UNITED STATES

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)

(Amendment No. 3)

Quicksilver Resources Inc.

(Name of Issuer)

Common Stock

(Title of Class or Securities)

74837R-10-4

(CUSIP Number)

Anne Darden Self

777 West Rosedale Street

Fort Worth, Texas 76014

(817) 665-5008

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 13, 2008

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 16 Pages)

CUSIP No 74837R-10-4
	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).
		Quicksilver Energy, L.P.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)          X
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)          OO and WC
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) and 2(e)
	6.	Citizenship or Place of Organization          Texas
Number of Shares Bene- ficially owned by Each Reporting Person With		7.	Sole Voting Power                 41,677,288 (1)
		8.	Shared Voting Power              0
		9.	Sole Dispositive Power           41,677,288 (1)
		10.	Shared Dispositive Power        0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person          41,677,288  (1)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11)          24.9%
	14.	Type of Reporting Person (See Instructions)          PN
	(1)	Power is exercised through its sole general partner, Pennsylvania Management, LLC.

(Page 2 of 16 Pages)

CUSIP No 74837R-10-4
	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).
		Pennsylvania Management, LLC
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)          X
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)          OO and WC
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) and 2(e)
	6.	Citizenship or Place of Organization          Texas
Number of Shares Bene- ficially owned by Each Reporting Person With		7.	Sole Voting Power                 41,677,288 (1)(2)
		8.	Shared Voting Power              0
		9.	Sole Dispositive Power           41,677,288 (1)(2)
		10.	Shared Dispositive Power        0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person          41,677,288  (1)(2)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11)          24.9%
	14.	Type of Reporting Person (See Instructions)          OO (limited liability company)
	(1)	Power is exercised as sole general partner of Quicksilver Energy, L.P.
	(2)	Power is exercised through its three members, Glenn Darden, Thomas F. Darden and Anne Darden Self.

(Page 3 of 16 Pages)

CUSIP No 74837R-10-4
	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).
		Glenn Darden
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)          X
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)          PF and Not Applicable
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) and 2(e)
	6.	Citizenship or Place of Organization          USA
Number of Shares Bene- ficially owned by Each Reporting Person With		7.	Sole Voting Power                 3,283,585 (1)(2)(3)
		8.	Shared Voting Power             41,677,288 (4)
		9.	Sole Dispositive Power           2,984,458 (1)(2)
		10.	Shared Dispositive Power       41,677,288 (4)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person          44,960,873 (1)(2)(3)(4)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11)          26.9%
	14.	Type of Reporting Person (See Instructions)          IN
	(1)	Includes 148,240 shares subject to options that were vested or will vest within 60 days following January 7, 2009.
	(2)	Includes 681,467 shares held in grantor retained annuity trusts and 26,102 shares represented by units Mr. Darden holds in a Unitized Stock Fund through Quicksilver Resources Inc.’s 401(k) plan as of December 31, 2008.
	(3)	Includes 299,127 shares of unvested restricted stock as of January 7, 2009.
	(4)	Represents or includes 41,677,288 shares owned by Quicksilver Energy, L.P., such shares beneficially owned by Mr. Darden solely in his capacity as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy, L.P.  Mr. Darden disclaims beneficial ownership of the 41,677,288 shares owned by Quicksilver Energy, L.P., except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of Quicksilver Energy, L.P., as a shareholder of Mercury Production Company, another limited partner of Quicksilver Energy, L.P. and as a member of Pennsylvania Management, LLC.

(Page 4 of 16 Pages)

CUSIP No 74837R-10-4
	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).
		Thomas F. Darden
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)          X
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)          PF and Not Applicable
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) and 2(e)
	6.	Citizenship or Place of Organization          USA
Number of Shares Bene- ficially owned by Each Reporting Person With		7.	Sole Voting Power                 3,400,656 (1)(2)(3)(4)
		8.	Shared Voting Power              41,677,288 (5)
		9.	Sole Dispositive Power           3,101,529 (1)(2)(4)
		10.	Shared Dispositive Power       41,677,288 (5)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person          45,077,944 (1)(2)(3)(4)(5)
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11)          27.0%
	14.	Type of Reporting Person (See Instructions)          IN
	(1)	Includes 112,240 shares subject to options that were vested or will vest within 60 days following January 7, 2009.
	(2)	Includes 307,456 shares held in grantor retained annuity trusts and 95,743 shares represented by units Mr. Darden holds in a Unitized Stock Fund through Quicksilver Resources Inc.’s 401(k) plan as of December 31, 2008.
	(3)	Includes 269,793 shares of unvested restricted stock as of January 7, 2009.
	(4)	Includes 29,334 shares subject to restricted stock units that will vest within 60 days following January 7, 2009.
	(5)	Represents or includes 41,677,288 shares owned by Quicksilver Energy, L.P., such shares beneficially owned by Mr. Darden solely in his capacity as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy, L.P.  Mr. Darden disclaims beneficial ownership of the 41,677,288 shares owned by Quicksilver Energy, L.P., except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of Quicksilver Energy, L.P., as a shareholder of Mercury Production Company, another limited partner of Quicksilver Entergy, L.P. and as a member of Pennsylvania Management, LLC.

(Page 5 of 16 Pages)

CUSIP No 74837R-10-4
	1.	Names of Reporting Persons.
		I.R.S. Identification Nos. of above persons (entities only).
		Anne Darden Self
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)
		(b)          X
	3.	SEC Use Only
	4.	Source of Funds (See Instructions)          PF and Not Applicable
	5.	Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) and 2(e)
	6.	Citizenship or Place of Organization          USA
Number of Shares Bene- ficially owned by Each Reporting Person With		7.	Sole Voting Power                 2,222,978 (1)(2)(3)
		8.	Shared Voting Power             41,677,288 (4)
		9.	Sole Dispositive Power           2,173,975 (1)(2)
		10.	Shared Dispositive Power       41,677,288 (4)
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person          43,900,266 (1)(2)(3)(4))
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
	13.	Percent of Class Represented by Amount in Row (11)          26.3%
	14.	Type of Reporting Person (See Instructions)          IN
	(1)	Includes 54,160 shares subject to options that were vested or will vest within 60 days following January 7, 2009.
	(2)	Includes 793,838 shares held in grantor retained annuity trusts and 48,022 shares represented by units Ms. Self holds in a Unitized Stock Fund through Quicksilver Resources Inc.’s 401(k) plan as of December 31, 2008.
	(3)	Includes 49,003 shares of unvested restricted stock as of January 7, 2009.
	(4)	Represents or includes 41,677,288 shares owned by Quicksilver Energy, L.P., such shares beneficially owned by Ms. Self solely in her capacity as a member of Pennsylvania Management, LLC, the sole general partner of Quicksilver Energy, L.P.  Ms. Self disclaims beneficial ownership of the 41,677,288 shares owned by Quicksilver Energy, L.P., except to the extent of her pecuniary interest in them arising from her ownership interest as a limited partner of Quicksilver Energy, L.P., as a shareholder of Mercury Production Company, another limited partner of Quicksilver Energy, L.P., and as a member of Pennsylvania Management, LLC.

(Page 6 of 16 Pages)

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends and supplements: (i) a statement on Schedule 13D filed by Quicksilver Energy, L.C. on March 12, 1999; and (ii) statements on Schedule 13D filed by Mercury Exploration Company, Glenn Darden, Thomas F. Darden and Anne Darden Self on March 12, 1999, as each such statement was amended by an Amendment No. 1 filed on January 21, 2000, and as each such statement was further amended and restated by an Amendment No. 2 filed on September 24, 2007, in which Mercury Production Company, Quicksilver Energy, L.P. and Pennsylvania Management, LLC joined as joint reporting persons (the “Amendment No.2”).

All terms used in this Amendment No.3, but not defined herein, have the meaning given to such terms in the Amendment No. 2.  The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

Items 2, 3, 5, 6 and 7 of the Amendment No. 2 are hereby amended and restated as follows:

Item 2.   Identity and Background.

(a)

Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby file this Schedule 13D on behalf of Quicksilver Energy, L.P., a Texas limited partnership (“QELP”), Pennsylvania Management, LLC, a Texas limited liability company (“Pennsylvania”), Glenn Darden, Thomas F. Darden and Anne Darden Self.  QELP, Pennsylvania, Glenn Darden, Thomas F. Darden and Anne Darden Self are sometimes hereinafter referred to as the “Reporting Persons.” The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing, nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists.

(b)-(c)

Reporting Persons

QELP

QELP is a Texas limited partnership, the principal business of which is investment management.  The principal business address of QELP, which also serves as its principal office, is 777 West Rosedale Street, Fort Worth, Texas 76104.  The sole general partner of QELP is Pennsylvania.

Pennsylvania

Pennsylvania is a Texas limited liability company, the principal business of which is acting as the general partner of QELP.  The principal business address of Pennsylvania, which also serves as its principal office, is 777 West Rosedale Street, Fort Worth, Texas 76104.  The members of Pennsylvania are Glenn Darden, Thomas F. Darden and Anne Darden Self.

Glenn Darden

Glenn Darden’s business address is 777 West Rosedale Street, Fort Worth, Texas 76104, and his present principal occupation or employment at such address is President and Chief Executive Officer of QRI.

(Page 7 of 16 Pages)

Thomas F. Darden

Thomas F. Darden’s business address is 777 West Rosedale Street, Fort Worth, Texas 76104, and his present principal occupation or employment at such address is Chairman of the Board of QRI.

Anne Darden Self

Anne Darden Self’s business address is 777 West Rosedale Street, Fort Worth, Texas 76104, and her present principal occupation or employment at such address is Vice President-Human Resources of QRI.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to such laws.

(f) Glenn Darden, Thomas F. Darden and Anne Darden Self are citizens of the United States of America.

Item 3.   Source and Amount of Funds or Other Consideration.

QELP’s acquisitions and dispositions of QRI common stock, commencing with its first acquisition, are detailed in the following schedule, which also shows the source and amount of funds or other consideration paid in the case of all acquisitions:

Transaction Date	Number of Shares Acquired (Disposed of)	Description of Transaction	Source of Funds	Amount of Funds
12/31/03	3,030,861	Merger with QELC	N/A	N/A
06/30/04	3,030,861	Stock Dividend	N/A	N/A
06/30/05	3,030,861	Stock Dividend	N/A	N/A
10/06/06	512,490	Contribution from Trusts	N/A	N/A
10/06/06	13,117,935	Contribution from MEC	N/A	N/A
03/31/07	25,119	Gift	N/A	N/A
03/31/07	9,936	Gift	N/A	N/A
03/31/07	25,393	Gift	N/A	N/A
01/31/08	22,783,456	Stock Dividend	N/A	N/A
06/30/08	26,688	Gift	N/A	N/A
06/30/08	43,252	Gift	N/A	N/A
06/30/08	25,956	Gift	N/A	N/A
10/13/08	(1,200,000)	Sale	N/A	N/A
10/14/08	(680,524)	Sale	N/A	N/A
10/14/08	(210,551)	Sale	N/A	N/A
10/15/08	(8,845)	Sale	N/A	N/A
10/15/08	(1,885,600)	Sale	N/A	N/A
	41,677,288

(Page 8 of 16 Pages)

Glenn Darden’s acquisitions and dispositions of QRI common stock, commencing with his first acquisition, are detailed in the following schedule, which also shows the source and amount of funds or other consideration paid in the case of all acquisitions:

Transaction Date	Number of Shares Acquired (Disposed of)	Description of Transaction	Source of Funds	Amount of Funds
01/01/98	2,356	Contribution of Assets for Stock	N/A	N/A
03/04/99	240,566	Stock Dividend	N/A	N/A
03/04/99	118,050	Merger Consideration	N/A	N/A
04/21/99	4,050	Open Market Purchase	PF	$25,950
05/11-27/99	1,200	Open Market Purchase	PF	$7,725
12/10/99	5,000	Open Market Purchase	PF	$19,988
12/20/99	(8,550)	Gifts	N/A	N/A
12/20/99	5,700	Gifts	N/A	N/A
02/08/00	(7,800)	Gifts	N/A	N/A
10/25/01	100	Open Market Purchase	PF	$1,410
02/01/02	5,100	Stock Grant	N/A	N/A
03/07/02	11,428	Option Exercise	PF	$99,995
06/30/04	377,200	Stock Dividend	N/A	N/A
02/08/05	6,092	Stock Grant	N/A	N/A
02/11/05	162,712	Option Exercise	PF	$300,008
02/23/05	(115,000)	Contribution to GRAT	N/A	N/A
05/27/05	(950)	Gifts	N/A	N/A
06/30/05	403,627	Stock Dividend	N/A	N/A
12/22/05	(44,300)	Gift	N/A	N/A
01/26/06	22,000	Stock Grant	N/A	N/A
02/24/06	24,999	Option Exercise	PF	$133,662
03/27/06	69,948	Distribution from GRAT	N/A	N/A
05/03/06	(69,948)	Contribution from GRAT	N/A	N/A
06/13/06	10,000	Open Market Purchase	PF	$299,800
01/01/07	42,000	Stock Grant	N/A	N/A
03/31/07	77,883	Distribution to G.Darden	N/A	N/A
03/31/07	8,464	Gift	N/A	N/A
05/03/07	34,725	Distribution to G.Darden	N/A	N/A
05/10/07	(112,608)	Contribution to GRAT	N/A	N/A
05/10/07	(8,464)	Contribution to GRAT	N/A	N/A
01/02/08	18,237	Stock Grant	N/A	N/A
01/31/08	1,283,817	Stock Dividend	N/A	N/A
02/11/08	33,048	Option Exercise	PF	$121,617
02/20/08	16,470	Stock Grant	N/A	N/A
04/10/08	(2,570)	Gift	N/A	N/A
06/30/08	42,858	Distribution from GRAT	N/A	N/A
06/30/08	60,677	Distribution from GRAT	N/A	N/A
06/30/08	8,652	Gift	N/A	N/A
10/24/08	(500,000)	Contribution to GRAT	N/A	N/A
01/02/09	201,007	Stock Grant	N/A	N/A
	2,427,776

(Page 9 of 16 Pages)

Thomas F. Darden’s acquisitions and dispositions of QRI common stock, commencing with his first acquisition, are detailed in the following schedule, which also shows the source and amount of funds or other consideration paid in the case of all acquisitions:

Transaction Date	Number of Shares Acquired (Disposed of)	Description of Transaction	Source of Funds	Amount of Funds
01/01/98	2,356	Contribution of Assets for Stock	N/A	N/A
03/04/99	240,566	Stock Dividend	N/A	N/A
03/04/99	118,900	Merger Consideration	N/A	N/A
05/06/99	3,500	Open Market Purchase	PF	$23,503
05/07/99	4,000	Open Market Purchase	PF	$27,453
05/10/99	1,000	Open Market Purchase	PF	$7,053
05/11/99	1,000	Open Market Purchase	PF	$7,115
05/12/99	500	Open Market Purchase	PF	$3,528
12/20/99	(5,700)	Gifts	N/A	N/A
12/20/99	5,700	Gifts	N/A	N/A
02/08/00	(5,200)	Gifts	N/A	N/A
04/24/01	465	Open Market Purchase	PF	$6,027
12/31/02	(1,230)	Gifts	N/A	N/A
02/01/02	5,100	Stock Grant	N/A	N/A
03/07/02	11,428	Option Exercise	PF	$99,995
03/05/03	(912)	Gifts	N/A	N/A
06/30/04	381,473	Stock Dividend	N/A	N/A
02/08/05	6,092	Stock Grant	N/A	N/A
02/11/05	162,712	Option Exercise	PF	$300,008
03/02/05	(115,000)	Contribution to GRAT	N/A	N/A
06/30/05	408,375	Stock Dividend	N/A	N/A
12/22/05	(33,000)	Gifts	N/A	N/A
01/26/06	22,000	Stock Grant	N/A	N/A
03/24/06	59,523	Option Exercise	PF	$453,541
03/27/06	74,996	Distribution from GRAT	N/A	N/A
05/03/06	(74,996)	Contribution to GRAT	N/A	N/A
12/20/06	(10)	Gift	N/A	N/A
01/01/07	42,000	Stock Grant	N/A	N/A
03/31/07	87,568	Distribution from GRAT	N/A	N/A
03/31/07	8,464	Gift	N/A	N/A
04/14/07	32,178	Distribution from GRAT	N/A	N/A
05/10/07	(119,746)	Contribution to GRAT	N/A	N/A
05/10/07	(8,464)	Contribution to GRAT	N/A	N/A
01/02/08	18,237	Stock Grant	N/A	N/A
01/31/08	1,333,875	Stock Dividend	N/A	N/A
02/20/08	16,470	Stock Grant	N/A	N/A
05/13/08	(10)	Gift	N/A	N/A
06/30/08	42,384	Distribution from GRAT	N/A	N/A
06/30/08	64,254	Distribution from GRAT	N/A	N/A
06/30/08	8,652	Gift	N/A	N/A
10/24/08	(115,290)	Contribution to GRAT	N/A	N/A
01/02/09	201,007	Stock Grant	N/A	N/A
	2,885,217

(Page 10 of 16 Pages)

Anne Darden Self’s acquisitions and dispositions of QRI common stock, commencing with her first acquisition, are detailed in the following schedule, which also shows the source and amount of funds or other consideration paid in the case of all acquisitions:

Transaction Date	Number of Shares Acquired (Disposed of)	Description of Transaction	Source of Funds	Amount of Funds
01/01/98	2,356	Contribution of Assets for Stock	N/A	N/A
03/04/99	240,567	Stock Dividend	N/A	N/A
03/04/99	114,450	Merger Consideration	N/A	N/A
12/20/99	(15,600)	Gifts	N/A	N/A
12/20/99	5,700	Gifts	N/A	N/A
02/08/00	(17,100)	Gifts	N/A	N/A
02/01/01	3,400	Stock Grant	N/A	N/A
08/31/01	10,000	Warrant Exercise	PF	$125,000
06/30/04	343,773	Stock Dividend	N/A	N/A
02/08/05	2,125	Stock Grant	N/A	N/A
03/14/05	(115,000)	Contribution to GRAT	N/A	N/A
06/30/05	287,336	Stock Dividend	N/A	N/A
08/23/05	(525)	Gifts	N/A	N/A
01/26/06	9,000	Stock Grant	N/A	N/A
02/24/06	12,501	Option Exercise	PF	$66,839
03/27/06	67,591	Distribution from GRAT	N/A	N/A
05/03/06	(67,591)	Contribution to GRAT	N/A	N/A
01/01/07	7,000	Stock Grant	N/A	N/A
03/31/07	79,516	Distribution from GRAT	N/A	N/A
03/31/07	8,464	Gift	N/A	N/A
05/03/07	33,772	Distribution from GRAT	N/A	N/A
05/10/07	(113,288)	Contribution to GRAT	N/A	N/A
05/10/07	(8,464)	Contribution to GRAT	N/A	N/A
12/24/07	(400)	Gift	N/A	N/A
01/02/08	2,300	Stock Grant	N/A	N/A
01/31/08	891,883	Stock Dividend	N/A	N/A
02/08/08	17,256	Option Exercise	PF	$63,502
06/30/08	41,682	Distribution from GRAT	N/A	N/A
06/30/08	61,017	Distribution from GRAT	N/A	N/A
06/30/08	8,652	Gift	N/A	N/A
10/24/08	(611,351)	Contribution to GRAT	N/A	N/A
01/02/09	25,936	Stock Grant	N/A	N/A
	1,326,958

Item 5.   Interest in Securities of the Issuer.

(a)-(b)  Reporting Persons

QELP

QELP beneficially owns 41,677,288 shares of the common stock of QRI, which constitutes approximately 24.9% of the outstanding shares of the common stock of QRI.  QELP’s percentage of beneficial ownership was calculated by dividing the total number of shares of common stock beneficially owned by 166,870,164, which represents the total number of shares of QRI common stock outstanding as of October 31, 2008, according to the quarterly report on Form 10-Q of QRI for the quarterly period ended September 30, 2008, filed with the Securities and Exchange Commission on November 6, 2008.  QELP has the sole power to vote or to direct the vote of 41,677,288 shares of QRI common stock, and the sole power to dispose or to direct the disposition of  41,677,288 shares of QRI common stock.

(Page 11 of 16 Pages)

Pennsylvania

In its capacity as the sole general partner of QELP, Pennsylvania may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 41,677,288 shares of QRI common stock, which constitutes approximately 24.9% of the outstanding shares of the common stock.  As the sole general partner of QELP, Pennsylvania has the sole power to vote or to direct the vote of  41,677,288 shares of QRI common stock, and the sole power to dispose or to direct the disposition of 41,677,288 shares of QRI common stock.

Glenn Darden

As a member of Pennsylvania, Glenn Darden may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 41,677,288 shares of QRI common stock held by QELP, which constitutes approximately 24.9% of the outstanding shares of QRI common stock. Mr. Darden shares the power to vote and dispose of these shares as a member of Pennsylvania. Mr. Darden disclaims beneficial ownership of the 41,677,288 shares of QRI common stock owned by QELP, except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of QELP, as a shareholder of Mercury Production Company and as a member of Pennsylvania.

Mr. Darden has the sole power to vote or to direct the vote of 3,283,585 shares of QRI common stock (or approximately 1.9% of its outstanding shares), including the shares subject to the options described below, 26,102 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan as of December 31, 2008, 681,467 shares held in grantor retained annuity trusts and 299,127 shares of unvested restricted stock.  Mr. Darden has the sole power to dispose or direct the disposition of 2,984,458 shares, including the shares subject to the options described below, the 681,467 shares held in grantor retained annuity trusts and the 26,102 shares represented by units in the Unitized Stock Fund through the QRI 401(k) plan.

Mr. Darden owns options to purchase 148,240 shares of QRI common stock that were vested or will vest within 60 days following January 7, 2009. Such options were issued to Mr. Darden under the QRI 1999 Stock Option and Retention Stock Plan and the QRI Amended and Restated 2006 Equity Plan.

Together, QELP’s shares, Mr. Darden’s directly held shares, his options to purchase shares of QRI common stock, the shares held in grantor retained annuity trusts and his 401(k) plan shares represent 26.9% of the total issued and outstanding shares of QRI.

Thomas F. Darden

As a member of Pennsylvania, Thomas F. Darden may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 41,677,288 shares of QRI common stock held by QELP, which constitutes approximately 24.9% of the outstanding shares of QRI common stock. Mr. Darden shares the power to vote and dispose of these shares as a member of Pennsylvania. Mr. Darden disclaims beneficial ownership of the 41,677,288 shares of QRI common stock owned by QELP, except to the extent of his pecuniary interest in them arising from his ownership interest as a limited partner of QELP, as a shareholder of Mercury Production Company and as a member of Pennsylvania.

Mr. Darden has the sole power to vote or direct the vote of 3,400,656 shares of QRI common stock (or approximately 2.0% of its outstanding shares), including the shares subject to the options as described below, 29,334 shares subject to the restricted stock units that will vest within 60 days following January 7, 2009, 95,743 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan as of December 31, 2008, 307,456 shares held in grantor retained annuity trusts, 299,127 shares of unvested restricted stock and 29,334 shares subject to restricted stock units that will vest within 60 days following January 7, 2009.  Mr. Darden has the sole power to dispose of or direct the disposition of 3,101,529 shares, including the shares subject to the options described below, 29,334 shares subject to the restricted stock units that will vest within 60 days following January 7, 2009, 307,456 shares held in grantor retained annuity trusts and 95,743 shares represented by units in a Unitized Stock Fund through the QRI 401(k) plan.

(Page 12 of 16 Pages)

Mr. Darden owns options to purchase 112,240 shares of QRI common stock that were vested or will vest within 60 days following January 7, 2009. Such options were issued to Mr. Darden under the QRI 1999 Stock Option and Retention Stock Plan and the QRI Amended and Restated 2006 Equity Plan.

Together, QELP’s shares, Mr. Darden’s directly held shares, his options to purchase shares of QRI common stock, the shares held in grantor retained annuity trusts, and his 401(k) plan shares represent 27.0% of the total issued and outstanding shares of QRI.

Anne Darden Self

As a member of Pennsylvania, Anne Darden Self may, pursuant to Rule 13d-3 of the Act, be deemed to be the beneficial owner of 41,677,288 shares of QRI common stock held by QELP, which constitutes approximately 24.9% of the outstanding shares of QRI common stock. Ms. Self shares the power to vote and to dispose of these shares as a member of Pennsylvania. Ms. Self disclaims beneficial ownership of the 41,677,288 shares of QRI common stock owned by QELP, except to the extent of her pecuniary interest in them arising from her ownership interest as a limited partner of QELP, as a shareholder of Mercury Production Company and as a member of Pennsylvania.

Ms. Self has the sole power to vote or direct the vote of 2,222,978 shares of QRI common stock (or approximately 1.3% of its outstanding shares), including the shares subject to the options described below, 48,022 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan as of December 31, 2008, 793,838 shares held in grantor retained annuity trusts and 49,003 shares of unvested restricted stock as of January 7, 2009.  Ms. Self has the sole power to dispose of or direct the disposition of 2,173,975 shares, including the shares subject to the options described below, the 793,838 shares held in grantor retained annuity trusts and the 48,022 shares represented by units in a Unitized Stock Fund held through the QRI 401(k) plan.

Ms. Self owns options to purchase 54,160 shares of QRI common stock that were vested or will vest within 60 days following January 7, 2009. Such options were issued to Ms. Self under the QRI 1999 Stock Option and Retention Stock Plan and the QRI Amended and Restated 2006 Equity Plan.

Together, QELP’s shares, Ms. Self’s directly held shares, her options to purchase shares of QRI common stock, the shares held in grantor retained annuity trusts and her 401(k) plan shares represent 26.3% of the total issued and outstanding shares of QRI.

To the best of the knowledge of the Reporting Persons, other than as set forth above, none of the persons named in Item 2 herein is the beneficial owner of any shares of QRI common stock.

(c) Except as set forth in this Amendment No.3 to Section 13D, to the best of the knowledge of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the shares of QRI common stock during the past sixty (60) days.

(Page 13 of 16 Pages)

(d) The Reporting Persons affirm that no person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of QRI common stock owned by the Reporting Persons.

(e) N/A.

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

As detailed in the following table, QELP, Glenn Darden, Thomas F. Darden and Anne Darden Self have pledged portions of their directly owned shares of QRI common stock to financial institutions to secure loans made under credit facilities established by the Reporting Persons.  The occurrence of an event of default under a Reporting Person’s credit facility could result in the Reporting Person’s loss of voting power and investment power with respect to the shares pledged to secure such credit facility.

Reporting Person	Number of Pledged Shares	Date of Credit Facility	Financial Institution
QELP	5,091,778	October 28, 2008	JPMorgan Chase Bank, N.A.
	3,630,861	November 3, 2005	Citigroup Global Markets Inc.
	5,233,744*	August 29,2008	Goldman, Sachs & Co.
Glenn Darden	282,712	April 30, 2005	Citigroup Global Markets Inc.
	561,000	September 14, 2007	Citigroup Global Markets Inc.
Thomas F. Darden	2,483,142	January 3, 2008	Frost National Bank
Anne D. Self	20,000*	July 12, 2004	Citigroup Global Markets Inc.
	80,000*	April 8, 2008	JPMorgan Chase Bank, N.A.

*Represents shares pledged as collateral security in accordance with a margin account for which there was no outstanding balance as of January 7, 2009.

As indicated in Item 5 above, each of Glenn Darden, Thomas F. Darden and Anne Darden Self is a holder of options issued under the QRI 1999 Stock Option and Retention Stock Plan and the QRI Amended and Restated 2006 Equity Plan. To the best knowledge of the Reporting Persons, none of the persons named in response to paragraph (a) has any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of QRI, except as set forth above.

Item 7. Material to be Filed as Exhibits

Exhibit A Joint Filing Statement (filed herewith).

(Page 14 of 16 Pages)

Signatures

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

Dated:  January 7, 2009

QUICKSILVER ENERGY, L.P.
By:	PENNSYLVANIA MANAGEMENT, LLC, general partner
By:	/s/ Anne Darden Self
	Anne Darden Self, Manager
PENNSYLVANIA MANAGEMENT, LLC
By:	/s/ Anne Darden Self
	Anne Darden Self, Manager
/s/ Glenn Darden
Glenn Darden
/s/ Thomas F. Darden
Thomas F. Darden
/s/ Anne Darden Self
Anne Darden Self

(Page 15 of 16 Pages)

Exhibit A

Joint Filing Statement

We, the undersigned, hereby express our agreement that the attached Schedule 13D is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to each of the other persons signatory hereto, at the principal office thereof.

Dated:  January 7, 2009

QUICKSILVER ENERGY, L.P.
By:	PENNSYLVANIA MANAGEMENT, LLC, general partner
By:	/s/ Anne Darden Self
	Anne Darden Self, Manager
PENNSYLVANIA MANAGEMENT, LLC
By:	/s/ Anne Darden Self
	Anne Darden Self, Manager
/s/ Glenn Darden
Glenn Darden
/s/ Thomas F. Darden
Thomas F. Darden
/s/ Anne Darden Self
Anne Darden Self

(Page 16 of 16 Pages)