S-8

As filed with the Securities and Exchange Commission on July 11, 2011

Registration No. 333-              

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

CRIMSON EXPLORATION INC.

(Exact name of registrant as specified in its charter)

Delaware  (State or other jurisdiction of  incorporation or organization) 20-3037840 (I.R.S. Employer Identification No.)

717 Texas Avenue, Suite 2900

Houston, Texas 77002

(713) 236-7400

(Address of principal executive offices, including zip code)

Amended and Restated 2005 Stock Incentive Plan

 (Full title of the plan)

E. Joseph Grady

Senior Vice President and Chief Financial Officer

717 Texas Avenue, Suite 2900

Houston, Texas 77002

(713) 236-7400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Large accelerated filer                               Accelerated filer                                      Non-accelerated filer                                         Smaller Reporting Company    ý

CALCULATION OF REGISTRATION FEE

Title of securities  to be registered	Amount to  be registered	Proposed  maximum  offering price  per share (2)	Proposed  maximum  aggregate  offering price (2)	Amount of  registration fee
Common Stock, $0.001 par value per share	2,000,000 shares (1)	$ 3.69	$ 7,380,000	$ 856.82

(1)  Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) that become issuable under the Amended and Restated 2005 Stock Incentive Plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2)  Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on the average of the high and low prices per share of Common Stock reported on the NASDAQ on July 1, 2011.

EXPLANATORY NOTE

This registration statement (“Registration Statement”) is being filed in accordance with General Instruction E to Form S-8 to register 2,000,000 additional shares of Common Stock of Crimson Exploration Inc. (the “Company” or the “Registrant”) that may be

issued under the Amended and Restated 2005 Stock Incentive Plan, as amended from time to time (the “Plan”).  The contents of the Registrant’s Form S-8 Registration Statements filed with the Securities and Exchange Commission (the “Commission”) on June 25, 2008 (File No. 333-151902) and on November 20, 2008 (File No. 333-155532) are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the following documents have been filed by the Company with the Commission and are incorporated by reference into this Registration Statement and will be deemed to be a part hereof:

(a)           The Company’s Annual Report on Form 10-K, filed with the Commission on March 18, 2011, for the fiscal year ended December 31, 2010.

(b)           The Company’s Quarterly Report on Form 10-Q, filed with the Commission on May 12, 2011 for the quarter ended March 31, 2010.

(c)           The Company’s Current Reports on Form 8-K, filed with the Commission on February 23, 2011 (Item 8.01), March 4, 2011 (Items 8.01 and 9.01), April 13, 2011 (Items 8.01 and 9.01), and May 19, 2011 (Item 5.07).

(d)           All other reports filed by the Company with the Commission since December 31, 2010, pursuant to Section 13(a) or 15(d) of the Exchange Act.

(e)           The description of our Common Stock contained in our Registration Statement on Form 8-A/A filed July 26, 2005, including any amendment or report filed for the purpose of updating such description

Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 Item 8.   Exhibits.

Number	Description
4.1	Certificate of Incorporation of Crimson Exploration Inc., including Certificates of Designation, Preferences and Rights of the Series D Preferred Stock, Series E Cumulative Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock of Crimson Exploration Inc. (incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005).
4.2	Certificate of Amendment of Certificate of Incorporation of Crimson Exploration Inc. (incorporated by reference to the Appendix to our Definitive Information Statement filed August 18, 2006).
4.3	Bylaws of Crimson Exploration Inc. (incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005).
4.4	Form of Common Stock Certificate (incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005).
4.5	Letter Agreement by and among GulfWest Energy Inc., a Texas corporation, GulfWest Oil & Gas Company and the investors listed on the signature page thereof, dated April 22, 2004 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 10, 2004)

4.6	Shareholders Rights Agreement between GulfWest Energy Inc. and OCM GW Holdings, LLC dated February 28, 2005 (incorporated by reference to Exhibit 99(e) of the Schedule 13D, Reg. No. 005-54301, filed on March 10, 2005)
4.7	Omnibus and Release Agreement among GulfWest Energy Inc., OCM GW Holdings, LLC and those signatories set forth on the signature page thereto, dated as of February 28, 2005 (incorporated by reference to Exhibit 99(f) of the Schedule 13D, Reg. No. 005-54301, filed on March 10, 2005)
4.8	Waiver, Consent and First Amendment to the Shareholders Rights Agreement, dated as of December 7, 2009, between Crimson Exploration Inc. and OCM GW Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 10, 2009)
4.9	Termination Agreement, dated as of December 7, 2009, between Crimson Exploration Inc. and OCM GW Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed December 10, 2009)
4.10	Registration Rights Agreement between Crimson Exploration Inc. and America Capital Energy corporation, dated as of December 22, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 28, 2010)
5.1	Opinion of Vinson & Elkins LLP as to the legality of the shares being registered.
23.1	Consent of Vinson & Elkins LLP (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP, filed herewith
23.3	Consent of Netherland, Sewell & Associates, Inc., filed herewith
24.1	Power of Attorney (included on signature page of this Registration Statement)

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 11th day of July, 2011.

CRIMSON EXPLORATION INC.
By:	/s/ E. Joseph Grady
	E. Joseph Grady
	Senior Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.  Each person whose signature appears below authorizes and appoints E. Joseph Grady as his attorney-in-fact to execute in the name of such person and to file any amendments to this Registration Statement necessary or advisable to enable the Registrant to comply with the Securities Act and any rules, regulations and requirements of the registration of the securities which are the subject of this Registration Statement, which amendments may make such changes in the Registration Statement as such attorney-in-fact may deem appropriate.

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Allan D. Keel Allan D. Keel	President, Chief Executive Officer and Director (principal executive officer)	July 8, 2011
/s/ E. Joseph Grady E. Joseph Grady	Senior Vice President and Chief Financial Officer (principal financial officer)	July 8, 2011
________________________________ B. James Ford	Director	July 8, 2011
/s/ Lon McCain Lon McCain	Director	July 8, 2011
/s/ Lee B. Backsen Lee B. Backsen	Director	July 8, 2011
________________________________ Adam C. Pierce	Director	July 8, 2011
/s/Cassidy J. Traub Cassidy J. Traub	Director	July 8, 2011
/s/ Ni Zhaoxing Ni Zhaoxing	Director	July 8, 2011

INDEX TO EXHIBITS

Number	Description
4.1	Certificate of Incorporation of Crimson Exploration Inc., including Certificates of Designation, Preferences and Rights of the Series D Preferred Stock, Series E Cumulative Convertible Preferred Stock, Series G Convertible Preferred Stock and Series H Convertible Preferred Stock of Crimson Exploration Inc. (incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005).
4.2	Certificate of Amendment of Certificate of Incorporation of Crimson Exploration Inc. (incorporated by reference to the Appendix to our Definitive Information Statement filed August 18, 2006).
4.3	Bylaws of Crimson Exploration Inc. (incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005).
4.4	Form of Common Stock Certificate (incorporated by reference to the exhibits to our Current Report on Form 8-K filed July 5, 2005).
4.5	Letter Agreement by and among GulfWest Energy Inc., a Texas corporation, GulfWest Oil & Gas Company and the investors listed on the signature page thereof, dated April 22, 2004 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 10, 2004)

4.6	Shareholders Rights Agreement between GulfWest Energy Inc. and OCM GW Holdings, LLC dated February 28, 2005 (incorporated by reference to Exhibit 99(e) of the Schedule 13D, Reg. No. 005-54301, filed on March 10, 2005)
4.7	Omnibus and Release Agreement among GulfWest Energy Inc., OCM GW Holdings, LLC and those signatories set forth on the signature page thereto, dated as of February 28, 2005 (incorporated by reference to Exhibit 99(f) of the Schedule 13D, Reg. No. 005-54301, filed on March 10, 2005)
4.8	Waiver, Consent and First Amendment to the Shareholders Rights Agreement, dated as of December 7, 2009, between Crimson Exploration Inc. and OCM GW Holdings, LLC (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 10, 2009)
4.9	Termination Agreement, dated as of December 7, 2009, between Crimson Exploration Inc. and OCM GW Holdings, LLC (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed December 10, 2009)
4.10	Registration Rights Agreement between Crimson Exploration Inc. and America Capital Energy corporation, dated as of December 22, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 28, 2010)
5.1	Opinion of Vinson & Elkins LLP as to the legality of the shares being registered.
23.1	Consent of Vinson & Elkins LLP (included in Exhibit 5.1)
23.2	Consent of Grant Thornton LLP, filed herewith
23.3	Consent of Netherland, Sewell & Associates, Inc., filed herewith
24.1	Power of Attorney (included on signature page of this Registration Statement)

EX-5.1

                                                                                                                                     Exhibit 5.1

  ATTORNEYS AT LAW

                                        VINSON & ELKINS L.L.P.

                                        3700 TRAMMELL CROW CENTER

                                        2001 ROSS AVENUE

                                        DALLAS, TEXAS  75201-2975

                                        TELEPHONE (214) 220-7700

                                        FAX (214) 220-7716

                                        www.velaw.com

July 8, 2011

Crimson Exploration Inc.

717 Texas Avenue, Suite 2900

Houston, Texas 77002

Ladies and Gentlemen:

We have acted as counsel for Crimson Exploration Inc., a Delaware corporation (the “Company”), in connection with the Company’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of an aggregate of up to 2,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) on July 11, 2011, which Shares may be issued from time to time in accordance with the terms of the Amended and Restated 2005 Stock Incentive Plan (the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the Company, (v) the Plan, and (vi) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter.  As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete.  In addition, we have assumed that (a) the Shares will be issued in accordance with the terms of the Plan, and (b) the full consideration for each Share will be received by the Company and will not be less than par value for each Share.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Shares have been duly authorized and, when the Shares are issued by the Company in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, which govern the awards to which Shares relate, will be validly issued, fully paid and non-assessable.

This opinion is limited in all respects to the federal laws of the United States of America and the General Corporation Law of the State of Delaware, including the statutory provisions contained therein and all applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting those laws, and we do not express any opinion as to the laws of any other jurisdiction.  We express no opinion as to any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom.  The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

The opinions expressed herein are rendered only to you in connection with the Registration Statement.  The opinions expressed herein may not be relied upon by you for any other purpose, or be furnished to, quoted to or relied upon by any other person, firm or corporation or for any other purpose.

This opinion letter may be filed as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

Vinson & Elkins L.L.P.

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 18, 2011, with respect to the consolidated financial statements and schedule included in the Annual Report on Form 10-K for the year ended December 31, 2010 of Crimson Exploration Inc., which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ GRANT THORNTON LLP

Houston, Texas

July 8, 2011

EX-23.3

EXHIBIT 23.3

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS

As independent petroleum engineers, we hereby consent to the use of the name Netherland, Sewell & Associates, Inc., to references to Netherland, Sewell & Associates, Inc. as independent petroleum engineers, to the inclusion of information contained in our report as of December 31, 2010, and to the inclusion of our report as an exhibit in the Annual Report on Form 10-K for the year ended December 31, 2010, of Crimson Exploration Inc. and in the registration statement on Form S-8 for the registration of 2,000,000 shares of common stock of Crimson Exploration Inc. under its Amended and Restated 2005 Stock Incentive Plan, as well as any amendments thereto.

                                                                 NETHERLAND, SEWELL & ASSOCIATES, INC.

                                                                 By: s\ J. Carter Henson, Jr.

                                                              J. Carter Henson, Jr., P.E.

                                                              Senior Vice President

Houston, Texas

July 8, 2011

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