UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





x ANNUAL REPORT
UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
fiscal year ended June 30, 2009


or


o TRANSITION REPORT
UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the
transition period from __________ to ___________





Commission
File Number 001-32490





HYPERDYNAMICS
CORPORATION


(Exact
name of registrant as specified in its charter)





DELAWARE
              87-0400335(State
      or other jurisdiction
              (IRS
      Employerof
      incorporation or organization)
              Identification
      Number)


One
Sugar Creek Center Blvd., #125


Sugar
Land, Texas 77478


(Address
of principal executive offices, including zip code)





(713)
353-9400


(Issuer’s
telephone number, including area code)





Securities
registered under Section 12(b) of the Exchange Act:





Title
      of Each Class
            
            Name
      of Each Exchange on Which RegisteredCommon
      Stock, $0.001 par value
            
            NYSE
      Amex





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈Yes
            x
  No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


 ̈Yes
            x
  No





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 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.


xYes
             ̈  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 the 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. o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.


Large
      accelerated filer   ̈
            Accelerated
      filer   ̈
            Non-accelerated
      filer   ̈





Smaller
reporting companyx




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12-b-2 of the Exchange Act)


 ̈Yes
            x
  No





As of
December 31, 2008, the aggregate market value of the registrant’s common
stock held by non-affiliates of the registrant was $26,702,766 based on the
closing sale price as reported on the NYSE Amex.  We had 80,549,915
shares of common stock outstanding on September 29, 2009.









EXPLANATORY NOTE





Hyperdynamics
Corporation (the “Company,” “we,” “us” or “our”) is filing this Amendment
No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form
10-K for the year ended June 30, 2009, filed with the Securities and Exchange
Commission (the “SEC”) on September 30, 2009 (the “Original Form
10-K”).





This
Amendment is being filed to amend the Original Form 10-K to include the
information required by Items 10 through 14 of Part III of Form
10-K.  The Company is also amending the disclosure concerning the
Wellington LLC and US Oil litigation matters disclosed in Item 3 of Part I of
the Original Form 10-K to include disclosure concerning the interlocutory appeal
in the Wellington LLC litigation matter and the granting of a motion for
sanctions in the US Oil litigation matter.  The Company is also
updating its list of exhibits in Item 15 of this report to include the
certifications specified in Rule 13a-14(a) under the Securities Exchange
Act of 1934 (the “Exchange Act”) required to be filed with this
Amendment.  Except for (i) the amended disclosure in Item 3 of Part I
(described above, (ii) the addition of the Part III information and (iii)
the filing of related certifications, no other changes have been made to the
Original Form 10-K.  Except as described above, this Amendment does
not reflect events occurring after the filing of the Original Form 10-K or
modify or update those disclosures affected by subsequent events.




i




TABLE OF CONTENTS




Page




PART IItem
      3.
              Legal
      Proceedings
              1PART
      IIIItem
      10.
              Directors,
      Executive Officers and Corporate Governance
              3Item
      11.
              Executive
      Compensation
              7Item
      12.
              Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
              19Item
      13.
              Certain
      Relationships and Related Transactions, and Director
      Independence
              21Item
      14.
              Principal
      Accounting Fees and Services
              22PART
      IVItem
      15.
              Exhibits,
      Financial Statement Schedules
              23SIGNATURES
              26




ii




PART
I




Item
      3.
            Legal
      Proceedings




Dixon Financial
Services




In 2001,
we were named as a defendant in a lawsuit styledDixon Financial Services, Ltd. v.
Fidelity Transfer Company, Erin Oil Exploration, Inc., Bill Knollenberg, Ron
Bearden, R.F. Bearden Associates, Inc., James Chang, Nick H. Johnson, Riley L.
Burnett, Jr., Johnson, Burnett & Chang, L.L.P., Greenberg, Peden, Siegmyer
& Oshman, P.C., George Siegmyer and Hyperdynamics Corporation ; Case
No. 2001-06263; In the 215th Judicial District Court of Harris County,
Texas.




This suit
alleged breach of contract, negligence and other causes of action for failure to
deliver 574,500 shares of our common stock to Dixon Financial Services upon the
expiration of certain trading restrictions.  Prior to the transfer,
although always owned in certificate form by Dixon, these shares were held in a
nominee name.  However, prior to being able to deliver common stock
certificates in Dixon’s name as free trading shares, the Erin Oil Exploration
parties filed a lawsuit and obtained a temporary restraining order preventing
the transfer of the shares.  The restraining order was obtained on the
affidavit of the lawyers for the Erin Oil parties.  The Erin Oil
parties and their attorneys alleged that these shares were subject to certain
claims they had against other persons.  We demonstrated that these
shares were not subject to the Erin Oil parties’ claims and the temporary
injunction was removed as to us.  However, our stock transfer agent
continued to refuse to transfer the shares based on threats and other comments
made by the Erin Oil parties’ attorneys.  As a result, the transfer of
the shares into Dixon’s name was delayed more than three
months.  During this period, the share price declined from $7.00 per
share to slightly more than $1.00 per share.




Both
Dixon Financial and the company brought claims against the Erin Oil parties and
their legal counsel for their wrongful conduct in preventing the transfer of the
shares.  As a defense, the Erin Oil parties’ legal counsel asserted a
litigation privilege under Texas law.  Based on this assertion, the
Erin Oil parties and their legal counsel filed motions for summary
judgment.  The trial court granted all such motions for summary
judgment.




Our
transfer agent, Fidelity Transfer, claimed that it was not subject to
jurisdiction in Texas on the Dixon claims.  In addition, we determined
that Fidelity Transfer was not solvent for purposes of any judgment against it
in this matter.  Fidelity Transfer is no longer a party to this
lawsuit at this time, but we have a formal agreement allowing us to pursue
recovery against Fidelity Transfer at a later time.




At the
end of April 2005, we entered into an agreement with Dixon Financial to settle
and resolve this litigation.  The agreement provided, among other
things, that we would work together with Dixon to appeal the summary
judgments.  We agreed to bear the costs of the appeal of those summary
judgments.  The agreement further provided that we agree to a judgment
in the amount of $2,015,264 for the failure to deliver the shares into the name
of Dixon Financial.  Dixon Financial agreed to postpone enforcement of
the judgment until the appeal process is concluded or the Erin Oil parties are
determined not to be liable for any other reason.  Furthermore, by our
agreement with Dixon Financial we will pay only $240,000, payable at $10,000 per
month for 24 months, if the appeal of the summary judgments is
unsuccessful.  If the appeal is successful, we will seek to recover
our damages and costs from the Erin Oil parties and their legal
counsel.  Any recovery from the Erin Oil parties or their legal
counsel is expected to be from insurance coverage.




In June
2006, the Court issued an order severing some of the Erin Oil parties from the
main case so that the summary judgments entered in favor of those parties could
be appealed (“the Greenberg appeal”).  The Greenberg appeal was
unsuccessful.  The remainder of the case against Knollenberg and Erin
Oil, as the remaining Erin Oil parties, was tried to a jury in January
2007.  The jury found in favor of Hyperdynamics and Dixon and awarded
damages against Knollenberg.  However, at the request of the Erin Oil
parties and their counsel, the trial court set aside the jury award and entered
a “take nothing” judgment on all issues, which was appealed to the Texas Court
of Appeals, which issued an opinion in 2009.  We have filed an appeal
to the Texas Supreme Court.  We have not recorded an accrual
associated with future legal fees from this lawsuit because it is our policy to
expense legal costs as they are incurred.  Because of recent
developments in the case, we consider a loss from this lawsuit to be probable,
and we have accrued $240,000 the amount of the agreed settlement, associated
with this legal contingency as of June 30, 2009.




1




Wellington,
LLC.




On April
9, 2001, we were named as a defendant in a lawsuit styled Wellington, LLC vs.
Hyperdynamics Corporation et al. Civil Action# 18811-NC, The Court of Chancery
of Delaware.




The
Plaintiff claims that we did not carry out conversion of Series A preferred
stock to common stock.  On August 9, 2002 Plaintiff, Defendant, and
their respective counsels executed an “Agreement for Transfer of Claims in
Delaware Action to Georgia.” Subsequently, the lawsuit was moved in its entirety
to Atlanta, Georgia to be litigated under the lawsuit discussed
below.  Under the agreement, the Plaintiff in the Delaware action,
Wellington, LLC. would become the Defendant in Atlanta.  During the
fiscal year ended June 30, 2004, the Court of Chancery of Delaware dismissed the
Delaware case.




On
November 5, 2001, we filed a lawsuit styled Hyperdynamics Corporation,
Plaintiff, v. J.P. Carey Securities, Inc., J.P. Carey Asset Management LLC,
Joseph C. Canouse, John C. Canouse, James P. Canouse, Jeffrey Canouse,
Southridge Capital Management LLC, Stephen Hicks a/k/a Steve Hicks, Thomson
Kernaghan & Co., Limited, Mark Valentine, Talya Davies, Cache Capital
(United States), L.P., Carpe Diem, Carpe Diem LTD., Wellington, LLC, Minglewood
Capital, LLC, Falcon Securities, LTD, Navigator Management LTD., David Sims, and
Citco Trustees (Cayman) Limited, Defendants; and Wellington LLC,
Counterclaim/Third-Party Plaintiff, v. Hyperdynamics Corporation, a Delaware
corporation, Kent Watts, Michael Watts, Robert Hill, Harry J. Briers, DJX, Ltd.,
a Belize corporation, and Does 1-10, Counterclaim/Third-Party Defendants, Civil
Action File No. 2001CV44988, In The Superior Court of Fulton County, State of
Georgia.




We filed
our First Amended Complaint against Defendants on September 12, 2002 in which we
presented thirteen counts for Causes of Action against defendants including
“Violations of Georgia Racketeer Influenced and Corrupt Organizations” (RICO)
Act (O.C.G.A. SS 16-14-1, ET SEO).




We
believe that more than one of the Defendants worked together to create the
appearance of providing initial long term financing ($3,000,000) and additional
financing commitments (up to additional $5,000,000), all from reputable sources,
while the Defendants' real plan was to manipulate our stock through
contractually prohibited short selling and multiple breaches of the
contractually agreed to selling covenants.




We are
subject to counterclaims in this Georgia litigation.  The
counterclaimants allege that Hyperdynamics and its Officers and Directors
breached their fiduciary duties to shareholders and committed other tortuous
acts.  We intend to continue to vigorously pursue damages and defend
all counterclaims.  Discovery is being primarily focused on
jurisdictional issues at this time.  During the litigation we have
made numerous claims of discovery abuse resulting in certain defendants and
defense attorneys involved being sanctioned by the court.  They have
filed for sanctions against us as well.  The court dismissed all
non-Georgia defendants.  We have filed a notice of appeal of that
ruling.




The
Georgia Court of Appeals rejected our appeal of the trial court’s order
dismissing the non-Georgia defendants because it was not a “final order,” though
it was in effect as to the dismissed defendants.  The Court of
Appeals’ action returned the case to the trial court where a Motion for
Reconsideration was filed due to a dramatic change in the law of personal
jurisdiction in Georgia. (SeeInnovative Clinical & Consulting v. First National Bank of Ames , 279
Ga. 672 (2005).) OnNovember 25, 2008, the court consented to an interlocutory appeal of the
ruling, thereby allowing that ruling to become final and allow for
appeal.  The appeal was filed onOctober 3, 2009and briefing should concluded byJanuary 22, 2010with a ruling expected in
2010. The Company has determined that the possibility
of loss is remote and has not recorded a potential liability.




2




USOil
Corporation.




US Oil vs. SCS Corporation and
Hyperdynamics Corporation; Cause No. 2007-55700; in the 133rd Judicial
District Court of Harris County, Texas.




In August
2007, USOil Corporation re-filed a previously dismissed lawsuit in Ft. Bend
County, claiming it was the actions or omissions of SCS that caused the 2002 PSA
to be cancelled by the Government of Guinea.  We have successfully
transferred the case to Harris County.  The Company has propounded a
large amount of discovery to US Oil to which they have not
responded.  In addition to denying all claims in the Answer on file,
SCS has also filed a counterclaim seeking damages for frivolous litigation and
tortuous interference of a contract.  The Court has extended the trial
docket for this case in light of its international nature.  We are not
currently set for trial and do not expect a trial setting in the near
future.




In the
US Oil v. SCS and HDY case, we are preparing discovery to be sent to
Plaintiff.  Initial efforts by Plaintiff to resolve this case without
further litigation is in the very early stages.  It is unknown at this
time the chance of success of these resolution efforts.  We remain in
the discovery stage (brought by us);
and the court has entered an Order datedSeptember 30, 2009granting the Motion for Sanctions against US
Oil.  Management considers the probability of loss from
this case remote.




Raymond Thomas et al v.
Ashley Investment et al.




Trendsetter
Production Company was named in a lawsuit,Raymond Thomas et al v. Ashley
Investment et al., No. 38,839 “C”, 5 the Judicial District Court, Parish
of Richland, State of Louisiana.  The case is an environmental cleanup
case involving wells operated by Trendsetter prior to our acquisition of the
company.  All operators in two fields, about fifty separate
defendants, are named in the suit.  The case is in the early discovery
stage ( and our attorneys are developing strategies to defend the
suit.  We believe a loss from this case is possible; however, the loss
or range of loss cannot be reasonably estimated.




Magee Smith Lease
Lawsuit




J.M. Oil L.L.C. vs. Beard Operating,
Inc., W.R. Jennings, Jr. and Trendsetter Production Company (dba Trendsetter
Production, Inc.), Docket No. 42784, Div. 13; in the 7th Judicial District Court,
Parish of Concordia, State of Louisiana.




The case
involves an oil and gas lease which we acquired in fiscal 2005, the Magee Smith
A lease.  We believed we had acquired the entire tract.  The
seller believes that we did not acquire some non-producing property on the
land.  The seller is seeking a judge’s order to release the land back
to them.  The entity that originally conveyed the Magee Smith leases
to us have requested a judicial determination of the status of our Magee Smith A
lease and the net revenue interest attributable to owners of the
leases.  The case has been tried in a bench trial but the judge has
not ruled.  The judge’s options include returning a portion of the
lease to the original sellers and adjusting our net revenue interest in the
Magee Smith A well from approximately 73% to 75% in order to reflect the terms
of the lease.  Accordingly, we consider the probability of loss from
this case remote.  We conveyed this lease to a third party in
2009.




PART
III




Item
      10.
            Directors,
      Executive Officers and Corporate
Governance.




Board
of Directors




The
following table sets forth each of our Directors’ name, age, and positions and
offices with us.  The expiration of each of their current terms as our
directors expires at the next annual meeting of our stockholders. There is
no family relationship between or among any of the Directors and our Executive
Officers.  Board vacancies are filled by a majority vote of the
Board. We have an Audit Committee, a Compensation Committee, a Nominating
Committee and a Government Relations Committee.




Name
            
            Position
            
            AgeRay
      Leonard
            
            Director,
      CEO and President
            
            56Robert
      A. Solberg
            *
            Director
      and Non-Executive Chairman
            
            63Herman
      Cohen
            *
            Director
            
            77Roger D. Friedberger
            *
            Director
            
            58Lord
      David Owen
            *
            Director
            
            71Pasquale
      Scaturro
            *
            Director
            
            55Charles H. Andrews
            *
            Director
            
            77


________________________





*           Independent
Director




3






Ray
Leonard was appointed to the Board of Directors and was appointed CEO and
President in July 2009.  Mr. Leonard most recently served as the Vice
President of Eurasia & Exploration for the newly formed Kuwait Energy
Company from December 2006 to June 2009.  From January 2005 to
November 2006, Mr. Leonard served as the Senior Vice President of International
Exploration and Production of MOL Plc.  Mr. Leonard also served as
Vice President of Exploration & New Ventures for YUKOS, Russia’s second
largest oil company, based in Moscow, Russia from February 2001 to December
2004.  Prior to joining YUKOS, Leonard held the title of Vice
President of Exploration with First International Oil from June 1998 to January
2001.  Previously, Mr. Leonard spent 19 years with Amoco, where he
began as a geologist and was promoted to the executive level as Vice President
of Resource Acquisitions.  During his tenure at Amoco, he held a
three-year assignment as Division Geologist in West Africa.  Mr.
Leonard holds a Master of Arts in Geology from the University of Texas-Austin
and a Bachelor of Science in Geosciences from the University of
Arizona.




Robert A.
Solberg was appointed to the Board of Directors in August 2009 and serves
as non-executive Chairman of the Board.  He was the president of
Texaco Inc.’s Worldwide Exploration and Development division from 1998 until his
retirement in 2002.  Prior to 1998, Mr. Solberg held senior management
positions at Texaco, Inc. for operations in the U.S., the Middle East, Asia and
Europe.  Mr. Solberg is presently a director and the non-executive
chairman of Scorpion Offshore, an offshore drilling company, that is a public
company on the Oslo, Norway stock exchange.  Mr. Solberg is also a
director and the non-executive chairman of JDR Cable Systems, which supplies
custom cable and subsea connection equipment to the offshore oil and gas
industry.  Mr. Solberg is a licensed petroleum engineer, and he holds
a B.S Degree in Civil Engineering—University of North Dakota
(1969).




CharlesH.Andrews was
appointed to the Board of Directors in December 2007. Mr. Andrews is a
Geoscientist withover forty years
experience in the oil and gas exploration and geophysical services
industries. From 1987 through the present, Mr. Andrews has been the
CEO of Andrews Geoscience, Inc., doing acquisition and processing quality
control and interpretation, where he became experienced in 3-D seismic
acquisition design and processing. Mr. Andrews is the principal owner
of Andrews Geoscience, Inc. From 1997 through 2002, he was Chief
Geophysicist of Seismic Ventures, Inc. As Chief Geophysicist and later
Geophysical Advisor/Corporate Development, he evaluated seismic processing
programs, performed design for seismic acquisition surveys, and evaluated
business opportunities involving data purchases, vendor outsourcing, and use of
4D (Time lapse) seismic data.  From 2002 through July 2008,
Mr. Andrews has been with Seismic Wavelet Imaging, Inc. where he is
currently a V.P. Seismic Wavelet Imaging, Inc. provides seismic processing
to enhance the resolution of seismic data.  From 2007 though the present,
he has been with Precision Wells, Inc. where he is V.P. of
Geophysics.




Herman
Cohen was appointed to the Board of Directors in July
2009.  Mr. Cohen has been the owner of Cohen & Woods International
since 1998.  At Cohen & Woods International, Mr. Cohen specializes
in providing strategic planning services to African governments and companies
doing business in Africa.  Mr. Cohen also served as a Senior Advisor
to Global Coalition for Africa from 1993-1998 at World Bank.  Previous
to his position at World Bank, Mr. Cohen served in the U.S. Foreign Service from
1955-1993.  During his career with the U.S. Foreign Service, Mr. Cohen
served as the U.S. Ambassador to Senegal and The Gambia from 1977 to 1980 and
from 1989 to 1993 Mr. Cohen served as assistant secretary for African Affairs
under President George H.W. Bush.




4




RogerD.Friedberger was
appointed to the Board of Directors in June 2008.  Since November
2008, Mr. Friedberger has been the Chief Financial Officer of Encore Power
Development, LLC, a wind energy services company, and from March 2008 to October
2009 the Chief Financial Officer of GrowthForce LLC, an accounting services
firm.  From June 2009 he has been serving as a Director of
NutshellMail a social networking email infrastructure
company.  Previously from 1996 to 2004 he was the Chief Financial
Officer of ILOG S.A (NASDAQ: ILOG), and from October 2005 to December 2006 he
was the Chief Financial Officer of SPL WorldGroup which was acquired by Oracle
in November 2006.  He also has served from April 2005to September 2005 as the
interim Chief Financial Officer of Insignia Solutions, which company he helped
to take public as Chief Financial Officer on NASDAQ in 1995.  From
March 2007 to November 2007 he was the Chief Financial Officer of Realm Business
Solutions and from January 2004 to September 2005 he served as the Chief
Financial Officer of MailFrontier, both private venture capital backed
companies.  He has a Bachelor of Commerce degree (Accounting) from the
University of Leeds, England (1972).  Mr. Friedberger qualified as a
California CPA in 1977 and as a Chartered Accountant in England and Wales in
1975.




Lord David
Owen was appointed to the Board of Directors in September
2009.  Since 2002, Lord Owen has been the non-executive chairman of
Europe Steel, Ltd., and since 1996, the non-executive director of US Healthcare,
Abbott Laboratories, Inc. (NYSE: ABT).  He was also the chairman
of YUKOS International U.K. B.V., part of the former Russian oil company, YUKOS,
from 2002 until 2005. Prior to that, he was Executive Chairman of Global Natural
Energy Ltd, a metals trading company with interests in gasoline stations in the
United Kingdom.  Lord Owen was also a member of the advisory board of Terra
Firma Capital Partners from 2004 until 2008.  He is a former member of
the British Parliament.  In his last position with the British government,
Lord Owen was named Secretary of State for Foreign and Commonwealth Affairs from
1977 to 1979.  During that time he was heavily involved in diplomatic
activity in both South and West Africa.  Lord Owen was the opposition Labor
Party spokesman on Energy from 1979 until 1981.  He co-founded the British
Social Democratic Party in 1981 and served as its leader from 1983 until
1990.




Pasquale
Scaturro was appointed to the Board of Directors in July2009.  He has
been the owner of Exploration Specialists Inc. since 1992.  At
Exploration Specialists Inc., Mr. Scaturro specializes in all facets of project
development, organization and management in international and domestic oil and
gas exploration and development.  In addition to his role at
Exploration Specialists Inc., Mr. Scaturro also serves as a geophysicist and
geologist at Knowledge-Reservoir, LLC.  Mr. Scaturro has also served
as the Chief Geophysicist at Tricon Geophysics from 1994 to 2002 and was the
President of Z-Byte Data Services, Inc. from 1988 to 1992.




Executive
officers




Jason D.
Davis, 37,
became our Chief Financial Officer, Principal Accounting Officer and Corporate
Secretary in July2009.  Mr.
Davis is a licensed certified public accountant and has served in various
financial positions for several companies including the Assistant Controller at
Isolagen, Inc (AMEX: ILE) from March 2004 to August 2005, the Manager of SEC
Reporting at Texas Genco, LLC from August 2005 to June 2006, and the Controller
at Particle Drilling Technologies, Inc. (PDRT.PK) from June 2006 to June
2009.  Mr. Davis also served as the interim Chief Financial Officer
for Particle Drilling Technologies, Inc. from January 2009 to June
2009.  Mr. Davis was an accountant with Deloitte & Touche after
obtaining his BBA in Accountancy and Taxation from the University of Houston in
1997 until 2003.




Harry J.
Briers,46, was elected as Vice
President of Operations for Hyperdynamics Corporation in 1999.  He
became our Executive Vice President in October 2002.  He was a
Director from 2000 until 2009.  He began as our Director of Integrated
Information Systems when he joined us in May 1998.  From 1988 until
May 1998, Mr. Briers owned and operated Perfect Solutions, a software consulting
firm in Houston, Texas.  He has extensive experience in the sale and
implementation of mission critical software applications.  Prior work
experience included consulting for Ernst & Young in its Entrepreneurial
Services Group.  Mr. Briers has a B.S. in Accounting and an MBA from
the University of Houston-Clear Lake.  As Executive Vice President, he
is responsible for managing the daily operations of the organization.
 Mr. Briers holds no other directorships.




5




Shareholder
Communications




The Board
has not adopted formal policies with regard to shareholder communications with
individual Board members, nor have we adopted procedures whereby shareholders
may make recommendations for nominations for director.




Board
Meetings During Fiscal Year 2009




The Board
of Directors held meetings on 11 occasions during the fiscal year ended June 30,
2009.  The Board of Directors also took action by written consent on 12
occasions during the fiscal year ended June 30, 2009.  No incumbent
director missed more than 75% of the meetings of the Board in the past
year.




Board
Committees




Committee
Assignments




On
October 12, 2009, the Board approved the reassignment of certain directors to
various Board committees.  The table below reflects the new
composition of the committees of the Board.




Name
      of Director
            
            Audit
              Committee
            
            Compensation
              Committee
            
            Nomination
              Committee
            
            Government
              Relations
      CommitteeRobert
      A. Solberg*
            
            Member
            
            Chairman
            
            ChairmanRoger
      D. Friedberger
            
            Chairman
            
            MemberCharles
      H. Andrews
            
            Member
            
            MemberPasquale
      V. Scaturro
            
            
            
            
            
            
            
            MemberHerman
      Cohen
            
            
            
            
            
            Member
            
            ChairmanHon.
      Lord David Owen
            
            
            
            
            
            Member
            
            Member





*
Chairman of the Board.




The
audit committee of the Company reviews the adequacy of systems and procedures
for preparing the financial statements and the suitability of internal financial
controls.  The audit committee also reviews and approves the scope and
performance of the Company’s independent registered public accounting
firm.  As of June 30, 2009, the members of our Audit Committee
consisted of Messrs. Andrews, Stohler and Friedberger.  As of the
date of this Form 10-K/A, our Audit Committee members are
Messers. Andrews, Solberg and Friedberger.  All
committee members are independent.  Mr. Friedberger is the chairman of
the Audit Committee and financial expert based on his experience as a chief
financial officer at public companies.  The Audit Committee has a written
charter, which was included in our proxy statement filed on March 3,
2009.  The audit committee reviews and assesses the adequacy of the
Audit Committee charter annually.  During the year ended June 30, 2009, the
Audit Committee met seven times.




As of
June 30, 2009, the members of our Nomination Committee consisted of
Messrs. Andrews and Stohler.  As of the date of this Form 10-K/A,
our Compensation Committee members are Messrs. Solberg, Friedberger
and Andrews.  Mr. Solberg is the chairman of the Compensation
Committee.  All committee members are independent.  During the
year ended June 30, 2009, the Compensation Committee met six
times.  The Compensation Committee has a written charter, which was
included in our proxy statement filed on March 3, 2009.




As of
June 30, 2009, the members of our Nomination Committee consisted of
Messrs. Andrews, Stohler and Friedberger.  As of the date of this
Form 10-K/A, our Nomination Committee members are Messrs. Solberg, Cohen
and Owen. Mr. Solberg is the chairman of the Nomination
Committee.  All committee members are independent. During the
year ended June 30, 2009, the Nomination Committee met three
times.  The Nomination Committee does not have a
charter.




Our
Government Relations Committee was formed in 2009 and its members are Messrs.
Scaturro, Cohen, and Owen.  All committee members are
independent.  Mr. Cohen is the chairman of the Government
Relations Committee.  During the year ended June 30, 2009, the
Governmental Relations Committee did not meet.  The Governmental
Relations Committee does not have a charter.




6




Audit
Committee Report




The Audit
Committee has reviewed and discussed the audited financial statements with
management. The Audit Committee has discussed with the independent auditors
the matters required to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU § 380), as may be modified or supplemented. The
Audit Committee has received the written disclosures and the letter from the
independent accountants required by the applicable requirements of the Public
Company Accounting Oversight Board regarding the independent accountant’s
communications with the Audit Committee concerning independence, as may be
modified or supplemented, and has discussed with the independent accountant the
independent accountant's independence. Based on the review and discussions,
the Audit Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K for
the fiscal year ended June 30, 2009 filed on September 30, 2009.




Members
of the Audit Committee:




/s/
Charles H. Andrews


/s/
Robert A. Solberg


/s/
Roger D. Friedberger




Section
16(A) Beneficial Ownership Reporting compliance




Section
16(a) of the Securities Exchange Act requires our executive officers and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings.  Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended June 30, 2009, all filing requirements
applicable to its officers, directors and greater than 10% beneficial owners
were complied with except for the following late filings:  (a) Mr.
Friedberger was late filing a Form 4 with respect to one transaction, which was
subsequently reported on a Form 4, (b) Mr. Poling was late filing a Form 4 with
respect to one transaction, which was subsequently reported on a Form 4,
and (c) Mr. Spear was late filing a Form 4 with respect to one transaction,
which was subsequently reported on a Form 4.




Code
of Ethics




We have
adopted a Code of Ethics that applies to principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions, which was filed on Form 10-KSB/A on May 16, 2005.
 We will provide without charge a copy of our Code of Ethics upon request.
 Such request should be directed in writing to: Jason Davis, CFO,
Hyperdynamics Corporation, One Sugar Creek Center Blvd., #125, Sugar Land, Texas
77478, voice: (713) 353-9400, fax: (713) 353-9421.  Our Web site
is www.hyperdynamics.com.




Item
      11.
            Executive
      Compensation.




Compensation
Discussion and Analysis




Our
compensation discussion and analysis for the fiscal year ended June 30, 2009
discusses the compensation for our Named Executive Officers (“NEO’s”) who are
reflected in the Summary Compensation Table below and consist of our Chief
Executive Officer, Chief Financial Officer, and our other executive
officer.  In this compensation discussion and analysis, the terms “we”
and “our” refer to Hyperdynamics Corporation, and not the Compensation
Committee.




7




Compensation
Objectives and Elements




What
are the objectives of our executive officer compensation program?




The
objectives of the Compensation Committee of the Board of Directors in
determining executive compensation are to (1) attract and retain key individuals
who are important to the continued success of Hyperdynamics, and (2) provide
strong financial incentives, at reasonable cost to the shareholders, for senior
management to enhance the value of the shareholders’ investment.




What
is our executive officer compensation program designed to reward?




Our
compensation program is designed to reward individuals for the achievement of
our business goals and to foster continuity of management by encouraging key
individuals to maintain long-term careers with Hyperdynamics.




What
are the elements of our executive officer compensation program and why do we
provide each element?




The
elements of compensation that the Compensation Committee uses to accomplish
these objectives include base salaries, bonus, and long term incentives in the
form of stock and stock options.  We also provide perquisites to certain
executives and health and insurance to all employees. The elements of
compensation that we offer help us to attract and retain our officers. The
specific purpose of each element is outlined below.




Base
Salaries




We
provide fixed annual base salaries as consideration for each individual’s
performance of his or her job duties. Salaries are set based on level of
responsibility, skills, knowledge, experience, and contribution to
Hyperdynamics’ business.




Bonus




Bonus
may be awarded as part of annual salary and it is a component of variable
compensation.  Bonuses have not been awarded in any year
presented. The employment agreement for Kent Watts (former CEO,
President and Director), provided for a bonus formula of 1% of net income per
year.  Harry Briers is eligible to receive performance bonuses under
the terms of his employment agreement as determined by the Board of Directors
and CEO.




Long-term
Incentives




We
provide long-term incentives in the form of stock and stock options; customarily
stock options.  Long-term incentives are a component of variable
compensation because the amount of income ultimately earned is dependent upon
and varies with Hyperdynamics’ common stock price over the term of the
option. The stock option awards tie a portion of executive compensation to
the stock price and accordingly the financial results of the
company. Hyperdynamics does not use a formula to determine stock and stock
option awards to executives.  Stock option awards are not designed to
be tied to yearly results. Hyperdynamics views stock option awards as a
means to encourage equity ownership by executives and thus to generally align
the interests of the executives with the shareholders.




Hyperdynamics’
Stock and Stock Option Plan (the “Plan”) authorizes the Compensation Committee
to grant stock options, restricted stock, and stock registered under a Form S-8
registration statement to officers and other key employees.  The
Compensation Committee implements this authority by awarding stock options
designed to align the interests of all senior executives to those of
shareholders. This is accomplished by awarding stock options, which rise in
value based upon the market price rise of Hyperdynamics’ common stock, on a
systematic basis.




Hyperdynamics
also has a Restricted Stock Award Plan, under which it can award stock options,
warrants, and restricted stock to employees, consultants, and vendors.  The
Compensation Committee implements this authority by awarding stock options
designed to align the interests of all senior executives to those of
shareholders.




8




We report
the estimated fair value of our stock option grants, as determined for
accounting purposes in accordance with SFAS 123R, using the Black-Scholes option
pricing model, in the Summary Compensation Table and the Grants of Plan-Based
Awards table. The amount reflected for accounting purposes does not reflect
whether the executive has or will realize a financial benefit from the
awards. Because stock option awards are made at a price equal to or above
the market price on the date of grant, stock options have no intrinsic value at
the time of grant. We believe the potential appreciation of the option
awards over the stock price provide motivation to executives.




Perquisites




Perquisites
are determined on a case-by-case basis and currently include the
following:




In
accordance with his negotiated employment agreement, Harry Briers is provided a
company car.  Kent Watts (former CEO, President and
Director) was provided a company car pursuant to his employment agreement
that terminated on July 1, 2009 pursuant to its terms.




Mr. Watts’
employment package during fiscal year 2009 also provided for Hyperdynamics to
pay for a country club membership for him. Hyperdynamics did not pay for
this perquisite prior to July 1, 2008.




How
do we determine the amount for each element of executive officer
compensation?




Our
policy is to provide compensation packages that are competitively reasonable and
appropriate for our business needs. We consider such factors as competitive
compensation packages as negotiated with our officers; evaluations of the CEO
and other executive officers; achievement of performance goals and milestones as
additional motivation for certain executives; officers’ ability to work in
relationships that foster teamwork among our executive officers; officers’
individual skills and expertise, and labor market conditions. We do not, at
this time, engage a third-party compensation consultant.




During
the fiscal years ended June 30, 2007, 2008, and 2009, total executive
compensation consists of base salary and option awards. Generally, the
option awards for executive are a quarterly award for a certain number of
shares, as negotiated in the executive’s contract, with an exercise price based
on the market price on the grant date. Because of the simplicity of the
compensation package, there is very little interaction between decisions about
the individual elements of compensation.




Hyperdynamics’
Compensation Committee, in August 2006, negotiated a new employment agreement
with Hyperdynamics’ Kent Watts (former CEO, President and
Director). The Compensation Committee researched the compensation
packages of CEO’s of companies with a similar market capitalization as a
starting point for its deliberations and concluded that a base salary at
$250,000 per year was adequate compensation for Mr. Watts (former CEO,
President and Director). The base salaries of other named executives are
recommended by the CEO. They are determined based on a qualitative
assessment of the individual’s level of responsibility, skills, knowledge,
experience, and contribution to Hyperdynamics’ business. Each individual’s
salary as a proportion of CEO pay reflects this assessment.




Options
to purchase a predetermined number of shares of common stock at fair market
value vest on a quarterly basis. The number of options per quarter for the
CEO was determined by the Compensation Committee. The number of options per
quarter for the CEO’s subordinate officers are recommended by the CEO and are
based upon a qualitative assessment of the individual’s level of responsibility,
skills, knowledge, experience, and contribution to Hyperdynamics’
business. Also, certain executives have unvested stock option awards whose
vesting is contingent upon the satisfaction of performance
conditions.




9




The
following table reflects each named officer’s base salary and option package as
of June 30, 2009:




Base
      salary
            
            
            %
      of CEO amount
            
            
            Options
      per quarter
            
            
            %
      of CEO amountKent P. Watts
      (former CEO, President and Director)
            
            $
            250,000
            
            
            
            100
            %
            
            
            40,000
            
            
            
            100
            %Harry James
      Briers, EVP
            
            
            190,000
            
            
            
            76
            %
            
            
            25,000
            
            
            
            63
            %Sarah Berel-Harrop
      (former CFO)
            
            
            175,000
            
            
            
            70
            %
            
            
            20,000
            
            
            
            50
            %





As
more fully described below in “Agreements with Executives and Officers,” in July
2009, subsequent to the year ended June 30, 2009, the Compensation Committee
approved employment agreements with Ray Leonard, our current CEO and
President, and Jason Davis, our current CFO.  As described in the
Current Report on Form 8-K with the Securities and Exchange Commission on
October 16, 2009, on October 12, 2009, subsequent to the fiscal year ended June
30, 2009, the Board of Directors approved an amendment to Mr. Davis’ employment
agreement, our current CFO, that modified the quarterly option grant provisions
under his employment agreement.  Instead of making future quarterly
option grants (following October 2009), the Board of Directors decided to grant
Mr. Davis an option to purchase 161,000 shares of common stock.  The
grant was made pursuant to the Plan.  Mr. Davis’ option has an
exercise price of $1.61, which was the closing price of our common stock on
October 9, 2009 or the trading date immediately preceding the date of grant, a
term for five years from the date of grant, and will vest 33% on anniversary
date during each of the three years following the grant date.




Administration
of Executive Compensation




The
Compensation Committee reviews and approves corporate goals and objectives
relevant to compensation of the CEO, evaluates the CEO’s performance and sets
his compensation.  The Compensation Committee also reviews the CEO’s
recommendations for and sets the salaries of other key officers.




CEO
involvement in compensation decisions




The
CEO makes recommendations to the Compensation Committee concerning the
employment packages of all subordinate officers.  Neither the CEO nor any
other company officer or employee attends periodic executive sessions of the
Compensation Committee.




How
compensation or amounts realizable from prior compensation are
considered




The
amount of past compensation generally does not affect current year
considerations because bonuses and long term incentives are awarded for each
individual fiscal year’s job performance and because stock awards are consistent
from year to year.




Tax
considerations




The
company’s compensation plans are designed generally to ensure full tax
deductibility of compensation paid under the plans.  This includes
compliance with Section 162(m) of the Internal Revenue Code, which limits the
company’s tax deduction for an executive’s compensation to $1 million unless
certain conditions are met.  For fiscal year ended June 30, 2009 the full
amount of all compensation provided to all executives was tax deductible to the
company.




10




Timing,
grant date, and exercise price for stock option awards




Our
policy is to award stock options quarterly on the same day of the quarter,
either the last day of the quarter or the first day of the quarter, for each
awardee. The number of shares per quarter is awarded is determined at the
time the employment agreement with the executive is negotiated. Stock
option exercise prices are the closing price on the date of grant. We also
have made certain awards based on the completion of performance
criteria.




Analysis
of variations in individual NEO’s compensation




Each
NEO’s compensation is detailed in the Compensation Tables. Each NEO’s
contract is described under the caption Agreements with Executives and
Officers. Factors to consider when reviewing the tables
follow:




The
Compensation Committee considered and approved a contract for
Mr. Kent Watts (former CEO, President and Director) in August
2006. Mr. Watt’s base salary had not changed since 1999 and was
adjusted to reflect current conditions; accordingly, his salary increased by
approximately $150,000 per year. Additionally, beginning in the year ended
June 30, 2007, Mr. Watts received a company car and options to
purchase 40,000 shares of common stock each quarter.  This contract
terminated on July 1, 2009 pursuant to its terms.




The
Compensation Committee considered and approved a new contract for
Mr. Harry Briers in October 2006.  In the years ended June
30, 2007, June 30, 2008 and June 30, 2009, Mr. Briers was provided
with a company car, the cost of which is included in the Summary Compensation
Table.




Employment
Agreements with Current CEO and CFO




As
more fully described below in “Agreements with Executives and Officers,” in July
2009, the Compensation Committee approved employment agreements with
Ray Leonard, our current CEO and President, and Jason Davis, our
current CFO.




COMPENSATION
TABLES




The
following tables show salaries, bonuses, incentive awards, retirement benefits
and other compensation relating to fiscal year ended June 30, 2009 for the Chief
Executive Officer, Chief Financial Officer, and our other executive
officer. Columns for which there was no compensation have been
omitted.




SUMMARY
COMPENSATION TABLE




Fiscal
Year end June 30, 2009


Name
      &Principal Position
            Year
            
            Salary
            
            
            Stock
      Awards
            
            
            Option
      Awards
            
            
            All
      Other Compensation
            
            
            Total(a)
            (b)
            
            ($)
      (c)
            
            
            ($)
      (e) (3)
            
            
            ($)
      (f) (3)
            
            
            ($)
      (i) (4)
            
            
            ($)
      (j)Kent Watts
      (former Chairman, President, CEO) (1)
            2009
            
            
            250,000
            
            
            
            -
            
            
            
            44,482
            
            
            
            -
            
            
            
            294,4822008
            
            
            250,000
            
            
            
            -
            
            
            
            140,158
            
            
            
            17,148
            
            
            
            407,306Harry
      Briers, Executive Vice President
            2009
            
            
            190,000
            
            
            
            -
            
            
            
            27,801
            
            
            
            -
            
            
            
            217,8012008
            
            
            190,000
            
            
            
            -
            
            
            
            87,600
            
            
            
            13,458
            
            
            
            291,058Sarah Berel-Harrop
      (former CFO)(2)
            2009
            
            
            50,000
            
            
            
            85,890
            
            
            
            22,240
            
            
            
            -
            
            
            
            158,1302008
            
            
            83,474
            
            
            
            -
            
            
            
            72,300
            
            
            
            -
            
            
            
            155,774





(1)
            Kent
      Watts resigned as our CEO and President on July 22, 2009, subsequent to
      the end of fiscal year 2009.


(2)
            Sarah
      Berel-Harrop resigned as CFO of the Company effective as of June 30,
      2009.


(3)
            Columns
      (e) and (f): Effective July 1, 2005, the company adopted Statement of
      Financial Accounting Standards No. 123R,Share-Based
      Payment  (FAS No. 123R), which requires the company to
      recognize compensation expense for stock options and other stock-related
      awards granted to employees and directors based on the estimated fair
      value of the equity awards at the time of grant.  The assumptions
      used to determine the valuation of the awards are discussed in note 11 to
      the Consolidated Financial Statements.  The amounts shown in these
      columns are the dollar amounts recognized by the company for financial
      statement reporting purposes with respect to fiscal years 2006, 2007, and
      2008 for each named executive in accordance with FAS 123R.  Such
      amounts do not correspond to the actual value that will be recognized by
      the named executives.


(4)
            Column
      (i): Payments made on a company leased vehicle for the
      executive.




As
more fully described below in “Agreements with Executives and Officers,” in July
2009, the Compensation Committee approved employment agreements with
Ray Leonard, our current CEO and President, and Jason Davis, our
current CFO.




11




Bonuses
and Stock Awards




The
following tables show cash and stock awards made to the named executives in
fiscal year 2009, their outstanding equity awards at the end of fiscal year
2009, and the gains attributable to stock options they exercised during fiscal
year 2009.




GRANTS
OF PLAN-BASED AWARDS IN FISCAL YEAR 2009


Under
      Non-Equity Incentive Plan AwardsAll
      Other Option Awards:Name
            Action
      Date
            Grant Date
      (3)
            
            Threshold
            
            
            Target
            
            
            Maximum
            
            
            Number
      of Securities Underlying Options
            
            
            Exercise
      or Base Price of Option Awards
            
            
            Grant Date
      Fair Value Awards of Stock & Options(a)
            (b)
            (b)
            
            ($)
      (c)
            
            
            ($)
      (d)
            
            
            ($)
      (e)
            
            
            (#)(f)
            
            
            ($/Share)
      (g)
            
            
            ($)
      (h)Kent P. Watts
      (1)
            08/10/06
            07/01/08
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            40,000
            
            
            $
            2.00
            
            
            $
            24,565Kent P. Watts
      (1)
            08/10/06
            10/01/08
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            40,000
            
            
            
            2.00
            
            
            
            11,759Kent P. Watts
      (1)
            08/10/06
            1/02/09
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            40,000
            
            
            
            2.00
            
            
            
            1,995Kent P. Watts
      (1)
            08/10/06
            04/01/09
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            40,000
            
            
            
            0.31
            
            
            
            6,163Harry
      Briers
            10/07/06
            07/01/08
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            25,000
            
            
            
            2.00
            
            
            
            15,353Harry
      Briers
            10/07/06
            10/01/08
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            25,000
            
            
            
            2.00
            
            
            
            7,349Harry
      Briers
            10/07/06
            01/02/09
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            25,000
            
            
            
            2.00
            
            
            
            1,247Harry
      Briers
            10/07/06
            04/01/09
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            25,000
            
            
            
            0.31
            
            
            
            3,852Sarah Berel-Harrop
      (2)
            07/09/07
            07/01/08
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            20,000
            
            
            
            2.00
            
            
            
            12,283Sarah Berel-Harrop
      (2)
            07/09/07
            10/01/08
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            20,000
            
            
            
            2.00
            
            
            
            5,879Sarah Berel-Harrop
      (2)
            07/09/07
            01/02/09
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            20,000
            
            
            
            2.00
            
            
            
            997Sarah Berel-Harrop
      (2)
            07/09/07
            04/01/09
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            20,000
            
            
            
            0.31
            
            
            
            3,081





(1)
            Former
      CEO, President and Director.


(2)
            Former
      CFO.


(3)
            Column
      (b): For option awards, the Action Date is the day the Compensation
      Committee approved the executives’ employment agreement.  The
      contracts specify that the options will be granted on the first business
      day of each quarter.  Columns (f) thru (h): Each named executive
      received stock options in accordance with his employment
      agreements’ provisions.  The exercise price was the greater
      of $2.00 per share or the closing bid price on the date of grant, for
      Mr. Briers and Mr. Watts.  The exercise price was the
      closing bid price on the date of grant for all other
      recipients.




As
described in the Current Report on Form 8-K with the Securities and Exchange
Commission on October 16, 2009, on October 12, 2009, the Board of Directors
approved an amendment to Mr. Davis’ employment agreement, our current CFO, that
modified the quarterly option grant provisions under his employment
agreement.  Instead of making future quarterly option grants
(following October 2009), the Board of Directors elected to grant Mr. Davis an
option to purchase 161,000 shares of common stock.  The grant was made
pursuant to the Plan.  Mr. Davis’ option has an exercise price of
$1.61, which was the closing price of our common stock on October 9, 2009 or the
trading date immediately preceding the date of grant, a term for five years from
the date of grant, and will vest 33% on anniversary date during each of the
three years following the grant date.




12




OUTSTANDING
EQUITY AWARDS AT 2009 FISCAL YEAR-END




Name
              
              No.
      of Securities Underlying Unexercised Options
    Exercisable
              
              
              No.
      of Securities Underlying Unexercised Options
    Unexercisable
              
              
              Option
      Exercise Price
              
              Option
      Expiration Date
              
              No.
      of Shares or Units of Stock That Have Not Vested
              
              
              Market
      Value of Shares or Units of Stock That Have Not Vested(a)
              
              (#)(b)
      (3)
              
              
              (#)(c)
              
              
              ($/Share)
      (d)
              
              (e)
              
              (#)(f)
              
              
              ($)(g)Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              $
              2.20
              
              08/14/09Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.74
              
              10/02/09Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.23
              
              01/03/10Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.00
              
              04/03/10Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              
              3.01
              
              07/02/10Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.84
              
              10/01/10Kent
      P Watts (1)
              
              
              30,000
              
              
              
              
              
              
              
              2.00
              
              1/02/11Kent
      P Watts (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.00
              
              4/01/11Kent P. Watts
      (1)
              
              
              40,000
              
              
              
              
              
              
              2.00
              
              07/01/11Kent P. Watts
      (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.00
              
              10/01/12Kent P. Watts
      (1)
              
              
              40,000
              
              
              
              
              
              
              
              2.00
              
              01/02/12Kent P. Watts
      (1)
              
              
              40,000
              
              
              
              
              
              
              
              0.31
              
              04/01/12Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.88
              
              10/09/09Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.23
              
              01/03/10Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.00
              
              04/03/10Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              3.01
              
              07/02/10Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.84
              
              10/01/10Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.00
              
              1/02/11Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.00
              
              4/01/11Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.00
              
              7/01/11Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.00
              
              10/01/11Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              2.00
              
              1/02/12Harry
      Briers
              
              
              25,000
              
              
              
              
              
              
              
              0.31
              
              04/01/12Sarah
      Berel-Harrop (2)
              
              
              22,000
              
              
              
              
              
              
              
              2.15
              
              07/07/09Sarah
      Berel-Harrop (2)
              
              
              50,000
              
              
              
              
              
              
              
              2.80
              
              07/09/10Sarah
      Berel-Harrop (2)
              
              
              20,000
              
              
              
              
              
              
              
              2.00
              
              07/01/11Sarah
      Berel-Harrop (2)
              
              
              20,000
              
              
              
              
              
              
              
              2.00
              
              10/1/11Sarah
      Berel-Harrop (2)
              
              
              20,000
              
              
              
              
              
              
              
              2.00
              
              01/02/12Sarah
      Berel-Harrop (2)
              
              
              20,000
              
              
              
              
              
              
              
              0.31
              
              04/01/12


(1)
            Former
      CEO, President and Director.


(2)
            Former
      CFO.


(3)
            Column
      (b): options were granted three years prior to the expiration date and
      vested immediately.


(4)
            Options
      vest upon satisfaction of performance conditions.  They will expire
      three years from the vesting date.




13






OPTION
EXERCISES AND STOCK VESTED DURING FISCAL YEAR 2009




Name
            
            No.
      of Shares Acquired on Exercise
            
            
            Value
      Realized on Exercise
            
            
            No.
      of Shares Acquired on Vesting
            
            
            Value
      Realized on Vesting(a)
            
            (#)
            
            
            ($)
            
            
            (#)
            
            
            ($)Kent P Watts
      (former Director)
            
            
            -
            
            
            $
            -Harry
      Briers
            
            
            -
            
            
            
            -





No
options were exercised during fiscal year 2009.




Agreements
with Executives and Officers




The
employment agreement with Kent Watts (former Director) terminated on July
1, 2009 pursuant to its terms.  On August 10, 2006, our
Compensation Committee approved a Chief Executive Employment Agreement for
Kent Watts (former Director).  The contract has an initial term of
three years.  The contract provides for a base salary of $250,000 annually
with a performance based incentive salary based on 1% of adjusted net income.
 Mr. Watts (former Director) also will receive 40,000 options to
purchase Hyperdynamics common stock each quarter during the term of the
agreement.  Option exercise prices are the higher of the closing market
price on the grant date or $2.00 per share, the options vest immediately upon
grant, and they have a term of three years.  Mr. Watts (former
Director) has a severance agreement.  Under the terms of the severance
agreement, Mr. Watts (former Director) will receive his base salary and
health insurance costs for two years from the date of termination by
Hyperdynamics for a reason other than cause, death, or disability.
 Additionally, in the event there is a “Good Reason”, such as a change of
control or a requirement to relocate, Mr. Watts (former Director) may
terminate the contract and receive severance benefits for two years from the
date of termination.




On
October 7, 2006, our Compensation Committee approved an Executive Vice President
Employment Agreement for Harry Briers.  The contract has an initial term of
two years and has been automatically renewed for subsequent years pursuant to
its terms.The contract provides
for a base salary of $190,000 annually.  Mr. Briers also will receive
25,000 options to purchase Hyperdynamics common stock each quarter during the
term of the agreement.  Option exercise prices are the higher of the
closing market price on the grant date or $2.00 per share, the options vest
immediately upon grant, and they have a term of three years.
 Mr. Briers has a severance agreement.  Under the terms of
the severance agreement, Mr. Briers will receive his base salary costs for
one year from the date of termination by Hyperdynamics for a reason other than
cause, death, or disability.  Additionally, in the event there is a
“Good Reason”, such as a change of control or a requirement to relocate,
Mr. Briers may terminate the contract and receive severance benefits for
one year from the date of termination as more fully described in “Severance and
Change of Control Agreements” below.




Agreements
with Executives and Officers Entered Into Subsequent to Fiscal Year
2009




Jason
Davis, our current Chief Financial Officer, entered into an employment agreement
effective as of July 1, 2009.  This agreement has a two-year term that
is automatically extended for successive one-year periods following the end of
the initial two-year term unless otherwise terminated by delivery of written
notice by either party no less than two months prior to the first day of any
one-year extension period.  The agreement provides that Mr. Davis will
serve as our Chief Financial Officer and Principal Accounting
Officer.  Under the terms of the agreement, Mr. Davis will receive an
annual base salary of $185,000, which may be further increased at the sole
discretion of the Compensation Committee.  Mr. Davis’ salary will be
paid $92,500 per year in cash plus $92,500 payable in common stock under a
10b5-1 plan.  The Company may at any time option to pay all base
salary in cash.  Mr. Davis is also eligible to receive performance
bonus(es) as determined and agreed to from time to time by the Chief Executive
Officer and the Board of Directors.  Mr. Davis will also be eligible
to participate, in the sole discretion of the Compensation Committee, in any
long-term incentive arrangements we make available to our executive officers
from time to time.  In connection with his hiring, we granted Mr.
Davis an option to purchase 45,000 shares of our common stock at an exercise
price of $0.42 which immediately vested and expire three years after
issuance.  Under his employment agreement, Mr. Davis was eligible to
received quarterly option grant to purchase 23,000 shares of our common
stock.  On October 12, 2009, subsequent to the fiscal year ended June
30, 2009, the Board of Directors approved an amendment to Mr. Davis’ employment
agreement that modified the foregoing quarterly option grant provisions under
his employment agreement.  Instead of making future quarterly option
grants (following October 2009), the Board of Directors elected to grant Mr.
Davis an option to purchase 160,000 shares of common stock.  The grant
was made pursuant to the Plan.  The option has an exercise price of
$1.61, which was the closing price of our common stock on October 9, 2009 or the
trading date immediately preceding the date of grant, a term for five years from
the date of grant, and will vest 33% on anniversary date during each of the
three years following the grant date.  Finally, Mr. Davis will receive
certain perquisites, including reimbursement in accordance with our standard
policies and procedures of business and business-related business expenses and
dues and fees to industry and professional organizations, two weeks of paid
vacation each calendar year, and participation by Mr. Davis and his spouse and
dependents in all benefits, plans and programs available to our executive
employees.




14




We
entered into an employment agreement with Ray Leonard, our current CEO,
President and Director effective as of July 22, 2009.  This agreement
has a three-year term that is automatically extended for successive one-year
periods following the end of the initial two-year term unless otherwise
terminated by delivery of written notice by either party no less than two months
prior to the first day of any one-year extension period.  The
agreement provides that Mr. Leonard will serve as our President and Chief
Executive Officer.  Under the terms of the agreement, the base salary
on the effective date of the employment agreement shall be
$180,000.  At the time that a net cash to the Company aggregate of
$10,000,000 in new cash equity capital is raised beginning from the date first
written above, Mr. Leonard’s base salary will increase to
$330,000.  The base salary is subject to annual adjustments beginning
in July 2010, at the discretion of the Board, but in no event shall the Company
pay Mr. Leonard a base salary less than that set forth above, or any increased
base salary later in effect, without the consent of Mr. Leonard.




In
connection with his hiring in July 2009, we granted Mr. Leonard an option to
purchase 500,000 shares of our common stock at an exercise price of $0.49 which
immediately vested.  Mr. Leonard was also granted options to purchase
300,000 shares of our common stock at an exercise price of $0.49 that vests on a
monthly basis over five years.  Both of these options will expire five
years after issuance.  In addition to the foregoing equity award
grants discussed above, under his employment agreement, we will annually award
Mr. Leonard additional grants based on achieving longer term performance metrics
that will be developed by Mr. Leonard and reviewed and approved by the Board
and/or the Compensation Committee as further discussed below.




A stock
option award will be made for the following three cumulative net cash to the
Company equity capital money raising transactions beginning from the date first
written above:




When $10
million cumulative is raised, the award is 210,000 stock options.




When $20
million cumulative is raised, the award is 390,000 stock options.




When $30
million cumulative is raised, the award is 600,000 stock options.




All
awards vest 1/36 per month over a three-year period from the trigger
event.  The Performance Option-Grant Awards options shall have a five
year life, and the exercise price shall be $0.49.




A stock
option incentive will be made based on achieving the following share price
thresholds:




$2.00/share
            90,000
      stock options$3.00/share
            210,000
      stock options$5.00/share
            600,000
      stock options$9.00/share
            1,200,000
      stock options





All
awards vest 1/36 per month over a three-year period from the trigger
event.  The Performance Option-Grant Awards options shall have a five
year life, and the exercise price shall be $0.49.  For awards related
to the $2.00 and $3.00 share price, the stock option is earned if the closing
price of the shares trade at or above the target price for 15 consecutive
trading days.  For awards related to the $5.00 and $9.00 share price,
the stock option is earned if the closing price of the shares trade at or above
the target price for 5 consecutive trading days.




15




Beginning
with the effective date of the employee agreement, and on an annual basis, Mr.
Leonard will participate in any incentive compensation plan (“ICP”) applicable
to Mr. Leonard’s position, as may be adopted by the Company from time to time
and in accordance with the terms of such plan(s).  Mr. Leonard’s
target award opportunity under the ICP will be 100% of his base salary with a
threshold of 50% and a 200% maximum, and shall be subject to such other terms,
conditions and restrictions as may be established by the Board or the
Compensation Committee.  Annually, Mr. Leonard will develop a proposed
set of current year performance metrics that are subject to review and approval
by the Board and/or the Compensation Committee.  Metrics are as
follows:




(i)           100%
when industry presentation package is completed; 1,000 square kilometers of 3D
is acquired; and a net cash to the Company an aggregate of $15,000,000 in new
cash equity capital is raised beginning from the date first written
above.




(ii)           200%
when all items above are achieved plus either a net cash to the Company an
aggregate of $25,000,000 of new cash equity capital is raised, or,  or
a joint venture agreement related to the Company’s 2006 Production Sharing
Agreement with the Republic of Guinea is executed.




Finally,
Mr. Leonard will receive certain perquisites, including reimbursement in
accordance with our standard policies and procedures of business and
business-related business expenses and dues and fees to industry and
professional organizations, two weeks of paid vacation each calendar year, and
participation by Mr. Leonard and his spouse and dependents in all benefits,
plans and programs available to our executive employees.




Severance
and Change of Control Agreements




Hyperdynamics
has a severance agreement with its Executive Vice President, Harry
Briers. Under the agreement, Mr. Briers will receive a severance
package if he resigns for “good reason” or if Hyperdynamics terminates him for a
reason other than Cause, Disability, or Death. “Good Reason” is defined as
a breach of the severance agreement, including an assignment of duties
inconsistent with Mr. Briers’ position in the company or a material adverse
alteration in the nature or status of his responsibilities, relocation outside
of the Houston metropolitan area, or a change in control of
Hyperdynamics.




Under the
severance package, Mr. Briers would receive his base salary, $190,000 per
year, for one year after the effective date of the event triggering the
severance package. The salary will be paid with the same timing that
employees of Hyperdynamics are paid, currently bi-weekly. Hyperdynamics may
opt to pay the severance payment in one lump sum.




Director
Compensation




The
following table describes compensation arrangements in effect for independent
directors during the year ended June 30, 2009.




Type
      of service
            
            Quarterly
      fee(1)
            
            
            Quarterly
      options(2)Board
      of Directors service
            
            $
            8,000
            
            
            
            N/AAudit
      Committee service
            
            $
            5,000
            
            
            
            7,500Compensation
      Committee service
            
            $
            2,500
            
            
            
            5,000Nomination
      Committee service
            
            $
            2,500
            
            
            
            2,500





(1)
            Fees
      are ordinarily payable with Hyperdynamics common
  stock.


(2)
            Options
      to purchase common stock vest on the first day of the quarter for each
      quarter at a price per share determined based on the market price of our
      common stock on that date.  The option term is two
      years.




16




DIRECTOR
COMPENSATION




Name
            
            Fees
      Earned or Paid in Cash
            
            
            Stock
      Awards
            
            
            Option
      Awards
            
            
            All
      Other Compensation
            
            
            Total($)
            
            
            ($)
            
            
            ($)
            
            
            ($)
            
            
            ($)Kent Watts
      (former CEO, President Director) (1)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Harry
      Briers (1)
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Gene Stohler
      (former Director)
            
            
            5,000
            
            
            
            67,000
            (2)
            
            
            18,989
            (2)
            
            
            -
            
            
            
            90,989Charles H. Andrews
            
            
            28,000
            
            
            
            35,209
            (3)
            
            
            11,713
            (3)
            
            
            -
            
            
            
            74,922Roger Friedberger
            
            
            20,000
            
            
            
            32,877
            (4)
            
            
            9,495
            (4)
            
            
            -
            
            
            
            62,372Harold A. Poling
      (former Director)
            
            
            2,500
            
            
            
            41,583
            (5)
            
            
            14,553
            (5)
            
            
            -
            
            
            
            58,636




(1)
                              We
      do not provide additional compensation to employees that also serve as
      directors for their service on the Board of Directors.  All
      compensation paid to Messrs. Watts and Briers is reflected above in the
      Summary Compensation Table. As
      of June 30, 2009, Mr. Watts held 2,780,224 shares of common stock and
      options to purchase 1,240,000 shares of common stock, and Mr. Briers held
      1,923,336 shares of common stock and options to purchase 275,000 shares of
      common stock.(2)
                              During
      the year ended June 30, 2009, Mr. Stohler received 131,832 shares of
      common stock and five year
      options to purchase 60,000 shares of common stock.  The options
      vested immediately and have exercise prices of between $0.31 and $1.68
      based on the market value of the stock on the date of grant.  As
      of June 30, 2009,Mr. Stohler held 221,437 shares of common stock
      and options to purchase 165,000 shares of common
  stock.(3)
                              During
      the year ended June 30, 2009, Mr. Andrews received 65,508 shares
      of common stock and five year options to purchase 45,000 shares of common
      stock during the year ended June 30, 2009.  The options vested
      immediately and have exercise prices of between $0.31 and $1.68 based on
      the market value of the stock on the date of grant.  As of June
      30, 2009,Mr. Andrews held 84,523 shares of common stock and
      options to purchase 67,500 shares of common stock.(4)
                              During
      the year ended June 30, 2009, Mr. Friedberger received 61,691
      shares of common stock and five year options to purchase 30,000 shares of
      common stock during the year ended June 30, 2009.  The options
      vested immediately and have exercise prices of between $0.31 and $1.68
      based on the market value of the stock on the date of grant.  As
      of June 30, 2009,Mr. Friedberger held options to
      purchase 40,000 shares of common stock.(5)
                              During
      the year ended June 30, 2009, Mr. Poling received 60,793 shares
      of common stock and   five year options to purchase 30,000
      shares of common stock during the year ended June 30, 2009.  The
      options vested immediately and have exercise prices of between $1.13 and
      $1.68 based on the market value of the stock on the date of
      grant.  As of June 30, 2009,Mr. Polingheld 464,980 shares
      of common stock and options to purchase 120,000 shares of common
      stock.


In
connection with the commencement of Ray Leonard’s employment with us as our
Chief Executive Officer and President in July 2009, as more fully described
above in “Agreements with Executives and Officers,” on July 22, 2009, our Board
of Directors appointed Mr. Leonard to serve as a member of our Board of
Directors.  Mr. Leonard does not receive compensation for service on
our Board of Directors in addition to his compensation as Chief Executive
Officer and President.




On
October 12, 2009, the Board of Directors modified the structure by which we
compensate our independent directors for service as members of our
Board.  Each of our independent directors will be compensated for his
service on our Board of Directors under the structure below unless such director
has made a separate arrangement with the Company as is the case of Robert
Solberg and Lord David Owen, who joined our Board of Directors subsequent to
fiscal year 2009, as previously disclosed by the company in the Current Reports
on Form 8-K filed with the Securities and Exchange Commission on September 2,
2009 and October 2, 2009 respectively.  The new compensation arrangements
(except for Messrs. Solberg and Owen), which became effective October 1, 2009,
consist of the following:




·
            Cash
      compensation consisting of quarterly payments, as applicable, of: (i)
      $8,500 for services as a director, (ii) $5,000 for service as the chairman
      of a Board committee, (iii) $2,500 for service as a member of the Audit
      Committee or Government Relations Committee, and (iv) $1,500 for service
      as a member of the Compensation Committee or Nomination
      Committee.  The cash compensation may be paid in cash or stock
      at the election of the Company.





·
            An
      annual grant, pursuant to a stock incentive plan, of options to purchase
      shares of our common stock.  The options are to be granted on or
      about October 1st of
      each year, have an exercise price equal to the closing price of our common
      stock on the day prior to the grant date, vest 50% on the first
      anniversary of the grant date and vest the remaining 50% on the second
      anniversary of the grant date.  The options will have a 5 year
      term.




17




Director
Option Grants




On
October 12, 2009, the Board made the annual grant (referenced above) of options
to our directors as reflected in the table below.  The grants were
made pursuant to the Plan.  Each option has an exercise price of
$1.61, which was the closing price of our common stock on October 9, 2009 or the
trading date immediately preceding the date of grant, a term for five years from
the date of grant, and will vest 50% on October 12, 2010 and 50% on October 12,
2011.  The following table sets forth the number of shares of our
common stock underlying the options granted to each of our independent directors
on October 12, 2009:




Name
      of Director
            
            Shares
      of Common Stock Underlying OptionsRobert
      A. Solberg
            
            100,000Roger
      D. Friedberger
            
            60,000Charles
      H. Andrews
            
            50,000Pasquale
      V. Scaturro
            
            44,000Herman
      Cohen
            
            60,000Hon.
      Lord David Owen
            
            50,000





Compensation
Committee Interlocks and Insider Participation




No
executive officer of Hyperdynamics served as a member of the board of directors
of any other public company during the year ended June 30, 2009.  No
member of the Compensation Committee serves as an executive officer of any other
public company during the year ended June 30, 2009.  No interlocking
relationship exists between the members of our Compensation Committee and the
board of directors or compensation committee of any other company.




Compensation
Committee Report




The
Compensation Committee, consisting of Messrs. Solberg, Friedberger and
Andrews, is responsible for establishing and administering the executive
compensation programs of Hyperdynamics.  The Compensation Committee of
Hyperdynamics has reviewed and discussed the Compensation Discussion and
Analysis required by Item 402(b) of Regulation S-K with management and, based on
such review and discussions, the Compensation Committee recommended to the Board
that the Compensation Discussion and Analysis be included in this Annual
Report.




THE
COMPENSATION COMMITTEE




/s/
Robert Solberg


/s/
Roger Friedberger


/s/
Charles Andrews




18




Item 12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.




Equity
Compensation Plan Information




The
following table gives aggregate information under all equity compensation plans
of Hyperdynamics as of June 30, 2009.




Equity
Compensation Plan Information





Plan
      Category
            
            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))A
            
            
            B
            
            
            CEquity
      compensation plans approved by security holders
            
            
            2,219,707
            
            
            
            3.28
            
            
            
            4,995,838Equity
      compensation plans not approved by security holders
            
            
            -
            
            
            
            -
            
            
            
            -Total
            
            
            2,219,707
            
            
            
            3.28
            
            
            
            4,995,838





The Stock
and Stock Option Plan (for purposes of this Equity Compensation Plan Information
section, the “1997 Plan”) of Hyperdynamics was adopted May 7, 1997 and amended
on December 3, 2001, on January 21, 2005, and on February 20,
2008.  The total number of shares issuable under the Plan, as amended,
is 14,000,000 and the current expiration date of the 1997 Plan is May 7,
2010.  Under the 1997 Plan, the Compensation Committee of the Board of
Directors, which is comprised of independent directors, may grant common stock,
warrants, or options to employees, directors, or consultants.  Under
the Plan, options will vest over a five year or other negotiated period and will
have a strike price set at the time of grant based on the then current market
value of the stock.




Shareholders
approved the adoption of the 2008 Restricted Stock Award Plan (the “2008 Plan”)
at Hyperdynamics’ Annual Meeting on February 20, 2008.  The total
number of shares issuable under the 2008 Plan is 3,000,000.  The Plan
expires on February 20, 2018.  Under the 2008 Plan, the Compensation
Committee of the Board of Directors, which is comprised of independent
directors, may grant common stock, warrants, or options to employees, directors,
vendors, or consultants.




The
following table provides a reconciliation of the securities available for
issuance as of June 30, 2009 under the Plans.




1997
      Plan
            
            
            2008
      Plan
            
            
            All
      PlansShares
      available for issuance, June 30, 2008
            
            
            4,213,808
            
            
            
            2,926,347
            
            
            
            7,140,155Increase
      in shares issuable
            
            
            -
            
            
            
            -
            
            
            
            -Shares
      issued
            
            
            (1,828,385
            )
            
            
            (357,064
            )
            
            
            (2,185,449
            )Options
      issued during the year
            
            
            (870,000)
            
            
            
            -
            
            
            
            (870,000
            )Options
      forfeited during the year
            
            
            911,132
            
            
            
            -
            
            
            
            911,132Shares
      available for issuance, June 30, 2009
            
            
            2,426,555
            
            
            
            2,569,283
            
            
            
            4,995,838





The
purpose of the Plans are to further our interest, and the interest of our
subsidiaries and our stockholders by providing incentives in the form of stock
or stock options to key employees, consultants, directors, and vendors who
contribute materially to our success and profitability.  We believe
that our future success will depend in part on our continued ability to attract
and retain highly qualified personnel as employees, independent consultants,
and attorneys.  The issuance of stock and grants of options and
warrants will recognize and reward outstanding individual performances and
contributions and will give such persons a proprietary interest in us, thus
enhancing their personal interest in our continued success and
progress.  We pay wages, salaries, and consulting rates that we
believe are competitive.  We use the Plans to augment our compensation
packages.




19




Security
ownership of certain beneficial owners and management




The
following table sets forth certain information with respect to the beneficial
ownership of shares of Common Stock by (1) each person known to us that owns
beneficially more than 5% of the outstanding shares of Common Stock, (2) each of
our Directors, (3) each of our Executive Officers, and (4) all of our Executive
Officers, Directors as a group.  At October 24, 2009, we had
80,949,915 shares of common stock outstanding.  The address of each
person named in the below table is c/o Hyperdynamics Corporation, One Sugar
Creek Center Boulevard, Suite 125, Sugar Land, Texas 77478


Name
      and Address of Beneficial Owner
            
            Number
      of Shares of
              Common
      Stock
              Beneficially
      Owned
            
            
            
            
            Percent
      of ClassKent Watts
            
            
            12,290,224
            
            (1
            )(2)
            
            
            14.6
            %TW
      Trust
            
            
            8,270,000
            
            (2
            )
            
            
            9.9
            %Michael Watts
            
            
            5,825,926
            
            (3
            )(4)
            
            
            7.1
            %KW
      Trust
            
            
            3,519,629
            
            (4
            )
            
            
            4.3
            %Harry
      Briers
            
            
            2,198,336
            
            (5
            )
            
            
            2.7
            %Ray Leonard
            
            
            500,000
            
            (6
            )
            
            
            *Robert Solberg
            
            
            250,000
            
            (7
            )
            
            
            *Charles H. Andrews
            
            
            152,023
            
            (8
            )
            
            
            *Lord
      David Owen
            
            
            50,000
            
            (9
            )
            
            
            *Pasquale Scaturro
            
            
            50,000
            
            (10
            )
            
            
            *Jason Davis
            
            
            45,000
            
            (11
            )
            
            
            *Roger D. Friedberger
            
            
            40,000
            
            (12
            )
            
            
            *Hermann Cohen
            
            
            0
            
            (13
            )
            
            
            *All
      Directors and Executive Officers as a group (9
persons)
            
            
            3,285,359
            
            
            
            
            
            4.7
            %





* Less
than 1%




(1)
            This
      amount includes: 2,780,224 shares of common stock, currently exercisable
      warrants to purchase 1,240,000 shares of common stock; and 6,525,926
      shares deemed beneficially owned through TW Trust’s ownership of Common
      Stock.  TW Trust owns the shares indirectly through its
      ownership of TWJ Navigation, Inc.  TWJ Navigation, Inc. owns
      6,525,926 shares of common stock, warrants to purchase 1,740,000 shares of
      common stock, and 4,074 shares of common stock.  The
      beneficiaries of TW Trust are Kent Watts’ (former CEO, President and
      Director) children.  Kent Watts (former CEO, President and
      Director) is the trustee of TW
Trust.




20




(2)
            TW
      Trust beneficially owns 6,525,926 shares of common stock indirectly though
      its ownership of TWJ Navigation, Inc.  TWJ Navigation, Inc. owns
      6,525,926 shares of common stock, warrants to purchase 1,740,000 shares of
      common stock, and 4,074 shares of common stock.  The
      beneficiaries of TW Trust are Kent Watts’ (former CEO, President and
      Director) children.  Kent Watts (former CEO, President and
      Director) is the trustee of TW
Trust.




(3)
            Includes currently
      exercisable warrants to purchase 1,000,000 shares of common
      stock, 1,306,297 shares of common stock, and securities beneficially owned
      through KW Trust as disclosed in footnote (4)
  below.




(4)
            KW
      Trust beneficially owns 3,519,629 shares of common stock indirectly
      through KW Navigation, Inc.  KW Navigation, Inc. owns 2,933,333
      shares of common stock, 6,296 shares of common stock, and warrants to
      purchase 580,000 shares of common stock.  The beneficiary of KW
      Trust is Kelly Wheeler.  Michael Watts is the trustee
      of KW Trust.




(5)
            This
      amount includes: 1,923,336 shares of common stock and currently
      exercisable options to purchase 275,000 shares of common
      stock.




(6)
            Includes
      currently exercisable options to purchase 500,000 shares of common
      stock.




(7)
            This
      amount includes currently exercisable options to purchase 250,000
      shares of common stock.




(8)
            This
      amount includes 84,523 shares of common stock and currently exercisable
      options to purchase 67,500 shares of common
  stock.




(9)
            This
      amount includes currently exercisable options to purchase 50,000 shares of
      common stock.




(10)
            This
      amount includes currently exercisable options to purchase 50,000 shares of
      common stock.




(11)
            This
      amount includes currently exercisable options to purchase 45,000 shares of
      common stock.




(12)
            This
      amount includes currently exercisable options to purchase 40,000 shares of
      common stock.




(13)
            This
      director currently does not hold any shares of common stock or exercisable
      options.




Item
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.




Hyperdynamics
has a conflict of interest policy governing transactions involving related
parties.  In accordance with the policy, transactions involving
related parties must be pre-approved by the Audit Committee, which is comprised
of independent directors.




Hyperdynamics
did not enter into any transactions involving amounts in excess of $120,000,
excluding employment relationships, with related parties since July 1, 2008, the
beginning of the last fiscal year.




Series
B Preferred Stock




On
September 29, 2009, subsequent to fiscal year 2009, we entered into an agreement
(the “Series B Agreement”) with the holders of all of our Series B preferred
stock in which the Series B holders (i) converted all of their shares of Series
B preferred stock into approximately 15,822,222 shares of common stock, (ii)
agreed to the cancellation of warrants to purchase 1,000,000 shares of common
stock, (iii) agreed to donate, pursuant to a specified schedule, 2,000,000
shares of common stock, issued upon conversion of the Series B preferred stock,
and warrants to purchase 1,000,000 shares of common stock, to the American
Friends of Guinea, a charitable organization that provides support to the people
of Guinea, and (iv) agreed to be subject to a nine month lock-up of the
15,822,222 shares of common stock received in connection with the conversion of
the Series B preferred stock, and any shares that may be received upon exercise
of their warrants.  The common stock received upon conversion
represented a reduction of 2,000,000 shares that otherwise would have been
issuable under the original terms of the Series B preferred stock.




21




Under the
terms of the Series B Agreement, if we complete an equity or debt financing in
the future of $10,000,000 or more, we also agreed to (i)  pay a
previously owed dividend in the aggregate amount of approximately $430,000 to
the Series B holders and (ii) subject to market conditions, release from the
lock-up provision described above, up to 1,000,000 shares of common stock
received in connection with the Series B preferred stock conversion in order to
allow for resale by the Series B holders.




Director
Independence




Our
common stock is listed on the NYSE Amex, formerly known as the American Stock
Exchange.  We use SEC Rule 10A-3 and the NYSE Amex definition of
Independent Director in determining whether a Director is independent in the
capacity of Director and in the capacity as a member of a board
committee.  In determining Director independence, we have not relied
on any exemptions from any rule’s definition of independence.  In
addition to the requirements of SEC Rule 10A-3 under the Securities Exchange Act
of 1934, the NYSE Amex rules provide that "Independent Director" means a person
other than an executive officer or employee of the company.




Directors
serving on our audit committee must also comply with additional NYSE Amex
requirements as follows:




(a)           The
Director must not have participated in the preparation of our financial
statements or any current subsidiary at any time during the past three years;
and




(b)           The
Director is able to read and understand fundamental financial statements,
including our balance sheet, income statement, and cash flow
statement.




We
currently have a total of seven directors, six of whom are Independent
Directors.  Our Independent Directors are: Charles Andrews,
Roger Friedberger, Robert A. Solberg, Herman Cohen, Lord David Owen and
Pasquale Scaturro.




Item
      14.
            Principal
      Accounting Fees and Services




Audit
Fees




Current
Certifying Accountant: GBH CPAs, billed us in the aggregate amount of $97,650
for the fiscal year ended June 30, 2009, for professional services related to:
their audit of our annual financial statements included in our Form 10-K; their
reviews of our unaudited quarterly financial statements included in our Form
10-Qs and registration statements (there were no Sarbanes-Oxley 404 attest
services for the fiscal year ended June 30, 2009).




Former
Certifying Accountant: Malone & Bailey, PC billed us in the aggregate amount
of $154,000 and $119,000 respectively for the fiscal years ended June 30, 2008
and 2007, for professional services related to: their audit of our annual
financial statements included in our Form 10-Ks; their reviews of our unaudited
quarterly financial statements included in our Form 10-Qs and registration
statements; and their Sarbanes-Oxley 404 attest services for the fiscal years
ended June 30, 2008 and 2007.




Audit-Related
Fees




Current
Certifying Accountant: GBH CPAs,  billed us $-0- for professional
services rendered for assurance and related services that were reasonably
related to the performance of audit or review of the Company's financial
statements for the fiscal year ended June 30, 2009.




22




Former
Certifying Accountant: Malone & Bailey, PC billed us $29,000 and $0,
respectively, for professional services rendered for assurance and related
services that were reasonably related to the performance of audit or review of
the Company's financial statements for the fiscal years ended June 30,
2008 and 2007.




Tax
Fees




Malone
& Bailey, PC billed us in the aggregate amount of $6,800 professional
services rendered for tax related services for the fiscal year ended June
30, 2009.




Former
Certifying Accountant: Malone & Bailey, PC billed us in the aggregate amount
of $20,000 and $0 for professional services rendered for tax related services
for the fiscal years ended June 30, 2008 and 2007.




All
Other Fees




Current
Certifying Accountant: GBH CPAs, did not perform, and accordingly did not bill
us for, professional services rendered for any other services for the fiscal
year ended June 30, 2009.




Former
Certifying Accountant: Malone & Bailey, P.C. did not perform, and
accordingly did not bill us for, professional services rendered for any other
services for the fiscal years ended June 30, 2008 and 2007.




Audit
Committee Pre-Approval




Our Audit
Committee Charter provides that either (i) the Audit Committee shall pre-approve
all auditing and non-auditing services of the independent auditor, subject to
deminimus exceptions for other than audit, review or attest services that are
approved by the Audit Committee prior to completion of the audit; or (ii) the
engagement of the independent auditor be entered into pursuant to pre-approved
policies and procedures established by the Audit Committee, provided that the
policies and procedures are detailed as to the particular services and the Audit
Committee is informed of each service.  The Audit Committee
pre-approved 100% of GBH CPAs and Malone & Bailey, PC fees, respectively,
for audit services in year 2009, 2008 and 2007.  Fees for
audit-related services performed by GBH CPAs and Malone & Bailey, PC fees,
respectively, in fiscal years 2009, 2008 and 2007 were not recognized by us at
the time of the engagement to be non-audit services.  Except as
indicated above, there were no fees other than audit fees for years 2009, 2008
and 2007, and the auditors engaged performed all the services described above
with their full time permanent employees.




PART
IV




Item 15.
            Exhibits,
      Financial Statement Schedules




(A)


Exhibit
      Number
            
            Description3.1.1
            
            Certificate
      of Incorporation (1)3.1.2
            
            Certificate
      of Amendment of Certificate of Incorporation, dated January 21, 1997
      (1)3.1.3
            
            Certificate
      of Amendment of Certificate of Incorporation, dated September 20, 1999
      (1)3.1.4
            
            Certificate
      of Amendment of Certificate of Incorporation, dated December 22, 2003
      (1)3.2
            
            By-laws
      (1)3.3
            
            Amendment
      to Bylaws (3)4.1
            
            Series
      A Certificate of Designation (7)




23




Exhibit
      Number
            
            Description4.2
            
            Series
      B Certificate of Designation (8)4.3
            
            Form
      of Common Stock Certificate (4)4.4
            
            First
      Warrant Issued to Cornell Capital Partners, LP on June 19, 2006
      (2)4.5
            
            Second
      Warrant Issued to Cornell Capital Partners, LP on June 19, 2006
      (2)4.6
            
            Third
      Warrant Issued to Cornell Capital Partners, LP on June 19, 2006
      (2)4.7
            
            Investor
      Registration Rights Agreement between Hyperdynamics and Cornell Capital
      Partners, LP, dated June 16, 2006 (2)4.8
            
            Form
      of Warrant (5)4.9
            
            Warrant
      issued to YA Global Investments, L.P. on February 6, 2008
    (5)4.10
            
            Form
      of Common Stock Purchase Warrant (6)4.11
            
            Form
      of Series A Preferred Stock Certificate (7)4.12
            
            Form
      of Series B Preferred Stock Certificate (8)4.13
            
            Warrant
      issued to Trendsetter Investors, LLC on June 12, 2007
  (9)4.14
            
            Form
      of 10% Convertible Debenture (11)4.15
            
            Form
      of Series A and Series B Common Stock Purchase Warrant
  (11)10.1
            
            Hydrocarbon
      Production Sharing Contract (PSA) between SCS Corporation and the Republic
      of Guinea, Dated September 22, 2006 (10)10.2
            
            Amendment
      Agreement between Enable Growth Partners LP, Enable Opportunity Partners
      LP and Hyperdynamics Corporation, dated November 20, 2008
    (12)10.3*
            
            Employment
      Agreement between Hyperdynamics and James R. Spear, dated November 1, 2007
      (13)10.4*
            
            Employment
      Agreement between Hyperdynamics and Jason D. Davis, dated June 17, 2009
      (14)10.5*
            
            Employment
      Agreement between Hyperdynamics and Ray Leonard, dated July 22, 2009
      (15)10.6*
            
            Employment
      Agreement between Hyperdynamics and Harry Briers, dated October 9, 2006
      (17)10.7
            
            Separation
      and Severance Agreement between Hyperdynamics and Harry Briers, dated
      October 9, 2006 (17)10.8
            
            Memorandum
      of Understanding between the Government of the Republic of Guinea and SCS
      Corporation, dated September 11, 2009 (English translation)
      (16)10.9
            
            Memorandum
      of Understanding between the Government of the Republic of Guinea and SCS
      Corporation, dated September 11, 2009 (original French version)
      (16)14.1
            
            Code
      of Ethics (1)




24




Exhibit
      Number
              
              Description


16.1
            
            Letter
      from Malone & Bailey, P.C. regarding change in certifying accountant
      (18)21.1
            
            Subsidiaries
      (19)23.1
            
            Consent
      of Malone & Bailey, P.C. (19)23.2
            
            Consent
      of GBH CPAs, P.C. (19)31.1**
            
            Certification
      of Chief Executive Officer of Hyperdynamics Corporation required by Rule
      13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2**
            
            Certification
      of Chief Financial Officer and Principal Accounting Officer of
      Hyperdynamics Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of
      the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            
            Certification
      of Chief Executive Officer of Hyperdynamics Corporation pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18
      U.S.C. 63 (19)32.2
            
            Certification
      of Chief Financial Officer and Principal Accounting Officer of
      Hyperdynamics Corporation pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 and Section 1350 of 18 U.S.C. 63.
  (19)





*
            Management
      contracts or compensatory plans or
arrangements.


**
            Filed
      herewith.


(1)
            Incorporated
      by reference to our Form 10-KSB/A filed May 16,
  2005.


(2)
            Incorporated
      by reference to our Form 8-K filed June 23,
  2006.


(3)
            Incorporated
      by reference to our Form 8-K filed March 9,
  2009.


(4)
            Incorporated
      by reference to our Form S-1 filed January 12, 2006, as
      amended.


(5)
            Incorporated
      by reference to our Form 8-K filed February 8,
  2008.


(6)
            Incorporated
      by reference to our Form 8-K filed May 12,
2008.


(7)
            Incorporated
      by reference to our Form SB-2 filed February 25,
  2000.


(8)
            Incorporated
      by reference to our Form 8-K filed June 15,
  2001.


(9)
            Incorporated
      by reference to our Form 8-K filed June 18,
  2007.


(10)
            Incorporated
      by reference to our Form 8-K filed September 28,
  2006.


(11)
            Incorporated
      by reference to Form 8-K filed September 2,
  2008.


(12)
            Incorporated
      by reference to Form 8-K filed November 24,
  2008.


(13)
            Incorporated
      by reference to Form 8-K filed March 10,
2008.


(14)
            Incorporated
      by reference to Form 8-K filed July 6,
2009.


(15)
            Incorporated
      by reference to Form 8-K filed July 23,
2009.


(16)
            Incorporated
      by reference to Form 8-K filed September 15,
  2009.


(17)
            Incorporated
      by reference to Form 10-K filed October 13,
  2006.


(18)
            Incorporated
      by reference to Form 8-K/A, dated December 22,
  2008.


(19)
            Incorporated
      by reference to Form 10-K filed on September 30,
  2009.




25




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of 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.




HYPERDYNAMICS
      CORPORATIONOctober
      28, 2009
            By:
            /s/ Ray LeonardRay
      LeonardPresident,
      CEO and Director




26




Exhibit
Index




Exhibit
      Number
            
            Description3.1.1
            
            Certificate
      of Incorporation (1)3.1.2
            
            Certificate
      of Amendment of Certificate of Incorporation, dated January 21, 1997
      (1)3.1.3
            
            Certificate
      of Amendment of Certificate of Incorporation, dated September 20, 1999
      (1)3.1.4
            
            Certificate
      of Amendment of Certificate of Incorporation, dated December 22, 2003
      (1)3.2
            
            By-laws
      (1)3.3
            
            Amendment
      to Bylaws (3)4.1
            
            Series
      A Certificate of Designation (7)4.2
            
            Series
      B Certificate of Designation (8)4.3
            
            Form
      of Common Stock Certificate (4)4.4
            
            First
      Warrant Issued to Cornell Capital Partners, LP on June 19, 2006
      (2)4.5
            
            Second
      Warrant Issued to Cornell Capital Partners, LP on June 19, 2006
      (2)4.6
            
            Third
      Warrant Issued to Cornell Capital Partners, LP on June 19, 2006
      (2)4.7
            
            Investor
      Registration Rights Agreement between Hyperdynamics and Cornell Capital
      Partners, LP, dated June 16, 2006 (2)4.8
            
            Form
      of Warrant (5)4.9
            
            Warrant
      issued to YA Global Investments, L.P. on February 6, 2008
    (5)4.10
            
            Form
      of Common Stock Purchase Warrant (6)4.11
            
            Form
      of Series A Preferred Stock Certificate (7)4.12
            
            Form
      of Series B Preferred Stock Certificate (8)4.13
            
            Warrant
      issued to Trendsetter Investors, LLC on June 12, 2007
  (9)4.14
            
            Form
      of 10% Convertible Debenture (11)4.15
            
            Form
      of Series A and Series B Common Stock Purchase Warrant
  (11)10.1
            
            Hydrocarbon
      Production Sharing Contract (PSA) between SCS Corporation and the Republic
      of Guinea, Dated September 22, 2006 (10)10.2
            
            Amendment
      Agreement between Enable Growth Partners LP, Enable Opportunity Partners
      LP and Hyperdynamics Corporation, dated November 20, 2008
    (12)10.3*
            
            Employment
      Agreement between Hyperdynamics and James R. Spear, dated November 1, 2007
      (13)10.4*
            
            Employment
      Agreement between Hyperdynamics and Jason D. Davis, dated June 17, 2009
      (14)




27




Exhibit
      Number
              
              Description


10.5*
            
            Employment
      Agreement between Hyperdynamics and Ray Leonard, dated July 22, 2009
      (15)10.6*
            
            Employment
      Agreement between Hyperdynamics and Harry Briers, dated October 9, 2006
      (17)10.7
            
            Separation
      and Severance Agreement between Hyperdynamics and Harry Briers, dated
      October 9, 2006 (17)10.8
            
            Memorandum
      of Understanding between the Government of the Republic of Guinea and SCS
      Corporation, dated September 11, 2009 (English translation)
      (16)10.9
            
            Memorandum
      of Understanding between the Government of the Republic of Guinea and SCS
      Corporation, dated September 11, 2009 (original French version)
      (16)14.1
            
            Code
      of Ethics (1)16.1
            
            Letter
      from Malone & Bailey, P.C. regarding change in certifying accountant
      (18)21.1
            
            Subsidiaries
      (19)23.1
            
            Consent
      of Malone & Bailey, P.C. (19)23.2
            
            Consent
      of GBH CPAs, P.C. (19)31.1**
            
            Certification
      of Chief Executive Officer of Hyperdynamics Corporation required by Rule
      13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as
      adopted pursuant to Section 302 of the Sarbanes-Oxley Act of
      200231.2**
            
            Certification
      of Chief Financial Officer and Principal Accounting Officer of
      Hyperdynamics Corporation required by Rule 13a-14(1) or Rule 15d-14(a) of
      the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of
      the Sarbanes-Oxley Act of 200232.1
            
            Certification
      of Chief Executive Officer of Hyperdynamics Corporation pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 of 18
      U.S.C. 63 (19)32.2
            
            Certification
      of Chief Financial Officer and Principal Accounting Officer of
      Hyperdynamics Corporation pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002 and Section 1350 of 18 U.S.C. 63.
  (19)





*
            Management
      contracts or compensatory plans or
arrangements.


**
            Filed
      herewith.


(1)
            Incorporated
      by reference to our Form 10-KSB/A filed May 16,
  2005.


(2)
            Incorporated
      by reference to our Form 8-K filed June 23,
  2006.


(3)
            Incorporated
      by reference to our Form 8-K filed March 9,
  2009.


(4)
            Incorporated
      by reference to our Form S-1 filed January 12, 2006, as
      amended.


(5)
            Incorporated
      by reference to our Form 8-K filed February 8,
  2008.


(6)
            Incorporated
      by reference to our Form 8-K filed May 12,
2008.


(7)
            Incorporated
      by reference to our Form SB-2 filed February 25,
  2000.


(8)
            Incorporated
      by reference to our Form 8-K filed June 15,
  2001.


(9)
            Incorporated
      by reference to our Form 8-K filed June 18,
  2007.


(10)
            Incorporated
      by reference to our Form 8-K filed September 28,
  2006.


(11)
            Incorporated
      by reference to Form 8-K filed September 2,
  2008.


(12)
            Incorporated
      by reference to Form 8-K filed November 24,
  2008.


(13)
            Incorporated
      by reference to Form 8-K filed March 10,
2008.


(14)
            Incorporated
      by reference to Form 8-K filed July 6,
2009.


(15)
            Incorporated
      by reference to Form 8-K filed July 23,
2009.


(16)
            Incorporated
      by reference to Form 8-K filed September 15,
  2009.


(17)
            Incorporated
      by reference to Form 10-K filed October 13,
  2006.


(18)
            Incorporated
      by reference to Form 8-K/A, dated December 22,
  2008.


(19)
            Incorporated
      by reference to Form 10-K filed on September 30,
  2009.




28