FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Blackstone Group L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/12/2011 

3. Issuer Name and Ticker or Trading Symbol

SARATOGA RESOURCES INC /TX [SARA]

(Last)        (First)        (Middle)

C/O THE BLACKSTONE GROUP L.P., 345 PARK AVENUE,

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10154       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

7/21/2011 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


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   2982321   I   See Footnotes   (1) (2) (3) (4) (5) (6) (7)
Common Stock   1017679   I   See Footnotes   (1) (2) (3) (4) (5) (6) (7)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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

Explanation of Responses:
( 1)  The original Form 3 erroneously included GSO Capital Partners LP and GSO Advisors L.L.C. as reporting persons. This amendment is filed to remove GSO Capital Partners LP and GSO Advisors L.L.C. as reporting persons and to add Blackstone / GSO Capital Solutions Overseas Associates LLC, which was inadvertently omitted from the original Form 3, as a reporting person.
( 2)  Blackstone / GSO Capital Solutions Fund LP and Blackstone / GSO Capital Solutions Overseas Master Fund L.P. (collectively, the "GSO Funds") are the record holders of 2,982,321 and 1,017,679 shares of Common Stock, $0.001 par value, (the "Common Stock") of the Issuer, respectively.
( 3)  Blackstone / GSO Capital Solutions Associates LLC is the general partner of Blackstone / GSO Capital Solutions Fund LP. GSO Holdings I L.L.C. is the managing member of Blackstone / GSO Capital Solutions Associates LLC. Each of Blackstone / GSO Capital Solutions Associates LLC and GSO Holdings I L.L.C. may be deemed to share beneficial ownership of the Common Stock held of record by Blackstone / GSO Capital Solutions Fund LP. Blackstone / GSO Capital Solutions Overseas Associates LLC is the general partner of Blackstone / GSO Capital Solutions Overseas Master Fund L.P. GSO Holdings I L.L.C. is the managing member of Blackstone / GSO Capital Solutions Overseas Associates LLC. Each of Blackstone / GSO Capital Solutions Overseas Associates LLC and GSO Holdings I L.L.C. may be deemed to share beneficial ownership of the Common Stock held of record by Blackstone / GSO Capital Solutions Overseas Master Fund L.P.
( 4)  GSO Capital Partners LP is the investment manager of each of the GSO Funds. GSO Advisor Holdings L.L.C. is the general partner of GSO Capital Partners LP.
( 5)  Blackstone Holdings I L.P. is a managing member of GSO Holdings I L.L.C. and the sole member of GSO Advisor Holdings L.L.C., and in such capacities may be deemed to share beneficial ownership of the Common Stock beneficially held by each of GSO Holdings I L.L.C. and GSO Advisor Holdings L.L.C. Blackstone Holdings I/II GP Inc. is the general partner of Blackstone Holdings I L.P., and in such capacity may be deemed to share beneficial ownership of the Common Stock beneficially held by Blackstone Holdings I L.P. The Blackstone Group L.P. is the controlling shareholder of Blackstone Holdings I/II GP Inc., and in such capacity may be deemed to share beneficial ownership of the Common Stock beneficially held by Blackstone Holdings I/II GP Inc. Blackstone Group Management L.L.C. is the general partner of The Blackstone Group L.P., and in such capacity may be deemed to share beneficial ownership of the Common Stock beneficially held by The Blackstone Group L.P.
( 6)  Stephen A. Schwarzman is the founding member of Blackstone Group Management L.L.C., and in such capacity may be deemed to share beneficial ownership of the Common Stock beneficially held by Blackstone Group Management L.L.C. In addition, each of Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover may be deemed to have shared voting power and/or investment control with respect to the Common Stock held by the GSO Funds.
( 7)  Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each of the Reporting Persons, other than the GSO Funds as to their direct holdings of Common Stock, disclaims beneficial ownership of the securities held by the GSO Funds except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than the GSO Funds as to their direct holdings of Common Stock, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.

Remarks:
Due to the limitations of the electronic filing system, Blackstone/GSO Capital Solutions Fund L.P., Blackstone/GSO Capital Solutions Overseas Master Fund L.P., Blackstone/GSO Capital Solutions Associates LLC, Blackstone/GSO Capital Solutions Overseas Associates LLC, Bennett J. Goodman, J. Albert Smith III and Douglas I. Ostrover are filing a separate Form 3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Blackstone Group L.P.
C/O THE BLACKSTONE GROUP L.P.
345 PARK AVENUE,
NEW YORK, NY 10154

X

GSO Holdings I LLC
C/O GSO CAPITAL PARTNERS LP
345 PARK AVENUE, 31ST FLOOR
NEW YORK, NY 10154

X

Blackstone Holdings I L.P.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE 31ST FLOOR
NEW YORK, NY 10154

X

Blackstone Holdings I/II GP Inc
C/O THE BLACKSTONE GROUP
345 PARK AVENUE 31ST FLOOR
NEW YORK, NY 10154

X

Blackstone Group Management L.L.C.
C/O THE BLACKSTONE GROUP
345 PARK AVENUE 31ST FLOOR
NEW YORK, NY 10154

X

SCHWARZMAN STEPHEN A
C/O THE BLACKSTONE GROUP
345 PARK AVENUE 31ST FLOOR
NEW YORK, NY 10154

X


Signatures
GSO Holdings I L.L.C. By: John G. Finley, Chief Legal Officer 2/5/2015
** Signature of Reporting Person Date

Blackstone Holdings I L.P. By: Blackstone Holdings I/II GP Inc., its general partner By: John G. Finley, Chief Legal Officer 2/5/2015
** Signature of Reporting Person Date

Blackstone Holdings I/II GP Inc. By: John G. Finley, Chief Legal Officer 2/5/2015
** Signature of Reporting Person Date

The Blackstone Group L.P. By: John G. Finley, Chief Legal Officer 2/5/2015
** Signature of Reporting Person Date

Blackstone Group Management L.L.C. By: John G. Finley, Chief Legal Officer 2/5/2015
** Signature of Reporting Person Date

/s/ Stephen A. Schwarzman 2/5/2015
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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