##### Table of Contents



As filed with the Securities and Exchange Commission on
    March 30, 2007
 
 
 Registration
    No. 333-140599
 
 
   UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
    
  Amendment
 
 
 No. 1 to
 
 Form S-1
 REGISTRATION STATEMENT UNDER
    THE SECURITIES ACT OF 1933
     QUICKSILVER GAS SERVICES
    LP
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware

4922

56-2639586(State or Other Jurisdiction
    of
    Incorporation or Organization)

(Primary Standard Industrial
    Classification Code Number)

(I.R.S. Employer
    Identification Number)   777 West Rosedale Street, Suite 300
 Fort Worth, Texas 76104
 (817) 665-5000
 (Address, Including Zip Code,
    and Telephone Number, Including Area Code, of Registrants
    Principal Executive Offices)
  John C. Cirone
 777 West Rosedale Street, Suite 300
 Fort Worth, Texas 76104
 (817) 665-5000
 (Name, Address, Including Zip
    Code, and Telephone Number, Including Area Code, of Agent for
    Service)
    Copies to:
 G. Michael OLeary
    Henry Havre
    Andrews Kurth LLP
    600 Travis Street, Suite 4200
    Houston, Texas 77002
    (713) 220-4200

D. Alan Beck, Jr.
    Alan P. Baden
    Vinson & Elkins L.L.P.
    1001 Fannin Street, Suite 2300
    Houston, Texas  77002
    (713) 758-2222    Approximate date of commencement of proposed sale to the
    public:
   o
  o
  o
  o
   
 Proposed MaximumTitle of Each Class of


Aggregate Offering


Amount ofSecurities To Be Registered


Price(1)(2)


Registration FeeCommon units representing limited
    partner interests


$81,506,250


$8,721(3)  
 
 (1)
    
    Includes common units issuable upon
    exercise of the underwriters option to purchase additional
    common units. 
 
  (2)
    
    Estimated solely for the purpose of
    calculating the registration fee pursuant to Rule 457(o). 
 
  (3)
    
    Previously paid by the Registrant
    in connection with the Registration Statement on
    Form S-1
    (Registration
    No. 333-140599),
    as filed with the Securities and Exchange Commission on
    February 12, 2007. 
   The Registrant hereby amends this Registration Statement on
    such date or dates as may be necessary to delay its effective
    date until the Registrant shall file a further amendment which
    specifically states that this Registration Statement shall
    thereafter become effective in accordance with Section 8(a)
    of the Securities Act of 1933 or until the Registration
    Statement shall become effective on such date as the Securities
    and Exchange Commission, acting pursuant to said
    Section 8(a), may determine.




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##### Table of Contents



The
information in this preliminary prospectus is not complete and
may be changed. These securities may not be sold until the
registration statement filed with the Securities and Exchange
Commission is effective. This preliminary prospectus is not an
offer to sell nor does it seek an offer to buy these securities
in any jurisdiction where the offer or sale is not permitted.  
  SUBJECT
    TO COMPLETION DATED MARCH 30, 2007
 
  PROSPECTUS
  Quicksilver Gas Services
    LP
  3,375,000 Common
    Units
  Representing Limited Partner
    Interests
   
  Investing in our common units involves risks. Please read
    Risk Factors beginning on page 14.
 
   
  
    We are dependent on our ultimate parent, Quicksilver Resources
    Inc., for almost all of our supply of natural gas. The loss of
    this customer would result in a material decline in our volumes,
    revenues and cash available for distribution. 
 
  
    Our pro forma available cash generated during the year ended
    December 31, 2006 would not have been sufficient to enable
    us to make cash distributions to holders of our common units and
    subordinated units at the initial distribution rate under our
    cash distribution policy. 
  
    Because of the natural decline in production from existing wells
    in our operating region, our success depends on our ability to
    obtain new sources of supplies of natural gas, which depends on
    certain factors beyond our control. Any decrease in supplies of
    natural gas could adversely affect our business and operating
    results.
    We depend on a single processing plant and a single pipeline
    system for all of our revenues, and if utilization of these
    assets were reduced significantly, there would be a material
    adverse effect on our results of operations and ability to make
    distributions to our unitholders.
    Quicksilver will own a 75.0% limited partner interest in us and
    will control our general partner, which has sole responsibility
    for conducting our business and managing our operations. Our
    general partner has conflicts of interest, which may permit it
    to favor its own interests to your detriment.
    Cost reimbursements due to our general partner and its
    affiliates for services provided, which will be determined by
    our general partner, will be substantial and will reduce our
    cash available for distribution to you.
    Holders of our common units have limited voting rights and are
    not entitled to elect our general partner or its directors.
    Even if unitholders are dissatisfied, they cannot initially
    remove our general partner without its consent.
    Control of our general partner may be transferred to a third
    party without unitholder consent.
    You will experience immediate and substantial dilution of
    $      in tangible net book value
    per common unit.
    You may be required to pay taxes on income from us even if you
    do not receive any cash distributions from us.  PerCommon Unit


TotalInitial public offering price

$



$Underwriting discount(1)

$



$Proceeds, before expenses, to
    Quicksilver Gas Services LP

$



$     (1)
    
    Excludes an aggregate structuring fee equal to 0.5% of the gross
    proceeds of this offering, or approximately
    $      million, payable to UBS
    Investment Bank and Goldman, Sachs & Co.  30-day
      UBS
    Investment Bank
    Goldman,
    Sachs & Co.




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##### Table of Contents



(Map
    Depicting our Assets)




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##### Table of Contents



TABLE OF
    CONTENTS
  
 SUMMARY


1Our Assets and
    Operations


2Near-Term Growth
    Platform


2Our Recent
    Results


2Business
    Strategies


2Competitive
    Strengths


3Risk
    Factors


3Formation
    Transactions and Partnership Structure


4Management of
    Quicksilver Gas Services LP


6Principal Executive
    Offices and Internet Address


6Conflicts of
    Interest and Fiduciary Duties


6Our General
    Partners Right to Receive Incentive
    Distributions


6The
    Offering


8RISK
    FACTORS


14Risks Related to
    Our Business


14Risks Inherent in
    an Investment in Us


23Tax Risks to Common
    Unitholders


31USE OF
    PROCEEDS


34CAPITALIZATION


35DILUTION


36OUR CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS


37General


37Our Initial
    Distribution Rate


38Unaudited Pro Forma
    Available Cash for Year Ended December 31, 2006


40Financial Forecast
    for the Twelve Months Ending June 30, 2008


43Assumptions and
    Considerations


45Estimated Cash
    Available for Distribution for the Twelve Months Ending
    June 30, 2008


47PROVISIONS OF OUR
    PARTNERSHIP AGREEMENT RELATING TO CASH DISTRIBUTIONS


50Distributions of
    Available Cash


50Operating Surplus
    and Capital Surplus


51Capital
    Expenditures


52Subordination
    Period


54Distributions of
    Available Cash from Operating Surplus during the Subordination
    Period


55Distributions of
    Available Cash from Operating Surplus after the Subordination
    Period


55General Partner
    Interest and Incentive Distribution Rights


56General
    Partners Right to Reset Incentive Distribution
    Levels


56Percentage
    Allocations of Available Cash from Operating Surplus


59Distributions from
    Capital Surplus


59Adjustment to the
    Minimum Quarterly Distribution and Target Distribution
    Levels


60Distributions of
    Cash Upon Liquidation


60SELECTED HISTORICAL
    AND PRO FORMA FINANCIAL AND OPERATING DATA


63MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


64Overview


64 
 i




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##### Table of Contents



Our
    Operations


64How We Evaluate Our
    Operations


64General Trends and
    Outlook


65Formation,
    Acquisition and Asset Disposal History and Financial Statement
    Presentation


66Items Impacting
    Comparability of Our Financial Results


67Critical Accounting
    Policies and Estimates


67Results of
    Operations


68Liquidity and
    Capital Resources


69Capital
    Requirements


71Recent Accounting
    Pronouncements


72Quantitative and
    Qualitative Disclosures About Market Risk


72BUSINESS


74Our
    Partnership


74Business
    Strategies


75Competitive
    Strengths


75Our Relationship
    with Quicksilver


76Industry
    Overview


76Our Assets and
    Operations


80Competition


81Safety and
    Maintenance Regulation


82Regulation of
    Operations


83Environmental
    Matters


84Title to Properties
    and
    Rights-of-Way


86Employees


86Legal
    Proceedings


86MANAGEMENT


87Management of
    Quicksilver Gas Services LP


87Directors and
    Executive Officers


88Reimbursement of
    Expenses of Our General Partner


89Executive
    Compensation


892007 Equity
    Plan


91SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


92CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS


93Distributions and
    Payments to Our General Partner and its Affiliates


93Agreements
    Governing the Transactions


94Omnibus
    Agreement


94Contracts with
    Affiliates


96CONFLICTS OF
    INTEREST AND FIDUCIARY DUTIES


98Conflicts of
    Interest


98Fiduciary
    Duties


102DESCRIPTION OF THE
    COMMON UNITS


105The Units


105Transfer Agent and
    Registrar


105Transfer of Common
    Units


105THE PARTNERSHIP
    AGREEMENT


107 
 ii




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##### Table of Contents



Organization and
    Duration


107Purpose


107Power of
    Attorney


107Cash
    Distributions


107Capital
    Contributions


107Voting
    Rights


108Limited
    Liability


109Issuance of
    Additional Securities


110Amendment of the
    Partnership Agreement


110Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets


112Termination and
    Dissolution


113Liquidation and
    Distribution of Proceeds


113Withdrawal or
    Removal of the General Partner


113Transfer of General
    Partner Units


115Transfer of
    Ownership Interests in the General Partner


115Transfer of
    Incentive Distribution Rights


115Change of
    Management Provisions


115Limited Call
    Right


116Meetings;
    Voting


116Status as Limited
    Partner


117Non-Citizen
    Assignees; Redemption


117Indemnification


117Reimbursement of
    Expenses


118Books and
    Reports


118Right to Inspect
    Our Books and Records


118Registration
    Rights


118UNITS ELIGIBLE FOR
    FUTURE SALE


119MATERIAL TAX
    CONSEQUENCES


120Partnership
    Status


120Limited Partner
    Status


121Tax Consequences of
    Unit Ownership


122Tax Treatment of
    Operations


127Disposition of
    Common Units


127Uniformity of
    Units


129Tax-Exempt
    Organizations and Other Investors


130Administrative
    Matters


131State, Local,
    Foreign and Other Tax Considerations


133INVESTMENT IN
    QUICKSILVER GAS SERVICES LP BY EMPLOYEE BENEFIT PLANS


134UNDERWRITING


135Option to Purchase
    Additional Common Units


135Commissions and
    Discounts


135No Sales of Similar
    Securities


136Indemnification


136Directed Unit
    Program


136NYSE Arca


137 
 iii




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Price
    Stabilization, Short Positions


137Determination of
    Offering Price


138Electronic
    Distribution


138Discretionary
    Sales


138Stamp
    Taxes


138Affiliations


138NASD Conduct
    Rules


139VALIDITY OF THE
    COMMON UNITS


140EXPERTS


140WHERE YOU CAN FIND
    MORE INFORMATION


140FORWARD-LOOKING
    STATEMENTS


140INDEX TO FINANCIAL
    STATEMENTS


F-1APPENDIX
    A  AMENDED AND RESTATED AGREEMENT OF LIMITED
    PARTNERSHIP OF QUICKSILVER GAS SERVICES LP


A-1APPENDIX
    B  GLOSSARY TERMS


B-1Consent of Deloitte & Touche LLPConsent of Schlumberger Data and Consulting ServicesConsent of W.D. Von Gonten & Company  
    iv




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SUMMARY  This summary is a brief overview of this prospectus, and does
    not contain all of the information that you should consider
    before investing. You should read this entire prospectus,
    including the financial statements and related notes. We have
    presented information assuming (1) an initial public
    offering price of $      per
    common unit and (2) that the underwriters option to
    purchase additional units will not be exercised. Please pay
    special attention to information under the caption Risk
    Factors beginning on page 14 for risks that you
    should consider before investing. Unless indicated otherwise,
    (1) our, we, us and
    similar terms refer to Quicksilver Gas Services LP, together
    with its subsidiaries, after giving effect to the Formation
    Transactions described on page 4, and also refer to our
    predecessors, Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P., and (2) Quicksilver
    refers to Quicksilver Resources Inc., our ultimate parent, and
    its subsidiaries (other than us). We present Quicksilvers
    natural gas production data on a net production
    basis, which means production owned by Quicksilver less
    royalties and production due to other third parties.
    Appendix B contains a glossary of several terms, including
    Quicksilver Counties (which are comprised of Hood,
    Somervell, Johnson, Tarrant, Hill, Parker, Bosque and Erath
    Counties in north Texas) and Fort Worth
    Basin.
 
 
  Our
    Partnership and Our Relation to Quicksilver
 
 
   
 
   
 
  
    Large, long-lived reserve base.  Based on a
    report prepared by Schlumberger Data and Consulting Services,
    independent petroleum engineers, Quicksilver had approximately
    704 billion cubic feet equivalent, or Bcfe, of proved
    reserves in the Quicksilver Counties as of December 31,
    2006, with average production of approximately 34.7 million
    cubic feet per day equivalent, or MMcfe/d, in 2006; 
 
  
    Substantial Fort Worth Basin acreage
    position.  As of December 31, 2006,
    Quicksilver owned approximately 270,000 net acres within
    the Quicksilver Counties with approximately 2,000 drilling
    locations, which represent approximately twenty times the number
    of producing wells that Quicksilver operated in the
    Fort Worth Basin at that date; 
 
  
    Proven track record.  Since entering the
    Fort Worth Basin in 2004, Quicksilver has increased its
    production from an average of 0.5 MMcfe/d in 2004 to an
    average of 34.7 MMcfe/d in 2006. Through December 31,
    2006, Quicksilver had drilled 161 net wells in the
    Quicksilver Counties with a 98% success rate; and 
 
  
    Highly active drilling program in the Fort Worth
    Basin.  Quicksilver plans to drill 160 to
    180 net wells in 2007 and 200 to 220 net wells in 2008, in
    each case, in the Fort Worth Basin. This drilling activity
    would represent a significant increase over the 110 net
    wells Quicksilver drilled in this area in 2006, and would
    surpass the 161 total net wells Quicksilver has drilled in the
    basin through December 31, 2006.
 1




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##### Table of Contents



Our
    Assets and Operations  state-of-the-art 22-mile
 
 
 Near-Term
    Growth Platform   
 
  
    A third processing unit which we expect to provide
    125 MMcf/d of additional capacity and increase total
    processing capacity to 325 MMcf/d by the fourth quarter of
    2008; 
 
  
    Additions to the Cowtown Pipeline to gather and transport
    natural gas from new Quicksilver wells in the Quicksilver
    Counties to the Cowtown Plant; 
 
  
    A second interconnect at the terminus of our
    22-mile NGL
    pipeline to another third party pipeline, which we expect to be
    completed by the end of the first quarter of 2007; and 
 
  
    New pipelines to gather and transport natural gas from new wells
    drilled in the Lake Arlington area of Tarrant County, which we
    refer to as the Lake Arlington Dry System, and in the Hill
    County area, which we refer to as the Hill County Dry System. 
 
   
 
 Our
    Recent Results   
 
 Business
    Strategies   
 
  
    Organically growing our capacity to meet Quicksilvers
    gathering and processing needs.  We expect that
    the primary growth in our gathering and processing volumes will
    come from Quicksilvers increased volume of product
    transported, or throughput, to our system, which we expect to
    result from its planned increased drilling activity. 
 
  
    Attracting third party volumes to our
    facilities.  We believe that the Fort Worth
    Basin is one of the fastest growing natural gas fields in the
    United States. We intend to attract increased third party
 2




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##### Table of Contents



volumes to our gathering and processing systems by actively
    marketing our midstream services and providing superior customer
    service to these natural gas producers. 
 
  
    Minimizing commodity price exposure and maintaining a
    disciplined financial policy.  We structure our
    service agreements on a fixed fee basis without direct commodity
    price exposure. We plan to maintain a prudent and disciplined
    cash distribution policy and capital structure. 
 
  
    Improving operating efficiency and enhancing asset
    utilization while prudently managing our
    growth.  As we expand our operations, we intend to
    improve operational efficiencies, increase capacity and enhance
    overall asset utilization. We intend to complete an upgrade of
    the existing 75 MMcf/d processing unit at our Cowtown Plant
    in the third quarter of 2007, as well as construct an additional
    processing unit and several new pipeline additions over the next
    18 months. 
 
  
    Pursuing midstream acquisitions.  We plan to
    pursue strategic midstream acquisition opportunities that will
    complement and expand our existing business. 
 
 Competitive
    Strengths   
 
  
    Quicksilver is one of the fastest growing producers in the
    Fort Worth Basin.  Quicksilvers average
    annual natural gas production from the Fort Worth Basin has
    grown from 0.5 MMcfe/d in 2004 to 34.7 MMcfe/d in
    2006. Quicksilver has announced its intention to increase the
    number of rigs it will operate in the Quicksilver Counties from
    12 at December 31, 2006 to 16 by the end of 2007. We expect
    this increased drilling activity to result in significantly
    increased throughput at our facilities. 
 
  
    Our relationship with Quicksilver reduces the uncertainties
    associated with our expansions.  Our relationship
    with Quicksilver improves our ability to forecast our future
    throughput volumes. Consequently, we can coordinate our capacity
    additions with Quicksilvers production growth. 
 
  
    Our assets are strategically located in the Fort Worth
    Basin to attract third party volumes.  We believe
    that our established position in the Fort Worth Basin gives
    us an opportunity to expand our gathering system and increase
    processing volumes, resulting in increased cash flows from third
    parties. 
 
  
    We provide an integrated package of midstream
    services.  We provide a broad range of bundled
    midstream services to natural gas producers, including
    gathering, compressing, treating and processing natural gas and
    transporting and marketing NGLs. 
 
  
    We have the financial flexibility to pursue growth
    opportunities.  We plan to enter into a
    $150 million revolving credit facility, for capital
    expenditures, acquisitions and other general partnership
    purposes. This facility, combined with internally generated
    funds and our ability to access capital markets, should enable
    us to complete our near-term growth projects and will facilitate
    our expansion and acquisition strategies. 
 
  
    We have an experienced, knowledgeable management team with a
    proven performance record.  Our management team
    has a proven record of enhancing value through the development
    and operation of midstream natural gas assets. This team
    provides a strong foundation for accessing acquisition
    opportunities and developing new natural gas gathering and
    processing assets. 
 
  
    Quicksilver will retain significant ownership in
    us.  Upon completion of this offering, Quicksilver
    will own 4,638,205 common and 8,740,275 subordinated units,
    which together will represent a 75.0% limited partner interest
    in us. Quicksilver will also own all the equity of our general
    partner. Consequently, Quicksilver will have a vested interest
    in our growth and success. 
 
 Risk
    Factors  An investment in us involves several
    risks.
 3




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Formation
    Transactions and Partnership Structure   
 
  
    Quicksilver and its affiliates will contribute to us their 95%
    interest in Cowtown Gas Processing Partners L.P., and their 93%
    interest in Cowtown Pipeline Partners L.P., and the Private
    Investors will contribute to us their 5% interests in Cowtown
    Gas Processing Partners L.P. and their 7% interests in Cowtown
    Pipeline Partners L.P.; 
 
  
    we will issue to Quicksilver 4,638,205 common units and
    8,740,275 subordinated units, representing an aggregate 75.0%
    limited partner interest in us (subject to adjustment as
    described below); 
 
  
    we will issue to the Private Investors a total of 727,070 common
    units, representing an aggregate 4.1% limited partner interest
    in us (subject to adjustment as described below); 
 
  
    we will issue to our general partner, Quicksilver Gas Services
    GP LLC, 356,746 general partner units, representing its initial
    2% general partner interest in us, and all of our incentive
    distribution rights, which incentive distribution rights will
    entitle our general partner to increasing percentages of the
    cash that we distribute in excess of $0.3881 per unit per
    quarter; 
 
  
    we will issue 3,375,000 common units to the public, representing
    a 18.9% limited partner interest in us. We will use the proceeds
    from this offering and borrowings of approximately
    $50.0 million under our revolving credit facility to pay
    expenses associated with this offering, the Formation
    Transactions and our revolving credit facility and to pay
    approximately $102.4 million to Quicksilver and
    approximately $7.4 million to the Private Investors as
    reimbursement of capital expenditures and return of investment
    capital; 
 
  
    we will own all of the ownership interests in Quicksilver Gas
    Services Operating LLC and its operating subsidiaries, which
    will own and operate our assets; 
 
  
    we will enter into an omnibus agreement with Quicksilver and our
    general partner, which will address, among other things, our
    reimbursement to Quicksilver for the payment of certain
    operating expenses incurred on our behalf; and 
 
  
    our general partner will enter into a services and secondment
    agreement with Quicksilver, pursuant to which employees of
    Quicksilver will perform services on our behalf.
 4




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Ownership
    of Quicksilver Gas Services LP
  Public Common Units


18.9
%Private Investors Common Units


4.1
%Quicksilver and affiliates Common
    and Subordinated Units


75.0
%General Partner


2.0
%Total


100.0
%
 5




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Management
    of Our Partnership   
 
 Principal
    Executive Offices and Internet Address  (817) 665-5000. www.kgslp.com.
 
 
 Conflicts
    of Interest and Fiduciary Duties  General.
 
 
  Partnership Agreement Modifications to Fiduciary
    Duties.
 
 
  Our general partners affiliates may compete with
    us.
 
 
 Our
    General Partners Right to Receive Incentive
    Distributions  2% General Partner Interest.
 6




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##### Table of Contents



Incentive Distributions.
 
  
 Marginal Percentage Interest in Distributions*General PartnerTotal Quarterly




General Partner


IncentiveTarget Distribution Level

Distribution Per Unit

Unitholders


Interest


Distribution RightsMinimum Quarterly Distribution

$0.3375


98
%


2
%


0
%First Target Distribution

up to $0.3881


98
%


2
%


0
%Second Target Distribution

above $0.3881 up to
    $0.4219


85
%


2
%


13
%Third Target Distribution

above $0.4219 up to
    $0.5063


75
%


2
%


23
%Thereafter

above $0.5063


50
%


2
%


48
%  
   
  *
    
    Assuming there are no arrearages on common units and that our
    general partner maintains its 2% general partner interest and
    continues to own the incentive distribution rights. 
 
  Our General Partners Right to Reset the Target
    Distribution Levels.
 
 
  
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until each unitholder receives an amount equal
    to 115% of the reset minimum quarterly distribution for that
    quarter; 
 
  
    second, 85% to all unitholders, pro rata, and 15% to the
    general partner, until each unitholder receives an amount per
    unit equal to 125% of the reset minimum quarterly distribution
    for the quarter; 
 
  
    third, 75% to all unitholders, pro rata, and 25% to the
    general partner, until each unitholder receives an amount per
    unit equal to 150% of the reset minimum quarterly distribution
    for the quarter; and 
 
  
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner.
 7




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The
    Offering  Common units offered to the public
    
    3,3750,00 common units. 
 
  3,881,250 common units, if the underwriters exercise their
    option to purchase additional units in full. 
 
  Units outstanding after this offering
    
    8,740,275 common
    units1(
    and 8,740,275 subordinated units, each representing a 49%
    limited partner interest in us. 
 
  Use of proceeds
    
    We intend to use the net proceeds of approximately
    $62.8 million from this offering, after deducting
    underwriting discounts and fees but before paying offering
    expenses, together with borrowings of approximately
    $50.0 million under our revolving credit facility, to: 
 
   distribute approximately $102.4 million in cash
    to Quicksilver and approximately $7.4 million to the
    Private Investors as a return of investment capital contributed
    and reimbursement for capital expenditures advanced, comprising
    most of the initial investment by Quicksilver, and all of the
    initial investment by the Private Investors, in us; 
 
   pay approximately $3.0 million of expenses
    associated with the offering and related Formation
    Transactions; and 
 
   retain the balance, if any, for working capital
    purposes. 
 
  The net proceeds from any exercise of the underwriters
    option to purchase additional common units will be used to
    redeem an equal number of common units from Quicksilver. 
 
  Cash distributions
    
    Our cash distribution policy will require us to pay cash
    distributions at an initial distribution rate of $0.3375 per
    common unit per quarter ($1.35 per common unit on an
    annualized basis) to the extent we have sufficient cash from
    operations after establishment of cash reserves and payment of
    fees and expenses, including payments to our general partner and
    its affiliates. We call this quarterly distribution amount the
    minimum quarterly distribution, and our ability to
    pay it is subject to various restrictions and other factors. We
    will adjust the minimum quarterly distribution for the period
    from the closing of this offering through September 30,
    2007, based on the actual length of that period. 
 
  Our partnership agreement requires us to distribute at the end
    of each quarter all of our cash on hand, less reserves
    established by our general partner. We refer to this amount as
    available cash, and we define it in our partnership
    agreement and in the glossary attached as Appendix B. Our
    partnership agreement requires that we distribute all of our
    available cash each quarter in the following manner: 
 
   first, 98% to the holders of common units and
    2% to our general partner, until each common unit has received a
    minimum 
    1
 8




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##### Table of Contents



quarterly distribution of $0.3375 plus any arrearages from
    prior quarters; 
 
   second, 98% to the holders of subordinated
    units and 2% to our general partner, until each subordinated
    unit has received a minimum quarterly distribution of
    $0.3375 and 
 
   third, 98% to all unitholders, pro rata, and
    2% to our general partner, until each unit has received a
    distribution of $0.3881. 
 
  If cash distributions to our unitholders exceed $0.3881 per unit
    in any quarter, our general partner will receive, in addition to
    distributions on its 2% general partner interest, increasing
    percentages, up to 48%, of the cash we distribute in excess of
    that amount. We refer to these distributions as incentive
    distributions. 
 
  Pro forma and expected ability to pay the minimum quarterly
    distribution
    
    The amount of pro forma available cash generated during the year
    ended December 31, 2006 would not have been sufficient to
    allow us to pay the minimum quarterly distribution on our common
    units or our subordinated units during such period. 
 
  We believe that, based on the Statement of Forecasted Results of
    Operations and Cash Flows for the Twelve Months Ending
    June 30, 2008 included under the caption Our Cash
    Distribution Policy and Restrictions on Distributions, we
    will have sufficient cash available for distribution to make
    cash distributions for the four quarters ending June 30,
    2008 at the initial distribution rate of $0.3375 per common
    unit per quarter ($1.35 per common unit on an annualized
    basis) on all common units and subordinated units. 
 
  Subordinated units
    
    Quicksilver will initially own all of our subordinated units.
    The principal difference between our common units and
    subordinated units is that in any quarter during the
    subordination period, holders of the subordinated units are
    entitled to receive the minimum quarterly distribution of
    $0.3375 per unit only if the common units have received the
    minimum quarterly distribution plus any arrearages in the
    payment of the minimum quarterly distribution from prior
    quarters. Also, subordinated units will not accrue arrearages. 
 
  Subordination period
    
    The subordination period generally will end if we have earned
    and paid at least $0.3375 per quarter on each outstanding
    common unit, subordinated unit and general partner unit for any
    three consecutive, non-overlapping four-quarter periods ending
    on or after June 30, 2010. If we have earned and paid at
    least $0.5063 per quarter (150% of the minimum quarterly
    distribution) on each outstanding common unit, subordinated unit
    and general partner unit for any four-quarter period, the
    subordination period will terminate automatically and all of the
    subordinated units will convert into an equal number of common
    units. The subordination period will also terminate
    automatically if our general partner is removed without cause
    and the units held by our general partner and its affiliates are
    not voted in favor of removal. 
 
  When the subordination period ends, all remaining subordinated
    units will convert into common units on a
    one-for-one
    basis, and the common units will no longer be entitled to
    arrearages.
 9




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##### Table of Contents



Issuance of additional units
    
    Our partnership agreement authorizes us to issue an unlimited
    number of units on terms determined by our general partner
    without unitholder approval. 
 
  Limited voting rights
    
    Our general partner will control us, and our unitholders will
    have only limited voting rights. You will have no right to elect
    our general partner or its directors. Our general partner may
    not be removed, except by a vote of the holders of at least
    662/3%
    of our units, including any units owned by our general partner
    and its affiliates. Upon consummation of this offering, our
    general partner and its affiliates will own an aggregate of
    76.5% of our common and subordinated units. This will give our
    general partner the ability to prevent its involuntary removal. 
 
  Limited call right
    
    If at any time our general partner and its affiliates own more
    than 80% of the outstanding common units, our general partner
    has the right, but not the obligation, to purchase all of the
    remaining common units at a price not less than the then current
    market price of our common units. 
 
  Estimated ratio of taxable income to distributions
    
    We estimate that if you own the common units you purchase in
    this offering through the record date for distributions for the
    period ending December 31, 2010, you will be allocated, on
    a cumulative basis, an amount of federal taxable income for that
    period that will be     % or less of
    the cash distributed to you with respect to that period. For
    example, if you receive an annual distribution of $1.35 per
    unit, we estimate that your average allocable federal taxable
    income per year will be no more than
    $      per unit. 
 
  Exchange listing
    
    We intend to apply to list our common units on NYSE Arca under
    the symbol KGS.
 10




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##### Table of Contents



Summary
    Historical and Pro Forma Financial and Operating Data  page F-7
  
    the issuance by us of 3,375,000 common units in this offering
    and the borrowing by us of $50.0 million under our
    revolving credit facility immediately prior to the completion of
    this offering and the application of the proceeds of such
    issuance and borrowing as described under Use of
    Proceeds; and
    interest expense associated with $50.0 million of
    borrowings under our revolving credit facility.    
 Quicksilver GasServices LPQuicksilver Gas Services Predecessor



Pro FormaPeriod fromJanuary 21, 2004 to


Year Ended



Year EndedDecember 31,


December 31,



December 31,2004


2005


2006



2006(In dollars, except operating data)Statement of Operations
    Data:Processing revenues

$



$



$
62,745



$
62,745Processing revenues 
    parent






2,826,403



7,342,261




7,342,261Gathering and transportation
    revenues










53,144




53,144Gathering and transportation
    revenues  parent


36,190



2,041,644



6,460,141




6,460,141Total revenues


36,190



4,868,047



13,918,291




13,918,291Operations and maintenance


13,675



2,371,476



7,474,317




7,474,317General and administrative expense


12,000



329,000



937,000




937,000Other (income) expense










(12,639
)



(12,639
)Depreciation and amortization
    expense


7,930



614,371



2,963,253




2,963,253Interest expense















4,025,000Deferred tax provision










135,000




135,000Net income (loss)

$
2,585


$
1,553,200


$
2,421,360



$
(1,603,640
)Pro forma net income per limited
    partner unit














$
(0.09
)
 11




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##### Table of Contents



Quicksilver GasServices LPQuicksilver Gas Services Predecessor



Pro FormaPeriod fromJanuary 21, 2004 to


Year Ended



Year EndedDecember 31,


December 31,



December 31,2004


2005


2006



2006(In dollars, except operating data)Operating Data:Natural gas throughput (MMcf/d)


0.3



9.8



37.0Balance Sheet Data (at period
    end):Property, plant and equipment, net

$
6,603,006


$
53,782,987


$
130,791,472



$
130,791,472Total assets


6,663,837



56,397,481



144,423,867




144,923,867Long-term debt















50,000,000Net equity


6,024,186



51,563,965



128,453,640




86,384,512Cash Flow Data:Net cash flows provided by (used
    in)Operating activities


28,831



2,304,663



6,444,897Investing activities


(6,050,432
)


(46,291,242
)


(85,546,845
)Financing activities


6,021,601



43,986,579



81,899,187Other Financial Data:EBITDA


10,515



2,167,571



5,519,613




5,519,613Adjusted gross margin


10,515



2,167,571



5,506,974




5,506,974   Non-GAAP Financial
    Measures
   
  EBITDA.
 
 
  Adjusted Gross Margin.
 12




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##### Table of Contents




    financial performance of our assets without regard to financing
    methods, capital structure or historical cost basis;
    our operating performance as compared to those of other
    companies in the midstream energy industry without regard to
    financing methods, capital structure or historical cost
    basis; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.    
 Quicksilver GasServices LPQuicksilver Gas Services Predecessor



Pro FormaPeriod fromJanuary 21, 2004 to


Year Ended



Year EndedDecember 31,


December 31,



December 31,2004


2005


2006



2006Reconciliation of EBITDA to net
    cash provided by operating activities:Net cash provided by operating
    activities

$
28,831


$
2,304,663


$
6,444,897Changes in operating working
    capital which (provided) used cash:Accounts receivable










66,514Other current assets










146,540Accounts payable and other


(18,316
)


(137,092
)


(1,138,338
)EBITDA

$
10,515


$
2,167,571


$
5,519,613Reconciliation of EBITDA to net
    income:Net income (loss):


2,585



1,553,200



2,421,360




(1,603,640
)Add:Depreciation and amortization
    expense


7,930



614,371



2,963,253




2,963,253Interest expense















4,025,000Deferred tax provision










135,000




135,000EBITDA

$
10,515


$
2,167,571


$
5,519,613



$
5,519,613Reconciliation of adjusted
    gross margin to total revenues:Total revenues


36,190



4,868,047



13,918,291




13,918,291Less:Operations and maintenance expense


13,675



2,371,476



7,474,317




7,474,317General and administrative expense


12,000



329,000



937,000




937,000Adjusted gross margin

$
10,515


$
2,167,571


$
5,506,974



$
5,506,974
 13




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RISK
    FACTORS  Limited partner interests are inherently different from
    capital stock of a corporation, although many of the business
    risks to which we are subject are similar to those that would be
    faced by a corporation engaged in similar businesses. You should
    consider carefully the following risk factors together with all
    of the other information included in this prospectus in
    evaluating an investment in our common units.
  If any of the following risks were actually to occur, our
    business, financial condition or results of operations could be
    materially adversely affected. In that case, we might not be
    able to pay the minimum quarterly distribution on our common
    units, the trading price of our common units could decline and
    you could lose all or part of your investment.
 Risks
    Related to Our Business  We are
    dependent on a single natural gas producer, Quicksilver, for
    almost all of our supply of natural gas. The loss of this
    customer would result in a material decline in our volumes,
    revenues and cash available for distribution.
 
   
 
   
  We may
    not have sufficient cash from operations following the
    establishment of cash reserves and payment of fees and expenses,
    including cost reimbursements to our general partner, to enable
    us to make cash distributions to holders of our common units and
    subordinated units at the initial distribution rate under our
    cash distribution policy.
    
    the fees we charge and the margins we realize for our services;
    the level of production of, the demand for and, indirectly, the
    price of natural gas, natural gas liquids, or NGLs, and
    condensate;
    the volume of natural gas we gather, treat, compress, process,
    transport and sell, and the volume of NGLs we transport and sell; 14




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##### Table of Contents




    the level of competition from other midstream energy companies;
    the level of our operating and maintenance and general and
    administrative costs; and
    prevailing economic conditions.    
    the level of capital expenditures we make;
    our ability to make borrowings under our revolving credit
    facility to pay distributions;
    the cost of acquisitions;
    our debt service requirements and other liabilities;
    fluctuations in our working capital needs;
    our ability to access capital markets;
    restrictions contained in our debt agreements; and
    the amount of cash reserves established by our general partner.    The
    amount of cash we have available for distribution to holders of
    our common units and subordinated units depends primarily on our
    cash flow and not solely on profitability.
      The
    assumptions underlying the forecast of cash available for
    distribution we include in Our Cash Distribution Policy
    and Restrictions on Distributions are inherently uncertain
    and are subject to significant business, economic, financial,
    regulatory and competitive risks and uncertainties that could
    cause actual results to differ materially from those
    forecasted.
   15




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##### Table of Contents



Estimates
    of oil and gas reserves depend on many assumptions that may be
    inaccurate. Any material inaccuracies could materially reduce
    our gas volumes and consequently could adversely affect our
    financial performance and our ability to make cash distributions
    to you.
 
      
    historical production from the area compared with production
    from other comparable producing areas;
    the assumed effects of regulations by governmental agencies;
    assumptions concerning future oil and gas prices; and
    assumptions concerning future operating costs, severance and
    excise taxes, development costs and workover and remedial costs.   
   
 
  Because
    of the natural decline in production from existing wells in our
    area of operations, our success depends on our ability to obtain
    new sources of supplies of natural gas, which depends on certain
    factors beyond our control. Any decrease in supplies of natural
    gas could result in a material decline in throughput on our
    pipelines and the utilization rates of our processing
    facilities.
 
 
   
   16




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##### Table of Contents



Our
    construction of new assets may not result in revenue increases
    and is subject to regulatory, environmental, political, legal
    and economic risks, which could adversely affect our cash flows,
    results of operations and financial condition.
 
  rights-of-way rights-of-way rights-of-way rights-of-way. rights-of-way
  If we
    do not make acquisitions on economically acceptable terms, our
    future growth will be limited.
      
    mistaken assumptions about volumes, revenues and costs,
    including synergies;
    an inability to integrate successfully the businesses we acquire; 17




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##### Table of Contents




    the assumption of unknown liabilities;
    limitations on rights to indemnity from the seller;
    mistaken assumptions about the overall costs of equity or debt;
    the diversion of managements and employees attention
    from other business concerns;
    unforeseen difficulties operating in new product areas or new
    geographic areas; and
    customer or key employee losses at the acquired businesses.   
  We
    depend on our Cowtown Plant and our Cowtown Pipeline for all of
    our revenues, and if the utilization of these assets were
    reduced significantly, there would be a material adverse effect
    on our revenues, earnings, cash flows and ability to make
    distributions to our unitholders.
 
    
    operational problems, labor difficulties or environmental
    proceedings or other litigation that compel cessation of all or
    a portion of the operations at our Cowtown Plant;
    catastrophic events at our facilities;
    an inability to obtain sufficient quantities of natural gas for
    the Cowtown Plant; or
    reductions in exploration or production activity by producers in
    the areas in which we operate.   
   
  If
    third-party pipelines and other facilities interconnected to our
    natural gas and NGL pipelines and facilities become unavailable
    to transport natural gas and NGLs, our revenues and cash
    available for distribution could be adversely
    affected.
   18




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##### Table of Contents



A
    change in the jurisdictional characterization of some of our
    assets by federal, state or local regulatory agencies or a
    change in policy by those agencies may result in increased
    regulation of our assets, which may cause our revenues to
    decline and operating expenses to increase.
      We are
    subject to environmental laws and regulations that may expose us
    to significant costs and liabilities.
     19




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##### Table of Contents



We may
    incur significant costs and liabilities as a result of pipeline
    integrity management program testing and any related pipeline
    repair, or preventative or remedial measures.
    
    perform ongoing assessments of pipeline integrity;
    identify and characterize applicable threats to pipeline
    segments that could impact a high consequence area;
    improve data collection, integration and analysis;
    repair and remediate the pipeline as necessary; and
    implement preventive and mitigating actions.    For
    distributions in respect of any quarterly period commencing
    January 1, 20 , we will be required to deduct
    estimated maintenance capital expenditures from operating
    surplus, which may result in less cash available for
    distribution to unitholders than if actual maintenance capital
    expenditures were deducted.
    We
    will be required to make substantial capital expenditures to
    increase our asset base. If we are unable to obtain needed
    capital or financing on satisfactory terms, our ability to make
    cash distributions may be diminished or our financial leverage
    could increase.
   20




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##### Table of Contents



We do
    not own all of the land on which our pipelines and facilities
    are located, which could disrupt our operations.
 
  and/or right-of-way
 
 
  Our
    business involves many hazards and operational risks, some of
    which may not be fully covered by insurance. The occurrence of a
    significant accident or other event that is not fully insured
    could curtail our operations and have a material adverse effect
    on our cash flows and, accordingly, the market price for our
    common units.
 
    
    damage to pipelines and plants, related equipment and
    surrounding properties caused by hurricanes, tornadoes, floods,
    fires and other natural disasters and acts of terrorism;
    inadvertent damage from construction, farm and utility equipment;
    leaks of natural gas, NGLs and other hydrocarbons or losses of
    natural gas or NGLs as a result of the malfunction of equipment
    or facilities;
    fires and explosions; and
    other hazards that could also result in personal injury and loss
    of life, pollution and suspension of operations. 
  and/or
 
 21




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##### Table of Contents



Our
    debt levels may limit our flexibility in obtaining additional
    financing and in pursuing other business
    opportunities.
    
    our ability to obtain additional financing, if necessary, for
    working capital, capital expenditures, acquisitions or other
    purposes may be impaired or such financing may not be available
    on favorable terms;
    we will need a portion of our cash flow to make interest
    payments on our debt, reducing the funds that would otherwise be
    available for operations, future business opportunities and
    distributions to unitholders;
    our debt level will make us more vulnerable to competitive
    pressures or a downturn in our business or the economy
    generally; and
    our debt level may limit our flexibility in responding to
    changing business and economic conditions.    Restrictions
    in our revolving credit facility will limit our ability to make
    distributions to you and may limit our ability to capitalize on
    acquisitions and other business opportunities.
    Due to
    our lack of industry and geographic diversification, adverse
    developments in our midstream business or operating area would
    reduce our ability to make distributions to our
    unitholders.
   22




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##### Table of Contents



We are
    exposed to the credit risks of Quicksilver, and any material
    nonpayment by Quicksilver could reduce our ability to make
    distributions to our unitholders.
 
   
  The
    loss of key personnel could adversely affect our ability to
    operate.
 
   
 Risks
    Inherent in an Investment in Us  Quicksilver,
    through its affiliates, will own a 75.0% limited partner
    interest in us and will control our general partner, which has
    sole responsibility for conducting our business and managing our
    operations. Our general partner has conflicts of interest, which
    may permit it to favor its own interests to your
    detriment.
 
   
  
    neither our partnership agreement nor any other agreement
    requires Quicksilver to pursue a business strategy that favors
    us;
    our general partner is allowed to take into account the
    interests of parties other than us in resolving conflicts of
    interest;
    except as provided in the omnibus agreement, Quicksilver and its
    affiliates are not limited in their ability to compete with us; 
  
    our general partner has limited its liability and reduced its
    fiduciary duties to us and our unitholders, and has also
    restricted the remedies available to our unitholders for actions
    that, without the limitations, might constitute breaches of
    fiduciary duty; 
  
    our general partner determines the amount and timing of asset
    purchases and sales, borrowings, issuance of additional
    partnership securities and reserves, each of which can affect
    the amount of cash that is distributed to unitholders;
    our general partner determines the amount and timing of any
    capital expenditures and whether a capital expenditure is a
    maintenance capital expenditure, which reduces operating
    surplus, or an expansion capital expenditure, which does not
    reduce operating surplus. This determination can affect the
    amount 23




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##### Table of Contents



of cash that is distributed to our unitholders and the ability
    of the subordinated units to convert to common units;  
    our general partner determines which costs incurred by it and
    its affiliates are reimbursable by us;
    our partnership agreement does not restrict our general partner
    from causing us to pay it or its affiliates for any services
    rendered to us or entering into additional contractual
    arrangements with any of these entities on our behalf;
    our general partner intends to limit its liability regarding our
    contractual and other obligations and, in some circumstances, is
    entitled to be indemnified by us;
    our general partner may exercise its limited right to call and
    purchase common units if it and its affiliates own more than 80%
    of the common units;
    our general partner controls the enforcement of obligations owed
    to us by our general partner and its affiliates; and
    our general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.    Except
    as provided in the omnibus agreement, Quicksilver and its
    affiliates are not limited in their ability to compete with us,
    which could cause conflicts of interest and limit our ability to
    acquire additional assets or businesses which in turn could
    adversely affect results of our operations and cash available
    for distribution to our unitholders.
    Cost
    reimbursements due to our general partner and its affiliates for
    services provided, which will be determined by our general
    partner, will be substantial and will reduce our cash available
    for distribution to you.
    Our
    partnership agreement requires that we distribute all of our
    available cash, which could limit our ability to grow and make
    acquisitions.
 
   
 24




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##### Table of Contents



Our
    partnership agreement limits our general partners
    fiduciary duties to holders of our common units and subordinated
    units.
 
   
  
    its limited call right;
    its voting rights with respect to the units it owns;
    its registration rights; and
    its determination whether or not to consent to any merger or
    consolidation of the partnership or amendment to the partnership
    agreement.    Our
    partnership agreement restricts the remedies available to
    holders of our common units and subordinated units for actions
    taken by our general partner that might otherwise constitute
    breaches of fiduciary duty.
    
    provides that our general partner will not have any liability to
    us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, and our
    partnership agreement specifies that the satisfaction of this
    standard requires that our general partner must believe that the
    decision was in the best interests of our partnership;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of our general partner and not
    involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or must be fair and
    reasonable to us, as determined by our general partner in
    good faith and that, in determining whether a transaction or
    resolution is fair and 25




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##### Table of Contents



reasonable, our general partner may consider the totality
    of the relationships between the parties involved, including
    other transactions that may be particularly advantageous or
    beneficial to us;  
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us, our limited
    partners or assignees for any acts or omissions unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that the general partner or
    those other persons acted in bad faith or engaged in fraud or
    willful misconduct or, in the case of a criminal matter, acted
    with knowledge that the conduct was criminal; and
    provides that our general partner will not be in breach of its
    obligations under the partnership agreement or its fiduciary
    duties to us or our unitholders if the resolution of a conflict
    is:  
    approved by the conflicts committee of our general partner,
    although our general partner is not obligated to seek such
    approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships among the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.    Our
    general partner may elect to cause us to issue Class B
    units and general partner units to it in connection with a
    resetting of the target distribution levels related to our
    general partners incentive distribution rights without the
    approval of the conflicts committee of our general partner or
    holders of our common units. This could result in lower
    distributions to holders of our common units.
     26




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##### Table of Contents



Increases
    in interest rates, which have recently experienced record lows,
    could adversely impact our unit price and our ability to issue
    additional equity, to incur debt to make acquisitions or for
    other purposes or to make cash distributions at our intended
    levels.
  50-year
  Holders
    of our common units have limited voting rights and are not
    entitled to elect our general partner or its
    directors.
    Even
    if unitholders are dissatisfied, they cannot initially remove
    our general partner without its consent.
  2 3
 27




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##### Table of Contents



Our
    partnership agreement restricts the voting rights of unitholders
    owning 20% or more of our common units.
    Control
    of our general partner may be transferred to a third party
    without unitholder consent.
    You
    will experience immediate and substantial dilution of
    $           in
    tangible net book value per common unit.
    We may
    issue additional units without your approval, which would dilute
    your existing ownership interests.
    
    our unitholders proportionate ownership interest in us
    will decrease;
    the amount of cash available for distribution on each unit may
    decrease;
    because a lower percentage of total outstanding units will be
    subordinated units, the risk that a shortfall in the payment of
    the minimum quarterly distribution will be borne by our common
    unitholders will increase;
    the ratio of taxable income to distributions may increase;
    the relative voting strength of each previously outstanding unit
    may be diminished; and
    the market price of the common units may decline. 28




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##### Table of Contents



Affiliates
    of our general partner and Quicksilver may sell common units in
    the public markets, which sales could have an adverse impact on
    the trading price of the common units.
    Our
    general partner has a limited call right that may require you to
    sell your units at an undesirable time or price.
    Your
    liability may not be limited if a court finds that unitholder
    action constitutes control of our business.
    
    a court or government agency determined that we were conducting
    business in a state but had not complied with that particular
    states partnership statute; or
    your right to act with other unitholders to remove or replace
    the general partner, to approve some amendments to our
    partnership agreement or to take other actions under our
    partnership agreement constitute control of our
    business.    Unitholders
    may have liability to repay distributions that were wrongfully
    distributed to them.
  Section 17-607
 29




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##### Table of Contents



There
    is no existing market for our common units, and a trading market
    that will provide you with adequate liquidity may not develop.
    The price of our common units may fluctuate significantly, and
    you could lose all or part of your investment.
      
    our quarterly distributions;
    our quarterly or annual earnings or those of other companies in
    our industry;
    events affecting Quicksilver;
    announcements by us or our competitors of significant contracts
    or acquisitions;
    changes in accounting standards, policies, guidance,
    interpretations or principles;
    general economic conditions;
    the failure of securities analysts to cover our common units
    after this offering or changes in financial estimates by
    analysts;
    future sales of our common units; and
    other factors described in these Risk Factors.  If our
    general partner fails to develop or maintain an effective system
    of internal controls, we may not be able to report our financial
    results accurately or prevent fraud.
    We
    will incur increased costs as a result of being a
    publicly-traded partnership.
   30




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Tax Risks
    to Common Unitholders    The
    tax efficiency of our partnership structure depends on our
    status as a partnership for federal income tax purposes, as well
    as our not being subject to a material amount of entity-level
    taxation by individual states. If the Internal Revenue Service
    treats us as a corporation or we become subject to a material
    amount of entity-level taxation for state tax purposes, it would
    substantially reduce the amount of cash available for
    distribution to our unitholders.
       31




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An IRS
    contest of the federal income tax positions we take may
    adversely affect the market for our common units, and the cost
    of any IRS contest will reduce our cash available for
    distribution to our unitholders.
    You
    may be required to pay taxes on your share of income from us
    even if you do not receive any cash distributions from
    us.
    Tax
    gain or loss on disposition of common units could be more or
    less than expected.
    Tax-exempt
    entities and foreign persons face unique tax issues from owning
    common units that may result in adverse tax consequences to
    them.
  non-U.S. persons non-U.S. persons non-U.S. persons
  We
    will treat each purchaser of our common units as having the same
    tax benefits without regard to the actual common units
    purchased. The IRS may challenge this treatment, which could
    adversely affect the value of the common units.
   32




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##### Table of Contents



Unitholders
    may be subject to state and local taxes and return filing
    requirements in states where you do not live as a result of
    investing in our common units.
    The
    sale or exchange of 50% or more of our capital and profits
    interests will result in the termination of our partnership for
    federal income tax purposes.
  12-month
 33




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##### Table of Contents



USE OF
    PROCEEDS    Sources of Funds




Uses of Funds(in millions)




(in millions)Sale of 3,375,000 common units(1)

$



Distribution to Quicksilver(3)

$Distribution to the Private
    Investors(3)Borrowings under our revolving
    credit facility(2)


50.0


Pay expenses associated with the
    offering, our revolving credit facility and the Formation
    TransactionsTotal

$



Total

$     (1)
    
    We estimate that we will receive net proceeds of approximately
    $   million from the sale of the 3,375,000 common
    units offered by this prospectus, assuming an initial public
    offering price of $   per common unit (the
    mid-point of the price range to be set forth on the cover of
    this prospectus) and after deducting underwriting discounts and
    commissions and structuring fees of $   million.(2)
    
    To be borrowed immediately prior to the closing of this offering.(3)
    
    Return of investment capital contributed and reimbursement for
    capital expenditures advanced by Quicksilver and the Private
    Investors prior to this offering. If the initial public offering
    price exceeds the mid-point of the price range on the front
    cover of this prospectus, we will distribute the excess net
    proceeds to Quicksilver. If the initial public offering price is
    less than the mid-point of the price range, we will reduce the
    size of the distribution to Quicksilver and the Private
    Investors in an amount equal to the reduction in net proceeds.   34




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##### Table of Contents



CAPITALIZATION   
  
    the capitalization of our predecessors, the Cowtown Entities, as
    of December 31, 2006; and 
 
  
    our pro forma capitalization as of December 31, 2006, as
    adjusted to reflect this offering, the other transactions
    described under Summary  Formation Transactions
    and Partnership Structure  General and the
    application of the net proceeds from this offering and
    borrowings under our revolving credit facility as described
    under Use of Proceeds. 
    
 As of December 31, 2006Historical


Pro Forma($ in millions)Borrowings under revolving credit
    facility(1)






50.0Redeemable partners capital


7.4



Net parent equity


128.5



Partners capital(2):Common unitholders 
    Public






60.3Common unitholders 
    Quicksilver(3)






8.8Subordinated
    unitholders  Quicksilver






16.6General partner interest






0.7Total partners capital/net
    parent investment

$
135.9


$
86.4Total capitalization

$
135.9


$
136.4  
    (1)
    
    We expect to have approximately $100.0 million of available
    capacity under our revolving credit facility immediately
    following the closing of this offering.(2)
    
    Assumes a public offering price of our common units of
    $           per
    unit and reflects partners capital of common unitholders
    from the net proceeds of this offering of approximately
    $           million,
    including approximately
    $      million of
    underwriters discounts, commissions, fees and other
    offering expenses payable by us and the application of the
    proceeds as described in Use of Proceeds. A $1.00
    increase (decrease) in the assumed public offering price per
    common unit would increase (decrease) the net proceeds by
    $      million, and would result
    in a corresponding increase (decrease) in net proceeds, and
    therefore increase (decrease) our total partners capital
    by $     , assuming the number of
    common units offered by us, as set forth on the cover page of
    this prospectus, remains the same. The pro forma information
    discussed above is illustrative only and following completion of
    this offering will be adjusted based on the actual public
    offering price and other terms of this offering determined at
    pricing. A 250,000 unit increase in the number of common
    units issued to the public would result in a
    $           million
    increase in the public common unitholders partners
    capital and a
    $           million
    decrease in Quicksilvers partners capital.(3)
    
    The final allocation of common and subordinated units that we
    will issue to Quicksilver and the Private Investors at the
    closing of this offering will be adjusted to reimburse
    Quicksilver for funds advanced by it for capital expenditures in
    our business from January 1, 2007 through the time of the
    closing. 35




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DILUTION    Assumed initial public offering
    price per common unit





$Net tangible book value per common
    unit before the offering(1)

$Decrease in net tangible book
    value per common unit attributable to purchasers in the offeringLess: Pro forma net tangible book
    value per common unit after the offering(2)Immediate dilution in tangible net
    book value per common unit to new investors(3)





$     (1)
    
    Determined by dividing the number of units and general partner
    units (5,365,275 common units, 8,740,275 subordinated units and
    356,746 general partner units) to be issued to Quicksilver and
    the Private Investors for their contribution of assets and
    liabilities to Quicksilver Gas Services LP into the net tangible
    book value of the contributed assets and liabilities.(2)
    
    Determined by dividing the total number of units and general
    partner units to be outstanding after the offering (8,740,275
    common units, 8,740,275 subordinated units and 356,746 general
    partner units) and the application of the related net proceeds
    into our pro forma net tangible book value, after giving effect
    to the application of the expected net proceeds of the offering.(3)
    
    If the initial public offering price were to increase or
    decrease by $1.00 per common unit, then dilution in net
    tangible book value per common unit would equal
    $          
    and
    $          ,
    respectively.    Units Acquired


Total ConsiderationNumber


Percent


Amount


Percent($ in thousands)General partner and affiliates and
    the Private Investors(1)(2)


14,462,296



81.1
%

$





%New investors


3,375,000



18.9
%







%Total


17,837,296



100.0
%

$




100.0
%     (1)
    
    The units acquired by our general partner and its affiliates and
    the Private Investors consist of 5,365,275 common units,
    8,740,275 subordinated units and 356,746 general partner units.
    The final allocation of common and subordinated units that we
    will issue to Quicksilver and the Private Investors at the
    closing of this offering will be adjusted at to reimburse
    Quicksilver for funds advanced by it for capital expenditures in
    our business from January 1, 2007 through the time of the
    closing.(2)
    
    The assets contributed by our general partner and its affiliates
    were recorded at historical cost in accordance with GAAP. Book
    value of the consideration provided by our general partner and
    its affiliates, as of December 31, 2006, after giving
    effect to the application of the net proceeds of this offering
    and the retention of accounts receivable, is as follows:  ($ in millions)Net parent investment

$Less: Payment to affiliates of our
    general partner and the Private Investors from the net proceeds
    of the offering and borrowings under the revolving credit
    facilityTotal consideration  36




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##### Table of Contents



OUR CASH
    DISTRIBUTION POLICY AND RESTRICTIONS ON DISTRIBUTIONS  You should read the following discussion of our cash
    distribution policy in conjunction with specific assumptions
    included in this section. For more detailed information
    regarding the factors and assumptions upon which our cash
    distribution policy is based, please read Assumptions and
    Considerations below. In addition, you should read
    Forward-Looking Statements and Risk
    Factors for information regarding statements that do not
    relate strictly to historical or current facts and certain risks
    inherent in our business.
  For additional information regarding our historical and pro
    forma operating results, you should refer to our historical
    financial statements for the period January 21, 2004 (date
    of inception) to December 31, 2004 and each of the two
    years in the period ended December 31, 2006, included
    elsewhere in this prospectus.
 General  Rationale for Our Cash Distribution
    Policy.
 
  Available Cash.
 
 
  
    lessthe amount of cash reserves established by our
    general partner to: 
 
  
    provide for the proper conduct of our business; 
 
  
    comply with applicable law, any of our debt instruments or other
    agreements; or 
 
  
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters; 
 
  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter. 
 
   
  Limitations on Cash Distributions and Our Ability to Change
    Our Cash Distribution Policy.
 
  
    We expect that our distribution policy will be subject to
    restrictions on distributions under our revolving credit
    facility. Specifically, we expect that the agreement related to
    our credit facility will contain material financial tests and
    covenants that we must satisfy. These financial tests and
    covenants are described in this prospectus under the caption
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations  Liquidity and
    Capital Resources  Revolving Credit Facility.
    Should we be unable to satisfy these restrictions under our
    credit facility or if we are otherwise in default under our
    credit facility, we would be prohibited from making cash
    distributions to you notwithstanding our stated cash
    distribution policy. 
  
    Our general partner will have the authority to establish
    reserves for the prudent conduct of our business and for future
    cash distributions to our unitholders, and the establishment of
    those reserves could result in a reduction in cash distributions
    to you from levels we currently anticipate pursuant to our
    stated distribution policy. 37




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
    Even if our cash distribution policy is not modified or revoked,
    the amount of distributions we pay under our cash distribution
    policy and the decision to make any distribution is determined
    by of our general partner, taking into consideration the terms
    of our partnership agreement.
    Under
    Section 17-607
    of the Delaware Revised Uniform Limited Partnership Act, we may
    not make a distribution to you if the distribution would cause
    our liabilities to exceed the fair value of our assets.
    We may lack sufficient cash to pay distributions to our
    unitholders due to increases in our general and administrative
    expense, principal and interest payments on our outstanding
    debt, tax expenses, working capital requirements and anticipated
    cash needs. 
  Our Ability to Grow is Dependent on Our Ability to Access
    External Expansion Capital.
 
 Our
    Initial Distribution Rate   
    DistributionsNumber


One


Fourof Units


Quarter


QuartersPublicly held common units


3,375,000


$
1,139,063


$
4,556,250Common units held by Private
    Investors


727,070



245,386



981,545Common units held by Quicksilver


4,638,205



1,565,394



6,261,577Subordinated units held by
    Quicksilver


8,740,275



2,949,843



11,799,371General partner units held by our
    general partner


356,746



120,401



481,607Total


17,837,296


$
6,020,087


$
24,080,350  38




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39




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##### Table of Contents




    Unaudited Pro Forma Available Cash, in which we
    present the amount of cash we would have had available for
    distribution for our fiscal year ended December 31, 2006,
    derived from our unaudited pro forma financial statements that
    are included in this prospectus beginning on
    page F-2,
    which unaudited pro forma financial statements are based on our
    audited historical financial statements for the year ended
    December 31, 2006, as adjusted to give pro forma effect to:  
    the transactions to be completed as of the closing of this
    offering; and 
  
    the application of the net proceeds of this offering and
    borrowings under our revolving credit facility as described
    under Use of Proceeds. 
  
    Statement of Forecasted Results of Operations for the
    Twelve Months Ending June 30, 2008, in which we
    present our financial forecast of our results of operations and
    the minimum estimated EBITDA necessary for us to pay
    distributions at the initial distribution rate on all units for
    the twelve months ending June 30, 2008, and the significant
    assumptions upon which the forecast is based; and
    Estimated Cash Available for Distribution for the Twelve
    Months Ending June 30, 2008, in which we present our
    estimate of the minimum amount of EBITDA necessary for us to pay
    distributions at the initial distribution rate on all units for
    the twelve months ending June 30, 2008. Unaudited
    Pro Forma Available Cash for Year Ended December 31,
    2006    Schedule K-1
 40




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##### Table of Contents



Quicksilver
    Gas Services LP
  Unaudited
    Pro Forma Available Cash
  
 Year EndedDecember 31, 2006($ in millions, exceptper unit data)Net
    income(1)

$
2.4Interest expense(2)


Depreciation and amortization(2)


3.0Income taxes(2)


0.1EBITDA(3)


5.5Incremental cash general and
    administrative expense of being a public company(4)


1.3Pro forma cash interest expense(5)


3.0Capital expenditures(6)


77.5Long-term deposit(7)


0.8Borrowings from credit facility(5)


(77.5
)Pro Forma Available
    Cash

$
0.4Pro Forma Cash
    Distributions:Distributions per unit(8)

$
1.35Distributions to public common
    unitholders(8)


4.6Distributions to Quicksilver(8)


18.5Distributions to the Private
    Investors(8)


1.0Total distributions

$
24.1Excess (shortfall)

$
(23.7
)Interest coverage
    ratio(9)


1.8
xLeverage
    ratio(9)


14.1
x  
    (1)
    
    Reflects actual net income of the Quicksilver Gas Services
    Predecessor derived from its financial statements for the year
    ended December 31, 2006 without giving pro forma effect to
    the offering and the related transactions.(2)
    
    Reflects adjustments to reconcile net income to EBITDA.(3)
    
    We define EBITDA as net income plus net interest expense,
    provision for taxes on our income and depreciation and
    amortization expense. EBITDA is used as a supplemental financial
    measure by our management and by external users of our financial
    statements such as investors, commercial banks, research 41




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analysts and others, to assess the ability of our assets to
    generate cash sufficient to pay interest costs, support our
    indebtedness, make cash distributions to our unitholders and
    general partner and fund maintenance capital expenditures.
    EBITDA is also a financial measurement that we expect will be
    reported to our lenders and used as a gauge for compliance with
    some of our anticipated financial covenants under our revolving
    credit facility. Our EBITDA may not be comparable to a similarly
    titled measure of another company because other entities may not
    calculate EBITDA in the same manner.     
    the financial performance of our assets without regard to
    financing methods, capital structure or historical cost basis;
    our operating performance as compared to other companies in the
    midstream energy industry, without regard to financing methods,
    capital structure or historical cost basis; and
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities.  The GAAP measures most directly comparable to EBITDA are net
    cash provided by operating activities and net income. Our
    non-GAAP financial measure of EBITDA should not be considered as
    an alternative to GAAP net cash provided by operating activities
    and GAAP net income. EBITDA is not a presentation made in
    accordance with GAAP and has important limitations as an
    analytical tool. You should not consider EBITDA in isolation or
    as a substitute for analysis of our results as reported under
    GAAP. Because EBITDA excludes some, but not all, items that
    affect net income and net cash provided by operating activities
    and is defined differently by different companies in our
    industry, our definition of EBITDA may not be comparable to
    similarly titled measures of other companies.Management compensates for the limitations of EBITDA as an
    analytical tool by reviewing the comparable GAAP measures,
    understanding the differences between the measures and
    incorporating these learnings into managements
    decision-making processes.(4)
    
    Reflects an adjustment to our EBITDA for an estimated
    incremental cash expense associated with being a publicly traded
    limited partnership, including costs associated with annual and
    quarterly reports to unitholders, tax return and
    Schedule K-1
    preparation and distribution, independent auditor fees, investor
    relations activities, registrar and transfer agent fees,
    incremental director and officer liability insurance costs and
    director compensation. 
  (5)
    
    Reflects the interest expense, including amortization of debt
    issuance costs, related to $77.5 million in borrowings
    under our revolving credit facility assumed to be drawn evenly
    throughout the year at an assumed annual interest rate of 7.85%,
    based on the current LIBOR rate of 5.35%, plus an assumed margin
    of 2.5%. If the interest rate used to calculate this interest
    were 1% higher or lower, our annual cash interest cost would
    increase or decrease, respectively, by $775,000. 
  (6)
    
    For the year ended December 31, 2006, our capital
    expenditures were $77.5 million. For the year ended
    December 31, 2006, we did not distinguish between
    maintenance capital expenditures and expansion capital
    expenditures. We have assumed that substantially all of our
    capital expenditures in 2006 were expansion capital
    expenditures. We have made no assumption as to how our expansion
    capital expenditures would have been funded because such
    expenditures were funded through capital contributions from
    Quicksilver and the Private Investors. 
  (7)
    
    Long-term deposits consist of deposits on construction projects. 
 42




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(8)
    
    The table below assumes no exercise of the underwriters
    option to purchase additional common units and sets forth the
    assumed number of outstanding common units, subordinated units
    and general partner units upon the closing of this offering and
    the estimated per unit and aggregate distribution amounts
    payable on our common units, subordinated units and general
    partner units for four quarters at our initial distribution rate
    of $0.3375 per common unit per quarter ($1.35 per
    common unit on an annualized basis). 
  No Exercise of the Underwriters Option to Purchase
    Additional UnitsNumber ofUnits


One Quarter


AnnualizedPublicly held common units


3,375,000


$
1,139,063


$
4,556,250Common units held by Private
    Investors


727,070



245,386



981,545Common units held by Quicksilver


4,638,205



1,565,394



6,261,577Subordinated units held by
    Quicksilver


8,740,275



2,949,843



11,799,371General partner units held by our
    general partner


356,746



120,401



481,607Total


17,837,296


$
6,020,087


$
24,080,350  
  (9)
    
    In connection with this offering, we expect to enter into a
    $150 million revolving credit facility which will contain
    covenants limiting our ability to make distributions, incur
    indebtedness, grant liens, and engage in transactions with
    affiliates. Furthermore, we expect our credit facility will
    contain covenants requiring us to maintain a ratio of
    consolidated indebtedness to consolidated EBITDA initially of
    not more than 5.25 to 1.00 and a ratio of consolidated EBITDA to
    consolidated interest expense of not less than 2.5 to 1.00. Any
    subsequent replacement of our credit facility or any new
    indebtedness could have similar or greater restrictions. 
  Financial
    Forecast for the Twelve Months Ending June 30,
    2008       43




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44




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Quicksilver
    Gas Services LP
  Statement
    of Forecasted Results of
 Operations
    and Minimum Estimated EBITDA
  Twelve Months EndingJune 30, 2008($ in millions)Total operating
    revenues

$
48.8Costs and expenses:Operations and maintenance expense


12.1General and administrative expense


2.5Forecasted EBITDA

$
34.2Cash interest expense, net


(5.7
)Texas margin tax(a)


(0.3
)Maintenance capital expenditures


(2.0
)Expansion capital expenditures


(49.5
)Non-cash general and
    administrative expense


0.3Borrowings for expansion capital
    expenditures


49.5Cash available for
    distribution

$
26.5Total distributions to our
    unitholders and general partner at the initial distribution rate


24.1Excess of cash available for
    distributions over distributions at the initial distribution rate


2.4Calculation of minimum estimated
    EBITDA necessary to pay cash distributions at the initial
    distribution rate:Forecasted EBITDA


34.2Excess of cash available for
    distributions over distributions at the initial distribution rate


(2.4
)Minimum estimated EBITDA
    necessary to pay cash distributions at the initial distribution
    rate

$
31.8Interest coverage ratio(b)


6.0
xLeverage ratio(b)


2.8
x     (a)
    
    For more detail on the Texas margin tax, please see Note 7
    to the Combined Financial Statements beginning on
    page F-17.(b)
    
    In connection with this offering, we expect to enter into a
    $150 million revolving credit facility which we expect will
    contain covenants limiting our ability to make distributions,
    incur indebtedness, grant liens, and engage in transactions with
    affiliates. Furthermore, we expect that our credit facility will
    contain covenants requiring us to maintain certain financial
    ratios and tests. Any subsequent replacement of our credit
    facility or any new indebtedness could have similar or greater
    restrictions.   Assumptions
    and Considerations  General
    Considerations
  
    Revenues and operating expenses are net of transactions between
    the Cowtown Pipeline and the Cowtown Plant.
    Realized throughput volume is the primary factor that will
    influence whether the amount of cash available for distribution
    for the twelve months ending June 30, 2008 is above or
    below our forecast. For example, if all other assumptions are
    held constant, a 5.0% decline in wellhead volumes below 45




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forecasted levels would result in an approximate
    $2.4 million decline in cash available for distribution. A
    decline in forecasted cash flows greater than $2.4 million
    would result in our generating less than the minimum cash
    required to pay distributions on the outstanding units at the
    initial distribution rate for the forecast period.  Total Operating Revenue.
 
  
    Gathering Volumes:  We will gather an average
    of 161 MMcf/d of natural gas for the twelve months ending
    June 30, 2008 compared to 37 MMcf/d for the year ended
    December 31, 2006 and 47 MMcf/d in the fourth quarter
    of 2006. The increased volumes estimated for the twelve months
    ending June 30, 2008 represent the contribution of
    150 MMcf/d from the 275 wells that Quicksilver expects
    to drill from January 1, 2007 through June 30, 2008.
    Based on existing contracts in place with third party producers,
    forecasted volumes from third party producers are assumed to
    remain level at 11 MMcf/d for the twelve months ending
    June 30, 2008. 
  
    Gathering Fees:  We will receive an average fee
    of $0.43/Mcf for the twelve months ended June 30, 2008 as
    compared to $0.42/Mcf for the year ended December 31, 2006.
    Processing Volumes:  We will process an average
    of 130 MMcf/d of natural gas for the twelve months ending
    June 30, 2008 compared to 37 MMcf/d for the year ended
    December 31, 2006 and 47 MMcf/d in the fourth quarter
    of 2006. The increased volumes estimated for the twelve months
    ending June 30, 2008 represent the contribution from
    Quicksilvers forecasted drilling program as well as
    volumes associated with existing contracts in place with third
    party producers, but excludes those volumes which do not require
    processing.
    Processing Fees:  We will receive an average
    fee of $0.50/Mcf for the twelve months ended June 30, 2008
    as compared to $0.48/Mcf for the year ended December 31,
    2006. 
  Operating and Maintenance Expense.
 
  General and Administrative Expense.
  Texas Margin Tax.
  Capital Expenditures.
  
    We estimate maintenance capital expenditures for the twelve
    months ending June 30, 2008 will be $2.0 million.
    These expenditures include well connect costs associated with
    maintaining volume throughput on our Cowtown Pipeline and our
    Cowtown Plant. 
  
    We estimate expansion capital expenditures for the twelve months
    ending June 30, 2008 will be $49.5 million. These
    expenditures will include $22.5 million associated with the
    construction of our third processing unit that we expect to
    become operational in the fourth quarter of 2008 as well as 
 46




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$22.2 million associated with additional well connects to
    our Cowtown Pipeline. Additionally, we expect to incur costs
    associated with the partial construction of the Lake Arlington
    Dry System of $3.9 million and the Hill County Dry System
    of $0.9 million. For the year ended December 31, 2006,
    our capital expenditures were $77.5 million. For the year
    ended December 31, 2006, we did not distinguish between
    maintenance capital expenditures and expansion capital
    expenditures. 
  
    We estimate that new well connects to our system will cost an
    average of $150,000 per well.  Financing.
  
    We expect to finance all of our expansion capital expenditures
    under our revolving credit facility. 
  
    Our average debt level will be $74.8 million comprised of
    funds drawn on our revolving credit facility. 
  
    The borrowings under our revolving credit facility will bear an
    average variable interest rate of 8.0% through June 30,
    2008. An increase or decrease of 1% in the annual interest rate
    will result in increased or decreased, respectively, annual
    interest expense of $0.7 million dollars.
    We will remain in compliance with the financial and other
    covenants in our revolving credit facility.  Regulatory, Industry and Economic Factors.
  
    There will not be any new federal, state or local regulation of
    portions of the energy industry in which we operate, or an
    interpretation of existing regulation, that will be materially
    adverse to our business.
    There will not be any major adverse change in the portions of
    the industry in which we operate or in general economic
    conditions.
    Market, insurance and overall economic conditions will not
    change substantially. Estimated
    Cash Available for Distribution for the Twelve Months Ending
    June 30, 2008         47




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48




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Quicksilver
    Gas Services LP
  Estimated
    Cash Available for Distribution
 for the
    Twelve Months Ending June 30, 2008
  Twelve MonthsEndingJune 30, 2008($ in millions,except perunit data)Minimum estimated EBITDA
    necessary to pay cash distributions(a)

$
31.8Less:Cash interest expense, net


5.7Texas margin tax


0.3Maintenance capital expenditures


2.0Expansion capital expenditures


49.5Add:Non-cash general and
    administrative expense


0.3Borrowings for expansion capital
    expenditures


49.5Minimum estimated cash
    available to pay distributions

$
24.1Forecasted Cash
    Distributions(b):Forecasted distributions to our
    public common unitholders

$
4.6Forecasted distributions to common
    units held by the Private Investors


1.0Forecasted distributions to common
    units held by Quicksilver


6.2Forecasted distributions to
    subordinated units held by Quicksilver


11.8Forecasted distributions to
    general partner units held by Quicksilver Gas Services GP LLC


0.5Total forecasted distributions to
    our unitholders and general partner

$
24.1Forecasted distribution per unit

$
1.35     (a)
    
    This amount represents the minimum estimated amount of EBITDA
    that we will need to generate for the twelve months ending
    June 30, 2008 in order to pay cash distributions to our
    unitholders and our general partner at our initial distribution
    rate of $0.3375 per unit per quarter. We expect that our
    EBITDA for this period will exceed this amount as reflected in
    our financial forecast found on page 48.(b)
    
    Represents the amount required to fund distributions to our
    unitholders and our general partner for four quarters based upon
    our initial distribution rate of $0.3375 per unit per
    quarter. If cash distributions to our unitholders exceed
    $0.3881 per common unit in any quarter, our general partner
    will receive increasing percentages, up to 50%, of the cash we
    distribute in excess of that amount. We refer to these
    distributions as incentive distributions. Please
    read Provisions of Our Partnership Agreement Relating to
    Cash Distributions. 49




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PROVISIONS
    OF OUR PARTNERSHIP
    AGREEMENT RELATING TO CASH DISTRIBUTIONS   Distributions
    of Available Cash  General.
  Definition of Available Cash.
  
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter. 
  Intent to Distribute the Minimum Quarterly
    Distribution.
 
  General Partner Interest and Incentive Distribution
    Rights.
   50




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Operating
    Surplus and Capital Surplus  General.
  Operating Surplus.
  
    $20.0 million (as described below); plus
    all of our cash receipts after the closing of this offering,
    excluding cash from the following:  
    borrowings that are not working capital borrowings,
    sales of equity securities and debt securities,
    sales or other dispositions of assets outside the ordinary
    course of business,
    the termination of interest rate swap agreements or commodity
    hedge contracts prior to the termination date specified herein,
    capital contributions received, and
    corporate reorganizations or restructurings; plus  
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; plus
    cash distributions paid on equity issued to finance all or a
    portion of the construction, replacement or improvement of a
    capital asset (such as equipment or reserves) during the period
    beginning on the date that we enter into a binding obligation to
    commence the construction, acquisition or improvement of a
    capital improvement or replacement of a capital asset and ending
    on the earlier to occur of the date the capital improvement or
    capital asset is placed into service or the date that it is
    abandoned or disposed of; less
    our operating expenditures (as defined below) after the closing
    of this offering; less
    the amount of cash reserves established by our board of managers
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred.       51




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
    repayment of working capital borrowings deducted from operating
    surplus pursuant to the last bullet point of the definition of
    operating surplus above when such repayment actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    from and after January 1, 20  , actual
    maintenance capital expenditures;
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions; or
    distributions to our partners (including distributions in
    respect of our Class B interests and management incentive
    interests). Capital
    Expenditures       52




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
    it will reduce the risk that maintenance capital expenditures in
    any one quarter commencing January 1, 20   will
    be large enough to render operating surplus less than the
    initial quarterly distribution to be paid on all the units for
    the quarter and subsequent quarters;
    commencing January 1, 20   it will increase our
    ability to distribute as operating surplus cash we receive from
    non-operating sources; and
    it will be more difficult for us to raise our distribution above
    the minimum quarterly distribution and pay incentive
    distributions on the incentive distribution rights held by our
    general partner.          Capital Surplus.
  
    borrowings other than working capital borrowings; 53




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
    sales of our equity and debt securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets.  Characterization of Cash Distributions.
 Subordination
    Period  General.
 
  Subordination Period.
  
    quarterly distributions of available cash from operating surplus
    on each of the outstanding common units, subordinated units and
    general partner units equaled or exceeded the minimum quarterly
    distribution for each of the three consecutive, non-overlapping
    four whole quarter periods immediately preceding that date;
    the adjusted operating surplus (as defined below)
    generated during each of the three consecutive, non-overlapping
    four whole quarter periods immediately preceding that date
    equaled or exceeded the sum of the minimum quarterly
    distributions on all of the outstanding common and subordinated
    units and general partner units during those periods on a fully
    diluted basis during those periods; and
    there are no arrearages in payment of the minimum quarterly
    distribution on the common units.    
    distributions of available cash from operating surplus on each
    of the outstanding common and subordinated units equaled or
    exceeded $0.5063 per quarter (150% of the minimum quarterly
    distribution) for the four whole quarter period immediately
    preceding the date;
    the adjusted operating surplus (as defined below)
    generated during the four whole quarter period immediately
    preceding the date equaled or exceeded the sum of
    $0.5063 per quarter (150% of the minimum quarterly
    distribution) on each of the outstanding common and subordinated
    units during that period on a fully diluted basis and on the
    related general partner interest during those periods; and
    there are no arrearages in payment of the minimum quarterly
    distributions on the common units.  Expiration of the Subordination Period.
 54




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
    the subordination period will end and each subordinated unit
    will immediately convert into one common unit;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    the general partner will have the right to convert its general
    partner units and its incentive distribution rights into common
    units or to receive cash in exchange for those interests.  Adjusted Operating Surplus.
 
  
    operating surplus generated with respect to that period
    (excluding any amounts attributable to the item described in the
    first bullet point under  Operating Surplus and
    Capital Surplus  Operating Surplus above);
    less 
 
  
    any net increase in working capital borrowings with respect to
    that period; less 
  
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium. Distributions
    of Available Cash from Operating Surplus during the
    Subordination Period    
    first, 98% to the common unitholders, pro rata, and 2% to
    the general partner, until we distribute for each outstanding
    common unit an amount equal to the minimum quarterly
    distribution for that quarter;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until we distribute for each outstanding
    common unit an amount equal to any arrearages in payment of the
    minimum quarterly distribution on the common units for any prior
    quarters during the subordination period;
    third, 98% to the subordinated unitholders, pro rata, and
    2% to the general partner, until we distribute for each
    subordinated unit an amount equal to the minimum quarterly
    distribution for that quarter; and
    thereafter, in the manner described in General
    Partner Interest and Incentive Distribution Rights below.   Distributions
    of Available Cash from Operating Surplus after the Subordination
    Period    
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until we distribute for each outstanding unit
    an amount equal to the minimum quarterly distribution for that
    quarter; and
    thereafter, in the manner described in General
    Partner Interest and Incentive Distribution Rights below.   55




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General
    Partner Interest and Incentive Distribution Rights          
    we have distributed available cash from operating surplus to the
    common and subordinated unitholders in an amount equal to the
    minimum quarterly distribution; and
    we have distributed available cash from operating surplus on
    outstanding common units in an amount necessary to eliminate any
    cumulative arrearages in payment of the minimum quarterly
    distribution;    
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until each unitholder receives a total of
    $0.3881 per unit for that quarter (the first target
    distribution);
    second, 85% to all unitholders, pro rata, and 15% to the
    general partner, until each unitholder receives a total of
    $0.4219 per unit for that quarter (the second target
    distribution);
    third, 75% to all unitholders, pro rata, and 25% to the
    general partner, until each unitholder receives a total of
    $0.5063 per unit for that quarter (the third target
    distribution); and
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner. General
    Partners Right to Reset Incentive Distribution
    Levels   56




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
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until each unitholder receives an amount equal
    to 115% of the reset minimum quarterly distribution for that
    quarter;
    second, 85% to all unitholders, pro rata, and 15% to the
    general partner, until each unitholder receives an amount per
    unit equal to 125% of the reset minimum quarterly distribution
    for the quarter;
    third, 75% to all unitholders, pro rata, and 25% to the
    general partner, until each unitholder receives an amount per
    unit equal to 150% of the reset minimum quarterly distribution
    for the quarter; and
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner.    Marginal PercentageInterest in Distributions


Quarterly DistributionQuarterly Distribution per Unit




General


per Unit FollowingPrior to Reset

Unitholders


Partner


Hypothetical ResetMinimum Quarterly Distribution

$0.3375


98
%


2
%

$0.6000First Target Distribution

up to $0.3881


98
%


2
%

up to $0.6900(1)Second Target Distribution

above $0.3881 up to $0.4219


85
%


15
%

above $0.6900(1), up to $0.7500(2)Third Target Distribution

above $0.4219 up to $0.5063


75
%


25
%

above $0.7500(2), up to $0.9000(3)Thereafter

above $0.5063


50
%


50
%

above $0.9000(3)     (1)
    
    This amount is 115% of the
    hypothetical reset minimum quarterly distribution.(2)
    
    This amount is 125% of the
    hypothetical reset minimum quarterly distribution.(3)
    
    This amount is 150% of the
    hypothetical reset minimum quarterly distribution. 57




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Common


General Partner Cash DistributionsQuarterly

Unitholders


Prior to ResetDistribution

Cash





2% General


Incentiveper Unit

Distributions


Class B


Partner


Distribution





TotalPrior to Reset

Prior to Reset


Units


Interest


Rights


Total


DistributionsMinimum Quarterly Distribution

$0.3375

$
5,899,686


$



$
120,402


$



$
120,402


$
6,020,087First Target Distribution

up to $0.3881


884,516







18,051







18,051



902,567Second Target Distribution

above $0.3881 up to
    $0.4219


590,843







13,902



90,364



104,266



695,109Third Target Distribution

above $0.4219 up to
    $0.5063


1,475,358







39,343



452,443



491,786



1,967,145Thereafter

above $0.5063


1,637,928







65,517



1,572,410



1,637,928



3,275,855$
10,488,331


$



$
257,215


$
2,115,217


$
2,372,433


$
12,860,763     Common


General Partner Cash DistributionsQuarterly

Unitholders


After ResetDistribution

Cash





2% General


Incentiveper Unit

Distributions


Class B


Partner


Distribution





TotalAfter Reset

After Reset


Units


Interest


Rights


Total


DistributionsMinimum Quarterly Distribution

$0.6000

$
10,488,331


$
2,115,217


$
257,215


$



$
2,372,433


$
12,860,763First Target Distribution

up to $0.6900






















Second Target Distribution

above $0.6900 up to






















$0.7500Third Target Distribution

above $0.7500 up to






















$0.9000Thereafter

above $0.9000






















$
10,488,331


$
2,115,217


$
257,215


$



$
2,372,433


$
12,860,763    58




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Percentage
    Allocations of Available Cash from Operating Surplus    Marginal PercentageTotal Quarterly

Interest in Distributions*Distribution per Unit




GeneralTarget Amount

Unitholders


PartnerMinimum Quarterly Distribution

$0.3375


98
%


2
%First Target Distribution

up to $0.3881


98
%


2
%Second Target Distribution

above $0.3881 up to
    $0.4219


85
%


15
%Third Target Distribution

above $0.4219 up to
    $0.5063


75
%


25
%Thereafter

above $0.5063


50
%


50
%     *
    
    Assuming there are no arrearages on common units and that our
    general partner maintains its 2% general partner interest and
    continues to own the incentive distribution rights. Distributions
    from Capital Surplus  How Distributions from Capital Surplus Will Be
    Made.
  
    first, 98% to all unitholders, pro rata, and 2% to the
    general partner, until we distribute for each common unit that
    was issued in this offering, an amount of available cash from
    capital surplus equal to the initial public offering price;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until we distribute for each common
    unit, an amount of available cash from capital surplus equal to
    any unpaid arrearages in payment of the minimum quarterly
    distribution on the common units; and
    thereafter, we will make all distributions of available
    cash from capital surplus as if they were from operating surplus.  Effect of a Distribution from Capital
    Surplus.
 59




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Adjustment
    to the Minimum Quarterly Distribution and Target Distribution
    Levels    
    the minimum quarterly distribution;
    target distribution levels;
    the unrecovered initial unit price;
    the number of common units issuable during the subordination
    period without a unitholder vote; and
    the number of common units into which a subordinated unit is
    convertible.  two-for-one
   Distributions
    of Cash Upon Liquidation  General.
   60




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Manner of Adjustments for Gain.
  
    first, to the general partner and the holders of units
    who have negative balances in their capital accounts to the
    extent of and in proportion to those negative balances;
    second, 98% to the common unitholders, pro rata, and 2%
    to the general partner, until the capital account for each
    common unit is equal to the sum of: (1) the unrecovered
    initial unit price; (2) the amount of the minimum quarterly
    distribution for the quarter during which our liquidation
    occurs; and (3) any unpaid arrearages in payment of the
    minimum quarterly distribution;
    third, 98% to the subordinated unitholders, pro rata, and
    2% to the general partner until the capital account for each
    subordinated unit is equal to the sum of: (1) the
    unrecovered initial unit price; and (2) the amount of the
    minimum quarterly distribution for the quarter during which our
    liquidation occurs;
    fourth, 98% to all unitholders, pro rata, and 2% to the
    general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    first target distribution per unit over the minimum quarterly
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the minimum
    quarterly distribution per unit that we distributed 98% to the
    unitholders, pro rata, and 2% to the general partner, for each
    quarter of our existence;
    fifth, 85% to all unitholders, pro rata, and 15% to the
    general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    second target distribution per unit over the first target
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the first
    target distribution per unit that we distributed 85% to the
    unitholders, pro rata, and 15% to the general partner for each
    quarter of our existence;
    sixth, 75% to all unitholders, pro rata, and 25% to the
    general partner, until we allocate under this paragraph an
    amount per unit equal to: (1) the sum of the excess of the
    third target distribution per unit over the second target
    distribution per unit for each quarter of our existence; less
    (2) the cumulative amount per unit of any distributions of
    available cash from operating surplus in excess of the second
    target distribution per unit that we distributed 75% to the
    unitholders, pro rata, and 25% to the general partner for each
    quarter of our existence; and
    thereafter, 50% to all unitholders, pro rata, and 50% to
    the general partner.      Manner of Adjustments for Losses.
  
    first, 98% to holders of subordinated units in proportion
    to the positive balances in their capital accounts and 2% to the
    general partner, until the capital accounts of the subordinated
    unitholders have been reduced to zero;
    second, 98% to the holders of common units in proportion
    to the positive balances in their capital accounts and 2% to the
    general partner, until the capital accounts of the common
    unitholders have been reduced to zero; and
    thereafter, 100% to the general partner. 61




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Adjustments to Capital Accounts.
 62




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SELECTED
    HISTORICAL AND PRO FORMA
    FINANCIAL AND OPERATING DATA  page F-7.
  
    the issuance by us of 3,375,000 common units in this offering
    and the borrowing by us of $50.0 million under our
    revolving credit facility immediately prior to the completion of
    this offering and the application of the proceeds of such
    issuance and borrowing as described under Use of
    Proceeds; and
    interest expense associated with $50.0 million of
    borrowings under our revolving credit facility.    
 Quicksilver Gas ServicesQuicksilver Gas Services Predecessor



LP Pro FormaPeriod fromJanuary 21, 2004 to









Year EndedDecember 31,


Year Ended December 31,



December 31,2004


2005


2006



2006Statement of Operations
    Data:Total revenues

$
36,190


$
4,868,047


$
13,918,291



$
13,918,291Expenses:Operations and maintenance


13,675



2,371,476



7,474,317




7,474,317General and administrative expense


12,000



329,000



937,000




937,000Depreciation and amortization
    expense


7,930



614,371



2,963,253




2,963,253Total expenses


33,605



3,314,847



11,374,570




11,374,570Operating income


2,585



1,553,200



2,543,721




2,543,721Other income










12,639




12,639Interest expense















4,025,000Income tax provision










135,000




135,000Net income (loss)

$
2,585


$
1,553,200


$
2,421,360



$
(1,603,640
)Pro forma net income per limited
    partner unit














$
(0.09
)Balance Sheet Data (at period
    end):Property plant and equipment, net

$
6,603,006


$
53,782,987


$
130,791,472



$
130,791,472Total assets


6,633,837



56,397,481



144,423,867




144,923,867Long-term debt















50,000,000Net equity


6,024,186



51,563,965



128,453,640




86,384,512  
 63




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MANAGEMENTS
    DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND RESULTS OF OPERATIONS  The historical financial statements included in this
    prospectus beginning on
    page F-7
    reflect the assets, liabilities and operations which will be
    contributed to us by Quicksilver and various wholly-owned
    subsidiaries and the Private Investors upon the closing of this
    offering. We refer to these assets, liabilities and operations
    as the assets, liabilities and operations of the Cowtown
    Entities. The following discussion analyzes the financial
    condition and results of operations of the Cowtown Entities. You
    should read the following discussion of the financial condition
    and results of operations for the Cowtown Entities in
    conjunction with the historical combined financial statements
    and notes of the Cowtown Entities and the pro forma financial
    statements for Quicksilver Gas Services LP included elsewhere in
    this prospectus.
 Overview   
 Our
    Operations   How We
    Evaluate Our Operations    Volumes.
 
  Adjusted Gross Margin.
 
 64




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##### Table of Contents



Operating Expenses.
 
  EBITDA.
 
 
   
 
  
    financial performance of our assets without regard to financing
    methods, capital structure or historical cost basis; 
 
  
    our operating performance as compared to those of other
    companies in the midstream energy industry without regard to
    financing methods, capital structure or historical cost
    basis; and 
 
  
    the viability of acquisitions and capital expenditure projects
    and the overall rates of return on alternative investment
    opportunities. 
 
   
 General
    Trends and Outlook   
  Natural Gas Supply, Demand and
    Outlook.
 
 
   
 65




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Impact of Interest Rates and
    Inflation. 50-year
   Formation,
    Acquisition and Asset Disposal History and Financial Statement
    Presentation  Our
    Formation of Quicksilver Gas Services LP and the Initial Public
    Offering
    
    Quicksilver and its affiliates will contribute to us their 95%
    in Cowtown Gas Processing Partners L.P., and their 93%, in
    Cowtown Pipeline Partners L.P., and the Private Investors will
    contribute to us their 5% interests in Cowtown Gas Processing
    Partners L.P. and their 7% interests in Cowtown Pipeline
    Partners L.P.;
    we will issue to Quicksilver 4,638,205 common units and
    8,740,275 subordinated units, representing an aggregate 75.0%
    limited partner interest in us (subject to adjustment as
    described below);
    we will issue to the Private Investors a total of 727,070 common
    units, representing an aggregate 4.1% limited partner interest
    in us (subject to adjustment as described below);
    we will issue to our general partner, Quicksilver Gas Services
    GP LLC, 356,746 general partner units, representing its initial
    2% general partner interest in us, and all of our incentive
    distribution rights, which incentive distribution rights will
    entitle our general partner to increasing percentages of the
    cash that we distribute in excess of $0.3881 per unit per
    quarter;
    we will issue 3,375,000 common units to the public in this
    offering, representing a 18.9% limited partner interest in us.
    We will use the proceeds from this offering and borrowings of
    approximately $50.0 million under our revolving credit
    facility to pay expenses associated with this offering, the
    Formation Transactions and our revolving credit facility and to
    pay approximately $102.4 million to Quicksilver and
    approximately $7.4 million to the Private Investors as
    reimbursement of capital expenditures and return of investment
    capital; 66




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
    we will own all of the ownership interests in Quicksilver Gas
    Services Operating LLC and its operating subsidiaries, which
    will own and operate our assets;
    we will enter into an omnibus agreement with Quicksilver and our
    general partner that will address, among other things, our
    reimbursement to Quicksilver for the payment of certain
    operating expenses incurred on our behalf; and
    our general partner will enter into a services and secondment
    agreement with Quicksilver pursuant to which employees of
    Quicksilver will perform services on our behalf.   Items Impacting
    Comparability of Our Financial Results    
    Quicksilvers Barnett Shale operations began in 2004 and as
    such Quicksilvers operations have been growing
    significantly since startup.
    With the startup of Quicksilvers Barnett Shale operations,
    our facilities have been in a startup phase as well, and we have
    incurred expenses that are not expected to be recurring.
    Expenses are largely independent of volume and are more directly
    related to the scale of our operations.
    Revenues have been dependent on Quicksilvers ability to
    connect wells to our system and in light of Quicksilvers
    significant growth, this connection process may not have been
    completely feasible in prior periods. Critical
    Accounting Policies and Estimates    Revenue Recognition.
  Depreciation Expense and Cost Capitalization
    Policies.
     67




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Environmental Remediation.
 Results
    of Operations  Combined
    Overview
    Period fromJanuary 21, 2004(inception) to


Year Ended December 31,December 31, 2004


2005


2006Total revenues

$
36,190


$
4,868,047


$
13,918,291Operations and maintenance expense


13,675



2,371,476



7,474,317General and administrative expense


12,000



329,000



937,000Adjusted gross margin(a)


10,515



2,167,571



5,506,974Other (income) expense










(12,639
)EBITDA(b)


10,515



2,167,571



5,519,613Depreciation and amortization
    expense


7,930



614,371



2,963,253Interest expense










Deferred tax provision










135,000Net income

$
2,585


$
1,553,200


$
2,421,360Operating Data:Daily throughput (Mcf)


283



9,755



36,974Total throughput (Mcf)


103,399



3,560,605



13,495,818     (a)
    
    Adjusted gross margin consists of total operating revenues less
    operation and maintenance expense and general and administrative
    expense. Please read Summary  Non-GAAP Financial
    Measures.(b)
    
    EBITDA consists of net income plus net interest expense,
    provision for taxes on our income and depreciation and
    amortization expense. Please read Summary 
    Non-GAAP Financial Measures.  Year
    Ended December 31, 2006 Compared with Year Ended
    December 31, 2005.
  Total Revenues.
  Adjusted Gross Margin.
 68




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##### Table of Contents



Operations and Maintenance Expense.
  General and Administrative Expense.
  Depreciation and Amortization
    Expense.
  Year
    Ended December 31, 2005 Compared with Year Ended
    December 31, 2004
  Revenues.
  Adjusted Gross Margin.
 
  Operations and Maintenance Expense.
 
  General and Administrative Expense.
  Depreciation and Amortization
    Expense.
 Liquidity
    and Capital Resources      
    cash generated from operations;
    borrowings under our revolving credit facility;
    debt offerings; and
    issuance of additional partnership units. 69




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##### Table of Contents



Cash
    Flows and Capital Expenditures
    
    At December 31, 2004, Quicksilver had produced
    108,581 Mcf in the Fort Worth Basin and had recorded
    37 Bcfe of proved natural gas reserves. There were
    2 wells connected to our system.
    At December 31, 2005, Quicksilver had produced
    4,317,588 MMcf for the year all of which was gathered,
    processed and transported on our system. Quicksilver had
    recorded 183 Bcfe of proved reserves and had 38 wells
    connected to our system. At December 31, 2005, we had
    invested $53.8 million in our pipeline and plant assets.
    At December 31, 2006, Quicksilver had throughput of
    13,495,818 MMcf at our system for the year then ended and
    had 104 wells connected to our system. Our system consisted
    of 120 miles of gathering pipelines, a
    20-mile NGL
    transportation pipeline and two operating units which can
    process
    200 MMcf/d
    of natural gas.  Working Capital (Deficit).
    Cash Flows from Operations.
      Cash Flows Used in Investing Activities.
    Cash Flows Provided by Financing
    Activities.
   70




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##### Table of Contents



Capital
    Requirements    
    Expansion capital expenditures, which are made to construct
    additional assets to increase our business, to expand and
    upgrade existing systems and facilities or used to acquire
    additional assets which increase our business; or
    Maintenance capital expenditures, which are made to replace
    partially or fully depreciated assets, to maintain the existing
    operating capacity of our assets and extend their useful lives
    or to maintain existing system volumes and related cash flows.     
   
 
   
  Revolving
    Credit Facility
    
    incur indebtedness;
    grant liens; and
    engage in transactions with affiliates.   71




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##### Table of Contents



Total Contractual Cash Obligations.
  Payments Due by PeriodContractual Obligations

Total


2007


2008-2010


2011-2012


Thereafter($ Millions)Long-Term Debt (including
    interest)(1)

$



$



$



$



$
Construction Commitments


5.7



5.7











Total Contractual Obligations(2)

$
5.7


$
5.7


$



$



$
     (1)
    
    Assumes a current LIBOR interest rate of 5.35% plus the
    applicable margin, which remains constant in all periods. 
  (2)
    
    These amounts do not include the $32.7 million that we
    expect to spend in 2007 for the construction of additions to our
    gathering system to connect new wells, or the cost to construct
    the third processing unit that we expect to become operational
    by the fourth quarter of 2008, a portion of which is budgeted
    for 2007 capital expenditures. 
 
  Off-Balance
    Sheet Arrangements
 
 
   
 Recent
    Accounting Pronouncements    Fair Value
    Measurements
  Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement No.
    109
   72




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##### Table of Contents



Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
  50-year
   73




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##### Table of Contents



BUSINESS Our
    Partnership   
 
   
 
   
 
  
    Large, long-lived reserve base.  Based on a
    report prepared by Schlumberger Data and Consulting Services,
    independent petroleum engineers, Quicksilver had approximately
    704 billion cubic feet equivalent, or Bcfe, of proved
    reserves in the Quicksilver Counties as of December 31,
    2006, with average production of approximately 34.7 million
    cubic feet per day equivalent, or MMcfe/d, in 2006; 
  
    Substantial Fort Worth Basin acreage
    position.  As of December 31, 2006,
    Quicksilver owned approximately 270,000 net acres with
    approximately 2,000 drilling locations, which represent
    approximately twenty times the number of producing wells that
    Quicksilver operated in the Fort Worth Basin at that
    date;
    Proven track record.  Since entering the
    Fort Worth Basin in 2004, Quicksilver has increased its
    production from an average of 0.5 MMcfe/d in 2004 to an
    average of 34.7 MMcfe/d in 2006. Through December 31,
    2006, Quicksilver has drilled 161 net wells in the
    Quicksilver Counties with a 98% success rate; and
    Highly active drilling program in the Fort Worth
    Basin.  Quicksilver plans to drill 160 to
    180 net wells in 2007 and 200 to 220 net wells in 2008.
    Each years annual drilling activity would represent a
    significant increase over the 110 net wells drilled in 2006 and
    would surpass the 161 total net wells Quicksilver has drilled in
    the basin through December 31, 2006. 74




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##### Table of Contents



Business
    Strategies   
  
    Organically growing our capacity to meet Quicksilvers
    gathering and processing needs.  We expect that
    the primary growth in our gathering and processing volumes will
    come from Quicksilvers increased volume of product
    transported, or throughput, to our system. Quicksilver has
    experienced a 98% success rate on wells drilled in the
    Quicksilver Counties, and the number of wells it plans to drill
    in 2007 would surpass the aggregate number of wells it has
    drilled since beginning operations in the Fort Worth Basin
    in 2004. 
 
  
    Attracting third party volumes to our
    facilities.  We believe, based on data provided by
    W.D. Von Gonten & Company and the EIA, that the
    Fort Worth Basin is one of the fastest growing natural gas
    fields in the United States. Our agreements with Quicksilver do
    not restrict our ability to provide services to other natural
    gas producers. We intend to attract increased third party
    volumes to our gathering and processing systems by actively
    marketing our midstream services and providing superior customer
    service to these natural gas producers. 
  
    Minimizing commodity price exposure and maintaining a
    disciplined financial policy.  All of our service
    agreements are on a fixed fee basis without direct commodity
    price exposure, and we intend to structure all of our future
    contracts similarly. We also intend to continue to pursue a
    disciplined financial policy by maintaining a prudent cash
    distribution policy and capital structure.
    Improving operating efficiency and enhancing asset
    utilization while prudently managing our
    growth.  As we expand our operations, we intend to
    improve operational efficiencies and enhance overall asset
    utilization. We intend to complete an upgrade of the existing
    75 MMcf/d processing unit at our Cowtown Plant in the third
    quarter of 2007, as well as construct an additional processing
    unit and several new pipeline additions over the next
    18 months. We expect these projects will significantly
    increase our processing and gathering operating capacity and
    efficiency. 
  
    Pursuing midstream acquisitions.  We plan to
    pursue strategic midstream acquisition opportunities that will
    complement and expand our existing business, both from
    Quicksilver and from third parties. We will seek acquisition
    opportunities in our existing area of operation with the
    opportunity for operational efficiencies and the potential for
    higher capacity utilization and expansion of those assets. We
    will also consider acquisitions in areas of the midstream
    business where we currently have no operations as well as new
    geographic areas of operation. Because we have significant
    organic growth opportunities related to the Quicksilver assets,
    certain factors will be considered in deciding whether to
    acquire assets including, but not limited to, the economic
    characteristics of the acquisition, such as return on capital
    and cash flow stability, the region in which the assets are
    located and the availability and sources of capital to finance
    any potential acquisition. 
 Competitive
    Strengths   
  
    Quicksilver is one of the most active operators and fastest
    growing producers in the Fort Worth Basin according to IHS,
    Inc.  Quicksilvers average annual natural
    gas production from the Fort Worth Basin has grown from
    0.5 MMcfe/d in 2004 to 34.7 MMcfe/d in 2006,
    significantly in excess of the 65% that total natural gas
    production from the basin has grown from 2004 through the twelve
    month period ended October 31, 2006 according to W.D. Von
    Gonten & Company and IHS, Inc. Quicksilver is actively
    exploiting its acreage in the Quicksilver Counties to continue
    its growth and has announced its intention to increase the
    number of rigs it will operate in the Quicksilver Counties from
    12 at December 31, 2006 to 16 by the end of 2007. We expect
    this increased drilling activity to result in significantly
    increased throughput at our facilities. 
 75




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##### Table of Contents




    Our relationship with Quicksilver reduces the uncertainty of
    financial returns associated with our capacity
    additions.  Our relationship with Quicksilver
    improves our ability to forecast future throughput volumes and
    the need for capacity additions. Consequently, we believe there
    is less risk associated with our capital expenditures, since we
    can coordinate our capacity additions with Quicksilvers
    production growth and associated gathering and processing needs. 
  
    Our assets are strategically located in the Fort Worth
    Basin to attract third party volumes.  The
    Fort Worth Basin is one of the largest, fastest growing
    natural gas producing areas in the United States according to
    data provided by W.D. Von Gonten & Company and the EIA. We
    believe that our established position in this area, together
    with its anticipated growth in production, gives us an
    opportunity to expand our gathering system footprint, increase
    our volumes and ultimately increase cash flows from third
    parties. 
  
    We provide an integrated package of midstream
    services.  We provide a broad range of bundled
    midstream services to natural gas producers, including
    gathering, compressing, treating and processing natural gas and
    transporting and marketing NGLs.
    We have the financial flexibility to pursue growth
    opportunities.  We expect to enter into a
    $150 million revolving credit facility, which will be
    available for capital expenditures, acquisitions and other
    general partnership purposes. We believe that the capacity under
    this credit facility, combined with internally generated funds
    and our ability to access the capital markets, will enable us to
    complete our near-term growth projects and will provide us with
    a flexible financial structure that will facilitate our
    strategic expansion and acquisition strategies.
    We have an experienced, knowledgeable management team with a
    proven record of performance.  Our management team
    has a proven record of enhancing value through the development
    and operation of midstream assets in the natural gas industry.
    We believe that this team provides us with a strong foundation
    for accessing strategic acquisition opportunities and developing
    new natural gas gathering and processing assets.
    Quicksilver will retain a significant equity ownership in
    us.  Upon completion of this offering, Quicksilver
    will own 4,638,205 common and 8,740,275 subordinated units,
    which together will represent a 75.0% limited partner interest
    in us. Quicksilver will also own all of the equity interests in
    our general partner. Given its relationship with us, we believe
    Quicksilver will have a vested interest in our growth and
    overall success. 
   
 Our
    Relationship with Quicksilver   
 76




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##### Table of Contents



Industry
    Overview  General.
 
  Service Types.
  Gathering.
  Treating and Dehydration.
  Processing.
 77




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##### Table of Contents



Fractionation.
  Typical Contractual Arrangements.
  
    Fee-Based.  The gatherer processor receives a
    fee per unit of natural gas gathered at the wellhead and an
    additional fee per unit of natural gas processed at its
    processing facility. Under this arrangement, a midstream service
    provider bears no commodity price risk exposure. We provide our
    services to Quicksilver and third party producers exclusively
    under fee-based agreements and thus eliminate direct commodity
    price exposure in our operations.
    Percent-of-Proceeds,
    or
    Percent-of-Value
    or
    Percent-of-Liquids.  The
    processor remits to the producers a percentage of the proceeds
    from the sales of residue gas and NGLs or a percentage of
    residue gas and NGLs at the tailgate. These types of
    arrangements expose the processor to commodity price risk as the
    revenues from the contracts directly correlate with the
    fluctuating price of natural gas and NGLs.
    Keep-Whole.  The processor keeps 100% of the
    NGLs produced and the processed natural gas, or value of the
    gas, is returned to the producer. Since some of the gas is used
    during processing, the processor compensates the producer for
    the amount of gas used in processing by supplying additional gas
    or by paying an agreed value for the gas utilized. These
    arrangements have the highest commodity price exposure for the
    processor because the costs are dependent on the price of
    natural gas and the revenues are based on the price of NGLs. 
  U.S. Natural Gas Fundamentals.
 
  
  Source: Energy Information Administration
  Overview of the Fort Worth Basin.
 78




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##### Table of Contents



Fort Worth
    Basin Average Monthly Rig Count and Production
  
  Source: Baker Hughes Incorporated, W.D. Von Gonten &
    Company
    Fort Worth
    Basin Drilling Permits and Well Completions History
  
  Source: W.D. Von Gonten & Company
 79




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##### Table of Contents



Allocation in FortDaily Rate (MMcf/d)


Worth Basin


Production RankingDevon Energy Production


811



33.8
%


1XTO Energy


346



14.4
%


2EOG Resources


240



10.0
%


3Chesapeake


203



8.5
%


4Encana


162



6.8
%


5Burlington


96



4.0
%


6Quicksilver


47



2.0
%


7Range Resources


43



1.8
%


8Denbury


40



1.7
%


9J-W Operating


40



1.6
%


10   Source: IHS Inc.
 Our
    Assets and Operations  state-of-the-art
 
  22-mile
 
 80




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##### Table of Contents




    A third processing unit that we expect to become operational by
    the fourth quarter of 2008. We expect this new unit to provide
    125 MMcf/d of additional capacity and bring the
    plants total processing capacity to 325 MMcf/d; 
  
    Additions to our Cowtown Pipeline to gather and transport
    natural gas to our Cowtown Plant from the wells that Quicksilver
    drills and completes in the Quicksilver Counties;
    A second interconnect at the terminus of our
    22-mile NGL
    pipeline to another third party pipeline, which we expect to be
    completed by the end of the first quarter of 2007; and
    New pipelines to gather and transport natural gas from new wells
    drilled in the Lake Arlington area of Tarrant County, which we
    refer to as the Lake Arlington Dry System, and in the Hill
    County area, which we refer to as the Hill County Dry System.
    Since we expect that the natural gas produced in these service
    areas will not require processing, we intend to deliver the
    natural gas directly to interconnections with nearby intrastate
    and interstate pipelines.   
  Natural Gas Supply.
 
      Markets.
 Competition   
 81




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##### Table of Contents



Safety
    and Maintenance Regulation        right-to-know
 82




---



##### Table of Contents



Regulation
    of Operations    Gathering Pipeline
    Regulation.
        cost-of-service and/or
 83




---



##### Table of Contents



Interstate NGL Pipeline Regulation.
 Environmental
    Matters  General.
    Hazardous Waste.
 84




---



##### Table of Contents



Site Remediation.
    Air Emissions.
  Water Discharges.
  Other Laws and Regulations.
 85




---



##### Table of Contents



and/or Massachusetts,
    et al v. EPA
 Title to
    Properties and
    Rights-of-Way  rights-of-way, right-of-way, right-of-way, rights-of-way,
  rights-of-way,
 Employees   Legal
    Proceedings     86




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##### Table of Contents



MANAGEMENT Management
    of Quicksilver Gas Services LP         
   
 87




---



##### Table of Contents



Directors
    and Executive Officers    
 Name

Age

Position with Quicksilver Gas Services GP LLCThomas F. Darden


53


President and Chief Executive
    OfficerGlenn Darden


51


Chairman of the BoardPaul J. Cook


50


Executive Vice President and Chief
    Operating OfficerPhilip W. Cook


45


Senior Vice President, Chief
    Financial Officer and DirectorD. Wayne Blair


50


Vice President and Chief
    Accounting OfficerJohn C. Cirone


57


Senior Vice President and General
    Counsel  
   
 
 
  Thomas F. Darden
 
 
  Glenn Darden
 
  Paul J. Cook
  Philip W. Cook
 
  D. Wayne Blair
 
 88




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##### Table of Contents



John C. Cirone
 
 Reimbursement
    of Expenses of Our General Partner   Executive
    Compensation    
    Quicksilver will make available to Quicksilver Gas Services GP
    LLC the services of the Quicksilver employees who serve as the
    executive officers of Quicksilver Gas Services GP LLC; and
    Quicksilver Gas Services GP LLC will be obligated to reimburse
    Quicksilver for any allocated portion of the costs that
    Quicksilver incurs in providing compensation and benefits to
    such Quicksilver employees.      Compensation
    Discussion and Analysis
  General.
   89




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##### Table of Contents



Compensation from Quicksilver.
    
    target between the
    50th and
    75th percentiles
    of base salaries for similar positions in markets in which
    Quicksilver and its subsidiaries compete for talent;
    use cash bonuses based on the achievement of overall company
    goals to provide a range of award levels that are competitive
    with awards offered by other peer group companies; and
    use equity-based incentive tools to encourage executives to
    focus on long-term company goals, provide executives a stake in
    future company performance, and provide incentives for
    executives to continue employment with Quicksilver.   
  change-in-control
 
 
   
 90




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##### Table of Contents



Compensation from Quicksilver Gas Services GP
    LLC.
  2007
    Equity Plan        and/or
   91




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##### Table of Contents



SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT    
    each person who then will beneficially own 5% or more of the
    then outstanding units;
    all of the directors of Quicksilver Gas Services GP LLC;
    each named executive officer of Quicksilver Gas Services GP
    LLC; and
    all directors and officers of Quicksilver Gas Services GP LLC as
    a group.  
 Percentage ofTotalPercentage of





Percentage of


Common andCommon


Subordinated


Subordinated


SubordinatedUnits to be


Units to be


Units to be


Units to beCommon Units to be


Beneficially


Beneficially


Beneficially


BeneficiallyName of Beneficial Owner(1)

Beneficially Owned


Owned


Owned


Owned


OwnedQuicksilver


4,638,205



53.1
%


8,740,275




%


76.5
%Thomas F. Darden







%







%



%Glenn Darden







%







%



%Paul J. Cook







%







%



%Philip W. Cook







%







%



%D. Wayne Blair







%







%



%John C. Cirone







%







%



%All directors and executive
    officers as a group (6 persons)







%







%



%  
    (1)
    
    Unless otherwise indicated, the address for all beneficial
    owners in this table is 777 West Rosedale Street,
    Suite 300, Fort Worth, Texas 76104. 92




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##### Table of Contents



CERTAIN
    RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   Distributions
    and Payments to Our General Partner and its Affiliates    Formation
    Stage
 
  The consideration received by Quicksilver and its subsidiaries
    and the Private Investors for the contribution of the assets and
    liabilities (with a net book value of $135.9 million to us
    as of December 31, 2006)
    
     5,365,275 common units (subject to adjustment to
    reimburse Quicksilver for funds advanced by it for capital
    expenditures in our business from January 1, 2007 through
    the time of the closing of this offering); 
   8,740,275 subordinated units (subject to adjustment
    to reimburse Quicksilver for funds advanced by it for capital
    expenditures in our business from January 1, 2007 through
    the time of the closing of this offering); 356,746 general partner units; the incentive distribution rights; $59.8 million cash payment from the proceeds of
    this offering and $50.0 million of borrowings under our
    revolving credit facility as reimbursement for capital
    expenditures incurred by Quicksilver and the Private Investors
    prior to the closing of this offering related to the assets to
    be contributed to us upon the closing of this offering; and  Operational
    Stage
  Distributions of available cash to our general partner and its
    affiliates
    
    We will generally make cash distributions 98% to our unitholders
    pro rata, including our general partner and its affiliates, as
    the holders of an aggregate 4,638,205 common units and 8,740,275
    subordinated units, and 2% to our general partner. In addition,
    if distributions exceed the minimum quarterly distribution and
    other higher target distribution levels, our general partner
    will be entitled to increasing percentages of the distributions,
    up to 50% of the distributions above the highest target
    distribution level.Assuming we have sufficient available cash to pay the full
    minimum quarterly distribution on all of our outstanding units
    for four quarters, our general partner and its affiliates would
    receive an 93




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##### Table of Contents



annual distribution of approximately $0.5 million on their
    general partner units and $18.1 million on their common and
    subordinated units.Payments to our general partner and its affiliates
    
    Our general partner and its affiliates will be entitled to
    reimbursement for all expenses it incurs on our behalf,
    including salaries and employee benefit costs for its employees
    who provide services to us, and all other necessary or
    appropriate expenses allocable to us or reasonably incurred by
    our general partner and its affiliates in connection with
    operating our business. The partnership agreement provides that
    our general partner will determine the expenses that are
    allocable to us in good faith.Withdrawal or removal of our general partner
    
    If our general partner withdraws or is removed, its general
    partner interest and its incentive distribution rights will
    either be sold to the new general partner for cash or converted
    into common units, in each case for an amount equal to the fair
    market value of those interests. Please read The
    Partnership Agreement  Withdrawal or Removal of the
    General Partner.  Liquidation
    Stage
  Liquidation
    
    Upon our liquidation, the partners, including our general
    partner, will be entitled to receive liquidating distributions
    according to their respective capital account balances. Agreements
    Governing the Transactions   Omnibus
    Agreement    
    our obligation to reimburse Quicksilver the payment of operating
    expenses, including salary and benefits of operating personnel,
    it incurs on our behalf in connection with our business and
    operations;
    our obligation to reimburse Quicksilver for insurance coverage
    expenses it incurs with respect to our business and operations
    and with respect to director and officer liability coverage;
    Quicksilvers obligation to indemnify us for certain
    liabilities and our obligation to indemnify Quicksilver for
    certain liabilities; and
    restrictions on Quicksilvers ability to engage in the
    midstream business or own midstream business assets in the
    Quicksilver Counties. 94




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##### Table of Contents



Estimates for theTwelve Months EndingJune 30, 2008(In millions)Reimbursement of operating expenses

$Reimbursement of general and
    administrative expensesReimbursement of public company
    expensesReimbursement of compensation and
    benefits for executive management of our general partnerTotal

$       Reimbursement
    of Operating and General and Administrative
    Expense
      Indemnification
       95




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##### Table of Contents



Regulation Section 1.1502-6
      Competition
     Contracts
    with Affiliates  Services
    and Secondment Agreement
   96




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##### Table of Contents



Gas
    Gathering and Processing Agreement
   97




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##### Table of Contents



CONFLICTS
    OF INTEREST AND FIDUCIARY DUTIES Conflicts
    of Interest        
    approved by the conflicts committee, although our general
    partner is not obligated to seek such approval;
    approved by the vote of a majority of the outstanding common
    units, excluding any common units owned by our general partner
    or any of its affiliates;
    on terms no less favorable to us than those generally being
    provided to or available from unrelated third parties; or
    fair and reasonable to us, taking into account the totality of
    the relationships among the parties involved, including other
    transactions that may be particularly favorable or advantageous
    to us.      Our
    general partners affiliates may engage in competition with
    us.
   98




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##### Table of Contents



Our
    general partner is allowed to take into account the interests of
    parties other than us in resolving conflicts of
    interest.
    We
    will not have any employees and will rely on the employees of
    Quicksilver who are seconded to Quicksilver Gas Services GP LLC
    and its affiliates.
    Our
    general partner has limited its liability and reduced its
    fiduciary duties, and has also restricted the remedies available
    to our unitholders for actions that, without the limitations,
    might constitute breaches of fiduciary duty.
    
    provides that the general partner shall not have any liability
    to us or our unitholders for decisions made in its capacity as a
    general partner so long as it acted in good faith, meaning it
    believed that the decision was in the best interests of our
    partnership;
    generally provides that affiliated transactions and resolutions
    of conflicts of interest not approved by the conflicts committee
    of the board of directors of Quicksilver Gas Services GP LLC and
    not involving a vote of unitholders must be on terms no less
    favorable to us than those generally being provided to or
    available from unrelated third parties or be fair and
    reasonable to us, as determined by the general partner in
    good faith, and that, in determining whether a transaction or
    resolution is fair and reasonable, Quicksilver Gas
    Services GP LLC may consider the totality of the relationships
    between the parties involved, including other transactions that
    may be particularly advantageous or beneficial to us; and
    provides that our general partner and its officers and directors
    will not be liable for monetary damages to us, our limited
    partners or assignees for any acts or omissions unless there has
    been a final and non-appealable judgment entered by a court of
    competent jurisdiction determining that our general partner or
    those other persons acted in bad faith or engaged in fraud or
    willful misconduct.  Except
    in limited circumstances, our general partner has the power and
    authority to conduct our business without unitholder
    approval.
    
    the making of any expenditures, the lending or borrowing of
    money, the assumption or guarantee of or other contracting for,
    indebtedness and other liabilities, the issuance of evidences of
    indebtedness, including indebtedness that is convertible into
    our securities, and the incurring of any other obligations; 99




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
    the purchase, sale or other acquisition or disposition of our
    securities, or the issuance of additional options, rights,
    warrants and appreciation rights relating to our securities;
    the mortgage, pledge, encumbrance, hypothecation or exchange of
    any or all of our assets;
    the negotiation, execution and performance of any contracts,
    conveyances or other instruments;
    the distribution of our cash;
    the selection and dismissal of employees and agents, outside
    attorneys, accountants, consultants and contractors and the
    determination of their compensation and other terms of
    employment or hiring;
    the maintenance of insurance for our benefit and the benefit of
    our partners;
    the formation of, or acquisition of an interest in, the
    contribution of property to, and the making of loans to, any
    limited or general partnerships, joint ventures, corporations,
    limited liability companies or other relationships;
    the control of any matters affecting our rights and obligations,
    including the bringing and defending of actions at law or in
    equity and otherwise engaging in the conduct of litigation,
    arbitration or mediation and the incurring of legal expense and
    the settlement of claims and litigation;
    the indemnification of any person against liabilities and
    contingencies to the extent permitted by law;
    the making of tax, regulatory and other filings, or rendering of
    periodic or other reports to governmental or other agencies
    having jurisdiction over our business or assets; and
    the entering into of agreements with any of its affiliates to
    render services to us or to itself in the discharge of its
    duties as our general partner.    Our
    general partner determines the amount and timing of asset
    purchases and sales, capital expenditures, borrowings, issuance
    of additional partnership securities and the creation, reduction
    or increase of reserves, each of which can affect the amount of
    cash that is distributed to our unitholders.
    
    amount and timing of asset purchases and sales;
    cash expenditures;
    borrowings;
    the issuance of additional units; and
    the creation, reduction or increase of reserves in any quarter.   100




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
    enabling our general partner or its affiliates to receive
    distributions on any subordinated units held by them or the
    incentive distribution rights; or
    hastening the expiration of the subordination period.      Our
    general partner determines which costs incurred by it are
    reimbursable by us.
    Our
    partnership agreement does not restrict our general partner from
    causing us to pay it or its affiliates for any services rendered
    to us or entering into additional contractual arrangements with
    any of these entities on our behalf.
        Our
    general partner intends to limit its liability regarding our
    obligations.
   101




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Our
    general partner may exercise its right to call and purchase
    common units if it and its affiliates own more than 80% of the
    common units.
    Common
    unitholders will have no right to enforce obligations of our
    general partner and its affiliates under agreements with
    us.
    Our
    general partner decides whether to retain separate counsel,
    accountants or others to perform services for us.
   Fiduciary
    Duties      State-law fiduciary duty standards
    
    Fiduciary duties are generally considered to include an
    obligation to act in good faith and with due care and loyalty.
    The duty of care, in the absence of a provision in a partnership
    agreement providing otherwise, would generally require a general
    partner to act for the partnership in the same manner as a
    prudent person would 102




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act on his own behalf. The duty of loyalty, in the absence of a
    provision in a partnership agreement providing otherwise, would
    generally prohibit a general partner of a Delaware limited
    partnership from taking any action or engaging in any
    transaction where a conflict of interest is present.The Delaware Act generally provides that a limited partner may
    institute legal action on behalf of the partnership to recover
    damages from a third party where a general partner has refused
    to institute the action or where an effort to cause a general
    partner to do so is not likely to succeed. In addition, the
    statutory or case law of some jurisdictions may permit a limited
    partner to institute legal action on behalf of himself and all
    other similarly situated limited partners to recover damages
    from a general partner for violations of its fiduciary duties to
    the limited partners.Partnership agreement modified standards
    
    Our partnership agreement contains provisions that waive or
    consent to conduct by our general partner and its affiliates
    that might otherwise raise issues about compliance with
    fiduciary duties or applicable law. For example, our partnership
    agreement provides that when our general partner is acting in
    its capacity as our general partner, as opposed to in its
    individual capacity, it must act in good faith and
    will not be subject to any other standard under applicable law.
    In addition, when our general partner is acting in its
    individual capacity, as opposed to in its capacity as our
    general partner, it may act without any fiduciary obligation to
    us or the unitholders whatsoever. These standards reduce the
    obligations to which our general partner would otherwise be held.In addition to the other more specific provisions limiting the
    obligations of our general partner, our partnership agreement
    further provides that our general partner and its officers and
    directors will not be liable for monetary damages to us, our
    limited partners or assignees for errors of judgment or for any
    acts or omissions unless there has been a final and
    non-appealable judgment by a court of competent jurisdiction
    determining that the general partner or its officers and
    directors acted in bad faith or engaged in fraud or willful
    misconduct.Special provisions regarding affiliated
    transactions.  Our partnership agreement generally
    provides that affiliated transactions and resolutions of
    conflicts of interest not involving a vote of unitholders and
    that are not approved by the conflicts committee of the board of
    directors of our general partner must be: on terms no less favorable to us than those
    generally being provided to or available from unrelated third
    parties; or fair and reasonable to us, taking into
    account the totality of the relationships between the parties
    involved (including other transactions that may be particularly
    favorable or advantageous to us).If our general partner does not seek approval from the conflicts
    committee and its board of directors determines that the
    resolution or course of action taken with respect to the
    conflict of interest 103




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satisfies either of the standards set forth in the bullet points
    above, then it will be presumed that, in making its decision,
    the board of directors, which may include board members affected
    by the conflict of interest, acted in good faith and in any
    proceeding brought by or on behalf of any limited partner or the
    partnership, the person bringing or prosecuting such proceeding
    will have the burden of overcoming such presumption. These
    standards reduce the obligations to which our general partner
    would otherwise be held.     104




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DESCRIPTION
    OF THE COMMON UNITS The
    Units   Transfer
    Agent and Registrar  Duties.
  
    surety bond premiums to replace lost or stolen certificates,
    taxes and other governmental charges;
    special charges for services requested by a common
    unitholder; and
    other similar fees or charges.    Resignation or Removal.
 Transfer
    of Common Units    
    represents that the transferee has the capacity, power and
    authority to become bound by our partnership agreement;
    automatically agrees to be bound by the terms and conditions of,
    and is deemed to have executed, our partnership
    agreement; and
    gives the consents and approvals contained in our partnership
    agreement, such as the approval of all transactions and
    agreements that we are entering into in connection with our
    formation and this offering.   105




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106




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THE
    PARTNERSHIP AGREEMENT      
    with regard to distributions of available cash, please read
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions;
    with regard to the fiduciary duties of our general partner,
    please read Conflicts of Interest and Fiduciary
    Duties;
    with regard to the transfer of common units, please read
    Description of the Common Units  Transfer of
    Common Units; and
    with regard to allocations of taxable income and taxable loss,
    please read Material Tax Consequences. Organization
    and Duration   Purpose  provided
   Power of
    Attorney   Cash
    Distributions   Capital
    Contributions   107




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Voting
    Rights    
    during the subordination period, the approval of a majority of
    the common units, excluding those common units held by our
    general partner and its affiliates, and a majority of the
    subordinated units, voting as separate classes; and
    after the subordination period, the approval of a majority of
    the common units voting as a class.    Issuance of additional units
    
    No approval right.Amendment of the partnership agreement
    
    Certain amendments may be made by the general partner without
    the approval of the unitholders. Other amendments generally
    require the approval of a unit majority. Please read
     Amendment of the Partnership Agreement.Merger of our partnership or the sale of all or substantially
    all of our assets
    
    Unit majority in certain circumstances. Please read
     Merger, Consolidation, Conversion, Sale or
    Other Disposition of Assets.Dissolution of our partnership
    
    Unit majority. Please read  Termination and
    Dissolution.Continuation of our business upon dissolution
    
    Unit majority. Please read  Termination and
    Dissolution.Withdrawal of the general partner
    
    Under most circumstances, the approval of a majority of the
    common units, excluding common units held by our general partner
    and its affiliates, is required for the withdrawal of our
    general partner prior to September 30, 2017 in a manner
    that would cause a dissolution of our partnership. Please read
     Withdrawal or Removal of the General
    Partner.Removal of the general partner
    
    Not less than
    662/3%
    of the outstanding units, voting as a single class, including
    units held by our general partner and its affiliates. Please
    read  Withdrawal or Removal of the General
    Partner.Transfer of the general partner interest
    
    Our general partner may transfer all, but not less than all, of
    its general partner interest in us without a vote of our
    unitholders to an affiliate or another person in connection with
    its merger or consolidation with or into, or sale of all or
    substantially all of its assets, to such person. The approval of
    a majority of the common units, excluding common units held by
    the general partner and its affiliates, is required in other
    circumstances for a transfer of the 108




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general partner interest to a third party prior to
    September 30, 2017. See  Transfer of
    General Partner Units.Transfer of incentive distribution rights
    
    Except for transfers to an affiliate or another person as part
    of our general partners merger or consolidation, sale of
    all or substantially all of its assets or the sale of all of the
    ownership interests in such holder, the approval of a majority
    of the common units, excluding common units held by the general
    partner and its affiliates, is required in most circumstances
    for a transfer of the incentive distribution rights to a third
    party prior to September 30, 2017. Please read
     Transfer of Incentive Distribution
    Rights.Transfer of ownership interests in our general partner
    
    No approval required at any time. Please read
     Transfer of Ownership Interests in the
    General Partner. Limited
    Liability    
    to remove or replace the general partner;
    to approve some amendments to the partnership agreement; or
    to take other action under the partnership agreement;       109




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Issuance
    of Additional Securities         Amendment
    of the Partnership Agreement  General.
 110




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Prohibited Amendments.
  
    enlarge the obligations of any limited partner without its
    consent, unless approved by at least a majority of the type or
    class of limited partner interests so affected; or
    enlarge the obligations of, restrict in any way any action by or
    rights of, or reduce in any way the amounts distributable,
    reimbursable or otherwise payable by us to our general partner
    or any of its affiliates without the consent of our general
    partner, which consent may be given or withheld at its option.    No Unitholder Approval.
  
    a change in our name, the location of our principal place of our
    business, our registered agent or our registered office;
    the admission, substitution, withdrawal or removal of partners
    in accordance with our partnership agreement;
    a change that our general partner determines to be necessary or
    appropriate to qualify or continue our qualification as a
    limited partnership or a partnership in which the limited
    partners have limited liability under the laws of any state or
    to ensure that neither we nor the operating partnership nor any
    of its subsidiaries will be treated as an association taxable as
    a corporation or otherwise taxed as an entity for federal income
    tax purposes;
    an amendment that is necessary, in the opinion of our counsel,
    to prevent us or our general partner or its directors, officers,
    agents or trustees from in any manner being subjected to the
    provisions of the Investment Company Act of 1940, the Investment
    Advisors Act of 1940, or plan asset regulations
    adopted under the Employee Retirement Income Security Act of
    1974, or ERISA, whether or not substantially similar to plan
    asset regulations currently applied or proposed;
    an amendment that our general partner determines to be necessary
    or appropriate for the authorization of additional partnership
    securities or rights to acquire partnership securities,
    including any amendment that our general partner determines is
    necessary or appropriate in connection with:  
    the adjustments of the minimum quarterly distribution, first
    target distribution, second target distribution and third target
    distribution in connection with the reset of our general
    partners incentive distribution rights as described under
    Provisions of Our Partnership Agreement Relating to Cash
    Distributions  General Partners Right to Reset
    Incentive Distribution Levels;
    any modification of the incentive distribution rights made in
    connection with the issuance of additional partnership
    securities or rights to acquire partnership securities,
    providedthat, any such modifications and related
    issuance of partnership securities have received approval by a
    majority of the members of the conflicts committee of our
    general partner;  
    any amendment expressly permitted in our partnership agreement
    to be made by our general partner acting alone;
    an amendment effected, necessitated or contemplated by a merger
    agreement that has been approved under the terms of our
    partnership agreement;
    any amendment that our general partner determines to be
    necessary or appropriate for the formation by us of, or our
    investment in, any corporation, partnership or other entity, as
    otherwise permitted by our partnership agreement; 111




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
    a change in our fiscal year or taxable year and related changes;
    conversions into, mergers with or conveyances to another limited
    liability entity that is newly formed and has no assets,
    liabilities or operations at the time of the conversion, merger
    or conveyance other than those it receives by way of the
    conversion, merger or conveyance; or
    any other amendments substantially similar to any of the matters
    described in the clauses above.    
    do not adversely affect the limited partners (or any particular
    class of limited partners) in any material respect;
    are necessary or appropriate to satisfy any requirements,
    conditions or guidelines contained in any opinion, directive,
    order, ruling or regulation of any federal or state agency or
    judicial authority or contained in any federal or state statute;
    are necessary or appropriate to facilitate the trading of
    limited partner interests or to comply with any rule,
    regulation, guideline or requirement of any securities exchange
    on which the limited partner interests are or will be listed for
    trading;
    are necessary or appropriate for any action taken by our general
    partner relating to splits or combinations of units under the
    provisions of our partnership agreement; or
    are required to effect the intent expressed in this prospectus
    or the intent of the provisions of our partnership agreement or
    are otherwise contemplated by our partnership agreement.  Opinion of Counsel and Unitholder
    Approval.
   Merger,
    Consolidation, Conversion, Sale or Other Disposition of
    Assets     112




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Termination
    and Dissolution    
    the election of our general partner to dissolve us, if approved
    by the holders of units representing a unit majority;
    there being no limited partners, unless we are continued without
    dissolution in accordance with applicable Delaware law;
    the entry of a decree of judicial dissolution of our
    partnership; or
    the withdrawal or removal of our general partner or any other
    event that results in its ceasing to be our general partner
    other than by reason of a transfer of its general partner
    interest in accordance with our partnership agreement or
    withdrawal or removal following approval and admission of a
    successor.    
    the action would not result in the loss of limited liability of
    any limited partner; and
    neither our partnership, our operating partnership nor any of
    our other subsidiaries would be treated as an association
    taxable as a corporation or otherwise be taxable as an entity
    for federal income tax purposes upon the exercise of that right
    to continue. Liquidation
    and Distribution of Proceeds   Withdrawal
    or Removal of the General Partner   113




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2 3 1 3
    
    the subordination period will end, and all outstanding
    subordinated units will immediately convert into common units on
    a
    one-for-one
    basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner interest and its incentive distribution rights into
    common units or to receive cash in exchange for those interests
    based on the fair market value of those interests at that time.     114




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Transfer
    of General Partner Units    
    an affiliate of our general partner (other than an
    individual); or
    another entity as part of the merger or consolidation of our
    general partner with or into another entity or the transfer by
    our general partner of all or substantially all of its assets to
    another entity,     Transfer
    of Ownership Interests in the General Partner   Transfer
    of Incentive Distribution Rights   Change of
    Management Provisions   115




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
    the subordination period will end and all outstanding
    subordinated units will immediately convert into common units on
    a
    one-for-one
    basis;
    any existing arrearages in payment of the minimum quarterly
    distribution on the common units will be extinguished; and
    our general partner will have the right to convert its general
    partner units and its incentive distribution rights into common
    units or to receive cash in exchange for those interests based
    on the fair market value of those interests at that time. Limited
    Call Right    
    the highest cash price paid by either of our general partner or
    any of its affiliates for any limited partner interests of the
    class purchased within the 90 days preceding the date on
    which our general partner first mails notice of its election to
    purchase those limited partner interests; and
    the current market price as of the date three days before the
    date the notice is mailed.   Meetings;
    Voting       116




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Status as
    Limited Partner   Non-Citizen
    Assignees; Redemption   Indemnification    
    our general partner;
    any departing general partner;
    any person who is or was an affiliate of a general partner or
    any departing general partner;
    any person who is or was a director, officer, member, partner,
    fiduciary or trustee of any entity set forth in the preceding
    three bullet points;
    any person who is or was serving as director, officer, member,
    partner, fiduciary or trustee of another person at the request
    of our general partner or any departing general partner; and
    any person designated by our general partner.   117




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Reimbursement
    of Expenses   Books and
    Reports       Right to
    Inspect Our Books and Records    
    a current list of the name and last known address of each
    partner;
    a copy of our tax returns;
    information as to the amount of cash, and a description and
    statement of the agreed value of any other property or services,
    contributed or to be contributed by each partner and the date on
    which each partner became a partner;
    copies of our partnership agreement, our certificate of limited
    partnership, related amendments and powers of attorney under
    which they have been executed;
    information regarding the status of our business and financial
    condition; and
    any other information regarding our affairs as is just and
    reasonable.   Registration
    Rights   118




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UNITS
    ELIGIBLE FOR FUTURE SALE      
    1% of the total number of the securities outstanding; or
    the average weekly reported trading volume of the common units
    for the four calendar weeks prior to the sale.        lock-up
 119




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MATERIAL
    TAX CONSEQUENCES           Partnership
    Status     120




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Limited
    Partner Status   121




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Tax
    Consequences of Unit Ownership  Flow-Through of Taxable Income.
  Treatment of Distributions.
  and/or
  Ratio of Taxable Income to Distributions.
 122




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
    gross income from operations exceeds the amount required to make
    the minimum quarterly distribution on all units, yet we only
    distribute the minimum quarterly distribution on all
    units; or
    we make a future offering of common units and use the proceeds
    of the offering in a manner that does not produce substantial
    additional deductions during the period described above, such as
    to repay indebtedness outstanding at the time of this offering
    or to acquire property that is not eligible for depreciation or
    amortization for federal income tax purposes or that is
    depreciable or amortizable at a rate significantly slower than
    the rate applicable to our assets at the time of this offering.  Basis of Common Units.
  Limitations on Deductibility of Losses.
     123




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Limitations on Interest Deductions.
  
    interest on indebtedness properly allocable to property held for
    investment;
    our interest expense attributed to portfolio income; and
    the portion of interest expense incurred to purchase or carry an
    interest in a passive activity to the extent attributable to
    portfolio income.    Entity-Level Collections.
  Allocation of Income, Gain, Loss and
    Deduction.
   124




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
    his relative contributions to us;
    the interests of all the partners in profits and losses;
    the interest of all the partners in cash flow; and
    the rights of all the partners to distributions of capital upon
    liquidation.    Treatment of Short Sales.
  
    any of our income, gain, loss or deduction with respect to those
    units would not be reportable by the unitholder;
    any cash distributions received by the unitholder as to those
    units would be fully taxable; and
    all of these distributions would appear to be ordinary income.    Alternative Minimum Tax.
  Tax Rates.
  Section 754 Election.
 125




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Regulation Section 1.167(c)-1(a)(6),
  non-amortizable Regulation Section 1.167(c)-1(a)(6), Regulation Section 1.197-2(g)(3).
    non-amortizable
 126




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Tax
    Treatment of Operations  Accounting Method and Taxable Year.
  Initial Tax Basis, Depreciation and Amortization
    Expense.
        Valuation and Tax Basis of Our Properties.
 Disposition
    of Common Units  Recognition of Gain or Loss.
 127




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
    a short sale;
    an offsetting notional principal contract; or
    a futures or forward contract with respect to the partnership
    interest or substantially identical property.   128




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Allocations Between Transferors and
    Transferees.
      Notification Requirements.
  Constructive Termination. 12-month
 Uniformity
    of Units  Regulation Section 1.167(c)-1(a)(6) Regulation Section 1.197-2(g)(3).
   129




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Section 1.167(c)-1(a)(6), Regulation Section 1.197-2(g)(3).
 Tax-Exempt
    Organizations and Other Investors      Form W-8BEN
     130




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Administrative
    Matters  Information Returns and Audit Procedures. Schedule K-1,
          Nominee Reporting.
             131




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Accuracy-Related and Assessable Penalties.
            Reportable Transactions.
    
    accuracy-related penalties with a broader scope, significantly
    narrower exceptions, and potentially greater amounts than
    described above at  Accuracy-Related and
    Assessable Penalties,
    for those persons otherwise entitled to deduct interest on
    federal tax deficiencies, nondeductibility of interest on any
    resulting tax liability, and
    in the case of a listed transaction, an extended statute of
    limitations. 132




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State,
    Local, Foreign and Other Tax Considerations    It is the responsibility of each unitholder to investigate
    the legal and tax consequences, under the laws of pertinent
    jurisdictions, of his investment in us. Accordingly, each
    prospective unitholder is urged to consult, and depend upon, his
    tax counsel or other advisor with regard to those matters.
    Further, it is the responsibility of each unitholder to file all
    state, local and foreign, as well as United States federal tax
    returns, that may be required of him. Andrews Kurth LLP has not
    rendered an opinion on the state, local or foreign tax
    consequences of an investment in us.
 133




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INVESTMENT
    IN QUICKSILVER GAS SERVICES LP
    BY EMPLOYEE BENEFIT PLANS    
    whether the investment is prudent under
    Section 404(a)(1)(B) of ERISA;
    whether in making the investment, that plan will satisfy the
    diversification requirements of Section 404(a)(1)(C) of
    ERISA; and
    whether the investment will result in recognition of unrelated
    business taxable income by the plan and, if so, the potential
    after-tax investment return. Please read Material Tax
    Consequences  Tax-Exempt Organizations and Other
    Investors.                   134




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UNDERWRITING    Number ofUnderwriters

Common UnitsUBS Securities LLCGoldman, Sachs &
    Co.Total       
    receipt and acceptance of our common units by the underwriters;
    the validity of the representations and warranties made to the
    underwriters;
    the absence of any material change in the financial markets;
    our delivery of customary closing documents to the
    underwriters; and
    the underwriters right to reject orders in whole or in
    part.     Option to
    Purchase Additional Common Units   Commissions
    and Discounts   135




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FullNo Exercise


ExercisePer Unit

$



$Total

$



$      No Sales
    of Similar Securities  lock-up lock-up 180-day 18-day
  lock-up lock-up
 Indemnification   
 Directed
    Unit Program  
 136




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NYSE
    Arca   Price
    Stabilization, Short Positions    
    stabilizing transactions;
    short sales;
    purchases to cover positions created by short sales;
    imposition of penalty bids; and
    syndicate covering transactions.          over-the-counter
 137




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Determination
    of Offering Price    
    the information set forth in this prospectus and otherwise
    available to the representatives;
    our history and prospects, and the history and prospects of the
    industry in which we compete;
    our past and present financial performance and an assessment of
    the directors and officers of our general partner;
    our prospects for future earnings and cash flow and the present
    state of our development;
    the general condition of the securities markets at the time of
    this offering;
    the recent market prices of, and demand for, publicly traded
    common units of generally comparable master limited
    partnerships; and
    other factors deemed relevant by the underwriters and us.  Electronic
    Distribution  and/or
  and/or
  Discretionary
    Sales    Stamp
    Taxes    Affiliations   138




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NASD
    Conduct Rules   139




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VALIDITY
    OF THE COMMON UNITS    EXPERTS     
   
  WHERE YOU
    CAN FIND MORE INFORMATION  Form S-l 1-800-SEC-0330. http://www.sec.gov.
    FORWARD-LOOKING
    STATEMENTS   140




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INDEX TO
    FINANCIAL STATEMENTS  Quicksilver Gas
    Services LP Unaudited Pro Forma Combined Financial
    Statements:Introduction


F-2Unaudited Pro Forma
    Combined Balance Sheet at December 31, 2006


F-3Unaudited Pro Forma
    Combined Statement of Operations for the Year Ended
    December 31, 2006


F-4Notes to Unaudited
    Pro Forma Combined Financial Statements


F-5Quicksilver Gas Services
    Predecessor Financial Statements:Report of
    Independent Registered Public Accounting Firm


F-7Combined Balance
    Sheets as of December 31, 2005 and 2006


F-8Combined Statements
    of Operations for the period from January 21, 2004
    (Inception) to December 31, 2004, and for the years ended
    December 31, 2005 and 2006


F-9Combined Statements
    of Cash Flows for the period from January 21, 2004
    (Inception) to December 31, 2004, and for the years ended
    December 31, 2005 and 2006


F-10Combined Statements
    of Net Parent Equity for the period from January 21, 2004
    (Inception), to December 31, 2004, and for the years ended
    December 31, 2005 and 2006


F-11Notes to Combined
    Financial Statements


F-12Quicksilver Gas Services
    LP:Report of
    Independent Registered Public Accounting Firm


F-19Balance Sheet as of
    February 6, 2007


F-20Note to Balance
    Sheet


F-21Quicksilver Gas Services GP
    LLC:Report of
    Independent Registered Public Accounting Firm


F-22Balance Sheet as of
    February 6, 2007


F-23Note to Balance
    Sheet


F-24  F-1




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  UNAUDITED
    PRO FORMA COMBINED FINANCIAL STATEMENTS
 Introduction       F-2




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
 UNAUDITED
    PRO FORMA COMBINED BALANCE SHEETDecember 31, 2006 Quicksilver GasServices Predecessor





PartnershipHistorical


Adjustments


Pro FormaASSETSCurrent assets:Cash and cash equivalents

$
2,797,239


$
67,500,000
(a)

$
2,797,239(4,725,000
)(b)(3,000,000
)(c)50,000,000
(d)(109,775,000
)(e)Accounts receivable:Trade


66,514







66,514Parent, net


9,801,302







9,801,302Other current assets


146,540







146,540Total current assets


12,811,595







12,811,595Property, plant and
    equipment  net


130,791,472







130,791,472Other assets


820,800



500,000
(c)


1,320,800Total assets

$
144,423,867


$
500,000


$
144,923,867LIABILITIES, REDEEMABLE
    PARTNERS CAPITAL
    AND NET PARENT EQUITY/PARTNERS CAPITALCurrent liabilities:Accrued additions to property,
    plant, and equipment

$
6,607,957


$



$
6,607,957Account payable and other


1,293,746







1,293,746Total current liabilities


7,901,703







7,901,703Long-term debt






50,000,000
(d)


50,000,000Asset retirement obligations


502,652







502,652Deferred income tax liabilities


135,000







135,000Redeemable partners capital


7,430,872



(7,430,872
)(e)


Commitments and contingent
    liabilities










Net parent equity


128,453,640



(102,344,128
)(e)


(26,109,512
)(f)Common unitholders 
    public






67,500,000
(a)


60,275,000(4,725,000
)(b)(2,500,000
)(c)Common unitholders 
    parent






8,816,839
(f)


8,816,839Subordinated
    unitholders  parent






16,614,529
(f)


16,614,529General partner interest






678,144
(f)


678,144Total liabilities, redeemable
    partners capital and net parent equity/partners capital

$
144,423,867


$
500,000


$
144,923,867    F-3




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  UNAUDITED
    PRO FORMA COMBINED STATEMENT OF OPERATIONS
 For
    the Year Ended December 31, 2006
  
 Quicksilver GasServicesPredecessor





PartnershipHistorical


Adjustments


Pro FormaRevenues:Gathering and transportation
    revenue

$
53,144


$



$
53,144Gathering and transportation
    revenue  parent


6,460,141







6,460,141Gas processing revenue


62,745







62,745Gas processing revenue 
    parent


7,342,261







7,342,261Total revenues


13,918,291







13,918,291Expenses:Operations and
    maintenance  parent


7,474,317







7,474,317General and
    administrative  parent


937,000







937,000Depreciation and amortization


2,963,253







2,963,253Total expenses


11,374,570







11,374,570Operating income


2,543,721







2,543,721Other (income) expense


(12,639
)






(12,639
)Interest expense






4,025,000
(g)


4,025,000Income (loss) before income tax


2,556,360



(4,025,000
)


(1,468,640
)Income tax provision


135,000







135,000Net income (loss)

$
2,421,360


$
(4,025,000
)

$
(1,603,640
)General partners interest in
    net income (loss)









$
(32,073
)Limited partners interest in
    net income (loss)









$
(1,571,567
)Net income (loss) per limited
    partners unit









$
(0.09
)Weighted average number of limited
    partners units outstanding










17,480,550  
   F-4




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  NOTES TO
    UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation, Transactions and the Offering      
    the issuance by us of common units to the public;
    the payment of estimated underwriting discounts and fees and
    other expenses;
    the payment of estimated related formation expenses;
    the proceeds received from borrowings under our revolving credit
    facility;
    the payment of arrangement fees for our revolving credit
    facility.
    the distribution to Quicksilver and the Private Investors from
    this offering for reimbursement of capital expenditures; and
    the payment of interest expense related to the borrowing under
    our revolving credit facility.  Schedule K-1
  2.
    Pro Forma
    Adjustments and Assumptions             F-5




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  NOTES TO
    UNAUDITED PRO FORMA COMBINED FINANCIAL
    STATEMENTS  (Continued)
    
    $8.8 million for 4,638,205 common units
    $16.6 million for 8,740,275 subordinated units
    $0.7 million for 356,746 general partner units 
   
  3.
    Pro Forma
    Net Income (Loss) per Unit   
   
 F-6




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             
   
  
 F-7




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
 COMBINED
    BALANCE SHEETS  December 31,2005


2006ASSETSCurrent assets:Cash and cash equivalents

$



$
2,797,239Accounts receivable:Trade






66,514Parent, net


2,614,494



9,801,302Other current assets






146,540Total current assets


2,614,494



12,811,595Property, plant and
    equipment  net


53,782,987



130,791,472Other assets






820,800Total assets

$
56,397,481


$
144,423,867LIABILITIES, REDEEMABLE
    PARTNERS CAPITAL AND NET PARENT EQUITYCurrent liabilities:Accrued additions to property,
    plant and equipment

$
4,649,379


$
6,607,957Accounts payable and other


155,408



1,293,746Total current liabilities


4,804,787



7,901,703Asset retirement obligations


28,729



502,652Deferred income tax liabilities






135,000Redeemable partners capital






7,430,872Commitments and contingent
    liabilities






Net parent equity


51,563,965



128,453,640Total liabilities, redeemable
    partners capital and net parent equity

$
56,397,481


$
144,423,867    F-8




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF OPERATIONS
  Period fromJanuary 21,2004(Inception) to


Year EndedDecember 31,


December 31,2004


2005


2006Revenues:Gathering and transportation
    revenue

$



$



$
53,144Gathering and transportation
    revenue  parent


36,190



2,041,644



6,460,141Gas processing revenue










62,745Gas processing revenue 
    parent






2,826,403



7,342,261Total revenues


36,190



4,868,047



13,918,291Expenses:Operations and
    maintenance  parent


13,675



2,371,476



7,474,317General and
    administrative  parent


12,000



329,000



937,000Depreciation and amortization


7,930



614,371



2,963,253Total expenses


33,605



3,314,847



11,374,570Operating income


2,585



1,553,200



2,543,721Other income










12,639Income before income taxes


2,585



1,553,200



2,556,360Income tax provision










(135,000
)Net income

$
2,585


$
1,553,200


$
2,421,360    F-9




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF CASH FLOWS
  Period fromJanuary 21,2004(Inception) to


Year EndedDecember 31,


December 31,2004


2005


2006Operating activities:Net income

$
2,585


$
1,553,200


$
2,421,360Adjustments to reconcile net
    income to net cash provided by operating activities:Depreciation and amortization


7,930



613,597



2,942,322Accretion of asset retirement
    obligation






774



20,931Deferred income tax expense










135,000Changes in assets and liabilities:Accounts receivable










(66,514
)Other current assets










(146,540
)Accounts payable and other


18,316



137,092



1,138,338Net cash provided by operating
    activities


28,831



2,304,663



6,444,897Investing activities:Net change in accounts
    receivable  parent


(30,831
)


(2,583,663
)


(7,186,807
)Additions to property, plant and
    equipment


(6,019,601
)


(43,707,579
)


(77,539,238
)Long-term deposit










(820,800
)Net cash used in investing
    activities


(6,050,432
)


(46,291,242
)


(85,546,845
)Financing activities:Contributions by parent, net


6,021,601



43,986,579



74,608,089Contributions by other partners










7,291,098Net cash provided by financing
    activities


6,021,601



43,986,579



81,899,187NET INCREASE IN CASH AND CASH
    EQUIVALENTS










2,797,239CASH AND CASH
    EQUIVALENTS  Beginning of period










CASH AND CASH
    EQUIVALENTS  End of period

$



$



$
2,797,239Noncash changes in working capital
    related to acquisition of property, plant and equipment

$
(591,335
)

$
(4,058,044
)

$
(1,958,578
)    F-10




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSOR
  COMBINED
    STATEMENTS OF NET PARENT EQUITY
  
 BALANCE Date of inception,
    January 21, 2004

$
Net change in parent contributions


6,021,601Net income


2,585BALANCE December 31, 2004


6,024,186Net change in parent contributions


43,986,579Net income


1,553,200BALANCE December 31, 2005


51,563,965Net change in parent contributions


74,608,089Net income


2,281,586BALANCE December 31, 2006

$
128,453,640  
   F-11




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##### Table of Contents



QUICKSILVER
    GAS SERVICES PREDECESSORNOTES TO COMBINED FINANCIAL STATEMENTS
    PERIOD FROM JANUARY 21, 2004 (DATE OF INCEPTION) TO
    DECEMBER 31, 2004
    AND THE YEARS ENDED DECEMBER 31, 2005 AND 2006
  1.
    DESCRIPTION
    OF BUSINESS AND BASIS OF PRESENTATION 
   
   
   
     F-12




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##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Property, Plant and Equipment
    Asset Retirement Obligations Accounting for Asset Retirement
    Obligations Accounting for Conditional Asset Retirement Obligations and/or
  Other Assets
  Impairment of Long-Lived Assets
  Environmental Liabilities and/or
  Redeemable Partners Capital
 F-13




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##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Revenue Recognition
    Income Taxes
  Segment Information Disclosures about Segments of an Enterprise and Related
    Information,
  Use of Estimates
  Recent Accounting Pronouncements
  Fair Value
    Measurements
 F-14




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##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Uncertainty in Income
    Taxes  an interpretation of FASB Statement No.
    109
    3.
    PROPERTY,
    PLANT, AND EQUIPMENT AND ASSET RETIREMENT OBLIGATIONS    Depreciable


December 31,Life


2005


2006Gathering and transportation
    systems


20 years


$
31,265,494


$
36,572,249Processing plants


20-25 years







53,034,689Rights-of-way
    and easements


20 years



5,297,052



13,135,129Construction in progress






17,841,968



31,612,58154,404,514



134,354,648Less: accumulated depreciation and
    amortization






(621,527
)


(3,563,176
)Net property, plant, and equipment





$
53,782,987


$
130,791,472     Asset Retirement Obligations
  Asset retirement
    obligations  January 1, 2005

$
Addition to asset retirement
    obligations


27,955Accretion


774Asset retirement
    obligations  December 31, 2005


28,729Addition to asset retirement
    obligations


452,992Accretion


20,931Asset retirement
    obligations  December 31, 2006

$
502,652  
   
 F-15




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##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   4.
    RELATED
    PARTY TRANSACTIONS  Centralized Cash Management
    Services to affiliates
  Allocation of costs
    Period fromJanuary 21, 2004(Inception) to


Year EndedDecember 31,


December 31,2004


2005


2006CashRevenue from parent

$
36,190


$
4,868,047


$
13,802,402Property, plant and equipment
    additions funded by Parent


6,019,601



43,707,579



77,539,238Payments made/received by the
    Parent


(15,359
)


(2,334,384
)


(10,483,744
)Parent allocation of general and
    administrative expense


12,000



329,000



937,000Total

$
6,052,432


$
46,570,242


$
81,794,896Non-cashTransactions settled through
    adjustments to the following:Net parent equity

$
6,021,601


$
43,986,579


$
74,608,089Accounts receivable 
    parent


30,831



2,583,663



7,186,807Total

$
6,052,432


$
46,570,242


$
81,794,896   5.
    FAIR
    VALUE OF FINANCIAL INSTRUMENTS   F-16




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##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   6.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Commitments
    Litigation
  Casualties or Other Risks.
      Regulatory Compliance
  Environmental
 F-17




---



##### Table of Contents



NOTES TO
    COMBINED FINANCIAL
    STATEMENTS  (Continued)
   7.
    INCOME
    TAXES  Accounting for
    Income Taxes
       F-18




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
   
  
 F-19




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  Balance
    Sheet
 February 6,
    2007
  ASSETSCash

$
1,000Total assets

$
1,000PARTNERS EQUITYLimited partner

$
980General partner


20Total partners equity

$
1,000    F-20




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
  Note
    to Balance Sheet
 February 6,
    2007
  (1) Organization
     F-21




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM          
   
  
 F-22




---



##### Table of Contents



QUICKSILVER
    GAS SERVICES GP LLC
  Balance
    Sheet
 February 6,
    2007
  ASSETSCash

$
980Investment in Quicksilver Gas
    Services LP


20Total Assets

$
1,000MEMBERS EQUITYMembers Equity

$
1,000Total members equity

$
1,000    F-23




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##### Table of Contents



QUICKSILVER
    GAS SERVICES GP LLC
  Note
    to Balance Sheet
 February 6,
    2007
  (1)  Organization
     F-24




---



##### Table of Contents



APPENDIX A   AMENDED
    AND RESTATED
    AGREEMENT OF LIMITED PARTNERSHIP
    OF
    QUICKSILVER GAS SERVICES LP
 A-1




---



##### Table of Contents



APPENDIX B  GLOSSARY
    OF TERMS
  adjusted operating surplus:
  
    operating surplus generated with respect to that period
    (excluding any amounts attributable to the item described in the
    first bullet point under the definition of operating surplus
    below); plus
    any net decrease made in subsequent periods in cash reserves for
    operating expenditures initially established with respect to
    that period; less
    any net decrease in cash reserves for operating expenditures
    with respect to that period not relating to an operating
    expenditure made with respect to that period; plus
    any net increase in cash reserves for operating expenditures
    with respect to that period required by any debt instrument for
    the repayment of principal, interest or premium.  available cash:
  
    lessthe amount of cash reserves established by our
    general partner to:  
    provide for the proper conduct of our business;
    comply with applicable law, any of our debt instruments or other
    agreements; or
    provide funds for distributions to our unitholders and to our
    general partner for any one or more of the next four quarters;  
    plus, if our general partner so determines, all or a
    portion of cash on hand on the date of determination of
    available cash for the quarter.  Bbl or barrel:
  Bcf:
  Bcfe:
  capital account:
  capital surplus:
  
    borrowings other than working capital borrowings;
    sales of our equity and debt securities; and
    sales or other dispositions of assets for cash, other than
    inventory, accounts receivable and other current assets sold in
    the ordinary course of business or as part of normal retirement
    or replacement of assets.  closing price: over-the-counter
 B-1




---



##### Table of Contents



condensate:
  cumulative common unit arrearage:
  current market price:
  dehydration:
  DOT:
  EIA:
  EPA:
  FERC:
  field:
 
  Fort Worth Basin:
 
  fractionation:
  Henry Hub:
  hydrocarbon:
  interim capital transactions:
       B-2




---



##### Table of Contents



Mcf:
  MMBtu:
  MMcf:
  MMcfe:
  MMcfe/d:
  MMcf/d:
  natural gas:
 
  net wells:
 
  NGLs:
  NYMEX:
 
  oil:
 
 
  operating expenditures:
 
  
    repayment of working capital borrowings deducted from operating
    surplus pursuant to the last bullet point of the definition of
    operating surplus above when such repayment actually occurs;
    payments (including prepayments and prepayment penalties) of
    principal of and premium on indebtedness, other than working
    capital borrowings;
    expansion capital expenditures;
    from and after January 1, 20  , actual
    maintenance capital expenditures;
    investment capital expenditures;
    payment of transaction expenses relating to interim capital
    transactions; or
    distributions to our partners (including distributions in
    respect of our Class B interests and management incentive
    interests).   operating surplus:
  
    $20.0 million (as described below); plus
    all of our cash receipts after the closing of this offering,
    excluding cash from the following:  
    borrowings that are not working capital borrowings,
    sales of equity securities and debt securities, B-3




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##### Table of Contents




    sales or other dispositions of assets outside the ordinary
    course of business,
    the termination of interest rate swap agreements or commodity
    hedge contracts prior to the termination date specified herein,
    capital contributions received, and
    corporate reorganizations or restructurings; plus  
    working capital borrowings made after the end of a quarter but
    before the date of determination of operating surplus for the
    quarter; plus
    cash distributions paid on equity issued to finance all or a
    portion of the construction, replacement or improvement of a
    capital asset (such as equipment or reserves) during the period
    beginning on the date that we enter into a binding obligation to
    commence the construction, acquisition or improvement of a
    capital improvement or replacement of a capital asset and ending
    on the earlier to occur of the date the capital improvement or
    capital asset is placed into service or the date that it is
    abandoned or disposed of; less
    our operating expenditures (as defined below) after the closing
    of this offering; less
    the amount of cash reserves established by our board of managers
    to provide funds for future operating expenditures; less
    all working capital borrowings not repaid within twelve months
    after having been incurred.  Quicksilver Counties:
 
  residue gas:
 
  Tcf:
  throughput:
  wellhead:
  workover:
 B-4




---



##### Table of Contents



[Quicksilver
    Gas Services LP Logo]




---



##### Table of Contents



PART II
  INFORMATION
    REQUIRED IN THE REGISTRATION STATEMENT
  Item 13.
    Other
    Expenses of Issuance and Distribution.    SEC registration fee

$
8,721NASD filing fee

$
8,651Printing and engraving expenses

$
750,000Fees and expenses of legal counsel

$
1,000,000Accounting fees and expenses

$
200,000Transfer agent and registrar fees

$
5,000NYSE Arca listing fee

$
100,000Miscellaneous

$
427,628Total

$
2,500,000   Item 14.
    Indemnification
    of Officers and Members of Our Board of Directors.   II-1




---



##### Table of Contents



Item 16.
    Exhibits.    
 ExhibitNumber



Description1
.1*





Form of Underwriting Agreement3
.1





Certificate of Limited Partnership
    of Quicksilver Gas Services LP3
.2*





Amended and Restated Limited
    Partnership Agreement of Quicksilver Gas Services LP3
.3





Certificate of Formation of
    Quicksilver Gas Services GP LLC3
.4*





Limited Liability Company
    Agreement of Quicksilver Gas Services GP LLC5
.1*





Opinion of Andrews Kurth LLP as to
    the legality of the securities being registered.8
.1*





Opinion of Andrews Kurth LLP
    relating to tax matters.10
.1*





Revolving Credit Facility10
.2*





Third Amended and Restated Cowtown
    Gas Facilities Gas Gathering and Processing Agreement dated
    September 1, 2006, by and among Quicksilver Resources Inc.,
    Cowtown Pipeline Partners L.P. and Cowtown Gas Processing
    Partners L.P.10
.3*





Form of Omnibus Agreement by and
    among Quicksilver Resources Inc., Quicksilver Gas Services GP
    LLC and Quicksilver Gas Services LP10
.4*





2007 Equity Plan of Quicksilver
    Gas Services GP LLC10
.5*





Form of Services and Secondment
    Agreement by and among Quicksilver Resources Inc., Quicksilver
    Gas Services GP LLC and Quicksilver Gas Services LP21
.1*





List of Subsidiaries of
    Quicksilver Gas Services LP23
.1





Consent of Deloitte &
    Touche LLP23
.2





Consent of Schlumberger Data and
    Consulting Services23
.3





Consent of W.D. Von
    Gonten & Company23
.4*





Consent of Andrews Kurth LLP
    (contained in Exhibit 5.1)23
.5*





Consent of Andrews Kurth LLP
    (contained in Exhibit 8.1)24
.1





Powers of Attorney (contained on
    the signature pages to this Registration Statement)  
    *
    
    To be filed by amendment. 
  
    
    Previously filed. 
  Item 17.
    Undertakings.     II-2




---



##### Table of Contents



II-3




---



##### Table of Contents



SIGNATURES
 
  (No. 333-140599)
 
  QUICKSILVER GAS SERVICES LP
  By:
    Quicksilver Gas Services GP LLC,
    its general partnerBy:
    /s/  Philip
    W. Cook   Title:
    Senior Vice President, Chief Financial
    Officer and Director 
   
  
 Signature

Title

Date*Thomas
    F. Darden

President and Chief Executive
    Officer
    (Principal Executive Officer)

March 30, 2007/s/  Glenn
    DardenGlenn
    Darden

Chairman of the Board

March 30, 2007*Paul
    J. Cook

Executive Vice President and Chief
    Operating Officer

March 30, 2007/s/  Philip
    W. CookPhilip
    W. Cook

Senior Vice President, Chief
    Financial Officer and Director 
    (Principal Financial Officer)

March 30, 2007/s/  D.
    Wayne BlairD.
    Wayne Blair

Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

March 30, 2007*John
    C. Cirone

Senior Vice President and General
    Counsel

March 30, 2007*  By:

/s/  Philip
    W. CookPhilip
    W. Cook,
    Attorney-in-fact  
 II-4




---



##### Table of Contents



Signature

Title

Date/s/  Glenn
    DardenGlenn
    Darden

Chairman of the Board

March 30, 2007/s/  D.
    Wayne BlairD.
    Wayne Blair

Vice President and
    Chief Accounting Officer
    (Principal Accounting Officer)

March 30, 2007  
 II-5




---



##### Table of Contents



EXHIBIT INDEX
  
 ExhibitNumber



Description1
.1*



Form of Underwriting Agreement3
.1



Certificate of Limited Partnership
    of Quicksilver Gas Services LP3
.2*



Amended and Restated Limited
    Partnership Agreement of Quicksilver Gas Services LP3
.3



Certificate of Formation of
    Quicksilver Gas Services GP LLC3
.4*



Limited Liability Company
    Agreement of Quicksilver Gas Services GP LLC5
.1*



Opinion of Andrews Kurth LLP as to
    the legality of the securities being registered.8
.1*



Opinion of Andrews Kurth LLP
    relating to tax matters.10
.1*



Revolving Credit Facility10
.2*



Third Amended and Restated Cowtown
    Gas Facilities Gas Gathering and Processing Agreement dated
    September 1, 2006, by and among Quicksilver Resources Inc.,
    Cowtown Pipeline Partners L.P. and Cowtown Gas Processing
    Partners L.P.10
.3*



Form of Omnibus Agreement by and
    among Quicksilver Resources Inc., Quicksilver Gas Services GP
    LLC and Quicksilver Gas Services LP10
.4*



2007 Equity Plan of Quicksilver
    Gas Services GP LLC10
.5*



Form of Services and Secondment
    Agreement by and among Quicksilver Resources Inc., Quicksilver
    Gas Services GP LLC and Quicksilver Gas Services LP21
.1*



List of Subsidiaries of
    Quicksilver Gas Services LP23
.1



Consent of Deloitte &
    Touche LLP23
.2



Consent of Schlumberger Data and
    Consulting Services23
.3



Consent of W.D. Von Gonten &
    Company23
.4*



Consent of Andrews Kurth LLP
    (contained in Exhibit 5.1)23
.5*



Consent of Andrews Kurth LLP
    (contained in Exhibit 8.1)24
.1



Powers of Attorney (contained on
    the signature pages to this Registration Statement)  
    *
    
    To be filed by amendment. 
  
    
    Previously filed.