This study examined the relationship between audit fees and audit quality of listed companies in the downstream sector of the Nigerian petroleum industry. In order to achieve this objective, a total of nine (9) listed companies in the downstream sector of Nigerian Petroleum Industry were selected. Secondary data used for the study was extracted from the annual reports of the selected companies for eight (8) financial years (2007-2014). Audit quality which is the dependent variable was regressed on audit fees alongside leverage and age as control variables using the binary logit regression method. Finding shows that audit fee has a negative significant relationship with audit quality, while leverage also has an inverse relationship but was not significant. Firm age, on its part, had a positive sign and significantly associated with audit quality. It was therefore concluded that high audit fees have the likelihood of compromising auditors' independence, thereby, resulting in lower audit quality. The study recommends that regulators of the auditing practice should adopt measures that would regulate and monitor the audit pricing process in order to strike a balance that would curtail overcharging and or under-charging which evidence shows could impair the independence of the auditor, thereby affect audit quality.