SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a)

AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

QUICKSILVER RESOURCES INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

74837R104

(CUSIP Number)

SPO Advisory Corp.

591 Redwood Highway, Suite 3215

Mill Valley, California 94941

(415) 383-6600

With a copy to:

Alison S. Ressler

Sullivan & Cromwell LLP

1888 Century Park East

Los Angeles, California 90067-1725

(310) 712-6600

 (Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 26, 2010

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box  x.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON
	SPO Partners II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			23,311,254(1)
		8	SHARED VOTING POWER
			-0-
		9	SOLE DISPOSITIVE POWER
			23,311,254(1)
		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,311,254
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.7%
14	TYPE OF REPORTING PERSON
	PN

(1) Power is exercised through its sole general partner, SPO Advisory Partners, L.P.

Page 3 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON
	SPO Advisory Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			23,311,254(1)(2)
		8	SHARED VOTING POWER
			-0-
		9	SOLE DISPOSITIVE POWER
			23,311,254(1)(2)
		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	23,311,254
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	13.7%
14	TYPE OF REPORTING PERSON
	PN

(1) Solely in its capacity as the sole general partner of SPO Partners II, L.P.

(2) Power is exercised through its sole general partner, SPO Advisory Corp.

Page 4 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON
	San Francisco Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	California
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,673,900(1)
		8	SHARED VOTING POWER
			-0-
		9	SOLE DISPOSITIVE POWER
			1,673,900(1)
		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,673,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.0%
14	TYPE OF REPORTING PERSON
	PN

(1) Power is exercised through its sole general partner, SF Advisory Partners, L.P.

Page 5 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON
	SF Advisory Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			1,673,900(1)(2)
		8	SHARED VOTING POWER
			-0-
		9	SOLE DISPOSITIVE POWER
			1,673,900(1)(2)
		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,673,900
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.0%
14	TYPE OF REPORTING PERSON
	PN

(1) Solely in its capacity as the sole general partner of San Francisco Partners, L.P.

(2) Power is exercised through its sole general partner, SPO Advisory Corp.

Page 6 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSON
	SPO Advisory Corp.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			24,985,154(1)(2)
		8	SHARED VOTING POWER
			-0-
		9	SOLE DISPOSITIVE POWER
			24,985,154(1)(2)
		10	SHARED DISPOSITIVE POWER
			-0-
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,985,154
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.7%
14	TYPE OF REPORTING PERSON
	CO

(1) Solely in its capacity as the sole general partner of SPO Advisory Partners, L.P. with respect to 23,311,254 of such shares; and solely in its capacity as the sole general partner of SF Advisory Partners, L.P. with respect to 1,673,900 of such shares.

(2) Power is exercised through its three controlling persons, John H. Scully, William E. Oberndorf and Edward H. McDermott.

Page 7 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSONS
	John H. Scully
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			19,900(1)
		8	SHARED VOTING POWER
			24,985,154(2)
		9	SOLE DISPOSITIVE POWER
			19,900(1)
		10	SHARED DISPOSITIVE POWER
			24,985,154(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,005,054
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.7%
14	TYPE OF REPORTING PERSON
	IN

(1) These shares are held in Mr. Scully’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. Scully solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 8 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSONS
	William E. Oberndorf
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			155,400(1)
		8	SHARED VOTING POWER
			24,985,154(2)
		9	SOLE DISPOSITIVE POWER
			155,400(1)
		10	SHARED DISPOSITIVE POWER
			24,985,154(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	25,140,554
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.8%
14	TYPE OF REPORTING PERSON
	IN

(1) These shares are held in Mr. Oberndorf’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. Oberndorf solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 9 of 14 pages

CUSIP No. 74837R104

1	NAME OF REPORTING PERSONS
	Edward H. McDermott
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
	(a)  o
	(b)  x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	Not Applicable
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(e) or 2(f)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			2,300(1)
		8	SHARED VOTING POWER
			24,985,154(2)
		9	SOLE DISPOSITIVE POWER
			2,300(1)
		10	SHARED DISPOSITIVE POWER
			24,985,154(2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	24,987,454
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.7%
14	TYPE OF REPORTING PERSON
	IN

(1) These shares are held in Mr. McDermott’s Individual Retirement Account, which is self-directed.

(2) These shares may be deemed to be beneficially owned by Mr. McDermott solely in his capacity as one of three controlling persons of SPO Advisory Corp.

Page 10 of 14 pages

This Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (the “Commission”) on August 27, 2010, as amended on October 18, 2010 (“Amendment No. 1”) (as so amended, the “Schedule 13D”)  by the Re porting Persons.  This Amendment, and the Schedule 13D, relates to the shares of Common Stock, par value $0.01 per share (the “Shares”) of Quicksilver Resources, Inc., a Delaware corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 777 West Rosedale, Fort Worth, Texas 76104.  Capitalized terms used but not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule 13D.  Except as expressly amended and supplemented by this Amendment, the Schedule 13D is not amended or supplemented in any respect.

Page 11 of 14 pages

ITEM 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons acquired the Shares reported herein for investment purposes.  In light of current economic and industry conditions, the Reporting Persons have had and currently intend to continue to have in the future, discussions with management of the Issuer concerning the Issuer’s operations, prospects, business and financial strategies, assets and liabilities, business, financing and strategic alternatives and such other matters as the Reporting Persons may deem relevant to their investments in the Shares and o ther securities of the Issuer.  Each Reporting Person expects that it will, from time to time, review its investment position in the Issuer and may, depending on market and other conditions and applicable legal constraints, increase or decrease its investment position in the Shares or other securities of the Issuer.

On October 18, 2010, Quicksilver Energy, L.P. and members of the Darden family (the “Darden Family Interests”) filed an amendment to their Schedule 13D, disclosing an interest in exploring possible strategic alternatives, which could include, among other things, a possible take private transaction of the Issuer by the Darden Family Interests.  The Reporting Persons have also expressed an interest in receiving nonpublic information and engaging in discussions with the Darden Family Interests regarding strategic alte rnatives for the Issuer.  As any discussions between the Darden Family Interests and SPO would require the Issuer to amend its rights plan, the Darden Family Interests requested such an amendment to permit those discussions.  In addition, the Darden Family Interests also requested that their financial advisors and SPO be granted access to certain nonpublic information of the Issuer, subject to customary nondisclosure agreements. On October 24, 2010, the transaction committee of the board of the Issuer advised the Darden Family interests that it did not intend to amend the Issuer’s right plan to permit discussions between SPO and the Darden Family Interests at this time.

On October 26, 2010, SPO Partners II, L.P. entered into a Confidentiality Agreement (the “Confidentiality Agreement”) with the Issuer pursuant to which the Issuer will make available to SPO Partners II, L.P. certain nonpublic information regarding the Issuer.  In addition, the Confidentiality Agreement also prevents, for a period of eighteen months, SPO Partners II, L.P. (and any person acting on its behalf) from (i) acquiring, agreeing to acquire, proposing, seeking or offering to acquire, or facilitating the acquisition or ownership of, any securities or assets of the Issuer or any of its subsidiaries, (ii) entering, agreeing to enter, proposing, seeking or offering to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Issuer or any of its sub sidiaries, (iii) making, or in any way participating or engaging in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Issuer or any person controlling the Issuer, (iv) forming, joining or in any way participating in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Issuer, (v) otherwise acting, alone or in concert with others, to seek to control or influence the management or the policies of the Issuer, (vi) disclosing any intention, plan or arrangement prohibited by, or inconsistent with, the foregoing or (vii) advising, assisting or encouraging or entering into any discussions, negotiations, agreements or arrangements with any other person in connection with the foregoing.  SPO Partners II, L.P. also agreed that it and its affiliates would not, for a period of two years, directly or indirectly solicit or e ncourage any executive officer or other senior officer employed by the Issuer to leave the employ of the Issuer. 

Subject to the provisions of the Confidentiality Agreement, whether the Reporting Persons acquire any additional Shares or other securities of the Issuer, pursue a transaction with the Issuer or dispose of any Shares or other securities of the Issuer, and the amount and timing of any such transactions, will depend upon the Reporting Persons’ individual continuing assessments of pertinent factors, including the availability of Shares or other securities of the Issuer for purchase at particular price levels and the ability to acquir e additional Shares in light of applicable legal constraints, the attitudes and actions of the Board of Directors and management of the Issuer, the Issuer’s and the particular Reporting Person’s business and prospects, other business investment opportunities available to the particular Reporting Person, economic conditions, stock market conditions, money market conditions, the availability and nature of opportunities to dispose of the particular Reporting Person’s interest in the Issuer, to realize trading profits or minimize trading losses, and other plans and requirements of the particular Reporting Person.  Depending upon its individual assessments of these factors from time to time, each Reporting Person may change its present intentions as stated above, including determining to acquire additional Shares or other securities of the Issuer (by means of open market or privately negotiated purchases), to enter in to any transaction with the Issuer or to dispose of some or all of t he Shares or other securities of the Issuer held by or under the control of such Reporting Person.  In addition, each Reporting Person may from time to time enter into equity swap or other derivative transactions with respect to its investment in the Shares or other securities of the Issuer.

Page 12 of 14 pages

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated as follows:

The information included in Item 4 with respect to the Confidentiality Agreement is incorporated in this Item 6 by reference.

Other than as disclosed in Item 4 of this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other persons with respect to securities of the Issuer.

ITEM 7. Material to be Filed as Exhibits.

Exhibit A:	Agreement pursuant to Rule 13d-1(k)
Exhibit B:	Power of Attorney (previously filed)
Exhibit 99.1	Confidentiality Agreement, dated October 26, 2010, by and between Quicksilver Resources Inc. and SPO Partners II, L.P.

Page 13 of 14 pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: October 26, 2010	By:	/s/ Kim M. Silva
	Name:	Kim M. Silva
	Attorney-in-Fact for:
	SPO PARTNERS II, L.P. (1)
	SPO ADVISORY PARTNERS, L.P. (1)
	SAN FRANCISCO PARTNERS, L.P. (1)
	SF ADVISORY PARTNERS, L.P. (1)
	SPO ADVISORY CORP. (1)
	JOHN H. SCULLY (1)
	WILLIAM E. OBERNDORF (1)
	EDWARD H. MCDERMOTT (1)
	(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.

Page 14 of 14 pages

EXHIBIT INDEX

Exhibit	Document Description
A	Agreement Pursuant to Rule 13d-1(k)
B	Power of Attorney (previously filed)

 99.1  Confidentiality Agreement, dated October 26, 2010, by and between Quicksilver Resources Inc. and SPO Partners II, L.P.

EX-99.A

EXHIBIT A

Pursuant to Rule 13d-1(k) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agrees that the statement to which this Exhibit is attached is filed on behalf of each of them in the capacities set forth below.

Dated: October 26, 2010	By:	/s/ Kim M. Silva
	Name:	Kim M. Silva
	Attorney-in-Fact for:
	SPO PARTNERS II, L.P. (1)
	SPO ADVISORY PARTNERS, L.P. (1)
	SAN FRANCISCO PARTNERS, L.P. (1)
	SF ADVISORY PARTNERS, L.P. (1)
	SPO ADVISORY CORP. (1)
	JOHN H. SCULLY (1)
	WILLIAM E. OBERNDORF (1)
	EDWARD H. MCDERMOTT (1)
	(1) A Power of Attorney authorizing Kim M. Silva to act on behalf of this person or entity has been previously filed with the Securities and Exchange Commission.

[Signature Page to Agreement Pursuant to Rule 13d-1(k)]

EX-99.1

Quicksilver Resources Inc.

October 26, 2010

SPO Partners II, L.P.

591 Redwood Highway, Suite 3215

Mill Valley, California 94941

Ladies and Gentlemen:

In connection with your consideration of a possible transaction (the “Transaction”) with Quicksilver Resources Inc. (the “Company”), it is expected that the Company and its Representatives (as defined below) will furnish you and your Representatives with, or otherwise make available to you and your Representatives, certain information about the business, operations and affairs of the Company and its subsidiaries.  Such information (whether oral, written, electronic or otherwise and whether provided before, on or after the date of this agreement), regardless of the form in which it is provided or maintained and whether prepared by the Company, its Representatives or otherwise, together with any notes, analyses, compilations, studies, interpretations or other documents prepared by you or your Representatives which contain or otherwise reflect such information, is hereinafter referred to as “Confidential Information,” except that “Confidential Information” does not include any information that (i) was publicly available prior to the date of this agreement or hereafter becomes publicly available without any violation of this agreement on the part of you or any of your Representatives, or (ii) becomes available to you from a person other than the Company and its Representatives who is not, to the best of your knowledge, subject to any contractual, legal, fiduciary or other obligation to keep such information confidential.  As used in this agreement, “person” means an individual or entity and the “Representatives” of any person means the affiliates, officers, directors, employees, attorneys, accountants, financial or other advisors and other agents and representatives of such person.  For avoidance of doubt, “Representatives” shall not include any prospective sources of financing for the Transaction (whether equity or debt financing).

In consideration of your being provided with Confidential Information and being offered the opportunity to evaluate the Transaction, you agree to comply with the terms of this agreement.

SPO Partners II, L.P. October 26, 2010

You agree that all Confidential Information will be kept confidential and will not be disclosed, in whole or in part, by you or any of your Representatives to any person other than those of your Representatives who need to know such Confidential Information for the purpose of evaluating the Transaction on your behalf; provided that (i) you will require your Representatives to be bound by the terms of this agreement applicable to them to the fullest extent as if they were parties hereto and (ii) you will be responsible for any breach of this agreement by you or any of your Representatives.

Without the prior written consent of the Company, you agree that none of you or any of your Representatives will disclose to any person the fact that any Confidential Information has been made available to you or your Representatives, that discussions or negotiations are taking place concerning a possible transaction with the Company, or any of the terms, conditions or other facts with respect to the Transaction or any other transaction with the Company, including the status thereof, except as otherwise required by law or the applicable rules of any national securities exchange.

You agree that unless otherwise directed by the Company in writing (i) all communications with the Company regarding the Transaction, (ii) requests for additional information, facility tours, or management meetings, and (iii) discussions or questions regarding procedures with respect to the Transaction, will be submitted or directed by you or your Representatives only to  a person or persons designated in writing by a representative of the transaction committee of the Company’s Board of Directors___________.

You agree that neither you nor any of your Representatives will use or allow the use of any Confidential Information for any purpose except to evaluate the Transaction.

You agree to inform the Company promptly of any determination by you not to proceed with your consideration of the Transaction.  If you determine not to proceed with your consideration of the Transaction, or promptly following your receipt of a request from the Company, you and your Representatives shall, at your election,  either destroy or return to the Company all Confidential Information provided to you or your Representatives, except for that portion of the Confidential Information that consists of analyses, compilations, studies or other documents prepared by you or your Representatives.  Any such portion of the Confidential Information that consists of analyses, compilations, studies or other documents prepared by you or your Representatives will, to the extent legally permitted, be destroyed immediat ely upon the Company’s request.  Upon the request of the Company, you will provide the Company with prompt written certification of your and your Representatives’ compliance with the preceding two sentences.

If you or anyone to whom you transmit the Confidential Information is requested or required by applicable law (by oral questions, interrogatories, requests for information

2

SPO Partners II, L.P. October 26, 2010

or documents, subpoenas, civil investigative demand or similar process) to disclose any of the Confidential Information, you will provide the Company with prompt written notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement, and you will use your reasonable best efforts to assist the Company in seeking such protective order.  If such protective order or other remedy is not obtained, or the Company waives your compliance with the provisions of this agreement, you or your Representatives will furnish only that portion of the Confidential Information that is legally required to be furnished, in the opinion of your counsel, and will exercise your reasonable best efforts to obtain a protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information.

You hereby acknowledge that, in your examination of the Confidential Information, you will receive material nonpublic information concerning the Company, and that you are aware (and that your Representatives have been or will be advised by you) that the United States securities laws restrict the purchase and sale of securities by persons who possess certain nonpublic information relating to the issuer of such securities.  You agree that for a period of eighteen months following the date hereof (the “Standstill Period”), none of you and any of your affiliates (and any person acting on behalf of or in concert with you or any of your affiliates) will, directly or indirectly, without the Company’s prior written consent, (i) acquire, agree to acquire, propose, seek or offer to acquire, or facilitate the acquisition or ownership of, any securities or assets of the Company or any of its subsidiaries, (ii) enter, agree to enter, propose, seek or offer to enter into or facilitate any merger, business combination, recapitalization, restructuring or other extraordinary transaction involving the Company or any of its subsidiaries, (iii) make, or in any way participate or engage in, any solicitation of proxies to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the Company or any person controlling the Company, (iv) form, join or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) with respect to any voting securities of the Company, (v) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company, (vi) disclose any intention, plan or arrangement prohibited by, or in consistent with, the foregoing or (vii) advise, assist or encourage or enter into any discussions, negotiations, agreements or arrangements with any other person in connection with the foregoing. You further agree that during the Standstill Period none of you or any of your affiliates (or any person acting on behalf of or in concert with you or any of your affiliates) will, without the prior written consent of the Company, (x) request the Company or any of its Representatives directly or indirectly, to amend or waive any provision of this paragraph (including this sentence); provided that you may request the Company to waive such provision solely in order to make a proposal to the transaction committee of the Company’s Board of Directors so long as such request for a waiver complies with the requirements of clause (y) below, or (y) take any action that could require the Company to make a public

3

SPO Partners II, L.P. October 26, 2010

announcement regarding the possibility of a business combination, merger or other type of transaction described in this paragraph with you or your affiliates (or any person acting on behalf of or in concert with you or any of your affiliates).

You also agree that for a period of two years following the date hereof, none of you and any of your affiliates (nor any person acting on behalf of or in concert with you or any of your affiliates) will, without the prior written consent of the Company, directly or indirectly solicit or encourage any executive officer or other senior officer employed by the Company or any of its subsidiaries to leave the employ of the Company or its subsidiaries, as applicable; provided that the restrictions of this paragraph shall not apply to any generally directed advertisement, or any search firm engagement which is not directed or focused on personnel employed by the Company or its subsidiaries.

No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof or preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

You agree that the Company would be irreparably injured by a breach of this agreement by you or your Representatives and that, in such event (or in the event the Company reasonably believes such event is reasonably likely to occur), the Company shall be entitled, in addition to any and all other remedies, to injunctive relief and specific performance without the necessity of providing any bond or other security, and you hereby irrevocably consent to such relief.

The Company and its Representatives make no representations or warranties, express or implied, with respect to the Confidential Information, except for any representations and warranties that may be expressly made in a definitive agreement when, as, and if executed, and subject to such limitations and restrictions as may be specified in such agreement.  You agree that neither the Company nor any of its Representatives shall have any liability to you or any of your Representatives resulting from the selection or use of the Confidential Information by you or your Representatives or any errors therein or omissions therefrom.  You understand and agree that, unless and until a definitive agreement between the Company and you or one of your affiliates with respect to the Transaction has been executed and delivered, neither the Company nor you will be under any legal obligation of any kind whatsoever with respect to any transaction (except for the express obligations set forth in this agreement).

All proprietary and intellectual property rights in and to the Confidential Information shall remain the sole property of the Company, and nothing in this agreement shall be construed in any way to grant to you or your Representatives any express or implied option, license or other right, title or interest in or to any Confidential Information, or to any intellectual property rights embodied in such Confidential Information.

4

SPO Partners II, L.P. October 26, 2010

If any term or provision of this agreement or any application hereof shall be invalid and unenforceable, the remainder of this agreement and any other application of such term or provision shall not be affected thereby.

This agreement may be modified or waived only by an instrument signed by the parties hereto.  This agreement may not be assigned by any party hereto without the express prior written consent of the other party hereto, and any assignment of this agreement by either party without the prior written consent of the other shall be void.

This agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of law provisions.  You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of any state or federal court sitting in New York City, Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this letter agreement.  You hereby agree that service of any process, summons, notice or document by U.S. registered mail addressed to you shall be effective service of process for any such suit, action or proceeding brought against you in any such court.  You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that any such sui t, action or proceeding brought in any such court has been brought in an inconvenient forum.  You agree that a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon you and may be enforced in any other courts to whose jurisdiction you are or may be subject by suit upon such judgment.

Except for the preceding two paragraphs, which shall be binding in perpetuity or until the latest date permitted by law, this agreement will be binding upon you and your Representatives for a period of three years from the date hereof.  This agreement may be executed and delivered by facsimile.  Any facsimile signatures shall have the same legal effect as original signatures.

5

SPO Partners II, L.P. October 26, 2010

To evidence your agreement with the foregoing, please sign and return a copy of this agreement to the undersigned.

Very truly yours,
QUICKSILVER RESOURCES INC.
By:	/s/ John C. Cirone
	Name:	John C. Cirone
	Title:	Senior Vice President & General Counsel

Accepted and agreed:

SPO PARTNERS II, L.P.

By: SPO Advisory Partners, L.P., its general partner

By: SPO Advisory Corp., its general partner

By:	/s/ Edward H. McDermott
	Name:  Edward H. McDermott Title:    Vice President

6