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

                                    FORM 8-K

                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

- ------------------------------------------------------------------------------

                Date of report (Date of earliest event reported)

                                January 13, 2005

                                VTEX Energy, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

                                     Nevada
                 (State or Other Jurisdiction of Incorporation)

                   000-22661                        76-0582614
           (Commission File Number)       (IRS Employer Identification No.)

                        8303 Southwest Freeway, Suite 950
                              Houston, Texas 77074
              (Address of Principal Executive Offices and Zip code)

                                 (713) 773-3284
              (Registrant's Telephone Number, Including Area Code)

- ------------------------------------------------------------------------------
Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
       CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))



Item 8.01 Other Events.


     On  January  13,  2005,  VTEX  Energy,  Inc.  (VTEX)  reached a  definitive
agreement on terms and conditions with a Houston based investment partner, ARCOA
Oil & Gas,  Inc.  (ARCOA),  to acquire an interest  in and  provide  funding for
completion  of  the  development  of  VTEX's  proven  non  producing  properties
commencing  with a three well workover  program at VTEX's Bateman Lake property.
Consideration  to VTEX will be up to $2.5  million  with the ability to increase
the sales  amount to $3  million  under  certain  circumstances.  The  agreement
further  provides  ARCOA  with a right of first  refusal to  participate  in any
future venture to develop additional VTEX oil and gas properties,  including its
Bateman  Lake and Mustang  Island  properties.  This  transaction  is subject to
completion of documentation and requisite approvals, if any.


Item 9.01 Financial Statements and Exhibits.

         The following document is filed as an exhibit to this report:

Exhibit 10.1:  Purchase and Sale Agreement Between VTEX Energy, Inc. as Assignor
               and ARCOA Oil & Gas, Inc. as Assignee. Dated January 13, 2005.

                                    SIGNATURE

     In accordance  with Section 12 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.


                                       VTEX ENERGY, INC.



Date: January 13, 2005            By:  /s/ Randal B. McDonald, Jr.
                                       ---------------------------
                                       Randal B. McDonald, Jr.
                                       Chief Financial Officer





                                       -2-