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)

May 17, 2009

TXCO Resources Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-9120	84-0793089
(State or other jurisdiction	(Commission File	(IRS Employer
of 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):

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 1.03                      Bankruptcy or Receivership.

On May 17, 2009, TXCO Resources, Inc., a Delaware corporation (the "Company"), and its subsidiaries (collectively, the "Debtors") filed voluntary petitions for relief (collectively, the "Bankruptcy Filing") under chapter 11 of the United States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy Court for the Western District of Texas (the "Bankruptcy Court").  A copy of the press release announcing the filing is attached as Exhibit 99.1 to this report and incorporated by reference herein.

The Debtors' chapter 11 cases (the "Cases") are being jointly administered by the Bankruptcy Court as Case No. 09-51807 through Case No. 09-51817. The Debtors are continuing to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

In addition to the Company, the Debtors are comprised of TXCO Energy Corp., a Texas corporation,  Eagle Pass Well Services, L.L.C., a Texas limited liability company, TXCO Drilling Corp., a Texas corporation, Texas Tar Sands, Inc., a Texas corporation, Charro Energy, Inc., a Texas corporation, Output Acquisition Corp., a Texas corporation, OPEX Energy, LLC, a Texas limited liability company, PPL Operating, Inc., a Texas corporation, Maverick Gas Marketing, Ltd., a Texas limited partnership, and Maverick Dimmit Pipeline, Ltd., a Texas limited partnership.

TXCO filed a motion with the Bankruptcy Court for an interim order seeking approval of an anticipated debtor-in-possession financing pursuant to a Summary of Terms and Conditions with potential DIP lenders (the "DIP Term Sheet"). The DIP Term Sheet contemplates that certain lenders would provide to TXCO debtor-in-possession financing (the "DIP Facility") composed of a multiple draw term loan facility in an aggregate principal amount of up to $32,000,000 (the "Total Commitment"), with an initial $12,500,000 anticipated to be made available on an interim basis subject to the fulfillment by TXCO of specified conditions precedent, including entry by the Bankruptcy Court of an interim order. The anticipated commitment of the DIP lenders to provide DIP loans under the DIP Facility is subject to a number of conditions, including entry by the Bankruptcy Court of an interim order and completion of loan documentation satisfactory in form and substance to the DIP lenders. There can be no assurance that TXCO will be able to obtain financing on the terms proposed in the DIP Term Sheet or at all.

As a result of the Bankruptcy Filing, the Debtors are periodically required to file various documents with, and provide certain information to, the Bankruptcy Court, including statements of financial affairs, schedules of assets and liabilities, monthly operating reports and other financial information.  Such materials will be prepared according to requirements of federal bankruptcy law and may in some cases present information on an unconsolidated basis.  While they would accurately provide then-current information required under federal bankruptcy law, such materials will contain information that may be unconsolidated and will generally be unaudited and prepared in a format different from that used in the Company's consolidated financial statements filed under the securities laws.  Accordingly, the Company believes that the substance and format of such materials do not allow meaningful comparison with its regular publicly-disclosed consolidated financial statements.  Moreover, the materials filed with the Bankruptcy Court are not prepared for the purpose of providing a basis for an investment decision relating to the Company's or other Debtors' stock or debt or for comparison with other financial information filed with the Securities and Exchange Commission.

Most of the Debtors' 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.  The Company undertakes no obligation to make any further public announcement with respect to the documents filed with the Bankruptcy Court or any matters referred to therein.

As disclosed in our Form 8-K filed on April 22, 2009, we received Notice of Acceleration documents from the lenders under the $50 million Senior Credit Agreement and the $100 million Term Loan Agreement, which demands immediate payment of the entire amounts due under these facilities and terminates the lenders' commitments to make additional revolving credit loans.  Any efforts to enforce such payment obligations against the Company under the above referenced credit facilities are stayed as a result of the commencement of the chapter 11 cases in the Bankruptcy Court.

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of

Certain Officers; Compensatory Arrangements of Certain Officers

On May 15, 2008, the Company amended its Bylaws to provide that the Company's Controller shall be the principal accounting officer of the Company.  By virtue of such amendment, the Company's current Controller, Richard A. Sartor, became the Company's principal accounting officer.

Mr. Sartor, age 56, has served as the Company's Controller since April 1997.  He has nearly 30 years of accounting and energy industry experience. A Certified Public Accountant since 1980, Mr. Sartor operated a private accounting practice from 1989 to 1997 and has been with such companies as Tesoro Petroleum, Gulf Energy & Development and Hondo Oil & Gas. Mr. Sartor received a Bachelor of Business Administration degree from the University of Texas at Austin and an MBA from the University of Texas at San Antonio.

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

On May 15, 2009, the Board of Directors of the Company approved an amendment (the "Amendment") to the Company's Bylaws to provide that the Company's Controller shall be the principal accounting officer of the Company.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the text of the Amendment attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

Exhibit No.	Description
3.1	Amendment to Amended and Restated By-Laws of TXCO Resources Inc. adopted May 15, 2009
99.1	Press release dated May 18, 2009, entitled "TXCO Resources Files Voluntary Bankruptcy Petition Under Chapter 11"

SIGNATURE

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.
Dated: May 18, 2009	/s/ James E. Sigmon
	James E. Sigmon
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
3.1	Amendment to Amended and Restated By-Laws of TXCO Resources Inc. adopted May 15, 2009
99.1	Press release dated May 18, 2009, entitled "TXCO Resources Files Voluntary Bankruptcy Petition Under Chapter 11"

EX-3.1

Exhibit 3.1

AMENDMENT TO

AMENDED AND RESTATED BYLAWS

OF

TXCO RESOURCES, INC.

Adopted May 15, 2009

The Amended and Restated Bylaws (the “Bylaws”) of TXCO Resources, Inc. (the “Corporation”) are amended as follows:

1.           Section 1 of Article VI of the Bylaws is amended and restated to read in its entirety as follows:

Officers.  The officers of the Corporation shall be elected by the Board of Directors and shall be a Chief Executive Officer, a President, a Controller and a Secretary.  The Board of Directors may also choose a Chairman of the Board, one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Any two (2) or more offices may be held by the same person.

2.           Section 12 is hereby added to Article VI of the Bylaws as follows:

Controller.  The Controller of the Corporation shall be the principal accounting officer of the Corporation.

IN WITNESS WHEREOF, the undersigned Secretary of the Corporation certifies that the foregoing amendments to the Bylaws were duly adopted by the Board of Directors on May 15, 2009.

Dated: May 15, 2009

TXCO RESOURCES, INC.

By:           /s/ M. Frank Russell

M. Frank Russell, Secretary

EX-99.1

For Immediate Release	Contact Information
Monday, May 18, 2009	James E. Sigmon
	(210) 496-5300 ext. 216, jsigmon@txco.com

TXCO Resources Files Voluntary Bankruptcy Petition Under Chapter 11

SAN ANTONIO -- May 18, 2009 -- TXCO Resources Inc. (Nasdaq:TXCO) today announced the Company and its subsidiaries have filed voluntary petitions for relief under chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the Western District of Texas.

The filing was precipitated by a series of events that led to a contraction in TXCO's liquidity, impairing its ability to operate its business. The Company has continued to experience substantial difficulties in meeting short-term cash needs, particularly in relation to vendor commitments. Extreme volatility in energy prices and a deteriorating global economy have created difficulties in the capital markets and have hindered TXCO's ability to raise debt and/or equity capital. Faced with these constraints, and after extensive efforts to improve the Company's liquidity, TXCO and its subsidiaries filed their chapter 11 petitions.

The Company has filed a variety of first day motions with the Court that, with Court approval, will allow it to continue to conduct business without interruption. These motions are primarily designed to obtain post bankruptcy financing and minimize the impact on the Company's operations, customers and employees. During the reorganization process, suppliers should expect to be paid for post-petition purchases of goods and services in the ordinary course of business.

TXCO filed a motion with the Bankruptcy Court for an interim order seeking approval of an anticipated debtor-in-possession financing pursuant to a Summary of Terms and Conditions with potential DIP lenders (the "DIP Term Sheet"). The DIP Term Sheet contemplates that certain lenders would provide to TXCO debtor-in-possession financing (the "DIP Facility") composed of a multiple draw term loan facility in an aggregate principal amount of up to $32,000,000 (the "Total Commitment"), with an initial $12,500,000 anticipated to be made available on an interim basis subject to the fulfillment by TXCO of specified conditions precedent, including entry by the Bankruptcy Court of an interim order. The anticipated commitment of the DIP lenders to provide DIP loans under the DIP Facility is subject to a number of conditions, including entry by the Bankruptcy Court of an interim order and completion of loan documentation satisfactory in form and substance to the DIP lenders. There can be no assurance that TXCO will be able to obtain financing on the terms proposed in the DIP Term Sheet or at all.

About TXCO Resources

TXCO Resources 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. TXCO's business strategy is to acquire 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." Additional information, including recent regulatory filings and investor presentations, is available at the Company's Web site, www.txco.com.

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Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In particular, statements by TXCO and its subsidiaries (the "Company") regarding future events and developments and the Company's future performance, including statements regarding proceedings relating to the Company's petitions for relief under chapter 11 of Title 11 of the United States Code and the Company's operations and funding during the chapter 11 process, as well as other statements of management's intentions, hopes, beliefs, expectations, representations, projections, estimations, plans or predictions of the future, are forwarding-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Forward-looking statements in some cases can be identified by their being preceded by, followed by or containing words such as "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" and other similar expressions. Forward-looking statements are based on assumptions and assessments made by the Company's management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees of the Company's future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements. Except as required by law, 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. Such statements include those relating to: forecasts of the Company's ability to successfully reorganize and emerge from bankruptcy; estimated financial results; liquidity needs; the Company's ability to finance the Company's working capital requirements; expected oil and gas prices; production volumes; well test results; reserve levels; number of drilling locations; expected drilling plans, including the timing, category, number, depth, cost and/or success of wells to be drilled; expected geological formations; or the availability of specific services, equipment or technologies.

Investors are cautioned that all forward-looking statements involve risks and uncertainties including without limitation the Company's ability to continue as a going concern; the Company's ability to obtain debtor-in-possession (DIP) financing on an interim or final basis; the Company's ability to operate pursuant to the terms and conditions of any DIP financing and any cash collateral order entered by the United States Bankruptcy Court for the Western District of Texas in connection with the Company's bankruptcy 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 of a 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 attract, motivate and retain key executives and employees; the Company's ability to attract and retain customers; 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 commitments, 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 reserves and production can be sold; fluctuation in prices of oil and natural 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. Similarly, these and other factors, including the terms of any reorganization plan ultimately confirmed, can affect the value of the Company's various pre-petition liabilities and TXCO'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 the appropriate caution be exercised with respect to existing and future investments in any of these liabilities and/or securities.