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

                                    FORM 8-A
                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                            MEXCO ENERGY CORPORATION
             (Exact name of registrant as specified in its charter)

                 COLORADO                                   84-0627918
     (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                    Identification No.)

   214 W. TEXAS AVENUE, SUITE 1101                             79701
         MIDLAND, TEXAS                                      (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (432) 682-1119

       Securities to be registered pursuant to Section 12(b) of the Act:

     Title of Each Class                         Name of Exchange on Which Class
                                                       is to be Registered
-----------------------------                    -------------------------------
Common Stock, $0.50 par value                        American Stock Exchange

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(b)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(c), check the following box {X}

If this form relates to the  registration  of a class of securities  pursuant to
Section  12(g)  of  the  Exchange  Act  and is  effective  pursuant  to  General
Instruction A.(d), check the following box. { }

Securities Act registration statement file number to which this form relates: NA
(if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None

ITEM 1.   DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

This  registration  statement  relates to the common stock,  $.50 par value,  of
Mexco Energy  Corporation,  a Colorado  corporation.  Registrant  is filing this
registration  statement to reflect that effective September 8, 2003 registrant's
common  stock  (which has been to date on the  over-the-counter  bulletin  board
market) will be listed on the American Stock Exchange under the symbol MXC.

The Company has two classes of stock authorized by its Articles of Incorporation
incorporated by reference to exhibit 3.1 attached to the Company's Annual Report
on Form 10-K dated June 24, 1998. As of the date of this registration  statement
there  are  1,766,566  shares  of  common  stock  issued  and  1,736,041  shares
outstanding. No shares of preferred stock have been issued.

The Company  has a  commitment  to issue  warrants  for the  purchase of 430,000
shares upon completion of certain conditions by the holder of such rights. These
warrants my be exercised at a price of $5.00 per share within two years of issue
date.  As of the  date of  this  registration  statement  and  pursuant  to this
commitment,  the Company has issued warrants for the purchase of 107,500 shares,
which may be exercised

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at any time  through  December 5, 2004.  These  warrants  include  anti-dilution
provisions.

Pursuant to the Company's  1997 Employee  Incentive  Stock Plan, the Company may
issue options for the purchase of up to 350,000 shares of common stock.  Through
the date of this  registration  statement,  the Company  has granted  options to
purchase up to 320,000  shares of common  stock at prices  ranging from $4.00 to
$7.75.  These  options  may be  exercised  at any time from the date of issuance
until the tenth  anniversary  of the  issuance.  These  options  do not  contain
anti-dilution provisions.

ITEM 2.   EXHIBITS

          N/A

                                   SIGNATURES

     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934,  the  Company has duly caused this report to be signed on behalf of the
undersigned thereunto duly authorized.

                                       MEXCO ENERGY CORPORATION

                                       Registrant

                                       By: /s/ Nicholas C. Taylor
                                           -------------------------------------
                                           Nicholas C. Taylor
                                           President and Chief Executive Officer

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