FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Griffin Randy M 2. Date of Event Requiring Statement (Month/Day/Year) 01/14/2014 3. Issuer Name and Ticker or Trading Symbol Armada Oil, Inc. [AOIL] (Last) (First) (Middle) C/O ARMADA OIL, INC., 5220 SPRING VALLEY ROAD, SUITE 615 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman and CEO 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) DALLAS, TX 75254 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 2,216,240 (1) D   Common Stock 694,296 (1) I By Amagosa Investments Ltd. (2) Common Stock 761,600 (1) I By Sycamore Resources, Inc. (3)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Statutory Options	04/19/2013	04/01/2018	Common Stock	500,000 (4)	$ 0.4	D	Â
Statutory Options	06/30/2012	06/30/2016	Common Stock	400,000 (5)	$ 0.38	D	Â
Option to purchase outstanding common stock	08/16/2013	06/01/2015	Common Stock	720,000 (6)	$ 0.25	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Griffin Randy M C/O ARMADA OIL, INC. 5220 SPRING VALLEY ROAD, SUITE 615 DALLAS, TX 75254	  X	Â	  Chairman and CEO	Â

Signatures

/s/ Randy M. Griffin		01/29/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares represent shares of Issuer's common stock that were issued in exchange for shares of Mesa Energy Holdings, Inc. ("Mesa") common stock pursuant to an Asset Acquisition Agreement (the "Acquisition Agreement") between the Issuer and Mesa.
(2)	Mr. Griffin is the general partner and has voting and dispositive power over the shares owned by this entity.
(3)	Mr. Griffin is the sole officer, director and shareholder of this entity.
(4)	These options were granted on April 19, 2013 and are fully vested.
(5)	This Incentive Stock Option was assumed by the Issuer under the Acquisition Agreement between Mesa and the Issuer and replaced with an Incentive Stock Option to buy shares of the Issuer's common stock under the Issuer's 2012 Long-Term Incentive Plan. These options were granted on June 30, 2011 and are fully vested.
(6)	This is an option to purchase outstanding common stock of the Issuer from Ray Unruh, pursuant to the agreement between the parties dated August 16, 2013.

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