STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
PURSUANT TO SECTION 305(b)(2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17^th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

ANTERO RESOURCES FINANCE CORPORATION*
(Exact Name of Obligor as Specified in Its Charter)

Item 1. General Information. Furnish the following information as to the trustee:

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and State of Texas on the 21st of March, 2013.

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request thereof.

Consolidated Report of Condition of
Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2012, filed in accordance with 12 U.S.C. §161 for National Banks.

		Dollar Amounts In Millions

ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		$	22,460
Interest-bearing balances			105,937
Securities:
Held-to-maturity securities			0
Available-for-sale securities			203,661
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			46
Securities purchased under agreements to resell			30,783
Loans and lease financing receivables:
Loans and leases held for sale			29,991
Loans and leases, net of unearned income	745,960
LESS: Allowance for loan and lease losses	14,234
Loans and leases, net of unearned income and allowance			731,726
Trading Assets			34,637
Premises and fixed assets (including capitalized leases)			7,746
Other real estate owned			3,891
Investments in unconsolidated subsidiaries and associated companies			595
Direct and indirect investments in real estate ventures			11
Intangible assets
Goodwill			21,545
Other intangible assets			19,870
Other assets			53,226

Total assets		$	1,266,125

LIABILITIES
Deposits:
In domestic offices		$	918,331
Noninterest-bearing	253,411
Interest-bearing	664,920
In foreign offices, Edge and Agreement subsidiaries, and IBFs			76,108
Noninterest-bearing	1,821
Interest-bearing	74,287
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			17,247
Securities sold under agreements to repurchase			12,230
Trading liabilities			18,815
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)			39,654
Subordinated notes and debentures			16,747
Other liabilities			32,260

Total liabilities		$	1,131,392
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			519
Surplus (exclude all surplus related to preferred stock)			101,833
Retained earnings			24,167
Accumulated other comprehensive income			7,144
Other equity capital components			0

Total bank equity capital			133,663
Noncontrolling (minority) interests in consolidated subsidiaries			1,070

Total equity capital			134,733

Total liabilities, and equity capital		$	1,266,125

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


A National Banking Association (Jurisdiction of incorporation or organization if not a U.S. national bank)		94-1347393 (I.R.S. Employer Identification No.)
101 North Phillips Avenue Sioux Falls, South Dakota (Address of principal executive offices)		57104 (Zip Code)


Delaware (State or Other Jurisdiction of Incorporation or Organization)	1311 (Primary Standard Industrial Classification Code Number)	90-0522247 (I.R.S. Employer Identification Number)
1625 17th Street Denver, Colorado 80202 (303) 357-7310 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
6.0% Senior Notes due 2020 (Title of the indenture securities)

Exact Name of Registrant Guarantor(1)	State or Other Jurisdiction of Incorporation or Formation		IRS Employer Identification Number

Antero Resources LLC	Delaware	1311	90-0522242
Antero Resources Bluestone LLC	Delaware	1311	27-4033442
Antero Resources Appalachian Corporation	Delaware	1311	80-0162034


	Exhibit 1.		A copy of the Articles of Association of the trustee now in effect.*
	Exhibit 2.		A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**
	Exhibit 3.		See Exhibit 2
	Exhibit 4.		Copy of By-laws of the trustee as now in effect.***
	Exhibit 5.		Not applicable.
	Exhibit 6.		The consent of the trustee required by Section 321(b) of the Act.
	Exhibit 7.		A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.
	Exhibit 8.		Not applicable.
	Exhibit 9.		Not applicable.


John Stumpf		Directors
David Hoyt
Michael Loughlin


		WELLS FARGO BANK, NATIONAL ASSOCIATION
		/s/ PATRICK T. GIORDANO Patrick T. Giordano Vice President


		Very truly yours,
		WELLS FARGO BANK, NATIONAL ASSOCIATION
		/s/ PATRICK T. GIORDANO Patrick T. Giordano Vice President