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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person * WAGGONER J VIRGIL   2. Issuer Name and Ticker or Trading Symbol CRIMSON EXPLORATION INC. [CXPO.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 6605 CYPRESSWOOD DRIVE, SUITE 250 3. Date of Earliest Transaction (Month/Day/Year) 05/29/2007 (Street) HOUSTON, TX 77379 4. If Amendment, Date 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 (City) (State) (Zip) 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 05/29/2007(5)   C   291,247 A $ 20 (1) 1,215,580 (4) D   Common Stock 05/29/2007(5)   C   428,572 A $ 3.5 (2) 1,644,152 (4) D

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series E Cumulative Convertible Preferred Stock

(1)

05/29/2007(5)

C

9,000

(3)

(3)

Common Stock

291,247

$ 0

0

D

Series H Convertible Preferred Stock

(2)

05/29/2007(5)

C

3,000

(3)

(3)

Common Stock

428,572

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WAGGONER J VIRGIL 6605 CYPRESSWOOD DRIVE SUITE 250 HOUSTON, TX 77379		X

Signatures

Stephen W. Schoppe, Attorney-in-Fact for J. Virgil Waggoner		06/01/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The common stock received upon conversion of the 9,000 shares of Series E Cumulative Convertible Preferred Stock is based on $500 per share of preferred stock, divided by the $20 per share conversion price, or $9.00 per share in the case of accrued dividends ($596,220.00) on the preferred stock. The conversion resulted in the acquisition of 254,811 shares of common stock.
(2)	The common stock received upon conversion of the 3,000 shares of Series H Preferred Stock is based on $500 per share of preferred stock, divided by the $3.50 per share conversion price. The conversion resulted in the acquisition of 428,572 shares of common stock.
(3)	The preferred stock was convertible into common stock at any time, and had no expiration date.
(4)	Share numbers in this Form 4 reflect a 10-for-1 reverse stock split which became effective September 2006.
(5)	Mr. Waggoner gave notice to the Company on May 18, 2007, of his desire to convert the Series E and Series F Preferred Stock to Common Stock shares. The Common Stock shares were issued to Mr. Waggoner on May 29, 2007.

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