Ben Spies qualified sixth for the Malaysian MotoGP at Sepang, when he'll join Casey Stoner and Cal Crutchlow on the second row of the grid.
Spies had been in contention for fourth place and looked as though he could challenge for a front row start before the pace increased in the closing stages.
The American rider admitted he 'didn't have enough' to break into the top three on his Factory Yamaha M1.
“Qualifying was good, we had good pace in early in the session but when it came down to putting in that one fast lap we didn't quite have enough,” said Spies.
“We also wanted to bring the bike back in one piece and not a broken one like we've done a few times this year.
“We're looking forward to tomorrow and getting stuck into the race.”