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):

November 28, 2007

____________________

TXCO Resources Inc.

(Exact name of registrant as specified in its charter)

____________________

Delaware	0-9120	84-0793089
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	777 East 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))

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Statements in this Current Report on Form 8-K which are not historical, including statements regarding the Company’s or management’s intentions, hopes, beliefs, expectations, representations, projections, estimations, plans or predictions of the future with respect to the proceeds of the private placement described below, are forward-looking statements and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. It is important to note that actual results may differ materially from the results predicted in any such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the costs of exploring and developing new oil and natural gas reserves, the price for which such reserves can be sold, environmental concerns affecting the drilling of oil and natural gas wells, as well as general market conditions, competition and pricing. Please refer to the “Risk Factors” section of our Form 10-K for the year ended December 31, 2006, and our Form 10-Q for the quarter ended September 30, 2007.  Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. The Company assumes no responsibility to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation.

ITEM 7.01 REGULATION FD DISCLOSURE

On November 28, 2007, TXCO Resources Inc (the “Company”) issued a press release announcing the closing of its previously announced private placement of the Company's Series C Perpetual Convertible Preferred Stock, effective November 21, 2007. The text of the press release issued by the Company is furnished herewith as Exhibit 99.1.

ITEM 8.01 OTHER EVENTS

On November 21, 2007, the Company filed a Current Report on Form 8−K describing a Securities Purchase Agreement entered into by the Company on November 20, 2007 with certain institutional investors providing for the sale to such investors of an aggregate of 55,000 shares of the Company’s Series C Perpetual Convertible Preferred Stock for an aggregate purchase price of $55 million.

The Private Placement closed effective November 21, 2007. Lazard Frères & Co. LLC served as lead placement agent in the private offering and BMO Capital Markets Corp. served as co-placement agent.

For a description of the transaction, reference is made to the Current Report on Form 8−K filed on November 21, 2007.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release, dated November 28, 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.

	TXCO RESOURCES INC.
Date: November 28, 2007	/s/ P. Mark Stark
	P. Mark Stark
	Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated November 28, 2007.

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EX-99.1

For Immediate Release		Contact Information
Wednesday, November 28, 2007		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 Closes Private Placement of Preferred Stock

SAN ANTONIO - November 28, 2007 - TXCO Resources Inc. (Nasdaq:TXCO) today announced the close of its previously announced private placement of preferred stock, effective November 21, 2007.

The placement consists of 55,000 shares, or $55 million, of its Series C Perpetual Convertible Preferred Stock. Details regarding the placement are more fully discussed in a Form 8-K filed with the Securities and Exchange Commission on November 21, 2007.

Lazard Frères & Co. LLC served as lead placement agent in the private offering and BMO Capital Markets Corp. served as co-placement agent.

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 shareholder 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. Such statements include those relating to budget and drilling plans, capital expenditures, production levels, the timing, number and cost of wells to be drilled, new projects and expected response, and establishment of reserves. It is important to note that actual results may differ materially from the results predicted in any such forward-looking statements. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including without limitation, the costs of exploring and developing new oil and natural gas reserves, the price for which such reserves can be sold, environmental concerns affecting the drilling of oil and natural gas wells, as well as general market conditions, competition and pricing. More information about potential factors that could affect the Company’s operating and financial results is included in TXCO’s annual report on Form 10-K for the year ended Dec. 31, 2006, and its Form 10-Q for the quarter ended Sept. 30, 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.