S-8

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 4, 2004

REGISTRATION NO. 333-                    

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

QUICKSILVER RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2756163
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

777 West Rosedale Street, Fort Worth, Texas 76104

(817) 665-5000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Amended and Restated 1999 Stock Option and Rention Stock Plan
2004 Non-Employee Director Stock Option Plan

(Full title of the Plan)

Glenn Darden

777 West Rosedale Street, Fort Worth, Texas 76104

(817) 665-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Dean A. Tetirick

Cantey & Hanger, L.L.P.

2100 Burnett Plaza, 801 Cherry Street, Fort Worth, Texas 76102

(817) 877-2883

CALCULATION OF REGISTRATION FEE

Title of securities to be registered(1)(2)	Amount to be registered(3)	Proposed maximum offering price per share(4)		Proposed maximum aggregate offering price(4)		Amount of registration fee(4)
Amended and Restated 1999 Stock Option and Retention Stock Plan Common stock, $.01 par value	1,200,000 (1)	$	50.70	$	60,834,000	$	7,709
2004 Non-Employee Director Stock Option Plan Common stock, $.01 par value	250,000 (2)	$	50.60	$	12,649,174	$	1,603

(1) Effective May 18, 2004, the stockholders of the registrant approved an amendment and restatement of the registrant’s 1999 Stock Option and Retention Stock Plan, which amendment and restatement increased the number of shares reserved for issuance under the plan from 1,300,000 shares to 2,500,000 shares. The initial 1,300,000 reserved shares were registered on Form S-8 Registration Statement No. 333-94387 which became effective January 11, 2000. This registration statement covers the additional 1,200,000 reserved shares.

(2) On May 18, 2004, the stockholders of the registrant approved the registrant’s 2004 Non-Employee Director Stock Option Plan and the reservation of 250,000 shares for issuance thereunder. These shares consist of (i) 7,692 shares issuable upon exercise of options granted by the registrant under the plan at an exercise price of $47.50 and (ii) 242,308 shares issuable upon exercise of options to be granted in the future.

(3) This registration statement shall also cover any additional shares of common stock which become issuable upon exercise of the options described above by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of common stock of the registrant.

(4) Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rules 457(c) and (h)(1) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrant’s common stock, as reported on the New York Stock Exchange, on June 3, 2004 with respect to 1,442,308 shares and based on the price at which options may be exercised with respect to 7,692 shares.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1. Plan Information

        In accordance with Rule 428 under the Securities Act of 1933, as amended (the “1933 Act”), and the Note to Part I of Form S-8, the information required by this item has been omitted from this registration statement.

Item 2. Registrant Information and Employee Plan Information

        In accordance with Rule 428 under the 1933 Act and the Note to Part I of Form S-8, the information required by this item has been omitted from this registration statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        This registration statement incorporates herein by reference the following documents which have been filed with the Securities and Exchange Commission (or are being filed concurrently herewith) by Quicksilver Resources Inc. (the “Company”):

(a) The Company’s Annual Report on Form 10-K for the year ended December 31, 2003 (including information specifically incorporated by reference into such Form 10-K from the Company’s definitive Proxy Statement for its 2004 Annual Meeting of Stockholders);

(b) The Company’s Current Report on Form 8-K filed February 13, 2004;

(c) The Company’s Current Report on Form 8-K filed February 24, 2004;

(d) The Company’s Current Report on Form 8-K filed March 3, 2004;

(e) The Company’s Current Report on Form 8-K filed May 5, 2004;

(f) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2004; and

(g) The description of the Company’s common stock and preferred stock contained in its Form 8-A filed October 11, 2001.

        All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this registration statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities

      Not applicable.

Item 5. Interests of Named Experts and Counsel

      Not applicable.

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Item 6. Indemnification of Directors and Officers

        The Company is incorporated in Delaware. Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a Delaware corporation has the power, under specified circumstances, to indemnify its directors, officers, employees and agents in connection with actions, suits or proceedings brought against them by a third party or in the right of the corporation, by reason of the fact that they were or are such directors, officers, employees or agents, against expenses and liabilities incurred in any such action, suit or proceedings so long as they acted in good faith and in a manner that they reasonably believed to be in, or not opposed to, the best interests of such corporation, and with respect to any criminal action if they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of such corporation, however, indemnification is generally limited to attorneys’ fees and other expenses and is not available if such person is adjudged to be liable to such corporation unless the court determines that indemnification is appropriate. A Delaware corporation also has the power to purchase and maintain insurance for such persons. The Company’s restated certificate of incorporation and bylaws permit indemnification of directors and officers to the fullest extent permitted by Section 145 of the DGCL. Reference is made to the Company’s restated certificate of incorporation and bylaws.

        Additionally, the Company has acquired directors and officers insurance in the amount of $8,000,000, which includes coverage for liability under the federal securities laws.

        Section 102(b)(7) of the DGCL provides that a certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director provided that such provision may not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 (relating to liability for unauthorized acquisitions or redemptions of, or dividends on, capital stock) of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. The Company’s restated certificate of incorporation contains such a provision.

        The above discussion of the Company’s restated certificate of incorporation, bylaws and Sections 102(b)(7) and 145 of the DGCL is not intended to be exhaustive and is qualified in its entirety by such restated certificate of incorporation, bylaws and statutes.

Item 7. Exemption from Registration Claimed

      Not applicable.

Item 8. Exhibits

	Exhibit Number and Description	Page Number
5	Opinion and consent of Cantey & Hanger, L.L.P.	8
15	Awareness Letter of Deloitte & Touche LLP regarding unaudited interim financial information.	9
23.1	Consent of Deloitte & Touche LLP.	10
23.2	Consent of Cantey & Hanger, L.L.P. is contained in Exhibit 5.	—
24	Power of Attorney. Reference is made to page 6 of this registration statement.	—

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Item 9. Undertakings

    (a)        The undersigned registrant hereby undertakes:

    (1)        To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

    (i)        To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

    (ii)        To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in a form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

    (iii)        To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided,however, that the undertakings set forth in clauses (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

    (2)        That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (3)        To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

    (b)        The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (c)        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions set forth in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, County of Tarrant, State of Texas, on June 4, 2004.

QUICKSILVER RESOURCES INC.
By:	/s/ Glenn Darden
	Glenn Darden President and Chief Executive Officer

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POWER OF ATTORNEY

        Each individual whose signature appears below hereby designates and appoints Glenn Darden and Bill Lamkin, and each of them, any one of whom may act without the joinder of the other, as such person’s true and lawful attorney-in-fact and agents (the “Attorneys-in-Fact”) with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, which amendments may make such changes in this registration statement as any Attorney-in-Fact deems appropriate, and any registration statement relating to the same offering filed pursuant to Rule 462(b) under the Securities Act of 1933 and requests to accelerate the effectiveness of such registration statements, and to file each such amendment with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto such Attorneys-in-Fact and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that such Attorneys-in-Fact or either of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in their capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Thomas F. Darden Thomas F. Darden	Chairman of the Board and Director	June 4, 2004
/s/ Glenn Darden Glenn Darden	President, Chief Executive Officer and Director	June 4, 2004
/s/ Bill Lamkin Bill Lamkin	Executive Vice President and Chief Financial Officer	June 4, 2004
/s/ D. Wayne Blair D. Wayne Blair	Vice President and Controller	June 4, 2004
/s/ Steven M. Morris Steven M. Morris	Director	June 4, 2004
/s/ D. Randall Kent D. Randall Kent	Director	June 4, 2004
/s/ Anne Darden Self Anne Darden Self	Director	June 4, 2004
/s/ W. Yandell Rogers, III W. Yandell Rogers, III	Director	June 4, 2004
/s/ Mark Warner Mark Warner	Director	June 4, 2004

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EXHIBIT INDEX

	Exhibit Number and Description	Page Number
5	Opinion and consent of Cantey & Hanger, L.L.P.	8
15	Awareness Letter of Deloitte & Touche LLP regarding unaudited interim financial information.	9
23.1	Consent of Deloitte & Touche LLP.	10
23.2	Consent of Cantey & Hanger, L.L.P. is contained in Exhibit 5.	—
24	Power of Attorney. Reference is made to page 6 of this registration statement.	—

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EX-5

Exhibit 5

June 4, 2004

Quicksilver Resources Inc. 777
West Rosedale Street, Suite 300
Fort Worth, Texas 76104

      Re: Quicksilver Resources Inc.

Ladies and Gentlemen:

        We have assisted in the preparation and filing by Quicksilver Resources Inc. (the “Company”) of a Registration Statement on Form S-8, dated June 4, 2004 (the “Registration Statement”), relating to the sale or issuance of up to 1,450,000 shares (the “Shares”) of common stock, $0.01 par value (the “Common Stock”), of the Company, up to 1,200,000 shares of which is to be issued upon exercise of options to be granted to employees under the Company’s Amended and Restated 1999 Stock Option and Retention Stock Plan, and up to 250,000 shares of which is to be issued upon exercise of options which have been granted or will be granted to independent directors under the Company’s 2004 Non-Employee Director Stock Option Plan.

        Our opinion is limited in all respects to the substantive law of the Sate of Texas, the federal law of the United States, and the Delaware General Corporation Law, and we assume no responsibility as to the applicability thereto, or to the effect thereon, of the laws of any other jurisdiction.

        As counsel to the Company, we have examined the Registration Statement, the Company’s Restated Certificate of Incorporation, its Bylaws, and other corporate records of the Company and have made such other investigations as we have deemed necessary as a basis for the opinion hereinafter set forth. For purposes of this opinion we have assumed the genuineness of all signatures on all documents, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as copies and the correctness and accuracy of all facts set forth in all certificates and documents that we have examined.

        Based upon and subject to the foregoing, we are of the opinion that issuance of the Shares was duly authorized and the Shares will be, when issued in exchange for the consideration contemplated in the resolutions authorizing their issuance, validly issued, fully paid and nonassessable.

        This opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our name in the Registration Statement and consent to the filing of this opinion as an exhibit thereto.

Sincerely,

CANTEY & HANGER, L.L.P.
By:	/s/ Dean A. Tetirick
	Dean A. Tetirick, Partner

EX-15

Exhibit 15

June 4, 2004

Quicksilver Resources, Inc.
777 West Rosedale Street
Fort Worth, Texas 76104

We have made a review, in accordance with standards of the Public Company Accounting Oversight Board (United States), of the unaudited interim financial information of Quicksilver Resources, Inc. (the “Company”) and subsidiaries for the period ended March 31, 2004, and have issued our report thereon dated May 6, 2004; because we did not perform an audit, we expressed no opinion on that information.

We are aware that our report referred to above, which was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, is being incorporated by reference in this Registration Statement.

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

/s/ DELOITTE & TOUCHE LLP

Fort Worth, Texas

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement of Quicksilver Resources Inc. on Form S-8 of our report dated March 15, 2004 (which report expresses an unqualified opinion and includes explanatory paragraphs relating to the adoption of Statement of Financial Accounting Standard Nos. 133, Accounting for Derivative Instruments and Hedging Activities, on January 1, 2001, and 143, Accounting for Asset Retirement Obligations, on January 1, 2003) appearing in the Annual Report on Form 10-K of Quicksilver Resources Inc. for the year ended December 31, 2003.

/s/ DELOITTE & TOUCHE LLP

Fort Worth, Texas
June 4, 2004