Form 4 Martin Greg T For: Aug 28 (10K)

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Martin Greg T

(Last)

(First)

(Middle)

600 TRAVIS STREET, SUITE 5200

(Street)

HOUSTON

77002

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Bois d Arc Energy, Inc. [BDE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/28/2008		D⁽¹⁾		35,000	D	$ 21.87 ⁽¹⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2004 Stock Options

$ 6

08/28/2008

D⁽²⁾

115,200

07/16/2005⁽³⁾

06/30/2014

Common Stock

115,200

$ 0

2005 Stock Options

$ 15.55

08/28/2008

D⁽²⁾

35,000

07/01/2010

06/30/2015

Common Stock

35,000

$ 0

2006 Stock Options

$ 16.47

08/28/2008

D⁽²⁾

35,000

07/01/2011

07/01/2016

Common Stock

35,000

$ 0

2007 Stock Options

$ 16.68

08/28/2008

D⁽²⁾

35,000

07/01/2012

07/01/2017

Common Stock

35,000

$ 0

Explanation of Responses:

1. Exchanged pursuant to the merger agreement dated April 30, 2008 by and among Bois d'Arc Energy, Inc. and Stone Energy Corporation. Each share was exchanged for the right to receive $13.65 in cash and 0.165 shares of common stock of Stone Energy Corporation, representing $21.87 per share of consideration based on the closing market value of the Stone Energy Corporation common stock on August 28, 2008.

2. This option to purchase common stock was cancelled pursuant to the merger agreement dated April 30, 2008 by and among Bois d'Arc Energy, Inc. and Stone Energy Corporation. Each option was canceled for the payment of the excess of (i) the number of shares subject to the option multiplied by the merger consideration over (ii) the exercise price multiplied by the number of shares subject to the option. The merger consideration is the right to receive $13.65 in cash and 0.165 shares of common stock of Stone Energy Corporation, representing $21.96 per share of consideration based on the closing market value of the Stone Energy Corporation common stock for the five business days immediately preceding the two business days prior to August 28, 2008 as provided in the merger agreement. 62% of the payment was in cash with 38% paid in shares of the common stock of Stone Energy Corporation.

3. Vest 20% per year starting on 7/16/2005

	Roland O. Burns - P.O.A.	08/29/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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