##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM S-8
 REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
 QUICKSILVER GAS SERVICES LP
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    56-2639586
(I.R.S. Employer
Identification No.)
 777 West Rosedale Street
Fort Worth, Texas 76104
(817) 665-5000
(Address of Principal Executive Offices)
 2007 Equity Plan  (Full Title of the Plan)
 John C. Cirone, Esq.
Senior Vice President and General Counsel
Quicksilver Gas Services GP LLC
777 West Rosedale Street
Fort Worth, Texas 76104
(Name and Address of Agent For Service)
(817) 665-5000
(Telephone Number, Including Area Code, of Agent For Service)
 Copy to:
 Mark E. Betzen, Esq.
Jones Day
2727 North Harwood Street
Dallas, Texas 75201
(214) 220-3939
 CALCULATION OF REGISTRATION FEE
 Proposed
    
    
    
    ProposedMaximum
    
    
    
    MaximumTitle of Each Class of
    
    
    Amount
    
    
    
    Offering
    
    
    
    Aggregate
    
    
    
    Amount ofSecurities to
    
    
    to be
    
    
    
    Price per
    
    
    
    Offering
    
    
    
    Registrationbe Registered
    
    
    Registered (1)
    
    
    
    Unit (2)
    
    
    
    Price (2)
    
    
    
    FeeCommon units representing limited partner interests
    
    
    
    750,000
    
    
    
    $
    21.28
    
    
    
    $
    15,960,000.00
    
    
    
    $
    490
 (1)
    
    Represents the maximum number of common units of the registrant issuable pursuant to our 2007 Equity
Plan. Pursuant to Rule 416 of the General Rules and Regulations under the Securities Act of 1933, there
are also registered hereunder such indeterminate number of additional shares as may become subject to
awards under our 2007 Equity Plan as a result of the antidilution provisions contained therein.(2)
    
    The registration fee with respect to these common units has been computed in accordance with paragraphs (c)
and (h) of Rule 457 of the General Rules and Regulations under the Securities Act of 1933, based upon the
average of the reported high and low sale prices per common unit on
NYSE Arca on August 9, 2007.




---



##### 



PART I
 INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
 Item 1. Plan Information.
  Item 2. Registrant Information and Employee Plan Annual Information.
  PART II
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 Item 3. Incorporation of Documents by Reference.
     Item 4. Description of Securities.
  Item 5. Interests of Named Experts and Counsel.
  Item 6. Indemnification of Directors and Officers.
  
    
    our general partner;
    
    any departing general partner;
    
    any person who is or was an affiliate of a general partner or any departing general partner;
 2




---



##### 




    
    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.
    Item 7. Exemption from Registration Claimed.
  3




---



##### 



Item 8. Exhibits.
 Exhibit 
Number
    
    Description4.1
    
    Certificate of Limited Partnership of Quicksilver Gas Services LP (filed as
Exhibit 3.1 to our Registration Statement on Form S-1, File No. 333-140599, filed
February 12, 2007 and included herein by reference).4.2
    
    First Amended and Restated Limited Partnership Agreement of Quicksilver Gas
Services LP (filed as Appendix A to our Registration Statement on Form S-1/A,
File No. 333-140599, filed July 25, 2007 and included herein by reference).4.3
    
    Certificate of Formation of Quicksilver Gas Services GP LLC (filed as Exhibit 3.3
to our Registration Statement on Form S-1, File No. 333-140599, filed February
12, 2007 and included herein by reference).4.4
    
    First Amended and Restated Limited Liability Company Agreement of Quicksilver Gas
Services GP LLC (filed as Exhibit 3.4 to our Registration Statement on Form
S-1/A, File No. 333-140599, filed July 25, 2007 and included herein by
reference).5.1
    
    Opinion of John C. Cirone.23.1
    
    Consent of Deloitte & Touche LLP.23.2
    
    Consent of Schlumberger Data and Consulting Services.23.3
    
    Consent of W.D. Von Gonten & Company.23.5
    
    Consent of John C. Cirone (included in Exhibit 5.1).24.1
    
    Power of Attorney (included in the signature page to this Registration Statement).99.1
    
    2007 Equity Plan.
 Item 9. Undertakings.
      Provided, however
 bona fide
 4




---



##### 



bona fide
  5




---



##### 



SIGNATURES
  QUICKSILVER GAS SERVICES LPBy:
    Quicksilver Gas Services GP LLC,its general partnerBy:
    /s/ Philip CookPhilip CookSenior Vice President  Chief Financial Officer   SIGNATURE
    
    TITLE
    
    DATE(of Quicksilver Gas Services GP LLC)/s/ Thomas F. Darden

Thomas F. Darden
    
    President, Chief Executive Officer
and Director
(Principal Executive Officer)
    
    August 10, 2007/s/ Glenn Darden
Glenn Darden
    
    Chairman of the Board
    
    August 10, 2007/s/ Philip Cook
Philip Cook
    
    Senior Vice President  Chief
Financial Officer and Director
(Principal Financial Officer)
    
    August 10, 2007/s/ D. Wayne Blair

D. Wayne Blair
    
    Vice President 
Chief Accounting Officer
(Principal Accounting Officer)
    
    August 10, 2007/s/ Alvin Bledsoe
Alvin Bledsoe
    
    Director
    
    August 10, 2007/s/ Paul J. Cook

Paul J. Cook
    
    Director
    
    August 10, 2007/s/ Philip D. Gettig

Philip D. Gettig
    
    Director
    
    August 10, 2007/s/ John W. Somerhalder II

John W. Somerhalder II
    
    Director
    
    August 10, 2007




---



##### 



EXHIBIT INDEX
 Exhibit 
Number
    
    Description4.1
    
    Certificate of Limited Partnership of Quicksilver Gas Services LP (filed as
Exhibit 3.1 to our Registration Statement on Form S-1, File No. 333-140599, filed
February 12, 2007 and included herein by reference).4.2
    
    First Amended and Restated Limited Partnership Agreement of Quicksilver Gas
Services LP (filed as Appendix A to our Registration Statement on Form S-1/A,
File No. 333-140599, filed July 25, 2007 and included herein by reference).4.3
    
    Certificate of Formation of Quicksilver Gas Services GP LLC (filed as Exhibit 3.3
to our Registration Statement on Form S-1, File No. 333-140599, filed February
12, 2007 and included herein by reference).4.4
    
    First Amended and Restated Limited Liability Company Agreement of Quicksilver Gas
Services GP LLC (filed as Exhibit 3.4 to our Registration Statement on Form
S-1/A, File No. 333-140599, filed July 25, 2007 and included herein by
reference).5.1
    
    Opinion of John C. Cirone.23.1
    
    Consent of Deloitte & Touche LLP.23.2
    
    Consent of Schlumberger Data and Consulting Services.23.3
    
    Consent of W.D. Von Gonten & Company.23.5
    
    Consent of John C. Cirone (included in Exhibit 5.1).24.1
    
    Power of Attorney (included in the signature page to this Registration Statement).99.1
    
    2007 Equity Plan.