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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(Print or Type Responses)

1. Name and Address of Reporting Person * Grady E Joseph   2. Issuer Name and Ticker or Trading Symbol CRIMSON EXPLORATION INC. [CXPO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP & CFO (Last) (First) (Middle) C/O CRIMSON EXPLORATION INC., 717 TEXAS AVENUE, SUITE 2900 3. Date of Earliest Transaction (Month/Day/Year) 02/18/2011 (Street) HOUSTON, TX 77002 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 02/26/2011   F(1)   5,758 D $ 4.36 206,652 D   Common Stock 03/09/2011   A(2)   58,000 A $ 0 264,652 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

Employee Stock Option (right to buy)

$ 9.7

02/18/2011

D

90,000

(3)

04/01/2016

Common Stock

90,000

(4)

0

D

Employee Stock Option (right to buy)

$ 5

02/18/2011

A

90,000

(4)

02/18/2021

Common Stock

90,000

(4)

90,000

D

Employee Stock Option (right to buy)

$ 12.5

02/18/2011

D

135,000

(3)

04/01/2016

Common Stock

135,000

(4)

0

D

Employee Stock Option (right to buy)

$ 5

02/18/2011

A

135,000

(4)

02/18/2021

Common Stock

135,000

(4)

135,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Grady E Joseph C/O CRIMSON EXPLORATION INC. 717 TEXAS AVENUE, SUITE 2900 HOUSTON, TX 77002			Senior VP & CFO

Signatures

/s/ William Austin, Legal Counsel		03/11/2011
**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)	Withholding of stock to satisfy tax withholding obligations.
(2)	The reporting person was awarded 58,000 shares of restricted stock of the Issuer pursuant to a discretionary long-term equity award. Of these shares of restricted stock, 25% will vest on each of March 9, 2012, 2013, 2014 and 2015 should the reporting person remain an employee of the Company on the pertinent vesting date absent earlier vesting pursuant to the terms of restricted stock award agreement.
(3)	The option provided for vesting in four annual installments (15% the first year, 25% the second year, 25% the third year and 35% the fourth year) beginning February 28, 2006.
(4)	On February 18, 2011, the Issuer cancelled, pursuant to the Issuer's option exchange program, vested options for 225,000 shares of Issuers common stock granted to the reporting person on February 28, 2005. In exchange, the reporting person received an unvested replacement option for 225,000 shares, having an exercise price of $5.00 per share. The option vests in four equal annual installments beginning February 18, 2012.
Remarks: This Form 4 has been signed by William Austin, Legal Counsel of Crimson Exploration Inc., on behalf of Mr. Grady, pursuant to an instrument of Power of Attorney, dated March 10, 2011.  The authority granted pursuant to such instrument is to remain in effect until rescinded in writing by Mr. Grady.

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