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  <TITLE> EXCO Resources, Inc. (Form: 8-K) </TITLE>
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  		UNITED STATES<BR>
  	SECURITIES AND EXCHANGE COMMISSION
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  	WASHINGTON, D.C. 20549
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  	FORM 8-K
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  	CURRENT REPORT
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  	Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934
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  	Date of Report (Date of Earliest Event Reported):
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  	&nbsp;
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  	February 1, 2007
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  	EXCO Resources, Inc.
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  <BR>__________________________________________<BR>
  	(Exact name of registrant as specified in its charter)
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  	Texas
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  	0-9204
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  	74-1492779
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  _____________________<BR>
  	(State or other jurisdiction
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  _____________<BR>
  	(Commission
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  ______________<BR>
  	(I.R.S. Employer
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  	of incorporation)
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  	File Number)
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  	Identification No.)
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  	12377 Merit Drive, Suite 1700, Dallas, Texas
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  	75251
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  _________________________________<BR>
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  ___________<BR>
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  	Registrant&#146;s telephone number, including area code:
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  	214.368.2084
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  	Not Applicable
  <BR>______________________________________________<BR>
  	Former name or former address, if changed since last report
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  	&nbsp;
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  <!-- CoverPageRegistrant END --><P><FONT SIZE="2">
  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:</FONT>
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  <P><FONT SIZE="2">
  [&nbsp;&nbsp;]&nbsp;&nbsp;Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<br>
  [&nbsp;&nbsp;]&nbsp;&nbsp;Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<br>
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  	Item 1.01 Entry into a Material Definitive Agreement.
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  On February 1, 2007, EXCO Resources, Inc. ("EXCO" or "Purchaser") entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Anadarko Petroleum Corporation ("APC"), Anadarko E&P Company, LP, a subsidiary of APC ("E&P"), Howell Petroleum Corporation, a subsidiary of APC ("Howell"), and Kerr-McGee Oil & Gas Onshore LP, a subsidiary of APC ("KMOG" and, together with APC, E&P, and  KMOG, "Anadarko"), whereby, subject to the terms and conditions in the Purchase Agreement, Purchaser will acquire substantially all of the oil and natural gas properties and related assets, including hedges in respect of a significant portion of estimated production for 2007, 2008 and 2009 (collectively, the "Assets"), of Anadarko in multiple fields located in the Mid-Continent, South Texas and Gulf Coast areas of Oklahoma and Texas (the "Acquisition").  <br><br>Purchaser will pay Anadarko a purchase price of approximately $860 million in cash for the Assets, subject to certain purchase price adjustments.  The purchase price will be:  (i) reduced by proceeds earned (including, from the sale of hydrocarbons), and increased by costs incurred, with respect to the operation of the Assets during the period from 7:00 a.m., local time, on January 1, 2007 (the "Effective Time"), to the closing date, (ii) reduced by the value of any Asset not conveyed to EXCO in the event a required preference right or transfer requirement has not been satisfied or waived as of the closing, (iii) reduced by the aggregate amount of material title defects and material environmental defects exceeding $17 million, (iv) increased by the aggregate amount of material aggregate title benefits exceeding $17 million, (v) reduced by the aggregate amounts payable to owners of working interests and other interests in the Assets held in suspense as of the closing date, (vi) reduced by the net amount of any gas imbalances as of the Effective Time, and (vii) increased by the value of merchantable stored hydrocarbons attributable to the Assets as of the Effective Time.<br><br>The Purchase Agreement contains customary representations, warranties and covenants.  The Acquisition is expected to close on or about May 2, 2007, subject to the satisfaction of various closing conditions, including, among others, (i) the termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the aggregate amount of uncured title defects, environmental defects and casualty losses, net of title benefits, not exceeding $86 million, and (iii) the sum of allocated values not exceeding $17.2 million for any Assets that are retained by Anadarko because of the failure to obtain, prior to closing, third-party consents required to transfer such Assets.<br><br>In connection with the execution of the Purchase Agreement, Purchaser deposited with Anadarko an earnest money deposit (the "Deposit") in the amount of $43 million to be applied against the purchase price at closing or, if Anadarko terminates the Purchase Agreement because Purchaser has materially breached Purchaser&#x2019;s representations, warranties or covenants under the Purchase Agreement, to be retained by Anadarko, as its sole and exclusive remedy, as liquidated damages.  If the Purchase Agreement is terminated for any reason other than as stated in the preceding sentence, Anadarko is obligated to return the Deposit to Purchaser.<br><br>Anadarko has agreed to indemnify Purchaser after the closing, subject to certain limitations, for losses incurred by Purchaser to the extent resulting from, arising out of or relating to (i) Anadarko&#x2019;s breach of any representation or warranty of Anadarko contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (ii) Anadarko&#x2019;s failure to perform any covenant or agreement contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (iii) liabilities associated with assets or properties not part of the Assets, (iv) certain scheduled litigation and other proceedings and other litigation and other proceedings that arise out of or are attributable to Anadarko&#x2019;s ownership or operation of the Assets after February 1, 2007 but before the closing, (v) litigation and other proceedings that arise after closing for personal injury or death arising and occurring before the closing which is attributable to Anadarko&#x2019;s ownership or operation of the Assets, (vi) obligations or liabilities attributable to scheduled incidences of noncompliance with laws by Anadarko, (vii) certain retained employee liabilities, and (viii) any off-site environmental liabilities occurring prior to the closing that relate to the Assets.  Purchaser has agreed to indemnify Anadarko after the closing, subject to certain limitations, for losses incurred by Anadarko to the extent resulting from, arising out of or relating to (a) Purchaser&#x2019;s breach of any representation or warranty of Purchaser contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (b) Purchaser&#x2019;s failure to perform any covenant or agreement contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (c) the ownership, use or operation of the Assets after the Effective Time, (d) other than off-site environmental liabilities retained by Anadarko, any environmental liabilities associated with the Assets, and (e) certain obligations and liabilities of Anadarko with respect to the Assets that will be assumed by Purchaser at the closing.  Neither Anadarko, on the one hand, nor Purchaser, on the other hand, will be obligated to indemnify the other (and other related indemnified persons specified in the Purchase Agreement) for losses until the amount of all losses incurred by such person and such other indemnified persons exceeds, in the aggregate, $21.5 million (the "Deductible"), in which event the party seeking indemnification may recover all losses incurred in excess of the Deductible, up to a maximum liability of $215 million.<br><br>In connection with the Acquisition, hedges in respect of a significant portion of estimated production for 2007, 2008 and 2009 were entered into by the seller and will be assumed by Purchaser.<br><br>To ensure that EXCO has sufficient financing to complete the Acquisition and EXCO&#x2019;s previously announced purchase from APC of oil and natural gas properties in the Vernon and Ansley Fields in Jackson Parish, Louisiana, EXCO received a revised Commitment Letter dated as of February 1, 2007, from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.  This Commitment Letter supersedes and replaces the commitment letter we received on December 22, 2006, in conjunction with our entering into the Purchase and Sale Agreement with APC to acquire its assets in the Vernon and Ansley Fields in Louisiana.  The new Commitment Letter provides for a senior secured revolving credit facility in the amount of $1.8 billion and a bridge loan facility in the amount of $1.1 billion (collectively, the "Credit Facilities").  If used to finance the Acquisition, the Credit Facilities will contain customary representations, warranties and covenants, and the closing of the Credit Facilities will be subject to the satisfaction of customary closing conditions.  EXCO is also considering other financing alternatives.<br>
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  	Item 7.01 Regulation FD Disclosure.
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  	On February 2, 2007, EXCO issued a press release announcing the signing of the Purchase Agreement, a copy of which is furnished as Exhibit 99.1. In accordance with general instruction B.2 to Form 8-K, such information is being "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any other filing under the Securities Act of 1933.
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  	Item 9.01 Financial Statements and Exhibits.
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    (d)   Exhibits.<br> <br>  99.1   	Press Release, dated February 2, 2007 <br>
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  	SIGNATURES
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  	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.
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  	EXCO Resources, Inc.
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  	February 6, 2007
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  	/s/ J. Douglas Ramsey, Ph.D.
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  	Name: J. Douglas Ramsey, Ph.D.
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  	Title: Vice President and Chief Financial Officer
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  	Exhibit&nbsp;Index
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  	Exhibit No.
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  	99.1
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  Press Release, dated February 2, 2007
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metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "htm_18004.htm", "description": "LIVE FILING", "secsgml_size_bytes": 17965}]
metadata_filer: {"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": "8-K", "act": "34", "file-number": "001-32743", "film-number": "07584300"}, "business-address": {"street1": "12377 MERIT DR", "street2": "SUITE 1700", "city": "DALLAS", "state": "TX", "zip": "75251", "phone": "2143682084"}, "mail-address": {"street1": "12377 MERIT DR", "street2": "SUITE 1700", "city": "DALLAS", "state": "TX", "zip": "75251"}}
text: EXCO Resources, Inc. (Form: 8-K)
  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):
  February 1, 2007
  EXCO Resources, Inc.
  __________________________________________
  (Exact name of registrant as specified in its charter)
  Texas
  0-9204
  74-1492779
  _____________________
  (State or other jurisdiction
  _____________
  (Commission
  ______________
  (I.R.S. Employer
  of incorporation)
  File Number)
  Identification No.)
  12377 Merit Drive, Suite 1700, Dallas, Texas
  75251
  _________________________________
  (Address of principal executive offices)
  ___________
  (Zip Code)
  Registrant's telephone number, including area code:
  214.368.2084
  Not Applicable
  ______________________________________________
  Former name or former address, if changed since last report
  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:
  [  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  Top of the Form
  Item 1.01 Entry into a Material Definitive Agreement.
  On February 1, 2007, EXCO Resources, Inc. ("EXCO" or "Purchaser") entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Anadarko Petroleum Corporation ("APC"), Anadarko E&P Company, LP, a subsidiary of APC ("E&P"), Howell Petroleum Corporation, a subsidiary of APC ("Howell"), and Kerr-McGee Oil & Gas Onshore LP, a subsidiary of APC ("KMOG" and, together with APC, E&P, and  KMOG, "Anadarko"), whereby, subject to the terms and conditions in the Purchase Agreement, Purchaser will acquire substantially all of the oil and natural gas properties and related assets, including hedges in respect of a significant portion of estimated production for 2007, 2008 and 2009 (collectively, the "Assets"), of Anadarko in multiple fields located in the Mid-Continent, South Texas and Gulf Coast areas of Oklahoma and Texas (the "Acquisition").
  Purchaser will pay Anadarko a purchase price of approximately $860 million in cash for the Assets, subject to certain purchase price adjustments.  The purchase price will be:  (i) reduced by proceeds earned (including, from the sale of hydrocarbons), and increased by costs incurred, with respect to the operation of the Assets during the period from 7:00 a.m., local time, on January 1, 2007 (the "Effective Time"), to the closing date, (ii) reduced by the value of any Asset not conveyed to EXCO in the event a required preference right or transfer requirement has not been satisfied or waived as of the closing, (iii) reduced by the aggregate amount of material title defects and material environmental defects exceeding $17 million, (iv) increased by the aggregate amount of material aggregate title benefits exceeding $17 million, (v) reduced by the aggregate amounts payable to owners of working interests and other interests in the Assets held in suspense as of the closing date, (vi) reduced by the net amount of any gas imbalances as of the Effective Time, and (vii) increased by the value of merchantable stored hydrocarbons attributable to the Assets as of the Effective Time.
  The Purchase Agreement contains customary representations, warranties and covenants.  The Acquisition is expected to close on or about May 2, 2007, subject to the satisfaction of various closing conditions, including, among others, (i) the termination of any applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the aggregate amount of uncured title defects, environmental defects and casualty losses, net of title benefits, not exceeding $86 million, and (iii) the sum of allocated values not exceeding $17.2 million for any Assets that are retained by Anadarko because of the failure to obtain, prior to closing, third-party consents required to transfer such Assets.
  In connection with the execution of the Purchase Agreement, Purchaser deposited with Anadarko an earnest money deposit (the "Deposit") in the amount of $43 million to be applied against the purchase price at closing or, if Anadarko terminates the Purchase Agreement because Purchaser has materially breached Purchaser's representations, warranties or covenants under the Purchase Agreement, to be retained by Anadarko, as its sole and exclusive remedy, as liquidated damages.  If the Purchase Agreement is terminated for any reason other than as stated in the preceding sentence, Anadarko is obligated to return the Deposit to Purchaser.
  Anadarko has agreed to indemnify Purchaser after the closing, subject to certain limitations, for losses incurred by Purchaser to the extent resulting from, arising out of or relating to (i) Anadarko's breach of any representation or warranty of Anadarko contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (ii) Anadarko's failure to perform any covenant or agreement contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (iii) liabilities associated with assets or properties not part of the Assets, (iv) certain scheduled litigation and other proceedings and other litigation and other proceedings that arise out of or are attributable to Anadarko's ownership or operation of the Assets after February 1, 2007 but before the closing, (v) litigation and other proceedings that arise after closing for personal injury or death arising and occurring before the closing which is attributable to Anadarko's ownership or operation of the Assets, (vi) obligations or liabilities attributable to scheduled incidences of noncompliance with laws by Anadarko, (vii) certain retained employee liabilities, and (viii) any off-site environmental liabilities occurring prior to the closing that relate to the Assets.  Purchaser has agreed to indemnify Anadarko after the closing, subject to certain limitations, for losses incurred by Anadarko to the extent resulting from, arising out of or relating to (a) Purchaser's breach of any representation or warranty of Purchaser contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (b) Purchaser's failure to perform any covenant or agreement contained in the Purchase Agreement or confirmed in any certificate furnished in connection therewith, (c) the ownership, use or operation of the Assets after the Effective Time, (d) other than off-site environmental liabilities retained by Anadarko, any environmental liabilities associated with the Assets, and (e) certain obligations and liabilities of Anadarko with respect to the Assets that will be assumed by Purchaser at the closing.  Neither Anadarko, on the one hand, nor Purchaser, on the other hand, will be obligated to indemnify the other (and other related indemnified persons specified in the Purchase Agreement) for losses until the amount of all losses incurred by such person and such other indemnified persons exceeds, in the aggregate, $21.5 million (the "Deductible"), in which event the party seeking indemnification may recover all losses incurred in excess of the Deductible, up to a maximum liability of $215 million.
  In connection with the Acquisition, hedges in respect of a significant portion of estimated production for 2007, 2008 and 2009 were entered into by the seller and will be assumed by Purchaser.
  To ensure that EXCO has sufficient financing to complete the Acquisition and EXCO's previously announced purchase from APC of oil and natural gas properties in the Vernon and Ansley Fields in Jackson Parish, Louisiana, EXCO received a revised Commitment Letter dated as of February 1, 2007, from J.P. Morgan Securities Inc. and JPMorgan Chase Bank, N.A.  This Commitment Letter supersedes and replaces the commitment letter we received on December 22, 2006, in conjunction with our entering into the Purchase and Sale Agreement with APC to acquire its assets in the Vernon and Ansley Fields in Louisiana.  The new Commitment Letter provides for a senior secured revolving credit facility in the amount of $1.8 billion and a bridge loan facility in the amount of $1.1 billion (collectively, the "Credit Facilities").  If used to finance the Acquisition, the Credit Facilities will contain customary representations, warranties and covenants, and the closing of the Credit Facilities will be subject to the satisfaction of customary closing conditions.  EXCO is also considering other financing alternatives.
  Item 7.01 Regulation FD Disclosure.
  On February 2, 2007, EXCO issued a press release announcing the signing of the Purchase Agreement, a copy of which is furnished as Exhibit 99.1. In accordance with general instruction B.2 to Form 8-K, such information is being "furnished" and shall not be deemed "filed" with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any other filing under the Securities Act of 1933.
  Item 9.01 Financial Statements and Exhibits.
  (d)   Exhibits.
  99.1   	Press Release, dated February 2, 2007
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  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.
  EXCO Resources, Inc.
  February 6, 2007
  By:
  /s/ J. Douglas Ramsey, Ph.D.
  Name: J. Douglas Ramsey, Ph.D.
  Title: Vice President and Chief Financial Officer
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  Exhibit Index
  Exhibit No.
  Description
  99.1
  Press Release, dated February 2, 2007