January 26, 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

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

Our Results of Operations, page 68

1. We have read your response to prior comment 25, concerning the
discussion and analysis that you have provided, utilizing the
combined results of the successor and predecessor entities for
2003.
Under the specific circumstances you describe, and provided you
are
able to provide certain additional disclosures, we will not object
to
your approach.  We believe that all tabular presentations
including
information for 2003 should be expanded to include additional
columns
for information pertaining to the successor and predecessor
entities.
If you have made any adjustments in compiling this information,
please include a description, quantification, and your rationale
in
the disclosure.  A separate column for adjustments may be
appropriate; you should be in a position to demonstrate the
propriety
of adjustments.  Any combined financial information referenced in
the
text should be supported by a combining table.  All columnar
headers
for combined financial totals should be labeled as "non-GAAP
combined."  Please contact us if you require further clarification
or
guidance.

Exco Holdings Inc. Notes to Consolidated Financial Statements,
page
F-23

Note 17 - Supplemental Information Relating to Oil and Natural Gas
Producing Activities-Continuing Operations (Unaudited), page F-71

2. Please disclose separately, if significant, the capitalized
costs
of unproved properties, and costs incurred to acquire oil and
natural
gas properties that have proved reserves, pursuant to paragraphs
19
and 22 of SFAS 69.  If you believe the information is not subject
to
disclosure due to the level of materiality, and prefer non-
disclosure, you may submit this information for review outside of
the
document.

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,
me, 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,


							Karl Hiller
							Branch Chief


cc:	L. Dang
      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 26, 2006
page 1


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

DIVISION OF CORPORATION FINANCE
MAIL STOP 7010