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                                                                     EXHIBIT 4.6

                 INSTRUCTIONS AS TO USE OF EXCO RESOURCES, INC.
                              RIGHTS CERTIFICATES

              CONSULT CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
                    YOUR BANK OR BROKER AS TO ANY QUESTIONS


     The following instructions relate to a rights offering (the "Rights
Offering") by EXCO Resources, Inc., a Texas corporation ("EXCO"), to the holders
of its Common Stock, par value $.02 per share ("Common Stock"), to purchase
shares of 5% convertible preferred stock (the "Convertible Preferred Stock") of
EXCO as described in the Prospectus of EXCO dated May 23, 2001 (the
"Prospectus"). Holders of record of Common Stock at 5:00 p.m., New York time, on
May 22, 2001 (the "Record Date") are receiving one transferable subscription
right (the "Rights") for each share of Common Stock held by them as of the close
of business on the Record Date. An aggregate of 7,168,634 Rights exercisable to
purchase an aggregate of 7,168,634 shares of the Convertible Preferred Stock are
being distributed in connection with the Rights Offering. Each Right is
exercisable, upon payment of $21.00 in cash (the "Subscription Price"), to
purchase one share of Convertible Preferred Stock (the "Basic Subscription
Privilege"). In addition, subject to the allocation described below, each Right
also carries the right to subscribe at the Subscription Price for additional
shares of Convertible Preferred Stock available as a result of unexercised
Rights, if any (the "Oversubscription Privilege"), up to the maximum amount
offered by EXCO as described in the Prospectus. Additional shares of Convertible
Preferred Stock will be available for purchase pursuant to the Oversubscription
Privilege only to the extent that all the shares of Convertible Preferred Stock
are not subscribed for through the exercise of the Basic Subscription Privilege
by the Expiration Date (as defined below). If the shares of Convertible
Preferred Stock so available, taking into account the restrictions in the
Prospectus, (the "Excess Shares") are not sufficient to satisfy all
subscriptions pursuant to the Oversubscription Privilege, the available Excess
Shares will be allocated pro rata (subject to the elimination of fractional
shares) among the holders of Rights who exercise the Oversubscription Privilege,
in proportion, not to the number of shares requested pursuant to the
Oversubscription Privilege, but to the number of shares each beneficial holder
has purchased pursuant to the Basic Subscription Privilege; provided, however,
that if such pro rata allocation results in any holder being allocated a greater
number of Excess Shares than such holder subscribed for pursuant to the exercise
of such holder's Oversubscription Privilege, then such holder will be allocated
only such number of Excess Shares as such holder subscribed for and the
remaining Excess Shares will be allocated among all other holders exercising the
Oversubscription Privilege. See "The Offering -- Basic Subscription Privilege"
and "The Offering -- Oversubscription Privilege" in the Prospectus.


     No fractional Rights or cash in lieu thereof will be issued or paid. The
number of Rights distributed to each record holder has been rounded up to the
nearest whole number in order to avoid issuing fractional Rights.


     The Rights will expire at 5:00 p.m., New York time, on June 21, 2001,
unless extended by EXCO (as it may be extended, the "Expiration Date"). The
Rights have been approved for trading on the Nasdaq National Market ("Nasdaq")
under the symbol "EXCOR" until the close of business on the last Nasdaq trading
day preceding the Expiration Date.


     The number of Rights to which you are entitled is printed on the face of
your Rights Certificate. You should indicate your wishes with regard to the
exercise or transfer of your Rights by completing the appropriate form or forms
on the back of your Rights Certificate and returning the Rights Certificate to
the Subscription Agent in the envelope provided.

     YOUR RIGHTS CERTIFICATES MUST BE RECEIVED BY THE SUBSCRIPTION AGENT, OR
GUARANTEED DELIVERY REQUIREMENTS WITH RESPECT TO YOUR RIGHTS CERTIFICATES MUST
BE COMPLIED WITH, AND PAYMENT OF THE SUBSCRIPTION PRICE FOR ALL RIGHTS EXERCISED
INCLUDING OVERSUBSCRIPTION SHARES, IN-
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CLUDING FINAL CLEARANCE OF ANY CHECKS, MUST BE RECEIVED BY THE SUBSCRIPTION
AGENT, ON OR BEFORE THE EXPIRATION DATE. ONCE A HOLDER OF RIGHTS HAS EXERCISED
THE BASIC SUBSCRIPTION PRIVILEGE AND/OR THE OVERSUBSCRIPTION PRIVILEGE, SUCH
EXERCISE MAY NOT BE REVOKED.

1. SUBSCRIPTION PRIVILEGES.


     To exercise Rights, complete Section 1 of the Rights Certificate and send
your properly completed and executed Rights Certificate, together with payment
in full of the Subscription Price for each share of Convertible Preferred Stock
subscribed for pursuant to the Basic Subscription Privilege and the
Oversubscription Privilege, to the Subscription Agent. All payments must be made
in United States dollars by (i) personal check payable to "Continental Stock
Transfer, as Subscription Agent," (ii) certified check or bank draft drawn upon
a United States bank or postal, telegraphic or express money order payable to
"Continental Stock Transfer, as Subscription Agent"; or (iii) wire transfer of
funds to the account maintained by the Subscription Agent for such purpose at
J.P. Morgan Chase, Account No. 610019805, ABA No. 021000021. IF PAYING BY
UNCERTIFIED PERSONAL CHECK, PLEASE NOTE THAT THE FUNDS PAID THEREBY MAY TAKE AT
LEAST FIVE BUSINESS DAYS TO CLEAR. ACCORDINGLY, HOLDERS OF RIGHTS WHO WISH TO
PAY THE SUBSCRIPTION PRICE BY MEANS OF UNCERTIFIED PERSONAL CHECK ARE URGED TO
MAKE PAYMENT SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH
PAYMENT IS RECEIVED AND CLEARS BY SUCH DATE, AND ARE URGED TO CONSIDER PAYMENT
BY MEANS OF CERTIFIED OR CASHIER'S CHECK, MONEY ORDER OR WIRE TRANSFER OF FUNDS.
IF PAYING BY WIRE TRANSFER, PLEASE CALL THE SUBSCRIPTION AGENT AT (212) 509-4000
ext. 535 TO CONFIRM RECEIPT OF FUNDS. You may also transfer your Rights
Certificate to your bank or broker in accordance with the procedures specified
in Instruction 3(a) below, make arrangements for the delivery of funds on your
behalf and request such bank or broker to exercise the Rights represented by
such Rights Certificate on your behalf. Alternatively, you may cause a written
guarantee substantially in the form available from the Subscription Agent (the
"Notice of Guaranteed Delivery") from a member firm of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office or
correspondent in the United States, to be received by the Subscription Agent on
or prior to the Expiration Date guaranteeing delivery of your properly completed
and executed Rights Certificate within three Nasdaq trading days following the
date of the Notice of Guaranteed Delivery. If this procedure is followed, your
Rights Certificates must be received by the Subscription Agent within three
Nasdaq trading days of the Notice of Guaranteed Delivery. Additional copies of
the Notice of Guaranteed Delivery may be obtained upon request from the
Subscription Agent at the address, or by calling the telephone number, indicated
below.


     Banks, brokers and other nominee holders of Rights who exercise the Basic
Subscription Privilege and the Oversubscription Privilege on behalf of
beneficial owners of Rights will be required to certify to the Subscription
Agent and EXCO (by delivery to the Subscription Agent of a Nominee Holder
Certificate substantially in the form available from the Subscription Agent), as
to the aggregate number of Rights that have been exercised, and the number of
shares of Convertible Preferred Stock that are being subscribed for pursuant to
the Oversubscription Privilege, by each beneficial owner of Rights (including
such nominee itself) on whose behalf such nominee holder is acting. In the event
a Nominee Holder Certification is not delivered in respect of a Rights
Certificate, the Subscription Agent shall for all purposes (including for
purposes of any allocation in connection with the Oversubscription Privilege) be
entitled to assume that such certificate is exercised on behalf of a single
beneficial owner. If more Excess Shares are subscribed for pursuant to the
Oversubscription Privilege than are available for sale, Excess Shares will be
allocated, as described above, among beneficial owners exercising the
Oversubscription Privilege in proportion to such owners' exercise of Rights
pursuant to the Basic Subscription Privilege with a restriction that in the
oversubscription no holder may receive a number of shares of Convertible
Preferred Stock in excess of 100% of the number of shares of Convertible
Preferred Stock subscribed to by the holder pursuant to the Basic Subscription
Privilege.
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     The address and telecopier numbers of the Subscription Agent are as
follows:

<TABLE>
<S>                                            <C>
                 If by Mail:                                    If by Hand:
          Continental Stock Transfer                     Continental Stock Transfer
          Reorganization Department                      Reorganization Department
            2 Broadway, 19th Floor                         2 Broadway, 19th Floor
           New York, New York 10004                       New York, New York 10004
</TABLE>

                      Telephone: (212) 509-4000, ext. 535

                           Facsimile: (212) 616-7610


                            If by Overnight Courier:

                           Continental Stock Transfer
                           Reorganization Department
                             2 Broadway, 19th Floor
                            New York, New York 10004

     If you exercise less than all of the Rights evidenced by your Rights
Certificate by so indicating in Section 1 of your Rights Certificate, the
Subscription Agent either (i) will issue to you a new Rights Certificate
evidencing the unexercised Rights or (ii) if you so indicate in Section 2 of
your Rights Certificate, will transfer the unexercised Rights in accordance with
your instructions. However, if you choose to have a new Rights Certificate sent
to you or to a transferee, you or such transferee may not receive any such new
Rights Certificate in sufficient time to permit sale or exercise of the Rights
evidenced thereby. If you have not indicated the number of Rights being
exercised, or if the dollar amount you have forwarded is not sufficient (subject
to the second sentence of Section 1 above) to purchase (or exceeds the amount
necessary to purchase) the number of shares of Convertible Preferred Stock
subscribed for, you will be deemed to have exercised the Basic Subscription
Privilege with respect to the maximum number of whole Rights which may be
exercised for the Subscription Price payment delivered by you, and, to the
extent that the Subscription Price payment delivered by you exceeds the product
of the Subscription Price multiplied by the number of Rights evidenced by the
Rights Certificates delivered by you (such excess being the "Subscription
Excess"), you will be deemed to have exercised your Oversubscription Privilege
to purchase, to the extent available, that number of whole shares of Convertible
Preferred Stock equal to the quotient obtained by dividing the Subscription
Excess by the Subscription Price.

2. DELIVERY OF STOCK CERTIFICATES, ETC.

     The following deliveries and payments will be made to the address shown on
the face of your Rights Certificate unless you provide instructions to the
contrary in Section 1 of your Rights Certificate.

          (a) Basic Subscription Privilege.  As soon as practicable after the
     valid exercise of Rights and the Expiration Date (subject to any additional
     marketing period for the dealer managers), the Subscription Agent will mail
     to each exercising Rights holder certificates representing shares of
     Convertible Preferred Stock purchased pursuant to the Basic Subscription
     Privilege.


          (b) Oversubscription Privilege.  As soon as practicable after the
     Expiration Date and after all prorations and adjustments contemplated by
     the terms of the Rights Offering have been effected, the Subscription Agent
     will mail to each Rights holder who validly exercises the Oversubscription
     Privilege the number of shares of Convertible Preferred Stock allocated to
     such Rights holder pursuant to the Oversubscription Privilege. See "The
     Offering -- Oversubscription Privilege" in the Prospectus.


          (c) Excess Payments.  As soon as practicable after the Expiration Date
     (subject to any additional marketing period for the dealer managers) and
     after all prorations and adjustments contemplated by the terms of the
     Rights Offering have been effected, the Subscription Agent will mail to
     each Rights holder who exercises the Oversubscription Privilege any excess
     funds received
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     (without interest or deduction) in payment of the Subscription Price for
     Excess Shares that are subscribed for by such Rights holder but not
     allocated to such Rights holder pursuant to the Oversubscription Privilege.

3. TO SELL OR TRANSFER RIGHTS.

          (a) Sale of Rights Through a Bank or Broker.  To sell all Rights
     evidenced by a Rights Certificate through your bank or broker, so indicate
     in Section 1 of your Rights Certificate and deliver your properly completed
     and executed Rights Certificate to your bank or broker. If Section 1 of
     your Rights Certificate is completed without designating a transferee, the
     Subscription Agent may thereafter treat the bearer of the Rights
     Certificate as the absolute owner of all of the Rights evidenced by such
     Rights Certificate for all purposes, and the Subscription Agent shall not
     be affected by any notice to the contrary. Because your bank or broker
     cannot issue Rights Certificates, if you wish to sell less than all of the
     Rights evidenced by a Rights Certificate, either you or your bank or broker
     must instruct the Subscription Agent as to the action to be taken with
     respect to the Rights not sold, or you or your bank or broker must first
     have your Rights Certificate divided into Rights Certificates of
     appropriate denominations by following the procedures set forth in
     Instruction 4 below. The Rights Certificates evidencing the number of
     Rights you intend to sell can then be transferred by your bank or broker in
     accordance with the instructions in this Instruction 3(a).

          (b) Transfer of Rights to a Designated Transferee.  To transfer all of
     your Rights to a transferee other than a bank or broker, you must complete
     Section 2 of your Rights Certificate in its entirety, execute the Rights
     Certificate and have your signature guaranteed by an Eligible Guarantor
     Institution (as defined in Rule 17Ad-15 of the Securities Exchange Act of
     1934), subject to the standards and procedures adopted by the Subscription
     Agent. A Rights Certificate that has been properly transferred in its
     entirety may be exercised by a new holder without having a new Rights
     Certificate issued. In order to exercise, or otherwise take action with
     respect to, such a transferred Rights Certificate, the new holder should
     deliver the Rights Certificate, together with payment of the applicable
     Subscription Price (with respect to the exercise of both the Basic
     Subscription Privilege and the Oversubscription Privilege) and complete
     separate instructions signed by the new holder, to the Subscription Agent
     in ample time to permit the Subscription Agent to take the desired action.
     Because only the Subscription Agent can issue Rights Certificates, if you
     wish to transfer less than all of the Rights evidenced by your Rights
     Certificate to a designated transferee, you must instruct the Subscription
     Agent as to the action to be taken with respect to the Rights not sold or
     transferred, or you must divide your Rights Certificate into Rights
     Certificates of appropriate smaller denominations by following the
     procedures set forth in Instruction 4 below. The Rights Certificate
     evidencing the number of Rights you intend to transfer can then be
     transferred by following the procedures set forth in this Instruction 3(b).

4. TO HAVE A RIGHTS CERTIFICATE DIVIDED INTO SMALLER DENOMINATIONS.

     To have a Rights Certificate divided into smaller denominations, send your
Rights Certificate, together with complete separate instructions (including
specification of the denominations into which you wish your Rights to be
divided) signed by you, to the Subscription Agent, allowing a sufficient amount
of time for new Rights Certificates to be issued and returned so that they can
be used prior to the Expiration Date. Alternatively, you may ask a bank or
broker to effect such actions on your behalf. Your signature must be guaranteed
by an Eligible Guarantor Institution if any of the new Rights Certificates are
to be issued in a name other than that in which the old Rights Certificate was
issued. Rights Certificates may not be divided into fractional Rights, and any
instruction to do so will be rejected. As a result of delays in the mail, the
time of the transmittal, the necessary processing time and other factors, you or
your transferee may not receive such new Rights Certificates in time to enable
the Rights holder to complete a sale or exercise by the Expiration Date. Neither
EXCO nor the Subscription Agent will be liable to either a transferor or
transferee for any such delays.
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5. EXECUTION.

          (a) Execution by Registered Holder.  The signature on the Rights
     Certificate must correspond with the name of the registered holder exactly
     as it appears on the face of the Rights Certificate without any alteration
     or change whatsoever. Persons who sign the Rights Certificate in a
     representative or other fiduciary capacity must indicate their capacity
     when signing and, unless waived by the Subscription Agent in its sole and
     absolute discretion, must present to the Subscription Agent satisfactory
     evidence of their authority so to act.

          (b) Execution by Person Other than Registered Holder.  If the Rights
     Certificate is executed by a person other than the holder named on the face
     of the Rights Certificate, proper evidence of authority of the person
     executing the Rights Certificate must accompany the same unless the
     Subscription Agent, in its discretion, dispenses with proof of authority.

          (c) Signature Guarantees.  Your signature must be guaranteed by an
     Eligible Guarantor Institution if you wish to transfer your Rights, as
     specified in Instruction 3(b) above, to a transferee other than a bank or
     broker, if you wish a new Rights Certificate or Certificates to be issued
     in a name other than that in which the old Rights Certificate was issued,
     as specified in Instruction 4 above, or if you specify special payment or
     delivery instructions pursuant to Section 2 of your Rights Certificate.

6. METHOD OF DELIVERY.

     The method of delivery of Rights Certificates and payment of the
Subscription Price to the Subscription Agent will be at the election and risk of
the Rights holder. If sent by mail, it is recommended that they be sent by
registered mail, properly insured, with return receipt requested, and that a
sufficient number of days be allowed to ensure delivery to the Subscription
Agent and the clearance of any checks sent in payment of the Subscription Price
prior to the Expiration Date.

7. SPECIAL PROVISIONS RELATING TO THE DELIVERY OF RIGHTS THROUGH DEPOSITORY
   FACILITY PARTICIPANTS.


     In the case of holders of Rights that are held of record through The
Depository Trust Company or any other depository (each a "Depository"),
exercises of the Basic Subscription Privilege and the Oversubscription Privilege
may be effected by instructing the Depository to transfer Rights (such Rights,
"Depository Rights") from the Depository account of such holder to the
Depository account of the Subscription Agent, together with payment of the
Subscription Price for each Underlying Share subscribed for pursuant to the
Basic Subscription Privilege and the Oversubscription Privilege.


8. SUBSTITUTE FORM W-9.

     Each Rights holder who elects to exercise Rights must provide the
Subscription Agent with a correct Taxpayer Identification Number ("TIN") on
Substitute Form W-9, substantially in the form provided with these instructions.
A copy of Substitute Form W-9 may be obtained upon request from the Subscription
Agent at the address indicated above. Failure to provide the information on the
form may subject such holder to a $50.00 penalty and to 31% back-up federal
income tax withholding with respect to distributions that may be paid by EXCO or
the Capital Trust that relate to the shares of Convertible Preferred Stock
purchased upon the exercise of Rights and any payments that may be remitted to
Rights holders by the Subscription Agent in respect of Rights sold on such
holders' behalf by the Subscription Agent.