XNYS:XCO EXCO Resources, Inc. Insider Activity 4 Filing - 1/3/2012

Effective Date 1/3/2012

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FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BENJAMIN JEFFREY D

2. Issuer Name and Ticker or Trading Symbol
EXCO RESOURCES INC [XCO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

12377 MERIT DRIVE, SUITE 1700

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2012

(Street)

DALLAS, TX 75251

4. If Amendment, Date Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Right to Shares of Common Stock⁽¹⁾

$ 0 ⁽¹⁾

01/03/2012

2,423⁽³⁾

⁽²⁾

Common Stock

2,423⁽³⁾

$ 0 ⁽¹⁾⁽³⁾

30,213⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BENJAMIN JEFFREY D 12377 MERIT DRIVE SUITE 1700 DALLAS, TX 75251	X

Signatures

/s/ William L. Boeing, Attorney in Fact		01/05/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	These shares were issued to Mr. Benjamin as compensation for his service on the Issuer's Board of Directors and Committees thereof, if any, pursuant to the Amended and Restated 2007 Director Plan of EXCO Resources, Inc. (the "Plan").
(2)	These shares vest immediately and are to be settled in Issuer's common stock upon the earlier to occur of (1) as soon as administratively feasible after the date on which Mr. Benjamin incurs a "Termination of Service" under the Plan and (2) upon the occurrence of a "Change in Control" under the Plan.
(3)	The number of shares is equal to the amount of compensation deferred under the Plan divided by $10.32 which was the closing price for Issuer's common stock on January 3, 2012.
(4)	Includes 27,790 shares previously issued to Mr. Benjamin as compensation under the Plan.

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XNYS:XCO EXCO Resources, Inc. Insider Activity 4 Filling

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