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 * Cornell Paul J   2. Issuer Name and Ticker or Trading Symbol Quintana Maritime LTD [QMAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 601 JEFFERSON, SUITE 3600 3. Date of Earliest Transaction (Month/Day/Year) 12/23/2005 (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 (1) 12/23/2005   A   27,500 A (1) 55,000 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

Phantom Stock (2)

(3)

12/23/2005

D(4)

5,000

02/15/2006

02/15/2006

Common Stock

5,000

(3)

0

D

Phantom Stock (2)

(3)

12/23/2005

D(4)

5,000

02/15/2007

02/15/2007

Common Stock

5,000

(3)

0

D

Phantom Stock (2)

(3)

12/23/2005

D(4)

5,000

02/15/2008

02/15/2008

Common Stock

5,000

(3)

0

D

Phantom Stock (2)

(3)

12/23/2005

D(4)

12,500

02/15/2009

02/15/2009

Common Stock

12,500

(3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Cornell Paul J 601 JEFFERSON, SUITE 3600 HOUSTON, TX 77002			Chief Financial Officer

Signatures

Paul J. Cornell		12/27/2005
**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)	Effective December 23, 2005, the Board of Directors of the Company canceled outstanding phantom stock awards and awarded an equivalent number of shares of restricted stock. The stock will vest 5,000 shares each on February 15 of 2006, 2007, and 2008, while 12,500 shares vest on February 15, 2009.
(2)	The phantom stock was granted to the reporting person under the issuer?s long term incentive plan.
(3)	The phantom stock would have been paid in cash based on the average closing price of the common shares for the 20 trading days immediately preceding the date of vesting.
(4)	Effective December 23, 2005, the Board of Directors of the Company canceled outstanding phantom stock awards and awarded an equivalent number of shares of restricted stock.

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