of
                  Securities
                  Underlying
                  Unexercised
                  Options
                  Unexercisable
                  (#)
                
                
                Option
                  Exercise
                  Price
      ($)
                
                
                Option
                  Expiration
                  Date
                
                
                Number
      of
                  Shares
      or
                  Units
      of
                  Stock
      That
                  Have
      Not
                  Vested
      (#)
                
                
                Market
                  Value
      of
                  Shares
      or
                  Units
      of
                  Stock
      That
                  Have
      Not
                  Vested
      ($)Michael
      R. McElwrath
                
                01/29/02
                
                
                60,000
                
                
                
                —
                (1)
                
                
                0.65
                
                
                01/29/12
                
                
                
                —
                
                
                
                —10/13/03
                
                
                480,000
                
                
                
                —
                (1)
                
                
                0.65
                
                
                10/13/13
                
                
                
                —
                
                
                
                —12/23/04
                
                
                200,000
                
                
                
                —
                
                
                
                2.00
                
                
                12/23/14
                (3)
                
                
                —
                
                
                
                —02/02/06
                
                
                400,000
                
                
                
                100,000
                (1)
                
                
                2.00
                
                
                02/02/16
                
                
                
                —
                
                
                
                —12/27/07
                
                
                500,000
                
                
                
                —
                
                
                
                1.30
                
                
                10/13/13
                
                
                
                —
                
                
                
                —03/21/07
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                150,000
                (2)
                
                
                69,00002/11/08
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                —
                
                
                
                90,000
                (2)
                
                
                41,40002/11/08
                
                
                180,000
                
                
                
                360,000
                (2)
                
                
                0.69
                
                
                02/10/18
                
                
                
                —
                
                
                
                —04/15/09
                
                
                —
                
                
                
                150,000
                (2)
                
                
                0.28
                
                
                04/15/19
                
                
                
                450,000
                (2)
                
                
                207,00004/15/09
                
                
                —
                
                
                
                110,000
                (2)
                
                
                0.65
                
                
                04/15/19
                
                
                
                —
                
                
                
                —K.
      Andrew Lai
                
                01/29/07
                
                
                84,000
                
                
                
                56,000
                (1),
      (5)
                
                
                
                
                
                01/29/17
                
                
                
                —
                
                
                
                —02/11/08
                
                
                60,000
                
                
                
                120,000
                (2),
      (5)
                
                
                
                
                
                02/10/18
                
                
                
                30,000
                (5)
                
                
                13,80010/01/08
                
                
                66,667
                
                
                
                33,333
                (4),
      (5)
                
                
                
                
                
                10/01/18
                
                
                
                15,000
                (5)
                
                
                6,90004/15/09
                
                
                —
                
                
                
                100,000
                (2),
      (5)
                
                
                
                
                
                04/15/19
                
                
                
                50,000
                (5)
                
                
                23,000Phil
      A. Christian
                
                03/12/08
                
                
                166,667
                (6)
                
                
                —
                
                
                
                0.615
                
                
                03/12/18
                
                
                
                —
                
                
                
                —


(1)
            These
      options vest 20% on grant date, and 20% on the four subsequent
      anniversaries of the grant date
thereafter.


(2)
            This
      grant of restricted stock or options, as applicable, will vest in three
      equal annual installments beginning on the first anniversary grant
      date.


(3)
            These
      options vested 20% on grant date, and 20% on each grant date anniversary
      thereafter.  On January 14, 2009, the original expiration date
      of December 23, 2009 of this option was extended to December 23,
      2014.


(4)
            These
      options vested in three equal annual installments with the first
      installment vesting on the grant date and the subsequent two installments
      vesting on the next two anniversaries of the grant
  date.


(5)
            As
      a result of the resignation of Mr. Lai on April 19, 2010, Mr. Lai
      forfeited unvested options to purchase up to 28,000 shares of common stock
      awarded on January 29, 2007, unvested options to purchase up to 60,000
      shares of common stock awarded on February 11, 2008, unvested options to
      purchase up to 33,333 shares of common stock awarded on October 1, 2008,
      unvested options to purchase up to 66,667 shares of common stock awarded
      on April 15, 2009 and 15,000, 15,000 and 33,333 unvested shares of
      restricted stock awarded on February 11, 2008, October 1, 2008 and April
      15, 2009, respectively. Mr. Lai will forfeit vested options to purchase up
      to 232,000 shares of common stock if not exercised prior to July 19, 2010
      and vested options to purchase up to 100,000 shares of common stock if not
      exercised prior to April 19, 2012.


(6)
            As
      a result of the resignation of Mr. Christian on October 15, 2009, Mr.
      Christian forfeited unvested options to purchase up to 100,000 shares of
      common stock awarded on April 15, 2009 and unvested options to purchase up
      to 333,333 of 500,000 shares of common stock awarded March 12,
      2008.  Vested options to purchase up to 166,667 shares of common
      stock were forfeited on January 14, 2010 since they were not
      exercised.  Mr. Christian also forfeited 300,000 unvested shares
      of restricted stock awarded on April 15, 2009 upon his
      termination.






- 8
-




Directors'
Compensation





The
following table summarizes compensation paid to non-employee directors for
2009.  Mr. McElwrath is the only employee serving as a director and he
does not receive any additional compensation for his service on the
Board.  On April 15, 2009, Messrs. Williams, Anderson, Chiang,
Juckett, Mihm, and Morrison were granted 40,000 shares of restricted stock and
options to purchase 40,000 shares of our common stock.  The grant date
fair values of these option awards were $8,120 to each of these
directors.




2009 Director
Compensation




Name
              
              Fees
      Earned
                or
      Paid in Cash
              
              
              Stock
                Awards
      (1)
              
              
              Option
                Awards
      (1)
              
              
              TotalDonald
      A. Juckett
              
              $
              42,750
              
              
              $
              11,000
              
              
              $
              8,120
              
              
              $
              61,870William
      A. Anderson
              
              
              50,000
              
              
              
              11,000
              
              
              
              8,120
              
              
              
              69,120C.
      P. Chiang
              
              
              27,000
              
              
              
              11,000
              
              
              
              8,120
              
              
              
              46,120John
      C. Mihm
              
              
              30,000
              
              
              
              11,000
              
              
              
              8,120
              
              
              
              49,120Lucian
      Morrison
              
              
              39,000
              
              
              
              11,000
              
              
              
              8,120
              
              
              
              58,120Thomas
      E. Williams
              
              
              41,750
              
              
              
              11,000
              
              
              
              8,120
              
              
              
              60,870


(1)
            Stock
      Awards and Option Awards are quantified in the table according to the
      amount included in 2009 share-based compensation expense for the awards
      granted to each named director through the end of fiscal year
      2009.  See Footnote 11 to the Consolidated Financial Statements
      which is included in Part II of this report for assumptions used in
      valuing these awards and the methodology for recognizing the
      related  expense.  The expense has been modified in
      accordance with SEC rules to eliminate forfeiture assumptions in computing
      the expense for the year.   There were no actual
      forfeitures during 2009 by any of the named directors.  All
      options are for the purchase of our common stock.  All stock
      awards are grants of restricted stock representing time-vesting shares of
      our common stock.








- 9
-


The table
below provides information regarding the outstanding stock option and restricted
stock awards for each of our directors as of December 31, 2009.




2009 Outstanding Equity
Awards for Directors




Name
              
              Number
      of Securities
                Underlying
                Unexercised
      Options (#)
              
              
              Number
      of
                Shares
      of Stock
                That
      Have Not
                Vested
      (#)Donald
      A. Juckett
              
              
              520,000
              
              
              
              40,000William
      A. Anderson
              
              
              290,000
              
              
              
              40,000C.
      P. Chiang
              
              
              280,000
              
              
              
              40,000John
      C. Mihm
              
              
              520,000
              
              
              
              40,000Lucian
      Morrison
              
              
              268,000
              
              
              
              40,000Thomas
      E. Williams
              
              
              520,000
              
              
              
              40,000


The
Company pays its non-employee directors cash compensation for their service on
the Board. In January 2007, the Board approved a standard compensation
arrangement for directors, effective January 1, 2007.  On April 15,
2009, the Compensation Committee amended the standard compensation arrangement
to increase the fees for Board and committee telephone meetings from $500 each
to $1,500 and $1,000, respectively.  The current standard compensation
arrangement, as amended, is set forth below.




Schedule
      of Directors' FeesAnnual
      cash retainer
              
              $
              15,000
              
              annuallyBoard
      meetings in person
              
              
              1,500
              
              for
      each meetingBoard
      meetings by telephone
              
              
              1,500
              
              for
      each meetingCommittee
      meetings in person
              
              
              1,000
              
              for
      each meetingCommittee
      meetings by telephone
              
              
              1,000
              
              for
      each meetingCommittee
      Chairman retainer
              
              
              5,500
              
              annuallyAudit
      Committee Chairman retainer
              
              
              12,000
              
              annuallyBoard
      Chairman retainer
              
              
              12,000
              
              annually


The
Company also reimburses directors for the reasonable expenses they incur to
attend Board, Board committee and/or investor relations meetings.  In
addition, in 2008, the Board approved an annual grant of options to purchase
40,000 shares of common stock to each non-employee director, which have an
exercise price equal to fair market value on date of grant, a term of ten years
and will vest in their entirety on the first anniversary of the date of
grant.  The fair market value, on a given date, is the mean of the
closing bid and asked prices of the common shares as reported that day on the
OTC Bulletin Board.  These grants are expected to be made during the
first quarter each fiscal year.  The 2009 grant to each of the six
non-employee directors was made on April 15, 2009.  The options have
an exercise price of $0.275, which was the fair market value of our stock on the
date of grant.





In
addition to the annual grants of options to directors described above, we
typically grant options to directors upon their initial appointment or election
as a director.  The options will vest over three years, with 25%
vested immediately and an additional 25% vesting on the first, second and third
anniversary of the date of grant.  If upon or within 24 months of a
Change of Control (as defined in the 2005 Plan) a director's service in their
capacity as a director of the Company is terminated, then all options granted to
the director will immediately and fully vest and be exercisable as of the date
their service is terminated.





- 10
-


ITEM
12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS





Security
Ownership





The
following table sets forth, as of April 20,  2010, certain information
with respect to the beneficial ownership of our common stock by (a) each
stockholder beneficially owning more than 5% of the Company's outstanding common
stock; (b) each director of the Company who is a stockholder of the Company;
(c) each of the Named Executive Officers who is a stockholder of the
Company; and (d) all executive officers and directors of the Company as a
group.  Total shares outstanding on April 20, 2010 were
185,420,859.




Name
      of Beneficial Owner
              
              Amount
      and
                Nature
      of
                Beneficial
                Ownership
      of
                Common
      Stock
              
              
              Percent
      of
                Outstanding
                Common
      StockInternational
      Finance Corporation
              
              
              21,580,360
              (1)
              
              
              11.3
              %Persistency
      Capital, LLC
              
              
              16,986,579
              (2)
              
              
              9.1
              %The
      China Fund, Inc.
              
              
              14,565,477
              (3)
              
              
              7.9
              %Goldman
      Sachs Group, Inc.
              
              
              11,617,333
              (4)
              
              
              6.2
              %Named
      Executive Officers:Michael
      R. McElwrath
              
              
              3,411,595
              (5)
              
              
              1.8
              %K.
      Andrew Lai
              
              
              506,759
              (6)
              
              
              *Non-Executive
      Directors:Donald
      A. Juckett
              
              
              668,632
              (7)
              
              
              *William
      A. Anderson
              
              
              320,519
              (8)
              
              
              *C.
      P. Chiang
              
              
              320,000
              (9)
              
              
              *John
      C. Mihm
              
              
              734,579
              (10)
              
              
              *Lucian
      L. Morrison
              
              
              294,019
              (11)
              
              
              *Thomas
      E. Williams
              
              
              598,125
              (12)
              
              
              *All
      Directors and ExecutiveOfficers
      as a Group (8 persons)
              
              
              7,068,135
              (13)
              
              
              3.8
              %


*
              Less than
      1%.


(1)
            The
      amount of beneficial ownership of the shares is based on a Schedule 13G
      filed with the SEC dated June 20, 2008.  The address for
      International Finance Corporation is 2121 Pennsylvania Avenue, N.W.,
      Washington, D.C. 20433.


(2)
            The
      amount of beneficial ownership of the shares is based on a Schedule 13G
      filed with the SEC dated February 16, 2010.  The address for
      Persistency Capital, LLC is 1270 Avenue of the Americas, Suite 2100, New
      York, NY  10020.  Based on the Schedule 13G,
      Persistency Capital, LLC and Mr. Andrew Morris share investment and voting
      power over the shares.


(3)
            The
      amount of beneficial ownership of the shares are based on written
      correspondence with The China Fund, Inc.  The address for The
      China Fund, Inc. is State Street, 2 Avenue de Lafayette, 6th
      Floor, Boston, MA 02111.  The China Fund, Inc has sole voting
      power over the shares and Martin Currie, Inc. has sole investment power
      over the shares.


(4)
            The
      amount of beneficial ownership of the shares are based on a Schedule 13G
      filed with the SEC dated February 12, 2010.  The address for
      Goldman Sachs Group, Inc is 85 Broadway Street, New York, NY
      10004.






- 11
-






(5)
            Includes
      2,186,667 shares which Michael R. McElwrath may purchase pursuant to
      options which are exercisable within 60 days of April 20,
      2010.  Also includes 45,000 shares of restricted stock which
      vest on February 11, 2011 and 300,000 shares of restricted stock which
      vest in two equal installments on April 15, 2011 and April 15,
      2012.


(6)
            Includes
      332,000 shares which Andrew Lai may purchase pursuant to options which are
      exercisable within 60 days of April 20,
2010.


(7)
            Includes
      520,000 shares which Donald A. Juckett may purchase pursuant to options
      which are exercisable within 60 days of April 20,
  2010.


(8)
            Includes
      237,500 shares which William A. Anderson may purchase pursuant to options
      which are exercisable within 60 days of April 20, 2010.  Mr.
      Anderson disclaims beneficial ownership of 10,000 of these securities held
      by Anderson Securities Corp. except to the extent of his pecuniary
      interest therein, and the inclusion of these shares in this report shall
      not be deemed an admission of beneficial ownership of all of the reported
      shares for any purpose.


(9)
            Includes
      280,000 shares which C.P. Chiang may purchase pursuant to options which
      are exercisable within 60 days of April 20,
  2010.


(10)
            Includes
      520,000 shares which John C. Mihm may purchase pursuant to options which
      are exercisable within 60 days of April 20,
  2010.


(11)
            Includes
      221,000 shares which Lucian L. Morrison may purchase pursuant to options
      which are exercisable within 60 days of April 20,
  2010.


(12)
            Includes
      520,000 shares which Thomas E. Williams may purchase pursuant to options
      which are exercisable within 60 days of April 20,
  2010.


(13)
            Includes
      4,791,833shares which may
      be purchased pursuant to options and warrants which are exercisable within
      60days
      of April 20, 2010 by our directors and executive
  officers.




Equity
Compensation Plan Information




The
following table provides information regarding the equity compensation plans as
of December 31, 2009.




Number
      of
                securities
      to be
                issued
      upon
                exercise
      of
                outstanding
                options,
      warrants
                and
      rights
              
              
              Weighted
                average
                exercise
      price
                of
      outstanding
                options,
                warrants
      and
                rights
              
              
              Number
      of securities
                remaining
      available for
                future
      issuance under
                equity
      compensation
                plans
      (excluding
                securities
      reflected in
                column
      (a))Equity
      Compensation Plan Category
              
              (a)
              
              
              (b)
              
              
              (c)Plans
      approved by security holders (1)
              
              
              4,802,500
              
              
              $
              0.81
              
              
              
              5,752,333Plans
      not approved by security holders-
      Inducement awards(2)
              
              
              984,667
              
              
              
              0.64
              
              
              
              --
      Investor Relations Consultant
              
              
              125,000
              
              
              
              0.86
              
              
              
              --
      IRS 409A related grants(3)
              
              
              1,100,000
              
              
              
              1.81
              
              
              
              --
      Prior to adoption of the 2005 Plan(4)
              
              
              2,940,000
              
              
              
              1.61
              
              
              
              -Total
              
              
              9,952,167
              
              
              
              1.14
              
              
              
              5,752,333





(1)
            For
      discussion of the 2005 Stock Incentive Plan ("2005 Plan"), which was
      approved by the security holders, see "Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder Matters -
      Narrative to Equity Compensation Plan Information —2005 Stock Incentive
      Plan."


(2)
            We
      awarded as inducement grants options to purchase shares of common stock to
      new board members and new employees outside the 2005 Plan. The grants
      carried a term of ten years.


(3)
            We
      granted options to purchase shares of common stock in December 2007 which
      were replacements for options cancelled due to potential adverse tax
      consequences to the holders of the cancelled options under Section 409A of
      the Internal Revenue Code.  The cancelled options had been
      granted prior to adoption of the 2005 Plan.  The replacement
      stock options have terms between one and approximately six years, and
      exercise prices in the range of $1.30 to $2.37 per
  share.


(4)
            We
      granted options to purchase shares of common stock prior to the adoption
      of the 2005 Plan, which are evidenced by individual stock option
      agreements.  The options were granted to officers, directors and
      consultants and have a term of between five and ten years and an exercise
      price in the range of $0.65 to $2.20 per
share.






- 12
-




Narrative
to Equity Compensation Plan Information





2005 Stock Incentive
Plan





On May
27, 2005, the Company's stockholders approved the 2005 Plan. At the annual
meeting of stockholders of the Company held on July 15, 2009, the Company's
stockholders approved an amendment to the 2005 Plan which increased the number
of shares of common stock issuable from 7,500,000 shares to 12,500,000 shares
and increased the number of shares of common stock that may be granted as
restricted stock, restricted stock units or any other stock-based awards from
2,400,000 to 3,900,000 shares.  Unless sooner terminated by the Board
or the Compensation Committee, the 2005 Plan will terminate on May 27,
2015.  The 2005 Plan permits the Compensation Committee to grant stock
options, including incentive stock options ("ISOs") and non-qualified stock
options, stock appreciation rights, restricted stock, restricted stock units and
other stock-based awards.





The
purpose of the 2005 Plan is to (1) aid the Company in attracting, securing and
retaining employees of outstanding ability, (2) attract members to the Board,
(3) attract consultants to provide services to the Company, as needed, and (4)
motivate such persons to exert their best efforts on behalf of the
Company.





The 2005
Plan is administered by the Compensation Committee.  The 2005 Plan
provides that if the Chief Executive Officer of the Company is a member of the
Board, the Board may authorize him or her to grant awards of up to an aggregate
of 200,000 shares of common stock in each calendar year to participants who are
not subject to the rules promulgated under Section 16 of the Exchange
Act.





The
maximum number of shares of common stock with respect to which awards may be
granted is 7,500,000 shares (subject to adjustment in accordance with the
provisions of the 2005 Plan).  The total number of shares of common
stock that will be available for grants of ISOs is 2,600,000 shares and the
total number of shares of common stock that will be available for grants of
unrestricted shares of common stock, restricted stock, restricted stock units or
any other stock-based awards is 2,400,000 shares.  The maximum number
of shares with respect to which awards of any and all types may be granted
during a calendar year to any participant is limited, in the aggregate, to
1,500,000 shares.  The 2005 Plan also provides that the maximum amount
of a performance-based award to any Covered Employee (as defined in the 2005
Plan) for any fiscal year of the Company will be $1,000,000.  Shares
which are subject to awards which terminate, expire, are cancelled, exchanged,
forfeited, lapse or are settled for cash may be utilized again with respect to
awards granted under the Plan.





With respect to any options that are
awarded, the exercise price pursuant to which common stock may be purchased will
be determined by the Compensation Committee, but will not be less than the fair
market value (as defined in the 2005 Plan) of the common stock on the date the
option is granted.  Under the 2005 Plan, fair market value, on a given
day, is defined as the mean of the closing bid and asked prices of the common
shares as reported that day on the OTC Bulletin Board.  No option
shall be exercisable more than 10 years after the date of grant.  The
2005 Plan also grants the Compensation Committee discretion to accelerate
vesting or extend the time available for exercise of options after termination
of an executive so long as termination is not for cause (as determined by the
Compensation Committee).


- 13
-




ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





Review
of Related Person Transactions





In
accordance with our audit committee charter, the Audit Committee reviews related
person transactions.  It is the Company's policy that we will not
enter into transactions that are considered related person transactions that are
required to be disclosed under Item 404 of Regulation S-K unless the committee
or another independent body of the board first reviews and approves the
transactions.





Board
Independence





The Board
has determined that each director, except for Michael R. McElwrath, has no
material relationship with the Company and is independent within the meaning of
the NYSE Amex listing standards.




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Independent
Registered Public Accounting Firm Fee Information





Audit
Fees





The
aggregate fees billed by JonesBaggett LLP (formerly Payne Smith & Jones,
P.C.) for professional services rendered for the audit of our annual financial
statements for the years ended December 31, 2009 and 2008 and for the review of
the financial statements included in our Quarterly Reports on Form 10-Q for
those years were $205,532 and $154,466, respectively.





Audit-Related
Fees





JonesBaggett
LLP did not render any audit-related professional services for the years ended
December 31, 2009 and 2008.





Tax
Fees





JonesBaggett
LLP did not perform any tax compliance, tax advice and/or tax planning services
during 2009. The aggregate fees billed by JonesBaggett LLP for professional
services rendered for tax compliance, tax advice and/or tax planning for the
years ended December 31, 2008 were $6,000.  The fees were for the
preparation of the 2007 corporate tax returns.





All
Other Fees





JonesBaggett
LLP did not bill any other fees for professional products or services rendered
to us, other than those described above under "Audit Fees," "Audit-Related Fees"
and "Tax Fees" for the years ended December 31, 2009 and 2008.





The Audit
Committee pre-approved all of the audit and non-audit fees described above for
the years ended December 31, 2009 and 2008.





- 14
-




Pre-Approval
Policies and Procedures





In
accordance with the Audit Committee Charter, the Audit Committee has established
policies and procedures by which it approves in advance any audit and
permissible non-audit services to be provided by our independent registered
public accounting firm.  Under these procedures, prior to the
engagement of the independent registered public accounting firm for pre-approved
services, requests or applications for the independent registered public
accounting firm to provide services must be submitted to our chief financial
officer or his designee and the Audit Committee and must include a detailed
description of the services to be rendered.  The chief financial
officer or his designee and the independent registered public accounting firm
must ensure that the independent registered public accounting firm is not
engaged to perform the proposed services unless those services are within the
list of services that have received the Audit Committee's pre-approval and must
cause the Audit Committee to be informed in a timely manner of all services
rendered by the independent registered public accounting firm and the related
fees.





Requests
or applications for the independent registered public accounting firm to provide
services that require case-by-case approval will be submitted to the Audit
Committee (or any Audit Committee members who have been delegated pre-approval
authority) by the chief financial officer or his designee.  Each
request or application must include:





·
            a
      recommendation by the chief financial officer (or designee) as to whether
      the Audit Committee should approve the request or application;
      and





·
            a
      joint statement of the chief financial officer (or designee) and the
      independent registered public accounting firm as to whether, in their
      view, the request or application is consistent with the SEC's and the
      Public Company Accounting Oversight Board's requirements for
      independence.





The Audit
Committee will not permit the independent registered public accounting firm to
provide services in connection with a transaction initially recommended by them,
the purpose of which may be tax avoidance and the tax treatment of which may not
be supported in the Code and related regulations.  The Audit Committee
also will not permit the independent registered public accounting firm to
provide any services to the extent that the SEC has prohibited the provision of
those services by the independent registered public accounting firm, which
generally include:





·
            bookkeeping
      or other services related to accounting records or financial
      statements;





·
            financial
      information systems design and
implementation;





·
            appraisal
      or valuation services, fairness opinions or contribution-in-kind
      reports;





·
            actuarial
      services;





·
            internal
      audit outsourcing services;





·
            management
      functions;





·
            human
      resources;





·
            broker-dealer,
      investment adviser or investment banking
  services;





·
            legal
      services; and





·
            expert
      services unrelated to the audit.





- 15
-


The Audit
Committee delegated authority to the chairman of the Audit Committee,
to:





·
            pre-approve
      any services proposed to be provided by the independent registered public
      accounting firm and not already pre-approved or prohibited by the Audit
      Committee's Pre-Approval Policy;





·
            increase
      any authorized fee limit for pre-approved services (but not by more than
      20% of the initial amount that was pre-approved) before the Company or its
      subsidiaries engage the independent registered public accounting firm to
      perform services for any amount in excess of the fee limit;
      and





·
            investigate
      further the scope, necessity or advisability of any services as to which
      pre-approval is sought.





The
Chairman is required to report any pre-approval or fee increase decisions to the
Audit Committee at the next Audit Committee meeting.  The Audit
Committee does not delegate to management any of the Audit Committee's authority
or responsibilities concerning the independent registered public accounting
firm's services.




PART
IV




ITEM
15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES





(a)





1. and
2. No
financial statements or schedules are filed with this report on Form
10-K/A.





3.  Exhibits







A list of
the exhibits filed or furnished with this report on Form 10-K/A (or incorporated
by reference to exhibits previously filed or furnished by us) is provided in the
Exhibit Index beginning on page 18 of this report. Those exhibits incorporated
by reference herein are indicated as such by the information supplied in the
parenthetical thereafter. Otherwise, the exhibits are filed
herewith.





- 16
-


SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on April 21, 2010.





FAR
      EAST ENERGY CORPORATIONBy:
            /s/
      Michael R. McElwrathMichael
      R. McElwrathChief
      Executive Officer





- 17
-


INDEX
OF EXHIBITS




Exhibit
              Number
            Description3.1
            Articles
      of Incorporation of the Company, as amended (filed as Exhibit 3.1 to the
      Company's Annual Report on Form 10-K for the year ended December 31, 2004,
      which was filed on March 15, 2005, and incorporated herein by
      reference).3.2
            Amended
      and Restated Bylaws of the Company (filed as Exhibit 3.1 to the Company's
      Current Report on Form 8-K filed on March 17, 2005, and incorporated
      herein by reference).4.1
            Articles
      of Incorporation of the Company, as amended (included as Exhibit
      3.1).4.2
            Amended
      and Restated Bylaws of the Company (included as Exhibit
    3.2).4.3
            Specimen
      stock certificate (filed as Exhibit 4.5 to the Company's Annual Report on
      Form 10-K for the year ended December 31, 2004, which was filed on March
      15, 2005, and incorporated herein by reference).4.4
            Form
      of Warrant (filed as Exhibit 4.1 to the Company's Current Report on Form
      8-K filed on August 27, 2007, and incorporated herein by
      reference).4.5
            Warrant
      Agreement, dated August 27, 2007, between the Company and Continental
      Stock Transfer & Trust Company (filed as Exhibit 4.2 to the Company's
      Current Report on Form 8-K filed on August 27, 2007, and incorporated
      herein by reference).4.6
            Form
      of Warrant (filed as Exhibit 4.1 to the Company's Current Report on Form
      8-K filed on May 30, 2008, and incorporated herein by
      reference).4.7
            Warrant
      Agreement, dated May 30, 2008, between the Company and Continental Stock
      Transfer & Trust Company (filed as Exhibit 4.2 to the Company's
      Current Report on Form 8-K filed on May 30, 2008, and incorporated herein
      by reference).4.8
            Warrant,
      dated March 13, 2009, issued to Arrow Energy International Pte Ltd. (filed
      as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on March
      16, 2009, and incorporated herein by reference).4.9
            Exchangeable
      Note, dated March 13, 2009, by Far East Energy (Bermuda), Ltd. for the
      benefit of Arrow Energy International Pte Ltd. (filed as Exhibit 4.1 to
      the Company's Current Report on Form 8-K filed on March 16, 2009, and
      incorporated herein by reference).4.10
            Registration
      Rights Agreement, dated March 13, 2009, between the Company and Arrow
      Energy International Pte Ltd. (filed as Exhibit 4.3 to the Company's
      Current Report on Form 8-K filed on March 16, 2009, and incorporated
      herein by reference).4.11
            Warrant
      Agreement between the Company and Continental Stock Transfer & Trust
      Company (including the form of warrant) (filed as Exhibit 4.1 to the
      Company's Current Report on Form 8-K filed on December 22, 2009, and
      incorporated herein by reference).4.12
            Form
      of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form
      8-K filed on March 9, 2010, and incorporated herein by
      reference).4.13
            Form
      of Securities Purchase Agreement (filed as Exhibit 10.1 to the Company’s
      Current Report on Form 8-K filed on March 9, 2010, and incorporated herein
      by reference).10.1*
            Amended
      and Restated Employment Agreement, dated December 23, 2004, by and between
      the Company and Michael R. McElwrath (filed as Exhibit 10.1 to the
      Company's Current Report on Form 8-K filed on December 28, 2004, and
      incorporated herein by reference).10.2*
            Amended
      and Restated Nonqualified Stock Option Agreement, dated December 23, 2004,
      by and between the Company and Michael R. McElwrath (filed as Exhibit 10.3
      to the Company's Current Report on Form 8-K filed on December 28, 2004,
      and incorporated herein by reference).10.3*
            Amended
      and Restated Nonqualified Stock Option Agreement, dated December 23, 2004,
      by and between the Company and Michael R. McElwrath (filed as Exhibit 10.4
      to the Company's Current Report on Form 8-K filed on December 28, 2004,
      and incorporated herein by reference).10.4*
            Nonqualified
      Stock Option Agreement, dated December 23, 2004, by and between the
      Company and Michael R. McElwrath (filed as Exhibit 10.6 to the Company's
      Current Report on Form 8-K filed on December 28, 2004, and incorporated
      herein by reference).10.5*
            Stock
      Option Agreement, dated May 18, 2004, by and between the Company and
      Donald Juckett (filed as Exhibit 10.13 to the Company's Annual Report on
      Form 10-K for the year ended December 31, 2004, which was filed on March
      15, 2005, and incorporated herein by reference).10.6*
            Stock
      Option Agreement, dated June 18, 2004, by and between the Company and
      Randall D. Keys (filed as Exhibit 10.14 to the Company's Annual Report on
      Form 10-K for the year ended December 31, 2004, which was filed on March
      15, 2005, and incorporated herein by
reference).






- 18
-






10.7*
            Stock
      Option Agreement, dated May 24, 2004, by and between the Company and John
      C. Mihm (filed as Exhibit 10.15 to the Company's Annual Report on Form
      10-K for the year ended December 31, 2004, which was filed on March 15,
      2005, and incorporated herein by reference).10.8*
            Stock
      Option Agreement, dated February 24, 2004, by and between the Company and
      Thomas Williams (filed as Exhibit 10.16 to the Company's Annual Report on
      Form 10-K for the year ended December 31, 2004, which was filed on March
      15, 2005, and incorporated herein by reference).10.9
            Production
      Sharing Contract for Exploitation of Coalbed Methane Resources in Enhong
      and Laochang, Yunnan Province, the People's Republic of China, dated
      January 25, 2002, by and between China United Coalbed Methane Corp. Ltd.
      and the Company (filed as Exhibit 2(i) to the Company's Current Report on
      Form 8-K filed on February 11, 2002, and incorporated herein by
      reference).10.10
            Modification
      Agreement for Product Sharing Contract for Exploitation of Coalbed Methane
      Resources in Enhong and Laochang, Yunnan Province, the People's Republic
      of China, dated October 20, 2005, between China United Coalbed Methane
      Corporation Ltd. and the Company (filed as Exhibit 10.1 to the Company's
      Current Report on Form 8-K filed on October 26, 2005, and incorporated
      herein by reference).10.11
            Production
      Sharing Contract for Exploitation of Coalbed Methane Resources for the
      Quinnan Area in Shanxi Province, Qinshui Basin, the People's Republic of
      China, dated April 16, 2002, by and between China United Coalbed Methane
      Corporation Ltd. and the Phillips China Inc. (filed as Exhibit 10.21 to
      the Company's Annual Report on Form 10-K filed on March 15, 2005, and
      incorporated herein by reference).10.12
            Application
      for the Extension of Phase Two of the Exploration Period under the Quinnan
      PSC, dated December 2, 2005, by and between the Company and China United
      Coalbed Methane Corporation Ltd. (filed as Exhibit 10.20 to the Company's
      Annual Report on Form 10-K for the year ended December 31, 2005, which was
      filed on March 14, 2006, and incorporated herein by
      reference).10.13
            Application
      for the Extension of Phase Two of the Exploration Period under the Quinnan
      PSC, dated March 16, 2006, by and between the Company and China United
      Coalbed Methane Corporation Ltd. (filed as Exhibit 10.1 to the Company's
      Current Report on Form 8-K filed on March 17, 2006, and incorporated
      herein by reference).10.14
            Approval
      Certificate from the Ministry of Foreign Trade and Economic Cooperation
      dated December 30, 2002 (filed as Exhibit 2(i) to the Company's Current
      Report on Form 8-K filed on January 13, 2003, and incorporated herein by
      reference).10.15
            Memorandum
      of Understanding, dated March 18, 2003, by and between Phillips China Inc.
      and the Company (filed as Exhibit 10.1 to the Company's Amendment No. 1 to
      its Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2003,
      which was filed on December 24, 2003, and incorporated herein by
      reference).10.16
            Farmout
      Agreement Quinnan PSC, dated June 17, 2003, by and between Phillips China
      Inc. and the Company (filed as Exhibit 10.2 to the Company's Amendment No.
      1 to its Quarterly Report on Form 10-QSB/A for the quarter ended June 30,
      2003, which was filed on December 24, 2003, and incorporated herein by
      reference).10.17
            First
      Amendment to Farmout Agreement Quinnan PSC, dated December 15, 2003, by
      and between Phillips China Inc. and the Company (filed as Exhibit 10.26 to
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2004, which was filed on March 15, 2005, and incorporated herein by
      reference).10.18
            Second
      Amendment to Farmout Agreement Quinnan PSC, dated December 17, 2004, by
      and between Phillips China Inc. and the Company (filed as Exhibit 10.01 to
      the Company's Current Report on Form 8-K filed on December 23, 2004, and
      incorporated herein by reference).10.19
            Third
      Amendment to Farmout Agreement Quinnan PSC, dated December 19, 2005, by
      and between ConocoPhillips China Inc. and the Company (filed as Exhibit
      10.1 to the Company's Current Report on Form 8-K filed on December 21,
      2005, and incorporated herein by reference).10.20
            Assignment
      Agreement Quinnan PSC, dated June 17, 2003, by and between Phillips China
      Inc. and the Company (filed as Exhibit 10.4 to the Company's Amendment No.
      1 to its Quarterly Report on Form 10-QSB/A for the quarter ended June 30,
      2003, which was filed on December 24, 2003, and incorporated herein by
      reference).10.21
            Farmout
      Agreement Shouyang PSC, dated June 17, 2003, by and between Phillips China
      Inc. and the Company (filed as Exhibit 10.3 to the Company's Amendment No.
      1 to its Quarterly Report on Form 10-QSB/A for the quarter ended June 30,
      2003, which was filed on December 24, 2003, and incorporated herein by
      reference).10.22
            First
      Amendment to Farmout Agreement Shouyang PSC, dated December 15, 2003, by
      and between Phillips China Inc. and the Company (filed as Exhibit 10.30 to
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2004, which was filed on March 15, 2005, and incorporated herein by
      reference).






- 19
-






10.23
            Second
      Amendment to Farmout Agreement Shouyang PSC, dated December 17, 2004, by
      and between Phillips China Inc. and the Company (filed as Exhibit 10.02 to
      the Company's Current Report on Form 8-K filed on December 23, 2004, and
      incorporated herein by reference).10.24
            Third
      Amendment to Farmout Agreement Shouyang PSC, dated December 19, 2005, by
      and between ConocoPhillips China Inc. and the Company (filed as Exhibit
      10.2 to the Company's Current Report on Form 8-K filed on December 21,
      2005, and incorporated herein by reference).10.25
            Assignment
      Agreement Shouyang PSC, dated June 17, 2003, by and between Phillips China
      Inc. and the Company (filed as Exhibit 10.5 to the Company's Amendment No.
      1 to its Quarterly Report on Form 10-QSB/A for the quarter ended June 30,
      2003, which was filed on December 24, 2003, and incorporated herein by
      reference).10.26
            Application
      for the Extension of Phase Two of the Exploration Period under the
      Shouyang PSC, dated December 2, 2005, by and between the Company and China
      United Coalbed Methane Corporation Ltd. (filed as Exhibit 10.46 to
      Company's Annual Report on Form 10-K for the year ended December 31, 2005,
      which was filed on March 14, 2006, and incorporated herein by a
      reference).10.27
            Application
      for the Extension of Phase Two of the Exploration Period under the
      Shouyang PSC, dated March 16, 2006, by and between the Company and China
      United Coalbed Methane Corporation Ltd. (filed as Exhibit 10.2 to the
      Company's Current Report on Form 8-K filed on March 17, 2006, and
      incorporated herein by reference).10.28*
            Far
      East Energy Corporation 2005 Stock Incentive Plan (filed as Exhibit 10.28
      to the Company’s Quarterly Report on Form 10-Q for the quarter ended June
      30, 2009, which was filed on August 10, 2009, and incorporated herein by
      reference).10.29*
            Form
      of Restricted Stock Agreement for Far East Energy Corporation 2005 Stock
      Incentive Plan (filed as Exhibit 10.1 to the Company's Current Report on
      Form 8-K filed on March 23, 2007, and incorporated herein by
      reference).10.30*
            Form
      of Non-Qualified Stock Option Agreement for Far East Energy Corporation
      2005 Stock Incentive Plan (filed as Exhibit 10.1 to the Company's Current
      Report on Form 8-K filed on April 19, 2007, and incorporated herein by
      reference).10.31*
            Form
      of Incentive Stock Option Agreement for Far East Energy Corporation 2005
      Stock Incentive Plan (filed as Exhibit 10.2 to the Company's Current
      Report on Form 8-K filed on April 19, 2007, and incorporated herein by
      reference).10.32*
            Form
      of Letter Agreement with the Company's non-employee directors (filed as
      Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April
      19, 2007, and incorporated herein by reference).10.33*
            First
      Amendment to Amended and Restated Employment Agreement, dated April 16,
      2007, between the Company and Michael R. McElwrath (filed as Exhibit 10.5
      to the Company's Current Report on Form 8-K filed on April 19, 2007, and
      incorporated herein by reference).10.34
            Modification
      Agreement, dated April 24, 2007, for Production Sharing Contract for
      Exploitation of Coalbed Methane Resources for the Shouyang Area in Shanxi
      Province, Qinshui Basin, the People's Republic of China, dated April 16,
      2002, by and among China United Coalbed Methane Corporation Ltd.,
      ConocoPhillips China Inc. and Far East Energy (Bermuda), Ltd. (filed as
      Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April
      27, 2007, and incorporated herein by reference).10.35
            Modification
      Agreement, dated April 24, 2007, for Production Sharing Contract for
      Exploitation of Coalbed Methane Resources for the Quinnan Area in Shanxi
      Province, Qinshui Basin, the People's Republic of China, dated April 16,
      2002, by and among China United Coalbed Methane Corporation Ltd.,
      ConocoPhillips China Inc. and Far East Energy (Bermuda), Ltd. (filed as
      Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April
      27, 2007, and incorporated herein by reference).10.36
            Modification
      Agreement dated April 24, 2007 for Production Sharing Contract for
      Exploitation of Coalbed Methane Resources for the Enhong and Laochang Area
      in Yunnan Province, the People's Republic of China, dated December 3,
      2002, between China United Coalbed Methane Corporation Ltd. and Far East
      Energy (Bermuda), Ltd. (filed as Exhibit 10.3 to the Company's Current
      Report on Form 8-K filed on April 27, 2007, and incorporated herein by
      reference).10.37
            Stock
      Subscription Agreement, dated August 24, 2007, between the Company and
      International Finance Corporation (filed as Exhibit 10.1 to the Company's
      Current Report on Form 8-K filed on August 27, 2007, and incorporated
      herein by reference).10.38*
            Non-Qualified
      Stock Option Agreement, dated October 1, 2007, by and between the Company
      and William A. Anderson (filed as Exhibit 10.52 to the Company's Quarterly
      Report on Form 10-Q for the quarter
      ended September 30, 2007, which was filed on November 7, 2007, and
      incorporated herein by
reference).






- 20
-






10.39*
            Second
      Amendment to Amended and Restated Employment Agreement, dated November 26,
      2007, between the Company and Michael R. McElwrath (filed as Exhibit 10.1
      to the Company's Current Report on Form 8-K filed on November 27, 2007,
      and incorporated herein by reference).10.40*
            Form
      of Restricted Stock Agreement (filed as Exhibit 4.4 to the Company's
      Registration Statement on Form S-8 (File No. 333-148363) filed on December
      27, 2007, and incorporated herein by reference).10.41*
            Form
      of Non-Qualified Stock Option Agreement (filed as Exhibit 10.54 to the
      Company's Annual Report on Form 10-K for the year ended December 31, 2007,
      which was filed on March 13, 2008, and incorporated herein by
      reference).10.42*
            Restricted
      Stock Agreement, dated December 27, 2007, between the Company and Michael
      R. McElwrath (filed as Exhibit 10.55 to the Company's Annual Report on
      Form 10-K for the year ended December 31, 2007, which was filed on March
      13, 2008, and incorporated herein by reference).10.43*
            Restricted
      Stock Agreement, dated December 27, 2007, between the Company and Thomas
      E. Williams (filed as Exhibit 10.56 to the Company's Annual Report on Form
      10-K for the year ended December 31, 2007, which was filed on March 13,
      2008, and incorporated herein by reference).10.44*
            Non-Qualified
      Stock Option Agreement, dated January 9, 2008, between the Company and
      Lucian L. Morrison (filed as Exhibit 10.58 to the Company's Annual Report
      on Form 10-K for the year ended December 31, 2007, which was filed on
      March 13, 2008, and incorporated herein by reference).10.45*
            Employment
      Agreement, dated March 12, 2008, between Far East Energy (Bermuda), Ltd.
      and Phil Christian (filed as Exhibit 10.1 to the Company's Current Report
      on Form 8-K filed on March 13, 2008, and incorporated herein by
      reference).10.46*
            Non-Qualified
      Stock Option Agreement, dated March 12, 2008, between the Company and Phil
      Christian (filed as Exhibit 10.2 to the Company's Current Report on Form
      8-K filed on March 13, 2008, and incorporated herein by
      reference).10.47*
            Amended
      and Restated Nonqualified Stock Option Agreement, dated December 27, 2007,
      by and between the Company and Thomas Williams (filed as Exhibit 10.61 to
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2007, which was filed on March 13, 2008, and incorporated herein by
      reference).10.48*
            Second
      Amended and Restated Nonqualified Stock Option Agreement, dated December
      27, 2007, by and between the Company and Michael McElwrath (filed as
      Exhibit 10.64 to the Company's Annual Report on Form 10-K for the year
      ended December 31, 2007, which was filed on March 13, 2008, and
      incorporated herein by reference). The original option agreement was
      entered into on January 29, 2002.10.49*
            Second
      Amended and Restated Nonqualified Stock Option Agreement, dated December
      27, 2007, by and between the Company and Michael McElwrath (filed as
      Exhibit 10.65 to the Company's Annual Report on Form 10-K for the year
      ended December 31, 2007, which was filed on March 13, 2008, and
      incorporated herein by reference). The original option agreement was
      entered into on October 13, 2003.10.50*
            Third
      Amendment to Amended and Restated Employment Agreement, dated March 7,
      2008, between the Company and Michael R. McElwrath (filed as Exhibit 10.3
      to the Company's Current Report on Form 8-K filed on March 13, 2008, and
      incorporated herein by reference).10.51
            Stock
      Subscription Agreement, dated June 2, 2008, between the Company and
      International Finance Corporation (filed as Exhibit 10.64 to the Company's
      Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, which
      was filed on August 6, 2008, and incorporated herein by
      reference).10.52*
            Amended
      and Restated Employment Agreement, dated October 1, 2008, by and between
      the Company and Andrew Lai (filed as Exhibit 10.1 to the Company's Current
      Report on Form 8-K/A filed on October 6, 2008, and incorporated herein by
      reference).10.53*
            First
      Amendment to Non-Qualified Stock Option Agreement, dated December 19,
      2008, between the Company and Michael McElwrath (filed as Exhibit 10.63 to
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2008, which was filed on March 30, 2009, and incorporated herein by
      reference). The original option agreement was entered into on February 2,
      2006.10.54*
            Second
      Amended and Restated Nonqualified Stock Option Agreement, dated January
      14, 2009, between the Company and Michael McElwrath (filed as Exhibit
      10.64 to the Company's Annual Report on Form 10-K for the year ended
      December 31, 2008, which was filed on March 30, 2009, and incorporated
      herein by reference). The original option agreement was entered into on
      January 29, 2002.10.55*
            Second
      Amended and Restated Nonqualified Stock Option Agreement, dated January
      14, 2009, between the Company and Thomas Williams (filed as Exhibit 10.65
      to the Company's Annual Report on Form 10-K for
      the year ended December 31, 2008, which was filed on March 30, 2009, and
      incorporated herein by reference). This Agreement amended 100,000 options,
      which vested on or prior to December 31, 2004, of the original option
      agreement dated February 24,
2004.






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10.56*
            Third
      Amended and Restated Nonqualified Stock Option Agreement, dated January
      14, 2009, between the Company and Thomas Williams (filed as Exhibit 10.66
      to the Company's Annual Report on Form 10-K for the year ended December
      31, 2008, which was filed on March 30, 2009, and incorporated herein by
      reference). This Agreement amended 300,000 options, which vested on or
      after January 1, 2005, of the original option agreement dated February 24,
      2004.10.57*
            Amended
      and Restated Nonqualified Stock Option Agreement, dated January 14, 2009,
      between the Company and John Mihm (filed as Exhibit 10.67 to the Company's
      Annual Report on Form 10-K for the year ended December 31, 2008, which was
      filed on March 30, 2009, and incorporated herein by reference). The
      original option agreement was entered into on May 24,
  2004.10.58*
            Amended
      and Restated Nonqualified Stock Option Agreement, dated January 14, 2009,
      between the Company and Don Juckett (filed as Exhibit 10.68 to the
      Company's Annual Report on Form 10-K for the year ended December 31, 2008,
      which was filed on March 30, 2009, and incorporated herein by reference).
      The original option agreement was entered into on May 18,
      2004.10.59*
            First
      Amendment to Employment Agreement, dated December 19, 2008, between the
      Company and Phil Christian (filed as Exhibit 10.69 to the Company's Annual
      Report on Form 10-K for the year ended December 31, 2008, which was filed
      on March 30, 2009, and incorporated herein by
  reference).10.60*
            Second
      Amendment to Employment Agreement, dated December 31, 2008, between the
      Company and Phil Christian (filed as Exhibit 10.70 to the Company's Annual
      Report on Form 10-K for the year ended December 31, 2008, which was filed
      on March 30, 2009, and incorporated herein by
  reference).10.61*
            First
      Amendment to Amended and Restated Employment Agreement, dated December 19,
      2008, between the Company and Andrew Lai (filed as Exhibit 10.71 to the
      Company's Annual Report on Form 10-K for the year ended December 31, 2008,
      which was filed on March 30, 2009, and incorporated herein by
      reference).10.62*
            Fourth
      Amendment to Amended and Restated Employment Agreement, dated December 19,
      2008, between the Company and Michael McElwrath (filed as Exhibit 10.72 to
      the Company's Annual Report on Form 10-K for the year ended December 31,
      2008, which was filed on March 30, 2009, and incorporated herein by
      reference).10.63*
            Form
      of Nonqualified Stock Option Agreement for Far East Energy Corporation
      2005 Stock Incentive Plan (filed as Exhibit 10.73 to the Company's Annual
      Report on Form 10-K for the year ended December 31, 2008, which was filed
      on March 30, 2009, and incorporated herein by
  reference).10.64
            Securities
      Purchase Agreement, dated March 13, 2009, among the Company, Far East
      Energy (Bermuda), Ltd., and Arrow Energy International Pte Ltd. (filed as
      Exhibit 10.1 to the Company's Current Report on Form 8-K filed on March
      16, 2008, and incorporated herein by reference).10.65
            Farmout
      Agreement, dated March 13, 2009, between the Company, Far East Energy
      (Bermuda), Ltd., and Arrow Energy International Pte Ltd. (filed as Exhibit
      10.2 to the Company's Current Report on Form 8-K filed on March 16, 2008,
      and incorporated herein by reference).10.66*
            Fifth
      Amendment to Amended and Restated Employment Agreement, dated May 18,
      2009, between the Company and Michael R. McElwrath (filed as Exhibit 10.1
      to the Company's Current Report on Form 8-K filed on May 18, 2009, and
      incorporated herein by reference).10.67
            Modification
      Agreement for Production Sharing Contract for Exploitation of Coalbed
      Methane Resources for the Shouyang Area in Shanxi Province, Qinshui Basin,
      The People’s Republic of China (filed as Exhibit 10.1 to the Company’s
      Current Report on From 8-K filed on August 27, 2009, and incorporated
      herein by reference).10.68
            Modification
      Agreement for Production Sharing Contract for Exploitation of Coalbed
      Methane Resources in Enhong and Laochang Area, Yunnan Province, The
      People’s Republic of China (filed as Exhibit 10.2 to the Company’s Current
      Report on From 8-K filed on August 27, 2009, and incorporated herein by
      reference).10.69
            Agreement,
      dated October 6, 2009, between Far East Energy (Bermuda), Ltd. and Arrow
      Energy International Ltd (filed as Exhibit 10.1 to the Company's Current
      Report on Form 8-K filed on October 7, 2009, and incorporated herein by
      reference).10.70*
            Release
      of Claims, dated October 6, 2009, by and among Phil Christian, the
      Company, and Far East Energy (Bermuda), Ltd. (filed as Exhibit 10.70 to
      the Company's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2009, and incorporated herein by
  reference).






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-






10.71
            Agreement,
      dated November 20, 2009, between Far East Energy (Bermuda), Ltd. and Arrow
      Energy International Ltd (filed as Exhibit 10.1 to the Company's Current
      Report on Form 8-K filed on November 23, 2009, and incorporated herein by
      reference).10.72
            Placement
      Agent Agreement between the Company and Pritchard Capital Partners, LLP
      (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed
      on December 22, 2009, and incorporated herein by
    reference).21.1
            List
      of Subsidiaries of Far East Energy Corporation (filed as Exhibit 21.1 to
      the Company’s Annual Report on Form 10-K filed on March 15, 2010, and
      incorporated herein by reference).23.1
            Consent
      of JonesBaggett LLP (filed as Exhibit 23.1 to the Company’s Annual Report
      on Form 10-K filed on March 15, 2010, and incorporated herein by
      reference).24.1
            Powers
      of Attorney (filed as Exhibit 24.1 to the Company’s Annual Report on Form
      10-K filed on March 15, 2010, and incorporated herein by
      reference).31.1
      †
            Certification
      of Chief Executive Officer of the Company under Section 302 of the
      Sarbanes-Oxley Act of 2002.31.2
      †
            Certification
      of Chief Financial Officer of the Company under Section 302 of the
      Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer of the Company Pursuant to 18 U.S.C. Sec. 1350
      (filed as Exhibit 32.1 to the Company’s Annual Report on Form 10-K filed
      on March 15, 2010, and incorporated herein by
  reference).32.2
            Certification
      of Chief Financial Officer of the Company Pursuant to 18 U.S.C. Sec. 1350
      (filed as Exhibit 32.2 to the Company’s Annual Report on Form 10-K filed
      on March 15, 2010, and incorporated herein by
  reference).





*
            Management
      contract or compensatory plan arrangement.†
            Filed
      herewith