##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Amendment No. 1
    to
 FORM 10-K/A
   (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTIONS 13 OR 15(d)  OF
    THE SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 001-32494
  BOIS dARC ENERGY,
    INC.
 (Exact name of registrant as
    specified in its charter)
   NEVADA

20-1268553(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S.  Employer
    Identification Number)   600 Travis Street,
    Suite 5200, Houston, TX 77002
 (Address of principal executive
    offices including zip code)
  (713) 228-0438 (Registrants
    telephone number and area code)
  Securities registered pursuant to
    Section 12(b) of the Act:
  Common Stock, $.01 Par Value

New York Stock Exchange(Title of class)

(Name of exchange on which
    registered)   Securities registered pursuant to
    Section 12(g) of the Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer
    o

Accelerated
    filer þ

Non-accelerated
    filer o(Do not check if a smaller
    reporting company)

Smaller reporting
    Company o   Rule 12b-2).  Yes o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
 None.




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##### Table of Contents





EXPLANATORY
    NOTE
  Form 10-K/A Form 10-K
  ITEM 10.
    Directors, Executive Officers and Corporate GovernanceITEM 11.
    Security Ownership of Certain Beneficial Owners and Management
    and Related Executive CompensationITEM 12.
    Stockholder MattersITEM 13.
    Certain Relationships and Related Transactions, and Director
    IndependenceITEM 14.
    Principal Accountant Fees and Services  Form 10-K/A Form 10-K/A,
  Form 10-K Form 10-K Form 10-K Form 10-K.
 1




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##### 



BOIS dARC ENERGY, INC.
  AMENDMENT No. 1
 to
  ANNUAL REPORT ON
    FORM 10-K
  For the Fiscal Year Ended December 31, 2007
  CONTENTS
   
 Item



PagePART III10.

Directors, Executive Officers and Corporate
    Governance


311.

Executive Compensation


612.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


1513.

Certain Relationships and Related Transactions,
    and Director Independence


1614.

Principal Accountant Fees and Services


17PART IV15.

Exhibits and Financial Statement Schedules


17Chief Executive Officer Certification Under Section 302Chief Financial Officer Certification Under Section 302   2




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Directors,
    Executive Officers and Other Management
    Name

Age

PositionM. Jay Allison


52


Chairman of the Board of DirectorsGary W. Blackie


59


Chief Executive Officer, President and DirectorRoland O. Burns


48


Senior Vice President, Chief Financial Officer, Secretary and
    DirectorGreg T. Martin


46


Chief Operating OfficerJohn L. Duvieilh


47


DirectorD. Michael Harris


61


DirectorWayne L. Laufer


62


DirectorDavid K. Lockett


53


DirectorCecil E. Martin, Jr.


66


DirectorDavid W. Sledge


51


Director     Jay Allison
  Gary Blackie geology/geophysics
  Roland Burns
 3




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Greg Martin
  Outside
    Directors
  John Duvieilh
  Michael Harris
  Wayne Laufer
  David Lockett
  Cecil Martin
  David Sledge Patterson-UTI
 4




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Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
    Stockholder
    Proposals
    The Audit
    Committee
    Regulation S-K
 5




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ITEM 11.
    EXECUTIVE
    COMPENSATION  Compensation
    Discussion and Analysis
  Overview
    and Objectives of Bois dArcs Executive Compensation
    Program
      
    Encouraging both short-term and long-term performance focus,
    promoting stockholder value through strategic business decisions
    and achievement of performance objectives;
    Providing compensation that is competitive with compensation in
    a broad group of companies that are similar in size to us and
    are in similar markets for executive talent;
    Providing incentive compensation intended to vary with our
    performance, while appropriately moderating the impact of the
    cyclical nature of our business; and
    Facilitating ownership of our common stock by our executive
    officers through stock-based incentives so that
    managements interests are closely aligned with those of
    stockholders in terms of both risk and reward.  Compensation
    Components
    Base
    Salary
   6




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Bonuses
      Stock-Based
    Awards
    Retirement
    of Wayne Laufer
   7




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Overriding
    Royalty Interest Incentive Plan
    Employment
    and Change of Control Agreements
      Other
    Benefits
    Limitation
    on Income Tax Deduction for Executive Compensation
   8




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Summary
    Compensation Table
    Salary ($):
  Bonus ($):
  Stock Awards ($): Form 10-K.
  Option Awards ($): Form 10-K.
  All Other Compensation ($): 401-K
  Name and







Stock

Option

All OtherPrincipal Position

Year

Salary

Bonus

Awards

Awards

Compensation(3)(4)(5)

TotalM. Jay
    Allison(1)


2007










$
680,000


$
454,751






$
1,134,750Chairman of the Board


2006










$
680,000


$
455,320






$
1,135,320Gary W.
    Blackie(2)


2007


$
380,000


$
250,000


$
680,000


$
454,751






$
1,764,750Chief Executive Officer


2006


$
360,000






$
680,000


$
455,320






$
1,495,320and PresidentWayne L.
    Laufer(2)


2007


$
346,667






$
1,725,151


$
1,156,390


$
50,000


$
3,278,208Retired Chief Executive


2006


$
360,000






$
680,000


$
455,320






$
1,495,320OfficerRoland O. Burns


2007










$
680,000


$
454,751






$
1,134,750Senior Vice President and


2006










$
680,000


$
455,320






$
1,135,320Chief Financial OfficerGreg T. Martin


2007


$
232,500


$
400,000


$
34,000


$
324,040


$
99,127


$
1,089,667Chief Operating Officer


2006


$
212,500


$
120,000


$
34,000


$
268,389


$
6,884


$
641,773  (1)
    Mr. Allisons only office with Bois dArc is as
    Chairman of the Board of Directors.(2)
    Mr. Laufer retired as our Chief Executive Officer effective
    November 30, 2007 and Mr. Blackie assumed the
    additional responsibilities of Chief Executive Officer upon
    Mr. Laufers retirement.(3)
    The value of all perquisites provided to each executive officer
    by us did not exceed $10,000 for 2007 and therefore no
    perquisites are included in this table.(4)
    This amount represents matching contributions under our 401(K)
    profit sharing plan and distributions from the Overriding
    Royalty Interest Incentive Plan. Payments under the Overriding
    Royalty Interest Incentive Plan totaled $92,377 and $5,634 in
    2007 and 2006, respectively, for Mr. Martin.(5)
    Includes payments to Mr. Laufer pursuant to the management
    consulting agreement executed upon his retirement in November
    2007. 9




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Grants of
    Plan-Based Awards in 2007
    Stock Option AwardsNumber of


Exercise orSecurities


Base Price of


Grant Date FairName and




Underlying


Stock Option


Value of StockPrincipal Position

Grant Date


Options(#)


Awards


Option
    Awards(1)M. Jay AllisonChairman of the Board














Gary W.
    Blackie(2)Chief Executive Officer and President














Wayne L. LauferRetired Chief Executive Officer














Roland O. BurnsSenior Vice President and Chief Financial Officer














Greg T. MartinChief Operating Officer


May 22, 2007



35,000


$
16.68


$
221,494  (1)
    Assumptions used to compute the grant date fair value of stock
    option awards appear in note 6 to our consolidated
    financial statements in our 2007 annual report filed on
    Form 10-K.  Outstanding
    Equity Awards at December 31, 2007
    Stock Option Awards


Stock AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


Underlying








Number of Shares


Market Value ofUnexercised


Unexercised


Option


Option


of Stock That


Shares of StockName and

Options -


Options -


Exercise


Expiration


Have Not


That Have NotPrincipal Position

Exercisable (#)


Unexercisable (#)


Price


Date


Vested (#)


Vested(2)M. Jay Allison


300,000
(3)


200,000
(3)

$
6.00



June 30, 2014



200,000
(7)

$
3,970,000Chairman of the BoardGary W.
    Blackie(1)


300,000
(3)


200,000
(3)

$
6.00



June 30, 2014



200,000
(7)

$
3,970,000Chief Executive Officer and PresidentWayne L.
    Laufer(1)


500,000






$
6.00



June 30, 2014







Retired Chief Executive OfficerRoland O. Burns


300,000
(3)


200,000
(3)

$
6.00



June 30, 2014



200,000
(7)

$
3,970,000Senior Vice President and Chief Financial OfficerGreg T. Martin


105,000
(3)


70,000
(3)

$
6.00



June 30, 2014



10,000
(7)

$
198,500Chief Operating Officer






35,000
(4)

$
15.55



June 30, 201535,000
(5)

$
16.47



July 1, 201635,000
(6)

$
16.68



July 1, 2017  (1)
    Mr. Laufer retired as our Chief Executive Officer effective
    November 30, 2007 and Mr. Blackie assumed the
    additional responsibilities of Chief Executive Officer upon
    Mr. Laufers retirement.(2)
    Market value based on the closing price for our common stock on
    the last trading day of 2007 of $19.85 per share.(3)
    These stock option grants vest 20% on each of July 16,
    2005, 2006, 2007, 2008 and 2009.(4)
    These stock option grants vest on July 1, 2010.(5)
    These stock option grants vest on July 1, 2011.(6)
    These stock option grants vest in July 2012.(7)
    One half of these stock grants vest on each of July 16,
    2008 and 2009. 10




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Option
    Exercises and Stock Vested in 2007
    Stock Option Awards


Stock AwardsNumber of Shares





Number ofName and

Acquired on


Value Realized


Shares Acquired


Value RealizedPrincipal Position

Exercise (#)


on Exercise


on Vesting (#)


on VestingM. Jay AllisonChairman of the Board










100,000


$
1,780,000Gary W.
    Blackie(1)Chief Executive Officer and President










100,000


$
1,780,000Wayne L.
    Laufer(1)(2)Retired Chief Executive Officer










300,000


$
5,700,000Roland O. BurnsSenior Vice President and Chief Financial Officer










100,000


$
1,780,000Greg T. MartinChief Operating Officer










5,000


$
89,000  (1)
    Mr. Laufer retired as our Chief Executive Officer effective
    November 30, 2007 and Mr. Blackie assumed the
    responsibilities of Chief Executive Officer upon
    Mr. Laufers retirement.(2)
    Includes accelerated vesting of stock grants concurrent with
    Mr. Laufers retirement in November 2007.  Potential
    Payments Upon Termination
  gross-up
  gross-up
   11




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Involuntary
    Termination Without Cause or Termination With Good
    Reason
  Name and







Continuation of


OtherPrincipal Position

Salary


Bonus


Health
    Benefits(4)


Payments(5)Gary W. BlackieChief Executive Officer and President

$
652,500
(1)

$
375,000
(1)

$
27,781


$
20,000Greg T. MartinChief Operating Officer

$
300,000
(2)

$
125,000
(3)

$
26,938


$
20,000  (1)
    Amount equal to 150% of annual base salary and fiscal year bonus.(2)
    Amount equal to 100% of annual base salary.(3)
    Amount equal to 50% of the fiscal year bonus.(4)
    Benefits amounts include the cost of continued medical and
    dental coverage to the executive, spouse and dependents at least
    equal to that had the executive not been terminated and assumes
    continued coverage for 12 to 18 months, per the separation
    agreements.(5)
    The costs actually incurred by each executive for outplacement
    services will vary. We believe that the amount shown in this
    column is a reasonable approximation of the potential costs of
    outplacement services.  Termination
    Following a Change in Control
  Continuation


Value of Unvested


Value of OptionName and

Salary





of Health


Restricted Stock


Awards Unvested


Other


Excise Tax andPrincipal Position

Continuation(1)


Bonus(2)


Benefits(3)


Awards(4)


and
    Accelerated(4)


Payments(5)


Gross-UpM. Jay AllisonChairman of the Board













$
3,970,000


$
2,770,000






$
514,294Gary W. BlackieChief Executive Officer and President

$
1,300,650


$
747,500


$
27,781


$
3,970,000


$
2,770,000


$
20,000


$
1,266,148Roland O. BurnsSenior Vice President and Chief Financial Officer













$
3,970,000


$
2,770,000






$
514,294Greg T. MartinChief Operating Officer

$
897,000


$
747,500


$
40,407


$
198,500


$
1,349,250


$
20,000


$
756,808  (1)
    Amount equal to 299% of annual base salary and fiscal year bonus.(2)
    Amount equal to 299% of highest bonus paid during
    employees tenure.(3)
    Benefits amounts include the cost of continued medical and
    dental coverage to the executive, spouse and dependents at least
    equal to that had the executive not been terminated and assumes
    continued coverage for 18 months.(4)
    The value of the restricted stock and stock options is based on
    our December 31, 2007 closing stock price of $19.85.(5)
    The costs actually incurred by each executive for outplacement
    services will vary. We believe that the amount shown in this
    column is a reasonable approximation of the potential costs of
    outplacement services. 12




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Director
    Compensation
    Fees Earned or


OptionName of Director

Paid in Cash


Awards(1)


TotalJohn L. Duvieilh

$
35,000


$
35,877


$
70,877D. Michael Harris

$
40,000


$
35,877


$
75,877David K. Lockett

$
40,000


$
35,877


$
75,877Cecil E. Martin

$
50,000


$
35,877


$
85,877David W. Sledge

$
35,000


$
35,877


$
70,877     (1)
    Amounts reported as compensation expense relate to stock option
    grants of 5,000 shares per director in 2006 with a grant
    date fair value of $7.92 per option share and 5,000 shares
    per director in 2007 with a grant date fair value of $6.33 per
    option share. Assumptions used to compute the grant date fair
    value of stock option awards appear in note 6 to our
    consolidated financial statements in our 2007 annual report
    filed on
    Form 10-K.      Number of


Stock Option AwardsSecurities


Exercise Price of


Grant Date FairUnderlying


Stock Option Awards


Value of StockName of Director

Grant Date


Options (#)


($/Share)


Option AwardsJohn L. Duvieilh


May 22, 2007



5,000


$
16.68


$
31,642D. Michael Harris


May 22, 2007



5,000


$
16.68


$
31,642David K. Lockett


May 22, 2007



5,000


$
16.68


$
31,642Cecil E. Martin


May 22, 2007



5,000


$
16.68


$
31,642David W. Sledge


May 22, 2007



5,000


$
16.68


$
31,642  13




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Compensation
    Committee Interlocks and Insider Participation
    Compensation
    Committee Report
    Form 10-K/A Form 10-K/A.
    
 14




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ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    Shares Beneficially OwnedName of Beneficial
    Owner(1)

Number(2)

PercentM. Jay Allison


800,100



1.2
%Chairman of the Board of DirectorsGary W. Blackie


5,383,670



8.1
%Chief Executive Officer, President and DirectorRoland O. Burns


801,000



1.2
%Senior Vice President, Chief Financial Officer, Secretary and
    DirectorJohn L. Duvieilh


64,980



*DirectorD. Michael Harris


42,376



*DirectorWayne L. Laufer


7,468,724



11.2
%DirectorDavid K. Lockett


19,600



*DirectorCecil E. Martin


15,750



*DirectorGreg T. Martin


80,200



*Chief Operating OfficerDavid W. Sledge


19,600



*DirectorAll Executive Officers and Directors as a Group (10 Persons)


14,696,000



22.0
%Comstock Resources, Inc.


33,883,711
(3)


50.5
%5300 Town and Country Blvd., Suite 500, Frisco, Texas 75034    *
    
    Indicates less than one percent.(1)
    
    Unless otherwise noted, the address
    of each beneficial owner is
    c/o Bois
    dArc Energy, Inc. 600 Travis Street, Suite 5200,
    Houston, Texas 77002.(2)
    
    Includes shares issuable pursuant
    to stock options which are presently exercisable or exercisable
    on or before June 19, 2008 in the following amounts:
    Mr. Allison  300,000 shares;
    Mr. Blackie  300,000 shares;
    Mr. Burns  300,000 shares;
    Mr. Duvieilh  15,000 shares;
    Mr. Harris  15,000 shares;
    Mr. Laufer  500,000 shares;
    Mr. Lockett  15,000 shares; Mr. Cecil
    Martin  15,000 shares; Mr. Greg
    Martin  45,200 shares;
    Mr. Sledge  15,000 shares; and all
    executive officers and directors 
    1,520,200 shares.(3)
    
    Represents shares held on
    December 31, 2007, based on Schedule 13G filing dated
    January 31, 2008, inclusive of shares subject to voting
    agreements and irrevocable proxies executed by members of the
    Comstock Resources, Inc. board of directors. 15




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ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Certain
    Relationships and Related Transactions
          Determinations
    of Director Independence
     16




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ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES      2006


2007Audit fees

$
690,000


$
645,000Audit related
    fees(1)


94,243



15,000Tax
    fees(2)


48,048



5,889All other fees






Total

$
832,291


$
665,889    (1)
    Audit related fees consist of fees for assurance and related
    services that are reasonably related to the performance of the
    audit or review of our financial statements.(2)
    Tax fees include fees for tax compliance, tax advice and tax
    planning. The Audit Committee does not believe these services
    have impacted Ernst & Young LLPs independence.  Audit
    Committees Pre-Approval Policy and Procedures
        ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES    Exhibit No.

Description31
.1*

Chief Executive Officer certification under Section 302 of
    the Sarbanes-Oxley Act of 2002.31
.2*

Chief Financial Officer certification under Section 302 of
    the Sarbanes-Oxley Act of 2002.    *
    
    Filed herewith. 17




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SIGNATURES
  Form 10-K/A
  BOIS dARC ENERGY, INC.
  By: /s/  GARY
    W. BLACKIE          /s/  M.
    JAY ALLISONM.
    Jay Allison

Chairman of the Board of Directors

April 29, 2008/s/  GARY
    W. BLACKIEGary
    W. Blackie

Chief Executive Officer, President and Director (Principal
    Executive Officer)

April 29, 2008/s/  ROLAND
    O. BURNSRoland
    O. Burns

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

April 29, 2008/s/  JOHN
    L. DUVIEILHJohn
    L. Duvieilh

Director

April 29, 2008/s/  D.
    MICHAEL HARRISD.
    Michael Harris

Director

April 29, 2008/s/  WAYNE
    L. LAUFERWayne
    L. Laufer

Director

April 29, 2008/s/  DAVID
    K. LOCKETTDavid
    K. Lockett

Director

April 29, 2008/s/  CECIL
    E. MARTIN, JR.Cecil
    E. Martin, JR.

Director

April 29, 2008/s/  DAVID
    W. SLEDGEDavid
    W. Sledge

Director

April 29, 2008  18