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 *   LANEY DAVID M. 2. Date of Event Requiring Statement (Month/Day/Year) 02/01/2012 3. Issuer Name and Ticker or Trading Symbol Matador Resources Co [NONE] (Last) (First) (Middle) 5400 LBJ FREEWAY, SUITE 1500 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) DALLAS, TX 75240 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) Class A Common Stock 380,977 D   Class A Common Stock (1) 242,250 I See Footnote (2) Class A Common Stock (1) 25,000 I See Footnote (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
Stock Option (right to buy)	  (4)	02/07/2012	Class A Common Stock	2,250	$ 9	D	Â
Stock Option (right to buy)	  (4)	05/16/2012	Class A Common Stock	1,500	$ 9	D	Â
Stock Option (right to buy)	  (4)	02/12/2013	Class A Common Stock	1,500	$ 10	D	Â
Stock Option (right to buy)	  (4)	05/21/2013	Class A Common Stock	1,500	$ 13.33	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LANEY DAVID M. 5400 LBJ FREEWAY, SUITE 1500 DALLAS, TX 75240	  X	Â	Â	Â

Signatures

/s/ David M. Laney		01/28/2012
**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)	The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these shares. The reporting person disclaims beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
(2)	Represents 242,250 shares held of record by the reporting person's adult children, who gave the reporting person voting power of such shares through a revocable power of attorney.
(3)	Represents 25,000 shares held of record by Laney Investments Ltd.
(4)	The stock options are fully vested and exercisable as of the day of this report.

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