~~SECURITIES~~UNITED ~~AND EXCHANGE COMMISSION~~STATES

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): ~~July 13~~August 15, 2005

TIPPERARY CORPORATION (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

TEXAS	1-7796	75-1236955
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

TEXAS		1-7796		75-1236955
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

633 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)

303-293-9379

Registrant’s telephone number, including area code

N/A

(Former Name or Former Address, if Changed Since Last Report)

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 following provisions:

o Written ~~communications~~ communciations pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

o Pre-commencement ~~communications~~ communciations pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 52.~~01 Change in Control of Registrant Item 5.~~02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Principal~~Financial ~~Officers;~~Condition ~~Election~~Item of9.01. ~~Directors;~~Financial ~~Appointment~~Statements ofand ~~Principal~~Exhibits ~~Officers~~ Signature Exhibit Index EX –- 99.78 – Press Release

ITEM 52.0102: ~~Change~~RESULTS OF inOPERATIONS ~~Control~~AND ofFINANCIAL ~~the Registrant~~CONDITION

On ~~July 13,~~August ~~2005~~15, ~~Santos~~ International Holdings Pty Ltd., an Australian Capital Territory corporation (“Santos”), and Slough Estates plc, a United Kingdom public limited company (“Slough”), completed the closing of the transactions contemplated by their Amended and Restated Interest Purchase Agreement (the “Amended IPA”), dated July 4, 2005, ~~whereby Santos acquired the ownership of approximately 54% of the outstanding common stock of~~ Tipperary Corporation ~~(the~~issued ~~“Company”), held by Slough Estates USA Inc.,~~ a ~~Delaware~~press ~~corporation and indirect wholly-owned~~release ~~subsidiary~~reporting ofresults ~~Slough (“Slough USA”),~~ for ~~a purchase price of $7.39 per share, as well as Slough USA’s 10% interest in Tipperary Oil and Gas Australia Pty Ltd., a 90% subsidiary of~~ the ~~Company,~~three and ~~assumed~~six ~~the~~months ~~position~~ended ofJune ~~Slough~~30, ~~Slough~~ ~~USA and Slough Estates Limited, a United Kingdom limited company and wholly-owned subsidiary of Slough, as a creditor of the Company~~2005. ~~Closing~~ ~~under~~A ~~the~~copy ~~Amended IPA constituted a change~~ of ~~control of the Company because Santos acquired Slough’s interests in~~ the ~~Company,~~press ~~including~~release ~~Slough’s~~is ~~holdings~~furnished ofwith ~~approximately~~this ~~54%~~report ofas ~~the~~Exhibit ~~Company common stock~~99. ~~The~~8, ~~aggregate~~and ~~purchase~~is ~~price~~incorporated ~~for~~herein ~~the Company common stock and other securities and interests purchased~~ by ~~Santos under the Amended IPA was approximately $222,710,273, paid entirely in cash~~reference. ~~Santos financed the transaction from internal resources.~~

OnThe ~~July 4,~~information ~~2005,~~in ~~the Company~~this ~~and~~report ~~Santos~~is ~~entered~~being ~~into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”)~~furnished, ~~which~~not ~~was attached as Exhibit 10.38 to a Report on Form 8-K~~ filed ~~by the Company on July 8~~, ~~2005. The Amended Merger Agreement provides that~~for ~~from~~purposes ~~and~~of ~~after~~Section ~~closing~~18 ~~the Amended IPA, Santos may appoint a majority~~ of the ~~members of~~Securities ~~the~~Exchange ~~Company’s~~Act ~~Board~~ of ~~Directors~~1934, ~~subject~~as toamended, ~~the satisfaction of applicable~~and ~~regulatory~~pursuant ~~requirements. On July 15, 2005, the Company mailed~~ to ~~its~~Item ~~shareholders~~2.02 anof ~~Information~~Form ~~Statement on Schedule 14F~~8-~~1 (“Information~~K ~~Statement”)~~will ~~relating~~not tobe ~~Santos’~~incorporated ~~exercise~~by ofreference ~~its right to appoint~~into aany ~~majority~~filing ofunder the ~~members~~Securities ofAct ~~the Company’s Board~~ of ~~Directors~~1933, ~~and~~as ~~the~~amended, ~~Company~~unless ~~filed~~specifically ~~the~~identified ~~Information~~therein ~~Statement~~as ~~with~~being ~~the Securities and Exchange Commission. The Information Statement is~~ incorporated therein by ~~reference~~ ~~herein~~reference.

~~The Company issued a~~ITEM ~~press release on July 14, 2005 announcing the closing of the Amended IPA, which is furnished as Exhibit 99~~9.701. toFINANCIAL ~~this~~STATEMENTS ~~Form 8-K.~~AND EXHIBITS

~~Shareholders~~Filed ~~are~~herewith ~~urged~~is ~~to read~~ the Information Statement regarding the change in majority directors, because it contains important information. Shareholders may obtain a free copy of the Information Statement, as well as other filings containing information about the Company and Santos, without charge, at the SEC’s Internet site (httpfollowing:~~//www.sec.gov). When~~ it becomes available, copies of the proxy statement and the SEC filings that will be incorporated by reference in the proxy statement relating to the merger contemplated under the Amended Merger Agreement can also be obtained, without charge, by directing a request to the Company.

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Exhibit No.		Description

99.8		Press Release dated August 15, 2005

On July 13, 2005, concurrent with the closing of the Amended IPA referenced above, Marshall D. Lees and Douglas Kramer, who are officers and executives of Slough, resigned from the Board of Directors of the Company. Following such resignations the Board of Directors appointed John C. Ellice-Flint and Kathleen A. Hogenson to fill the two resulting vacancies on3

3SIGNATURE

Pursuant to the ~~Board~~requirement of ~~Directors. Both~~the ~~Mr. Ellice-Flint~~Securities ~~and Ms. Hogenson~~Exchange ~~are~~Act ~~officers and/or directors~~ of ~~Santos~~1934, ~~and/or its affiliates. Mr. Ellice-Flint and Ms. Hogenson will serve on~~ the ~~same~~Registrant ~~committees~~has ofduly ~~the~~caused ~~Board~~this ofreport ~~Directors~~to asbe ~~Messrs. Lees~~signed ~~and Kramer~~on ~~previously served: Mr. Ellice-Flint~~its ~~and~~behalf ~~Ms. Hogenson~~by ~~will serve on~~ the ~~Compensation~~undersigned ~~Committee,~~hereunto ~~and~~duly Mrauthorized. ~~Ellice-Flint will serve on the Nominating Committee.~~

Effective upon the expiration of 10 days after the later of the date of filing of the Information Statement with the SEC or the date of mailing of the Information Statement to the Company’s shareholders, the Board of Directors has also expanded by four the number of seats on the Board of Directors and appointed Benjamin H. Bates, Peter C. Wasow, Andrew L. Winter and Jonathon T. Young to the Board of Directors. Each of Messrs. Bates, Wasow, Winter and Young are officers and/or directors of Santos and/or its affiliates. The Board of Directors has not yet appointed any of Messrs. Bastes, Wasow, Winter or Young to any committee of the Board of Directors.

	TIPPERARY CORPORATON


	By:	/s/ David L. Bradshaw
		David L. Bradshaw, President,
		Chief Executive Officer and
		Chairman of the Board

Date: August 18, 2005

~~SIGNATURE~~EXHIBIT INDEX

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description

99.8		Press Release dated August 15, 2005

	TIPPERARY CORPORATON
	By:	/s/ David L. Bradshaw
		David L. Bradshaw, President,
		Chief Executive Officer and
		Chairman of the Board
Date: July 19, 2005

EXHIBIT INDEX

Exhibit No.		Description
99.7		Press Release

Date: August 18, 2005

Exhibit No.

Description

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