PROSPECTUS SUMMARY

      This prospectus summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including the historical and pro forma financial statements and the notes to those financial statements. The information presented in this prospectus assumes that the underwriters’ over-allotment option is not exercised. Pro forma financial information presented in this prospectus gives pro forma effect to our formation, our conversion to a Nevada corporation and this offering. For a more detailed description of the pro forma adjustments and assumptions used in preparing the pro forma information, you should read the pro forma financial statements and the accompanying notes appearing elsewhere in this prospectus. You should read “Risk Factors” for information about important factors you should consider before buying our common stock. We include a glossary of some of the terms used in this prospectus in Appendix A.

      We were formed in July 2004 by Bois d’Arc Resources, Ltd., Bois d’Arc Offshore, Ltd., entities affiliated with Wayne L. Laufer, our Chief Executive Officer, and Gary W. Blackie, our President, and participants in their exploration activities, and Comstock Offshore, LLC, a subsidiary of Comstock Resources, Inc., or Comstock. Prior to our formation, the Bois d’Arc entities and Comstock Offshore operated a joint venture to explore for oil and natural gas in the Gulf of Mexico. Prior to the closing of this offering, we will convert from a Nevada limited liability company to a Nevada corporation and change our name to Bois d’Arc Energy, Inc. Unless specifically stated, the information in this prospectus assumes that this conversion has occurred. References in this prospectus to “Bois d’Arc Energy, Inc.,” “we,” “us” or like terms when used in the present tense, prospectively or for historical periods since July 2004 refer to the assets and operations of Bois d’Arc Energy, LLC and, upon its conversion, Bois d’Arc Energy, Inc. and, in each case, its consolidated subsidiaries. References to “our predecessors,” “we,” “us” or like terms and the discussion of our financial and operating results for periods prior to July 2004 refer to the assets and operations that were contributed to Bois d’Arc Energy, LLC in connection with our formation.

Bois d’Arc Energy, Inc.

      We are a growing independent exploration company engaged in the discovery and production of oil and natural gas in the Gulf of Mexico shelf. We focus our operations in the Gulf of Mexico shelf principally because we believe this region has significant undiscovered reserves, in both unexplored and previously explored areas. Additionally, many major integrated and large independent energy companies have redirected their human and financial resources over the last several years away from the Gulf of Mexico shelf to focus on larger projects in the deepwater Gulf of Mexico and other areas of the world. As a result of these trends, as well as improvements in seismic and drilling technology, we believe that the region offers ample exploration and development opportunities.

      During the five-year period ended December 31, 2004, we successfully completed 43 out of the 57 exploration wells that we drilled and 28 out of the 29 development wells that we drilled, for an overall success rate of 83%. During this period, we spent $474.3 million on our acquisition, development and exploration activities and we increased our estimated net proved reserves from approximately 144.8 Bcfe to 305.3 Bcfe and produced an aggregate of 103.9 Bcfe.

      Our proved reserves at December 31, 2004 were 305.3 Bcfe with a PV-10 Value of $996.7 million. Our proved reserves were 83% proved developed and were 63% natural gas on a Bcfe basis. With respect to our proved developed reserves at December 31, 2004, 23% were producing and the remaining 77% were either not producing or behind pipe. Our reserves at December 31, 2004 were approximately 5% below our predecessors’ combined reserves of 321.9 Bcfe at December 31, 2003. In connection with our formation, we performed a comprehensive reserve evaluation of all the proved reserves that were contributed to us. The decrease in proved reserves from our predecessors’ combined reserves at December 31, 2003 resulted from production and certain downward reserve revisions that were partially offset by discoveries. The downward revisions were primarily related to certain proved undeveloped reserves or nonproducing reserves that we determined would not be drilled or developed because these projects do not meet our current rate

of return criteria and are not in our current development plan or have been revised downward based on recent drilling results or production performance of offset wells.

      As of December 31, 2004, we served as operator for approximately 97% of our properties based on the PV-10 Value of the related proved reserves. In March 2005, our net daily natural gas production averaged 48.4 MMcf and our net daily oil production averaged approximately 3,671 Bbls, or a total of 70.4 MMcfe per day. Approximately 69% of our daily production was natural gas on a Bcfe basis. Our pro forma net income was $30.5 million for the year ended December 31, 2004.

Our Business Strategy

      Our goal is to increase shareholder value by investing in exploration and development projects that generate attractive rates of return. We seek to achieve this goal through the following strategies:

      Grow Through Exploration. We focus a substantial portion of our capital investments on exploration activities because we believe that, over the long-term, exploration provides attractive risk-weighted rates of return. From the formation of our joint exploration venture in 1997 through December 31, 2004, our exploration program has achieved an average drilling success rate of 70%, with 59 successful exploration wells out of a total of 84 drilled.

      Focus on the Gulf of Mexico Shelf. We plan to continue to explore for reserves in the Gulf of Mexico shelf. We define the Gulf of Mexico shelf as the area of the Gulf of Mexico extending out to the continental shelf break, which generally occurs at a water depth of approximately 600 feet. This region is a prolific producing area that we believe has substantial future exploration potential due to favorable economic and geologic conditions for finding oil and natural gas, including multiple reservoir formations, and comprehensive geologic and seismic databases.

      Generate Prospects Internally. Substantially all of our oil and natural gas prospects are originated and developed internally through the combined efforts of our technical team. Our regional expertise, combined with a rigorous structural and stratagraphic interpretation of 3-D seismic data integrated with subsurface mapping techniques, promotes the identification of quality drilling prospects.

      Pursue Leasehold Acquisitions. We have been an active participant in the seven central Gulf of Mexico sales held since 1999, and expect to continue a high level of participation in future sales. Since 1999, we have been the high bidder on 53 of 63 blocks on which we have bid, representing an 84% success rate. However, we may not be as successful in future lease sales. In addition to bidding on blocks in the Gulf of Mexico lease sales, we actively pursue exploration prospects through farm-in opportunities and acquisitions of producing and non-producing properties that have exploration potential.

      Operate Core Properties. As of December 31, 2004, we served as operator for approximately 97% of our properties, based on the PV-10 Value of our proved reserves. As operator, we can manage all phases of a project’s drilling and development operations. We believe operating allows us to:

Our Strengths

      We believe that we have a variety of strengths that will help us achieve our business goals.

      Experienced Management and Technical Team. Our management and technical team has an average of 24 years of experience exploring, operating and producing natural gas and oil reserves in the Gulf of Mexico region and has experience in all phases of drilling and completing wells in the Gulf of Mexico.

      Substantial Drilling Inventory. As a result of our experienced technical team and our successful exploration drilling program, we have assembled an inventory of 48 exploratory and 24 developmental

prospects. Our inventory and our degree of operating control provide us with flexibility in project selection and the timing of our drilling projects. We believe there are opportunities to expand our exploration activities on our existing leasehold acreage position, particularly by exploring the deep shelf, which we define as prospects at geologic and drilling depths greater than 15,000 feet.

      Operational Capabilities. We operate almost all of our properties, and believe that by having operational control, we are able to more effectively control our expenses, capital allocation and the timing and method of exploration and development of our properties.

      Technical Approach. Approximately 90% of our drilling prospects have been generated internally by our technical team using advanced technology in analyzing, interpreting and visualizing 3-D seismic data.

      Strong Balance Sheet. After the application of the net proceeds from this offering, we will have little or no debt outstanding. We plan to maintain a conservative balance sheet to preserve our ability to execute our exploration program despite volatility of commodity prices.

Exploration Overview

      Our future growth will be driven primarily by exploration activities. We have 48 identified exploration prospects in our inventory that are located on our leasehold acreage and supported by 3-D seismic. We believe that by adhering to our prospect selection methodology, we have realized high historical exploration success rates. We believe that our inventory, including development wells resulting from new discoveries, will provide us with opportunities to increase our reserves and production over the next three to five years. Under our current drilling budget, we plan to drill approximately 13 of these prospects in 2005. However, the actual number of prospects that we drill over any defined time period will be determined based upon the number of rig days that we have available under our contracts with drilling contractors and the amount of time it takes to drill each prospect selected by our management and technical team.

      As a result of our exploration knowledge and success in the Gulf of Mexico shelf region, we have gradually pursued deeper drilling opportunities on the Gulf of Mexico shelf, which we refer to as deep shelf exploration. Deep shelf wells are located in shallow water areas of the Gulf of Mexico at geologic and drilling depths greater than 15,000 feet. These deep shelf prospects are often higher risk but have higher reserve potential and may qualify for recently enacted federal royalty relief. We have drilled a total of twenty deep shelf wells in the South Pelto and South Timbalier areas of the Gulf of Mexico. Of the twenty deep shelf wells drilled, eleven resulted in completions at geologic and drilling depths below 15,000 feet, seven were completed above 15,000 feet and two were unsuccessful.

Risk Factors

      We face risks in operating our business, including risks that may prevent us from achieving our business strategy. The risks include those relating to the following matters:

      You should consider these risks before investing in our company. For a discussion of the significant risks associated with operating our business or investing in our common stock, please read the section entitled “Risk Factors.”

New Credit Facility

      We intend to enter into a new $175.0 million bank credit facility with The Bank of Nova Scotia and several other banks at the closing of this offering. The new credit facility will provide a four-year revolving credit commitment. Borrowings under the new credit facility will be limited to a borrowing base that will initially be set at $100.0 million. Indebtedness under the new credit facility will be secured by substantially all of our and our subsidiaries’ assets and will be guaranteed by all of our subsidiaries. For a description of our new credit facility, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Our Relationship with Comstock

      In connection with our formation, we issued 59.9% of our equity to and incurred $152.4 million of indebtedness with Comstock, of which $164.0 million was outstanding as of April 15, 2005. We intend to repay this amount out of the net proceeds of this offering. In the event such proceeds are insufficient to repay all amounts under the credit facility provided by Comstock, we intend to borrow any such shortfall under our new credit facility. After the consummation of this offering, Comstock will beneficially own a total of 29,935,761 shares of our common stock, which will represent approximately

46.7% of our outstanding shares. For a description of the formation, please see “Business and Properties — Our Company.”

Conversion to a Corporation

      Prior to the closing of this offering, we will convert from a Nevada limited liability company to a Nevada corporation and change our name to Bois d’Arc Energy, Inc.

      Bois d’Arc Energy, LLC has three classes of membership units — class A, class B and class C units. These units generally differ with respect to their relative priority to distributions and other rights. Only the class A units have voting rights. The class C units were issued to certain officers, managers and consultants pursuant to compensation and incentive arrangements established by the board of managers of Bois d’Arc Energy, LLC. All outstanding units will be converted into shares of our common stock in connection with the conversion to a corporation, other than the class A units, which we will redeem at a price of $1.00 per unit. As all of the taxable income of Bois d’Arc Energy, LLC is passed through to its members, Bois d’Arc Energy, LLC has agreed to pay its members amounts to cover their federal income tax liability on their respective share of taxable income from the company for the period from July 2004, when Bois d’Arc Energy, LLC was formed, to the date of our conversion. We will assume this liability and make such payments after the conversion. For additional information on these transactions, please see “Certain Relationships and Related Party Transactions — Conversion Transactions.”

Our Offices

      Our principal executive offices are located at 600 Travis Street, Suite 6275, Houston, Texas 77002. Our telephone number is (713) 228-0438. We intend to maintain a web site at www.boisdarcenergy.com, which will contain information about us. Our web site and the information contained on it and connected to it will not be deemed incorporated by reference into this prospectus.

The Offering

      Except as otherwise noted, the number of shares to be outstanding after this offering includes 2,145,000 restricted shares issued under our long-term incentive plan but excludes 2,800,000 shares of common stock that are issuable upon exercise of outstanding options as of April 15, 2005.

Summary Historical and Pro Forma Financial Information

      The following tables set forth summary historical financial data as of and for the periods indicated and summary pro forma financial data for the year ended December 31, 2004. The combined statement of operations data for the years ended December 31, 2002 and 2003 and the period from January 1, 2004 to July 15, 2004 is derived from our predecessors’ audited financial statements included elsewhere in this prospectus. The consolidated statement of operations data for the period from inception (July 16, 2004) to December 31, 2004 is derived from our audited financial statements included elsewhere in this prospectus. The summary unaudited pro forma information set forth below is derived from our unaudited pro forma financial statements included elsewhere in this prospectus and should be read in conjunction with those statements including the notes thereto. The pro forma results reflect the combined results of us and our predecessors for 2004, our conversion to a corporation and this offering and the application of proceeds therefrom. The unaudited pro forma financial information is not necessarily indicative of the results that actually would have been achieved during 2004 or that may be achieved in the future. The summary historical and pro forma financial information set forth below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our and our predecessors’ financial statements and the notes to those financial statements included elsewhere in this prospectus.

Statement of Operations Data:

Other Financial Data:

Balance Sheet Data:

Summary Historical Reserve and Operating Data

      The following tables present summary information regarding our estimated net proved oil and natural gas reserves as of December 31, 2002, 2003 and 2004, and our historical operating data for the years ended December 31, 2002, 2003 and 2004. All calculations of estimated net proved reserves have been made in accordance with the rules and regulations of the Securities and Exchange Commission, or the SEC, and, except as otherwise indicated, give no effect to federal or state income taxes. The December 31, 2004 estimates of net proved reserves are based on a reserve report prepared by Lee Keeling and Associates, Inc., our independent petroleum consultants. Appendix B to this prospectus contains a letter prepared by Lee Keeling and Associates, Inc. summarizing the reserve report. For additional information regarding our reserves, please read the section of this prospectus entitled “Business and Properties — Oil and Natural Gas Reserves” and note 12 to our financial statements.

Reserve Data:

     Our reserves at December 31, 2004 were approximately 5% below our predecessors’ combined reserves of 321.9 Bcfe at December 31, 2003. In connection with our formation, we performed a comprehensive reserve evaluation on all the proved reserves that were contributed to us. The decrease in proved reserves from our predecessors’ combined reserves at December 31, 2003 resulted from production and certain downward reserve revisions that were partially offset by discoveries. The downward revisions were primarily related to certain proved undeveloped reserves or nonproducing reserves that we determined would not be drilled or developed because these projects do not meet our current rate of return criteria and are not in our current development plan or have been revised downward based on recent drilling results or production

performance of offset wells. In addition, during the three-year period ended December 31, 2003, our predecessors’ combined proved reserve estimates reflected downward reserve revisions attributable to well performance which averaged 4% per year.

Operating Data: