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):

August 8, 2007

EXCO RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Texas	0-9204	74-1492779
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

12377 Merit Drive
Suite 1700, LB 82
Dallas, Texas		75251
(Address of principal		(Zip Code)
executive offices)

Registrant’s telephone number, including area code: (214) 368-2084

(Former name or former address, if changed since last report): Not applicable

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))

Section 5– Corporate Governance and Management

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

On August 8, 2007, the Board of Directors of EXCO Resources, Inc., a Texas corporation (“EXCO”), amended and restated EXCO’s Bylaws effective as of July 1, 2007 (the “Restated Bylaws”). The Restated Bylaws were amended to expressly provide that EXCO’s Board of Directors may delegate by resolution to the Chief Executive Officer the power to appoint employees as divisional officers and establish the duties of such divisional officers. The foregoing description is not complete and is qualified in its entirety by reference to the Restated Bylaws, which are filed herewith as Exhibit 3.1 and incorporated herein by reference.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amended and Restated Bylaws of EXCO Resources, Inc., filed herewith.

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.

Date: August 10, 2007	By:	/s/ J. DOUGLAS RAMSEY
		J. Douglas Ramsey, Ph.D.
		Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description

3.1		Amended and Restated Bylaws of EXCO Resources, Inc., filed herewith.