January 25, 2006

Mr. Douglas H. Miller
Chairman and Chief Executive Officer
Exco Resources, Inc.
12377 Merit Drive, Suite 1700, LB 82
Dallas, Texas 75251

      Re:	Exco Resources, Inc.
      	Amendment No. 1 to Registration Statement on Form S-1
      Filed January 6, 2006
      File No. 333-129935

Dear Mr. Miller:

      We have reviewed your filing and response letter dated
January
6, 2006 and have the following comments.  Where indicated, we
think
you should revise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our
comment
is inapplicable or a revision is unnecessary.  Please be as
detailed
as necessary in your explanation.  In some of our comments, we may
ask you to provide us with information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-1, as amended

Summary, page 1

General

1. Where appropriate, please highlight in the summary that a
majority
of the proceeds from this offering will be used to repay debt and
therefore you do not expect to have proceeds to expand or invest
in
your business.

Corporate Structure, page 13

2. Please revise this figure to more clearly show the ownership
structure after the offering.  For instance, disclose the
percentage
of shares held by insiders and the public.  Also, indicate the
amount
of shares, if any, Exco Holdings Inc. will receive when it merges
with EXCO Resources Inc.

Use of Proceeds, page 31

3. Revise your presentation to provide a table which specifically
addresses the allocation of the proceeds among the four uses
identified.  Separately address any material amounts needed to
complete each of these purposes and the sources thereof.  See
Instruction 3 to Item 504 of Regulation S-K.

Management`s Discussion and Analysis..., page 65

Marketing Arrangements, page 74

4. We note that you sell your NGLs under long-term contracts.  In
this regard, it appears that you have not provided the requisite
backlog disclosure pursuant to Item 101(c)(1)(viii) of Regulation
S-
K.  Please revise.

Our Principal Customers, page 124

5. We note that during the year ended December 31, 2004, an
industrial purchaser accounted for 11% of your total oil and
natural
gas revenues.  Please provide the disclosure required by Item
101(c)(1)(vii) of Regulation S-K regarding this customer.  For
example, identify its name and add a risk factor addressing the
consequences arising from the potential loss of this customer.

Underwriting, page 164

6. We note your response to prior comment 33 and the language that
the representatives propose to include.  Please delete the
language
suggesting that particular matters were reviewed by or with the
Commission.  It may be appropriate, however, to refer to members
of
the staff in the Division as having reviewed particular matters.
Please revise or advise.

Engineering Comments

Summary, page 1

Summary of Geographic Areas of Operation, page 2

7. Regarding response number 41 of your letter dated January 6,
2005
tell us for each of the major areas the range of differences by
property.






Risk Factors, page 14

Risks relating to production curtailments, page 22

8. Expand your disclosure to provide examples within the last
three
years when production was curtailed and how it materially affected
your operations.  If there were no such incidents, then it does
not
appear that this is a material risk and you should remove it from
the
filing.

Management`s Discussion and Analysis of Financial Condition and
Results of Operation,
page 65

Critical Accounting Policies, page 67

Estimates of Proved Reserves, page 67

9. Please include the definition of proved reserves as found in
Rule
4-10(a) of
      Regulation S-X.

Business, page 109

Our Development and Exploitation Project Areas, page 113

10. Please remove the reference to undiscovered natural gas
resource
estimates by the U.S. Geological Survey.  You may only disclose
proved reserves that are net to your interests in SEC filings.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under

the Securities Act of 1933 and that they have provided all
information investors require for an informed investment decision.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Lily Dang at (202) 551-3867 or, in her
absence,
Karl Hiller, Branch Chief, at (202) 551-3686 if you have questions
regarding comments on the financial statements and related
matters.
Please contact James Murphy, Petroleum Engineer, at (202) 551-3703
if
you have any questions regarding comments on the engineering
matters.
Please contact Jason Wynn at (202) 551-3756 or, in his absence,
Tangela Richter, Branch Chief, at (202) 551-3685 with any other
questions.  Direct all correspondence to the following ZIP code:
20549-7010.


							Sincerely,


							H. Roger Schwall
							Assistant Director


cc:	L. Dang
	K. Hiller
      J. Wynn
      T. Richter
      J. Murphy

      via facsimile
      William L. Boeing
      Haynes and Boone, LLP
            (972) 692-9053

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Mr. Douglas H. Miller
Exco Resources, Inc.
January 25, 2006
page 1


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

DIVISION OF CORPORATION FINANCE
MAIL STOP 7010