UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

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QUICKSILVER RESOURCES INC.
777 West Rosedale Street
Fort Worth, Texas 76104

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

When is the annual meeting?		•		9:00 a.m. Central Daylight Time, May 20, 2009.
Where is the annual meeting held?		•		Fort Worth Petroleum Club 777 Main Street, No. 3900 Fort Worth, Texas 76102
What are the items of business?		•		Elect two directors, Glenn Darden and W. Yandell Rogers, III.
		•		Approve an amendment to Quicksilver’s Second Amended and Restated 2006 Equity Plan.
		•		Transact such other business as may properly come before the meeting, and any adjournment or postponement thereof.
Who can vote?		•		You can vote if you were a stockholder of record on March 24, 2009. Your shares can be voted at the meeting only if you are present or represented by a valid proxy. Whether or not you plan to attend the annual meeting, Quicksilver encourages you to vote by proxy at your earliest convenience.
How can I vote?		•		Your vote is important. Please vote in one of the following ways:
				-     By proxy – submit your instructions over the internet or by telephone or complete, sign, date and promptly return the enclosed proxy card (or if you are a participant in the Quicksilver 401(k) Plan, the enclosed voting instruction card) in the pre-addressed, postage-paid envelope.
				-     In person – submit a ballot at the annual meeting on May 20, 2009. If your shares are held in “street name” (that is, in the name of a bank, broker or other holder of record), you must obtain a proxy from that entity and bring it with you to hand in with your ballot, in order to be able to vote your shares at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 20, 2009: The proxy statement and Quicksilver’s annual report to security holders are also available for your review at www.proxydocs.com/kwk.

John C. Cirone
Senior Vice President, General Counsel and Secretary

April 8, 2009

TABLE OF CONTENTS

		Page
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			1
CORPORATE GOVERNANCE MATTERS			4
The Board of Directors			4
Family Relationship Among Directors			5
Independent Directors			5
Presiding Non-Management Director and Executive Sessions			5
Corporate Governance Principles, Processes and Code of Business Conduct and Ethics			5
Committees of the Board			5
Director Compensation for 2008			9
Communication with the Board			10
Board, Committee and Annual Meetings			10
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL HOLDERS			11
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE			14
EQUITY COMPENSATION PLAN INFORMATION			15
EXECUTIVE COMPENSATION			16
Compensation Discussion and Analysis			16
Summary Compensation Table			25
Grants of Plan-Based Awards in 2008			27
Outstanding Equity Awards at Fiscal Year-End in 2008			29
Option Exercises and Stock Vested in 2008			31
Potential Payments upon Termination or in Connection with a Change in Control			33
Compensation Committee Report			37
Compensation Committee Interlocks and Insider Participation			37
AUDIT COMMITTEE REPORT			38
INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS			39
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			40
Related-Party Transaction Policy			40
Related-Party Transactions			40
PROPOSAL 1. ELECTION OF DIRECTORS			42
PROPOSAL 2. APPROVAL OF AMENDMENT TO QUICKSILVER’S SECOND AMENDED AND RESTATED 2006 EQUITY PLAN			42
OTHER MATTERS			50
STOCKHOLDER PROPOSALS			50
QUICKSILVER’S THIRD AMENDED AND RESTATED 2006 EQUITY PLAN			A-1

NOTE: All share information included in this proxy statement has been adjusted to reflect, as necessary, (i) a two-for-one stock split in June 2004, (ii) a three-for-two stock split in June 2005, and (iii) a two-for-one stock split in January 2008.

QUICKSILVER RESOURCES INC.
777 West Rosedale Street
Fort Worth, Texas 76104

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

What is the purpose of this proxy statement?

          The purpose of this proxy statement is to provide information regarding matters to be voted on at the annual meeting of stockholders of Quicksilver Resources Inc. to be held on May 20, 2009. Additionally, it contains certain information that the Securities and Exchange Commission and the New York Stock Exchange require Quicksilver to provide annually to its stockholders. This proxy statement is also the document used by Quicksilver’s Board of Directors to solicit proxies to be used at the annual meeting. Quicksilver pays the costs of soliciting proxies. Proxies are solicited to give all stockholders of record an opportunity to vote on the matters to be presented at the annual meeting, even if they cannot attend the meeting.

When is the proxy statement being mailed?

          This proxy statement is first being mailed to Quicksilver’s stockholders on or about April 8, 2009.

Who is entitled to vote on the matters discussed in this proxy statement?

          You are entitled to vote if you were a stockholder of record of Quicksilver common stock as of the close of business on March 24, 2009. Your shares can be voted at the meeting only if you are present or represented by a valid proxy. If your shares are held in street name, you must obtain a proxy, executed in your favor, from your bank, broker or other holder of record to be able to vote at the annual meeting.

How many votes do I have?

          Each share of Quicksilver common stock that you held on March 24, 2009 entitles you to one vote at the annual meeting. At the close of business on March 24, 2009, there were a total of 169,066,327 shares of Quicksilver common stock outstanding that are entitled to vote at the annual meeting.

How can I vote?

          You can vote in person by completing a ballot at the annual meeting, or you can vote prior to the meeting by proxy. Whether or not you plan to attend the annual meeting, Quicksilver encourages you to vote by proxy at your earliest convenience. You may vote by proxy over the internet, by telephone or by mail as discussed below.

How do I vote by proxy?

          If you choose to vote your shares by proxy, you have the following options:

	•		Over the internet – you can vote over the internet at the Web address shown on your proxy card. Internet voting is available 24 hours a day, seven days a week. If you vote over the internet, you should not return your proxy card.
	•		By telephone – you can vote by telephone by calling the toll-free number on your proxy card. Telephone voting is available 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. If you vote by telephone, you should not return your proxy card.
	•		By mail – you can vote by mail by completing, signing, dating and mailing your proxy card to the Secretary of Quicksilver in the pre-addressed, postage-paid envelope provided. If you sign your proxy card but do not specify how you want your shares to be voted, your shares will be voted as recommended by the Board. If you mail the proxy card, but fail to sign it, your vote cannot be counted.

How can I vote my shares held in the Quicksilver 401(k) Plan?

          If you participate in the Quicksilver 401(k) Plan, you will receive a voting instruction card that lists shares of Quicksilver common stock credited to your 401(k) Plan account as of the closing of business on March 24, 2009. To cast your vote with respect to these shares, you must instruct The Charles Schwab Trust Company, the trustee for the 401(k) Plan, as to how to vote your shares held in the 401(k) Plan through one of the following options:

	•		Over the internet – you can instruct the trustee how to vote over the internet at the Web address shown on your voting instruction card. Internet voting instructions may be submitted 24 hours a day, seven days a week. If you instruct the trustee how to vote over the internet, you should not return your voting instruction card.
	•		By telephone – you can instruct the trustee how to vote by telephone by calling the toll-free number on your voting instruction card. Telephone voting instructions may be submitted 24 hours a day, seven days a week. Easy-to-follow voice prompts allow you to instruct the trustee how to vote your shares and confirm that your instructions have been properly recorded. If you instruct the trustee how to vote by telephone, you should not return your voting instruction card.
	•		By mail – you can instruct the trustee how to vote by mail by completing, signing, dating and mailing your voting instruction card to the trustee in the pre-addressed, postage-paid envelope provided.

          To allow the trustee sufficient time to vote shares held in the 401(k) Plan, you must submit your voting instructions by 11:59 p.m. Eastern Daylight Time on May 12, 2009. If you do not instruct the trustee how to vote your shares held in the 401(k) Plan, those shares will be voted in the same proportion as the shares held in the 401(k) Plan for which voting instructions are received.

Can I change my mind after I vote?

          If you vote by proxy, you can revoke that proxy at any time before it is voted at the annual meeting. You can do this by:

	•		giving written notice to the Secretary of Quicksilver at 777 West Rosedale Street, Fort Worth, Texas 76104;
	•		voting again over the internet or by telephone;
	•		signing another proxy card with a later date and returning it prior to the annual meeting; or
	•		attending the annual meeting in person and casting a ballot.

What constitutes a quorum for the annual meeting?

          A majority of Quicksilver common stock entitled to vote must be present, either in person or by proxy, in order to constitute a quorum necessary to conduct the annual meeting. Abstentions and broker non-votes will be counted for purposes of determining whether a quorum is present at the meeting. Broker non-votes are shares held by a broker or nominee that are represented at the meeting, but with respect to which the beneficial owner of the shares has not instructed the broker or nominee on how to vote the shares on a particular matter and with respect to which the broker or nominee does not have discretionary authority to vote on the matter.

How many votes are required to elect the director nominees?

          Directors are elected by a plurality of the votes present in person or by proxy entitled to vote, which means that the two nominees who receive the highest number of valid votes will be elected as directors. Abstentions and broker non-votes will not have any effect on the outcome of the election of directors.

How many votes are required to approve the amendment to Quicksilver’s Second Amended and Restated 2006 Equity Plan?

          The affirmative vote of a majority of the shares voted on this matter, either in person or by proxy, at the annual meeting is needed to approve the amendment to Quicksilver’s Second Amended and Restated 2006 Equity Plan. Abstentions and broker non-votes will not have any effect on this proposal.

Where else are proxy materials available?

          The proxy statement and Quicksilver’s annual report to security holders are also available for your review at www.proxydocs.com/kwk.

Where can I find directions to the annual meeting location?

          Directions to the Fort Worth Petroleum Club are available at www.fwpetroleumclub.com/directions.htm.

CORPORATE GOVERNANCE MATTERS

The Board of Directors

          At the date of this proxy statement, the Board consists of eight members, five of whom are non-employee directors. Quicksilver’s Certificate of Incorporation provides that the Board will have not less than three nor more than nine members as fixed from time-to-time by vote of a majority of the entire Board. A majority of the entire Board previously fixed the number of directors at eight. On February 19, 2009, a majority of the entire Board fixed the number of directors at seven, effective at the annual meeting of Quicksilver’s stockholders in 2009. Proxies cannot be voted for a greater number of persons than the number of nominees named.

          The Board is currently divided into three classes with three-year terms. The terms are staggered so that the term of one class expires at each annual meeting of Quicksilver’s stockholders. Two director nominees, Messrs. Glenn Darden and W. Yandell Rogers, III, have been nominated for election at the annual meeting to serve for a three-year term expiring at the annual meeting of Quicksilver’s stockholders in 2012. Messrs. Glenn Darden and Rogers are standing for re-election to the Board by the stockholders of Quicksilver.

          The age, principal occupation and certain other information for each director nominee and other directors serving unexpired terms are set forth below:

          Nominees for election at this meeting to a term expiring in 2012:

	•		Glenn Darden, age 53, has served on the Board since December 1997 and became our Chief Executive Officer in December 1999. He served as Quicksilver’s Vice President until he was elected President and Chief Operating Officer in March 1999. He was elected as a director of Quicksilver Gas Services GP LLC, Quicksilver’s subsidiary and the general partner of Quicksilver Gas Services LP (“KGS”), in March 2007. Prior to working for Quicksilver, he served with Mercury Exploration Company for 18 years, the last five as Executive Vice President. Prior to working for Mercury, Mr. Darden worked as a geologist for Mitchell Energy Company LP (subsequently merged with Devon Energy).
	•		W. Yandell Rogers, III, age 46, has served on the Board since March 1999. Mr. Rogers has served as Chief Executive Officer of Priest River Ltd. and Lewiston Atlas Ltd., each a privately owned holding company, since 2002. He served as Chief Executive Officer of Ridgway’s, Inc., a provider of reprographics to the engineering and construction industries, from 1997 to 2002.

          Directors whose terms expire in 2010:

	•		Anne Darden Self, age 51, has served on the Board since September 1999 and became Quicksilver’s Vice President – Human Resources in July 2000. Ms. Self has also served as President of Mercury Exploration Company since 2000. She served as Vice President – Human Resources of Mercury Exploration from 1992 to 2000.
	•		Steven M. Morris, age 57, has served on the Board since March 1999. Mr. Morris is a Certified Public Accountant and has served as President of Morris & Company, a private investment firm, since 1992.

          Directors whose terms expire in 2011:

	•		Thomas F. Darden, age 55, has served on the Board since December 1997 and became Chairman of the Board in March 1999. He was elected as a director of Quicksilver Gas Services GP LLC in July 2007. Prior to joining Quicksilver, Mr. Darden was employed by Mercury Exploration Company for 22 years in various executive level positions.
	•		W. Byron Dunn, age 55, has served on the Board since October 2007. Mr. Dunn has been a Principal of Tubular Synergy Group L.P., a wholesale marketer of steel tubular products, since February 2008. Prior to that, Mr. Dunn served with Lone Star Steel Company, a subsidiary of Lone Star Technologies,

			Inc., for 32 years, including as President and Chief Executive Officer from August 1997 until retiring in June 2007.
	•		Mark J. Warner, age 45, has served on the Board since March 1999. Mr. Warner has served as Senior Director of Natural Resource Investments of The University of Texas Investment Management Company since November 2007. Mr. Warner served as the Director of Corporate Development of PointOne, a telecommunications company, from April 2004 to November 2007. Mr. Warner served as Senior Vice President of Growth Capital Partners, L.P., an investment banking firm, from 2000 to 2004 and as Director of Domestic Finance of Enron Corporation, an energy company, from 1995 to 2000. Mr. Warner previously served as a director for Hornbeck Offshore Services, a marine transport provider, from 1998 to 2001.

Family Relationship Among Directors

          Thomas F. Darden, Glenn Darden and Anne Darden Self are siblings.

Independent Directors

          An important component of a strong company is an independent Board that is accountable to Quicksilver and its stockholders. Quicksilver’s Board has been comprised of a majority of independent directors since 1999. The categorical independence standards for directors adopted by the Board appear in the Corporate Governance section of Quicksilver’s website (www.qrinc.com/corporate_governance/).

          The Board has determined that each of Messrs. Dunn, James A. Hughes, Morris, Rogers and Warner satisfies Quicksilver’s categorical independence standards and further determined that each of them is independent of Quicksilver and its management within the meaning of the NYSE’s listing standards. In determining that Mr. Dunn is independent, the Board considered Quicksilver’s employment of Mr. Dunn’s son as a landman. Given that Mr. Dunn’s son is not an executive officer of Quicksilver and that Mr. Dunn meets NYSE’s listing standards with respect to independence, as well as those of the SEC and NYSE with respect to service on the Audit Committee, the Board determined that the employment by Quicksilver of Mr. Dunn’s son would not interfere with Mr. Dunn’s independence of Quicksilver and its management.

Presiding Non-Management Director and Executive Sessions

          Quicksilver’s non-management directors meet in executive session without management either before or after all regularly scheduled Board meetings. In May 2008, the Board elected W. Yandell Rogers, III as Presiding Non-Management Director, in accordance with the NYSE rules. In his capacity as Presiding Non-Management Director, Mr. Rogers’s primary responsibility is to preside over regularly scheduled executive sessions of Quicksilver’s non-management directors.

Corporate Governance Principles, Processes and Code of Business Conduct and Ethics

          You may find the full texts of Quicksilver’s Corporate Governance Guidelines and the Code of Business Conduct and Ethics, as well as the charters for each of the Audit Committee, Nominating and Corporate Governance Committee and Compensation Committee, in the Corporate Governance section of Quicksilver’s website (www.qrinc.com/corporate_governance/), and you may submit a written request to obtain a copy of any of these documents free of charge by writing to Quicksilver’s Investor Relations Department at Quicksilver’s principal executive offices, located at 777 West Rosedale Street, Fort Worth, Texas 76104. Quicksilver intends to post any amendments to or waivers of its Code of Business Conduct and Ethics with respect to its directors or executive officers in the Corporate Governance section of its website.

Committees of the Board

          The Board has standing Audit, Nominating and Corporate Governance, and Compensation Committees, each of which is composed solely of independent directors. Messrs. Dunn, Hughes, Morris, Rogers and Warner serve on each of these Committees.

          Audit Committee. The purposes of the Audit Committee, which was established in accordance with applicable requirements of the Securities Exchange Act of 1934, are to:

	•		oversee management’s conduct of Quicksilver’s financial reporting process and systems of internal accounting and financial controls to assist in the Board’s oversight of: (i) the integrity of Quicksilver’s financial statements; (ii) Quicksilver’s compliance with legal and regulatory requirements; (iii) the independent registered public accounting firm’s qualification and independence; and (iv) the performance of Quicksilver’s internal audit function and independent registered public accounting firm;
	•		select, determine the compensation of, and monitor the independence and performance of Quicksilver’s independent registered public accounting firm;
	•		select, determine the compensation of, and monitor the performance of Quicksilver’s Director of Internal Audit;
	•		provide an avenue of communication among the independent registered public accounting firm, management and the Board; and
	•		prepare the report that the SEC rules require be included in Quicksilver’s annual proxy statement.

          The Audit Committee met 11 times during 2008. The Board has determined that (i) each of Messrs. Dunn, Hughes, Morris, Rogers and Warner meets the additional audit committee independence criteria specified in SEC rules and the NYSE’s listing standards; (ii) each of Messrs. Dunn, Hughes, Morris, Rogers and Warner has a basic understanding of finance and accounting and is able to read and understand fundamental financial statements; (iii) each of Messrs. Dunn, Hughes, Morris, Rogers and Warner has accounting or related financial management expertise; and (iv) Mr. Morris, the Chair of the Audit Committee, is an “audit committee financial expert” within the meaning of Item 407(d)(5) of Regulation S-K.

          Nominating and Corporate Governance Committee. The purposes of the Nominating and Corporate Governance Committee, also referred to as the NCG Committee, are to:

	•		identify individuals qualified to become members of the Board, consistent with criteria approved by the Board;
	•		recommend director nominees for each annual meeting of Quicksilver’s stockholders;
	•		develop and recommend to the Board a set of corporate governance guidelines applicable to Quicksilver; and
	•		oversee the evaluation of the Board and management.

          The NCG Committee met six times during 2008. The NCG Committee recommended to the Board that Messrs. Glenn Darden and W. Yandell Rogers, III be nominated to serve as directors for a term ending on the date of the 2012 annual meeting.

          The NCG Committee has implemented a board education program designed to familiarize members of the Board with their responsibilities.

          Criteria and Procedures for Selection of Director Nominees. In considering candidates for nomination at annual meetings of stockholders, the NCG Committee will first determine the incumbent directors whose terms expire at the upcoming meeting and who wish to continue their service on the Board. As to each such incumbent director, the NCG Committee considers the director’s qualifications for Board membership using the criteria set forth below, the performance of the director during his or her current term, whether any special, countervailing considerations exist against re-nominating the director and such other factors as it deems appropriate. If the NCG Committee determines that an incumbent director consenting to re-nomination continues to be qualified and has satisfactorily performed his or her duties as a director during the preceding term, and there exist no reasons, including considerations relating to the composition and functional needs of the Board as a whole, why the

incumbent should not be re-nominated, the NCG Committee will, absent special circumstances, propose the incumbent director for re-election. In the event of the resignation, retirement, removal, death or disability of an incumbent director or a decision of the directors to expand the size of the Board or not to re-nominate an incumbent director, the NCG Committee will identify and evaluate potential candidates for recommendation to the Board for nomination. The NCG Committee will solicit recommendations for candidates for nomination from the NCG Committee members, the Board, management and other persons that the NCG Committee believes are likely to be familiar with qualified candidates. The Committee may also determine to engage a professional search firm to assist in identifying qualified candidates; where such a search firm is engaged, the Committee shall determine such firm’s scope of engagement and compensation. As to each candidate that the Committee believes merits consideration, the Committee will cause to be assembled information concerning the background and qualifications of the candidate, including information concerning the candidate required to be disclosed in the Company’s proxy statement or other filings with the SEC and any relationship between the candidate and the person or persons recommending the candidate.

          In considering nominees for election as directors, the NCG Committee takes into consideration the following criteria:

	•		personal and professional qualities, characteristics, attributes, accomplishments and reputation in the business community;
	•		current knowledge and contacts in the communities in which Quicksilver does business and in its industry or other industries relevant to its business;
	•		ability and willingness to commit adequate time to Board and committee matters, including service on boards of other publicly-traded companies;
	•		skills and personality and how they fit with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Quicksilver; and
	•		diversity of viewpoints, background, experience and other demographics versus those of other directors and potential directors.

          The NCG Committee also considers such other relevant factors as it deems appropriate, including the current composition of the Board, the balance of management directors and independent directors, the need for Audit Committee expertise and its evaluations of other candidates.

          Stockholder Recommendations for Nomination of Directors. The NCG Committee will consider nominees for directors recommended by stockholders of Quicksilver and will evaluate such nominees using the same criteria used to evaluate director candidates otherwise identified by the NCG Committee. Stockholders wishing to make such recommendations should write to the Nominating and Corporate Governance Committee c/o John C. Cirone, Secretary, Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas 76104.

          Stockholder Nomination of Directors. Any stockholder entitled to vote in the election of directors at an annual meeting of stockholders may nominate persons for election as directors of Quicksilver at such meeting. Any stockholder who intends to make a nomination at the annual meeting of stockholders must deliver notice addressed to John C. Cirone, Secretary, Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas 76104. Such notice should be delivered for receipt not more than 90 days and not less than 60 days prior to the first anniversary of the preceding year’s annual meeting of stockholders; provided that, in the event that the date of the meeting of stockholders is more than 30 days before or after such anniversary date, stockholder recommendations for nominees should be delivered for receipt not later than the close of business on the 15th day following the earlier of the day the notice was mailed or public disclosure of the meeting was made. Persons making submissions must include:

•

as to each nominee whom the stockholder proposes to nominate for election as a director, (a) the name, age, business address and residence address of the nominee, (b) the principal occupation or employment of the nominee, (c) the class and number of shares of capital stock of Quicksilver which are beneficially owned by the nominee, and (d) any other information concerning the nominee that would be required, under the rules of the SEC, in a proxy statement soliciting proxies for the election of such nominee; and

•

as to the stockholder giving the notice, (a) the name and record address of the stockholder and of each beneficial owner on behalf of which the stockholder is acting, (b) the class and number of shares of capital stock of Quicksilver which are beneficially owned by the stockholder and by any such beneficial owner, (c) a representation that the stockholder is a holder of record of capital stock of Quicksilver entitled to vote at such annual meeting and intends to appear in person or by proxy at the annual meeting to nominate the nominee for election as a director, (d) a description of all arrangements or understandings between or among any of such stockholder, the beneficial owner on whose behalf the notice is given, each nominee, and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by such stockholder, and (e) whether the proponent intends or is part of a group which intends to solicit proxies from other stockholders in support of the nomination.

Such notice must also include a signed consent of each such nominee to serve as a director, if elected.

          Compensation of Non-Management Directors. The NCG Committee is also responsible for conducting an annual review of the compensation of the non-management directors and, when it deems appropriate, recommending changes in such compensation to the Board. Hewitt Associates LLC (“Hewitt”), an independent compensation consulting firm directly engaged by the Compensation Committee, has assisted the NCG Committee in making recommendations regarding the compensation of the non-management directors by providing the NCG Committee with a market survey of non-management director compensation of comparably sized publicly-traded oil and gas companies and an analysis of the types and amounts of non-management director compensation shown in this survey. Based on the information provided by Hewitt, the NCG Committee made its recommendations to the Board, generally targeting the 50^th to 75^th percentile of industry comparable non-management director compensation. Based on the recommendations of the NCG Committee, the Board approves the amount of compensation that the non-management directors receive for service on the Board and its committees.

          Compensation Committee. The purpose of the Compensation Committee is to assist the Board in discharging its responsibilities relating to compensation of Quicksilver’s executives. The Committee has the authority to engage compensation consultants to assist in the evaluation of compensation matters, and sole authority to retain and terminate any such consultants, including sole authority to approve the consultant’s fees and other retention terms.

          The Compensation Committee is responsible for:

	•		reviewing and approving corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating the Chief Executive Officer’s performance in light of those goals and objectives, and determining and approving the Chief Executive Officer’s compensation level based on this evaluation;
	•		reviewing and approving non-CEO executive officer compensation;
	•		making recommendations to the Board with respect to incentive compensation plans and equity-based plans that are subject to Board approval;
	•		granting awards under the Quicksilver Resources Inc. Second Amended and Restated 2006 Equity Plan, other than awards to non-employee directors under such plan;
	•		establishing, in the Committee’s discretion, any equity-based award pool (other than an option pool) to be allocated among Quicksilver’s non-executive officer employees by another committee of the Board;
	•		establishing, in the Committee’s discretion, salary increase, bonus, other non-equity-based award and option pools to be allocated among Quicksilver’s non-executive officer employees by another committee of the Board or one or more members of management;
	•		reviewing and discussing with management the Compensation Discussion and Analysis disclosure required to be included in Quicksilver’s annual proxy statement or annual report on Form 10-K filed with the SEC and, based on this review and discussion, determining whether to recommend to the

			Board that the Compensation Discussion and Analysis disclosure be included in Quicksilver’s annual proxy statement or annual report on Form 10-K; and
	•		publishing an annual Compensation Committee Report required by the SEC to be included in Quicksilver’s annual proxy statement or annual report on Form 10-K filed with the SEC.

          Additional information regarding the Compensation Committee’s processes and procedures for consideration of executive compensation is set forth under “Executive Compensation — Compensation Discussion and Analysis.”

          Quicksilver’s Second Amended and Restated 2006 Equity Plan permits the Compensation Committee to delegate its authority to grant awards, except for certain awards to executive officers and directors, to one or more executive officers of Quicksilver. Pursuant to this authority, the Compensation Committee has delegated to the Equity Awards Committee, which consists of Glenn Darden, the authority to make certain awards to individuals other than executive officers and directors of Quicksilver. Glenn Darden is a director and the Chief Executive Officer of Quicksilver.

          The Compensation Committee met seven times during 2008.

Director Compensation for 2008

          Directors who are also employees of Quicksilver are not separately compensated for their services as directors. For 2008, each non-employee director received a fee of $205,000, with $99,000 of the fee paid in restricted stock and $106,000 of the fee paid in cash (subject to elections by the directors to receive restricted stock or stock options in lieu of some or all of the cash portion of the fee). The Quicksilver restricted stock was granted in accordance with the terms of Quicksilver’s Amended and Restated 2006 Equity Plan on January 2, 2008.

          The following table sets forth certain information regarding the compensation of Quicksilver’s non-employee directors.

		Fees Earned or				Stock				Option
		Paid in Cash				Awards				Awards				Total
Name(1)		($)(2)				($)(3)				($)(4)				($)
W. Byron Dunn (5)			—				155,469				—				155,469
James A. Hughes (6)			106,000				45,998				—				151,998
Steven M. Morris (7)			106,000				45,998				—				151,998
W. Yandell Rogers, III (8)			106,000				45,998				—				151,998
Mark J. Warner (9)			70,000				82,024				—				152,024

Communication with the Board

          Any stockholder or other interested party who wishes to communicate directly with the Board or any of its members may do so by writing to: Board of Directors (or one or more named individuals), Quicksilver Resources Inc., 777 West Rosedale Street, Fort Worth, Texas 76104. Additionally, a stockholder or other interested party can contact the non-employee directors at (800) 826-6762.

Board, Committee and Annual Meetings

          The Board held 18 meetings during 2008. Each director attended at least 75% of the total number of meetings of the Board and committees held during the periods that he or she served. All persons serving on the Board at the time of such meetings attended the 2008 annual meeting of Quicksilver’s stockholders and each regularly scheduled quarterly meeting of the Board in 2008.

          Under Quicksilver’s Corporate Governance Guidelines, each director is expected to dedicate adequate time, energy and attention to ensure the diligent performance of his or her duties, which includes attending meetings of the Board and committees of which he or she is a member. In addition, Board members are expected to expend reasonable efforts to attend annual meetings of Quicksilver’s stockholders.

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL HOLDERS

Quicksilver Resources Inc.

     The following table sets forth certain information regarding the beneficial ownership of Quicksilver common stock as of February 10, 2009, by:

	•		each director of Quicksilver;
	•		each named executive officer of Quicksilver;
	•		all directors and executive officers of Quicksilver as a group; and
	•		each person known to Quicksilver to beneficially own more than 5% of Quicksilver common stock.

     Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the shares. The percentage of beneficial ownership is calculated on the basis of 168,752,835 shares of Quicksilver common stock outstanding as of February 10, 2009.

		Number				Percent of
Beneficial Owner		of Shares				Outstanding Shares
Directors and Executive Officers
Glenn Darden (1)(2)(3)(4)(5)			44,961,436				26.6	%
Thomas F. Darden (1)(2)(3)(4)(5)			45,078,072				26.7	%
Anne Darden Self (1)(2)(3)(4)(5)			43,900,253				26.0	%
W. Byron Dunn (3)(5)(6)			48,033				*
James A. Hughes (3)(5)			27,051				*
Steven M. Morris (3)(4)(5)			329,113				*
W. Yandell Rogers, III (3)(5)			145,751				*
Mark J. Warner (3)(5)			73,115				*
John C. Cirone (3)(5)			188,912				*
Jeff Cook (3)(5)			688,081				*
Philip W. Cook (2)(3)(4)(5)(6)			145,904				*
Directors and executive officers as a group (13 persons)(1)(2)(3)(4)(5)(6)			52,450,250				31.0	%
Holders of More Than 5% Not Named Above
Pennsylvania Management, LLC (7)			41,677,288				24.7	%
Quicksilver Energy L.P. (7)			41,677,288				24.7	%
FMR LLC (8)			12,313,114				7.3	%
SPO Advisory Corp. (9)			9,341,054				5.5	%

Quicksilver Gas Services LP

          The following table sets forth certain information regarding the beneficial ownership of common and subordinated units of KGS, a subsidiary of Quicksilver, as of February 10, 2009, by:

	•		each director of Quicksilver;
	•		each named executive officer of Quicksilver; and
	•		all directors and executive officers of Quicksilver as a group.

          Unless otherwise indicated by footnote, the beneficial owner exercises sole voting and investment power over the units. The percentage of beneficial ownership is calculated on the basis of 12,313,441 common units and 11,513,625 subordinated units outstanding as of February 10, 2009.

																		Percentage of
						Percent of								Percentage of				Outstanding Common and
		Number of				Outstanding				Subordinated				Subordinated				Subordinated
Beneficial Owner		Common Units				Common Units				Units				Units				Units
Glenn Darden (1)			90,738				*				—				—				*
Thomas F. Darden (1)			90,738				*				—				—				*
Anne Darden Self (1)			82,054				*				—				—				*
W. Byron Dunn			—				—				—				—				—
James A. Hughes			—				—				—				—				—
Steven M. Morris			19,000				*				—				—				*
W. Yandell Rogers, III			—				—				—				—				—
Mark J. Warner			1,500				*				—				—				*
John C. Cirone			2,467				*				—				—				*
Jeff Cook			3,687				*				—				—				*
Philip W. Cook (2)			4,001				*				—				—				*
Directors and executive officers as a group (13 persons)			141,985				*				—				—				*

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

          Section 16(a) of the Securities Exchange Act of 1934 requires Quicksilver’s executive officers and directors, and persons who own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater than 10% stockholders are required by SEC rules to furnish Quicksilver with copies of all Section 16(a) forms they file.

          Based solely on a review of the copies of such forms furnished to Quicksilver with respect to 2008 and written representations from Quicksilver’s directors and executive officers, Quicksilver believes that during 2008 all of its executive officers and directors and all owners of more than 10% of Quicksilver common stock were in compliance with all applicable Section 16(a) filing requirements, except that each of Thomas F. Darden, W. Yandell Rogers, III, Philip W. Cook and Robert N. Wagner filed one late report disclosing one transaction not timely reported, and each of Jeff Cook and John C. Cirone filed two late reports disclosing two transactions not timely reported.

EQUITY COMPENSATION PLAN INFORMATION

          The following table sets forth information as of December 31, 2008, with respect to shares of common stock that may be issued under Quicksilver’s existing equity compensation plans.

										Number of shares of common
										stock remaining available for
		Number of shares of				Weighted-average exercise				future issuance under equity
		common stock to be issued upon				price of outstanding				compensation plans (excluding
		exercise of outstanding options,				options, warrants and				shares of common stock
Plan Category		warrants and rights				rights				reflected in column (a))
		(a)				(b)				(c)
Equity compensation plans approved by stockholders (1)			1,387,182	(2)		$	14.20	(3)			12,176,203	(4)
Equity compensation plans not approved by stockholders			—				—				—
Total			1,387,182			$	14.20				12,176,203

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Objectives

          Quicksilver’s philosophy with respect to compensation of executive officers is to improve company performance by creating a direct relationship between compensation and company performance and by providing competitive compensation in order to attract, retain and motivate high-quality executive officers. To accomplish the objectives of this philosophy, the Compensation Committee believes that compensation should:

	•		take into account both personal performance and Quicksilver’s performance;
	•		be structured to advance both the short- and long-term interests of Quicksilver and its stockholders; and
	•		tie a significant portion of the named executive officers’ compensation to the value of Quicksilver stock to encourage them to think and act like owners and enhance their commitment to Quicksilver’s success.

Compensation Strategies

          To achieve these objectives, the Compensation Committee employs the following general compensation strategies with respect to compensation of the named executive officers:

	•		target base salary and cash bonus at the 50th percentile for a peer group of 13 companies in the oil and natural gas exploration and production industry;
	•		target long-term incentive compensation, in the form of equity-based awards, between the 50th and 75th percentiles for the peer group (or higher if base salary or target cash bonus is set below the 50th percentile); and
	•		target total compensation between the 50th and 75th percentiles for the peer group.

          To assist the Compensation Committee generally, and specifically in establishing the types and amounts of compensation to achieve the objectives listed above, the Compensation Committee retained Longnecker & Associates (“Longnecker”), an independent compensation consulting firm. In addition in 2008, Quicksilver’s management determined that the company would benefit from additional expert input on compensation matters and employed Hewitt Associates LLC (“Hewitt”) to assist the company in establishing compensation levels, including those of the named executive officers. Accordingly, the Compensation Committee received input from senior management, Hewitt and Longnecker in arriving at the compensation packages for the named executive officers for 2008.

Overview of 2008 Compensation

          General

          Each element of Quicksilver’s compensation program is intended to advance Quicksilver’s objectives of attracting, retaining and motivating talented executives, and to enhance Quicksilver’s competitive position in the market for executive-level talent. Quicksilver’s compensation program for the named executive officers in 2008 consisted of base salary, annual cash and equity bonuses, long-term incentive equity awards, retirement benefits and limited perquisites. In addition, Quicksilver provides change-in-control benefits for each of the named executive officers.

          The charts below reflect the average percentage of total target compensation represented by each element of the compensation package for (1) the Chief Executive Officer and the Chairman of the Board and (2) the other named executive officers. For purposes of computing these percentages, target (rather than actual) payments of both the cash and equity components of the 2008 Executive Bonus Plan were used.

Chief Executive Officer and Chairman of the Board		Other Named Executive Officers

The Compensation Committee believes that this mix of compensation elements provides sufficient fixed cash compensation to attract and retain qualified executives, places a sufficient amount of potential cash compensation at risk to motivate the executives to achieve annual company goals, and provides the executives with sufficient equity incentives to motivate them to achieve long-term company goals. In addition, because the equity component vests over time, it encourages executives to continue their employment relationship with Quicksilver.

          In making individual compensation decisions, the Compensation Committee reviews the recommendations from the Chief Executive Officer with respect to all named executive officers except himself. The Compensation Committee reviews and discusses these recommendations. In executive session, the Compensation Committee develops its own recommendation for, and approves, the compensation of the Chief Executive Officer. All compensation decisions include an assessment of individual performance, including the named executive officer’s contribution to our overall performance for the applicable performance period. The Committee completes an individual performance assessment of the Chief Executive Officer each year which is discussed with him. The other named executive officers are also evaluated each year by the Chief Executive Officer. In addition, the Compensation Committee reviews tally sheets presenting the individual components and total compensation for each named executive officer to provide an overall current and historical perspective of each individual’s compensation. While not directly considered when making compensation decisions, the Compensation Committee periodically reviews the equity holdings of our named executive officers, which include unvested stock awards and unexercised stock options.

          Base Salaries

          In evaluating the 2008 base salaries of the named executive officers, the Compensation Committee considered Quicksilver’s performance and each executive’s skills and experience, the Compensation Committee’s evaluation of the performance of the Chief Executive Officer and, with respect to the other named executive officers, the Chief Executive Officer’s evaluation of the performance of the named executive officer. The Compensation Committee also reviewed, for each named executive officer, each element of annual compensation and the total annual compensation provided by all elements of compensation for each of the last two years, as well as wealth and retirement benefits accumulation resulting from Quicksilver programs. In addition, the Compensation Committee considered benchmark data from Hewitt’s exploration and production survey and compensation norms for persons in comparable positions at companies in Quicksilver’s 2008 peer group, with a view to targeting the 50^th percentile for comparable positions.

          Quicksilver’s peer group for 2008 consisted of the following small to midsize publicly-traded companies engaged in oil and natural gas production and exploration: Newfield Exploration Company, Forest Oil Corporation, Cimarex Energy Co., Petrohawk Energy Corporation, Plains Exploration & Production Company, Range Resources Corporation, Southwestern Energy Company, Whiting Petroleum Corporation, Encore Acquisition Company, Denbury Resources Inc., St. Mary Land & Exploration Company, Comstock Resources, Inc. and Cabot Oil & Gas Corporation. Due to the acquisition of The Houston Exploration Company by Forest Oil Corp. and the merger of Pogo Producing Company into Plains Exploration & Production Company in 2007, Quicksilver reconsidered the composition of its peer group. After consultation among the Compensation Committee, senior management and the compensation consultants, Newfield Exploration Company, Southwestern Energy Company and Comstock Resources, Inc. were added to the peer group for 2008. Factors considered in selecting the 2008 peer group included type of business, revenue, assets, market capitalization, enterprise value and total shareholder return. Hewitt provided the Compensation Committee with a detailed report based on the compensation of executives serving companies in the 2008 peer group and compensation survey data from Hewitt’s exploration and production survey.

          The Chief Executive Officer recommended to the Compensation Committee that the named executive officers receive an increase for 2008. Based on the Chief Executive Officer’s recommendation, and after consultation with Longnecker and Hewitt, in December 2007, the Compensation Committee increased the named executive officers’ salaries as follows:

		Salary Increase				Salary Increase
Name		($)				(%)
Glenn Darden			108,230				33
Philip W. Cook			51,547				20
Thomas F. Darden			108,230				33
Jeff Cook			76,587				27
John C. Cirone			20,907				8

The base salary increases for the Chief Executive Officer and Chairman of the Board were higher relative to those of the other named executive officers because of internal pay equity concerns. The Compensation Committee believes these base salary increases more closely align Quicksilver’s internal pay equity with that of companies in its peer group.

          Bonuses

          Annual bonus targets are set to reflect a range of award levels that are intended to be competitive with awards offered by other peer companies to reward similarly situated executives. The Compensation Committee offers bonuses to its named executive officers to ensure their focus on the annual performance goals that have been developed to align with Quicksilver’s long-term strategy and objectives that it believes will ultimately increase stockholder value. Because payouts under Quicksilver’s annual bonus plan each year are linked to the achievement of overall corporate goals for that year (with the relevant goals and objectives established and communicated near the beginning of each year), these bonuses are designed to incentivize the named executive officers to achieve Quicksilver’s near-term objectives.

          Quicksilver’s Chief Executive Officer, working with information supplied to him by Hewitt and the Chief Financial Officer, Vice President – Human Resources and General Counsel (who, along with the Chief Executive Officer, are collectively referred to in this discussion as “senior management”) formulated a proposed 2008 Executive Bonus Plan, which the Chief Executive Officer presented to the Compensation Committee for consideration in November 2007. The Chief Executive Officer’s proposal recommended annual cash bonuses providing target opportunities sufficient to bring the named executive officers’ total compensation to between the 50^th and 75^th percentiles of total compensation for similar positions among Quicksilver’s peers. The Compensation Committee also explored with management the likelihood of Quicksilver achieving the targeted performance measures. The Compensation Committee considered Hewitt’s conclusions regarding its review of the proposed 2008 Executive Bonus Plan and Longnecker’s review of Hewitt’s analysis.

          On December 10, 2007, the Compensation Committee adopted the 2008 Executive Bonus Plan. The Compensation Committee established target and maximum levels with respect to the cash bonus to be paid under the

2008 Executive Bonus Plan for the named executive officers as a percentage of each participant’s base salary for 2008, as follows:

		Cash Bonus
		Target								Maximum
		Percentage				Dollar				Percentage				Dollar
		of				Amount				of				Amount
Name		Base Pay				($)				Base Pay				($)
Glenn Darden			150	%			660,000				300	%			1,320,000
Philip W. Cook			85	%			267,750				170	%			535,500
Thomas F. Darden			150	%			660,000				300	%			1,320,000
Jeff Cook			100	%			365,000				200	%			730,000
John C. Cirone			70	%			192,500				140	%			385,000
The Compensation Committee also established target and maximum levels with respect to the restricted stock bonus to be paid under the 2008 Executive Bonus Plan for the named executive officers, expressed as a percentage of each participant’s base salary for 2008, as follows:
		Restricted Stock Bonus
		Target								Maximum
		Percentage				Dollar				Percentage				Dollar
		of				Value				of				Value
Name		Base Pay				($)				Base Pay				($)
Glenn Darden			100	%			440,000				200	%			880,000
Philip W. Cook			55	%			173,250				110	%			346,500
Thomas F. Darden			100	%			440,000				200	%			880,000
Jeff Cook			60	%			219,000				120	%			438,000
John C. Cirone			30	%			82,500				60	%			165,000

The plan provided that the number of shares of restricted stock to be received as a bonus would be determined by dividing the applicable dollar amount of the bonus by the closing market price of Quicksilver’s common stock on the date of grant (i.e., the payment date). The Compensation Committee believes these grants of restricted stock encourage the named executive officers to think and act like owners and to enhance their commitment to Quicksilver. The awards are intended to reward the long-term performance of Quicksilver and how that performance is viewed by its stockholders.

          The Compensation Committee, based on the recommendations of senior management, and in consultation with the compensation consultants, established the performance measures, the relative weight to be assigned to each performance measure and the percentage of target bonus to be awarded for various performance levels with respect to each performance measure, as set forth in the 2008 Executive Bonus Plan. Bonus amounts under the program are based on actual performance relative to the established performance targets and weightings. The plan also provided for payment of 50% of the target payout if the level of achievement for a performance measure is less than 80% but more than 50% of budget and for incremental payouts if the level of performance achieved equals or exceeds 80% of budget but is less than 120% of budget, with a maximum payout for 120% of budget. The Compensation Committee has discretion to adjust downward a named executive officer’s potential award based on qualitative individual performance measures. In addition, if 50% or less of budget is achieved for a performance measure, the Compensation Committee has the discretion to pay a named executive officer an amount not to exceed 25% of the individual’s target amount with respect to that performance measure. The Compensation Committee believes that paying such bonuses in appropriate circumstances could advance Quicksilver’s objectives of attracting, retaining and motivating talented executives.

          The 2008 Executive Bonus Plan also provides that the performance levels are to be calculated to exclude the effects of any extraordinary or nonrecurring events, changes in accounting principles, acquisitions or divestitures, and may be otherwise adjusted as permitted in the Second Amended and Restated 2006 Equity Plan that

the performance targets may be modified in circumstances in which the Compensation Committee deems such modification appropriate and equitable.

          Each performance measure (as defined in the 2008 Executive Bonus Plan), its assigned weight, the level at which its achievement would result in payment of the target and maximum amounts, and the level at which it was actually achieved, all as determined by the Compensation Committee for the 2008 Executive Bonus Plan, are set forth in the table below.

Performance		Assigned								Percentage of Budget for Target				Percentage of Budget for Maximum				Percentage of Budget
Measure		Weight				Budget				Payout				Payout				Achieved
Cash flow from operations			15%				$454,832,000				100%				120%				150%
Earnings per share			15%				$.91				100%				120%				200%
Finding and development costs			10%				$1.50				100%				120%				70%
Production			30%			92.3 Mmcfe					100%				120%				90%
Reserves			30%			1,645 Bcfe					100%				120%				175%

          Based on Quicksilver’s achievement of performance levels with respect to the performance measures, and as adjusted pursuant to the plan to exclude the effects of certain extraordinary or nonrecurring events, each of the named executive officers received 137% of his target bonus payout. Accordingly, the named executive officers received the following annual bonuses:

						Restricted Stock Bonus
		Cash Bonus				Dollar Amount				Number of
Name		($)				($)				Shares
Glenn Darden			904,200				602,800				103,805
Philip W. Cook			366,818				237,353				40,873
Thomas F. Darden			904,200				602,800				103,805
Jeff Cook			500,050				300,030				51,667
John C. Cirone			263,725				113,025				19,463

The Compensation Committee considered whether to adjust downward the named executive officers’ potential awards in light of the overall economy, Quicksilver’s performance and the potential economic consequences from a shareholder perspective. After careful review of these considerations, and upon the recommendation of the Chief Executive Officer, and the advice provided by Hewitt, the Compensation Committee did not reduce the bonus payouts for any of the named executive officers.

          The cash bonuses were paid on February 19, 2009 and are included in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table for 2008. The shares of restricted stock were granted under the Second Amended and Restated 2006 Equity Plan on February 19, 2009, and vest one-third on each of the first three anniversaries of the date of grant.

          Long-Term Equity Awards

          In December 2007, the Compensation Committee considered appropriate long-term incentive awards for 2008. Based on discussions with Longnecker, Hewitt and the Chief Executive Officer, the Compensation Committee determined that long-term incentive awards should be in amounts targeting between the 50^th and 75^th percentiles, and that, when considered with other compensation, result in targeting between the 50^th and 75^th percentiles for total compensation, of similarly positioned executives in the 2008 peer group. The Compensation Committee makes grants of long-term equity awards to the named executive officers to encourage them to think and act like owners and to enhance their long-term commitment to Quicksilver. The awards are intended to reward the long-term performance of Quicksilver and how that performance is viewed by its stockholders. In the case of Mr. Jeff Cook, the Chief Executive Officer recommended that he receive an additional grant of restricted shares in recognition of his superior performance.

          For the two prior years, Quicksilver’s equity-based awards to the named executive officers consisted entirely of restricted stock grants. Based on the belief that stock options provide a greater performance incentive than restricted stock (because stock options will ultimately deliver value only to the extent the price of Quicksilver common stock at the time of the exercise exceeds the exercise price) and evidence of an increasing trend of companies to include grants of stock options as part of their long-term incentive compensation portfolio, the Chief Executive Officer recommended to the Compensation Committee that, in addition to restricted stock, a portion of the grant should be in the form of stock options. The Chief Executive Officer further recommended that 50% of the value of total Quicksilver equity-based award granted to each named executive officer should be in the form of restricted stock, with the remaining 50% in the form of stock options. The Compensation Committee, after consultation with the compensation consultants, concurred with these recommendations and the underlying rationales.

          The executive officers of Quicksilver are also the executive officers to the sole general partner of KGS. Pursuant to the Omnibus Agreement among Quicksilver, the general partner and KGS, KGS is allocated a portion of the costs associated with the compensation and benefits provided by Quicksilver to the named executive officers.

          In discussing the allocation to KGS of a portion of the cost of providing compensation and benefits to the named executive officers, Quicksilver’s Chief Executive Officer (who serves as the Chairman of the Board of the general partner) determined that, for 2008, it would be appropriate for KGS to bear a portion of these costs in two forms. First, KGS will be allocated a percentage of costs for the base salary and benefits provided by Quicksilver, generally based on the estimated percentage of time the named executive officers devote to KGS versus Quicksilver in 2008. The second component would be in the form of equity, as to which KGS would provide 25% of the total long-term incentive equity awards payable to each named executive officer, to provide a direct connection to KGS’ performance and because KGS was not allocated any portion of the annual bonuses provided to the named executive officers by Quicksilver. The Chief Executive Officer also considered that grants of KGS equity awards would encourage the named executive officers to think and act like owners of KGS as well as Quicksilver.

          Based on the foregoing considerations, after consultation with Hewitt, the Chief Executive Officer proposed to the Compensation Committee that the long-term incentive compensation provided to the named executive officers in the form of equity-based awards consist of three components in the following percentages (based on grant date values) for 2008: stock options to purchase Quicksilver common stock (37.5%); restricted shares of Quicksilver common stock (37.5%); and awards of phantom units payable in KGS common units (25%).

          The Compensation Committee, in consultation with Hewitt, determined this structure to be appropriate. The structure was presented to the board of directors of the general partner of KGS (which consists of four Quicksilver executives and three members independent of Quicksilver), which concurred that this structure is appropriate and approved the grant of phantom units to the named executive officers.

          Accordingly, based on these factors and Quicksilver’s performance, and consistent with the Compensation Committee’s policy to grant long-term incentive awards near the beginning of each year, effective January 2, 2008, the Compensation Committee made grants of restricted stock and stock options to the named executive officers under the Amended and Restated 2006 Equity Plan and the board of directors of the general partner of KGS made grants of KGS phantom units as set forth under “Executive Compensation – Grants of Plan-Based Awards in 2008.” The shares subject to each grant vest one-third on each of the first three anniversaries of the date of grant. The KGS phantom units vest one-third on the first business day occurring on or after each of the first three anniversaries of the date of grant (or the named executive officer’s death or disability or a change-in-control) and are to be settled in KGS common units immediately upon vesting. The Compensation Committee’s practice is to grant long-term incentive awards near the beginning of each year to align the performance periods for the awards with Quicksilver’s fiscal periods.

          Retirement Benefits

          In 2008, Quicksilver made contributions to Quicksilver’s 401(k) plan on behalf of each of the named executive officers. In addition, all outstanding equity awards granted to named executive officers generally vest immediately upon qualified retirement.

          Perquisites and Other Benefits

          Quicksilver does not view perquisites as a significant element of compensation and, accordingly, limits the use of perquisites. During 2008, the named executive officers were reimbursed for club memberships and dues. The named executive officers are also eligible to receive the health, dental, vision, life, accidental death and dismemberment, and long-term disability insurance generally available to all Quicksilver U.S. employees.

Overview of 2009 Compensation

          General

          In 2009, the Compensation Committee engaged Hewitt to serve as the independent compensation consultant employed by the Compensation Committee. Accordingly, the Compensation Committee received input from senior management and Hewitt in arriving at the compensation packages for the named executive officers for 2009.

          The Compensation Committee considered publicly available compensation information filed with the Securities and Exchange Commission by the companies in Quicksilver’s peer group, as compiled by Hewitt. Quicksilver’s 2009 peer group consists of the following 13 small to midsize publicly-traded companies engaged in oil and natural gas production and exploration: Cabot Oil & Gas Corporation, Cimarex Energy Co., Comstock Resources, Inc., Denbury Resources Inc., Forest Oil Corporation, Newfield Exploration Company, Petrohawk Energy Corporation, Range Resources Corporation, Southwestern Energy Company, St. Mary Land & Exploration Company, Swift Energy Company, Ultra Petroleum Corporation and Whiting Petroleum Corporation. After consultation among the Compensation Committee, senior management and Hewitt, Swift Energy Corporation and Ultra Petroleum Corporation were added to the peer group for 2009. These additions were made to maintain Quicksilver’s relative asset and market capitalization position among the peers and to replace two companies no longer used because they failed to meet Quicksilver’s selection criteria for the peer group. As in the past, the Compensation Committee also considered competitive market data supplied by Hewitt.

          In considering the compensation packages, the Compensation Committee discussed potential changes to the level and form of compensation in light of Quicksilver’s compensation philosophy, the overall economy and Quicksilver’s performance. The Compensation Committee also examined the objectives behind each component of compensation for each of the named executive officers and considered the potential economic consequences from both an operational standpoint and a shareholder perspective.

          Base Salaries

          Based on the foregoing considerations, and in consultation with senior management and Hewitt, the Compensation Committee approved the following increases in the base salaries of the named executive officers in December 2008:

		Salary Increase				Salary Increase
Name		($)				(%)
Glenn Darden			0				0
Philip W. Cook			15,000				6
Thomas F. Darden			0				0
Jeff Cook			20,000				7
John C. Cirone			25,000				10

          After considerable discussion of Quicksilver’s compensation philosophy, the overall economy and Quicksilver’s performance, and in consultation with management and Hewitt, the Compensation Committee determined that no salary adjustments for 2009 would be made for the Chairman and the Chief Executive Officer even though their base salaries were below the 25th percentile of the competitive market data. For the other named executive officers, the Compensation Committee determined that the above adjustments would be made for 2009 in light of their individual performance and Quicksilver’s desire to retain these individuals by positioning the base salaries of each between the 25th and 50th percentiles of the competitive market data and between the 50th and 75th percentiles of the peer group information.

          Bonuses

          Consistent with Quicksilver’s compensation strategies and in consultation with senior management and Hewitt, in December 2008 the Compensation Committee approved the 2009 Executive Bonus Plan. The structure of the 2009 Executive Bonus Plan is similar to that of the 2008 Executive Bonus Plan. As a percentage of base pay, the target and maximum opportunities are the same as those provided to the named executive officers last year positioning target total cash compensation between the 25th and 50th percentiles of the competitive market data. The specified company performance measures and assigned weights are also the same as for the 2008 Executive Bonus Plan, with bonus amounts to be based on actual performance relative to the 2009 budget.

          Long-Term Incentive Awards

          For long-term incentive compensation in the form of equity-based awards, senior management and the Compensation Committee, in consultation with Hewitt, considered the mix of long-term incentive awards. The targeted value of the long-term incentive awards position target total compensation for all of the named executive officers just above 50th percentile of the competitive market data. Similar to 2008, the Chief Executive Officer recommended to the Compensation Committee that, in addition to restricted stock, a portion of the grant should be in the form of stock options. The Chief Executive Officer further recommended that 50% of the value of total Quicksilver equity-based awards granted to each named executive officer should be in the form of restricted stock, with the remaining 50% in the form of stock options. The Compensation Committee, after consultation with Hewitt, concurred with these recommendations and the underlying rationales.

          In discussing the allocation to KGS of a portion of the cost of providing compensation and benefits to the named executive officers, Quicksilver’s Chief Executive Officer determined that, for 2009, it would be appropriate for KGS to bear the same portion of these costs as in 2008. The Chief Executive Officer also considered that grants of KGS equity awards would encourage the named executive officers to think and act like owners of KGS as well as Quicksilver. Based on the foregoing considerations, after consultation with Hewitt, the Chief Executive Officer proposed to the Compensation Committee that the long-term incentive compensation provided to the named executive officers in the form of equity-based awards consist of three components in the following percentages (based on grant date values) for 2009: options to purchase Quicksilver common stock (37.5%); restricted shares of Quicksilver common stock (37.5%); and awards of phantom units payable in KGS common units (25%).

          The Compensation Committee, in consultation with Hewitt, determined this structure to be appropriate. The structure was presented to the board of directors of the general partner of KGS, which concurred that this structure is appropriate and approved the grant of phantom units to the named executive officers. Accordingly, in December 2008, the Compensation Committee approved the Quicksilver equity grants, and the board of directors of the general partner of KGS approved the KGS equity grants, all to be effective January 2, 2009, to the named executive officers as follows:

		Number of Shares
		of Common Stock				Number of Shares				Number of KGS
Name		Underlying Options				of Restricted Stock				Phantom Units
Glenn Darden			342,920				201,007				82,721
Philip W. Cook			132,743				77,809				32,021
Thomas F. Darden			342,920				201,007				82,721
Jeff Cook			160,398				94,020				38,692
John C. Cirone			88,496				51,873				21,347

The stock options, restricted shares and KGS phantom units have terms consistent with equity awards previously granted by Quicksilver.

Change in Control Arrangements

          Quicksilver has adopted certain change in control plans and certain features in its incentive compensation plans that relate to a change in control of Quicksilver. These plans are intended to provide for continuity of management in the event of a change in control of Quicksilver.

          On August 24, 2004, the Board adopted the Executive Change in Control Retention Incentive Plan, in which each of the named executive officers participates. Severance benefits are provided if, within a specified period after a change in control occurs, there is an involuntary termination of the individual (including termination for specified “good reason” events). The Board adopted the “double trigger” provision because the Board determined that an individual who retained his or her position after a change in control should not receive a severance benefit simply because a change in control occurred. The benefits provided upon involuntary termination under the plan include lump sum payments of three times the sum of the named executive officer’s base salary plus benchmark bonus and also include certain medical, dental, vision and group life insurance coverage. On November 24, 2008, upon the Compensation Committee’s recommendation, the Board amended the Executive Change in Control Retention Incentive Plan to provide that Quicksilver will make an additional payment to a named executive officer equal to the excise tax imposed, if any, together with any interest or penalties with respect to the excise tax. For more information regarding the amendment see “—Potential Payments upon Termination or in Connection with a Change in Control—Change in Control Termination Payments” and “—Change in Control Retention Bonuses.” The Compensation Committee and Board believe that providing this tax gross up will help Quicksilver to attract and retain high-quality named executive officers. In addition, upon a change in control, all of the named executive officer’s outstanding equity awards and the individual’s account balance under the Quicksilver 401(k) plan, to the extent permitted by law, immediately become non-forfeitable and exercisable, as applicable. If a named executive officer participating in the plan remains employed by Quicksilver for six months following a change in control, the named executive officer would be entitled to a retention bonus equal to one-half of the individual’s base salary, payable as a lump sum payment. The Board adopted this provision to encourage the named executive officers to remain with the acquired company for a sufficient period of time after a change in control to assist with a successful transition. In addition, the 2008 Executive Bonus Plan and 2009 Executive Bonus Plan provide that if a change in control occurs during the plan year, each named executive officer will receive a lump sum cash payment equal to his maximum potential payout under the plan for the full plan year, and the agreements evidencing awards of Quicksilver’s options, restricted stock and restricted stock units and awards of KGS’s phantom units provide that those awards vest upon the occurrence of a change in control. The Compensation Committee believes that these change-in-control arrangements help to maintain the named executive officers’ objectivity in decision making, provide a retention incentive in circumstances where executive continuity may be particularly important and retention risks may be particularly acute, and otherwise align the interests of the named executive officers with those of Quicksilver’s stockholders.

Section 162(m)

          Section 162(m) of the Internal Revenue Code of 1986 places a limit of $1 million on the amount of compensation that may be deducted by Quicksilver in any one fiscal year with respect to the Chief Executive Officer and the other three most highly compensated individuals (other than the Chief Financial Officer) who are executive officers as of the end of the fiscal year. This deduction limitation, however, does not apply to certain “performance based” compensation. It is the Compensation Committee’s general policy to consider whether particular payments and awards are deductible for federal income tax purposes, along with such other factors as may be relevant in the circumstances, in establishing executive compensation programs.

Summary Compensation Table

          The following table sets forth certain information regarding the compensation of the Chief Executive Officer, the Chief Financial Officer and the three most highly-compensated executive officers other than the Chief Executive Officer and the Chief Financial Officer who served as an executive officer as of December 31, 2008. These five individuals are also referred to as the named executive officers.

																						Non-Equity
														Stock				Option				Incentive Plan				All Other
Name and						Salary				Bonus				Awards				Awards				Compensation				Compensation				Total
Principal Position		Year				($)				($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				($)
Glenn Darden			2008				440,000				—				1,646,444				338,645				904,200				24,321	(6)			3,353,610
President and			2007				331,770				110,000				956,153				41,236				864,924				22,240				2,326,323
Chief Executive			2006				309,020				—				361,809				89,347				189,146				28,970				978,292
Officer
Philip W. Cook			2008				315,000				—				730,538				130,619				366,818				16,676				1,559,651
Senior Vice			2007				263,453				70,000				415,706				—				389,199				18,450				1,156,808
President — Chief			2006				243,330				—				189,854				—				99,000				49,166				581,350
Financial Officer
Thomas F. Darden			2008				440,000				—				1,646,444				338,645				904,200				17,157	(6)			3,346,446
Chairman of the			2007				331,770				110,000				956,153				41,236				864,924				17,623				2,321,706
Board			2006				309,020				—				361,809				89,347				189,146				28,221				977,543
Jeff Cook			2008				365,000				—				915,342				174,565				500,050				17,736				1,972,693
Executive Vice			2007				288,413				50,000				514,710				33,715				501,262				17,828				1,405,928
President —			2006				267,330				—				255,766				71,585				130,680				27,688				753,049
Operations
John C. Cirone			2008				275,000				—				539,764				82,229				263,725				17,736				1,178,454
Senior Vice			2007				254,093				50,000				394,704				21,591				309,130				19,564				1,049,082
President,			2006				234,330				—				186,668				46,063				95,288				27,248				589,597
General Counsel
and Secretary

Grants of Plan-Based Awards in 2008

          The following table sets forth certain information regarding grants of non-equity and equity awards under the 2008 Executive Bonus Plan, equity awards under the Second Amended and Restated 2006 Equity Plan and equity awards under KGS’s 2007 Equity Plan made to the named executive officers in 2008. The 2008 Executive Bonus Plan is described under “—Compensation Discussion and Analysis—Overview of 2008 Compensation—Bonuses.” The Second Amended and Restated 2006 Equity Plan generally allows the Compensation Committee of the Board to make Quicksilver equity grants to directors, executive officers and selected employees and consultants of Quicksilver, and KGS’s 2007 Equity Plan generally allows the board of directors of Quicksilver Gas Services GP LLC to make KGS equity grants to employees, consultants, officers and directors of Quicksilver Gas Services GP LLC and its affiliates, including Quicksilver.

																														All
																														Other												Grant
																														Stock												Date
																														Awards:				All Other								Fair
						Estimated Possible Payouts												Estimated Possible Payouts												Number				Option				Exercise				Value of
						Under Non-Equity												Under Equity												of				Awards:				or Base				Stock
						Incentive Plan Awards												Incentive Plan Awards												Shares				Number of				Price of				and
																														or Units				Securities				Option				Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				of Stock				Underlying				Awards				Awards
Name		Date				($)				($)				($)				($)				($)				($)				(#)				Options (#)				($/Sh)				($)(1)
Glenn Darden			1/2/08				—				—				—				—				—				—				36,474	(2)			—				—				1,128,870
			1/2/08				—				—				—				—				—				—				—				72,340	(3)			30.95				988,526
			1/2/08				—				—				—				—				—				—				29,813	(4)			—				—				612,983
			— (5)				0				660,000				1,320,000				0				440,000				880,000				—				—				—				—
Philip W. Cook			1/2/08				—				—				—				—				—				—				14,458	(2)			—				—				447,475
			1/2/08				—				—				—				—				—				—				—				28,676	(3)			30.95				391,858
			1/2/08				—				—				—				—				—				—				11,818	(4)			—				—				242,989
			— (5)				0				267,750				535,500				0				173,250				346,500				—				—				—				—
Thomas F. Darden			1/2/08				—				—				—				—				—				—				36,474	(2)			—				—				1,128,870
			1/2/08				—				—				—				—				—				—				—				72,340	(3)			30.95				988,526
			1/2/08				—				—				—				—				—				—				29,813	(4)			—				—				612,983
			— (5)				0				660,000				1,320,000				0				440,000				880,000				—				—				—				—
Jeff Cook			1/2/08				—				—				—				—				—				—				24,886	(2)			—				—				770,222
			1/2/08				—				—				—				—				—				—				—				36,496	(3)			30.95				498,718
			1/2/08				—				—				—				—				—				—				15,041	(4)			—				—				309,257
			— (5)				0				365,000				730,000				0				219,000				438,000				—				—				—				—
John C. Cirone			1/2/08				—				—				—				—				—				—				8,544	(2)			—				—				264,437
			1/2/08				—				—				—				—				—				—				—				16,944	(3)			30.95				231,540
			1/2/08				—				—				—				—				—				—				6,983	(4)			—				—				143,577
			— (5)				0				192,500				385,000				0				82,500				165,000				—				—				—				—

						Restricted Stock Bonus
						Dollar				Number
Name		Cash Bonus ($)				Amount ($)				of Shares (#)
Glenn Darden			904,200				602,800				103,805
Philip W. Cook			366,818				237,353				40,873
Thomas F. Darden			904,200				602,800				103,805
Jeff Cook			500,050				300,030				51,667
John C. Cirone			263,275				113,025				19,463

Outstanding Equity Awards at Fiscal Year-End in 2008

          The following table sets forth information regarding the December 31, 2008 holdings by the named executive officers of Quicksilver options, restricted stock and restricted stock units and KGS phantom unit awards. Each equity grant is shown separately for each named executive officer.

		Option Awards																Stock Awards
		Number of				Number of
		Securities				Securities												Number of
		Underlying				Underlying												Shares or Units				Market Value of
		Unexercised				Unexercised				Option								of Stock That				Shares or Units
		Options				Options				Exercise				Option				Have Not				of Stock That
		(#)				(#)				Price				Expiration				Vested				Have Not Vested
Name		Exercisable				Unexercisable				($)				Date				(#)				($)(1)(2)
Glenn Darden			72,000				18,000	(3)			5.505				01/07/10
			34,126				—				11.9167				12/21/09
			—				72,340	(4)			30.95				01/01/18
																			7,334	(5)			40,850
																			22,000	(5)			122,540
																			56,000	(6)			311,920
																			36,474	(7)			203,160
																			16,470	(8)			91,738
																			6,666	(9)			63,194
																			29,813	(10)			282,627
Philip W. Cook			—				28,676	(4)			30.95
																			3,334	(5)			18,570
																			18,000	(5)			100,260
																			21,332	(6)			118,819
																			14,458	(7)			80,531
																			7,193	(8)			40,065
																			3,333	(9)			31,597
																			11,818	(10)			112,035
Thomas F. Darden			36,000				18,000	(3)			5.505				01/07/10
			34,126				—				11.9167				12/21/09
			—				72,340	(4)			30.95				01/01/18
																			7,334	(5)			40,850
																			22,000	(5)			122,540
																			56,000	(6)			311,920
																			36,474	(7)			203,160
																			16,470	(8)			91,738
																			6,666	(9)			63,194
																			29,813	(10)			282,627
Jeff Cook			16,404				16,404	(3)			5.505				01/07/10
			8,242				—				11.9167				12/21/09
			—				36,496	(4)			30.95				01/01/18
																			3,666	(5)			20,420
																			20,000	(5)			111,400
																			22,666	(6)			126,250
																			24,886	(7)			138,615
																			8,591	(8)			47,852
																			3,333	(9)			31,597
																			15,041	(10)			142,589
John C. Cirone			29,844				9,948	(3)			5.505				01/07/10
			16,882				—				11.9167				12/21/09
			—				16,944	(4)			30.95				01/01/18
																			2,334	(5)			13,000
																			16,000	(5)			89,120
																			18,666	(6)			103,970
																			8,544	(7)			47,590
																			3,784	(8)			21,077
																			2,666	(9)			25,274
																			6,983	(10)			66,199