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)

April 3, 2008

TXCO Resources 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))

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Item 8.01                      Other Events.

In connection with the previously announced Settlement Agreement, dated March 15, 2008, among TXCO Resources Inc. (the “Company”), Third Point LLC, Daniel S. Loeb and the other parties named therein, the Company is required to file a new preliminary proxy statement with the Securities and Exchange Commission (the “SEC”).  The Company intends to make this filing with the SEC soon.

To allow more time for the Company to subsequently file the definitive proxy statement with the SEC and to solicit stockholder votes for the proposals therein, the Company’s Board of Directors is postponing its 2008 Annual Meeting of Stockholders (the “2008 Annual Meeting”) from Friday, May 9, 2008, to Friday, May 30, 2008.  The time and place of the 2008 Annual Meeting will remain as previously announced.  The Company is also resetting the record date for the 2008 Annual Meeting, as postponed.  Only stockholders of record of the Company’s common stock at the close of business on Monday, April 14, 2008, which is the new record date for the 2008 Annual Meeting, are entitled to notice of, and to vote at, the meeting.

On April 3, 2008, the Company issued a press release relating to the postponement of the 2008 Annual Meeting and the resetting of the record date relating thereto, a copy of which is attached hereto as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release, dated April 3, 2008, entitled “TXCO Announces Postponement of 2008 Annual Meeting of Stockholders”

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SIGNATURE

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

	TXCO Resources Inc.
Dated: April 4, 2008	/s/ P. Mark Stark
	P. Mark Stark
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release, dated April 3, 2008, entitled “TXCO Announces Postponement of 2008 Annual Meeting of Stockholders”

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EX-99.1

Exhibit 99.1

For Immediate Release	TXCO Contacts
Thursday, April 3, 2008	Investors: Roberto R. Thomae
	(210) 496-5300 ext. 214, bthomae@txco.com
	Media: Paul Hart
	(210) 496-5300 ext. 264, pdhart@txco.com

TXCO Resources Announces Postponement

Of 2008 Annual Meeting of Stockholders

SAN ANTONIO -- April 3, 2008 -- TXCO Resources Inc. (Nasdaq: TXCO) announced today that it is postponing its 2008 Annual Meeting of Stockholders to Friday, May 30, 2008, from Friday, May 9, 2008, in order to include additional proposals required to be included in its proxy statement in connection with the previously announced Settlement Agreement with Third Point LLC.

The Company intends to file a new preliminary proxy statement containing the new proposals with the Securities and Exchange Commission (SEC) in the near future and will distribute a definitive proxy statement to its stockholders following the applicable SEC review process. TXCO's Board of Directors decided to postpone the 2008 Annual Meeting to ensure that stockholders have sufficient time to properly evaluate the proposals set forth in the proxy statement and register their votes for the 2008 Annual Meeting.

"We consider the proposals in our proxy statement to be of considerable importance to the future of the Company and the interests of all stockholders and we want to ensure that everyone has the opportunity to carefully evaluate our proposals and cast their votes accordingly," said CEO James E. Sigmon.

TXCO is also resetting the record date for the 2008 Annual Meeting, as postponed. Stockholders of record at the close of business on Monday, April 14, 2008, the new record date for the 2008 Annual Meeting, will be entitled to notice of, and to vote at, the meeting. The time and place of the 2008 Annual Meeting will remain as previously announced at 10 a.m., Central Daylight Time, at The Petroleum Club of San Antonio, 8620 North New Braunfels Avenue, San Antonio, Texas 78217.

About TXCO Resources

TXCO Resources, formerly The Exploration Company, is an independent oil and gas enterprise with interests in the Maverick Basin, the onshore Gulf Coast region and the Marfa Basin of Texas, and the Midcontinent region of western Oklahoma. It has a consistent record of long-term growth in its proved oil and gas reserves, leasehold acreage position, production and cash flow through its established exploration and development programs. TXCO's business strategy is to build stockholder value by acquiring undeveloped mineral interests and internally developing a multi-year drilling inventory through the use of advanced technologies, such as 3-D seismic and horizontal drilling. It accounts for its oil and gas operations under the successful efforts method of accounting and trades its common stock on Nasdaq's Global Select Market under the symbol "TXCO."

Forward-Looking Statements

Statements in this press release that are not historical, including statements regarding TXCO's or management's intentions, hopes, beliefs, expectations, representations, projections, estimations, plans or predictions of the future, are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainty that are beyond TXCO's ability to control or predict. TXCO undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. More information about potential risk factors is included in TXCO's annual report on Form 10-K for the year ended December 31, 2007. These and all previously filed documents are on file at the Securities and Exchange Commission and can be viewed on TXCO's Web site at www.txco.com. Copies are available without charge upon request from the Company.