SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PICKENS BOONE

(Last)

(First)

(Middle)

8117 PRESTON ROAD

SUITE 260W

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2006

3. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [ XCO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.001 per share	133,400	I	By Madeleine Pickens, spouse
Common Stock, par value $0.001 per share	12,804,833	I	By BP EXCO Holdings II LP⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option	⁽²⁾	10/04/2015	Common Stock	50,000	$7.5	D
Right to Acquire Common Stock	⁽³⁾	⁽³⁾	Common Stock	⁽³⁾	⁽³⁾	I	BP EXCO Holdings LP⁽³⁾

1. Name and Address of Reporting Person^*

PICKENS BOONE

(Last)

(First)

(Middle)

8117 PRESTON ROAD

SUITE 260W

(Street)

DALLAS

75225

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BP EXCO Holdings II LP

(Last)

(First)

(Middle)

8117 PRESTON ROAD

SUITE 260W

(Street)

DALLAS

75225

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BP EXCO Holdings GP, LLC

(Last)

(First)

(Middle)

8117 PRESTON ROAD

SUITE 260W

(Street)

DALLAS

75225

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BP EXCO Holdings LP

(Last)

(First)

(Middle)

8117 PRESTON ROAD

SUITE 260W

(Street)

DALLAS

75225

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Mr. Pickens is the sole member of BP EXCO Holdings GP, LLC, the general partner of BP EXCO Holdings II LP.

2. This option vests in four equal annual installments beginning on October 5, 2005.

3. Mr. Pickens is the sole member of BP EXCO Holdings GP, LLC, the general partner of BP EXCO Holdings LP. BP EXCO Holdings LP owns preferred stock of an affiliate of the issuer which is to be redeemed within 5 business days of the issuer's IPO. The redemption price for this preferred stock will be (a) cash in the amount of $150 million plus accrued and unpaid dividends at a rate of 15% and (b) that number of shares of issuer's common stock, cash, or any combination thereof, at BP EXCO Holdings LP's election, necessary to produce an overall 23% annualized rate of return on the stated value of the preferred stock as of the date of redemption. For purposes of calculating the rate of return, the common stock will be valued at the lesser of $12 or the IPO offering price.

Remarks:

	/s/ Boone Pickens	02/07/2006
	/s/ Boone Pickens, as sole member of the general partner of BP EXCO Holdings II LP	02/07/2006
	/s/ Boone Pickens, as sole member	02/07/2006
	/s/ Boone Pickens, as sole member of the general partner of BP EXCO Holdings LP	02/07/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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