UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

~~Pursuant~~SECTION ~~to Section~~ 13 orOR 15(dD) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~report (Date of earliest event reported): February 16, 2010 (February 11, 2010)

~~(Date of~~Reorganized ~~earliest~~TXCO, ~~event reported)~~Inc.

~~February~~(Exact 4,Name ~~2010~~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.)

c/o FTI Consulting, Inc.

2001 Ross Avenue, Suite 400

Dallas, Texas 75201

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (214) 397-1600

TXCO Resources Inc.

~~(Exact~~777 ~~name~~E. ofSonterra ~~registrant~~Blvd., asSuite ~~specified in its charter)~~350

Delaware	0-9120	84-0793089
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)

San Antonio, Texas 78258

777 E. Sonterra Blvd., Suite 350
San Antonio, Texas	78258
(Address of principal executive offices)	(Zip Code)

(Former Name and Former Address, if Changed Since Last Report)

(210) 496-5300

(Registrant's telephone number,

including area code)

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 81.01 ~~Other~~ Entry into a Material ~~Events~~Definitive Agreement.

OnAs ~~February~~previously 4disclosed, on January 11, 2010, Reorganized TXCO, Inc. (formerly known as TXCO Resources Inc.) (the "“Company"”), and its subsidiaries ~~(collectively,~~ ~~the~~TXCO ~~"Debtors")~~Energy Corp., asTexas ~~required~~Tar inSands ~~connection~~Inc., ~~with~~Output ~~the Debtors' cases~~Acquisition ~~(Case No~~Corp., ~~09-51807~~Opex ~~through~~Energy, ~~09-51817)~~LLC, ~~under~~Charro ~~chapter~~Energy, 11Inc., ofTXCO ~~the~~Drilling ~~United~~Corp., ~~States~~Eagle Pass ~~Bankruptcy~~Well ~~Code~~Service, ~~(the~~L.L.C., ~~"Bankruptcy~~PPL ~~Code")~~Operating, ~~filed~~Inc., anMaverick ~~unaudited~~Gas ~~consolidated~~Marketing, ~~Monthly~~Ltd., and ~~Operating~~Maverick-Dimmit ~~Report~~Pipeline, ~~for~~Ltd. ~~the~~(collectively, ~~period~~“TXCO”) entered ~~ended~~into ~~December~~a ~~31,~~definitive ~~2009~~Purchase and Sale Agreement (the ~~"Monthly Operating~~“Purchase ~~Report"~~Agreement”) to ~~with~~sell ~~the~~a ~~United~~substantial ~~States~~portion ~~Bankruptcy~~of ~~Court~~TXCO’s ~~for~~assets ~~the~~to ~~Western~~Newfield ~~District~~Exploration ofCompany ~~Texas~~ (~~the "Bankruptcy Court"~~“Newfield”)~~. A~~ and ~~copy~~Anadarko ofE&P ~~the~~Company ~~Monthly~~LP ~~Operating~~(“Anadarko,” ~~Report~~and istogether ~~filed~~with asNewfield, ~~Exhibit~~collectively ~~99.1~~the ~~to this report~~“Purchasers”).

~~The~~On ~~Monthly~~February ~~Operating~~11, ~~Report~~2010, ~~was~~TXCO ~~prepared~~entered ~~solely~~into ~~for~~a ~~the~~First ~~purpose~~Amendment ofto ~~complying~~Purchase ~~with~~Agreement ~~monthly reporting requirements, and in a format prescribed, under~~ (the ~~Bankruptcy Code and should not be used for investment purposes~~“Amendment”). The ~~Monthly Operating~~ ~~Report~~Amendment, which is ~~limited~~effective inas ~~scope~~of ~~and~~February ~~covers~~11, a2010, ~~limited~~among ~~time~~other ~~period~~things: ~~and may not be~~(i) ~~indicative~~memorializes of the ~~Company's~~amendment ~~financial~~to ~~condition~~the orPurchase ~~results~~Agreement ofset ~~operations~~forth ~~for any period that would be reflected~~ in ~~the~~Section ~~Company's financial statements or its~~1.100 ~~periodic~~of ~~reports under~~ the ~~Securities~~Plan ~~Exchange~~(as ~~Act~~defined ofin ~~1934,~~Item ~~as amended~~1.03 ~~The financial~~below), ~~information~~(ii) ~~that~~memorializes the ~~Monthly~~amendment ~~Operating Report contains is preliminary~~to ~~and~~the ~~unaudited~~Purchase ~~and~~Agreement isset ~~subject~~forth toin ~~revision.~~Paragraph ~~The~~69 ~~financial~~of ~~statements in~~ the ~~Monthly~~ ~~Operating~~Confirmation ~~Report are not prepared in accordance with accounting~~Order ~~principles~~(defined ~~generally accepted~~ in ~~the~~Item ~~United~~1.03 ~~States~~below), (~~"GAAP"~~iii) ~~and,~~supplements ~~therefore,~~or ~~may exclude~~amends ~~items~~certain ~~required~~exhibits byand schedules ~~GAAP,~~to ~~such~~the asPurchase ~~certain reclassifications~~Agreement, ~~eliminations, accruals, valuations~~ and ~~disclosures.~~sets ~~There~~forth ~~can~~certain bespecific noassets ~~assurance that the~~to ~~information~~be inretained ~~the~~by ~~Monthly~~TXCO ~~Operating Report is complete,~~ and ~~the Company cautions readers~~ not toacquired ~~place~~by ~~undue reliance on~~ the ~~Monthly~~Purchasers ~~Operating~~at ~~Report~~closing. A ~~The~~copy ~~information~~of in the ~~Monthly~~Amendment ~~Operating~~is ~~Report~~attached ishereto ~~not,~~as ~~and~~Exhibit ~~should~~10.2 ~~not~~and beis ~~viewed~~incorporated ~~as,~~herein ~~indicative~~by ~~of future results~~reference.

~~Additional~~Item ~~information regarding the Debtors' bankruptcy cases, including access to court documents and other general information, is available through the Company's web site at http://www~~1.~~txco.com~~03 Bankruptcy ~~by following the link entitled "Click here for claim agent"~~ or ~~at http://cases.administarllc.com/txco. Information contained on, or~~ ~~that can be accessed through, such web sites is not part of this report~~Receivership.

~~Forward-Looking~~As ~~Statements~~previously disclosed, on May 17, 2009, TXCO 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”) (Case No. 09-51807).

~~This Current~~Also ~~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~~previously ~~of the Securities Exchange Act of 1934~~disclosed, ason ~~amended.~~January ~~Statements by the Company of expectations~~11, ~~anticipations~~2010, ~~beliefs,~~TXCO ~~plans, intentions, targets, estimates, or projections~~ and ~~similar expressions relating to~~ the ~~future~~ ~~are~~Purchasers ~~forward-looking~~entered ~~statements within~~ into the ~~meaning~~Purchase ~~of these laws~~Agreement. ~~Forward-looking~~ As ~~statements~~a inresult, ~~some~~TXCO ~~cases~~filed ~~can~~the beSecond ~~identified by their being~~Amended ~~preceded~~Plan ~~by,~~of ~~followed~~Reorganization byfor orTXCO ~~containing~~Resources ~~words such as "estimate~~Inc.," ~~"plan," "project,"~~et ~~"forecast~~al.," ~~"intend,"~~Debtors ~~"expect," "anticipate," "believe," "seek," "target"~~ and ~~other similar expressions. Forward~~ Debtors-~~looking~~in-Possession ~~statements are~~ based on ~~assumptions~~Sale ~~and~~of ~~assessments~~Debtors’ ~~made~~Assets by (the ~~Company's management in~~“Plan”) ~~light~~with ofthe ~~their~~Bankruptcy ~~experience~~Court. On ~~and~~January ~~their perception of historical trends~~27, ~~current conditions~~2010, ~~expected~~the ~~future~~Bankruptcy ~~developments and other factors they believe to be~~Court ~~appropriate.~~entered ~~Any~~an ~~forward-looking~~order ~~statements are not guarantees of~~ (the ~~Company's~~“Confirmation ~~future~~Order”) ~~performance~~confirming ~~and~~the ~~are subject to risks and uncertainties that could cause actual results~~Plan, ~~developments~~as ~~and~~modified ~~business~~pursuant ~~decisions~~ to ~~differ materially from those contemplated by any forward-looking statements. Except as required by law,~~ the ~~Company~~rulings ~~undertakes~~of ~~no obligation to update any forward-looking statements,~~the ~~whether~~Bankruptcy asCourt aand ~~result~~the agreements of ~~new~~various ~~information, future events or otherwise~~parties.

On February 11, 2010, TXCO satisfied the conditions precedent to the effectiveness of the Plan. As a result, the Plan became effective on February 11, 2010 (the “Effective Date”). On February 12, 2010, a Notice of Occurrence of Effective Date (the “Notice of Effective Date”) was filed with the Bankruptcy Court. A copy of the Notice of Effective Date is attached hereto as Exhibit 99.2 and incorporated herein by reference.

As a result of the Plan becoming effective, all equity interests of the Company (including all outstanding shares of common stock, par value $0.01 per share (“Common Stock”), options, warrants or contractual or other rights to acquire any equity interests) were cancelled and extinguished on the Effective Date.

The Plan provides, among other things, that certain assets will be transferred to a liquidating trust (the “Liquidating Trust”) for the benefit of holders of the Company’s equity interests. Depending on the proceeds, if any, ultimately received by the Liquidating Trust, the Company anticipates that holders of the Company’s equity interests may receive some cash or other property in respect of the equity interests they held on the Effective Date. However, the amount of cash or other property that may ultimately be received by the holders of Common Stock will be limited to $10,000,000 in the aggregate and cannot be paid until the holders of interests in the Company’s unredeemed preferred stock have received $7,575,000. The Company can make no assurances as to whether the holders of its preferred stock or Common Stock will ultimately receive any cash or other property or as to the amount, if any, that they may receive in respect thereof.

~~Some of~~Information ~~the~~regarding ~~factors that may cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements include~~ the ~~following:~~assets ~~the ability of the Company (which term, unless otherwise specified or the context otherwise requires, refers in this paragraph to TXCO Resources Inc.~~ and ~~its~~liabilities subsidiaries) to continue as a going concern; the Company'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 the Company tois ~~operate pursuant~~included ~~to the terms and conditions of any debtor-~~in~~-possession~~ ~~financing and any cash collateral order entered by~~ the ~~Bankruptcy Court in connection with the~~Monthly ~~Company's~~Operating ~~bankruptcy~~Report cases; the Company's ability to obtain court approval with respect to motions in the chapter 11 cases prosecuted by the Company from time to time; the Company's ability to develop, prosecute, confirm and consummate a plan of reorganization with respect to the Company's bankruptcy cases; risks associated with third parties seeking and obtaining court approval to terminate or shorten the exclusivity period that the Company has to propose and confirm a plan of reorganization, for the ~~appointment~~month ofended aDecember chapter 11 trustee or to convert the Company's bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; the Company's ability to obtain and maintain normal terms with vendors and service providers; the Company's ability to maintain contracts that are critical to its operations; the potential adverse impact of the Company's bankruptcy cases on the Company's liquidity or results of operations; the Company's ability to fund and execute its business plan; the Company's ability to attract31, motivate and retain key executives and employees; the Company's ability to obtain capital to fund the Company's working capital or other needs; the adequacy of the Company's liquidity and ability to meet cash commitments2009, ~~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~~is ~~reserves~~attached ~~and production can be sold; fluctuation in prices of oil~~as ~~and~~Exhibit ~~natural~~99.1 gas; the uncertainties inherent in estimating quantities of proved reserves and cash flows; competition; actions by third party co-owners in properties in which the Company 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;~~ the Company'’s ~~ability~~Current to secure additional financing; and other risks referenced from time to time in the Company's filings with the Securities and Exchange Commission, including the risk factors listed in Part II, Item 1A, "Risk Factors" in the Company's Quarterly Report on Form 108-~~Q for~~K ~~the quarterly period ended September 30, 2009,~~ filed with the Securities and Exchange Commission on ~~November~~February 95, ~~2009.~~2010 ~~Similarly, these~~ and ~~other~~incorporated ~~factors,~~herein ~~including~~by ~~the terms of any reorganization plan ultimately confirmed, can affect the value of the Company's various pre-petition liabilities and TXCO Resources Inc~~reference.'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. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.

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.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the Plan and the Confirmation Order, on the Effective Date TXCO completed the sale of a substantial portion of TXCO’s assets to the Purchasers pursuant to the terms of the Purchase Agreement, as amended by the Amendment, for total consideration of approximately $307.4 million in cash.

Item 3.03 Material Modification to Rights of Security Holders.

Pursuant to the Plan and the Confirmation Order, 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, were 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, is February 11, 2010.

On the Effective Date, the Company filed a cease trading request with the Financial Industry Regulatory Authority. Accordingly, as of the Effective Date, the Company’s Common Stock ceased trading and was removed from the OTC quotation systems list. The Company intends to file a Form 15 with the Securities and Exchange Commission to deregister its Common Stock under Section 12(g) of the Exchange Act and provide notice of the suspension of the Company's reporting obligations under Section 15(d) of the Exchange Act. Upon filing the Form 15, the Company’s reporting obligations under the Exchange Act will be immediately suspended.

Item 5.01 Changes in Control of Registrant.

Pursuant to the Plan and the Confirmation Order, 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, were cancelled and extinguished on the Effective Date. As of the Effective Date, and as contemplated by the Plan, one new share of Company common stock, representing the entire equity interest in the Company, was issued to the Liquidating Trust.

Item 5.02

Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Date, and as contemplated by the Plan, each of James E. Sigmon, Alan L. Edgar, Dennis B. Fitzpatrick, J. Michael Muckleroy, Michael J. Pint, Jacob Roorda, and Anthony Tripodo resigned as directors of the Company. As of the Effective Date, Albert S. Conly was elected as the sole director of the Company.

As of the Effective Date, and as contemplated by the Plan, each of James E. Sigmon, the Company’s Chief Executive Officer and Chairman of the Board, Gary S. Grinsfelder, the Company’s President, M. Frank Russell, the Company’s Vice President, Secretary and General Counsel, and Richard A. Sartor, the Company’s Controller, Principal Accounting Officer and Assistant Secretary, resigned as officers of the Company.

As of the Effective Date, Albert S. Conly was elected as the President and Secretary of the Company. Mr. Conly will serve as the Company’s new principal executive officer, principal financial officer, principal accounting officer, and principal operating officer. Mr. Conly, age 55, is a Senior Managing Director at FTI Consulting, which serves as the Company’s disbursing agent pursuant to the terms of the Plan. Mr. Conly specializes in providing restructuring, turnaround and interim management consulting services to investors, lenders and owners of distressed companies in a variety of industries. Prior to joining FTI in September 2002, Mr. Conly was a partner with PricewaterhouseCoopers LLP. Mr. Conly is a certified public accountant in the State of Texas and has 32 years of experience in the energy, financial services and consulting industries. Mr. Conly received a B.B.A. degree in accounting from the University of Texas in 1977.

Item 5.03 Amendment to Articles of Incorporation or Bylaws.

On February 11, 2010, the Company filed an Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”) of the Company with the Secretary of State of the State of Delaware to effect certain changes to the corporate structure of the Company contemplated by the Plan, including, among other things, changing the Company’s name to Reorganized TXCO, Inc. A copy of the Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On the Effective Date, the Company adopted Amended and Restated Bylaws (the “Amended and Restated Bylaws”) of the Company to effect certain changes to the corporate structure of the Company contemplated by the Plan. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Monthly Operating Report for the period ended December 31, 2009.

(d) Exhibits.

SIGNATURE

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 (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed on January 29, 2010).

3.1*		Amended and Restated Certificate of Incorporation of Reorganized TXCO, Inc., formerly known as TXCO Resources Inc.

3.2*		Second Amended and Restated Bylaws of Reorganized TXCO, Inc.

10.1		Purchase and Sale Agreement dated January 11, 2010, by and among TXCO Resources Inc., 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., Maverick-Dimmit Pipeline, Ltd., Anadarko E&P Company LP and Newfield Exploration Company (incorporated by reference to Exhibit 10.1 of the registrant’s Amendment No. 1 to Current Report on Form 8-K filed on January 12, 2010).

10.2*		First Amendment dated February 11, 2010, to Purchase and Sale Agreement dated January 11, 2010, by and among TXCO Resources Inc., 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., Maverick-Dimmit Pipeline, Ltd., Anadarko E&P Company LP and Newfield Exploration Company.

99.1		Confirmation Order of the Bankruptcy Court (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed on January 29, 2010).

99.2*		Notice of (A) Occurrence of Effective Date, (B) Deadline for Creditors to File Motion Seeking Interest in Excess of Plan Rate and Allowance of Attorneys’ Fees, and (C) Bar Date for Filing Administrative Claims.

* filed herewith

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.
		Reorganized TXCO, Inc.
Dated: February 5, 2010	/s/James E. Sigmon
Date: February 16, 2010		/s/ Albert S. Conly
	James E. Sigmon
		Albert S. Conly
	Chairman and Chief Executive Officer
		President and Secretary

EXHIBIT INDEX

Exhibit Number		Description
Exhibit No.		Description
99.1		Monthly Operating Report for the period ended December 31, 2009.
2.1		Second Amended Plan of Reorganization for TXCO Resources Inc., et al., as confirmed by the Bankruptcy Court on January 27, 2010 (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed on January 29, 2010).
3.1*		Amended and Restated Certificate of Incorporation of Reorganized TXCO, Inc., formerly known as TXCO Resources Inc.
3.2*		Second Amended and Restated Bylaws of Reorganized TXCO, Inc.
10.1		Purchase and Sale Agreement dated January 11, 2010, by and among TXCO Resources Inc., 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., Maverick-Dimmit Pipeline, Ltd., Anadarko E&P Company LP and Newfield Exploration Company (incorporated by reference to Exhibit 10.1 of the registrant’s Amendment No. 1 to Current Report on Form 8-K filed on January 12, 2010).
10.2*		First Amendment dated February 11, 2010, to Purchase and Sale Agreement dated January 11, 2010, by and among TXCO Resources Inc., 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., Maverick-Dimmit Pipeline, Ltd., Anadarko E&P Company LP and Newfield Exploration Company.
99.1		Confirmation Order of the Bankruptcy Court (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed on January 29, 2010).
99.2*		Notice of (A) Occurrence of Effective Date, (B) Deadline for Creditors to File Motion Seeking Interest in Excess of Plan Rate and Allowance of Attorneys’ Fees, and (C) Bar Date for Filing Administrative Claims.

* filed herewith

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