As previously disclosed on Form 8-K filed on November 20, 2006, on November 20, 2006, Syntroleum Corporation (“we” or “us”) entered into a Common Stock Purchase Agreement (“Purchase Agreement”) with Azimuth Opportunity Ltd. (“Azimuth”). Pursuant to the Purchase Agreement, we may, from time to time and subject to the terms and limitations set forth in the Purchase Agreement, sell shares of our common stock to Azimuth. On July 11, 2007, we expect to settle with Azimuth on the purchase of 2,950,157 shares of our common stock under the Purchase Agreement at an aggregate purchase price of $8,000,000. We will receive an estimated net proceeds from the sale of these shares of approximately $7,880,000 after deducting our estimated offering expenses. In connection with this sale, we are filing, as Exhibit 5.1 hereto, an opinion of our counsel, Baker Botts L.L.P. We currently intend to use the net proceeds from the sale of the offered securities to fund our $4.25 million contribution to the formation of Dynamic Fuels, LLC, a venture with Tyson Foods, Inc. to manufacture synthetic renewable fuels, and for general corporate purposes.

The foregoing description is qualified in its entirety by reference to the Purchase Agreement, dated as of November 20, 2006, by and between Azimuth and us, which was filed as an exhibit to the Form 8-K filed on November 20, 2006 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.  

SYNTROLEUM CORPORATION

Date: July 10, 2007

By: /s/ Richard L. Edmonson                                    
Richard L. Edmonson
Senior Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

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