On December 6, 2012, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, announcing that it intends to re-launch its private offering of senior notes due 2020.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

(d) Exhibits.

    Exhibit
    Number    Description

    99.1      Press Release of Rex Energy Corporation dated December 6, 2012.


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