<PAGE>   1
     As filed with the Securities and Exchange Commission on April 26, 2001

                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                              EXCO RESOURCES, INC.
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                                                                 <C>
                           TEXAS                                                 74-1492779
              (State or other jurisdiction of                       (I.R.S. Employer Identification No.)
               incorporation or organization)

             6500 GREENVILLE AVENUE, SUITE 600
                       DALLAS, TEXAS                                                75206
         (Address of Principal Executive Offices)                                (Zip Code)
</TABLE>

                                   ----------


                   EXCO RESOURCES, INC. 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                                   ----------

                                DOUGLAS H. MILLER
                             CHIEF EXECUTIVE OFFICER
                    6500 GREENVILLE AVENUE, SUITE 600, LB 17
                               DALLAS, TEXAS 75206
                     (Name and address of agent for service)

                                 (214) 368-2084
          (Telephone number, including area code, of agent for service)

                                 With copies to:

    RICHARD E. MILLER                                    WILLIAM L. BOEING
     GENERAL COUNSEL                                   HAYNES AND BOONE, LLP
 6500 GREENVILLE AVENUE                                 1600 NORTH COLLINS
    SUITE 600, LB 17                                        SUITE 2000
   DALLAS, TEXAS 75206                                RICHARDSON, TEXAS 75080
     (214) 368-2084                                       (972) 680-7550



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
     TITLE OF SECURITIES              AMOUNT           MAXIMUM OFFERING        PROPOSED MAXIMUM           AMOUNT OF
       TO BE REGISTERED         TO BE REGISTERED(1)   PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                  <C>                         <C>
Common Stock, $.02 par value          600,000               $19.26               $11,556,000              $3,051.00
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  An additional 600,000 shares are being registered under the EXCO Resources,
     Inc. 1998 Stock Option Plan, as amended. The amount to be registered also
     includes such indeterminate number of shares as may be issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions in accordance with Rule 416 promulgated under the Securities
     Act of 1933.

(2)  The offering price per share, the aggregate offering price and the
     registration fee should be calculated in accordance with paragraphs (c) and
     (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
     the average of the high and low sale prices for the Company's common stock
     reported on the Nasdaq National Market on April 23, 2001 ($19.26 per
     share).



<PAGE>   2




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities.

           Pursuant to this registration statement, EXCO Resources, Inc. (the
"Company" or the "Registrant") hereby registers an additional 600,000 shares of
its common stock, par value $0.02, for issuance under the EXCO Resources, Inc.
1998 Stock Option Plan, as amended. The current registration of 600,000 shares
of common stock will increase the number of shares registered for issuance under
the Registrant's 1998 Stock Option Plan to 2,200,000 shares.

           Pursuant to General Instruction E of Form S-8, this registration
statement incorporates by reference the contents of EXCO Resources, Inc.'s
registration statement on Form S-8, Registration No. 333-64331, filed with the
Securities and Exchange Commission on September 25, 1998. Pursuant to the
General Instruction E of Form S-8, all information that has been incorporated
from the original registration statement is not repeated in this registration
statement.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         EXCO Resources, Inc. hereby incorporates by reference the following
documents filed with the Securities and Exchange Commission (the "Commission"):

                  a)       The Company's Annual Report on Form 10-K405 for the
                           fiscal year ended December 31, 2000;

                  b)       The Company's Current Report on Form 8-K dated
                           January 16, 2001;

                  c)       The Company's Current Report on Form 8-K dated March
                           2, 2001;

                  d)       The Company's Current Report on Form 8-K dated April
                           9, 2001;

                  e)       The description of the Company's Common Stock
                           contained in the Company's Registration Statement on
                           Form 10 filed on April 21, 1980; and

                  f)       All documents subsequently filed by the Company
                           pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                           the Securities Exchange Act of 1934, as amended,
                           prior to the filing of a post-effective amendment
                           that indicates that all securities offered hereunder
                           have been sold or that deregisters all securities
                           then remaining unsold, shall be deemed to be
                           incorporated by reference herein and to be a part
                           hereof from the date such documents are filed. Any
                           statement contained in a document incorporated or
                           deemed to be incorporated by reference herein shall
                           be deemed to be modified or superseded for purposes
                           of this Registration Statement to the extent that a
                           statement contained herein or in any other
                           subsequently filed document which also is or is
                           deemed to be incorporated by reference in this
                           Registration Statement modifies or supersedes such
                           statement.

ITEM 8. EXHIBITS

    Exhibit No.   Description of Exhibits

         4.1      Restated Articles of Incorporation of the Company, as amended,
                  filed as Exhibit 4.1 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.2      Restated By-laws of the Company, as amended, filed as Exhibit
                  4.2 to Form S-2 (333-49135) filed on June 2, 1998 and
                  incorporated by reference herein.




<PAGE>   3



         4.3      Specimen Stock Certificate for the Common Stock of the Company
                  filed as Exhibit 4.3 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.4      EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix
                  A to the Company's Definitive Proxy Statement on Schedule 14A
                  dated March 17, 1998 and incorporated by reference herein.

         4.5      Amendment to EXCO Resources, Inc. 1998 Stock Option Plan dated
                  September 15, 1998 filed as Exhibit 4.5 to Form S-8 filed on
                  September 25, 1998 and incorporated by reference herein.

         4.6*     Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option
                  Plan.

         5.1*     Opinion of Haynes and Boone, LLP with respect to validity of
                  the issuance of the securities.

        23.1*     Consent of Independent Accountants, Ernst & Young LLP.

        23.2*     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

        23.3*     Consent of Lee Keeling and Associates, Inc.

        24.1*     Power of attorney of the directors of the Company (included on
                  the signature page of the Registration Statement).
-----------

*    Filed herewith



<PAGE>   4



                        SIGNATURES AND POWER OF ATTORNEY

THE COMPANY:

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 26th day of April,
2001.


                           EXCO RESOURCES, INC.


                           By: /s/ DOUGLAS H. MILLER
                              -------------------------------------------------
                           Name:   Douglas H. Miller
                           Title:  Chairman of the Board of Directors and Chief
                                   Executive Officer


KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Douglas H. Miller and T.W. Eubank, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign, execute and file with the Securities and Exchange
Commission and any state securities regulatory board or commission any documents
relating to the proposed issuance and registration of the securities offered
pursuant to this Registration Statement on Form S-8 under the Securities Act of
1933, including any amendment or amendments relating thereto (and any additional
Registration Statement related hereto permitted by Rule 462(b) promulgated under
the Securities Act of 1933, including any amendment or amendments relating
thereto), with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 26th day of April, 2001.

<TABLE>
<CAPTION>
Signature                           Title
---------                           -----


<S>                                 <C>
/s/ DOUGLAS H. MILLER               Chairman of the Board of Directors,
-------------------------           and Chief Executive Officer
Douglas H. Miller


/s/ T.W. EUBANK                     Director, President and Treasurer
-------------------------
T.W. Eubank


/s/ J. DOUGLAS RAMSEY               Director, Vice President,
-------------------------           Chief Financial Officer
J. Douglas Ramsey, Ph. D.           (Principal Financial and Accounting Officer)


/s/ JEFFREY D. BENJAMIN             Director
-------------------------
Jeffrey D. Benjamin


/s/ EARL E. ELLIS                   Director
-------------------------
Earl E. Ellis
</TABLE>




<PAGE>   5



<TABLE>
<S>                                 <C>
/s/ J. MICHAEL MUCKLEROY            Director
------------------------
J. Michael Muckleroy


/s/ BOONE PICKENS                   Director
------------------------
Boone Pickens


/s/ STEPHEN F. SMITH                Director
------------------------
Stephen F. Smith
</TABLE>




<PAGE>   6


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
       EXHIBIT
       NUMBER     DESCRIPTION
       -------    -----------

<S>               <C>
         4.1      Restated Articles of Incorporation of the Company, as amended,
                  filed as Exhibit 4.1 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.2      Restated By-laws of the Company, as amended, filed as Exhibit
                  4.2 to Form S-2 (333-49135) filed on June 2, 1998 and
                  incorporated by reference herein.

         4.3      Specimen Stock Certificate for the Common Stock of the Company
                  filed as Exhibit 4.3 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.4      EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix
                  A to the Company's Definitive Proxy Statement on Schedule 14A
                  dated March 17, 1998 and incorporated by reference herein.

         4.5      Amendment to EXCO Resources, Inc. 1998 Stock Option Plan dated
                  September 15, 1998 filed as Exhibit 4.5 to Form S-8 filed on
                  September 25, 1998 and incorporated by reference herein.

         4.6*     Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option
                  Plan.

         5.1*     Opinion of Haynes and Boone, LLP with respect to validity of
                  the issuance of the securities.

        23.1*     Consent of Independent Accountants, Ernst & Young LLP.

        23.2*     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

        23.3*     Consent of Lee Keeling and Associates, Inc.

        24.1*     Power of attorney of the directors of the Company (included on
                  the signature page of the Registration Statement).
</TABLE>

-----------

*    Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "d86513s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 14871}]
{"company-data": {"conformed-name": "EXCO RESOURCES INC", "cik": "0000316300", "assigned-sic": "1311", "irs-number": "741492779", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59596", "film-number": "1612036"}, "business-address": {"street1": "5735 PINELAND DR", "street2": "STE 235", "city": "DALLAS", "state": "TX", "zip": "75231", "phone": "2143682084"}, "mail-address": {"street1": "5735 PINELAND DRIVE", "street2": "SUITE 235", "city": "DALLAS", "state": "TX", "zip": "75231"}}
1
     As filed with the Securities and Exchange Commission on April 26, 2001

                                                      Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                              EXCO RESOURCES, INC.
             (Exact name of registrant as specified in its charter)
TEXAS                                                 74-1492779
              (State or other jurisdiction of                       (I.R.S. Employer Identification No.)
               incorporation or organization)

             6500 GREENVILLE AVENUE, SUITE 600
                       DALLAS, TEXAS                                                75206
         (Address of Principal Executive Offices)                                (Zip Code)
----------

                   EXCO RESOURCES, INC. 1998 STOCK OPTION PLAN
                            (Full title of the Plan)

                                   ----------

                                DOUGLAS H. MILLER
                             CHIEF EXECUTIVE OFFICER
                    6500 GREENVILLE AVENUE, SUITE 600, LB 17
                               DALLAS, TEXAS 75206
                     (Name and address of agent for service)

                                 (214) 368-2084
          (Telephone number, including area code, of agent for service)

                                 With copies to:

    RICHARD E. MILLER                                    WILLIAM L. BOEING
     GENERAL COUNSEL                                   HAYNES AND BOONE, LLP
 6500 GREENVILLE AVENUE                                 1600 NORTH COLLINS
    SUITE 600, LB 17                                        SUITE 2000
   DALLAS, TEXAS 75206                                RICHARDSON, TEXAS 75080
     (214) 368-2084                                       (972) 680-7550

                         CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------------------
     TITLE OF SECURITIES              AMOUNT           MAXIMUM OFFERING        PROPOSED MAXIMUM           AMOUNT OF
       TO BE REGISTERED         TO BE REGISTERED(1)   PRICE PER SHARE(2)  AGGREGATE OFFERING PRICE(2) REGISTRATION FEE(2)
-------------------------------------------------------------------------------------------------------------------------
Common Stock, $.02 par value          600,000               $19.26               $11,556,000              $3,051.00
-------------------------------------------------------------------------------------------------------------------------
(1)  An additional 600,000 shares are being registered under the EXCO Resources,
     Inc. 1998 Stock Option Plan, as amended. The amount to be registered also
     includes such indeterminate number of shares as may be issued to prevent
     dilution resulting from stock splits, stock dividends or similar
     transactions in accordance with Rule 416 promulgated under the Securities
     Act of 1933.

(2)  The offering price per share, the aggregate offering price and the
     registration fee should be calculated in accordance with paragraphs (c) and
     (h)(1) of Rule 457 promulgated under the Securities Act of 1933 based on
     the average of the high and low sale prices for the Company's common stock
     reported on the Nasdaq National Market on April 23, 2001 ($19.26 per
     share).
2

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities.

           Pursuant to this registration statement, EXCO Resources, Inc. (the
"Company" or the "Registrant") hereby registers an additional 600,000 shares of
its common stock, par value $0.02, for issuance under the EXCO Resources, Inc.
1998 Stock Option Plan, as amended. The current registration of 600,000 shares
of common stock will increase the number of shares registered for issuance under
the Registrant's 1998 Stock Option Plan to 2,200,000 shares.

           Pursuant to General Instruction E of Form S-8, this registration
statement incorporates by reference the contents of EXCO Resources, Inc.'s
registration statement on Form S-8, Registration No. 333-64331, filed with the
Securities and Exchange Commission on September 25, 1998. Pursuant to the
General Instruction E of Form S-8, all information that has been incorporated
from the original registration statement is not repeated in this registration
statement.

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

         EXCO Resources, Inc. hereby incorporates by reference the following
documents filed with the Securities and Exchange Commission (the "Commission"):

                  a)       The Company's Annual Report on Form 10-K405 for the
                           fiscal year ended December 31, 2000;

                  b)       The Company's Current Report on Form 8-K dated
                           January 16, 2001;

                  c)       The Company's Current Report on Form 8-K dated March
                           2, 2001;

                  d)       The Company's Current Report on Form 8-K dated April
                           9, 2001;

                  e)       The description of the Company's Common Stock
                           contained in the Company's Registration Statement on
                           Form 10 filed on April 21, 1980; and

                  f)       All documents subsequently filed by the Company
                           pursuant to Sections 13(a), 13(c), 14, and 15(d) of
                           the Securities Exchange Act of 1934, as amended,
                           prior to the filing of a post-effective amendment
                           that indicates that all securities offered hereunder
                           have been sold or that deregisters all securities
                           then remaining unsold, shall be deemed to be
                           incorporated by reference herein and to be a part
                           hereof from the date such documents are filed. Any
                           statement contained in a document incorporated or
                           deemed to be incorporated by reference herein shall
                           be deemed to be modified or superseded for purposes
                           of this Registration Statement to the extent that a
                           statement contained herein or in any other
                           subsequently filed document which also is or is
                           deemed to be incorporated by reference in this
                           Registration Statement modifies or supersedes such
                           statement.

ITEM 8. EXHIBITS

    Exhibit No.   Description of Exhibits

         4.1      Restated Articles of Incorporation of the Company, as amended,
                  filed as Exhibit 4.1 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.2      Restated By-laws of the Company, as amended, filed as Exhibit
                  4.2 to Form S-2 (333-49135) filed on June 2, 1998 and
                  incorporated by reference herein.
3

         4.3      Specimen Stock Certificate for the Common Stock of the Company
                  filed as Exhibit 4.3 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.4      EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix
                  A to the Company's Definitive Proxy Statement on Schedule 14A
                  dated March 17, 1998 and incorporated by reference herein.

         4.5      Amendment to EXCO Resources, Inc. 1998 Stock Option Plan dated
                  September 15, 1998 filed as Exhibit 4.5 to Form S-8 filed on
                  September 25, 1998 and incorporated by reference herein.

         4.6*     Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option
                  Plan.

         5.1*     Opinion of Haynes and Boone, LLP with respect to validity of
                  the issuance of the securities.

        23.1*     Consent of Independent Accountants, Ernst & Young LLP.

        23.2*     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

        23.3*     Consent of Lee Keeling and Associates, Inc.

        24.1*     Power of attorney of the directors of the Company (included on
                  the signature page of the Registration Statement).
-----------

*    Filed herewith
4

                        SIGNATURES AND POWER OF ATTORNEY

THE COMPANY:

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 26th day of April,
2001.

                           EXCO RESOURCES, INC.

                           By: /s/ DOUGLAS H. MILLER
                              -------------------------------------------------
                           Name:   Douglas H. Miller
                           Title:  Chairman of the Board of Directors and Chief
                                   Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints each of Douglas H. Miller and T.W. Eubank, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign, execute and file with the Securities and Exchange
Commission and any state securities regulatory board or commission any documents
relating to the proposed issuance and registration of the securities offered
pursuant to this Registration Statement on Form S-8 under the Securities Act of
1933, including any amendment or amendments relating thereto (and any additional
Registration Statement related hereto permitted by Rule 462(b) promulgated under
the Securities Act of 1933, including any amendment or amendments relating
thereto), with all exhibits and any and all documents required to be filed with
respect thereto with any regulatory authority, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 26th day of April, 2001.
Signature                           Title
---------                           -----
/s/ DOUGLAS H. MILLER               Chairman of the Board of Directors,
-------------------------           and Chief Executive Officer
Douglas H. Miller

/s/ T.W. EUBANK                     Director, President and Treasurer
-------------------------
T.W. Eubank

/s/ J. DOUGLAS RAMSEY               Director, Vice President,
-------------------------           Chief Financial Officer
J. Douglas Ramsey, Ph. D.           (Principal Financial and Accounting Officer)

/s/ JEFFREY D. BENJAMIN             Director
-------------------------
Jeffrey D. Benjamin

/s/ EARL E. ELLIS                   Director
-------------------------
Earl E. Ellis
5
/s/ J. MICHAEL MUCKLEROY            Director
------------------------
J. Michael Muckleroy

/s/ BOONE PICKENS                   Director
------------------------
Boone Pickens

/s/ STEPHEN F. SMITH                Director
------------------------
Stephen F. Smith
6

                                  EXHIBIT INDEX
EXHIBIT
       NUMBER     DESCRIPTION
       -------    -----------
4.1      Restated Articles of Incorporation of the Company, as amended,
                  filed as Exhibit 4.1 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.2      Restated By-laws of the Company, as amended, filed as Exhibit
                  4.2 to Form S-2 (333-49135) filed on June 2, 1998 and
                  incorporated by reference herein.

         4.3      Specimen Stock Certificate for the Common Stock of the Company
                  filed as Exhibit 4.3 to Form S-2 (333-49135) filed on June 2,
                  1998 and incorporated by reference herein.

         4.4      EXCO Resources, Inc. 1998 Stock Option Plan, filed as Appendix
                  A to the Company's Definitive Proxy Statement on Schedule 14A
                  dated March 17, 1998 and incorporated by reference herein.

         4.5      Amendment to EXCO Resources, Inc. 1998 Stock Option Plan dated
                  September 15, 1998 filed as Exhibit 4.5 to Form S-8 filed on
                  September 25, 1998 and incorporated by reference herein.

         4.6*     Amendment No. 2 to EXCO Resources, Inc. 1998 Stock Option
                  Plan.

         5.1*     Opinion of Haynes and Boone, LLP with respect to validity of
                  the issuance of the securities.

        23.1*     Consent of Independent Accountants, Ernst & Young LLP.

        23.2*     Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

        23.3*     Consent of Lee Keeling and Associates, Inc.

        24.1*     Power of attorney of the directors of the Company (included on
                  the signature page of the Registration Statement).
-----------

*    Filed herewith