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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 8-K
 Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
September 19, 2007
 
 PETROQUEST ENERGY, INC.
  DELAWARE
(State of Incorporation)
    
    72-1440714
(I.R.S. Employer Identification No.)
 400 E. Kaliste Saloom Rd., Suite 6000
Lafayette, Louisiana
    
    70508(Address of principal executive offices)
    
    (Zip code)
    o
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TABLE OF CONTENTS  Item 1.01. Entry into a Material Definitive Agreement.Item 3.03. Material Modification to Rights of Security Holders.Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.Item 9.01. Financial Statements and ExhibitsSIGNATUREUnderwriting AgreementCertificate of DisignationsOpinion of Porter & Hedges, L.L.P.Amendment No.4 to Second Amended Credit AgreementStatement of Computation of Ratio of Earnings to Fixed ChargesPress Release    Table of Contents  
 Item 1.01. Entry into a Material Definitive Agreement.
 Underwriting Agreement
    Amendment No. 4 to Second Amended and Restated Credit Agreement
    
 Item 3.03. Material Modification to Rights of Security Holders.
  Dividends
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Liquidation preference
 Ranking
 
    
    senior to all of the shares of the Companys common stock and to all of
the Companys other capital stock issued in the future unless the terms of such
capital stock expressly provide that it ranks senior to, or on a parity with, shares of the
Series B Preferred Stock;
    
    on a parity with all of the Companys other capital stock issued in the
future the terms of which expressly provide that it will rank on a parity with the shares of the
Series B Preferred Stock; and
    
    junior to all of the Companys existing and future debt obligations and
to all shares of the Companys capital stock issued in the future the terms of
which expressly provide that such shares will rank senior to the shares of the
Series B Preferred Stock.
 Mandatory conversion
 Limited optional redemption
 Conversion rights
  Purchase or exchange upon fundamental change
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##### Table of Contents



Conversion in connection with a fundamental change
  1.
    
    any person becomes the beneficial owner directly or indirectly, of
more than 50% of the voting power of the Companys common equity;2.
    
    individuals who on September 25, 2007, constituted the board of
directors (together with any new directors whose election by such board of
directors or whose nomination for election by the stockholders of the Company was
approved by a vote of a majority of the directors of the Company then still in
office who were either directors on September 25, 2007, or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority of the board of directors then in office;3.
    
    the merger or consolidation of the Company with or into another person
or the merger of another person with or into the Company, or the sale of all or
substantially all the assets of the Company to another person other than a
transaction following which holders of securities that represented 100% of the
voting power of the Companys common equity immediately prior to such transaction
(or other securities into which such securities are converted as part of such
merger or consolidation transaction) own directly or indirectly at least a majority
of the voting power of the voting equity of the surviving person in such merger or
consolidation transaction or transferee in such sale of assets transaction
immediately after such transaction;4.
    
    the adoption of a plan relating to the liquidation or dissolution of
the Company; or5.
    
    the Companys common stock is neither listed on a national securities
exchange nor listed nor approved for quotation on an over-the-counter market in the
United States.
  Voting rights
  
    
    amend the Companys certificate of incorporation and bylaws, by merger
or otherwise, if the amendment would alter or change the powers, preferences,
privileges or rights of the holders of shares of the Series B Preferred Stock so as
to adversely affect them;
 
    
    issue, authorize or increase the authorized amount of, or issue or
authorize any obligation or security convertible into or evidencing a right to
purchase, any senior stock; or
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
    
    reclassify any of the Companys authorized stock into any senior stock
of any class, or any obligation or security convertible into or evidencing a right
to purchase any senior stock.
 2 / 3
  
 Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
  
 Item 9.01. Financial Statements and Exhibits
     5.1
    
    Opinion of Porter & Hedges, L.L.P.12.1
    
    Statement of Computation of Ratio of Earnings to Fixed Charges.23.1
    
    Consent of Porter & Hedges, L.L.P. (included in Exhibit 5.1 hereto)99.1
    
    Press Release dated September 19, 2007.
 [Signature page follows]
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PETROQUEST ENERGY, INC.Date:  September  24, 2007
    By:
    /s/ Michael O. AldridgeMichael O. AldridgeExecutive Vice President, Chief
Financial Officer and Treasurer 6




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Exhibit Index