UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended March 31, 20102011

or

For the transition period fromto

Commission File Number: 001-32886

CONTINENTAL RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (580) 233-8955

Former name, former address and former fiscal year, if changed since last report: Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d)15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

169,967,432180,533,094 shares of our $0.01 par value common stock were outstanding on April 30, 2010.May 2, 2011.

Table of Contents

When we refer to “us,” “we,” “ours,“our,” “Company,” or “Continental” we are describing Continental Resources, Inc. and / and/or our subsidiary.subsidiaries.

Glossary of Crude oilOil and Natural Gas Terms

The terms defined in this section are used throughout this report:report.

“Bbl.” One stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or natural gas liquids.

“Bcf.” One billion cubic feet of natural gas.

“Boe.” Barrels of crude oil equivalent, with six thousand cubic feet of natural gas being equivalent to one barrel of crude oil.oil based on the average equivalent energy content of the two commodities.

“Boepd” Barrels of crude oil equivalent per day.

“Bopd” Barrels of crude oil per day.

“Completion.” The process of treating a drilled well followed by the installation of permanent equipment for the production of crude oil or natural gas, or crude oil, or in the case of a dry hole, the reporting of abandonment to the appropriate agency.

“Conventional play” An area that is believed to be capable of producing crude oil and natural gas occurring in discrete accumulations in structural and stratigraphic traps.

“DD&A.” Depreciation, depletion, amortization and accretion.

“Developed acreage.” The number of acres that are allocated or assignable to productive wells or wells capable of production.

“Development well” A well drilled within the proved area of a crude oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

“Dry hole.” AExploratory or development well found to be incapable of producing hydrocarbonsthat does not produce crude oil and/or natural gas in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.economically producible quantities.

“Enhanced recovery.” The recovery of crude oil and natural gas through the injection of liquids or gases into the reservoir, supplementing its natural energy.reservoir. Enhanced recovery methods are often applied when production slows due to depletion of the natural pressure.

“Exploratory well” A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of crude oil or natural gas in another reservoir.

“Field.” An area consisting of a single reservoir or multiple reservoirs all grouped on, or related to, the same individual geological structural feature or stratigraphic condition. The field name refers to the surface area, although it may refer to both the surface and the underground productive formations.

“FIF0.” (First in/First out) A cost flow assumption where the first (oldest) costs are assumed to flow out first. This means the latest (recent) costs remain on hand.

“Formation.” A layer of rock which has distinct characteristics that differsdiffer from nearby rock.

“Horizontal drilling.” A drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.

“Injection well” A well into which liquids or gases are injected in order to “push” additional crude oil or natural gas out of underground reservoirs and into the wellbores of producing wells. Typically considered an enhanced recovery process.

“MBbl.” One thousand barrels of crude oil, condensate or natural gas liquids.

“MBoe” One thousand Boe.

“Mcf.” One thousand cubic feet of natural gas.

“MBoeMcfd”.” One thousand Boe.

“MMBoe.” One million Boe. Mcf per day.

“MMBtu.” One million British thermal units.

“MMcf.” One million cubic feet of natural gas.

“MMMBtu.” One billion British thermal units.

“NYMEX.” The New York Mercantile Exchange.

“Play.” A portion of the exploration and production cycle following the identification by geologists and geophysicists of areas with potential crude oil and natural gas reserves.

“Productive well” A well that is found to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceed production expenses and taxes.

“Prospect” A potential geological feature or formation which geologists and geophysicists believe may contain hydrocarbons. A prospect can be in various stages of evaluation, ranging from a prospect that has been fully evaluated and is ready to drill to a prospect that will require substantial additional seismic data processing and interpretation.

“Proved developed reserves” Reserves that can be expected to be recovered through existing wells with existing equipment and operating methods.

“Proved reserves.” TheseThe quantities of crude oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs and under existing economic conditions, operating methods, and government regulations prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain.

“Proved undeveloped reserves”or“PUD.” Proved reserves that are expected to be recovered from new wells on undrilled acreage or from existing wells where a relatively major expenditure is required for recompletion.

“Reservoir.” A porous and permeable underground formation containing a natural accumulation of producible crude oil and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

“Royalty interest” Refers to the ownership of a percentage of the resources or revenues that are produced from a crude oil or natural gas property. A royalty interest owner does not bear any of the exploration, development, or operating expenses associated with drilling and producing a crude oil or natural gas property.

“Unconventional play” An area that is believed to be capable of producing crude oil and/or natural gas occurring in accumulations that are regionally extensive, but require recently developed technologies to achieve profitability. These areas tend to have low permeability and may be closely associated with source rock as is the case with gas shale, tight oil and gas sands and coalbed methane.

“Undeveloped acreage” Lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of crude oil and/or natural gas.

“Unit.” The joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

“Working interest” The right granted to the lessee of a property to explore for and to produce and own crude oil, natural gas, or other minerals. The working interest owners bear the exploration, development, and operating costs on either a cash, penalty, or carried basis.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements and information in this report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this report are forward-looking statements. When used in this report, the words “could,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Forward-looking statements are based on the Company’s current expectations and assumptions about future events and currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the headingItem 1A. Risk Factors included in this report and in our Annual Report on Form 10-K for the year ended December 31, 2010.

Without limiting the generality of the foregoing, certain statements incorporated by reference, if any, or included in this report constitute forward-looking statements.

Forward-looking statements may include statements about:

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for, and development, production, and sale of, crude oil and natural gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating crude oil and natural gas reserves and in projecting future rates of production, cash flows and access to capital, the timing of development expenditures, and the other risks described underPart II,Item 1A. Risk Factors in this report, our Annual Report on Form 10-K for the year ended December 31, 2010, registration statements filed from time to time with the SEC, and other announcements we make from time to time.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof.

Should one or more of the risks or uncertainties described in this report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements to reflect events or circumstances after the date of this report.

PART I. Financial Information

Continental Resources, Inc. and SubsidiarySubsidiaries

Condensed Consolidated Balance Sheets

The accompanying notes are an integral part of these condensed consolidated financial statements.

Continental Resources, Inc. and SubsidiarySubsidiaries

Unaudited Condensed Consolidated Statements of Operations

The accompanying notes are an integral part of these condensed consolidated financial statements.

Continental Resources, Inc. and SubsidiarySubsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

The accompanying notes are an integral part of these condensed consolidated financial statements.

Continental Resources, Inc. and SubsidiarySubsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these condensed consolidated financial statements.

Continental Resources, Inc. and SubsidiarySubsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1. Organization and Nature of Business

Description of Company

Continental Resources, Inc.’sContinental’s principal business is crude oil and natural gas exploration, development and production. Continental’sproduction with operations are primarily in the North, South, and East regions of the United States. The North region consists of properties north of Kansas and west of the Mississippi river and includes North Dakota Bakken, Montana Bakken, the Red River units and the Niobrara play in Colorado and Wyoming. The South region includes Kansas and all properties south of Kansas and west of the Mississippi river including the Anadarko Woodford and Arkoma Woodford plays in Oklahoma. The East region consists of properties east of the Mississippi river including the Illinois Basin and the state of Michigan.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of presentation

The consolidated financial statements include the accounts of Continental and its wholly owned subsidiaries after all significant inter-company accounts and transactions have been eliminated.

This report has been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to interim financial information. Because this is an interim period filing presented using a condensed format, it does not include all of the disclosures required by accounting principles generally accepted in the United States (“U.S. GAAP”), although the Company believes that the disclosures are adequate to make the information not misleading. You should read this Form 10-Q along with the Company’s Annual Report on Form 10-K for the year ended December 31, 20092010 (“20092010 Form 10-K”), which includes a summary of the Company’s significant accounting policies and other disclosures.

The financial statements as of March 31, 20102011 and for the three month periods ended March 31, 20102011 and 20092010 are unaudited. The Condensed Consolidated Balance Sheetcondensed consolidated balance sheet as of December 31, 20092010 was derived from the audited balance sheet filed in the 20092010 Form 10-K. The Company has evaluated events or transactions through the date this report on Form 10-Q was filed with the SEC in conjunction with its preparation of these financial statements.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The most significant of the estimates and assumptions that affect reported results is the estimate of the Company’s crude oil and natural gas reserves, which is used to compute depreciation, depletion, amortization and impairment on producing crude oil and natural gas properties. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation in accordance with accounting principles generally accepted in the United States of AmericaU.S. GAAP have been included in these unaudited interim condensed consolidated financial statements. The results of operations for any interim period are not necessarily indicative of the results of operations that may be expected for any other interim period or for the entire year.

Inventories

Inventories are stated at the lower of cost or market. Inventoriesmarket and consist of the following:

As of March 31, 2010, our total crudeCrude oil inventory of 347,000 barrels valued at $14.7 million consisted of approximately 267,000 barrels of line fill requirements and 80,000 barrels of temporarily stored crude oil. As of December 31, 2009, our total crude oil inventory of 398,000 barrels valued at $14.7 million consisted of approximately 253,000 barrels of line fill requirements and 145,000 barrels of temporarily stored crude oil. Inventories,inventories, including line fill, are valued at the lower of cost or market using the FIFOfirst-in, first-out inventory method. Crude oil inventories consist of the following volumes:

The 8 ¹/4% Senior Subordinated Notes due 2019 – On September 23, 2009, the Company issued Senior Notes due 2019 (the “Notes”“2019 Notes”), which carry a coupon rate of 8.25%the 7 ³/8% Senior Notes due 2020 (the “2020 Notes”), and were sold at a discount (99.16% of par), which equates to an effective yield to maturity of approximately 8.375%. The Company received net proceeds of approximately $289.7 million after deducting the underwriters’ discounts and offering expenses. The net proceeds were used to repay a portion of7 ¹/8% Senior Notes due 2021 (the “2021 Notes”) (collectively, the borrowings outstanding under our revolving credit facility.

The Notes“Notes”) will mature on October 1, 2019, October 1, 2020, and interest is payableApril 1, 2021, respectively. Interest on the Notes is payable semi-annually on each April 1 and October 1 beginningof each year, with interest on the 2021 Notes having commenced on April 1, 2010.2011. The Company has the option to redeem all or a portion of the 2019 Notes, 2020 Notes, and 2021 Notes at any time on or after October 1, 2014, October 1, 2015, and April 1, 2016, respectively, at the redemption priceprices specified in the Indenture dated September 23, 2009 (the “Indenture”Notes’ respective indentures (together, the “Indentures”) plus accrued and unpaid interest. The Company may also redeem the Notes, in whole or in part, at athe “make-whole” redemption priceprices specified in the Indenture,Indentures plus accrued and unpaid interest at any time prior to October 1, 2014.2014, October 1, 2015, and April 1, 2016 for the 2019 Notes, 2020 Notes, and 2021 Notes, respectively. In addition, the Company may redeem up to 35% of the 2019 Notes, 2020 Notes, and 2021 Notes prior to October 1, 2012, October 1, 2013, and April 1, 2014, respectively, under certain circumstances with the net cash proceeds from certain equity offerings. The Indenture containsNotes are not subject to any mandatory redemption or sinking fund requirements.

The Indentures contain certain restrictions on ourthe Company’s ability to incur additional debt, pay dividends on our common stock, make certain investments, create certain liens on our assets, engage in certain transactions with our affiliates, transfer or sell certain assets, consolidate or merge, or sell substantially all of ourthe Company’s assets. These covenants are subject to a number of important exceptions and qualifications. The Company was in compliance with these covenants as ofat March 31, 2010. The Notes are not subject to any sinking fund requirements. Our subsidiary,2011. One of the Company’s subsidiaries, Banner Pipeline Company, L.L.C., which currently has no independent assets or operations, fully and unconditionally guarantees this debt.the Notes. The Company’s other subsidiary, whose assets and operations are minor, does not guarantee the Notes.

Note 7. Commitments and Contingencies

Drilling Commitments.commitments – As of March 31, 2010,2011, the Company had onevarious drilling contract that expiresrig contracts with various terms extending through June 2012. These contracts were entered into in August 2011. This commitment isthe ordinary course of business to ensure rig availability to allow the Company to execute its business objectives in its key strategic plays. These drilling commitments are not recorded in the accompanying condensed consolidated balance sheets. Future commitments as of March 31, 2011 total approximately $65 million, of which $57 million is for contracts that expire in 2011 and $8 million is for contracts that expire in 2012.

Fracturing and well stimulation services arrangement – In August 2010, the Company entered into an agreement with a third party whereby the third party will provide, on a take-or-pay basis, hydraulic fracturing services and related equipment to service certain of the Company’s properties in North Dakota and Montana. The arrangement has a term of three years, beginning in October 2010, with two one-year extensions available to the Company at its discretion. Pursuant to the take-or-pay arrangement, the Company is to pay a fixed rate per day for a minimum number of days per calendar quarter over the three-year term regardless of whether or not the services are $12.3provided. The arrangement also stipulates that the Company will bear the cost of certain products and materials used. Fixed commitments amount to $4.9 million per quarter, or $19.5 million annually, for total future commitments of $58.5 million over the three-year term. Future commitments remaining as of March 31, 2011 amount to $48.7 million. The commitments under this arrangement are not recorded in the accompanying condensed consolidated balance sheets.

Delivery commitments –In 2010, the Company signed a throughput and deficiency agreement with a third party crude oil pipeline company committing to ship 10,000 barrels of crude oil per day for five years at a tariff of $1.85 per barrel. The third party system is scheduled to commence operations late in the second quarter of 2011. The Company will use this system to move some of its North region crude oil to market.

Employee retirement plan.plan – The Company maintains a defined contribution retirement plan for its employees and makes discretionary contributions to the plan, up to the contribution limits established by the Internal Revenue Service, based on a percentage of each eligible employee’s compensation. During the three months ended March 31, 2010, and the year ended December 31, 2009, contributions to the plan were 5% of eligible employees’ compensation, excluding bonuses. ExpenseEffective January 1, 2011, the Company’s contributions to the plan represent 3% of eligible employees’ compensation, including bonuses, in addition to matching 50% of eligible employees’ contributions up to 6%. Expenses associated with the plan amounted to $0.9 million and $0.3 million for the three months ended March 31, 2011 and 2010, respectively.

Continental Resources, Inc. and 2009 was $0.3 million.Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements – continued

Employee health claims.claims – The Company self insuresself-insures employee health claims up to the first $125,000 per employee.employee per year. The Company self insuresself-insures employee workers’ compensation claims up to the first $250,000 per employee.employee per claim. Any amounts paid above these levels are reinsured through third-party providers. The Company accrues for claims that have been incurred but not yet reported based on a review of claims filed versus expected claims based on claims history. At March 31, 2010 and December 31, 2009, theThe accrued liability for health and worker’sworkers’ compensation claims was $1.2$2.1 million and $1.3$1.9 million at March 31, 2011 and December 31, 2010, respectively.