UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 1129, 2010 (January 27, 2010)

TXCO Resources Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other Jurisdiction of Incorporation)

0-9120	84-0793089
(Commission File Number)	(IRS Employer Identification No.)

777 E. Sonterra Blvd., Suite 350

San Antonio, Texas 78258

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (210) 496-5300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 1.01 Entry~~¨ ~~into~~Soliciting amaterial ~~Material~~pursuant ~~Definitive~~to ~~Agreement~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~On January~~¨ 11, 2010, TXCO Resources Inc. (the “Company”) and its subsidiaries TXCO Energy Corp., Texas Tar Sands Inc., Output Acquisition Corp., Opex Energy, LLC, Charro Energy, Inc., TXCO Drilling Corp., Eagle Pass Well Service, L.L.C., PPL Operating, Inc., Maverick Gas Marketing, Ltd., and MaverickPre-~~Dimmit~~commencement ~~Pipeline, Ltd.~~communications ~~(collectively,~~pursuant ~~“TXCO”), entered into a definitive Purchase and Sale Agreement (the “Agreement”)~~ to ~~sell~~Rule ~~a substantial portion of TXCO’s assets to Newfield Exploration Company and Anadarko E&P Company LP~~ 14d-2(~~together, “Purchasers”~~b) ~~for~~under ~~total consideration of~~ the ~~lesser~~Exchange ofAct (i)17 ~~the~~CFR ~~sum of the amounts sufficient to (a) repay TXCO’s lenders (including TXCO’s debtor~~240.14d-~~in-possession financing and revolver or term loan credit facilities),~~ 2(b) ~~pay all other creditors of TXCO in full, including interest thereon, and (c~~) pay any cure amounts of executory contracts to be assumed by Purchasers (other than certain of Anadarko’s claims which will be waived at closing), or (ii) $310 million in cash, subject to customary purchase price adjustments. Additionally, Newfield has agreed to irrevocably subordinate the rights it has as the holder of claims and interests relating to preferred stock of TXCO for which a notice of redemption was sent to TXCO prior to the filing of TXCO’s bankruptcy petition (as further described below), including rights to payments, recoveries or proceeds to which Newfield or its affiliates may be entitled thereunder, to the rights of the holders of preferred stock of TXCO which did not deliver a notice of redemption to TXCO prior to the filing of TXCO’s bankruptcy petition. Newfield has further agreed to subordinate up to $10,000,000 of its claim and interests in and to such preferred stock to the rights of holders of TXCO’s common stock to receive distribution under TXCO’s plan of reorganization.

~~The~~¨ ~~sale is~~Pre-commencement ~~expected~~communications pursuant to ~~close~~Rule as13e-4(c) ~~early~~under ~~as January 29, 2010, but~~ the ~~economic~~Exchange ~~effective date~~Act of(17 ~~the~~CFR ~~sale will be January 1, 2010~~240. ~~The respective portion of the assets covered by the Agreement to be acquired by Newfield and Anadarko, respectively, will be designated by Purchasers prior to the closing.~~13e-4(c))

~~Under the~~Item ~~terms~~1.03 Bankruptcy ~~of the Agreement, certain assets are excluded from the assets being~~or purchased by Purchasers and will be retained by TXCO, including, among others, TXCO’s drilling rigs, offshore properties, Oklahoma properties, non-operated properties within the Williston Basin, non-operated properties in south Texas outside of Maverick, LaSalle, Zavala and Dimmit Counties, and its interests in the “Dexter Waterflood Unit”, the “Forrest WM B1U” and the “Vinton DomeReceivership.”

~~TXCO~~As previously ~~entered~~disclosed, ~~into~~on aMay ~~definitive~~17, ~~Purchase~~2009, ~~and~~TXCO ~~Sale~~Resources ~~Agreement~~Inc. (the “~~Newfield PSA~~Company”) and onits ~~November~~subsidiaries 6,TXCO ~~2009~~Energy Corp., toTexas ~~sell~~Tar ~~the~~Sands ~~same~~Inc., ~~assets~~Output ~~covered~~Acquisition Corp., byOpex ~~the~~Energy, ~~Agreement~~LLC, ~~to Newfield~~Charro ~~Exploration~~Energy, ~~Company~~Inc., ~~for~~TXCO ~~total~~Drilling ~~consideration~~Corp., ofEagle ~~$223~~Pass ~~million~~Well Service, L. ~~Subsequently~~L.C., ~~TXCO~~PPL ~~entered~~Operating, ~~into~~Inc., aMaverick ~~definitive~~Gas ~~Purchase~~Marketing, Ltd., and ~~Sale~~Maverick-Dimmit ~~Agreement~~Pipeline, Ltd. (~~the~~collectively, “~~Anadarko PSA~~TXCO”) filed onvoluntary ~~December~~petitions ~~31,~~for ~~2009,~~relief tounder ~~sell~~Chapter ~~the~~11 ~~same assets~~of ~~covered by~~ the ~~Agreement~~U.S. ~~to Anadarko E&P Company LP for total~~Bankruptcy ~~consideration~~Code ~~equal~~with to the ~~lesser~~United ofStates ~~(i)~~Bankruptcy $1Court ~~million~~for ~~more than~~ the ~~sum~~Western District of ~~the~~Texas ~~amounts sufficient to~~ (a)the ~~repay TXCO’s lenders (including TXCO’s~~“Bankruptcy ~~debtor-in-possession financing and revolver or term loan credit facilities~~Court”), (~~b) pay~~Case ~~all~~No. ~~other~~09-51807). On ~~creditors~~January ~~of TXCO in full~~11, ~~including interest thereon~~2010, ~~and~~TXCO ~~(c) pay~~entered ~~any~~into ~~cure~~a ~~amounts~~definitive ofPurchase ~~executory~~and ~~contracts~~Sale ~~that~~Agreement ~~were~~(the “Purchase Agreement”) to besell ~~assumed~~a bysubstantial ~~Anadarko (other~~portion ~~than certain~~ of ~~Anadarko~~TXCO’s ~~claims~~assets ~~which were~~ to beNewfield ~~waived~~Exploration ~~at closing), or~~Company (ii“Newfield”) ~~$310 million in cash, subject to customary purchase price~~ ~~adjustments. The~~and ~~board~~Anadarko ofE&P ~~directors~~Company ofLP ~~TXCO has determined that the~~(“Anadarko,” ~~Agreement~~and ~~constitutes~~together awith ~~superior proposal to both the~~ Newfield, ~~PSA~~collectively ~~and~~ the ~~Anadarko~~ ~~PSA~~“Purchasers”). ~~Accordingly~~As a result, TXCO ~~intends~~filed ~~to seek~~ the ~~entry~~Second ofAmended anPlan ~~order~~ of ~~the~~Reorganization ~~Bankruptcy~~for ~~Court~~TXCO Resources ~~authorizing~~Inc., ~~the~~et ~~transactions contemplated by the Agreement~~al. If, ~~the~~Debtors ~~Bankruptcy~~and ~~Court~~Debtors-in-Possession ~~authorizes~~based ~~the~~on ~~transactions~~Sale of ~~contemplated~~Debtors’ byAssets (the ~~Agreement,~~“Plan”) with the ~~Newfield~~Bankruptcy ~~PSA and the Anadarko PSA will be terminated~~Court.

On January 27, 2010, the Bankruptcy Court entered an order (the “Confirmation Order”) confirming the Plan, as modified pursuant to the rulings of the Bankruptcy Court and the agreements of various parties. The Company currently anticipates that the effective date of the Plan will be on or about February 11, 2010 (the “Effective Date”). A copy of the Plan as confirmed by the Bankruptcy Court and the Confirmation Order are attached hereto as Exhibits 2.1 and 99.1, respectively, and are incorporated herein by reference.

Summary of the Plan

The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court. This summary is qualified in its entirety by reference to the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

The Plan provides, among other things, that (i) substantially all of the Debtors’ assets will be sold to the Purchasers pursuant to the Agreement, (ii) most of the remaining assets will be transferred to a liquidating trust (the “Liquidating Trust”) for the benefit of holders of the Company’s equity interests, (iii) one holder of an equity interest in the Company will receive a beneficial interest (the “Beneficial Interest”) in the Liquidating Trust that will entitle such holder to receive distributions from the Liquidating Trust; (iv) the other holders of the Company’s equity interests will be entitled to a distribution prior to any distribution of cash or other assets to the holder of the Beneficial Interest; and (v) all existing equity interests in the Company will be terminated.

The claims and interests in TXCO are divided into 12 classes under the Plan. The Plan provides for payment in full of the Allowed DIP Loan Secured Claim (Class 1), Allowed Secured Claims of holders of Senior Mineral Liens (Class 2), Allowed Secured Claims of Revolver Lenders (Class 3), Allowed Secured Claims of the Term Loan Lenders (Class 4), Allowed Secured Claims of holders of Junior Mineral Liens (Class 5), Allowed Secured Tax Claims (Class 6), Allowed Priority Non-Tax Claims (Class 7), Allowed General Unsecured Claims (Class 8), and Allowed Other Secured Claims (Class 13). Allowed Intercompany Claims (Class 10) will be discharged at the Effective Time.

The Plan provides for the distribution of a Beneficial Interest to holders of Redeemed Preferred Stock (Class 11A). Holders of Preferred Stock (Class 11B) will be paid $7,575,000, and holders of Common Stock (Class 12) will be paid their pro rata share of $10,000,000 as funds become available. Newfield is the sole holder of Redeemed Preferred Stock (Class 11A). The Plan provides that Newfield, as the sole holder of Redeemed Preferred Stock (Class 11A) will receive no distribution on its Beneficial Interest until such time as the holders of Preferred Stock (Class 11B) have been paid in full and the aggregate sum of $10 million has been distributed pro rata to the holders of Common Stock (Class 12).

~~TXCO~~Depending ~~filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the Western District of Texas (the “Bankruptcy Court”)~~ on ~~May 17, 2009. TXCO continues to operate its business as debtor-in-possession under~~ the ~~jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. As debtors-in-possession~~proceeds, ~~TXCO may~~if ~~not engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. Accordingly~~any, ~~the consummation~~ultimately ofreceived ~~the sale of assets to Purchasers contemplated~~ by the ~~Agreement is~~Liquidating ~~subject~~Trust to the entry of a final order of the Bankruptcy Court authorizing the sale. TXCO’s currently proposed Plan of Reorganization contemplated the potential submission of superior proposals to those contained in ~~the~~respect ~~Newfield PSA and the Anadarko PSA, and TXCO intends to file a proposed amended plan~~ of ~~reorganization, to~~ the ~~extent~~assets ~~necessary,~~it ~~incorporating~~will ~~the~~retain ~~terms~~after of the ~~Agreement~~ ~~with~~closing ~~the Bankruptcy Court. Depending on the proceeds, if any, ultimately received in respect~~ of the ~~assets~~transactions ~~which will not be transferred to~~contemplated ~~Purchasers~~by ~~pursuant to~~ the Agreement, the Company anticipates that holders of ~~the~~ ~~Company’s~~Preferred ~~preferred~~Stock (Class 11B) and ~~common~~Common ~~equity~~Stock ~~securities~~(Class 12) may receive some cash or other property in respect of ~~such~~the ~~securities,~~equity ~~but~~interests they held on the Effective Date. However, the amount of cash or other property that may ultimately be received by the holders of ~~the~~Common ~~Company’s~~Stock ~~common equity~~(Class ~~securities~~12) ~~would~~will be limited to $10,000,000 in the aggregate~~. The~~ ~~Company~~and ~~anticipates~~cannot ~~that~~be ~~all~~paid ofuntil ~~its~~the ~~outstanding~~holders of ~~equity~~interests ~~securities~~in ~~will~~the bePreferred ~~cancelled~~Stock ~~under~~(Class ~~the~~11B) ~~plan~~have ofreceived ~~reorganization~~$7,575,000. The Company can make no assurances as to whether the holders of ~~its~~Redeemed ~~preferred~~Preferred Stock (Class 11A), Preferred Stock (Class 11B), or Common ~~common~~Stock ~~equity~~(Class ~~securities~~12) will ultimately receive any cash or other property ~~in respect of such securities~~ or as to the amount, if any, that they may receive in respect thereof. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any Company equity securities. The Record Date for the holders of Common Stock eligible to receive a distribution, if any, from the Liquidating Trust, will be the Effective Date, which is currently anticipated to be on or after February 11, 2010.

~~The~~ Immediately ~~Agreement~~prior ~~contains~~to ~~customary~~the ~~representations,~~confirmation ~~warranties, covenants, and indemnities~~ of ~~TXCO~~the ~~and~~Plan, ~~Purchasers. In~~the ~~addition~~authorized tocapital ~~having~~stock toof ~~obtain~~ the Company ~~Bankruptcy~~consisted ~~Court’s~~of ~~approval~~100,000,000 ~~the~~shares ~~completion~~ of ~~the~~common ~~sale~~stock ofand ~~assets~~10,000,000 toshares of ~~Purchasers~~preferred isstock, ~~subject~~par tovalue ~~various~~$0.01 ~~customary~~per ~~conditions,~~share. ~~including,~~Immediately ~~among~~prior ~~others,~~to the ~~(i)~~confirmation ~~subject~~of tothe ~~certain~~Plan, ~~materiality~~there ~~qualifications~~were 38,315,955 ~~(ii)~~shares ~~the~~of ~~accuracy~~common ofstock, ~~the~~51,909 ~~representations~~shares ~~and~~of ~~warranties~~Series ~~made~~D bypreferred ~~Purchasers~~stock, and ~~TXCO~~15,000 ~~respectively,~~shares ~~(iii) compliance~~of bySeries ~~Purchasers~~E ~~and~~preferred stock ~~TXCO~~issued ~~with~~and ~~their~~outstanding. All ~~respective~~equity ~~obligations~~interests ~~under~~of the ~~Agreement,~~ Company (~~iv)~~including ~~the~~all ~~absence~~outstanding shares of ~~any~~common ~~pending~~stock, ~~lawsuit~~preferred stock, ~~action~~options, warrants or ~~other~~contractual ~~proceeding seeking to restrain~~ or ~~prohibit~~other ~~the~~rights ~~consummation~~to ofacquire ~~the~~any ~~sale~~equity ~~transaction, and (v~~interests) ~~the~~will ~~aggregate~~be cancelled ~~sum of all casualty~~ and ~~condemnation~~extinguished ~~losses~~on ~~not exceeding 10% of~~ the ~~unadjusted~~Effective ~~purchase price~~Date.

~~TXCO has~~Information ~~agreed~~regarding ~~not~~the toassets ~~solicit~~and ~~proposals~~liabilities ~~relating~~of tothe ~~alternative~~Company ~~acquisition~~is ~~transactions~~included in the Monthly orOperating toReport ~~engage~~for inthe ~~negotiations~~month orended ~~discussions~~November ~~with~~30, ~~any~~2009, ~~person~~which ~~who~~is ~~makes~~attached anas ~~unsolicited~~Exhibit ~~acquisition~~99.1 ~~proposal~~to ~~(including~~the ~~providing~~Company’s ~~access~~Current toReport ~~non~~on Form 8-~~public~~K filed with the ~~information~~Securities toand ~~persons~~Exchange ~~that~~Commission ~~have~~on ~~made~~January an8, ~~unsolicited~~2010 ~~acquisition~~and incorporated herein by ~~proposal)~~reference.

The Agreement also contains certain termination rights for each of Purchasers and TXCO, including, among others, Purchasers’ right to terminate (i) if the Bankruptcy Court has not entered an order on or before January 31, 2010 authorizing the sale of the assets to Purchasers, and (ii) if an order of the Bankruptcy Court authorizing the sale of the assets to Purchasers is not final by February 15, 2010.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be filed by amendment to this Current Report on Form 8-K.

Most of TXCO’s filings with the Bankruptcy Court are available to the public at the offices of the Clerk of the Bankruptcy Court or the Bankruptcy Court’s web site (http://www.txwb.uscourts.gov/) or may be obtained through private document retrieval services, or on the web site established by TXCO’s claims and noticing agent (http://cases.administarllc.com/txco). Information contained on, or that can be accessed through, such web sites or the Bankruptcy Court's web site is not part of this report.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements by TXCO (which term, unless otherwise specified or the context otherwise requires, refers to TXCO Resources Inc. and its subsidiaries) of expectations, anticipations, beliefs, plans, intentions, targets, estimates, or projections and similar expressions relating to the future are forward-looking statements within the meaning of these laws. Forward-looking statements in some cases can be identified by their being preceded by, followed by or containing words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” and other similar expressions. Forward-looking statements are based on assumptions and assessments made by TXCO’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of TXCO’s future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements. Except as required by law, TXCO undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements include the following: TXCO’s ability to obtain court approval with respect to motions in the chapter 11 cases prosecuted by TXCO from time to time; TXCO’s ability to consummate the Plan with respect to TXCO’s bankruptcy cases; actions by third party co-owners in properties in which TXCO also owns an interest; operating hazards; environmental concerns affecting the drilling of oil and natural gas wells; impairment of oil and natural gas properties due to depletion or other causes; and other risks referenced from time to time in TXCO’s filings with the Securities and Exchange Commission, including the risk factors listed in Part II, Item 1A, “Risk Factors” in TXCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission on November 9, 2009. The Company can make no assurances as to whether the holders of its preferred or common equity securities will ultimately receive any cash or other property in respect of such securities or as to the amount, if any, that they may receive in respect thereof. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any equity securities.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Plan, all equity interests of the Company, including but not limited to all outstanding shares of common stock, preferred stock, options, warrants or contractual or other rights to acquire any equity interests, will be cancelled and extinguished on the Effective Date. The Record Date for the holders of Common Stock eligible to receive a distribution, if any, from the Liquidating Trust, will be the Effective Date, which is currently anticipated to be on or after February 11, 2010.

In addition, on the Effective Date, the Company intends to file a cease trading request with the Financial Industry Regulatory Authority and Pink OTC Markets Inc. Accordingly, as of the Effective Date, the Company’s common stock will cease trading and be removed from the Pink Sheets quotation system. The Company will file a Form 15 with the Securities and Exchange Commission to deregister its common stock under Section 12(g) of the Exchange Act. The Company’s reporting obligations under the Exchange Act will subsequently be suspended.

Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements include the following: the ability of TXCO to continue as a going concern; TXCO’s ability to satisfy the conditions for drawing on any existing debtor-in-possession financing and to obtain additional debtor-in-possession financing on an interim or final basis; the ability of TXCO to operate pursuant to the terms and conditions of any debtor-in-possession financing and any cash collateral order entered by the Bankruptcy Court in connection with TXCO’s bankruptcy cases; TXCO’s ability to obtain court approval with respect to motions in the chapter 11 cases prosecuted by TXCO from time to time; TXCO’s ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to TXCO’s bankruptcy cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period that TXCO has to propose and confirm a plan of reorganization, for the appointment of a chapter 11 trustee or to convert TXCO’s bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; TXCO’s ability to obtain and maintain normal terms with vendors and service providers; TXCO’s ability to maintain contracts that are critical to its operations; the potential adverse impact of TXCO’s bankruptcy cases on TXCO’s liquidity or results of operations; TXCO’s ability to fund and execute its business plan; TXCO’s ability to attract, motivate and retain key executives and employees; TXCO’s ability to attract and retain vendors and service providers, TXCO’s ability to obtain capital to fund TXCO’s working capital needs; the adequacy of TXCO’s liquidity and its ability to meet its cash commitments, working capital needs, lender and vendor obligations; general market conditions; adverse capital and credit market conditions; the costs and accidental risks inherent in exploring and developing new oil and natural gas reserves; the price for which such reserves and production can be sold; fluctuation in prices of oil and natural gas; the uncertainties inherent in estimating quantities of proved reserves and cash flows; competition; actions by third party co-owners in properties in which TXCO also owns an interest; acquisitions of properties and businesses; operating hazards; environmental concerns affecting the drilling of oil and natural gas wells; impairment of oil and natural gas properties due to depletion or other causes; and hedging decisions, including whether or not to hedge; TXCO’s ability to secure additional financing; and other risks referenced from time to time in TXCO’s filings with the Securities and Exchange Commission, including the risk factors listed in Part II, Item ~~1A, “Risk Factors” in TXCO’s Quarterly Report on~~ ~~Form 10-Q for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission on November~~ 9~~, 2009~~.01 Financial ~~Similarly,~~Statements ~~these~~ and ~~other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of TXCO’s various pre-petition liabilities and TXCO Resources Inc~~Exhibits.’s common stock and preferred stock. No assurance can be given as to what values, if any, will be ascribed in the chapter 11 cases to each of these constituencies. The Company anticipates that all of its outstanding equity securities will be cancelled under the plan of reorganization. The Company can make no assurances as to whether the holders of its preferred or common equity securities will ultimately receive any cash or other property in respect of such securities or as to the amount, if any, that they may receive in respect thereof. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any of these pre-petition liabilities or equity securities.

(d)

Exhibits.

Exhibit No.		Description

2.1		Second Amended Plan of Reorganization for TXCO Resources Inc., et al., as confirmed by the Bankruptcy Court on January 27, 2010.

99.1		Confirmation Order of the Bankruptcy Court.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TXCO Resources Inc.
Date: January 12, 2009	/s/ James E. Sigmon
Date: January 29, 2010	/s/ James E. Sigmon
	James E. Sigmon
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description

2.1		Second Amended Plan of Reorganization for TXCO Resources Inc., et al., as approved by the Bankruptcy Court on January 27, 2010.

99.1		Confirmation Order of the Bankruptcy Court.

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