Exhibit 99.3

QUICKSILVER RESOURCES INC.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND NOTES

	Page
Pro Forma Condensed Combined Balance Sheet as of June 30, 2008	3
Pro Forma Condensed Combined Statement of Income for the Six Months Ended June 30, 2008	4
Pro Forma Condensed Combined Statement of Income for the Year Ended December 31, 2007	5
Notes to Pro Forma Condensed Combined Financial Information	6

QUICKSILVER RESOURCES INC.

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND NOTES

UNAUDITED

Quicksilver Resources Inc. (“Quicksilver” or the “Company”) is an independent oil and gas company incorporated in the state of Delaware and headquartered in Fort Worth, Texas.  Quicksilver engages in the development, exploitation, exploration, acquisition and production and sale of natural gas, NGLs and crude oil as well as the marketing, processing and transmission of natural gas.  As of December 31, 2007, substantial portions of Quicksilver’s reserves are located in Texas, the Rocky Mountains and Alberta, Canada with U.S. offices in Fort Worth, Texas; Granbury, Texas; Cut Bank, Montana and a Canadian subsidiary, Quicksilver Resources Canada Inc. (“QRCI”) located in Calgary, Alberta.

On August 8, 2008, Quicksilver completed the acquisition of leasehold, royalty and midstream assets ( collectively “Alliance Assets”), associated with the Barnett Shale in northern Tarrant and southern Denton counties of Texas (“Alliance Asset Acquisition”), from various private parties including Chief Resources LP, Hillwood Oil & Gas L.P. and Collins and Young, L.L.C. (collectively “Sellers”) for consideration of $1 billion in cash and 10,400,468 shares of Quicksilver Resources common stock.  The cash portion of the purchase price was funded with net proceeds of $674.5 million from the issuance of a $700 million face value second-lien term loan facility and $326 million drawn on Quicksilver’s senior secured credit facility.  Preliminary post-close adjustments reduced Quicksilver’s senior secured credit facility borrowing by $10.0 million.

Unaudited pro forma financial information

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not purport to be indicative of the combined results of operations that would have actually occurred had the described transaction occurred on the indicated dates or that may be achieved in the future. However, management believes that the assumptions provide a reasonable basis for presenting the significant effect of the transaction and that the pro forma adjustments give appropriate effect to those assumptions.  The unaudited pro forma condensed combined financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in Quicksilver’s 2007 Annual Report on Form 10-K and its June 30, 2008 Quarterly Report on Form 10-Q, the unaudited combined statements of revenues and direct operating expenses for the Alliance Operations for the six months ended June 30, 2008 and 2007 and the audited combined statements of revenues and direct operating expenses for the Alliance Operations for the years ended December 31, 2007 and 2006 (Exhibits 99.1 and 99.2 included herein).

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QUICKSILVER RESOURCES INC.

PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2008

In thousands, except for share data - Unaudited

	Historical							Pro Forma
	Quicksilver			Pro Forma				Quicksilver
	Resources Inc.			Adjustments				Resources Inc.
ASSETS
Current assets
Cash and cash equivalents	$	2,329		$	990,487		(a)	$	1,316
					(991,500	)	(b)
Accounts receivable - net of allowance for doubtful accounts		116,301			-				116,301
Current deferred income tax asset		97,980			-				97,980
Other current assets		58,012			-				58,012
Total current assets		274,622			(1,013	)			273,609
Investment in BreitBurn Energy Partners		395,787			-				395,787
Property, plant and equipment
Oil and gas properties, full cost method
Proved oil and gas properties		1,920,507			787,918		(b)		2,708,425
Unproved oil and gas properties		293,312			436,917		(b)		730,229
Other property and equipment		488,827			30,025		(b)		518,852
Property, plant and equipment - net		2,702,646			1,254,860				3,957,506
Other assets		40,232			11,513		(a)		51,745
	$	3,413,287		$	1,265,360			$	4,678,647
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	209,815		$	-			$	209,815
Income taxes payable		104			-				104
Accrued liabilities		42,289			497		(b)		42,786
Derivative liabilities at fair value		297,087			-				297,087
Total current liabilities		549,295			497				549,792
Long-term debt		1,288,824			686,000		(a)		2,290,824
					316,000		(a)
Asset retirement obligations		26,326			771		(b)		27,097
Derivative liabilities at fair value		121,893			-				121,893
Other liabilities		10,609			-				10,609
Deferred income taxes		384,298			-				384,298
Deferred gain on sale of partnership interests		79,316			-				79,316
Minority interests in consolidated subsidiaries		29,098			-				29,098
Stockholders' equity
Preferred stock, par value $0.01, 10,000,000 shares authorized, none outstanding		-			-				-
Common stock, $0.01 par value, 400,000,000 shares authorized and
161,260,383 and 171,660,851 shares issued, respectively		1,613			104		(b)		1,717
Paid in capital in excess of par value		280,730			261,988		(b)		542,718
Treasury stock of  2,661,967 shares		(14,658	)		-				(14,658	)
Accumulated other comprehensive loss		(205,101	)		-				(205,101	)
Retained earnings		861,044			-				861,044
Total stockholders' equity		923,628			262,092				1,185,720
	$	3,413,287		$	1,265,360			$	4,678,647

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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QUICKSILVER RESOURCES INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2008

In thousands, except for per share data - Unaudited

	Quicksilver			Alliance						Quicksilver
	Resources Inc.			Operations		Pro Forma				Resources Inc.
	Historical			Historical		Adjustments				Pro Forma
Revenues
Natural gas, NGL and crude oil sales	$	356,503		$	61,658	$	-			$	418,161
Other		(985	)		630		-				(355	)
Total revenues		355,518			62,288		-				417,806
Operating expenses
Oil and gas production expense		66,090			9,116		-				75,206
Production and ad valorem taxes		4,867			3,515		-				8,382
Other operating costs		1,959			-		-				1,959
Depletion, depreciation and accretion		73,979			-		24,175		(c)		98,154
General and administrative		30,797			-		-		(d)		30,797
Total expenses		177,692			12,631		24,175				214,498
Operating income		177,826			49,657		(24,175	)			203,308
Equity loss from BreitBurn Energy Partners		4,050			-		-				4,050
Other income - net		(1,058	)		-		-				(1,058	)
Interest expense		26,298			-		36,070		(e)		62,368
Income before income taxes and minority interest		148,536			49,657		(60,245	)			137,948
Income tax expense		52,468			-		(3,775	)	(f)		48,693
Minority interest expense, net of income tax		1,496			-		-				1,496
Net income	$	94,572		$	49,657	$	(56,470	)		$	87,759
Earnings per common share - basic	$	0.60								$	0.52
Earnings per common share - diluted	$	0.56								$	0.49
Basic weighted average shares outstanding		157,807			-		10,400		(g)		168,207
Diluted weighted average shares outstanding		169,764			-		10,400		(g)		180,164

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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QUICKSILVER RESOURCES INC.

PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2007

In thousands, except for per share data - Unaudited

				Alliance						Quicksilver
	Quicksilver			Operations		Pro Forma				Resources Inc.
	Resources Inc.			Historical		Adjustments				Pro Forma
Revenues
Natural gas, NGL and crude oil sales	$	545,089		$	67,608	$	-			$	612,697
Other		16,169			1,002		-				17,171
Total revenues		561,258			68,610		-				629,868
Operating expenses
Oil and gas production expense		136,831			10,334		-				147,165
Production and ad valorem taxes		16,142			4,292		-				20,434
Other operating costs		2,792			-		-				2,792
Depletion, depreciation and accretion		120,697			-		55,858		(h)		176,555
General and administrative		47,060			-		-		(d)		47,060
Total expenses		323,522			14,626		55,858				394,006
Income from equity affiliates		661			-		-				661
Gain on sale of oil and gas properties		628,709			-		-				628,709
Loss on natural gas sales contract		(63,525	)		-		-				(63,525	)
Operating income		803,581			53,984		(55,858	)			801,707
Other income - net		(3,887	)		-		-				(3,887	)
Interest expense		70,527			-		71,283		(i)		141,810
Income before income taxes and minority interest		736,941			53,984		(127,141	)			663,784
Income tax expense		256,508			-		(26,081	)	(j)		230,427
Minority interest expense, net of income tax		1,055			-		-				1,055
Net income	$	479,378		$	53,984	$	(101,060	)		$	432,302
Earnings per common share - basic	$	3.08								$	2.61
Earnings per common share - diluted	$	2.86								$	2.43
Basic weighted average shares outstanding		155,475			-		10,400		(k)		165,875
Diluted weighted average shares outstanding		168,029			-		10,400		(k)		178,429

The accompanying notes are an integral part of these pro forma condensed combined financial statements.

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QUICKSILVER RESOURCES INC.

NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

UNAUDITED

Pro forma balance sheet

The unaudited pro forma condensed combined balance sheet as of June 30, 2008 is based on the historical unaudited condensed consolidated balance sheet of Quicksilver as of June 30, 2008.  The pro forma condensed combined balance sheet gives effect to the Alliance Asset Acquisition and related transactions as if such acquisition had occurred on June 30, 2008.

(a)   Pro forma adjustment to reflect proceeds of $686.0 million from borrowings under the Company’s $700 million second lien term loan facility at 98% of face value, debt issuance costs of $11.5 million funded from those borrowings and recorded in other assets to be amortized over the life of the debt.  The pro forma adjustment also reflects borrowings of $326.0 million under the Company’s senior secured credit facility and subsequent repayment of $10.0 million of borrowings under the senior secured credit facility from cash received in preliminary post-close settlement subsequent to the close date.

(b)   Reflects payment of $990.0 million and issuance of 10,400,468 shares of Quicksilver common stock to Sellers for the Alliance Assets.  The acquisition of the Alliance Assets will be accounted for as a purchase with the following preliminary allocation of the purchase price:

(in thousands)
Purchase price:
Cash paid to Sellers	$	1,000,000
Cash received from post-closing settlement		(10,000	)
Cash paid for acquisition-related expenses		1,500
Total cash		991,500
Shares issued to Sellers		262,092
Total purchase price	$	1,253,592
Allocation of purchase price:
Oil and gas properties - proved	$	787,918
Oil and gas properties - unproved		436,917
Midstream assets		30,025
Liabilities assumed		(497	)
Asset retirement obligations		(771	)
	$	1,253,592

Pro forma statements of income

The unaudited pro forma combined statement of income for the six months ending June 30, 2008 is based on the unaudited condensed consolidated financial statements for Quicksilver for the six months ended June 30, 2008 and the unaudited combined statement of revenues and direct operating expenses for the Alliance Operations for the six months ended June 30, 2008.  The unaudited pro forma condensed combined statement of income for the year ended December 31, 2007 is based on the audited consolidated financial statements for Quicksilver for the year ended December 31, 2007 and the audited combined statement of revenues and direct operating expenses of the Alliance Operations for the year ended December 31, 2007.  The pro forma condensed combined financial information gives effect to the following events as if each had occurred on January 1, 2007.

·   the proceeds of $686.0 million from issuance of the $700 million second lien term loan facility and debt issuance costs of $11.5 million funded from those borrowings and recorded in other assets to be amortized over the life of the debt; borrowings of $326.0 million under Quicksilver’s senior secured credit facility and subsequent repayment of an estimated $10.0 million of borrowings under the senior secured credit facility from cash received in preliminary post-close settlement subsequent to the close date;

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·   the issuance of 10,400,468 shares of Quicksilver common stock at the August 8, 2008 closing market price of $25.20 per common share; and

·   the acquisition of the Alliance Assets.

(c)   Pro forma adjustment to depletion for the six months ended June 30, 2008 giving effect to considerations including the net historical cost for existing oil and gas properties, estimated valuation of the Alliance oil and gas properties, estimated proved reserves owned after the Alliance Asset Acquisition and pro forma production during the period.  Additionally, the pro forma adjustment includes depreciation on the acquired midstream assets and accretion for all Alliance Assets.

(d)   Management does not expect to incur incremental general and administrative expenses as a result of the Alliance Acquisition.

(e)   Pro forma adjustment to include interest expense associated with the $700 million second lien loan term facility, with an assumed interest rate of 7.75%, and $316 million of net borrowings under Quicksilver’s senior secured credit facility, with an assumed interest rate of 4.09% for the six months ended June 30, 2008.

(f)   Pro forma adjustment to amend the provision for income taxes with respect to the Alliance Assets and associated transactions at an effective U.S. tax rate of 35.7%.

(g)   Pro forma weighted average basic and diluted shares outstanding and earnings per share were calculated as follows:

	Quicksilver		Alliance					Quicksilver
	Resources Inc.		Operations		Pro Forma			Resources Inc.
	Historical		Historical		Adjustments			Pro Forma
	(In thousands, except per share data)
Net income	$	94,572	$	49,657	$	(56,470	)	$	87,759
Impact of assumed conversions – interest on 1.875% convertible debentures, net of income taxes		950		-		-			950
Income available to stockholders assuming conversion of convertible debentures	$	95,522	$	49,657	$	(56,470	)	$	88,709
Weighted average common shares – basic		157,807		-		10,400			168,207
Effect of dilutive securities:
Employee stock options		742				-			742
Employee stock and stock unit awards		1,399				-			1,399
Contingently convertible debentures		9,816				-			9,816
Weighted average common shares – diluted		169,764				10,400			180,164
Earnings per common share - basic	$	0.60						$	0.52
Earnings per common share - diluted	$	0.56						$	0.49

(h)  Pro forma adjustment to depletion for the year ended December 31, 2007 giving effect to considerations including the net historical cost for existing oil and gas properties, estimated valuation of the Alliance oil and gas properties, estimated proved reserves owned after the Alliance Asset Acquisition and pro forma production during the period.  Additionally, the pro forma adjustment includes depreciation on the acquired midstream assets and accretion for all Alliance Assets.

(i)   Pro forma adjustment to include interest expense associated with the $700 million second lien loan term facility, with an assumed average interest rate of 7.75%, and $316 million of net borrowings under Quicksilver’s senior secured credit facility, with an average interest rate of 4.09% for the year ended December 31, 2007.

(j)   Pro forma adjustment to amend the provision for income taxes with respect to the Alliance Assets and associated transactions at an effective U.S. tax rate of 35.7%.

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(k)   Pro forma weighted average basic and diluted shares outstanding and earnings per share were calculated as follows:

	Quicksilver		Alliance					Quicksilver
	Resources Inc.		Operations		Pro Forma			Resources Inc.
	Historical		Historical		Adjustments			Pro Forma
	(In thousands, except per share data)
Net income	$	479,378	$	53,984	$	(101,060	)	$	432,302
Impact of assumed conversions – interest on 1.875% convertible debentures, net of income taxes		1,901		-		-			1,901
Income available to stockholders assuming conversion of convertible debentures	$	481,279	$	53,984	$	(101,060	)	$	434,203
Weighted average common shares – basic		155,475		-		10,400			165,875
Effect of dilutive securities:
Employee stock options		1,326				-			1,326
Employee stock and stock unit awards		1,412				-			1,412
Contingently convertible debentures		9,816				-			9,816
Weighted average common shares – diluted		168,029				10,400			178,429
Earnings per common share - basic	$	3.08						$	2.61
Earnings per common share - diluted	$	2.86						$	2.43

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