PROXY STATEMENT

      This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of TBX Resources, Inc. (the "Company"“Company”) of proxies to be voted at the Annual Meeting of Stockholders to be held at the Holiday Inn Select North Dallas, 2645Club Corp Building Conference Center, 3030 LBJ Freeway, Dallas, Texas 75234, on July 31, 2002,November 2, 2004, at 9:008:30 A.M. Central DaylightStandard Time, and at any adjournment thereof, for the purposes set forth in the foregoing Notice of Annual Meeting of Stockholders. The persons named in the enclosed proxy form will vote the shares for which they are appointed in accordance with the directions of the stockholders appointing them. If the enclosed form of proxy is properly executed and returned, the shares of Common Stock represented thereby will be voted in accordance with the instructions thereon. If no instructions are indicated thereon, such shares will be voted in favor of the actions described in this Proxy Statement and for the election of the nomineesnominee set forth under the caption "Election“Election of Directors."” Any stockholder giving such a proxy may revoke it at any time before it is exercised in any manner permitted by law.

     Only holders of shares of Common Stock of record at the close of business on June 27, 2002September 17, 2004 are entitled to vote at the meeting. On the record date, the Company had outstanding and entitled to vote 22,539,75030,772,537 shares of Common Stock, each entitled to one vote upon all matters to be acted upon at the meeting. A majority in interest of the outstanding Common Stock, to be represented at the meeting in person or by proxy, shall constitute a quorum. The affirmative vote of a plurality of the Common Stock so represented is necessary to elect the nomineesnominee for election as directors. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. If a stockholder, present in person or by proxy, abstains on any matter, the stockholder'sstockholder’s Common Stock will not be voted on such matter. Thus, an abstention from voting on any matter has the same legal effect as a vote "against"“against” the matter even though the stockholder may interpret such action differently. Accordingly, except for determining the presence or absence of a quorum for the transaction of business, broker non-votes are not counted for any purpose in determining whether a matter has been approved.

     The principal executive offices of the Company are located at 12300 Ford Road,3030 LBJ Freeway, Suite 194,1320, Dallas, Texas 75234. The Company expects to mail this Proxy Statement and the accompanying form of proxy on or about July 10, 2002.October 5, 2004.

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PRINCIPAL STOCKHOLDERS

     The following table sets forth certain information concerning stock ownership of all persons known by the Company to own beneficially 5% or more of the outstanding shares of the Company'sCompany’s Common Stock, each director of the Company, each executive officer of the Company named under "Executive Compensation"“Executive Compensation” and all officers and directors of the Company as a group as of December 31, 2001:September 17, 2004:

(1)

Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 shares of our common stock each year at a price which shall not be greater than 50% of the average bid price for our common stock during the previous year. This right to purchase cumulates so that if Mr. Burroughs does not purchase the shares to which he is entitled from a year, that amount of shares that are not purchased is added to the previous number of shares that Mr. Burroughs may purchase. The result is that Mr. Burroughs shall have the right to acquire an additional 2,500,000 shares of our common stock over a five-year period. Mr. Burroughs currently owns 1,500,000 shares of our common stock and is also currently entitled to purchase 1,000,000 additional shares pursuant to his employment agreement, which results in Mr. Burroughs owning or being currently entitled to purchase a total of 2,500,000 shares of our common stock.

(2)

John O. Clayton currently owns 99,000 shares of our common stock and is also currently entitled to purchase 10,000 additional shares pursuant to an agreement with our company, which results in Mr. Clayton owning or being currently entitled to purchase a total of 109,000 shares of our common stock. Mr. Clayton's options to purchase are exercisable for the period commencing January 18, 2002, and terminating January 18, 2012, and provide that these additional shares may be acquired on the basis of $0.35 per share of common stock, if exercised.

(3)

Joe A. Ayres currently owns 64,998 shares of our common stock and is also currently entitled to purchase 10,000 additional shares pursuant to an agreement with our company, which results in

(1)	Effective December 1, 1999, we entered into an employment agreement with our President, Mr. Burroughs, whereby Mr. Burroughs shall receive stock options good for five years from the date of issuance to purchase up to 500,000 shares of our common stock each year at a price which shall not be greater than 50% of the average bid price for our common stock during the previous year. This right to purchase cumulates so that if Mr. Burroughs does not purchase the shares to which he is entitled from a year, that amount of shares that are not purchased is added to the previous number of shares that Mr. Burroughs may purchase. The result is that Mr. Burroughs shall have the right to acquire an additional 2,500,000 shares of our common stock over a five-year period. Mr. Burroughs currently owns 1,565,896 shares of our common stock and is also currently entitled to purchase 1,500,000 additional shares pursuant to his employment agreement, which results in Mr. Burroughs owning or being currently entitled to purchase a total of 3,065,896 shares of our common stock.
(2)	The beneficiary of the Burroughs Family Trust is Becca Burroughs, the daughter of Tim Burroughs, our President.
(3)	Percentages are based on 30,772,537 shares of Common Stock issued and outstanding as of September 17, 2004.

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Mr. Ayres owning or being currently entitled to purchase a total of 74,998 shares of our common stock. Mr. Ayres' options to purchase are exercisable for the period commencing January 18, 2002, and terminating January 18, 2012, and provide that these additional shares may be acquired on the basis of $0.35 per share of common stock, if exercised.

(4)

The beneficiary of the Burroughs Family Trust is Becca Burroughs, the daughter of Tim Burroughs, our President.

ELECTION OF DIRECTORS

     The Board of Directors is elected each year to hold office for a one (1) year term and until their successors are duly elected and qualified. The term of office of the current directors expires at the 20022004 Annual Meeting. The accompanying form of proxy will be voted for the election as director, of the three nomineesnominee listed below, who areis now directors,a director, unless the proxy contains contrary instructions. Management has no reason to believe that the nomineesnominee will become unable or unwilling to serve as directors.director. However, if the nomineesnominee should become unable or unwilling to serve as directors,director, the proxy will be voted for the election of such person or persons as shall be designated by the directors.

     Tim Burroughsis the President, and founder of TBX Resources, Inc. Mr. Burroughs has been our President and Chairman of the Board of Directors since our company'scompany’s inception in 1995. Prior to founding our company, Mr. Burroughs worked for several Dallas/Ft. Worth area based energy companies. Mr. Burroughs also studied business administration at Texas Christian University in Ft. Worth, Texas.

     In addition to serving as the President of our Company, Mr. Burroughs is also the President of Petroleum Holdings, Inc., Marketing Research Group, Inc. and Sweetwater Land & Oil Co. These companies were all organized by Mr. Burroughs in 1997 to participate in various opportunities in the oil and gas industry. However, since the organization of these companies, Mr. Burroughs has decided to not aggressively pursue through these companies the business he originally intended and has instead spent the majority of his professional time devoted to our business. In the future, Mr. Burroughs expects to spend little or no time on the business of these other companies. Mr. Burroughs is also the sole shareholder of Gulftex Operating, Inc., an oil and gas operating company, which performs services on behalf of TBX and from which Mr. Burroughs does not receive any immediate financial gain, but does not preclude the possibility of future benefits.

Joe A. Ayres, who was elected to beAdditional Information Concerning the Chairman of our Board of Directors in August 2000, has been retired since 1993.

     The Company does not have a standing audit, nominating or compensation committee. During that time to present, Mr. Ayres has occasionally served as a consultant to the U.S. Departments of Navy and Justice. Prior to his retirement, Mr. Ayres served as the vice president—product development for Vought Aircraft Company. While2003, each Director attended at Vought Aircraft Company and its predecessor, LTV, Mr. Ayres served as a design engineer through a series of increasingly responsible engineering positions. Mr. Ayres is a graduateleast 75 percent of the Universitytotal of the Board meetings that he was obligated to attend. Additionally, it is the Board’s policy that every Director and nominee for Director should make every effort to attend the Company’s annual meeting of Shareholders. All of the Company’s Directors attended the 2003 annual meeting. Shareholders of the Company may contact the Board of Directors by mail addressed as follows: Board of Directors, c/o TBX Resources, Inc., Attn: Chairman, 3030 LBJ Freeway, Suite 1320, Dallas, Texas at Austin and has done graduate work at Southern Methodist University.75234.

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DIRECTOR COMPENSATION

     John O. Clayton, who was elected to be a Director of our company in August 2000, has served as president and director or Economy Supply Company, Economy Supply Company of Austin, Economy Supply Company of Irving, Economy Supply Company of Dallas, Economy Supply Company of San Antonio and Economy Supply Company of Waco for the period from 1965 to 1991. All of these companies are generally involved in the construction and plumbing supply business. Since 1991, Mr. Clayton has served as the secretary, treasurer and director of all of the above named companies. Mr. Clayton received BSC and MBA degrees from Texas Christian University.

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