8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
May 9, 2005

PETROQUEST ENERGY, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	72-1440714
(State of Incorporation)	(I.R.S. Employer Identification No.)
400 E. Kaliste Saloom Rd., Suite 6000
Lafayette, Louisiana	70508
(Address of principal executive offices)	(Zip code)

Commission File Number: 0-019020

Registrant’s telephone number, including area code: (337) 232-7028

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into Material Definitive Agreement.

Acquisition of Assets in Oklahoma

      On May 3, 2005, the Company amended two of the four previously announced purchase and sale agreements to acquire assets located in the Arkoma Basin of Oklahoma. These two purchase and sale agreements, which relate to gas properties and a gathering system located in the Haywood area in Pittsburg County, Oklahoma, were amended to extend the closing deadline from May 6, 2005 to May 11, 2005.

Item 8.01 Other Events

Private Placement of Senior Notes

      On May 9, 2005, PetroQuest Energy, Inc. (the “Company”) announced that it has priced a private placement of $125 million in aggregate principal amount of 10.375% Senior Notes due 2012. The notes were priced at 98.783% of their face value to yield 10.625%. The notes will be fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Company intends to use the net proceeds from the private placement to repay amounts under its existing credit facilities, to fund acquisitions and for general corporate purposes. A copy of the press release announcing the pricing of the private placement is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

      (c) Exhibits:

99.1 Press Release dated May 9, 2005

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PETROQUEST ENERGY, INC.
Date: May 9, 2005	/s/ Daniel G. Fournerat
		Daniel G. Fournerat
		Senior Vice President, General
		Counsel and Secretary

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated May 9, 2005

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EX-99.1

EXHIBIT 99.1

NEWS RELEASE

For further information, contact:	W. Todd Zehnder, Director – Corporate Communications & Marketing
	(337) 232-7028, www.petroquest.com

PETROQUEST ENERGY ANNOUNCES PRICING OF
$125 MILLION PRIVATE PLACEMENT OF 10.375% SENIOR NOTES DUE 2012

LAFAYETTE, LA – May 9, 2005 – PetroQuest Energy, Inc. (NASDAQ: PQUE) announced today that it has priced a private placement of $125 million in aggregate principal amount of 10.375% Senior Notes due 2012. The notes were priced at 98.783% of their face value to yield 10.625%. The notes will be fully and unconditionally guaranteed by certain of PetroQuest’s subsidiaries. PetroQuest intends to use the net proceeds from the private placement to repay amounts under its existing credit facilities, to fund acquisitions and for general corporate purposes.

The notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements of the Securities Act. The Company plans to offer and issue the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

About the Company
PetroQuest Energy, Inc. is an independent energy company engaged in the exploration, development, acquisition and production of oil and natural gas reserves in the Gulf Coast Basin, Texas and Oklahoma. PetroQuest trades on the Nasdaq National Market under the ticker symbol “PQUE.”

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our estimate of the sufficiency of our existing capital sources, our ability to raise additional capital to fund cash requirements for future operations, the uncertainties involved in estimating quantities of proved oil and natural gas reserves, in prospect development and property acquisitions and in projecting future rates of production, the timing of development expenditures and drilling of wells, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports PetroQuest has filed with the Securities and Exchange Commission. PetroQuest undertakes no duty to update or revise these forward-looking statements.