As filed with the Securities and Exchange Commission on May 16, 2011.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PETROQUEST ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	72-1440714
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation or Organization)	Identification No.)

400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana 70508
(Address of Principal Executive Offices) (Zip Code)

PETROQUEST ENERGY, INC.
1998 INCENTIVE PLAN
(AS AMENDED AND RESTATED EFFECTIVE MAY 14, 2008)
(Full Title of the plan)

Name, Address and Telephone	Copy of Communications to:
Number of Agent for Service:
Daniel G. Fournerat	Robert G. Reedy
Executive Vice President, General Counsel,	E. James Cowen
Chief Administrative Officer and Secretary	Porter Hedges LLP
PetroQuest Energy, Inc.	100 Main Street, 36th Floor
400 E. Kaliste Saloom Road, Suite 6000	Houston, Texas 77002-6336
Lafayette, Louisiana 70508	(713) 226-6674
(337) 232-7028

     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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE
				Proposed
		Amount to	Proposed Maximum Offering	Maximum Aggregate	Amount of
	Title of Securities to be Registered (1)	be Registered(1)	Price per Share(2)	Offering Price(2)	Registration Fee
	Common Stock, par value $.001 per share	1,476,047(3)	$7.51	$11,085,113	$1,287

(1)	Pursuant to Rule 416(a), also registered hereunder is an indeterminate number of shares of common stock issuable as a result of the anti-dilution provisions of the PetroQuest Energy, Inc. 1998 Incentive Plan, as amended and restated effective May 14, 2008 (the “Plan”).
(2)	Pursuant to Rule 457(c), the registration fee is calculated on the basis of the average of the high and low sale prices for the common stock on the New York Stock Exchange on May 12, 2011, $7.51. Pursuant to General Instruction E to Form S-8, the registration fee is calculated only with respect to additional securities registered under the Plan.
(3)	Includes one preferred share purchase right (the “Rights”) for each share of common stock. Pursuant to Rule 457(g) of the Securities Act no separate fee is required for the Rights.

TABLE OF CONTENTS

	Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-5.1
EX-23.1
EX-23.2

Statement Under General Instruction E — Registration of Additional Securities

     This registration statement registers an additional 1,476,047 shares of our common stock related to the 1998 Incentive Plan, as amended and restated effective May 14, 2008, which are the same class as other securities for which registration statements on Form S-8, File No. 333-65401, File No. 333-52700, File No. 333-67578, File No. 333-88846, File No. 333-102758, File No. 333-134161 and File No. 333-151296 (the “Prior Registration Statements”), have been previously filed. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.

Item 8. Exhibits

Exhibit
No.	Description
4.1	PetroQuest Energy, Inc. 1998 Incentive Plan, as amended and restated effective May 14, 2008 (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 9, 2008).
*5.1	Opinion of Porter Hedges LLP with respect to the legality of the securities.
*23.1	Consent of Ernst & Young LLP, New Orleans, Louisiana
*23.2	Consent of Ryder Scott Company, L.P.
*23.3	Consent of Porter Hedges LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page of this registration statement).

* Filed herewith.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the 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 Lafayette, State of Louisiana, on this 16^th day of May, 2011.

PETROQUEST ENERGY, INC.
By:	/s/ Charles T. Goodson
	Charles T. Goodson,
	Chairman of the Board, Chief Executive Officer, President and Director

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles T. Goodson, J. Bond Clement and Daniel G. Fournerat, and each of them, either of whom may act without joinder of the other, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all pre- and post-effective amendments and supplements to this registration statement, and to file the same, or cause to be filed the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorneys-in-fact and agents, 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 he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of either of them, may lawfully do or cause to be done by virtue hereof.

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

Signature	Title	Date
/s/ Charles T. Goodson Charles T. Goodson	Chairman of the Board, Chief Executive Officer, President and Director (Principal Executive Officer)	May 16, 2011
/s/ J. Bond Clement J. Bond Clement	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)	May 16, 2011
/s/ Michael L. Finch Michael L. Finch	Director	May 16, 2011
/s/ W.J. Gordon, III W.J. Gordon, III	Director	May 16, 2011
/s/ Charles F. Mitchell, II, M.D. Charles F. Mitchell, II, M.D.	Director	May 16, 2011
/s/ E. Wayne Nordberg E. Wayne Nordberg	Director	May 16, 2011
/s/ William W. Rucks, IV William W. Rucks, IV	Director	May 16, 2011

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INDEX TO EXHIBITS

Exhibit
No.	Description
4.1	PetroQuest Energy, Inc. 1998 Incentive Plan, as amended and restated effective May 14, 2008 (incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 9, 2008).
*5.1	Opinion of Porter Hedges LLP with respect to the legality of the securities.
*23.1	Consent of Ernst & Young LLP, New Orleans, Louisiana
*23.2	Consent of Ryder Scott Company, L.P.
*23.3	Consent of Porter Hedges LLP (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page of this registration statement).

* Filed herewith.

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