Item 3.03 Material Modification to Rights of Security Holders.

As previously announced, on October 11, 2012, Harvest Natural Resources, Inc. (the "Company") entered into a Securities Purchase Agreement under which the Company sold to certain purchasers, including MSD Credit Opportunity Fund, L.P. and MSD Energy Partners, L.P. (together, the "MSD Entities"), $79.8 million aggregate principal amount of 11% senior unsecured notes due October 11, 2014 and warrants (the "Warrants") to purchase 686,761 shares of the Company's common stock with an exercise price of $10.00 per share. In connection with the issuance of the Warrants and the expiration of certain other previously issued warrants, among other events, on February 1, 2013 the Company entered into an amendment (the "Second Amendment") to its Third Amended and Restated Rights Agreement, dated as of August 23, 2007 (as amended by the Amendment to Third Amended and Restated Rights Agreement, dated October 28, 2010) (as so amended and restated, the "Rights Agreement"), between the Company and Wells Fargo Bank, N.A., as Rights Agent. The Second Amendment amends the Rights Agreement in certain respects to update the circumstances under which certain persons, including affiliates and associates of the MSD Entities, are exempt from being deemed an "Acquiring Person," as such term is defined in the Rights Agreement.

The foregoing description of the material terms of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

4.1 Second Amendment to Third Amended and Restated Rights Agreement, dated as of February 1, 2013, between Harvest Natural Resources, Inc. and Wells Fargo Bank, N.A., as Rights Agent.

---