UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO~~

~~SECTION~~Pursuant to Section 13 ORor 15(Dd) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~report (Date of earliest event reported): January 29, 2010 (January 27, 2010)~~Report

(Date of earliest event reported)

February 4, 2010

TXCO Resources Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Its~~its ~~Charter~~charter)

Delaware

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

(State or other Jurisdiction of Incorporation)

777 E. Sonterra Blvd., Suite 350
San Antonio, Texas	78258
(Address of principal executive offices)	(Zip Code)

0-9120	84-0793089
(Commission File Number)	(IRS Employer Identification No.)

(210) 496-5300

~~777~~(Registrant's E.telephone ~~Sonterra Blvd.~~number, ~~Suite 350~~

~~San~~including ~~Antonio,~~area ~~Texas 78258~~code)

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (210) 496-5300

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 18.~~03 Bankruptcy or~~01 Other ~~Receivership~~Events.

AsOn ~~previously~~February ~~disclosed~~4, ~~on May 17~~2010, ~~2009,~~ TXCO Resources Inc. (the “"Company”") , and its subsidiaries ~~TXCO Energy Corp.~~ (collectively, ~~Texas~~the ~~Tar Sands Inc.~~"Debtors"), ~~Output~~as ~~Acquisition Corp.,~~required ~~Opex~~in ~~Energy,~~connection ~~LLC,~~with ~~Charro~~the ~~Energy,~~Debtors' ~~Inc~~cases (Case No., ~~TXCO~~09-51807 ~~Drilling~~through ~~Corp.,~~09-51817) ~~Eagle~~under ~~Pass Well~~chapter ~~Service,~~11 ~~L.L.C.,~~of ~~PPL~~the ~~Operating,~~United ~~Inc.,~~States Bankruptcy ~~Maverick~~Code ~~Gas~~(the ~~Marketing,~~"Bankruptcy ~~Ltd.~~Code"), ~~and Maverick-Dimmit~~filed ~~Pipeline,~~an ~~Ltd.~~unaudited ~~(collectively,~~consolidated ~~“TXCO”)~~Monthly ~~filed~~Operating ~~voluntary~~Report ~~petitions~~ for ~~relief~~the ~~under~~period ~~Chapter~~ended 11December of31, 2009 (the ~~U.S.~~"Monthly ~~Bankruptcy~~Operating ~~Code~~Report") with the United States Bankruptcy Court for the Western District of ~~Texas~~ Texas (the “"Bankruptcy Court”") ~~(Case No~~. ~~09-51807).~~ OnA ~~January~~copy ~~11,~~of ~~2010, TXCO entered into a definitive Purchase and Sale Agreement (~~the ~~“Purchase Agreement”) to~~Monthly ~~sell a substantial portion of TXCO’s assets to Newfield Exploration Company~~Operating ~~(“Newfield”) and~~Report ~~Anadarko~~is ~~E&P Company LP (“Anadarko,” and together with Newfield, collectively the “Purchasers”). As a result, TXCO~~ filed ~~the~~as ~~Second~~Exhibit ~~Amended Plan of Reorganization for TXCO Resources Inc~~99.,1 etto ~~al.,~~this ~~Debtors and Debtors-in-Possession based on Sale of Debtors’ Assets (the “Plan”) with the Bankruptcy Court~~report.

OnThe ~~January~~Monthly 27Operating Report was prepared solely for the purpose of complying with monthly reporting requirements, ~~2010~~and in a format prescribed, under the Bankruptcy Code ~~Court~~and ~~entered~~should annot ~~order~~be ~~(the~~used ~~“Confirmation~~for investment purposes. The Monthly Operating ~~Order”)~~Report ~~confirming~~is ~~the~~limited ~~Plan,~~in asscope ~~modified~~and ~~pursuant~~covers toa limited time period and may not be indicative of the ~~rulings~~Company's financial condition or results of operations for any period that would be reflected in the Company's financial statements or its ~~Bankruptcy~~periodic ~~Court~~reports ~~and~~under the ~~agreements~~Securities Exchange Act of ~~various~~1934, ~~parties~~as amended. The ~~Company currently~~ ~~anticipates~~financial information that the ~~effective~~Monthly ~~date~~Operating ofReport contains is preliminary and unaudited and is subject to revision. The financial statements in the Monthly ~~Plan~~Operating ~~will~~Report beare onnot orprepared ~~about~~in ~~February~~accordance ~~11,~~with accounting ~~2010~~principles (generally accepted in the ~~“Effective Date”~~United States ("GAAP"). Aand, ~~copy~~therefore, ofmay exclude ~~the~~items ~~Plan~~required by GAAP, such as ~~confirmed~~certain byreclassifications, eliminations, accruals, valuations and disclosures. There can be no assurance that the information ~~Bankruptcy~~in ~~Court~~the Monthly Operating Report is complete, and the Company ~~Confirmation~~cautions ~~Order~~readers ~~are~~not ~~attached~~to ~~hereto~~place asundue ~~Exhibits~~reliance ~~2.1~~on ~~and~~the 99Monthly Operating Report.1, The ~~respectively~~information in the Monthly Operating Report is not, and ~~are~~should ~~incorporated~~not ~~herein~~be byviewed as, ~~reference~~indicative of future results.

~~Summary~~Additional ofinformation regarding the ~~Plan~~Debtors' bankruptcy cases, including access to court documents and other general information, is available through the Company's web site at http://www.txco.com by following the link entitled "Click here for claim agent" or at http://cases.administarllc.com/txco. Information contained on, or that can be accessed through, such web sites is not part of this report.

The following is a summary of the material terms of the Plan, as confirmed by the Bankruptcy Court. This summary is qualified in its entirety by reference to the Plan. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

The Plan provides, among other things, that (i) substantially all of the Debtors’ assets will be sold to the Purchasers pursuant to the Agreement, (ii) most of the remaining assets will be transferred to a liquidating trust (the “Liquidating Trust”) for the benefit of holders of the Company’s equity interests, (iii) one holder of an equity interest in the Company will receive a beneficial interest (the “Beneficial Interest”) in the Liquidating Trust that will entitle such holder to receive distributions from the Liquidating Trust; (iv) the other holders of the Company’s equity interests will be entitled to a distribution prior to any distribution of cash or other assets to the holder of the Beneficial Interest; and (v) all existing equity interests in the Company will be terminated.

The claims and interests in TXCO are divided into 12 classes under the Plan. The Plan provides for payment in full of the Allowed DIP Loan Secured Claim (Class 1), Allowed Secured Claims of holders of Senior Mineral Liens (Class 2), Allowed Secured Claims of Revolver Lenders (Class 3), Allowed Secured Claims of the Term Loan Lenders (Class 4), Allowed Secured Claims of holders of Junior Mineral Liens (Class 5), Allowed Secured Tax Claims (Class 6), Allowed Priority Non-Tax Claims (Class 7), Allowed General Unsecured Claims (Class 8), and Allowed Other Secured Claims (Class 13). Allowed Intercompany Claims (Class 10) will be discharged at the Effective Time.

The Plan provides for the distribution of a Beneficial Interest to holders of Redeemed Preferred Stock (Class 11A). Holders of Preferred Stock (Class 11B) will be paid $7,575,000, and holders of Common Stock (Class 12) will be paid their pro rata share of $10,000,000 as funds become available. Newfield is the sole holder of Redeemed Preferred Stock (Class 11A). The Plan provides that Newfield, as the sole holder of Redeemed Preferred Stock (Class 11A) will receive no distribution on its Beneficial Interest until such time as the holders of Preferred Stock (Class 11B) have been paid in full and the aggregate sum of $10 million has been distributed pro rata to the holders of Common Stock (Class 12).

Depending on the proceeds, if any, ultimately received by the Liquidating Trust in respect of the assets it will retain after the closing of the transactions contemplated by the Agreement, the Company anticipates that holders of Preferred Stock (Class 11B) and Common Stock (Class 12) may receive some cash or other property in respect of the equity interests they held on the Effective Date. However, the amount of cash or other property that may ultimately be received by the holders of Common Stock (Class 12) will be limited to $10,000,000 in the aggregate and cannot be paid until the holders of interests in the Preferred Stock (Class 11B) have received $7,575,000. The Company can make no assurances as to whether the holders of Redeemed Preferred Stock (Class 11A), Preferred Stock (Class 11B), or Common Stock (Class 12) will ultimately receive any cash or other property or as to the amount, if any, that they may receive in respect thereof. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any Company equity securities. The Record Date for the holders of Common Stock eligible to receive a distribution, if any, from the Liquidating Trust, will be the Effective Date, which is currently anticipated to be on or after February 11, 2010.

Immediately prior to the confirmation of the Plan, the authorized capital stock of the Company consisted of 100,000,000 shares of common stock and 10,000,000 shares of preferred stock, par value $0.01 per share. Immediately prior to the confirmation of the Plan, there were 38,315,955 shares of common stock, 51,909 shares of Series D preferred stock, and 15,000 shares of Series E preferred stock issued and outstanding. All equity interests of the Company (including all outstanding shares of common stock, preferred stock, options, warrants or contractual or other rights to acquire any equity interests) will be cancelled and extinguished on the Effective Date.

Information regarding the assets and liabilities of the Company is included in the Monthly Operating Report for the month ended November 30, 2009, which is attached as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 8, 2010 and incorporated herein by reference.

Most of TXCO’s 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, or on the web site established by TXCO’s claims and noticing agent (http://cases.administarllc.com/txco). Information contained on, or that can be accessed through, such web sites or the Bankruptcy Court's web site is not part of this report.

Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and ~~Section~~ Section 21E of the Securities Exchange Act of 1934, as amended. ~~Statements~~ byStatements ~~TXCO~~by ~~(which term, unless otherwise specified or~~ the ~~context~~Company ~~otherwise requires, refers to TXCO Resources Inc. and its subsidiaries)~~ of expectations, anticipations, beliefs, plans, intentions, targets, estimates, or projections and similar expressions relating to the future are forward-looking statements within the meaning of these laws. 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 ~~TXCO’~~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 ~~TXCO’s~~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~~ the Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements include the following: TXCO’s ability to obtain court approval with respect to motions in the chapter 11 cases prosecuted by TXCO from time to time; TXCO’s ability to consummate the Plan with respect to TXCO’s bankruptcy cases; actions by third party co-owners in properties in which TXCO also owns an interest; 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 other risks referenced from time to time in TXCO’s filings with the Securities and Exchange Commission, including the risk factors listed in Part II, Item 1A, “Risk Factors” in TXCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission on November 9, 2009. The Company can make no assurances as to whether the holders of its preferred or common equity securities will ultimately receive any cash or other property in respect of such securities or as to the amount, if any, that they may receive in respect thereof. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any equity securities.2

Some of the factors that may cause actual results, developments and business decisions to differ materially from those contemplated by any forward-looking statements include the following: the ability of the Company (which term, unless otherwise specified or the context otherwise requires, refers in this paragraph to TXCO Resources Inc. and its subsidiaries) to continue as a going concern; the Company's ability to satisfy the conditions for drawing on any existing debtor-in-possession financing and to obtain additional debtor-in-possession financing on an interim or final basis; the ability of the Company to operate pursuant to the terms and conditions of any debtor-in-possession financing and any cash collateral order entered by the Bankruptcy Court 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 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; the Company's ability to secure additional financing; and other risks referenced from time to time in the Company's filings with the Securities and Exchange Commission, including the risk factors listed in Part II, Item 1A, "Risk Factors" in the Company's Quarterly Report on Form 10-Q 3for the quarterly period ended September 30, 2009, filed with the Securities and Exchange Commission on November 9, 2009.~~03 Material~~ ~~Modification~~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 Resources Inc.'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 ~~Rights~~these constituencies. Accordingly, the Company urges that extreme caution be exercised with respect to existing and future investments in any of ~~Security~~these liabilities ~~Holders~~and/or securities.

Pursuant to the Plan, all equity interests of the Company, including but not limited to all outstanding shares of common stock, preferred stock, options, warrants or contractual or other rights to acquire any equity interests, will be cancelled and extinguished on the Effective Date. The Record Date for the holders of Common Stock eligible to receive a distribution, if any, from the Liquidating Trust, will be the Effective Date, which is currently anticipated to be on or after February 11, 2010.

In addition, on the Effective Date, the Company intends to file a cease trading request with the Financial Industry Regulatory Authority and Pink OTC Markets Inc. Accordingly, as of the Effective Date, the Company’s common stock will cease trading and be removed from the Pink Sheets quotation system. The Company will file a Form 15 with the Securities and Exchange Commission to deregister its common stock under Section 12(g) of the Exchange Act. The Company’s reporting obligations under the Exchange Act will subsequently be suspended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Monthly Operating Report for the period ended December 31, 2009.

Exhibit No.		Description
2.1		Second Amended Plan of Reorganization for TXCO Resources Inc., et al., as confirmed by the Bankruptcy Court on January 27, 2010.
99.1		Confirmation Order of the Bankruptcy Court.

SIGNATURE

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: January 29, 2010	/s/ James E. Sigmon
Dated: February 5, 2010	/s/James E. Sigmon
	James E. Sigmon
	Chairman and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
Exhibit Number		Description
2.1		Second Amended Plan of Reorganization for TXCO Resources Inc., et al., as approved by the Bankruptcy Court on January 27, 2010.
99.1		Monthly Operating Report for the period ended December 31, 2009.
99.1		Confirmation Order of the Bankruptcy Court.

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