On October 27, 2009, Kodiak Oil & Gas Corp. (the "Company") entered into an Underwriting Agreement with KeyBanc Capital Markets Inc., as representative of the underwriters named therein, for the sale by the Company to the public of 12,000,000 shares of the Company's common stock, no par value. Closing of the issuance and sale of the shares of common stock is scheduled for October 30, 2009, subject to customary closing conditions. The Company has granted the underwriters a 30-day option to purchase 1,800,000 additional shares of its common stock to cover over-allotments. The description herein of the Underwriting Agreement is qualified in its entirety, and the terms therein are incorporated herein, by reference to the Underwriting Agreement filed as Exhibit 1.1 hereto.

The opinion of counsel regarding the validity of the common stock to be issued pursuant to the offering described in the foregoing paragraph is filed as Exhibit 5.1 hereto.

On October 27, 2009, the Company issued a press release announcing the pricing of the public offering described under Item 1.01 of this Current Report on Form 8-K. A copy of the press release is filed herewith as Exhibit 99.1

(d) Exhibits

1.1        Underwriting Agreement, dated October 27, 2009, between Kodiak Oil &
           Gas Corp. and KeyBanc Capital Markets Inc.

5.1        Opinion of Miller Thomson LLP.

99.1       Press release of Kodiak Oil & Gas Corp. dated October 27, 2009.