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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____________________

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): February 24, 2009 (February 23, 2009)

_____________________

GLEN ROSE PETROLEUM CORPORATION

(Exact name of registrant as specified in Charter)

Delaware 001-10179
(State or other jurisdiction of (Commission File No.) (IRS Em
incorporation or organization)

One Energy Square, Suite 200

4925 Greenville Avenue, Dallas, TX 75206
(Address of Principal Executive Offices)

214-800-2663
(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the
Instruction A.2 below).

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

[ ] Pre-commencement communications pursuant to Rule 13e-(c) under the Exchange Act (17 CFR 240.13(e)-4(c)) [Missing Graphic Reference]

This Form 8-K and other reports filed by Glen Rose Petroleum Corporation (the “Company”) from time to time with the Securities and Exchange C
contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as we
by our management. When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative
as they
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relate to us or our management identify forward looking statements. Such statements reflect our current view with respect to future events an
assumptions and other factors relating to our industry, operations and results of operations and any businesses that we may acquire. Should one
materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated

Item. 2.02 Results of Operations and Financial Condition

On February 24, 2009, Glen Rose Petroleum Corporation issued a press release that summarized operational results and financial condition from
December 31, 2008, filed February 23, 2009. A copy of this press release is attached as Exhibit 99.1.

Item. 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Glen Rose Petroleum Corporation has restated its financial statements as of and for the six months ended September 30, 2008 in its Form 10-Q
2008. The restatement was made primarily to reclass certain lease operating expenses that should have been capitalized.
The impact of such restatement to the financial statements as of September 30, 2008 is:

As of September 30, 2008

As Originally
Presented Adjustments
Consolidated Condensed Balance Sheet
Total current assets $ 958,731 $ -
Total assets 6,615,734 1) 178,603
Total current liabilities 3,128,470 1) 18,789
Total liabilities 3,218,876 1) 18,789
Accumulated deficit (47,782,927) 1) 159,814
Total stockholder's equity $ 3,396,858 $ 1) 159,814

For Six Months Ended

September 30, 2008
As Originally
Presented Adjustments
Consolidated Condensed Statement of Operations
Total revenue $ 72,871 $ -
Total operating costs and expenses 1,604,254 1) (159,814)
Loss from operations (1,531,382) 1) 159,814
Net income (loss) (1,532,131) 1) 159,814
Net income (loss) per share:
Basic and Diluted $ (0.16)

1) To reclassify amounts that were reported as lease operating expenses that should have been reported as capital assets. The liabilities we
payables. The Company reviewed costs which were charged to operations as lease operating expenses and determined that these
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expenses should have been capitalized as development cost. This restatement is being made to reflect the proper treatment of these costs.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1 – Press release dated February 24, 2009

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be sig
hereunto duly authorized.

Dated: February 24, 2009

GLEN ROSE PETROLEUM CORPORATION

By: /s/ Joseph F. Langston Jr.

\Joseph F. Langston Jr., President
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EXHIBIT 99.1

Glen Rose Petroleum Corporation Announces Quarterly Financials and Operational Update and Restates
Production Expenses

DALLAS, Feb. 24, 2009 (GLOBE NEWSWIRE) -- Glen Rose Petroleum Corporation (Nasdaq:GLRP), headquartered in
Dallas, Texas, reported its results for the third quarter ended December 31, 2008 which showed oil and gas revenue of
$96,803 a 33% increase from the prior quarter.

Production and operating expenses were $88,988, for a loss from operations of $2,077,159.

General administrative expenses were $849,232, and the non-cash cost of incentive stock options was $1,093,339, resulting
in a net loss for the quarter of $2,076,819, or $0.21 per share.

Accounts payable increased to $562,655, while shareholders' equity from $3,116,495 to $3,262,504, a 5% increase as
compared to March 31, 2008.

The Company terminated its Participation Agreement with WHL Energy Limited ("WHL"). The Participation Agreement
signed in July 2008, required that WHL pay 100% of the drilling costs, up to $2.5 million, for a 50% working interest in the
first 2,546 acres (Phase 1). After funding $1.5 million and participating in the drilling of three wells and the purchase of 5 wells,
WHL felt it was in their best interest not to proceed. Mr. Chip Langston, President of Glen Rose, stated, "WHL's non
participation is governed by the Participation Agreement, whereby they keep what they earned."

In addition to the wells drilled with WHL, the Company has drilled three wells for its own account outside the joint venture
area of interest. We have also drilled two horizontal wells, and we have eight wells permitted to drill in the next few months.
We are continuing to improve daily production with nitrogen injection and swabbing to a current production rate of 60 barrels
of oil per day.

Mr. Langston said, "The Company geared up its drilling activity in line with the WHL Participation Agreement. After crude oil
prices collapsed, we stopped new activities in late November. In these activities we incurred significant accounts payables.
Since that time, we have continued to improve daily production, so that the Company is almost cash flow positive from
operations, even at these low commodity prices. But, finding outside financing has been difficult. Our major shareholder and
corporate financing consultant, Blackwood Ventures LLC has worked diligently in these difficult markets. The Company is in
discussions with several individuals and companies on a variety of financing possibilities. To date, none has been signed, and
there are no assurances they will be consummated. In the meantime, the Company has entered into a $250,000 convertible
debenture with Blackwood, which, has not been funded to date."

The periodic income statement follows. The income statement is modified by and subject to the remainder of the financial
statements and the notes to the financial statements which were included in the Form 10-Q filed February 20, 2009 and are
available through the SEC's website, www.sec.gov.

GLEN ROSE PETROLEUM CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)

THREE MONTHS ENDED NINE MONTHS ENDED

December 31, December 31,

------------------------ ------------------------
2008 2007 2008 2007
----------- ----------- ----------- -----------
(Restated) (Restated)
OPERATING REVENUES
Oil and gas sales $ 23,932 $ 24,311 $ 96,803 $ 26,266
----------- ----------- ----------- -----------
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TOTAL OPERATING
REVENUES 23,932 24,311 96,803 26,266
----------- ----------- ----------- -----------

OPERATING COSTS AND

EXPENSES
Production and
operating 43,457 21,672 88,988 82,351
Impairment of oil
and gas
properties 130,329 -- 130,329 --
Depreciation and
depletion 4,871 338 8,342 1,014
Accretion of asset
retirement
obligation 1,244 1,244 3,732 3,732
General and
administrative 139,287 1,636,778 849,232 1,998,113
Bad debt expense -- 41,406 -- 243,814
Stock compensation
expense 410,334 -- 1,093,339 --
Put option expense -- 69,728 -- 209,184
----------- ----------- ----------- -----------
TOTAL OPERATING
COSTS AND EXPENSES 729,522 1,771,166 2,173,962 2,538,208
----------- ----------- ----------- -----------
LOSS FROM
OPERATIONS (705,590) (1,746,855) (2,077,159) (2,511,942)

OTHER INCOME
(EXPENSE)
Gain on
forgiveness of
debt -- -- -- --
Gain (Loss) on
sale of
investments -- -- (749) 303,155
Gain on sale of
property and
equipment -- 5,000 -- 13,351
Interest income 1,089 -- 1,089 --
Interest expense -- (2,221) -- (70,117)
----------- ----------- ----------- -----------
Gain (Loss)
before income
tax (704,501) (1,744,076) (2,076,819) (2,265,553)

INCOME TAX BENEFIT -- -- -- --

----------- ----------- ----------- -----------
NET INCOME (LOSS) $ (704,501) $(1,744,076) $(2,076,819) $(2,265,553)
=========== =========== =========== ===========
Income (Loss) per
share (basic) $ (0.07) $ (0.26) $ (0.21) $ (0.35)
=========== =========== =========== ===========
Weighted average
number of shares
(basic) 10,621,562 6,778,886 9,841,345 6,557,931

=========== =========== =========== ===========

Glen Rose Petroleum Corporation has restated its financial statements as of and for the six months ended September 30, 2008
in its Form 10-Q for the period ending December 31, 2008. The restatement was made primarily to reclass certain lease
operating expenses that should have been capitalized.

The impact of such restatement to the financial statements as of September 30, 2008 is:
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As of September 30, 2008

-----------------------------------------
As Originally Adjustments
Presented (1) As Restated
Consolidated Condensed
Balance Sheet
Total current assets $ 958,731 $ -- $ 958,731
Total assets 6,615,734 178,603 6,794,337
Total current liabilities 3,128,470 18,789 3,147,259
Total liabilities 3,218,876 18,789 3,237,665
Accumulated deficit (47,782,927) 159,814 (47,623,113)
Total stockholder's equity $ 3,396,858 $ 159,814 3,556,672

For Six Months Ended

September 30, 2008
-----------------------------------------
As Originally Adjustments
Presented (1) As Restated
Consolidated Condensed
Statement of Operations
Total revenue $ 72,871 $ -- $ 72,871
Total operating costs and
expenses 1,604,254 (159,814) 1,444,440
Loss from operations (1,531,382) 159,814 (1,371,568)
Net income (loss) (1,532,131) 159,814 (1,372,317)
Net income (loss) per share:
Basic and Diluted $ (0.16) $ (0.14)

1) To reclassify amounts that were reported as lease operating expenses that should have been reported as capital assets. The
liabilities were affected due to reclassification of payables. The Company reviewed costs which were charged to operations as
lease operating expenses and determined that these expenses should have been capitalized as development cost. This
restatement is being made to reflect the proper treatment of these costs.

The Glen Rose Petroleum Corporation logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5339

Private Securities Litigation Reform Act Safe Harbor Statement: All statements in this press release that are not statements of
historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as
codified in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including any
projections of earnings, revenue, cash or other financial items, any statements of the plans, strategies, and objectives of
management for future operations, any statements regarding future economic conditions or performance, statements of belief
and any statements of assumptions underlying any of the foregoing. These statements are based on expectations and
assumptions as of the date of this press release and are subject to numerous risks and uncertainties, which could cause actual
results to differ materially from those described in the forward-looking statements. The risks and uncertainties include our
limited capital resources an d limited access to financing and the risks and uncertainties inherent in oil and gas exploration,
production, and development, and market conditions, particularly energy prices and demand for oilfield equipment and
services. Glen Rose Petroleum Corporation assumes no obligation to update these forward-looking statements to reflect future
events or actual outcomes and does not intend to do so.
CONTACT: Glen Rose Petroleum Corporation
Chip Langston, President & CFO
214-800-2663