8-K

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)

April 12, 2007

THE EXPLORATION COMPANY OF DELAWARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-9120		84-0793089
(State of	(Commission File		(IRS Employer
incorporation)	Number)		Identification No.)
777 E. Sonterra Blvd., Suite 350
San Antonio, Texas		78258
(Address of principal executive offices)		(Zip Code)

(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):

ྑ     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))

Item 5.03:  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In accordance with new rules promulgated by the NASDAQ Stock Market (“NASDAQ”), all companies with securities listed on NASDAQ must be eligible to participate in the Direct Registration System, which requires that shareholders be able to hold their shares of the Company’s stock in book-entry form without the need for a paper certificate. 

On April 12, 2007, to comply with this new rule the Registrant's Board of Directors approved an amendment and restatement of Article VII, Sections 1, 4 and 5 of the Company's Amended and Restated Bylaws (the "Bylaws") to allow the Company to electronically issue uncertificated shares.  The amendment is effective immediately. Previously, the Bylaws required that all shares of capital stock of the Registrant be represented by certificates. A copy of the amended and restated section of the Bylaws is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01:  Financial Statements and Exhibits

Exhibit Number	Description
3.1	Amendment to the Registrant's Amended and Restated Bylaws

SIGNATURE

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

Dated: April 16, 2007

THE EXPLORATION COMPANY OF DELAWARE, INC.

/s/ P. Mark Stark

P. Mark Stark

Chief Financial Officer

(Principal Accounting and Financial Officer)

EX-3.1

Exhibit 3.1

ARTICLE VII.

CERTIFICATES REPRESENTING SHARES

Section 1.Certificates. The shares of the Corporation shall be represented by certificates in such form as shall be determined by the Board of Directors or, where allowed or required by applicable law, shall be electronically issued without a certificate. A resolution approved by the Board of Directors may provide that some or all of any or all classes and series of the shares of the Corporation will be uncertificated shares. Certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall state on the face thereof the holder's name, the number and class of shares, and the par value of such shares or a statement that such shares are without par value. Each certificate shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures on a certificate may be facsimile.

Section 2.Legends. The Board of Directors shall have the power and authority to provide that certificates representing shares of stock shall bear such legends, including, without limitation, such legends as the Board of Directors deems appropriate to assure that the Corporation does not become liable for violations of federal or state securities laws or other applicable law.

Section 3.Lost Certificates. The Corporation may issue a new certificate representing shares in place of any certificate theretofore issued by the Corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. The Board of Directors, in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such form, in such sum, and with such surety or sureties as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.Transfer of Shares. Certificated or uncertificated shares of stock shall be transferable only on the books of the Corporation by the holder thereof or by his duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation or the transfer agent of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5.Registered Stockholders. The Corporation shall be entitled to treat the holder of record of any certificated or uncertificated share or shares of stock as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim or interest in such certificated or uncertificated share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.