Txco Resources (TXCOQ) 10-K/A 2005 FY Annual report (amended)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K/A (Amendment No. 1)
þ   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
Commission File Number 0-9120
THE EXPLORATION COMPANY OF DELAWARE, INC.
(Exact name of Registrant as specified in its charter)
Delaware								84-0793089
(State or other jurisdiction of								(I.R.S. Employer
incorporation or organization)								Identification No.)
500 North Loop 1604 East, Suite 250, San Antonio, Texas								78232
(Address of principal executive offices)								(Zip Code)
Registrant's telephone number, including area code:    (210) 496-5300
Securities registered pursuant to Section 12(b) of the Act:    None
Securities registered pursuant to Section 12(g) of the Act:   Common Stock, par value $0.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes					p		No			þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange
Act.	Yes			p		No			þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes					þ		No			p
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act).
Large accelerated filerp			Accelerated filerþ								Non-accelerated filerp
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes					p		No			þ
As of June 30, 2005, the aggregate market value of the registrant's common stock held by non-affiliates of the registrant was $102.9 million based on the closing price of $4.32 per share as reported on the NASDAQ Capital Market on that date.
The number of shares outstanding of the registrant's Common Stock as of March 3, 2006, was 29,833,230.
Documents Incorporated by Reference:    Portions of the Company's Proxy Statement for the Annual Shareholders' Meeting, to be held on May 12, 2006 are incorporated by reference into Items 10, 11, 12 and 14 of Part III of this filing.
1

Explanatory Note
This Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2005 is being filed to correct the form of the certificates included as Exhibits 31.1 and 31.2 to our original Form 10-K. The original certificates did not contain the internal control language now required in Item 4. All other information contained in this Annual Report on Form 10-K/A is as of the date of the original filing.
The Registrant and the certifying officers confirm that the amended Certificates filed with this Form 10-K/A pertain in all respects to the original Form 10-K for the fiscal year ended December 31, 2005, and such original Form 10-K is hereby incorporated by reference except to the extent amended by this Form 10-K/A.
Exhibits included with this Amendment No. 1 are listed below:
Exhibit Number		Exhibit Description
31.1		Certification of Chief Executive Officer required pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2		Certification of Chief Financial Officer required pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1+		Certification of Chief Executive Officer required pursuant to 18 U.S.C. Section 1350 as required by the Sarbanes-Oxley Act of 2002.
32.2+		Certification of Chief Financial Officer required pursuant to 18 U.S.C. Section 1350 as required by the Sarbanes-Oxley Act of 2002.
+	This exhibit shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
THE EXPLORATION COMPANY OF DELAWARE, INC.
Registrant
March 30, 2006			By: /s/ James E. Sigmon
			James E. Sigmon, President
March 30, 2006			By: /s/ P. Mark Stark
			P. Mark Stark, Chief Financial Officer
			Vice-President-Finance       (Principal Accounting Officer)