S-8

As filed with the Securities and Exchange Commission on May 30, 2008.

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
(State or Other Jurisdiction
of Incorporation or Organization) 72-1440714
(I.R.S. Employer
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 Executive Vice President, General Counsel, Chief Administrative Officer and Secretary PetroQuest Energy, Inc. 400 E. Kaliste Saloom Road, Suite 6000 Lafayette, Louisiana 70508 (337) 232-7028	Robert G. Reedy Porter & Hedges, L.L.P. 100 Main Street, 36th Floor Houston, Texas 77002-6336 (713) 226-6674

     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 the 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		900,592	(3)	$	21.30	$	19,182,610	$	754

(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 29, 2008, $21.30. 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
Opinion of Porter & Hedges, L.L.P.
Consent of Ernst & Young, LLP
Consent of Ryder Scott Company, L.P.

Statement Under General Instruction E — Registration of Additional Securities

     This registration statement registers an additional 900,592 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 and File No. 333-134161 (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, L.L.P. 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, L.L.P. (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 30^th day of May, 2008.

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, W. Todd Zehnder 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 30, 2008
/s/ W. Todd Zehnder W. Todd Zehnder	Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	May 30, 2008
/s/ J. Bond Clement J. Bond Clement	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 30, 2008
/s/ Michael L. Finch Michael L. Finch	Director	May 30, 2008
/s/ W.J. Gordon, III W.J. Gordon, III	Director	May 30, 2008
/s/ Charles F. Mitchell, II, M.D. Charles F. Mitchell, II, M.D.	Director	May 30, 2008
/s/ E. Wayne Nordberg E. Wayne Nordberg	Director	May 30, 2008
/s/ William W. Rucks, IV William W. Rucks, IV	Director	May 30, 2008

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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, L.L.P. 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, L.L.P. (included in Exhibit 5.1).
*24.1	Power of Attorney (included on signature page of this registration statement).

* Filed herewith.

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EX-5.1

Exhibit 5.1

[Porter & Hedges, L.L.P. Letterhead]

May 30, 2008

PetroQuest Energy, Inc.
400 E. Kaliste Saloom Road, Suite 6000
Lafayette, Louisiana 70508

     Re: PetroQuest Energy, Inc. Registration Statement on Form S-8; 1998 Incentive Plan

Gentlemen:

     We have acted as counsel to PetroQuest Energy, Inc., a Delaware corporation (the “Company”), in connection with the preparation for filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended. The Registration Statement relates to the registration of an additional 900,592 shares (the “Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), issuable pursuant to the Company’s 1998 Incentive Plan, as amended and restated effective May 14, 2008 (the “Plan”).

     We have examined the Plan and such corporate records, documents, instruments and certificates of the Company, and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed without independent investigation the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons, and the conformity of any documents submitted to us as copies to their respective originals. As to certain questions of fact material to this opinion, we have relied without independent investigation upon statements or certificates of public officials and officers of the Company.

     Based upon such examination and review, we are of the opinion that the Shares have been duly and validly authorized and will, upon issuance and delivery as contemplated by the Plan, be validly issued, fully paid and nonassessable outstanding shares of Common Stock.

     This Firm consents to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that this Firm is in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,
 

/s/ Porter & Hedges, L.L.P.  

PORTER & HEDGES, L.L.P. 

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

     We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1998 Incentive Plan, as amended and restated effective May 14, 2008, of PetroQuest Energy, Inc. of our reports dated February 29, 2008, with respect to the consolidated financial statements of PetroQuest Energy, Inc. and the effectiveness of internal control over financial reporting of PetroQuest Energy, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

                                          /s/ Ernst & Young LLP

New Orleans, Louisiana
May 30, 2008

EX-23.2

Exhibit 23.2

Consent of Ryder Scott Company, L.P.

     We hereby consent to the incorporation by reference in this Form S-8 prepared by PetroQuest Energy, Inc. (the “Company”) of information contained in our reports relating to certain estimated quantities of the Company’s proved reserves of oil and gas, future net income and discounted future net income, effective December 31, 2005, 2006 and 2007.

/s/ Ryder Scott Company, L.P.  

Ryder Scott Company, L.P. 

Houston, Texas
May 30, 2008