Fulbright & Jaworski L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue, 31st Floor
New York, New York 10103-3198
www.fulbright.com
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ttomaselli@fulbright.com | | telephone: | | (212) 318-3000 |
direct dial: (212) 318-3180 | | facsimile: | | (212) 318-3400 |
June 9, 2008
VIA FACSIMILE
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Ms. Carmen Moncado-Terry
Re: TXCO Resources Inc. Amendment No. 1 to Form S-3
Filed May 16, 2008
File No. 333-150107
Dear Ms. Moncado-Terry:
As discussed last week please find below a list of filings made by other companies who have entered into similar call spread agreements. As was the case in the call spread agreements described in the filings listed below, the call spread agreements entered into by TXCO Resources Inc. (“TXCO”) are pursuant to separate agreements with Capital Ventures International and are not part of the terms of the preferred stock.
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| Name of Company | | File No. | | Type of Filing | | Filing Date | | Page References |
| Computer Associates International, Inc. | | 001-9247 | | Amendment No. 2 to Form S-3
(Registration No. 333-105337) | | 9/4/2003 | | Page Nos. 30-35 |
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| Ciena Corporation | | 000-21969 | | 424(b)(5)
(Registration No. 333-132952) | | 4/3/2006 | | Page No. S-18 |
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| JA Solar Holdings Co., Ltd. | | 001-33290 | | 424(b)(5)
(Registration No. 333-150824) | | 5/15/2008 | | Page No. S-68 |
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| Coceptus, Inc. | | 000-27596 | | Form 8-K | | 2/6/2007 | | Page No. 1 |
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| Earthlink, Inc. | | 001-15605 | | Form 10-Q | | 5/2/2008 | | Page Nos. 12-13 |
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| Raser Technologies, Inc. | | 001-32661 | | Form 10-Q | | 5/12/2008 | | Page No. 15 |
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Medical Properties
Trust | | 001-32559 | | Form 10-Q | | 5/9/2008 | | Page No. 14 |
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United States Securities and Exchange Commission
June 9, 2008
Page 2
In addition, as discussed I will send a letter to you further describing the call spread agreements entered into by TXCO containing an explanation as to why such agreements are separate from TXCO’s sale of convertible preferred stock and do not effect the stockholders’ rights under the convertible preferred stock.
Please feel free to contact the undersigned at (212) 318-3180 if you have any questions relating to the foregoing.
Very truly yours,
/s/ Traci M. Tomaselli
Traci M. Tomaselli
