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                                                                     EXHIBIT 4.8

                           RIGHTS OFFERING FOR SHARES

                       OF 5% CONVERTIBLE PREFERRED STOCK

                              EXCO RESOURCES, INC.


                                  MAY 23, 2001


To Our Clients:


     We are enclosing for your consideration a Prospectus (the "Prospectus")
dated May 23, 2001, describing the issuance to shareholders of record of EXCO
Resources, Inc. ("EXCO") as of 5:00 p.m., New York time, on May 22, 2001 (the
"Record Date"), of transferable rights ("Rights") to purchase at the
Subscription Price (as defined below) shares of 5% convertible preferred stock
(the "Convertible Preferred Stock") of EXCO.


     Your attention is directed to the following:


     - EXCO Shareholders will receive one transferable Right for each share of
       Common Stock of EXCO held as of the Record Date. No fractional rights or
       cash in lieu thereof will be paid, and the number of Rights distributed
       to each holder of Common Stock will be rounded up to the nearest whole
       number of Rights.



     - The Rights have been approved for trading on the Nasdaq National Market,
       on which EXCO's Common Stock is traded. Assuming a market exists, Rights
       may be purchased or sold through normal brokerage channels or sold
       through the Subscription Agent up to the last trading day prior to June
       21, 2001, as more fully described in the Prospectus.



     - Basic Subscription Privilege:  One Right will entitle the holder to
       purchase one share of Convertible Preferred Stock of EXCO at the
       Subscription Price of $21.00 per share of Convertible Preferred Stock
       (the "Subscription Price").


     - Oversubscription Privilege:  Any holder of Rights who fully exercises all
       Rights held by him is entitled to subscribe at the Subscription Price for
       shares that were not otherwise subscribed for during the basic
       subscription. However, if such oversubscriptions exceed the number of
       shares available, the shares available will be allocated among those who
       oversubscribed based on the number of shares subscribed for by such
       holder pursuant to the basic subscription privilege, as more fully
       described in the Prospectus.


     - The expiration date of the rights offering is 5:00 p.m. New York time, on
       June 21, 2001, unless extended by EXCO.


     Since we are the holder of record of the shares of Common Stock of EXCO
held in your Account, we have received your transferable Rights. We will
exercise or sell your Rights only in accordance with your instructions. IF YOU
DO NOT GIVE US YOUR INSTRUCTIONS, YOUR RIGHTS WILL BECOME VALUELESS AFTER THE
EXPIRATION DATE.


     Please forward your instructions to us immediately by completing the form
on the reverse side. Your Rights will expire at 5:00 p.m. New York time, June
21, 2001, unless the rights offering is extended by EXCO.

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                             LETTER OF INSTRUCTIONS

To My Bank or Broker:


     The undersigned acknowledges receipt of the Prospectus relating to the
rights offering (the "Rights") by EXCO Resources, Inc. ("EXCO") to purchase
shares of 5% convertible preferred stock (the "Convertible Preferred Stock") of
EXCO. This letter instructs you to either exercise or sell the Rights, as
indicated below, which you hold for the account of the undersigned upon the
terms and conditions set forth in the Prospectus.


(1) BASIC SUBSCRIPTION PRIVILEGE

     - SELL ________________ Rights (if no number is specified, all rights will
       be sold)


     - EXERCISE ________________ Rights to purchase shares of Convertible
       Preferred Stock of EXCO at the Subscription Price. (One Right is required
       for the purchase of each share of Convertible Preferred Stock) ($21.00
       per share)


       I am enclosing a check for $________________ (equal to the number of
       shares to be purchased multiplied by the Subscription Price).

(2) OVERSUBSCRIPTION PRIVILEGE (available only to those who have fully exercised
    their Rights in the basic subscription privilege)

     - PURCHASE ________________ shares of additional Convertible Preferred
       Stock of EXCO at the Subscription Price, subject to availability as
       described in the Prospectus.

       I have enclosed a second check for $________________ equal to the number
       of shares to be purchased pursuant to the oversubscription privilege
       multiplied by the Subscription Price. I understand that if I am not
       allocated the full amount of shares for which I have subscribed pursuant
       to the oversubscription privilege above, any excess payment will be
       refunded to me by you (without interest or deduction).

DATED:
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                                                        Signature(s)

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                                                       Account Number

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