##### Table of Contents





UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
  FORM 10-K
  x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   001-33631
  QUICKSILVER GAS SERVICES
    LP
   Delaware(State or other jurisdiction of
    incorporation or organization)

56-2639586(I.R.S. Employer
    Identification No.)777 West Rosedale St., Fort Worth, Texas(Address of principal executive offices)

76104(Zip Code)   817-665-8620
     Title of each class

Name of each exchange on which
    registeredCommon Units of Limited Partner Interests


NYSE Arca             Regulation S-K Form 10-K Form 10-K.  [  ]
  12b-2
  Large accelerated filer [  ]

Accelerated filer [X]

Non-accelerated filer [  ]

Smaller reporting company [  ](Do not check if a smaller reporting company)   Rule 12b-2
       DOCUMENTS
    INCORPORATED BY REFERENCE None




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DEFINITIONS
    Bbl Bbls
 Bbld
 Bcf
 Bcfd
 Bcfe
 Btu
 CERCLA
 DOT
 EBITDA
 EPA
 Exchange Act
 FASB
 FERC
 GAAP
 Gas Gathering and Processing Agreement
 IPO
 KGS Predecessor
 Lake Arlington Gas Gathering Agreement
 LIBOR
 Management
 MMBtu
 Mcf
 MMcf
 MMcfd
 MMcfe
 MMcfed
 NGL NGLs
 Oil
 Omnibus Agreement
 OSHA
 Quicksilver
 Quicksilver Counties
 Partnership Agreement
 SEC
 SFAS
 Tcfe
 2




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##### 



INDEX TO
    ANNUAL REPORT ON
    FORM 10-K
    For the Year Ended December 31, 2008
   
 PART IITEM 1.


Business


5ITEM 1A.


Risk Factors


13ITEM 1B.


Unresolved Staff Comments


19ITEM 2.


Properties


19ITEM 3.


Legal Proceedings


19ITEM 4.


Submission of Matters to a Vote of Security
    Holders


20PART IIITEM 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20ITEM 6.


Selected Financial Data


22ITEM 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


24ITEM 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


32ITEM 8.


Financial Statements and Supplementary Data


33ITEM 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


53ITEM 9A.


Controls and Procedures


53ITEM 9B.


Other Information


55PART IIIITEM 10.


Directors and Executive Officers and Corporate
    Governance


56ITEM 11.


Executive Compensation


59ITEM 12.


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


65ITEM 13.


Certain Relationships and Related Transactions
    and Director Independence


68ITEM 14.


Principal Accountant Fees and Services


73PART IVITEM 15.


Exhibits and Financial Statement Schedules


75Signatures


77EX-21.1EX-23.1EX-24.1EX-31.1EX-31.2EX-32.1     3




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EXPLANATORY
    NOTE
        FORWARD-LOOKING
    INFORMATION
    
    changes in general economic conditions;
    fluctuations in natural gas prices;
    failure or delays in Quicksilver and third parties achieving
    expected production from natural gas projects;
    competitive conditions in our industry;
    actions taken or non-performance by third parties, including
    suppliers, contractors, operators, processors, transporters and
    customers;
    changes in the availability and cost of capital;
    operating hazards, natural disasters, weather-related delays,
    casualty losses and other matters beyond our control;
    construction costs or capital expenditures exceeding estimated
    or budgeted amounts;
    the effects of existing and future laws and governmental
    regulations; and
    the effects of future litigation.   4




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PART I Item 1. Business  General
      Formation
    and Development of Business
    Initial Public Offering
    (1)
    distribute approximately $162.1 million (consisting of
    $112.1 million in cash and a $50.0 million convertible
    subordinated note payable) to Quicksilver and approximately
    $7.7 million in cash to private investors as a return of
    their investment capital and reimbursement for their advances
    for capital expenditures;(2)
    pay approximately $4.3 million of expenses associated with
    the IPO, the credit agreement and certain other formative
    transactions; and(3)
    make expenditures for general partnership purposes, including
    post-IPO capital expenditures.    
    Quicksilver affiliates contributed to KGS their 95% interest in
    Cowtown Gas Processing Partners L.P. and their 93% interest in
    Cowtown Pipeline Partners L.P.;
    Private investors contributed to KGS their 5% interests in
    Cowtown Gas Processing Partners L.P. and their 7% interests in
    Cowtown Pipeline Partners L.P.; 
    KGS issued 5,696,752 common units and 11,513,625 subordinated
    units to Quicksilver;
    KGS issued 816,873 common units to private investors; and
    KGS issued to our general partner -
    a 2% general partner interest, and-
    all of KGS incentive distribution rights, which entitle
    the general partner to increasing percentages of any KGS
    distributions in excess of $0.3450 per unit per quarter. 5




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PercentageOwnershipCommon unitholders:Public


27.1%Quicksilver


23.5%Subordinated unitholders:Quicksilver


47.5%Total limited partner interest


98.1%General Partner interest:Quicksilver


1.9%Total


100.0%     Our
    Relationship with Quicksilver
    Access to management expertise and
    insight.
  Large, long-lived reserve
    base.
  Substantial Fort Worth Basin acreage
    position.
  Proven track record.
  Active development program in the Fort Worth
    Basin.
  Business
    Strategies
    Organically growing our capacity to meet our
    customers gathering and processing needs.
  Attracting volumes from third parties to our
    facilities.
 6




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Minimizing commodity price exposure and
    maintaining a disciplined financial policy.
  Improving operating efficiency and increasing
    throughput while prudently managing our growth.
  Pursuing midstream acquisitions.
  Business
    Strengths
    Quicksilver has a significant equity ownership in
    us.
  Our relationship with Quicksilver reduces the
    uncertainty of financial returns associated with our capacity
    additions.
  Quicksilver is an active operator and growing
    producer in the Fort Worth Basin.
  Our assets are strategically located in the
    Fort Worth Basin to attract volumes from third parties.
 7




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We provide an integrated package of midstream
    services.
  We have the financial flexibility to pursue
    growth opportunities.
  We have an experienced, knowledgeable management
    team with a proven record of performance.
  Financial
    Information about Segment and Geographical Areas
    Properties
    - Our Assets and Operations
    
    The Cowtown System, which includes:  
    the Cowtown Pipeline, which consists of a pipeline gathering
    system and gas compression facilities in the southern portion of
    the Fort Worth Basin that gathers natural gas produced by
    KGS customers and delivers it for processing;
    the Cowtown Plant, in Hood County, Texas, which consists of a
    125 MMcfd natural gas processing unit and a 75 MMcfd
    natural gas processing unit which extract NGLs from the natural
    gas stream and deliver customers residue gas to
    unaffiliated pipelines for transport and sale
    downstream; and
    the Corvette Plant, in Hood County, Texas, which was placed in
    service during the first quarter 2009 and consists of a
    125 MMcfd natural gas processing unit that extracts NGLs
    from the natural gas stream and delivers KGS customers
    residue gas to unaffiliated pipelines for transport and sale
    downstream.  
    The Lake Arlington Dry System, located in Tarrant County, Texas,
    which consists of a pipeline gathering system and a gas
    compression facility, which we purchased from Quicksilver in the
    fourth quarter of 2008. This system is connected to unaffiliated
    pipelines for sale downstream.       8




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Overview
    of the Fort Worth Basin
    Marketing
    Competition
     9




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Safety
    and Maintenance Regulation
          Governmental
    Regulation
       10




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Environmental
    Matters
  General. non-compliance
    Hazardous Waste.
  Site Remediation.
 11




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Air Emissions. pre-approval
  Water Discharges. non-compliance
    Other Laws and Regulations. and/or
 12




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Massachusetts, et al v.
    EPA
  Employees
    Available
    Information and Corporate Governance Documents
  http://www.kgslp.com, Form 10-Q, Form 8-K,
  http://www.kgslp.com
  Item 1A.
    Risk
    Factors    We are dependent on a single natural gas producer,
    Quicksilver, for a majority of our volumes. The loss of this
    customer would result in a material decline in our volumes,
    revenues and cash available for distribution.
  10-year
   13




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We may not have sufficient available cash to enable us to
    make cash distributions to holders of our common units and
    subordinated units at the current distribution rate under our
    cash distribution policy.
    
    the fees we charge and the margins we realize for our services;
    the level of production of, and the price of natural gas, NGLs,
    and condensate;
    the volume of natural gas and NGLs we gather and process;
    the level of competition from other midstream energy companies;
    the level of our operating cost structure, and
    prevailing economic conditions.    
    the level of capital expenditures we make;
    our ability to make borrowings under our revolving credit
    agreement;
    the cost of acquisitions;
    our debt service requirements;
    fluctuations in our working capital needs;
    our ability to access capital markets;
    compliance with 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.
      Estimates of oil and gas reserves depend on many
    assumptions that may be inaccurate and any material inaccuracies
    could materially reduce the production that we gather and
    process and consequently could adversely affect our financial
    performance and our ability to make cash distributions.
    
    historical production from the area compared with production
    from other comparable producing areas;
    the assumed effects of regulations by governmental agencies; 14




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
    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. Any
    decrease in supplies of natural gas could result in a material
    decline in the volumes we gather and process.
      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.
   15




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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;
    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 matters;
    unforeseen difficulties operating in new product areas, with new
    customers, or new geographic areas; and
    customer or key employee losses at the acquired businesses.  We depend on our midstream assets to generate our
    revenues, and if the utilization of these assets were reduced
    significantly, there could be a material adverse effect on our
    revenues, earnings, and ability to make distributions to our
    unitholders.
    
    operational problems, labor difficulties or environmental
    proceedings or other litigation that compel curtailing of all or
    a portion of the operations;
    catastrophic events at our facilities or at downstream
    facilities owned by others;
    an inability to obtain sufficient quantities of natural
    gas; or
    prolonged reductions in exploration or production activity by
    producers in the areas in which we operate.      Pipelines and facilities interconnected to our natural gas
    and NGL pipelines and facilities could become unavailable to
    transport natural gas and NGLs, and our revenues and cash
    available for distribution could be adversely affected.
 16




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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.
  pro-competitive FERC-regulated
  complaint-based
  We are subject to environmental laws and regulations that
    may expose us to significant costs and liabilities.
    non-compliance,
 17




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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;
    maintain processes for data collection, integration and analysis;
    repair and remediate pipelines as necessary; and
    implement preventive and mitigating actions.    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.
    We do not own all of the land on which our pipelines and
    facilities are located, which could disrupt our
    operations.
    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 natural disasters and acts of
    terrorism;
    inadvertent damage from construction, farm and utility equipment;
    leaks or losses of natural gas or NGLs as a result of the
    malfunction of equipment or facilities; 18




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
    fires and explosions; and
    other hazards that could also result in personal injury, loss of
    life, pollution or suspension of operations.      Restrictions in our revolving credit agreement limit our
    ability to make distributions to unitholders and may limit our
    ability to capitalize on acquisitions and other business
    opportunities.
    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.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings   19




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Item 4.
    Submission
    of Matters to a Vote of Security Holders    PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchase of Equity Securities  Market
    Information
    DistributionsPer CommonQuarter Ended

High


Low


Unit


Record Date

Payment DateSeptember 30, 2007

$
24.98


$
20.17


$
0.1675
(1)

Oct. 31, 2007

Nov. 14, 2007December 31, 2007

$
25.02


$
23.15


$
0.300


Jan. 31, 2008

Feb. 14, 2008March 31, 2008

$
25.75


$
22.15


$
0.315


Apr. 30, 2008

May 15, 2008June 30, 2008

$
25.90


$
23.50


$
0.350


July 31, 2008

Aug. 14, 2008September 30, 2008

$
23.13


$
17.25


$
0.350


Oct. 31, 2008

Nov. 14, 2008December 31, 2008

$
18.60


$
5.59


$
0.370
(2)

Feb. 3, 2009

Feb. 13, 2009     (1)

    
    Represents a pro rata portion of a $0.30 quarterly distribution
    from the date of the closing of our IPO paid on all units to
    holders of record as of the close of business on
    October 31, 2007(2)

    
    The 4th

    quarter 2008 distribution will be reflected as 2009 activity,
    since distributions are recorded when paid      Cash
    Distribution Policy
   20




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Performance
    Graph
    Comparison
    of Cumulative Total Return
  
 21




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Item 6.
    Selected
    Financial Data    Period fromJanuary 21,2004 toYear Ended December 31,


December 31,2008


2007


2006


2005


2004Operating Results Data:(in thousands, except per unit and volume data)Total revenues

$
78,058


$
35,941


$
13,918



4,868


$
36Expenses:Total operating expenses


41,223



22,961



11,375



3,315



33Operating income


36,835



12,980



2,543



1,553



3Income before income taxes


26,669



8,569



2,556



1,553



3Net income


26,416



8,256



2,421



1,553



3Diluted earnings per unit

$
0.96


$
0.20



n/a



n/a



n/aCash distributions per unit

$
1.3850
(1)

$
0.4675
(1)


n/a



n/a



n/aNet cash provided by (used in):Operating activities

$
52,683


$
14,949


$
6,445


$
2,304


$
29Investing activities


(148,079
)


(73,797
)


(78,360
)


(43,707
)


(6,020
)Financing activities


94,574



57,176



74,712



41,403



5,991Volumes gathered (MMcf)


75,701



34,995



14,263



3,561



103Volumes processed (MMcf)


56,225



30,802



13,496



3,561



103Adjusted gross
    margin(2)(4)

$
51,401


$
21,050


$
5,506


$
2,167


$
11EBITDA(3)(5)


51,412



21,286



5,519



2,167



11Financial Condition Information:Property, plant and equipment, net

$
488,120


$
273,948


$
130,791


$
53,783


$
6,603Total assets


493,015



278,410



134,623



53,783



6,603Long-term debt


174,900



5,000



-



-



-Other long-term
    obligations (6)


180,803



135,613



503



29



-Net equity


105,703



110,200



118,652



48,949



5,993    (1)

    
    2008 reported amount includes a $0.37 distribution for the
    fourth quarter of 2008 on all common units to holders of record
    as of the close of business on February 3, 2009. 2007
    reported amount includes a $0.30 distribution for the fourth
    quarter of 2007 on all common units to holders of record as of
    the close of business on January 31, 2008.(2)

    
    Defined as total revenues less operations and maintenance
    expense and general and administrative expense. For additional
    information regarding Adjusted Gross Margin, including a
    reconciliation of Adjusted Gross Margin to Net Income as
    determined in accordance with GAAP, see Results of
    Operations in Item 7 of this annual report.(3)

    
    Defined as net income plus income tax provision, interest
    expense, and depreciation and amortization expense. For
    additional information regarding EBITDA, including a
    reconciliation of EBITDA to Net Income as determined in
    accordance with GAAP, see Results of Operations in
    Item 7 of this annual report. 22




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(4)

    
    For 2005, gross margin and EBITDA of $2.2 million less
    $0.6 million in depreciation and amortization expense
    equals reported net income of $1.6 million.(5)

    
    For 2004, gross margin and EBITDA of $11,000 less $8,000 in
    depreciation and amortization expense equals reported net income
    of $3,000.(6)

    
    Other long-term obligations include the following: Note payable
    to Quicksilver, Repurchase obligations to Quicksilver and Asset
    retirement obligations. 23




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ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following is a discussion of our historical consolidated
    financial condition and results of operations that is intended
    to help the reader understand our business, results of
    operations and financial condition. It should be read in
    conjunction with other sections of this annual report, including
    our historical consolidated financial statements and
    accompanying notes thereto included in Item 8.
  This MD&A includes the following sections:
  
    Overview
    Results of Operations
    Liquidity and Capital Resources
    Critical Accounting Estimates  OVERVIEW
        Volume
  
    the level of successful drilling and production activity in
    areas where our systems are located;
    our ability to compete with other midstream companies for
    production volumes; and
    our pursuit of new opportunities where a limited number of
    midstream companies conduct business.    Adjusted Gross Margin
  Operating Expenses
 24




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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 industry without regard to financing
    methods, capital structure or historical cost basis; and
    the viability of acquisitions and capital expenditure projects
    and the rates of return on investment opportunities.  Items Impacting
    Comparability of Our Financial Results
    
    Quicksilvers Barnett Shale operations began in 2004 and
    have grown significantly from these initial levels;
    as we expanded our systems capacity we have incurred
    expenses that we do not expect to recur;
    expenses are largely independent of throughput volumes and are
    more directly related to our facilities capacity; and
    revenues are highly dependent on producers ability to
    develop reserves and to connect producing wells to our system. 25




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RESULTS
    OF OPERATIONS
    Year Ended December 31,2008


2007


2006(In thousands, except volume data)Total revenues

$
78,058


$
35,941


$
13,918Operations and maintenance expense


20,250



11,512



7,475General and administrative expense


6,407



3,379



937Adjusted gross margin


51,401



21,050



5,506Other income


11



236



13EBITDA


51,412



21,286



5,519Depreciation and accretion expense


14,566



8,070



2,963Interest expense


10,177



4,647



-Income tax provision


253



313



135Net income

$
26,416


$
8,256


$
2,421Volume Data:Volumes gathered (MMcf)


75,701



34,995



14,263Volumes processed (MMcf)


56,225



30,802



13,496     Gathering


Processing2008


2007


2006


2008


2007


2006(MMcf)Cowtown System


57,550



32,673



14,263



56,225



30,802



13,496Lake Arlington Dry System


13,067



1,611



-



-



-



-Hill County Dry System


5,084



711



-



-



-



-Total


75,701



34,995



14,263



56,225



30,802



13,496     Gathering


Processing


Other


Total(In thousands)Revenue for the year ended December 31, 2006

$
6,513


$
7,405


$
-


$
13,918Volume changes


9,990



10,425



-



20,415Price changes


359



724



525



1,608Revenue for the year ended December 31, 2007

$
16,862


$
18,554


$
525


$
35,941Volume changes


22,409



16,045



-



38,454Price changes


2,402



886



375



3,663Revenue for the year ended December 31, 2008

$
41,673


$
35,485


$
900


$
78,058   2008
    Compared with 2007
  Total Revenues Volumes 
 26




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Operations and Maintenance Expense 
  General and Administrative Expense 
  Adjusted Gross Margin EBITDA 
  Depreciation and Accretion Expense 
  Interest Expense
    Year Ended December 31,2008


2007(In thousands)Interest cost:Repurchase obligation

$
6,023


$
2,625Subordinated note to Quicksilver


2,802



1,669Revolving credit facility


3,158



353Total cost


11,983



4,647Less interest capitalized


1,806



-Interest expense

$
10,177


$
4,647   2007
    Compared with 2006
  Total Revenues Volumes 
  Operations and Maintenance Expense 
 27




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General and Administrative Expense 
  Adjusted Gross Margin EBITDA 
  Depreciation and Accretion Expense 
  Interest Expense
  LIQUIDITY
    AND CAPITAL RESOURCES
      
    cash generated from operations;
    borrowings under our revolving credit agreement; and
    future debt and equity offerings.      Cash
    Flows
  2008
    Cash Flows Compared to 2007
  Cash Flows Provided by Operating Activities 
  Cash Flows Used in Investing Activities 
 28




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Cash Flows Provided by Financing Activities 
  2007
    Cash Flows Compared to 2006
  Cash Flows Provided by Operating Activities 
  Cash Flows Used in Investing Activities 
  Cash Flows Provided by Financing Activities 
  Capital
    Expenditures
    
    expansion capital expenditures, which are made to construct
    additional assets, expand and upgrade existing systems,
    including compression, and facilities or acquire additional
    assets; 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.       29




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##### Table of Contents



Revolving
    Credit Facility and Subordinated Note
    Repurchase
    Obligations to Quicksilver
    Total
    Contractual Cash Obligations
    Payments Due by PeriodContractual
    Obligations

Total


2009


2010


2011


2012


2013


Thereafter(in millions)Long-Term
    Debt (1)

$
228.5


$
1.4


$
1.1


$
1.1


$
176.0


$
48.9


$
-Contractual
    Obligations (2)

$
13.8


$
13.8


$
-


$
-


$
-


$
-


$
-Repurchase
    Obligations (3)

$
123.3


$
-


$
-


$
123.3


$
-


$
-


$
-Asset Retirement
    Obligations (4)

$
5.2


$
-


$
-


$
-


$
-


$
-


$
5.2Total contractual obligations

$
370.8


$
15.2


$
1.1


$
124.4


$
176.0


$
48.9


$
5.2   (1)

    
    As of December 31, 2008, we had $174.9 million
    outstanding under our revolving credit agreement and a
    $53.6 million subordinated note payable to Quicksilver.
    Based on our debt outstanding and interest rates in effect at
    December 31, 2008, we anticipate interest payments to be
    approximately $7.5 million in 2009. For each additional
    $10.0 million in borrowings, annual interest payments will
    increase by approximately $0.3 million. If the committed
    amount under our revolving credit agreement were to be fully
    utilized by year-end 2009 at interest rates in effect at
    December 31, 2008, we estimate that interest payments would
    increase by approximately $1.7 million. If interest rates
    on our December 31, 2008 variable debt balance of
    $228.5 million increase or decrease by one percentage
    point, our annual income will decrease or increase by
    $2.3 million.(2)

    
    These amounts include agreements for which we have signed
    contracts to construct natural gas processing and compression
    facilities in various locations. See Note 8 in
    Item 8. Financial Statements and Supplementary
    Data of this annual report for more information regarding
    Commitments and Contingent Liabilities.(3)

    
    We are obligated to purchase the Hill County Dry System from
    Quicksilver at its fair market value in or before 2011 based
    upon the expected timing of its commerciality. The Repurchase
    Obligations to Quicksilver balance of $123.3 million
    includes $67.0 million related to Cowtown Pipeline Assets
    that we have the option to purchase. We expect to complete the
    repurchase of these assets in or before 2011 based upon the
    expected timing of their commerciality. The estimated remaining
    cost to complete the construction of the assets subject to the
    repurchase obligation is approximately 30




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##### Table of Contents



$24.0 million. Based on our interest rates in effect at
    December 31, 2008, we anticipate non-cash interest expense
    to be approximately $5.5 million in 2009.(4)

    
    For more information regarding our Asset Retirement Obligations,
    see Note 7 to our consolidated financial statements,
    included in Item 8. Financial Statements and Supplementary
    Data of this annual report.  CRITICAL
    ACCOUNTING ESTIMATES
    Use of
    Estimates
    Depreciation
    Expense and Cost Capitalization Policies
      Repurchase
    Obligations to Quicksilver
    Asset
    Retirement Obligations
  right-of-way long-lived
 31




---



##### Table of Contents



straight-line
  Stock
    Based Compensation
  equity-based share-based
  OFF-BALANCE
    SHEET ARRANGEMENTS
  off-balance
  Recently
    Issued Accounting Pronouncements
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Credit
    Risk
  non-diversified
  Interest
    Rate Risk
     32




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  QUICKSILVER
    GAS SERVICES LP
    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
   
 PageReport of Independent Registered Public
    Accounting Firm


34Consolidated Statements of Income for the Years
    Ended December 31, 2008, 2007 and 2006


35Consolidated Balance Sheets as of
    December 31, 2008 and 2007


36Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2007 and 2006


37Consolidated Statements of Changes in
    Partners Capital for the Years ended December 31,
    2008, 2007 and 2006


38Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2008, 2007 and 2006


39   33




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  /s/ DELOITTE & TOUCHE LLP
    34




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LPCONSOLIDATED STATEMENTS OF INCOME
    In thousands, except for per unit data
  Year Ended December 31,2008


2007


2006RevenuesGathering and transportation revenue - Quicksilver

$
36,061


$
15,089


$
6,460Gathering and transportation revenue


5,612



1,773



53Gas processing revenue - Quicksilver


30,127



16,564



7,342Gas processing revenue


5,358



1,990



63Other revenue - Quicksilver


900



525



-Total revenues


78,058



35,941



13,918ExpensesOperations and maintenance - Quicksilver


20,250



11,512



7,475General and administrative - Quicksilver


6,407



3,379



937Depreciation and accretion


14,566



8,070



2,963Total expenses


41,223



22,961



11,375Operating income


36,835



12,980



2,543Other income


11



236



13Interest expense


10,177



4,647



-Income before income taxes


26,669



8,569



2,556Income tax provision


253



313



135Net income

$
26,416


$
8,256


$
2,421Net income attributable to the period from beginning of period
    to August 9, 2007





$
3,444Net income attributable to the period from August 10, 2007
    to December 31, 2007






4,812Net income





$
8,256General partner interest in net income
    (1)

$
652


$
93Common and subordinated unitholders interest in net income
    (1)

$
25,764


$
4,719Earnings per common and subordinated unit:
    (1)Basic

$
1.08


$
0.20Diluted

$
0.96


$
0.20Weighted average number of common and subordinated units
    outstanding:
    (1)Basic


23,783



23,777Diluted


29,583



23,787   (1)

    
    Amounts for 2007 represent the post-IPO period from
    August 10, 2007 to December 31, 2007   35




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LPCONSOLIDATED BALANCE SHEETS
    In thousands, except for per unit data
  December 31,


December 31,2008


2007ASSETSCurrent assetsCash and cash equivalents

$
303


$
1,125Accounts receivable


2,082



882Accounts receivable from Quicksilver


-



800Prepaid expenses and other current assets


594



690Total current assets


2,979



3,497Properties, plant and equipment, net


488,120



273,948Other assets


1,916



965$
493,015


$
278,410LIABILITIES AND PARTNERS CAPITALCurrent liabilitiesCurrent maturities of debt

$
1,375


$
1,100Accounts payable to Quicksilver


10,502



-Accrued additions to property, plant and equipment


17,433



23,624Accounts payable and other


1,930



2,700Total current liabilities


31,240



27,424Long-term debt


174,900



5,000Note payable to Quicksilver


52,271



50,569Repurchase obligations to Quicksilver


123,298



82,251Asset retirement obligations


5,234



2,793Deferred income tax liability


369



173Commitments and contingent liabilities (Note 8)Partners capitalCommon unitholders (12,269,714 and 12,263,625 units issued
    and outstanding at December 31, 2008 and 2007, respectively)


108,014



109,830Subordinated unitholders (11,513,625 units issued and
    outstanding at December 31, 2008 and 2007)


(2,322
)


356General partner


11



14Total partners capital


105,703



110,200$
493,015


$
278,410    36




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LPCONSOLIDATED STATEMENTS OF CASH FLOWS
    In thousands
  Year Ended December 31,2008


2007


2006Operating activities:Net income

$
26,416


$
8,256


$
2,421Items included in net income not affecting cash:Depreciation


14,382



7,987



2,942Accretion of asset retirement obligation


184



83



21Deferred income taxes


196



38



135Equity-based compensation


1,017



130



-Amortization of debt issuance costs


243



88



-Non-cash interest expense


8,825



4,294



-Changes in assets and liabilities:Accounts receivable


(1,200
)


(815
)


(66
)Prepaid expenses and other assets


(612
)


(543
)


(146
)Accounts receivable from Quicksilver


4,002



(5,975
)


-Accounts payable and other


(770
)


1,406



1,138Net cash provided by operating activities


52,683



14,949



6,445Investing activities:Capital expenditures


(148,079
)


(73,797
)


(77,539
)Other


-



-



(821
)Net cash used in investing activities


(148,079
)


(73,797
)


(78,360
)Financing activities:Proceeds from sale of assets to Quicksilver


-



29,508



-Proceeds from revolving credit facility borrowings


169,900



5,000



-Debt issuance costs


(486
)


(1,041
)


-Repayment of repurchase obligation to Quicksilver


(42,085
)


-



-Repayment of subordinated note payable to Quicksilver


(825
)


-



-Net proceeds from issuance of equity units


-



112,298



-Issuance costs of equity units paid


-



(2,933
)


-Distribution of offering proceeds to partners


-



(119,806
)


-Contributions by Quicksilver


-



38,045



67,421Contributions by other partners


-



167



7,291Distributions to unitholders


(31,930
)


(4,062
)


-Net cash provided by financing activities


94,574



57,176



74,712Net increase (decrease) in cash


(822
)


(1,672
)


2,797Cash at beginning of period


1,125



2,797



-Cash at end of period

$
303


$
1,125


$
2,797Cash paid for interest

$
2,341



-



-Cash paid for income taxes

$
332



-



-Non-cash transactions:Working capital related to capital expenditures

$
31,920


$
30,809


$
6,608Debt issuance costs


-



(12
)


-Cost in connection with the initial public offering


-



(275
)


-Issuance of subordinated note payable to Quicksilver


-



50,000



-Acquisition of property, plant and equipment under repurchase
    obligation

$
(77,108
)

$
(50,118
)

$
-    37




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LPCONSOLIDATED STATEMENTS OF CHANGES IN
    PARTNERS CAPITAL
    In thousands
  Net





Partners CapitalParent


Redeemable


Limited Partners


GeneralEquity


Partners Capital


Common


Subordinated


Partner


TotalBalance at January 1, 2006

$
48,949


$
-


$
-


$
-


$
-


$
48,949Contributions


71,930



7,291



-



-



-



79,221Distributions


(4,508
)


-



-



-



-



(4,508
)Net income


2,281



140



-



-



-



2,421Balance at December 31, 2006


118,652



7,431



-



-



-



126,083Net income attributable to the period from January 1, 2007
    through August 9, 2007


3,119



326



-



-



-



3,445Contributions


38,045



167



-



-



-



38,212Initial public offering, net of offering and other costs


-



-



109,090



-



-



109,090Distribution of initial public offering proceeds


(112,112
)


(7,694
)


-



-



-



(119,806
)Distribution of subordinated note payable to Quicksilver


(50,000
)


-



-



-



-



(50,000
)Reclass Quicksilvers equity balance to receivable from
    Quicksilver


2,296



-



-



-



-



2,296Reclass redeemable partners capital


-



(230
)


230



-



-



-Distributions paid to partners


-



-



(2,054
)


(1,929
)


(79
)


(4,062
)Equity-based compensation expense recognized


-



-



130



-



-



130Net income attributable to the period from August 10, 2007
    through December 31, 2007


-



-



2,434



2,285



93



4,812Balance at December 31, 2007


-



-



109,830



356



14



110,200Equity-based compensation expense recognized










1,017



-



-



1,017Distributions paid to partners










(16,135
)


(15,140
)


(655
)


(31,930
)Net income










13,302



12,462



652



26,416Balance at December 31, 2008

$
-


$
-


$
108,014


$
(2,322
)

$
11


$
105,703    38




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##### Table of Contents



QUICKSILVER
    GAS SERVICES LP
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  1.
    ORGANIZATION
    AND DESCRIPTION OF BUSINESS  Organization
      PercentageOwnershipCommon unitholders:Public


27.1%Quicksilver


23.5%Subordinated unitholders:Quicksilver


47.5%Total limited partner interest


98.1%General Partner interest:Quicksilver


1.9%Total


100.0%     Description of Business
    
    The Cowtown System, which includes:  -
    the Cowtown Pipeline, which consists of a pipeline gathering
    system and gas compression facilities in the southern portion of
    the Fort Worth Basin and gathers natural gas produced by
    KGS customers and delivers it for processing; 39




---



##### Table of Contents



-
    the Cowtown Plant, in Hood County, Texas, which consists of two
    natural gas processing units that extract NGLs from the natural
    gas stream and deliver customers residue gas to
    unaffiliated pipelines for transport and sale
    downstream; and-
    the Corvette Plant in Hood County, Texas, which was placed in
    service during the first quarter 2009, and consists of a natural
    gas processing unit that extracts NGLs from the natural gas
    stream and delivers KGS customers residue gas to
    unaffiliated pipelines for transport and sale downstream.  
    The Lake Arlington Dry System, located in Tarrant County, Texas,
    which consists of a gathering system and a gas compression
    facility, which KGS purchased from Quicksilver in the fourth
    quarter of 2008. This system is connected to affiliated
    pipelines for transport and sale downstream.    2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation
  Use of Estimates 
  Cash and Cash Equivalents
  Accounts receivable
  Property, Plant and Equipment
    Asset Retirement Obligations 
 40




---



##### Table of Contents



Repurchase Obligations to Quicksilver 
 
    a portion of the gathering lines in the Cowtown Pipeline;
    the Lake Arlington Dry System; and
    the Hill County Dry System.    Cowtown Pipeline repurchase
  Lake Arlington Dry System repurchase
  Hill County Dry System repurchase
    Estimate of


ConstructionConstruction


Costs Recognized


RepurchaseCosts as of


through


obligation atJune 5, 2007


December 31,


December 31,


December 31,Sales Price


2008(1)


2008


2008


KGS RepurchaseCowtown Pipeline

$
22.9


$
62.6


$
67.0


$
67.0


Optional at CostLake Arlington Dry System


3.6



-
(2)


42.1


$
-


Repurchased at FV in 2008Hill County Dry System


3.0



78.0



56.3


$
56.3


Obligatory at FV$
29.5


$
140.6


$
165.4


$
123.3   (1)

    
    Estimates may change based on changes in producers
    drilling progress, material and labor costs, easement costs and
    other factors(2)

    
    Excludes any estimated costs after completion of purchase    Impairment of Long-Lived Assets
 41




---



##### Table of Contents



Other Assets
  Environmental Liabilities
  Redeemable Partners Capital
  Revenue Recognition
  
    persuasive evidence of an exchange arrangement exists;
    services have been rendered;
    the price for its services is fixed or determinable; and
    collectability is reasonably assured.  Income Taxes
  Earnings per Limited Partner Unit
  Segment Information
  Fair Value of Financial Instruments 
  Equity Based Compensation 
 42




---



##### Table of Contents



Recently
    Issued Accounting Standards
    Pronouncements
    Implemented
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities  Including an amendment of FASB Statement
    No. 115
  No. 39-1, Amendment of FASB Interpretation No. 39 Accounting for
    Derivative Instruments and Hedging Activities No. 39-1
  The
    Hierarchy of Generally Accepted Accounting Principles
    Pronouncements
    Not Yet Implemented
  Business
    Combinations Business Combinations
  Noncontrolling Interests in
    Consolidated Financial Statements  an amendment of
    ARB No. 51
 43




---



##### Table of Contents



Disclosures about
    Derivative Instruments and Hedging Activities, risk-related
  No. 07-4, Application of the Two - Class Method under FASB
    Statement No. 128, Earnings per Share, to Master Limited
    Partnerships (EITF 07-4), EITF 07-4 two-class Earnings per
    Share No. 07-4
  14-1, Accounting for Convertible Debt Instruments That May Be
    Settled in Cash upon Conversion (Including Partial Cash
    Settlement) 14-1), 14-1
  3.
    NET
    INCOME PER COMMON AND SUBORDINATED UNIT  anti-dilutive
  Years Ended December 31,2008


2007(1)(In thousands, except per unit data)Common and subordinated unitholders interest in net income


$     25,764



$     4,719Impact of interest on convertible debt


2,748



-Income available assuming conversion of convertible debt


$     28,512



$     4,719Weighted average common and subordinated units - basic


23,783



23,777Effect of restricted phantom units


141



10Effect of convertible
    debt(2)


5,659



-Weighted average common and subordinated units - diluted


29,583



23,787Earnings per common and subordinated unit:Basic


$1.08



$0.20Diluted


$0.96



$0.20   (1)

    
    Amounts for 2007 represent the period from August 10, 2007
    to December 31, 2007(2)

    
    Assumes that convertible debt is converted using the
    December 31, 2008 closing price of $9.48 per unit 44




---



##### Table of Contents



4. PROPERTY,
    PLANT AND EQUIPMENT
    December 31,Depreciable Life


2008


2007(in thousands)Gathering and transportation systems


20 years


$
179,594


$
106,478Processing plants


20-25 years



157,353



117,571Construction in progress - plant






106,563



12,636Construction in progress - pipeline






27,994



20,046Rights-of-way and easements


20 years



39,473



26,905Land






1,239



952Buildings and other


20-40 years



1,836



910514,052



285,498Accumulated Depreciation






(25,932
)


(11,550
)Net property, plant and equipment





$
488,120


$
273,948     5.
    ACCOUNTS
    PAYABLE AND OTHER    December 31,2008


2007(in thousands)Accrued operating expenses

$
957


$
882Accrued property taxes


-



895State income taxes


-



276Equity compensation payable


116



275Interest payable


734



147Other


123



225$
1,930


$
2,700   6.
    LONG-TERM
    DEBT    Payments Due by PeriodLong-Term Debt

Total


2009


2010-2012


2013-2014


Thereafter(in millions)Credit Agreement

$
174.9


$
-


$
174.9


$
-


$
-Subordinated Note to Quicksilver


53.6



1.4



3.3



48.9



-Total long-term debt

$
228.5


$
1.4


$
178.2


$
48.9


$
-   Credit Agreement
 45




---



##### Table of Contents



Quarters Ended


Maximum Debt to EBITDA


Minimum EBITDA to InterestDecember 31, 2008 and thereafter


4.50 to 1


2.50 to 1     Subordinated Note
      
    an event of default under the revolving credit agreement;
    the existence of a pending judicial proceeding with respect to
    any event of default under the revolving credit
    agreement; or
    our ratio of total indebtedness (which includes the
    $50.0 million Subordinated Note) to EBITDA as of the end of
    the fiscal quarter immediately preceding the date of such
    payment was equal to or greater than 3.5 or would be greater
    than 3.5 after consideration of such payment.   46




---



##### Table of Contents



7.
    ASSET
    RETIREMENT OBLIGATIONS    Year Ended December 31,2008


2007(in thousands)Beginning asset retirement obligations

$
2,793


$
503Additional liability incurred


2,257



2,207Accretion expense


184



83Ending asset retirement obligations

$
5,234


$
2,793     8.
    COMMITMENTS
    AND CONTINGENT LIABILITIES  Litigation
  Casualties or Other Risks
      Regulatory Compliance
  Environmental Compliance
  Commitments
 47




---



##### Table of Contents



Payments Due by PeriodContractual
    Obligations

Total

2009

2010-2012

2013-2014

Thereafter(in millions)Construction commitments

$
13.8


$
13.8


$
-


$
-


$
-Total contractual obligations

$
13.8


$
13.8


$
-


$
-


$
-   9.
    INCOME
    TAXES        10.
    EQUITY
    PLAN    Payable in cash


Payable in unitsWeighted





WeightedAverage Grant





Average GrantDate Fair





Date FairUnits


Value


Units


ValueUnvested phantom units - January 1, 2008


84,961


$
21.36



9,833


$
21.36Vested


(28,247
)


21.43



(6,089
)


21.36Issued


6,605



24.12



137,148



25.25Cancelled


(3,000
)


21.36



(974
)


25.25Unvested phantom units - December 31, 2008


60,319


$
21.63



139,918


$
25.15      48




---



##### Table of Contents



11.
    TRANSACTIONS
    WITH RELATED PARTIES    Omnibus Agreement
  
    restrictions on Quicksilvers ability to engage in
    midstream business activities in Quicksilver Counties;
    Quicksilvers construction of the Lake Arlington Dry System
    and the Hill County Dry System and KGS obligations to
    purchase those assets from Quicksilver at their fair market
    value;
    KGS obligation to reimburse Quicksilver for all general
    and administrative expenses incurred by Quicksilver on behalf of
    KGS;
    KGS obligation to reimburse Quicksilver for all insurance
    coverage expenses it incurs or payments it makes with respect to
    KGS assets; and
    Quicksilvers obligation to indemnify KGS for certain
    liabilities and KGS obligation to indemnify Quicksilver
    for certain liabilities.  Secondment Agreement
  Gas Gathering and Processing Agreement
       49




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##### Table of Contents



Contribution, Conveyance and Assumption
    Agreement
  
    the transfer of all of the interests of certain entities to KGS
    and its subsidiaries;
    the issuance of the incentive distribution rights to the general
    partner and the continuation of its 2% general partner interest
    in KGS;
    KGS issuance of 5,696,752 common units, 11,513,625
    subordinated units and the right to receive $162.1 million,
    to Holdings in exchange for the contributed interests; and
    KGS issuance of 816,873 common units and the right to
    receive $7.7 million to private investors in exchange for
    their contributed interests.  Centralized cash management
  Distributions -
  Services to affiliates
  Allocation of costs
 50




---



##### Table of Contents



Year Ended December 31,2008


2007


2006(in thousands)Net Parent equityBeginning balance





$
118,652


$
48,949Net change in Quicksilver advances:Contribution of property, plant and equipment






45,040



77,539Distribution to Quicksilver






-



(4,506
)Settled revenue with Quicksilver






(11,760
)


(13,802
)Payments received by Quicksilver for trade accounts receivable






(625
)


(49
)Payments made to settle expenses by Quicksilver






4,378



6,665Allocation of general and administrative overhead






850



667Contribution of long-term deposit






-



821Contribution of other current assets






162



87Net change in Quicksilver advances






38,045



67,422Quicksilver share of net income






3,119



2,281Distribution of initial public offering proceeds






(112,112
)


-Distribution of subordinated note payable to Quicksilver






(50,000
)


-Reclassify to receivable from Quicksilver






2,296



-Ending balance





$
-


$
118,652General and administrative expense - QuicksilverAllocation of general and administrative overhead

$
2,411


$
1,978


$
667Equity-based compensation expense


1,220



405



-Audit and tax services


896



471



-Legal services


501



143



-Insurance expense


338



232



-Management fee


-



-



180Salary and benefits


421



-



-Other


620



150



90Total general and administrative expense - Quicksilver

$
6,407


$
3,379


$
937   12.
    PARTNERS
    CAPITAL AND DISTRIBUTIONS  General.
    
    provide for the proper conduct of KGS business;
    comply with applicable law, any of KGS debt instruments or
    other agreements; or
    provide funds for distributions to partners for the succeeding
    four quarters. 51




---



##### Table of Contents



Attributable to the

Per Unit


Total CashPayment Date

quarter ended

Distribution(1)


Distribution(in millions)Pending
    Distributions(2)February 13, 2009
    (3)

December 31, 2008

$
0.370


$
9.1Completed DistributionsNovember 14,
    2008(4)

September 30, 2008

$
0.350


$
8.5August 14,
    2008(4)

June 30, 2008

$
0.350


$
8.5May 15, 2008

March 31, 2008

$
0.315


$
7.6February 14, 2008

December 31, 2007

$
0.300


$
7.3November 14,
    2007(5)

September 30, 2007

$
0.168


$
4.1   (1)

    
    Represents common and subordinated unitholders(2)

    
    Distributions are recognized as a reduction to partners
    capital upon payment(3)

    
    Total cash distribution includes an Incentive Distribution
    Rights amount of approximately $90,000 to the general partner(4)

    
    Total cash distribution includes an Incentive Distribution
    Rights amount of approximately $20,000 per quarter to the
    general partner(5)

    
    Represents the post-IPO period from August 10, 2007 to
    September 30, 2007  General Partner Interest and Incentive Distribution
    Rights.
  Subordinated Units.
  Distributions of Available Cash to
    Unitholders.
  
    quarterly distributions of Available Cash of up to $.0345 per
    unit are first allocable to the common unit holders and to
    general partner at their pro rata ownership percentages and then
    to subordinated unit holders in their pro rata ownership
    percentage.
    quarterly distributions of Available Cash in excess of $.0345
    per unit are allocable in the same fashion as lesser
    distributions, except that the general partner is entitled to
    increasing percentages of the distribution pursuant to the
    incentive distribution rights. 52




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##### Table of Contents



13.
    SELECTED
    QUARTERLY DATA (UNAUDITED)  First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(in thousands, except per unit data)2008Operating revenues

$
15,185


$
18,205


$
19,304


$
25,365Operating income


5,262



8,064



9,193



14,317Net income


2,884



5,606



6,388



11,538Earnings per common and subordinated unit:Basic

$
0.12


$
0.23


$
0.26


$
0.47Diluted

$
0.12


$
0.23


$
0.26


$
0.402007Operating revenues

$
5,372


$
7,118


$
10,282


$
13,169Operating income


864



2,380



3,805



5,931Net income


835



2,135



2,099



3,187Earnings per common and subordinated unit:Basic


n/a



n/a


$
0.07


$
0.13Diluted


n/a



n/a


$
0.07


$
0.13   Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
    Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f)
 53




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##### Table of Contents



Changes
    in Internal Control over Financial Reporting
   54




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal Control 
    Integrated Framework
        Internal Control  Integrated Framework
    /s/ DELOITTE & TOUCHE LLP
     Item 9B.
    Other
    Information   55




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  General
      Directors
    and Executive Officers
    Name

Age

Position with Quicksilver Gas
    Services GP LLCGlenn Darden

53

Chairman of the Board and DirectorThomas F. Darden

55

President and Chief Executive Officer and DirectorJeff Cook

52

Executive Vice President - Chief Operating Officer and DirectorPhilip W. Cook

47

Senior Vice President - Chief Financial Officer and DirectorJohn C. Cirone

59

Senior Vice President - General Counsel and SecretaryJohn C. Regan

39

Vice President - Chief Accounting OfficerAlvin Bledsoe

60

DirectorPhilip D. Gettig

63

DirectorJohn W. Somerhalder II

53

Director     Glenn Darden
  Thomas F. Darden
  Jeff Cook
 56




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##### Table of Contents



Philip W. Cook
  John C. Cirone
  John C. Regan
  Alvin Bledsoe
  Philip D. Gettig
  John W. Somerhalder II
 57




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##### Table of Contents



Family
    Relationships
    Committees
    of the Board of Directors
        Code of
    Business Conduct and Ethics
  (http://www.kgslp.com/corporate/corporate_governance),
  Section 16(a)
    Beneficial Ownership Reporting Compliance
     58




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##### Table of Contents



Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
  Overview
    Name

TitleGlenn Darden

Chairman of the BoardThomas F. Darden

President and Chief Executive OfficerJeff Cook

Executive Vice President  Chief Operating OfficerPhilip W. Cook

Senior Vice President  Chief Financial OfficerJohn C. Cirone

Senior Vice President  General Counsel and Secretary         Compensation
    Objectives, Strategies and Elements for 2008
    equity-based one-third
 59




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##### Table of Contents



change-in-control)
  Compensation
    Objectives, Strategies and Elements for 2009
          Executive

Number
    of Phantom UnitsGlenn Darden


82,721Thomas F. Darden


82,721Jeff Cook


38,692Philip W. Cook


32,021John C. Cirone


21,347   change-in-control)
 60




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##### Table of Contents



Change-in-Control
    Arrangements
  change-in-control
  Summary
    Compensation Table
  highly-compensated
  EquityName and




Awards


TotalPrincipal Position

Year


($)
    (1)


($)Glenn Darden


2007



32,318



32,318Chairman of the Board


2008



259,101



259,101Thomas F. Darden


2007



32,318



32,318President and
    Chief Executive Officer


2008



259,101



259,101Jeff Cook


2007



16,159



16,159Executive Vice President -
    Chief Operating Officer


2008



130,472



130,472Philip W. Cook


2007



16,159



16,159Senior Vice President -
    Chief Financial Officer


2008



108,383



108,383John C. Cirone


2007



12,927



12,927Senior Vice President -
    General Counsel and Secretary


2008



69,768



69,768   (1)

    
    This column reports the dollar amounts recognized for financial
    statement reporting purposes in accordance with SFAS 123(R)
    for the fair value of phantom units. The amounts recognized for
    2008 reflect phantom units granted in 2008 and 2007 whose
    expense will be recognized over the entire vesting period. The
    amounts recognized for 2007 reflect the phantom units granted in
    2007 whose expense will also be recognized over the entire
    vesting period. Additional information regarding the calculation
    of these amounts is included in Notes 2 and 10 to the
    consolidated financial statements included in Item 8.
    Financial Statements and Supplementary Data of this annual
    report.  Grants of
    Plan-Based Awards in 2008
  one-third
 61




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##### Table of Contents



change-in-control)
  Grant DateEquity Awards


Fair Value ofNumber of Units:


AwardsName

Grant Date
    (1)


(#)


($)
    (2)Glenn Darden


1/2/2008



29,813


$
612,983Thomas F. Darden


1/2/2008



29,813



612,983Jeff Cook


1/2/2008



15,041



309,257Philip W. Cook


1/2/2008



11,818



242,989John C. Cirone


1/2/2008



6,983



143,577   (1)

    
    On December 17, 2007, the board of directors of our general
    partner approved grants of phantom units to the named executive
    offices with each grant being effective January 2,
    2008, the first business day in 2008.(2)

    
    This column reports the dollar amounts that have or will
    ultimately be recognized for financial statement reporting
    purposes in accordance with SFAS 123(R) for the phantom
    units granted in 2008. Additional information regarding the
    calculation of these amounts is included in Notes 2 and 10
    to the consolidated financial statements included in
    Item 8. Financial Statements and Supplementary
    Data of this annual report.  Outstanding
    Equity Awards at Year-End 2008
    Equity Awards in Cash


Equity Awards in UnitsNumber of Sharesor Units of Stock


Market Value of Shares


Number of Shares or


Market Value of SharesThat Have Not


or Units of Stock That


Units of Stock That


or Units of Stock ThatVested


Have Not Vested


Have Not Vested


Have Not VestedName

(#)
    (2)


($)
    (1)


(#)
    (3)


($)
    (1)Glenn Darden


6,666


$
63,194



29,813


$
282,627Thomas F. Darden


6,666



63,194



29,813



282,627Jeff Cook


3,333



31,597



15,041



142,589Philip W. Cook


3,333



31,597



11,818



112,035John C. Cirone


2,666



25,274



6,983



66,199   (1)

    
    The market value of unit awards is based on $9.48, the closing
    market price of KGS common units on December 31, 2008.(2)

    
    One-half of these units will vested on August 10, 2009; the
    remaining one-half of these units will vest on August 10,
    2010.(3)

    
    One-third of these units vested on January 2, 2009, and
    one-third of these units will vest on each of January 4,
    2010 and January 3, 2011. 62




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##### Table of Contents



Potential
    Payments upon Termination or in Connection with a Change in
    Control
    Equity
    Awards(1)Number of Sharesor Units of Stock


Market Value of SharesThat Have Not


or Units of Stock ThatVested


Have Not VestedName

(#)


($)(2)Glenn Darden


36,479


$
345,821Thomas F. Darden


36,479



345,821Jeff Cook


18,374



174,186Philip W. Cook


15,151



143,631John C. Cirone


9,649



91,473   (1)

    
    Includes phantom units that will be settled in cash and phantom
    units that will be settled in units upon vesting.(2)

    
    The market value of unit awards is based on $9.48, the closing
    market price of KGS common units on December 31, 2008.  Compensation
    of Directors
      Fees Earned or


EquityPaid in Cash


Awards


TotalName

($)
    (1)


($)
    (2)


($)Alvin Bledsoe

$
-


$
60,423
    (3
)

$
60,423Philip D. Gettig


25,000



36,701 (4
)


61,701John W. Somerhalder II


-



60,423 (5
)


60,423   (1)

    
    This column reports the aggregate compensation earned in 2008
    and paid in cash and excludes $40,000 that Mr. Bledsoe,
    $15,000 that Mr. Gettig, and $40,000 that
    Mr. Somerhalder elected to receive in the form of phantom
    units.(2)

    
    This column reports the dollar amounts recognized for financial
    statement reporting purposes with respect to the year ended
    December 31, 2008, as well as in accordance with
    SFAS No. 123(R). This amount represents the phantom
    units granted in 2008 and 2007 whose expense will be recognized
    over the entire vesting period. Additional information regarding
    the calculation of these amounts is included in Notes 2 and
    10 to the consolidated financial statements included in
    Item 8. Financial Statements and Supplementary
    Data of this annual report.(3)

    
    The grant date fair value calculated in accordance with
    SFAS 123(R) of the 3,168 phantom units granted to
    Mr. Bledsoe in 2008, including those phantom units he
    acquired in lieu of $40,000 of his cash fees, was $70,524. As of
    December 31, 2008, Mr. Bledsoe held 4,416 phantom
    units. 63




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##### Table of Contents



(4)

    
    The grant date fair value calculated in accordance with
    SFAS 123(R) of the 2,178 phantom units granted to
    Mr. Gettig in 2008, including those phantom units he
    acquired in lieu of $15,000 of his cash fees, was $46,802. As of
    December 31, 2008, Mr. Gettig held 3,426 phantom units.(5)

    
    The grant date fair value calculated in accordance with
    SFAS 123(R) of the 3,168 phantom units granted to
    Mr. Somerhalder in 2008, including those phantom units he
    acquired in lieu of $40,000 of his cash fees, was $70,524. As of
    December 31, 2008, Mr. Somerhalder held 4,416 phantom
    units.  Compensation
    Committee Interlocks and Insider Participations
      Compensation
    Committee Report
    Members of the Board of Directors of Quicksilver Gas Services
    GP LLC
  Alvin Bledsoe

Thomas F. DardenJeff Cook

Philip D. GettigPhilip W. Cook

John W. Somerhalder IIGlenn Darden  64




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Quicksilver
    Gas Services LP
    
    each person known by us to beneficially own more than 5% of our
    common or subordinated units;
    each named executive officer of Quicksilver Gas Services GP LLC;
    each director of Quicksilver Gas Services GP LLC; and
    all directors and executive officers of Quicksilver Gas Services
    GP LLC as a group.    Percentage ofPercentage





Percentage of


Common andCommon


of Common


Subordinated


Subordinated


SubordinatedBeneficial Owner

Units


Units


Units


Units


UnitsDirectors and Executive OfficersGlenn Darden
    (1)


90,738




*


-



-




*Thomas F.
    Darden(1)


90,738




*


-



-




*Jeff Cook


3,687




*


-



-




*Philip W. Cook
    (2) (3)


4,001




*


-



-




*John C. Cirone


2,467




*


-



-




*Alvin Bledsoe
    (4)


45,934




*


-



-




*Philip D. Gettig


5,839




*


-



-




*John W. Somerhalder II


12,334




*


-



-




*Directors and executive officers as
    a group (9 persons)


179,638



1.5
%


-



-




*Holders of More Than 5% Not
    Named AboveQuicksilver Resources Inc.
    (5) (7)


5,696,752



46.3
%


11,513,625



100.0
%


72.2
%Quicksilver Gas Services Holdings LLC (6)

    (7)


5,696,752



46.3
%


11,513,625



100.0
%


72.2
%FMR LLC
    (8)


936,900



7.6
%


-



-



3.9
%Swank Capital, LLC
    (9)


1,118,156



9.1
%


-



-



4.7
%     (1)
    Includes as to each of Messrs. G. Darden and T. Darden
    76,100 common units held in a trust for which he has shared
    voting and investment power as a co-trustee. Each of
    Messrs. G. Darden and T. Darden disclaims beneficial
    ownership of the shares held in this trust, except to the extent
    of his pecuniary interest therein.(2)
    Includes 4,001 common units held by Mr. Cook jointly with
    his spouse.(3)
    Includes 4,001 common units pledged in accordance with customary
    terms and conditions of a standard margin account arrangement.(4)
    Includes 200 common units over which Mr. Bledsoe exercises
    shared investment power.(5)
    Quicksilver Resources Inc. is the ultimate parent company of
    Quicksilver Gas Services Holdings LLC (Holdings) and
    may, therefore, be deemed to beneficially own the units held by
    Holdings. 65




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##### Table of Contents



(6)
    Holdings, an indirect wholly owned subsidiary of Quicksilver,
    owns a 100% interest in our general partner and a 72.2% limited
    partner interest in us.(7)
    Quicksilver has shared voting power and shared investment power
    with Holdings, Cowtown Gas Processing LP (Processing
    LP), Cowtown Pipeline LP (Pipeline LP),
    Cowtown Pipeline Management, Inc. (Management) and
    Cowtown Pipeline Funding, Inc. (Funding) over
    5,696,752 common units of Quicksilver Gas Services LP. Holdings
    also owns 11,513,625 subordinated units representing limited
    partner interests in Quicksilver Gas Services LP, which may be
    converted into common units on a one-for-one basis upon the
    termination of the subordination period under certain
    circumstances as set forth in the Partnership Agreement.
    Quicksilver, Processing LP, Pipeline LP, Management and Funding
    may also be deemed to beneficially own 11,513,625 subordinated
    units owned by Holdings. Quicksilver Gas Services GP LLC, the
    sole general partner of Quicksilver Gas Services LP, owns a
    1.94% general partner interest and incentive distribution rights
    (which represent the right to receive increasing percentages of
    quarterly distributions in excess of specified amounts) in
    Quicksilver Gas Services LP. The address of Quicksilver is
    777 West Rosedale Street, Fort Worth, Texas 76104.(8)
    According to a Schedule 13G/A filed by FMR LLC with the SEC
    on February 17, 2009, FMR LLC had sole investment power
    over 936,900 common units. The address of FMR LLC is 82
    Devonshire Street, Boston, Massachusetts 02109.(9)
    According to a Schedule 13G/A filed by Swank Capital, LLC
    with the SEC on February 17, 2009, Swank Capital, LLC had
    sole voting power and sole investment power over 1,118,156
    common units, Swank Energy Income Advisors, LP had shared voting
    power and shared investment power over 1,118,156 common units,
    and Jerry V. Swank had sole voting power and sole investment
    power over 1,118,156 common units. The address of Swank Capital,
    LLC, Swank Energy Income Advisors, LP, and Jerry V. Swank is
    3300 Oak Lawn Avenue, Suite 650, Dallas, Texas 75219.  Quicksilver
    Resources Inc.
    
    Each named executive officer of Quicksilver Gas Services GP LLC;
    Each director of Quicksilver Gas Services GP LLC; and
    All directors and executive officers of Quicksilver Gas Services
    GP LLC as a group.    Beneficial Share OwnershipNumber of


Percent ofBeneficial Owner

Shares


Outstanding SharesGlenn Darden
    (1)(2)(3)(4)(5)


44,961,436



26.6%Thomas F. Darden
    (1)(2)(3)(4)(5)


45,078,072



26.7%Jeff Cook
    (3)(5)


688,081



*Philip W. Cook
    (4)(5)(6)


145,904



*John C. Cirone
    (3)(5)


188,912



*Alvin Bledsoe


-



-Philip D. Gettig


-



-John W. Somerhalder II


-



-Directors and executive officers as a group (9 persons)
    (1)(2)(3)(4)(5)


49,430,361



29.3%    66




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##### Table of Contents



(1)

    
    Includes as to each of Messrs. G. Darden and T. Darden:
    (i) 681,467 and 307,456, respectively, shares held in
    grantor retained annuity trusts; and
    (ii) 41,677,288 shares beneficially owned by
    Quicksilver Energy L.P., for which he has shared voting and
    investment power as a member of Pennsylvania Management, LLC,
    the sole general partner of Quicksilver Energy L.P. Each of
    Messrs. G. Darden and T. Darden disclaims beneficial
    ownership of all shares owned by Quicksilver Energy L.P., except
    to the extent of his pecuniary interest therein.(2)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    approximate numbers of shares represented by units in a Unitized
    Stock Fund held through Quicksilvers 401(k) Plan:
    Mr. G. Darden  26,665; Mr. T.
    Darden  95,871; Mr. Philip W. Cook 
    2,834 and all directors and executive officers as a
    group  125,370.(3)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    numbers of shares subject to options that will vest on or before
    April 10, 2009: Mr. G. Darden  148,240;
    Mr. T. Darden  112,240; Mr. Jeff
    Cook  53,216; Mr. Cirone  62,322;
    Mr. Philip W. Cook  9,560 and all directors and
    executive officers as a group  389,634.(4)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    number of shares pledged as collateral security for loans or
    loan commitments or in accordance with customary terms and
    conditions of standard margin account arrangements: Mr. G.
    Darden  14,745,095 (including 14,011,383 shares
    beneficially owned by Quicksilver Energy L.P.); Mr. T.
    Darden  16,494,525 (including 14,011,383 shares
    beneficially owned by Quicksilver Energy L.P.); Mr. Philip
    W. Cook  28,203; and all directors and executive
    officers as a group  17,256,440 (including
    14,011,383 shares beneficially owned by Quicksilver Energy
    L.P).(5)

    
    Includes with respect to each of the following individuals and
    the directors and executive officers as a group, the following
    numbers of shares of unvested restricted stock for which the
    indicated beneficial owners have no investment power:
    Mr. G. Darden  269,793; Mr. T.
    Darden  269,793; Mr. Jeff Cook 
    130,534; Mr. Philip W. Cook  105,307;
    Mr. Cirone  70,686; and all directors and
    officers as a group  882,804.(6)

    
    Includes 28,203 shares held by Mr. Philip W. Cook
    jointly with his spouse.  Equity
    Compensation Plan Information
    Number of securitiesremaining available forfuture issuance underNumber of securities to


Weighted-average

equity compensationbe issued upon exercise


exercise price of

plans (excludingof outstanding options,


outstanding options,

securities reflected inPlan Category

warrants and rights


warrants and rights

column (a))(a)


(b)

(c)Equity compensation plans approved by security holders


N/A


N/A


N/AEquity compensation plans not approved by security
    holders(1)


139,918


N/A(2)


743,911Total


139,918


N/A(2)


743,911  67




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##### Table of Contents



(1)

    
    The board of directors of our general partner adopted the
    Quicksilver Gas Services LP 2007 Equity Plan prior to our IPO.
    For a description of the material features of this plan, see
    Note 10 to the consolidated financial statements included
    in Item 8. Financial Statements and Supplementary
    Data of this annual report.(2)

    
    Only phantom units have been issued under the 2007 Equity Plan.
    Each phantom unit entitles the holder to receive one common unit
    (or an amount in cash equal to the fair market value thereof)
    with respect to each phantom unit at vesting. Accordingly,
    without payment of cash, there is no reportable
    weighted-average
    exercise price.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  General
    Distributions
    and Payments to Our General Partner and its Affiliates
      Sales of
    Certain Assets to Quicksilver
    
    a portion of the gathering lines in the Cowtown Pipeline;
    the Lake Arlington Dry System; and
    the Hill County Dry System.    Cowtown Pipeline repurchase
  Lake Arlington Dry System repurchase
 68




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##### Table of Contents



Hill County Dry System repurchase
  Omnibus
    Agreement
    
    restrictions on Quicksilvers ability to engage in certain
    midstream business activities or own certain related assets in
    the Quicksilver Counties;
    Quicksilvers right to construct and operate the Lake
    Arlington Dry System and Hill County Dry System and our
    obligation to purchase those assets from Quicksilver at fair
    market value of those assets within two years after the assets
    commence commercial service;
    Quicksilvers obligation to indemnify us for certain
    liabilities and our obligation to indemnify Quicksilver for
    certain liabilities;
    our obligation to reimburse Quicksilver for all expenses
    incurred by Quicksilver (or payments made on our behalf) in
    conjunction with Quicksilvers provision of general and
    administrative services to us, including salary and benefits of
    Quicksilver personnel, our public company expenses, general and
    administrative expenses and salaries and benefits of our
    executive management who are Quicksilvers
    employees; and
    our obligation to reimburse Quicksilver for all insurance
    coverage expenses it incurs or payments it makes with respect to
    our assets.    2008


Estimates for
    2009(in millions)


(in millions)Reimbursement of general and administrative expenses

$
2.4


$
2.6Reimbursement of public company expenses


2.0



2.1Reimbursement of compensation and benefits for executive
    management of our general partner


0.3



0.3Total

$
4.7


$
5.0       Reimbursement
    of Operating and General and Administrative
    Expense
   69




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##### Table of Contents



Indemnification
      (i)
    our failure as of the closing date of the offering to have valid
    easements, fee title or leasehold interests in and to the lands
    on which our assets are located, to the extent such failure
    renders us unable to use or operate our assets in substantially
    the same manner in which they were used and operated immediately
    prior to the closing of the offering;(ii)
    our failure as of the closing date of the offering to have any
    consent or governmental permit necessary to allow (a) the
    transfer of assets from Quicksilver to us at the closing of the
    offering or (b) us to use or operate our assets in
    substantially the same manner in which they were used and
    operated immediately prior to the closing of the offering;    (a)
    attributable to the pre-closing operations of our assets,(b)
    arising from or relating to certain formation transactions
    related to the IPO, or(c)
    arising under Treasury
    Regulation Section 1.1502-6
    and any similar provision from state, local or foreign
    applicable law, by contract, as successor or transferee or
    otherwise, and which income tax is attributable to having been a
    member of any consolidated, combined or unitary group prior to
    the closing of the offering; and  (iv)
    the fire, personal injury and related personal and property
    damage arising from the accident at the Cowtown Plant that
    occurred on May 25, 2007.      Competition
   70




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##### Table of Contents



Contracts
    with Affiliates
  Services
    and Secondment Agreement
  12-month 12-month
  Equity
    Awards to Certain Quicksilver Executive Officers
    Gas
    Gathering and Processing Agreement
   71




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##### Table of Contents



Other
    Agreements
        Policies
    and Procedures for Review and Approval of Transactions with
    Related Parties
   72




---



##### Table of Contents



related-party
  Director
    Independence
  (http://www.kgslp.com/corporate/corporate_governance).
  Item 14.
    Principal
    Accountant Fees and Services    Fees Billed for the YearEnded December 31,2008


2007Audit fees
    (1)

$
364,500


$
316,000Audit-related fees
    (2)


-



324,000Tax fees
    (3)


-



-All other fees
    (4)


-



-Total

$
364,500


$
640,000   (1)
    Includes fees for audits of annual financial statements and
    reviews of the related quarterly financial statements.(2)
    Includes fees related to consultations concerning financial
    accounting and reporting standards and services related to the
    completion of the IPO.(3)
    There were no tax fees billed for 2008 or 2007.(4)
    There were no fees billed for 2008 or 2007 for products and
    services other than those describe above. 73




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##### Table of Contents



pre-approve non-audit pre-approve non-audit audit-related pre-approval
 74




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules      Form 10-K.
                    Exhibit No.

Description3
.1

Certificate of Limited Partnership of Quicksilver Gas Services
    LP (filed as Exhibit 3.1 to the Companys
    Form S-1,
    File
    No. 33-140599,
    filed February 12, 2007 and included herein by reference).3
.2

Second Amended and Restated Agreement of Limited Partnership of
    Quicksilver Gas Services LP, dated February 19, 2008 (filed
    as Exhibit 3.1 to the Companys
    Form 8-K
    filed February 22, 2008 and included herein by reference).3
.3

Certificate of Formation of Quicksilver Gas Services GP LLC
    (filed as Exhibit 3.3 to the Companys
    Form S-1,
    File
    No. 333-140599,
    filed February 12, 2007 and included herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Quicksilver Gas Services GP LLC, dated July 24, 2007
    (filed as Exhibit 3.4 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).4
.1

Form of Common Unit Certificate (filed as Exhibit 4.1 to
    the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).10
.1

Assignment and Conveyance, effective April 30, 2007,
    between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P.
    (filed as Exhibit 10.13 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(a)

Form of Assignment, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(a) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(b)

Schedule of Assignments, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(b) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.3

Credit Agreement, dated as of August 10, 2007, among
    Quicksilver Gas Services LP and the lenders and agents
    identified therein (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference). 75




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##### Table of Contents



10
.4

First Amendment to Credit Agreement, dated as of
    October 10, 2008, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 14, 2008 and included herein by reference).10
.5

Subordinated Promissory Note, dated as of August 10, 2007,
    made by Quicksilver Gas Services LP payable to the order of
    Quicksilver Resources Inc. (filed as Exhibit 10.2 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.6

Omnibus Agreement, dated August 10, 2007, among Quicksilver
    Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver
    Resources Inc. (filed as Exhibit 10.4 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.7

Services and Secondment Agreement, dated August 10, 2007,
    between Quicksilver Resources Inc. and Quicksilver Gas Services
    GP LLC (filed as Exhibit 10.5 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.8

Contribution, Conveyance and Assumption Agreement, dated
    August 10, 2007, among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P.,
    Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC,
    Quicksilver Gas Services Operating GP LLC, Quicksilver Gas
    Services Operating LLC and the private investors named therein
    (filed as Exhibit 10.3 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.9

Fifth Amended and Restated Gas Gathering and Processing
    Agreement, dated August 10, 2007, among Quicksilver
    Resources Inc., Cowtown Pipeline Partner L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.6 to the
    Companys
    Form 8-K
    filed August 16,2007 and included herein by reference).10
.10

Sixth Amended and Restated Gas Gathering and Processing
    Agreement, dated September 1, 2008, among Quicksilver
    Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed November 6, 2008 and included herein by reference).+ 10
.11

2007 Equity Plan (filed as Exhibit 99.1 to the
    Companys
    Form S-8,
    File
    No. 333-145326,
    filed August 10, 2007 and included herein by reference).+ 10
.12

Form of Phantom Unit Award Agreement for Directors
    (3-year)
    (filed as Exhibit 10.8 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.13

Form of Phantom Unit Award Agreement for Directors
    (1-year)
    (filed as Exhibit 10.9 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.14

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Cash) (filed as Exhibit 10.10 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.15

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Units) (filed as Exhibit 10.11 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).+ 10
.16

Description of Non-Employee Director Compensation (filed as
    Exhibit 10.14 to the Companys
    Form 10-K
    filed February 28, 2008 and included herein by reference)+ 10
.17

Quicksilver Gas Services LP Annual Bonus Plan (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed December 13, 2007 and included herein by reference).+ 10
.18

Form of Indemnification Agreement by and between Quicksilver Gas
    Services GP LLC and its officers and directors (filed as
    Exhibit 10.7 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).*21
.1

List of Subsidiaries of Quicksilver Gas Services LP*23
.1

Consent of Deloitte & Touche LLP*24
.1

Power of Attorney of Directors and Certain Officers*31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002*31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002*32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002   *
    
    Filed herewith+
    
    Identifies management contracts and compensatory plans or
    arrangements. 76




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##### Table of Contents



SIGNATURES    QUICKSILVER GAS SERVICES LP
  By: QUICKSILVER GAS SERVICES GP LLC,
    General Partner
  By:     /s/ Thomas F.
    DardenThomas F. DardenDated: March 2, 2009

President and Chief Executive Officer      SIGNATURE

TITLE

DATE* Glenn
    Darden

Chairman of the Board; Director

March 2, 2009/s/  Thomas
    F. Darden Thomas
    F. Darden

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

March 2, 2009* Jeff
    Cook

Executive Vice President  Chief Operating Officer;
    Director

March 2, 2009* Philip
    Cook

Senior Vice President  Chief Financial Officer
    (Principal Financial Officer); Director

March 2, 2009* John
    Regan

Vice President  Chief Accounting Officer (Principal
    Accounting Officer)

March 2, 2009* Alvin
    Bledsoe

Director

March 2, 2009* Philip
    D. Gettig

Director

March 2, 2009* John
    W. Somerhalder II

Director

March 2, 2009   *
    The undersigned, by signing his name hereto, does sign and
    execute this Annual Report on Form 10-K pursuant to the
    Powers of Attorney executed by the above-named officers and
    directors and filed herewith.  By: /s/  Thomas
    F. DardenThomas F. DardenAttorney-in-Fact  77




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##### Table of Contents



Exhibit No.

Description3
.1

Certificate of Limited Partnership of Quicksilver Gas Services
    LP (filed as Exhibit 3.1 to the Companys
    Form S-1,
    File
    No. 33-140599,
    filed February 12, 2007 and included herein by reference).3
.2

Second Amended and Restated Agreement of Limited Partnership of
    Quicksilver Gas Services LP, dated February 19, 2008 (filed
    as Exhibit 3.1 to the Companys
    Form 8-K
    filed February 22, 2008 and included herein by reference).3
.3

Certificate of Formation of Quicksilver Gas Services GP LLC
    (filed as Exhibit 3.3 to the Companys
    Form S-1,
    File
    No. 333-140599,
    filed February 12, 2007 and included herein by reference).3
.4

First Amended and Restated Limited Liability Company Agreement
    of Quicksilver Gas Services GP LLC, dated July 24, 2007
    (filed as Exhibit 3.4 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).4
.1

Form of Common Unit Certificate (filed as Exhibit 4.1 to
    the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).10
.1

Assignment and Conveyance, effective April 30, 2007,
    between Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P.
    (filed as Exhibit 10.13 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(a)

Form of Assignment, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(a) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.2(b)

Schedule of Assignments, effective April 30, 2007, between
    Cowtown Pipeline Partners L.P. and Cowtown Pipeline L.P. (filed
    as Exhibit 10.14(b) to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 30, 2007 and included herein by reference).10
.3

Credit Agreement, dated as of August 10, 2007, among
    Quicksilver Gas Services LP and the lenders and agents
    identified therein (filed as Exhibit 10.1 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.4

First Amendment to Credit Agreement, dated as of
    October 10, 2008, among Quicksilver Gas Services LP and the
    lenders and agents identified therein (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed October 14, 2008 and included herein by reference).10
.5

Subordinated Promissory Note, dated as of August 10, 2007,
    made by Quicksilver Gas Services LP payable to the order of
    Quicksilver Resources Inc. (filed as Exhibit 10.2 to the
    Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.6

Omnibus Agreement, dated August 10, 2007, among Quicksilver
    Gas Services LP, Quicksilver Gas Services GP LLC and Quicksilver
    Resources Inc. (filed as Exhibit 10.4 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.7

Services and Secondment Agreement, dated August 10, 2007,
    between Quicksilver Resources Inc. and Quicksilver Gas Services
    GP LLC (filed as Exhibit 10.5 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.8

Contribution, Conveyance and Assumption Agreement, dated
    August 10, 2007, among Quicksilver Gas Services LP,
    Quicksilver Gas Services GP LLC, Cowtown Gas Processing L.P.,
    Cowtown Pipeline L.P., Quicksilver Gas Services Holdings LLC,
    Quicksilver Gas Services Operating GP LLC, Quicksilver Gas
    Services Operating LLC and the private investors named therein
    (filed as Exhibit 10.3 to the Companys
    Form 8-K
    filed August 16, 2007 and included herein by reference).10
.9

Fifth Amended and Restated Gas Gathering and Processing
    Agreement, dated August 10, 2007, among Quicksilver
    Resources Inc., Cowtown Pipeline Partner L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.6 to the
    Companys
    Form 8-K
    filed August 16,2007 and included herein by reference). 78




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##### Table of Contents



10
.10

Sixth Amended and Restated Gas Gathering and Processing
    Agreement, dated September 1, 2008, among Quicksilver
    Resources Inc., Cowtown Pipeline Partners L.P. and Cowtown Gas
    Processing Partners L.P. (filed as Exhibit 10.1 to the
    Companys
    Form 10-Q
    filed November 6, 2008 and included herein by reference).+ 10
.11

2007 Equity Plan (filed as Exhibit 99.1 to the
    Companys
    Form S-8,
    File
    No. 333-145326,
    filed August 10, 2007 and included herein by reference).+ 10
.12

Form of Phantom Unit Award Agreement for Directors
    (3-year)
    (filed as Exhibit 10.8 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.13

Form of Phantom Unit Award Agreement for Directors
    (1-year)
    (filed as Exhibit 10.9 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.14

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Cash) (filed as Exhibit 10.10 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).+ 10
.15

Form of Phantom Unit Award Agreement for
    Non-Directors
    (Units) (filed as Exhibit 10.11 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 25, 2007 and included herein by reference).+ 10
.16

Description of Non-Employee Director Compensation (filed as
    Exhibit 10.14 to the Companys
    Form 10-K
    filed February 28, 2008 and included herein by reference)+ 10
.17

Quicksilver Gas Services LP Annual Bonus Plan (filed as
    Exhibit 10.1 to the Companys
    Form 8-K
    filed December 13, 2007 and included herein by reference).+ 10
.18

Form of Indemnification Agreement by and between Quicksilver Gas
    Services GP LLC and its officers and directors (filed as
    Exhibit 10.7 to the Companys
    Form S-1/A,
    File
    No. 333-140599,
    filed July 17, 2007 and included herein by reference).*21
.1

List of Subsidiaries of Quicksilver Gas Services LP*23
.1

Consent of Deloitte & Touche LLP*24
.1

Power of Attorney of Directors and Certain Officers*31
.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002*31
.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002*32
.1

Certification Pursuant to 18 U.S.C. Section 1350, as
    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002   *
    
    Filed herewith +
    
    Identifies management contracts and compensatory plans or
    arrangements. 79