Exhibit 4.8

        Amendment No. 3 to EXCO Resources, Inc.'s 1998 Stock Option Plan


Article 5 of the EXCO Resources, Inc. 1998 Stock Option Plan is hereby amended
to read as follows:

"ARTICLE 5: Shares Subject to Plan. Subject to adjustment as provided in
ARTICLES 13 and 14, the maximum number of shares of Common Stock that may be
delivered pursuant to Awards granted under the Plan is (a) three million, five
hundred thousand (3,500,000); plus (b) shares of Common Stock previously
subject to Awards which are forfeited, terminated, or expired unexercised; plus
(c) without duplication for shares counted under the immediately preceding
clause, a number of shares of Common Stock equal to the number of shares
repurchased by the Company in the open market or otherwise and having an
aggregate repurchase price no greater than the amount of cash proceeds received
by the Company from the sale of shares of Common Stock under the Plan; plus (d)
any shares of Common Stock surrendered to the Company in payment of the
exercise price of options issued under the Plan. Shares to be issued may be
made available from authorized but unissued Common Stock, Common Stock held by
the Company in its treasury, or Common Stock purchased by the Company on the
open market or otherwise. During the term of this Plan, the Company will at all
times reserve and keep available the number of shares of Common Stock that
shall be sufficient to satisfy the requirements of this Plan."