FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2006

                                       OR

            ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     for the transition period from ____ to ____

                         Commission file number 1-12108

                            CRIMSON EXPLORATION INC.
                            ------------------------
             (Exact name of Registrant as specified in its charter)

          Delaware                                               20-3037840
(State or other jurisdiction                                    (IRS Employer
      of incorporation)                                      Identification No.)

   480 North Sam Houston Parkway East
               Suite 300
             Houston, Texas                                          77060
(Address of principal executive offices)                           (zip code)

                                 (281) 820-1919
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days

                                 Yes _X_ No ___

Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act).
Large Accelerated Filer ___   Accelerated Filer ___  Non-Accelerated Filer_X_

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes ___ No _X_

The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, May 10, 2006 was 33,103,829 shares of
Common Stock, $.001 par value.

<PAGE>


                                    FORM 10-Q


                            CRIMSON EXPLORATION INC.

                         FORM 10-Q FOR THE QUARTER ENDED
                                 MARCH 31, 2006


                                                                        Page of
                                                                       Form 10-Q
                                                                       ---------
Part I:  Financial Statements

         Item 1. Financial Statements
                  Consolidated Balance Sheets as of March 31, 2006
                   and December 31, 2005                                    3
                  Consolidated Statements of Operations for the Three
                   Months Ended March 31, 2006 and 2005                     5
                  Consolidated Statement of Stockholders' Equity for
                   the Three Months Ended March 31, 2006                    6
                  Consolidated Statements of Cash Flows for the Three
                   Months Ended March 31, 2006 and 2005                     7
                  Notes to Consolidated Financial Statements                8

         Item 2. Management's Discussion and Analysis
                  of Financial Condition and Results
                  of Operations                                            14

         Item 3. Quantitative and Qualitative Disclosures about Market
                  Risk                                                     16

         Item 4. Controls and Procedures                                   17

Part II: Other Information

         Item 2. Unregistered Sales of Equity Securities and Use of
                  Proceeds                                                 17

         Item 6. Exhibits                                                  17

Signatures                                                                 19


                                       2
<PAGE>


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                            CRIMSON EXPLORATION INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                     ASSETS
                                                       March 31,      December 31,
                                                          2006           2005
                                                      ------------    ------------
CURRENT ASSETS
<S>                                                   <C>             <C>
  Cash and cash equivalents                           $    274,516    $    474,393
  Accounts receivable - trade, net of allowance for
   doubtful accounts of $30,674 in 2006 and 2005         2,642,366       3,498,488
  Prepaid expenses                                         540,307         249,424
  Deferred tax asset, net                                  663,556       1,602,773
                                                      ------------    ------------
      Total current assets                               4,120,745       5,825,078
                                                      ------------    ------------
PROPERTY AND EQUIPMENT
  Oil and gas properties, using the successful
   efforts method of accounting                         74,393,424      65,598,691
  Other property and equipment                           1,611,731       1,560,464
  Less: accumulated depreciation, depletion and
   amortization                                        (13,690,473)    (12,936,096)
                                                      ------------    ------------
  Net oil and gas properties and other property and
   equipment                                            62,314,682      54,223,059
                                                      ------------    ------------
OTHER ASSETS
  Deposits                                                  49,502          49,502
  Investments                                                 --           225,689
  Debt issuance cost, net                                  247,242         274,214
  Deferred tax asset, net                                1,218,666       2,517,407
                                                      ------------    ------------
      Total other assets                                 1,515,410       3,066,812
                                                      ------------    ------------

TOTAL ASSETS                                          $ 67,950,837    $ 63,114,949
                                                      ============    ============
</TABLE>



         The Notes to Consolidated Financial Statements are an integral
                           part of these statements.


                                       3
<PAGE>


                            CRIMSON EXPLORATION INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (UNAUDITED)

                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                               March 31,     December 31,
                                                 2006           2005
                                             ------------    ------------
CURRENT LIABILITIES
<S>                                          <C>             <C>
    Notes payable                            $     40,300    $     40,300
    Current portion of long-term debt              80,781          80,883
    Accounts payable - trade                    4,337,930       4,107,441
    Accrued expenses                              211,812         487,453
    Income taxes payable                          133,560          31,075
    Derivative instruments                      1,297,640       2,108,583
                                             ------------    ------------
        Total current liabilities               6,102,023       6,855,735
                                             ------------    ------------
NONCURRENT LIABILITIES
    Long-term debt, net of current portion      2,100,158       1,103,232
    Asset retirement obligations                1,332,127       1,311,133
    Derivative instruments                        742,250       1,039,587
                                             ------------    ------------
        Total noncurrent liabilities            4,174,535       3,453,952
                                             ------------    ------------
        Total Liabilities                      10,276,558      10,309,687
                                             ------------    ------------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    Preferred stock                                 1,033           1,033
    Common stock                                   33,041          28,991
    Additional paid-in capital                 76,383,684      72,851,626
    Retained deficit                          (18,743,479)    (20,076,388)
                                             ------------    ------------
        Total stockholders' equity             57,674,279      52,805,262
                                             ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 67,950,837    $ 63,114,949
                                             ============    ============
</TABLE>



         The Notes to Consolidated Financial Statements are an integral
                           part of these statements.

                                       4
<PAGE>


                            CRIMSON EXPLORATION INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                        2006           2005
                                                    ------------    ------------
OPERATING REVENUES
<S>                                                 <C>             <C>
    Oil and gas sales                               $  5,113,497    $  3,634,160
    Operating overhead and other income                   26,152          30,173
                                                    ------------    ------------
        Total Operating Revenues                       5,139,649       3,664,333
                                                    ------------    ------------
OPERATING EXPENSES
    Lease operating expenses                           1,579,320       1,400,864
    Geological and geophysical                             8,777            --
    Depreciation, depletion and amortization             754,376         655,778
    Dry holes, abandoned property and impaired
     assets                                                4,386           2,156
    Asset retirement obligations                          20,994          19,161
    General and administrative                         1,723,663         618,227
                                                    ------------    ------------
        Total Operating Expenses                       4,091,516       2,696,186
                                                    ------------    ------------
INCOME FROM OPERATIONS                                 1,048,133         968,147
                                                    ------------    ------------
OTHER INCOME AND EXPENSE
    Interest expense                                      (9,922)     (1,198,501)
    Financing cost                                       (45,117)     (1,905,159)
    Loss from equity in investments                       (1,843)           --
    Loss on sale of assets                                  --           (13,022)
    Unrealized gain (loss) on derivative
     instruments                                       1,108,280      (2,013,481)
                                                    ------------    ------------
        Total Other Income and (Expense)               1,051,398      (5,130,163)
                                                    ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES                      2,099,531      (4,162,016)

INCOME TAX (EXPENSE) BENEFIT                            (726,722)      1,387,691
                                                    ------------    ------------
NET INCOME (LOSS)                                      1,372,809      (2,774,325)

DIVIDENDS ON PREFERRED STOCK
 (Paid 2006 -$39,900; Paid 2005 - $1,006,643)           (896,578)       (773,120)
                                                    ------------    ------------
NET INCOME (LOSS) AVAILABE TO COMMON SHAREHOLDERS   $    476,231    $ (3,547,445)
                                                    ============    ============
NET INCOME (LOSS) PER SHARE,
    BASIC                                           $        .02    $       (.17)
                                                    ============    ============
    DILUTED                                         $        .02    $       (.17)
                                                    ============    ============
WEIGHTED AVERAGE SHARES OUTSTANDING,
    BASIC                                             29,580,387      20,706,619
                                                    ============    ============
    DILUTED                                           89,426,504      20,706,619
                                                    ============    ============
</TABLE>



         The Notes to Consolidated Financial Statements are an integral
                           part of these statements.

                                       5
<PAGE>



                            CRIMSON EXPLORATION INC.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    FOR THE THREE MONTHS ENDED MARCH 31, 2006
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                 NUMBER OF SHARES
                              ----------------------                          ADDITIONAL
                              PREFERRED     COMMON     PREFERRED   COMMON       PAID-IN        RETAINED
                               STOCK        STOCK        STOCK      STOCK       CAPITAL         DEFICIT
                              ---------  -----------   ---------  ---------  -------------  --------------
<S>                           <C>        <C>          <C>        <C>        <C>            <C>
BALANCE DECEMBER 31, 2005      103,250    28,990,643   $  1,033   $ 28,991   $ 72,851,626   $ (20,076,388)
Share Based Compensation             -             -          -          -        726,299               -
Dividends paid on Preferred H        -        52,500          -         52         39,848         (39,900)
Stock options exercised              -        38,000          -         38         17,062               -
Employee bonuses                             262,334                   262         16,134               -
Acquisition of oil and gas
 leases                              -     3,697,855          -      3,698      2,732,715               -
Current period income                -             -          -          -              -       1,372,809
                              ---------  ------------  ---------  ---------  -------------  --------------
BALANCE MARCH 31, 2006         103,250    33,041,332   $  1,033   $ 33,041   $ 76,383,684   $ (18,743,479)
                              =========  ============  =========  =========  =============  ==============
</TABLE>



         The Notes to Consolidated Financial Statements are an integral
                            part of these statements.


                                       6
<PAGE>


                            CRIMSON EXPLORATION INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                      Three Months Ended March 31,
                                                      ----------------------------
                                                          2006            2005
                                                      ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                   <C>             <C>
  Net income (loss)                                   $  1,372,809    $ (2,774,325)
  Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
     Depreciation, depletion and amortization              754,376         655,778
     Asset retirement obligations                           20,994          19,161
     Stock compensation                                    723,345          70,250
     Debt issuance cost                                     26,972       1,779,596
     Discount on note payable                                 --           502,120
     Deferred tax expense (benefit)                        593,237      (1,387,691)
     Income tax payable                                    102,485            --
     Loss on sale of assets                                   --            13,022
     Loss from equity in investments                         1,843            --
     Dry holes, abandoned property, impaired assets          4,386            --
     Unrealized (gain) loss on derivative
      instruments                                       (1,108,280)      2,013,482
  Changes in operating assets and liabilities
     (Increase) decrease in accounts receivable-
      trade, net                                           567,428        (949,222)
     Increase in prepaid expenses                         (290,883)       (174,068)
     Decrease in accounts payable and accrued
      expenses                                             (25,802)     (2,571,623)
                                                      ------------    ------------
        Net cash provided by (used in) operating
         activities                                      2,742,910      (2,803,520)
                                                      ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of property and equipment                --            41,175
  Capital expenditures                                  (3,955,811)     (2,061,503)
                                                      ------------    ------------
        Net cash used in investing activities           (3,955,811)     (2,020,328)
                                                      ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of preferred stock, net                  --        38,345,646
  Proceeds from common stock options and warrants
   exercised                                                16,200             200
  Payments on debt                                          (6,397)    (31,803,219)
  Proceeds from debt issuance                                 --           820,000
  Net draws (repayments) under revolver                  1,003,221            --
  Dividends paid                                              --          (675,331)
                                                      ------------    ------------
        Net cash provided by financing activities        1,013,024       6,687,296
                                                      ------------    ------------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          (199,877)      1,863,448

CASH AND CASH EQUIVALENTS,
  Beginning of year                                        474,393         411,377
                                                      ------------    ------------
CASH AND CASH EQUIVALENTS,
  End of year                                         $    274,516    $  2,274,825
                                                      ============    ============
CASH PAID FOR INTEREST                                $     13,641    $  1,906,616
                                                      ============    ============
</TABLE>



         The Notes to Consolidated Financial Statements are an integral
                           part of these statements.

                                       7
<PAGE>


                    CRIMSON EXPLORATION INC. AND SUBSIDIARIES
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                             MARCH 31, 2006 AND 2005
                                   (UNAUDITED)

1. BASIS OF PRESENTATION

     During interim periods,  we follow the accounting policies set forth in our
     Annual  Report  on  Form  10-K  filed  with  the  Securities  and  Exchange
     Commission. Users of financial information produced for interim periods are
     encouraged  to refer to the  footnotes  contained in the Annual Report when
     reviewing interim financial results.

     The  accompanying   financial   statements  include  the  Company  and  its
     wholly-owned  subsidiaries:  Crimson  Exploration  Operating,  Inc., formed
     January 5, 2006, and LTW Pipeline Co.,  formed April 19, 1999. All material
     intercompany transactions and balances are eliminated upon consolidation.

     On  January  5, 2006 we  formed  Crimson  Exploration  Operating,  Inc.,  a
     Delaware corporation,  as our wholly owned subsidiary through which all oil
     and gas operations  will be conducted.  Effective  March 2, 2006, we merged
     all our  subsidiaries,  with the  exception of LTW Pipeline  Co., into this
     newly formed  corporation.  LTW Pipeline Co. remains an inactive subsidiary
     of Crimson Exploration Inc.

     In management's  opinion,  the accompanying  interim  financial  statements
     contain  all  material  adjustments,  consisting  only of normal  recurring
     adjustments  necessary  to present  fairly  the  financial  condition,  the
     results of operations,  and the cash flows of Crimson  Exploration Inc. for
     the interim periods.

2. STOCKHOLDERS' EQUITY

     On March  20,  2006,  the  Company  issued a total of  3,235,624  shares of
     unregistered common stock as partial consideration for the acquisition,  by
     merger, of Core Natural  Resources,  Inc., and an additional 462,231 shares
     to a Core shareholder for a 2% overriding  royalty interest owned by him in
     the Core leasehold interests.  The stock was valued at $0.74 per share, the
     closing  market price of the stock on the day  preceding the closing of the
     merger.  The stock issued is restricted stock subject to resale limitations
     under Rule 144 of the Securities Act of 1933.  Holders of the restricted
     stock were also granted limited piggyback  registration  rights that expire
     one year after the closing of the merger.

     Effective March 1, 2006, the Company issued 262,334 shares of unregistered,
     restricted  common stock to members of Company  management  in lieu of cash
     performance  bonuses for calendar year 2005. The restricted stock vests one
     year after the date of grant, and should a recipient's  employment with the
     Company  terminate  prior  to  that  date,  entitlement  to  the  stock  is
     forfeited.  The stock was valued at $0.75 per share on the grant date,  the
     closing market price of the stock on the date of grant. Upon vesting,  this
     restricted  stock  will also be subject  to resale  limitations  under Rule
     144 of the Securities Act of 1933.

3. NON-CASH INVESTING AND FINANCING ACTIVITIES

     During the three month  period  ended  March 31,  2006 we issued  3,235,624
     shares of common stock, valued at $2,394,362,  as partial consideration for
     the  acquisition  of oil  and gas  leases  via  merger  with  Core  Natural
     Resources,  Inc. As a result of this transaction we also increased the book
     value  of oil and  gas  leases  by  recording  a  $1,644,721  deferred  tax
     liability  related to the difference in the fair market value of the assets
     acquired and their underlying tax basis.  Related to this  transaction,  we
     also acquired a 2% overiding  royalty interest in that leasehold acreage by
     issuing  462,231  shares of common stock valued at $342,051.  In a separate
     transaction  in the first  quarter of 2006,  we recorded an increase in oil
     and gas leases of  $513,440  through  the  exchange  of a $289,594  account
     receivable and through the  reclassification  of a $223,846 investment in a
     partnership  upon  distribution of assets by that  partnership.  During the
     period we recorded  $16,396 in  employee  compensation  by issuing  262,334
     shares of common stock. We also paid $39,900 in dividends to the holders of
     Series H Preferred  Stock by issuing  52,500 shares of common stock.  Also,
     one of our  employees  exercised  2,000 common stock options for $900 which
     was  recorded  as  an  account  receivable.  Under  our  cashless  exercise
     procedures,  the stock was posted  for sale by a broker and the  receivable
     was subsequently settled.

                                       8
<PAGE>


     During the three month  period ended March 31,  2005,  we paid  $331,313 in
     dividends by issuing  356,250  shares of common stock and we issued  29,100
     shares of  common  stock to  satisfy  and  record a $23,280  fee for a loan
     extension.  Also, on March 30, 2005 one of our employees  exercised  25,000
     common  stock  options  for  $11,250,  which was  reflected  as an  account
     receivable.  Under our cashless exercise  procedures,  the stock was posted
     for sale by a broker  and the  receivable  was  settled  when the stock was
     sold.  During the period we invested  $23,006 in an oil and gas partnership
     by  contributing  our  cost  basis  in  undrilled  oil and gas  leases.  In
     addition, we financed new field trucks for the $45,724 cost.

4. DERIVATIVE INSTRUMENTS

     In the past we have entered into, and may in the future enter into, certain
     derivative arrangements with respect to portions of our oil and natural gas
     production  to reduce our  sensitivity  to volatile  commodity  prices.  We
     believe  that these  derivative  arrangements,  although  not free of risk,
     allow us to achieve a more  predictable cash flow and to reduce exposure to
     price fluctuations.  However,  derivative arrangements limit the benefit to
     us of increases in the prices of crude oil and natural gas sales. Moreover,
     our derivative  arrangements  apply only to a portion of our production and
     provide only  partial  price  protection  against  declines in price.  Such
     arrangements   may  expose  us  to  risk  of  financial   loss  in  certain
     circumstances. We expect that the monthly volume of derivative arrangements
     will vary from time to time. We  continuously  reevaluate our price hedging
     program in light of increases in production,  market conditions,  commodity
     price  forecasts,  capital  spending  and debt  service  requirements.  The
     following derivatives were in place at March 31, 2006.


<TABLE>
<CAPTION>

                                                                                                      Fair Value
                  Crude Oil                      Volume/ Month         Average Price/ Unit            Liability
                  ---------                      -------------         -------------------       -------------------
<S>                                   <C>          <C>              <C>                          <C>
         Apr 2006 - Dec 2006          Collar        9,000 Bbls     Floor $50.00-$59.00 Ceiling   $           863,748
         Jan 2007 - Dec 2007          Collar        3,000 Bbls     Floor $45.00-$59.45 Ceiling               444,867
                                                                                                 -------------------
                                                                                                 $         1,308,615
                                                                                                 ===================

                                                                                                      Fair Value
                 Natural Gas                     Volume/ Month         Average Price/ Unit        Asset (Liability)
                 -----------                     -------------         -------------------       ------------------
         Jan 2006 - Dec 2006          Collar     70,000 MMBTU       Floor $6.00-$8.25 Ceiling    $           220,647
         Jan 2007 - Dec 2007          Collar     20,000 MMBTU       Floor $6.00-$6.95 Ceiling
                                                                                                             510,628
                                                                                                 -------------------
                                                                                                 $           731,275
                                                                                                 ===================
         Total fair value                                                                        $         2,039,890
         Current portion
                                                                                                           1,297,640
                                                                                                 -------------------
         Noncurrent portion                                                                      $           742,250
                                                                                                 ===================
</TABLE>
                                        9
<PAGE>

              We also had the following put options in place at March 31, 2006,
for the months reflected.




               Crude Oil               Monthly Volume      Price per Bbl
               ---------               --------------      -------------
         Jan  2006 - Apr 2006            7,000 Bbls               $25.75
         May 2006 - Oct 2006             6,000 Bbls               $25.75
         Nov 2006 - Apr 2007             5,000 Bbls               $25.75

          The value of these put options was minimal.

          At the  end of each  reporting  period  we are  required  by SFAS  133
          "Accounting  for Derivative  Instruments  and Hedging  Activities," to
          record on our  balance  sheet the  marked to market  valuation  of our
          derivative  instruments.  We recorded a net liability  for  derivative
          instruments  at March 31, 2006 and December 31, 2005 of $2,039,890 and
          $3,148,170 respectively.  As a result of these agreements, we recorded
          a  non-cash  increase  in  earnings,   for  unsettled  contracts,   of
          $1,108,280  for the three  month  period  ended  March 31,  2006 and a
          non-cash  charge of $2,013,481  for the three month period ended March
          31, 2005.  The estimated  change in fair value of the  derivatives  is
          reported  in Other  Income and  Expense as  unrealized  (gain) loss on
          derivative instruments.

          For settled contracts, we realized losses,  reflected as reductions in
          oil and gas  revenues,  of $164,400  and  $656,550 for the three month
          periods ended March 31, 2006, and 2005, respectively.

5. STOCK BASED COMPENSATION

          In December 2004, the Financial  Accounting  Standards  Board ("FASB")
          issued Statement of Financial  Accounting  Standards  ("SFAS") No. 123
          (revised 2004) "Share-Based Payment" ("SFAS No. 123R"), which replaces
          SFAS No. 123, "Accounting for Stock-Based Compensation" and supersedes
          APB Opinion 25. SFAS No. 123R  requires  all  share-based  payments to
          employees,   including  grants  of  employee  stock  options,   to  be
          recognized  in the  financial  statements  based  on the  fair  values
          beginning  with the first interim  period in fiscal year 2006. The pro
          forma  disclosures  previously  permitted under SFAS No. 123 no longer
          will be an alternative to financial statement recognition.

          The  Company  adopted  SFAS No.  123R on  January  1,  2006  using the
          modified  prospective  method in which compensation cost is recognized
          beginning with the effective date based:  (a) on the  requirements  of
          SFAS No. 123R for all  share-based  payments  granted after January 1,
          2006;  and (b) on the  requirements  of SFAS  No.  123 for all  awards
          granted to employees  prior to January 1, 2006 that remain unvested on
          January 1, 2006. Under our 2005 Stock Incentive Plan we had 22,400,000
          unvested options  outstanding at January 1, 2006 with authorization to
          issue an  additional  4,600,000  under that plan.  It is our policy to
          issue new shares for any options  exercised.  We use the Black-Scholes
          option pricing model to measure the fair value of stock  options.  For
          the  unvested   options  the  previously   measured  but  unrecognized
          compensation  expense,  based on the fair value at the original  grant
          date,  will  be  recognized  in  our  financial  statements  over  the
          remaining  vesting period.  Prior to the adoption of SFAS No. 123R, we
          followed  the  intrinsic  value  method in  accordance  with APB 25 to
          account for employee stock-based compensation.  Prior period financial
          statements have not been restated.

          The modified prospective method requires us to estimate forfeitures in
          calculating the expense related to stock-based compensation as opposed
          to recognizing  forfeitures as they occur. All our unvested options at
          January  1, 2006 were held by our  executive  officers.  As we have no
          prior  history of executive  officers  forfeiting  options,  we do not
          believe any of these options will be forfeited prior to vesting.

          For options issued under our 2005 plan we recorded $726,299 in expense
          (included in general and  administrative  expense on the  Statement of
          Operations)  in the first  quarter and  estimate  $14,054,333  will be
          expensed over the remaining  vesting  period of thirty six months.  We
          assumed  weighted  average  risk free  interest  rate of 4%,  weighted
          average expected life of 6 years, weighted average expected volatility
          of 92.70% and no expected dividends.

                                       10
<PAGE>

         The following table summarizes stock option activity for the three
months ended March 31, 2006:

                                                Number of          Weighted
                                                  Shares           Average
                                                Underlying         Exercise
                                                 Options             Price
                                             ----------------     -------------
         Outstanding at December 31, 2005          24,110,000        $  1.36
         Granted                                            -               -
         Exercised
                                                      (38,000)       $  (0.45)
         Expired                                            -               -
         Forfeited                                          -               -
                                                            -
                                             ----------------
         Outstanding at March 31, 2006             24,072,000        $   1.36
                                             ================
         Exercisable at March 31,2006               3,867,000        $   1.09
                                             ================


         The following table summarizes information about stock options
outstanding at March 31, 2006:

                                              Weighted
                                              Average
           Exercise            Number         Remaining         Number
            Prices           Outstanding     Life (Years)     Exercisable
            ------           -----------     ------------     -----------
          $   0.45            1,262,000          2.9           1,027,000
          $   0.75              285,000          2.1             285,000
          $   0.83               65,000          0.1              65,000
          $   0.97            3,600,000          8.9             540,000
          $   1.16            2,066,333          9.0                   -
          $   1.25            5,400,000          8.9             810,000
          $   1.70           11,333,667          8.9           1,080,000
          $   1.81               60,000          2.0              60,000
                            -----------                      -----------
                             24,072,000          8.5           3,867,000
                            ===========                      ===========

         The following table reflects the impact of adopting SFAS No. 123R:


                                                               Three Months
                                                                  Ended
                                                              March 31, 2006
                                                              --------------
        Compensation expense related to stock options, net
           of tax of $275,994 and $54,549 respectively             $  450,305


        Basic earnings per share impact                                  0.01
        Diluted earnings per share impact                                0.00


6. FINANCING ACTIVITY

          On February 28, 2005, we sold in a private placement, 81,000 shares of
          our Series G Preferred Stock to OCM GW Holdings,  LLC ("OCMGW") for an
          aggregate  offering  price  of  $40.5  million.  GulfWest  Oil and Gas
          Company,  ("GWOG") a then  subsidiary  of the  Company,  issued,  in a
          private  placement,  2,000  shares of our  Series A  Preferred  Stock,
          having a liquidation  preference  of $1.0  million,  to OCMGW for $1.5
          million.  Net proceeds of the offerings of  approximately  $38 million
          after expenses were used for the repayment of substantially all of our
          outstanding  debt and  other  past  due  liabilities  and for  general
          corporate purposes.
                                       11
<PAGE>

          The Series G  Preferred  Stock  bears a coupon of 8% per year,  has an
          aggregate liquidation preference of $40.5 million, is convertible into
          Common  Stock at $0.90 per  share and is senior to all of our  capital
          stock.  For the first  four  years  after  issuance,  we may defer the
          payment  of  dividends  on the  Series G  Preferred  Stock  and  these
          deferred  dividends will also be convertible  into our Common Stock at
          $0.90 per share. In addition, the Series G Preferred Stock is entitled
          to  nominate  and  elect a  majority  of the  members  of the Board of
          Directors of Crimson.

          In  connection  with  these  transactions,  the terms of the  Series A
          Preferred  Stock were amended  such that by March 15,  2005,  all such
          stock would  either  convert into a newly  created  Series H Preferred
          Stock on a one for one  basis  or into  Common  Stock at a  conversion
          price of $0.35 per share.  The Series H Preferred Stock is required to
          be paid a dividend of 40 shares of Common  Stock per share of Series H
          Preferred Stock per year. In addition, the Series H Preferred Stock is
          convertible  into  Common  Stock at a  conversion  price of $0.35  per
          share.  At March  15,  2005,  holders  of  6,700  shares  of  Series A
          Preferred  Stock  converted to Series H Preferred Stock and holders of
          3,250  shares of Series A Preferred  Stock  converted  to an aggregate
          4,642,859  shares of Common Stock.  Subsequently  in 2005,  holders of
          Series  H  Preferred  Stock  converted  1,450  of  their  shares  into
          2,071,429 shares of Common Stock.  The outstanding  Series H Preferred
          Stock has an aggregate  liquidation  preference of $2.625 million. The
          Series H Preferred  Stock is senior to all of our capital  stock other
          than Series G Preferred Stock.

          In  addition,  we  amended  the terms of our 9,000  shares of Series E
          Preferred  Stock such that the  coupon of 6% per year may be  deferred
          for  the  next  four  years  and  these  deferred  dividends  will  be
          convertible  into  Common  Stock at a  conversion  price of $0.90  per
          share. The original  liquidation  preference of the Series E Preferred
          Stock of $500 per share remains convertible into Common Stock at $2.00
          per share.  The Series E Preferred Stock has an aggregate  liquidation
          preference of $4.5 million,  and is senior to all of our Common Stock,
          of  equal   preference  with  our  Series  D  Preferred  Stock  as  to
          liquidation and junior to our Series G and Series H Preferred Stock.

          On July 15,  2005,  we  entered  into a $100  million  senior  secured
          revolving credit facility with Wells Fargo Bank, National Association.
          Borrowings  under  the  new  credit  facility  will  be  subject  to a
          borrowing  base  limitation  based on our  current  proved oil and gas
          reserves. The current borrowing base is set at $20 million and will be
          subject to semi-annual redeterminations.  The facility is secured by a
          lien on all our assets, and the assets of our subsidiaries, as well as
          a security interest in the stock of all our  subsidiaries.  The credit
          facility  has a term  of  three  years,  and  all  principal  amounts,
          together with all accrued and unpaid interest, will be due and payable
          in full on June 30, 2008. Proceeds from extensions of credit under the
          facility will be for  acquisitions  of oil and gas  properties and for
          general  corporate  purposes.  The  facility  also  provides  for  the
          issuance  of  letters-of-credit  up  to a  $3  million  sub-limit.  We
          incurred  $323,662  in  issuance  costs  associated  with  the  credit
          facility which are being amortized over its life.

          Advances  under the  facility  will be in the form of either base rate
          loans or  Eurodollar  loans.  The interest rate on the base rate loans
          fluctuates  based upon the higher of (1) the lender's "prime rate" and
          (2) the Federal Funds rate,  plus a margin of 0.50%,  plus a margin of
          between 0.0% and 0.5%  depending on the percent of the borrowing  base
          utilized at the time of the credit extension. The interest rate on the
          Eurodollar  loans  fluctuates  based upon the rate at which Eurodollar
          deposits in the London  Interbank  market ("Libor") are quoted for the
          maturity  selected,  plus a margin of 1.25% to 2.00%  depending on the
          percent  of the  borrowing  base  utilized  at the time of the  credit
          extension.  Eurodollar  loans of one,  three  and nine  months  may be
          selected by us. A  commitment  fee of 0.375% on the unused  portion of
          the borrowing base will accrue,  and be payable  quarterly in arrears.
          Our interest rate at March 31, 2006 was the prime rate of 7.75%.

                                       12
<PAGE>

          The  credit  agreement   includes  usual  and  customary   affirmative
          covenants  for  credit  facilities  of this type and size,  as well as
          customary negative covenants,  including,  among others, limitation on
          liens,  hedging,  mergers,  asset sales or  dispositions,  payments of
          dividends,  incurrence of additional indebtedness,  certain leases and
          investments  outside of the ordinary  course of  business.  The credit
          agreement  also  requires us to maintain a ratio of current  assets to
          current liabilities,  except that any availability under the borrowing
          base will be  considered  as an  addition to current  assets,  and any
          current assets or liabilities  resulting from hedging  agreements will
          be  excluded,  of at least 1.0 to 1.0, an interest  coverage  ratio of
          EBITDAX   (earnings   before   interest,   taxes,   depreciation   and
          amortization and exploration  expense) to cash interest expense of 3.0
          to 1.0 and a tangible  net worth of at least $45  million,  subject to
          adjustment  based on future  results  of  operations  and any sales of
          equity  securities.  EBITDAX  and  tangible  net worth are  calculated
          without  consideration of unrealized gains and losses related to stock
          derivatives  accounted for under variable  accounting rules or mark to
          market  adjustments for commodity hedges. At March 31, 2006 we were in
          compliance with the aforementioned financial covenants.


7. OIL AND GAS PROPERTIES

          On March  20,  2006 we  purchased  a 100%  working  interest  (75% net
          revenue interest) in leases on approximately  22,000 undeveloped acres
          in Culberson County Texas. The acreage, believed to contain producible
          reserves  in the  Barnett  Shale and Atoka  formations,  was  acquired
          through our acquisition,  by merger, of Core Natural  Resources,  Inc.
          ("Core"), a privately-held entity that was incorporated solely to hold
          the leases  acquired  by us.  Pursuant to the merger  agreement,  each
          issued and  outstanding  share of common  stock of Core was  converted
          into the right to receive (i)  5.39270725  shares of the common stock,
          par value $.001 per share, of the Company (the "Stock  Consideration")
          and (ii) cash in an  amount  determined  by  dividing  $706,123.25  by
          600,000  (the  "Cash  Consideration,"  and,  together  with the  Stock
          Consideration,  the  "Merger  Consideration").  Pursuant to the merger
          agreement,  we assumed  $2,045,258 of Core  indebtedness that was paid
          off at the closing of the merger.  The cash paid at closing was funded
          from cash on hand and temporary  borrowings under our credit facility.
          At closing  of the merger  agreement,  600,000  shares of Core  Common
          Stock were issued and  outstanding.  We issued 3,235,624 shares of our
          common stock as the Stock  Consideration.  In a separate  transaction,
          the Company also issued an additional  462,231  shares of common stock
          of  the  Company  to a  Core  stockholder  as  consideration  for  the
          assignment  of  a  2%  overriding   royalty  interest  owned  by  that
          stockholder  in the oil and gas leases of Core  (giving us a total 77%
          net revenue  interest).  All stock  issued in  conjunction  with these
          transactions is restricted stock subject to resale  limitations  under
          Rule 144 of the Securities Act of 1933. Core stockholders were also
          granted certain limited piggyback registration rights that will expire
          one year from the closing.

          As a result of this transaction we recorded a $1,644,721  deferred tax
          liability  related to the  difference  in the fair market value of the
          assets acquired and their underlying tax basis.

8. DEFERRED TAXES

          Our deferred tax asset decreased by approximately  $2.2 million during
          the quarter.  The major  components  of the decrease  were $.5 million
          from the  utilization  of net  operating  loss  carryforwards  and the
          recording of the $1.6 million  deferred tax  liability  related to the
          Core merger.

          Deferred  tax  assets  are  shown  net  of a  $3.1  million  valuation
          allowance.  The valuation  allowance was recorded because we expect we
          will  not  be  able  to  use  net  operating  loss   carryforwards  of
          approximately  $9.1 million due to the limitations of Internal Revenue
          Code Section 382.
                                       13
<PAGE>

9. PREFERRED STOCK

          Dividends on all classes of our preferred  stock are cumulative  until
          declared as payable by our Board of Directors.  Our Series E Preferred
          Stock  accumulates at 6% per annum payable in cash, Series G Preferred
          Stock  accumulates  at 8% per  annum  payable  in cash  and  Series  H
          Preferred Stock accumulates at 40 shares of our common stock per share
          of the  Series H  Preferred  Stock per  annum,  payable  quarterly  as
          declared. Our Series D Preferred Stock bears no dividends.

          The  following  table sets forth the  accumulated  value of undeclared
          dividends of our preferred stock at March 31, 2006.

      Series E Preferred Stock                              $         293,671
      Series G Preferred Stock                                      3,524,055
      Series H Preferred Stock                                         41,998
                                                            -----------------
                                                            $       3,859,724
                                                            =================

          The  Series E and Series G  dividends  are  convertible  to our common
          stock at $.90 per common  share.  The Series H Preferred  Stock has no
          conversion  feature for unpaid  dividends.  These  dividends  call for
          payment of 10 common  shares per  quarter  for each  preferred  share.
          Payments on the Series H are current.


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         Overview.
          We are primarily engaged in the acquisition, development, exploitation
          and production of crude oil and natural gas,  primarily in the onshore
          producing  regions of the United  States.  Our focus is on  increasing
          production from our existing properties through further  exploitation,
          development and exploration,  and on acquiring additional interests in
          undeveloped  crude oil and natural gas properties.  Our gross revenues
          are derived from the following sources:

          1.   Oil and gas sales  that are  proceeds  from the sale of crude oil
               and  natural  gas  production  to  midstream   purchasers.   This
               represents over 99% of our gross revenues.

          2.   Operating   overhead   and  other   income   that   consists   of
               administrative  fees received for operating crude oil and natural
               gas  properties  for  other  working  interest  owners,  and  for
               marketing and  transporting  natural gas for those  owners.  This
               also includes earnings from other miscellaneous activities.

          The  following  discussion  should  be read in  conjunction  with  the
          consolidated  financial  statements and the notes thereto  included in
          this quarterly report on Form 10-Q and with the consolidated financial
          statements, notes and management's discussion and analysis reported on
          our  2005  Form   10-K.   Statements   in  this   discussion   may  be
          forward-looking.  These  forward-looking  statements involve risks and
          uncertainties.  We caution that a number of factors could cause future
          production,  revenues  and  expenses  to  differ  materially  from our
          expectations. For a discussion on risk factors affecting our business,
          see the  information  in ITEM 1. A in our 2005  Annual  Report on From
          10-K.

          Comparative  results  of  operations  for the  periods  indicated  are
          discussed below.

          Three-Month Period Ended March 31, 2006 compared to Three Month Period
          Ended March 31, 2005.

                                       14
<PAGE>

          Revenues

          Oil and Gas Sales.  During the 2006 first  quarter,  revenues from the
          sale of crude oil and natural  gas,  net of  realized  losses from our
          hedging instruments,  were $5,113,000, up 41% from $3,634,000 in 2005.
          Losses  realized on our hedges  during the 2006 quarter were  $134,000
          for oil and $30,000 for gas, compared to $535,000 for oil and $121,000
          for gas in the 2005 quarter.  The significant increase in revenues was
          due to higher crude oil and natural gas prices.

          Our first quarter 2006 sales volumes were 45,846  barrels of crude oil
          and 317,606 mcf of natural  gas,  or 592,682  natural gas  equivalents
          (mcfe)  compared  to 44,708  barrels of crude oil and  344,015  mcf of
          natural gas, or 612,263 mcfe in the first  quarter of 2005. On a daily
          basis we  produced  an average  of 6,600 mcfe in the first  quarter of
          2006  compared to a daily  average of 6,800 mcfe in the 2005  quarter.
          The lower volumes were primarily due to curtailed  production of 1,000
          mcfepd at our  Cameron  Parish  fields as we worked to finish  repairs
          from the effects of Hurricane  Rita.  These repairs were  completed at
          the end of April.

          Oil and gas  prices are  reported  net of the  realized  effect of our
          hedging agreements.  Prices realized in the first quarter of 2006 were
          $58.11 per bbl and $7.71 per mcf  compared to $35.84 per bbl and $5.91
          per mcf in the first quarter of 2005. Prices before the effects of the
          hedging  agreements were $61.04 per bbl and $7.81 per Mcf in the first
          quarter  of 2006  compared  to $47.82 per bbl and $6.26 per mcf in the
          first quarter of 2005.

          Costs and Expenses

          Lease  Operating  Expenses.  Lease  operating  expenses  for the first
          quarter of 2006 were $1,579,000, an increase of 13% from $1,401,000 in
          2005.  The  increase  was due to higher  production  taxes from higher
          revenues and general increases in the price of industry services.

          On a per unit basis,  expenses  increased from $ 2.29 per mcfe in 2005
          to $2.66 per mcfe in 2006,  due  primarily to the higher  rental costs
          and  water  disposal  costs  and  the  production  shut-in  due to the
          hurricane.

          Depreciation,  Depletion and Amortization (DD&A). DD&A expense for the
          first quarter of 2006 was $754,000 compared to expense of $656,000 for
          the prior year quarter,  due to the increase in the DD&A rate per unit
          from $1.07 per mcfe in 2005 to $1.27 per mcfe in 2006.

          General and  Administrative  (G&A)  Expenses.  Our G&A  expenses  were
          $1,724,000  in the 2006  quarter  compared  to $618,000 in 2005 due to
          additions   to  our   management   team  to   carry   out   our   post
          recapitalization  growth strategy and stock option expense of $726,000
          related  to our  adoption  of SFAS  123R.  On a per  unit  basis,  and
          exclusive of the non-cash SFAS 123R expense, and the employee bonuses,
          expenses  increased  from  $1.01 per mcfe in 2005 to $1.64 per mcfe in
          2006.

          Interest  Expense.  Interest expense  decreased 99% from $1,199,000 in
          2005 to  $10,000  in 2006,  primarily  due to the  retirement  of debt
          associated with our February 2005 recapitalization.

          Geological and  Geophysical  Expense (G&G).  G&G expense was $9,000 in
          2006.  No G&G costs were  incurred  in 2005 as we focused  our capital
          program on the development of our proved reserves.

          Dry  Holes,   Abandonment   Costs  and  Impaired  Assets.   Dry  hole,
          abandonment  and  impairment  expense was minimal in the 2006 and 2005
          quarters.

          Debt Issuance Costs. Debt issuance costs were $45,000 in 2006 compared
          with  $1,905,000 in 2005. The expense in 2006 was comprised  primarily
          of the amortization of capitalized costs associated with the revolving
          credit  facility we entered  into in July 2005 and fees related to the
          unused portion of the borrowing base of the credit facility.  Costs in
          2005  included the writeoff of  previously  capitalized  debt issuance
          costs  associated  with  previous  financings  that were  repaid  with
          proceeds  from the sale of the Series G  Preferred  Stock in  February
          2005.

                                       15
<PAGE>


          Unrealized (Gain)/Loss on Derivative  Instruments.  Unrealized gain or
          loss on derivative instruments is the change during the quarter in the
          mark-to-market exposure under our commodity price hedging instruments.
          This non-cash  increase in earnings for 2006 was  $1,108,000  compared
          with a  non-cash  expense of  $2,013,000  for the 2005  quarter.  This
          expense  will vary  period to period,  and will be a  function  of the
          hedges in  place,  and the  strike  prices  of those  hedges,  at each
          balance sheet date.

          Income Tax. Our net income  before taxes was  $2,100,000  for the 2006
          quarter.  After adjusting for permanent tax  differences,  we recorded
          $727,000 in income tax expense. We reported a net loss before taxes of
          $4,162,000 for the 2005 quarter  resulting in an income tax benefit of
          $1,388,000.

          Dividends  on  Preferred  Stock.  Dividends  on  preferred  stock were
          $897,000 in 2006  compared  with  $773,000 in 2005.  Dividends in 2006
          included  $799,000  on the Series G  Preferred  Stock,  $31,000 on the
          Series H Preferred Stock and $67,000 on the Series E Preferred  Stock.
          Dividends on preferred stock for 2005 included  $284,000 on the Series
          G Preferred Stock, $26,000 on the Series H Preferred Stock, $24,000 on
          the Series E  Preferred  Stock and  $439,000  for the other  series of
          preferred   stock   previously   issued  by  the  Company  and/or  its
          subsidiaries   and   retired  as  part  of  the   February   28,  2005
          recapitalization.

          Financial Condition and Capital Resources

          At March 31, 2006, our current liabilities exceeded our current assets
          by  $1,981,278,  while at December  31,  2005 our current  liabilities
          exceeded our current  assets by  $1,030,657.  At March 31, 2006 we had
          $17,960,497  available  on our  revolving  line of credit.  During the
          quarter,  we generated  $2,742,910  in cash flow from  operations.  We
          believe cash flow, along with temporary borrowings under our revolver,
          will be  sufficient  to fund our daily  operations,  debt  service and
          planned capital development program in 2006.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

          The following  market rate  disclosures  should be read in conjunction
          with the quantitative  disclosures  about market risk contained in our
          2005  Annual  Report on Form  10-K,  as well as with the  consolidated
          financial  statements  and notes  thereto  included in this  quarterly
          report on Form 10-Q.

          All of our financial  instruments are for purposes other than trading.
          We only enter into  derivative  financial  instruments  in conjunction
          with our oil and gas hedging activities.

          Hypothetical  changes  in  interest  rates and  prices  chosen for the
          following   stimulated   sensitivity  effects  are  considered  to  be
          reasonably possible near-term changes generally based on consideration
          of past  fluctuations  for each risk  category.  It is not possible to
          accurately  predict  future  changes  in  interest  rates and  product
          prices.  Accordingly,   these  hypothetical  changes  may  not  be  an
          indicator of probable future fluctuations.

          Interest Rate Risk

          We are exposed to interest  rate risk on debt with  variable  interest
          rates. At March 31, 2006, we carried variable rate debt of $2,039,503.
          Assuming a one  percentage  point change in interest rates on variable
          rate debt  outstanding at March 31, 2006, the annual pretax results of
          operations would change by $20,395.

                                       16
<PAGE>

          Commodity Price Risk

          We hedge a portion of price risk  associated  with our oil and natural
          gas sales through  contractual  arrangements  which are  classified as
          derivative   instruments.   As  of  March  31,2006,  these  derivative
          instruments  had an estimated fair value  liability of  $2,039,890.  A
          hypothetical  change in oil and gas prices could have an effect on oil
          and gas futures  prices,  which are used to estimate the fair value of
          our derivative instruments.  Considering the highly volatile nature of
          energy  commodity  prices in the near and long term  consideration  of
          attributes  impacting  them,  it is not  practicable  to estimate  the
          resultant change.

ITEM 4. CONTROLS AND PROCEDURES

          As of March 31, 2006,  our President and Chief  Executive  Officer and
          our Chief Financial  Officer evaluated the effectiveness of the design
          and operation of our disclosure  controls and  procedures  pursuant to
          Rule 13a-15 (b) under the Securities  Exchange Act of 1934, as amended
          ("the Exchange Act"). Based upon this evaluation, they concluded that,
          subject to the limitations  described below, the Company's  disclosure
          controls  and   procedures   offer   reasonable   assurance  that  the
          information  required to be disclosed by the Company in the reports it
          files under the Exchange Act is recorded,  processed,  summarized  and
          reported  within  the time  periods  specified  in the rules and forms
          adopted by the Securities and Exchange Commission.

          During the period covered by this report,  there has been no change in
          the  Company's   internal  controls  over  financial   reporting  that
          materially  affected,  or is reasonably  likely to materially  affect,
          these controls.

          Limitations  on  the   Effectiveness  of  Controls.   Our  management,
          including  the  President  and Chief  Executive  Officer and the Chief
          Financial  Officer,  does not  expect  that the  Company's  disclosure
          controls and  procedures  will prevent all error and all fraud. A well
          conceived  and operated  control  system is based in part upon certain
          assumptions about the likelihood of future events and can provide only
          reasonable, not absolute, assurance that the objectives of the control
          systems are met. Further,  the design of a control system must reflect
          the fact that there are  resource  constraints,  and the  benefits  of
          controls must be considered  relative to their costs.  There have been
          no  significant  changes in our internal  controls or in other factors
          that could significantly  affect internal controls subsequent to March
          31, 2006.

                           PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

          On February 28, 2006, our board of directors approved restricted stock
          awards  representing  262,334  shares  of  our  Common  Stock  to  our
          executive  officers for services performed during fiscal year 2005. We
          believe  that the  issuances  described  in this Item would be private
          placements exempt under Section 4(2) of the Securities Act of 1933 due
          to the nature of each transaction,  the relationship of such investors
          with us and their knowledge of the company.

ITEM 6. EXHIBITS.



Number   Description
------   -----------
2.1      Agreement  and Plan of Merger,  dated  March 14,  2006,  among  Crimson
         Exploration Inc., Exploration Operating,  Inc., Core Natural Resources,
         Inc. and its stockholders.  (Previously filed with our Annual Report on
         Form 10-K for the year ended  December  31,  2005,  File No.  000-21644
         filed with the Commission on March 31, 2006.)

                                       17
<PAGE>

4.1      Registration  Rights  Agreement,  dated March 20, 2006,  among  Crimson
         Exploration Inc. and the stockholders of Core Natural  Resources,  Inc.
         (Previously filed with our Annual Report on Form 10-K, as amended,  for
         the year ended December 31, 2005,  File No.  000-21644  initially filed
         with the Commission on March 31, 2006.)

*31.1    Certification  of Chief  Executive  Officer  pursuant to Exchange  Rule
         13a-14(a) as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act
         of 2002.

*31.2    Certification  of Chief  Financial  Officer  pursuant to Exchange  Rule
         13a-14(a) as adopted pursuant to Section 302 of the  Sarbanes-Oxley Act
         of 2002.

*32      Certification pursuant to 18.U.S.C Section 1350 pursuant to Section 906
         of the Sarbanes-Oxley Act of 2002. *Filed herewith.


                                       18
<PAGE>


                                   SIGNATURES

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



                  CRIMSON EXPLORATION INC.
                  (Registrant)



Date: May 15, 2006

                  By: /s/ Allan D. Keel
                  -------------------------------------------------
                  Allan D. Keel
                  President and Chief Executive Officer

Date: May 15, 2006

                  By: /s/ E. Joseph Grady
                  -------------------------------------------------
                  E. Joseph Grady
                  Senior Vice President and Chief Financial Officer



                                       19