SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

(Mark One)
  X  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
-----
EXCHANGE ACT OF 1934

For the fiscal year ended    September 30, 1999

______  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
              EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the transition period from           to

Commission File No. 0-9392

                                CLX ENERGY, INC.
             (Exact name of registrant as specified in its charter)

          COLORADO                                        84-0749623
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

      518 17th Street, Suite 745
           Denver, Colorado                                 80202
(Address of principal executive offices)                (Zip Code)

       Registrant's telephone number, including area code: (303) 825-7080

           Securities Registered Pursuant to Section 12(b) of the Act:

                                      NONE

          Securities Registered Pursuant to Section 12 (g) of the Act:

                          COMMON STOCK, $.01 PAR VALUE

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES X  NO
                                      ---   ---






<PAGE>




     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K   X
          -----

     As of the close of trading on January 7, 2000 there were 10,548,132 common
shares outstanding, 5,077,749 of which were held by non-affiliates.  The
aggregate market value of the common shares held by non-affiliates, based on the
average closing bid and asked prices on January 7, 2000, was approximately
$1,663,000.

                       Documents Incorporated By Reference
                                      None




















































<PAGE>




CLX ENERGY, INC.

FORM 10-K

TABLE OF CONTENTS

SEPTEMBER 30, 1999

_________________________________________________________________________

PART I                                                           Page
                                                                 ----

Item 1.     Business                                              2

Item 2.     Properties                                            6

Item 3.     Legal Proceedings                                     9

Item 4.     Submission of Matters to a vote of Security Holders  10

PART II

Item 5.     Market for Registrant's Common Stock and Related
              Stockholder Matters                                10

Item 6.     Selected Financial Data                              11

Item 7.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations                  12

Item 7A.    Quantitative and Qualitative Disclosures About
            Market Risk                                          16

Item 8.     Financial Statements and Supplementary Data          16

Item 9.     Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure                  35

PART III

Item 10.    Director's and Executive Officers of the Registrant  35

Item 11.    Executive Compensation                               38

Item 12.    Security Ownership of Certain Beneficial Owners and
            Management                                           39

Item 13.    Certain Relationships and Related Transactions       40

PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports
            on Form 8-K                                          41













<PAGE>




                                     PART I

                                     ITEM 1.

                                    BUSINESS

GENERAL DEVELOPMENT OF BUSINESS
-------------------------------

     CLX Energy, Inc., the registrant (the "Company") is an independent oil and
gas company which was incorporated in the State of Colorado on December 12,
1977.  The Company engages in on-shore oil and gas exploration, development and
production in the continental United States.  The Company's oil and gas
activities are concentrated primarily in Colorado, Kansas, Oklahoma and Wyoming.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
---------------------------------------------

     The Company has engaged in only one industry segment and line of business,
namely the acquisition, exploration, development and operation of oil and gas
properties for its own account.  See the Company's Financial Statements included
herein.

FORWARD-LOOKING STATEMENTS
--------------------------

     Certain statements contained in this document, including without limitation
statements containing the words "believes," "anticipates," "intends," "expects,"
and words of similar import, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.

DESCRIPTION OF BUSINESS
-----------------------

     CLX Energy, Inc., the Company, is engaged in the operation of producing oil
and gas wells, the acquisition of producing properties, the acquisition of oil
and gas leases, and the development of oil and gas drilling prospects.  Drilling
prospects, both development and wildcat, are sold to others on a promoted basis
with the Company recovering its land, legal and geological costs and retaining a
cost free interest in the prospect.

     As of September 30, 1999 the Company's significant oil and gas operations
were located in the following areas.

               STATE               COUNTY
               -----               ------

               Colorado            Rio Blanco and Moffat
               Kansas              Meade and Comanche
               Oklahoma            Alfalfa and Beaver
               Wyoming             Campbell and Crook










                                  2

<PAGE>




PRINCIPAL PRODUCTS PRODUCED AND SERVICES RENDERED
-------------------------------------------------

     The Company's principal products are crude oil and natural gas.  Crude oil
and natural gas are sold to various purchasers, including pipeline companies,
which generally service the area in which the Company's wells are located.  The
Company's oil and gas production is sold to several purchasers, three of which
purchased more than 10% of oil and gas revenues.  Prices received for the
Company's oil and gas production is based upon the "spot" market of the National
Commodity Futures Exchange subject to reductions for transportation and product
quality.  These prices vary from month to month subject to supply and demand.
See the Company's Financial Statements included herein.

STATUS OF NEW PRODUCTS OR INDUSTRY SEGMENTS
-------------------------------------------

     There has been no public announcement of, and no information otherwise has
been made public about a new product or industry segment, which would require
the investment of a material amount of the Company's assets, or which otherwise
is material.

SOURCES AND AVAILABILITY OF RAW MATERIALS
-----------------------------------------

     The existence of commercial oil and gas reserves is essential to the
ultimate realization of value from the Company's properties and thus may be
considered a raw material essential to the Company's business.  However, the
acquisition, exploration, development, production, and sale of oil and gas is
subject to many factors which are outside the Company's control.  These factors
include national and international economic conditions, availability of drilling
rigs, casing, pipe and other equipment and supplies, proximity to pipelines, the
supply and price of other fuels.  The Company acquires oil and gas properties
from landowners, other owners of interests in such properties, or governmental
entities.  For information relating to specific properties of the Company see
Item 2 below.  The Company currently is not experiencing any difficulty in
acquiring necessary supplies, including drilling rigs.

PATENTS, TRADEMARKS, LICENSES, FRANCHISES AND CONCESSIONS
---------------------------------------------------------

     The Company does not own any patents, trademarks, licenses, franchises, or
concessions, except oil and gas interests granted by governmental authorities
and private land owners.

SEASONAL NATURE OF BUSINESS
---------------------------

     The Company's business is not seasonal in nature.

WORKING CAPITAL ITEMS
---------------------

     Working capital is not required to carry inventories to meet rapid delivery
requirements, or to assure continuous allotments of goods from suppliers.
Access to sufficient cash is essential to take advantage of opportunities to
acquire, develop, and operate oil and gas properties.









                                        3

<PAGE>




 MAJOR CUSTOMERS
----------------

     The Company's business does not depend upon a single customer or a very few
customers.  Oil and gas purchasers have been readily available in this Company's
market areas (See Note 10 to Financial Statements).

BACKLOG
-------

     Backlog is not relevant to an understanding of the Company's business.

RENEGOTIATION OR TERMINATION OF GOVERNMENT CONTRACTS
----------------------------------------------------

     No portion of the Company's business is subject to renegotiation of profits
or termination of contracts or subcontracts at the election of the Government.

COMPETITIVE CONDITIONS
----------------------

     The exploration for and development and production of oil and gas are
subject to intense competition.  The principal methods of competition in the
industry for the acquisition of oil and gas leases are the payment of bonus
payments at the time of acquisition of leases, delay rentals, location damage
supplement payments, the use of differential royalty rates, the amount of annual
rental payments and stipulations requiring exploration and production
commitments by the lessee.  Companies with greater financial resources, existing
staff and labor forces, equipment for exploration, and vast experience will be
in a better position than the Company to compete for such leases.  In addition,
the availability of a ready market for oil and gas will depend upon numerous
factors beyond the Company's control, including the extent of domestic
production and imports of oil, proximity and capacity of pipelines, and the
affect of federal and state regulation of oil and gas sales.  The Company has an
insignificant competitive position in the oil and gas industry.

RESEARCH AND DEVELOPMENT
------------------------

     The Company has not engaged and does not currently engage in any research
and development activities.

ENVIRONMENT PROTECTION
----------------------

     The Company is subject to various federal, state, and local provisions
regarding environmental matters, the existence of which has not hindered nor
adversely affected the Company's business.  Although the Company does not
believe its business operations presently impair environmental quality,
compliance with federal, state and local regulations which have been enacted or
adopted regulating the discharge of materials into the environment could have an
adverse effect upon the capital expenditures, earnings and competitive position
of the Company.  Since inception, the Company has not made any material capital
expenditures for environmental control facilities and is not aware of any such
expenditures that will be required in the current or following fiscal years.










                                        4

<PAGE>



EMPLOYEES
---------

     As of September 30, 1999, the Company employed one person, the President
and Chief Executive Officer, on a full-time basis.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
----------------------------------------------------------------------------

     The Company has no operations in foreign countries and no portion of its
sales or revenues is derived from customers in foreign countries.























































                                        5

<PAGE>




                                     ITEM 2.

                                   PROPERTIES


OFFICE FACILITIES
-----------------

     The Company's offices are located at 518 17th Street, Suite 745, Denver,
Colorado 80202, in space which the Company leases from an unaffiliated entity.
The Company currently occupies approximately 1,138 square feet for which it pays
a monthly rental of $1,138.  The lease agreement on this space is for three
years terminating December 31, 2001.  Monthly rental for calendar year 2000 will
be $1,233 and for calendar year 2001 will be $1,328.

OIL AND GAS PROPERTIES
----------------------

     The Company is in only one line of business, that of acquiring, developing
and producing oil and gas properties.  The Company's estimated discounted future
net revenue attributable to proved producing reserves of $1,069,500 is
attributed 99.4% to natural gas reserves and 0.6% to oil reserves.

     The Company holds interests in producing and non-producing leaseholds as
set forth below.

               Producing Properties               Non-Prod. Properties
               --------------------               --------------------
               Gross          Net                 Gross          Net
               Acres          Acres               Acres          Acres
               -----          -----               -----          -----

State
-----

Colorado       5,356         1,071               22,405          4,005
Kansas         2,090           464                  480            102
Oklahoma       1,120           212                  -              -
Wyoming          716            58                5,471          1,407
               -----         -----               ------          -----

               9,282         1,805               28,356          5,514


     Net acres represent the gross acres in a lease or leases multiplied by the
Company's working interest in such lease or leases.

     The Company's undeveloped acreage is all held pursuant to leases from the
landowner or a governmental entity.  Such leases have varying dates of execution
and generally expire one to five years after the date of the lease.  The Company
is obligated to pay varying delay rentals to the lessors of such properties to
prevent the leases from expiring.













                                        6

<PAGE>




PROVED AND PROVED DEVELOPED RESERVES
------------------------------------

     The following table shows, for the years indicated, the proved and proved
developed oil and gas reserves attributable to the Company's interests.  Proved
oil and gas reserves are the estimated quantities of crude oil, natural gas, and
natural gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e., prices and costs as of
the date the estimate is made.  Prices include consideration of changes in
existing prices provided only by contractual arrangements, but not on
escalations based upon future conditions.  Proved developed oil and gas reserves
are reserves that can be expected to be recovered through existing wells with
equipment and operating methods.


                                               September 30
                                  ------------------------------------
                                     1999         1998         1997
                                     ----         ----         ----


     Barrels of oil
     --------------
       Proved                       11,100       23,100       30,500
       Proved developed             10,800        8,900       16,300

     MCF of gas
     ----------
       Proved                    1,036,600      214,400      242,600
       Proved developed            897,400      214,400      242,600


     No oil and gas of the Company is applicable to long term supply or similar
agreements with foreign governments or authorities in which the Company is a
producer.

ESTIMATED FUTURE NET REVENUES
-----------------------------

     The following table shows, for the years indicated, the present value of
estimated future net revenues to be generated by the sales of the estimated
reserves utilizing a discount factor of 10% per year and holding the sales price
of oil and gas constant at the respective year end levels.


                                             September 30
                                  ------------------------------------
                                     1999         1998         1997
                                     ----         ----         ----


       Proved                   $1,298,800      310,200      417,200
       Proved developed         $1,069,500      242,500      288,600

     The above reserves are located entirely within the United States.









                                        7

<PAGE>




OIL AND GAS RESERVE ESTIMATES FILED
-----------------------------------

     Since September 30, 1999 the Company has filed no estimates of total proved
net oil or gas reserves with or included such information in reports to any
federal authority or agency other than the Securities and Exchange Commission.

NET OIL AND GAS PRODUCTION
--------------------------

     The following table shows, for the periods indicated, the approximate
production attributable to the Company's oil and gas interests.


                                  YEAR ENDED SEPTEMBER 30
                         -------------------------------------------
                           1999             1998              1997
                           ----             ----              ----


     Crude Oil (Bbls)       1,900           2,200           1,800
     Natural Gas (MCF)     53,300          25,600          31,400


     The following table shows, for the periods indicated, the approximate
average sales price per barrel of oil and MCF of gas and approximate average
productive cost of oil and gas produced on a relative unit basis.


                                  YEAR ENDED SEPTEMBER 30
                           ----------------------------------------
                             1999           1998             1997
                             ----           ----             ----


   Average Sales Price
     Per Barrel of Oil    $ 10.85           9.42            16.84
     Per MCF of Gas       $  2.25           2.36             2.55

   Average Lifting Cost
     Per Equivalent MCF   $   .42            .23             0.36
     Per Equivalent BBL   $  3.07           3.61             6.28























                                        8

<PAGE>




TOTAL GROSS AND NET PRODUCTIVE WELLS AND DEVELOPED ACRES
--------------------------------------------------------

     The following table sets forth the Company's total gross and net productive
wells as of September 30, 1999, which are located on 3,756 gross (564 net)
acres:

               Gross Wells               Net Wells
               -----------               ---------
               Oil     Gas               Oil   Gas
               ---     ---               ---   ---

                2       18               .15  2.18


NET PRODUCTIVE AND DRY EXPLORATORY AND DEVELOPMENT WELLS
--------------------------------------------------------

     The following table sets forth the number of net productive and dry
exploratory and development wells drilled by the Company during fiscal 1999,
1998 and 1997.

          Exploratory Wells        Development Wells
          -----------------        -----------------
         Net Prod.   Net Dry      Net Prod.   Net Dry
         ---------   -------      ---------   -------
                             1999
                             ----
           0.05        .028         .4250       0
                             1998
                             ----
             0         .00           0          0
                             1997
                             ----
             0         .21           0          0

PRESENT ACTIVITIES
------------------

     As of December 31, 1999, the Company was involved in the drilling of one
well in Kansas.  The Company has a five percent working interest with drilling
costs estimated at $6,500.

FUTURE OIL AND GAS DELIVERY CONTRACTS
-------------------------------------

     The Company is not obligated to provide a fixed and determinable quantity
of oil or gas in the future pursuant to existing contracts or agreements.


                                     ITEM 3.

                                LEGAL PROCEEDINGS

     The Company is not a party to any pending legal proceedings, nor have any
such proceedings been threatened and none are contemplated, except for the
demand for reimbursement of certain taxes as described in Note 9.  The Company
knows of no legal proceedings, pending or threatened, or judgments against any
Director or Officer of the Company in their capacity as such, nor are any such
persons involved in "Certain Legal Proceedings" as defined in Section 401(f) of
Regulation SK.




                                        9

<PAGE>




                                     ITEM 4.

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


     No matters were submitted to the vote of security holders during the fourth
quarter of the fiscal year.

                                     PART II

                                     ITEM 5.
   MARKET PRICE OF THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

     The Company's Common Stock is traded in the over-the-counter market and
listed on the Bulletin Board under the symbol "CLXE".  Prior to February 20,
1998, no quotation on the Company's stock was readily available since the
Company's stock was not quoted on either the NASDAQ Small Capitalization level
or the Bulletin Board.  Information regarding closing bid prices has been
obtained from the National Quotation Bureau.  The following quotations, where
quotes were available, reflect inter-dealer prices, without retail mark-up,
markdown or commission and may not necessarily represent actual transactions.

     FISCAL 1998
     -----------
                                   HIGH                    LOW
                                   ----                    ---
Quarter Ended
  March 31, 1998                    .15                    .125
  June 30, 1998                     .18                     .15
  September 30, 1998                .18                     .15

     FISCAL 1999
     -----------
                                   HIGH                    LOW
                                   ----                    ---
Quarter Ended
  December 31, 1998                 .20                    .125
  March 31, 1999                    .20                     .15
  June 30, 1999                     .20                     .10
  September 30, 1999                .25                     .15

     The Company has paid no dividends on its common stock and does not expect
to pay dividends in the foreseeable future.

     The following table sets forth the approximate number of security holders
of record of the Company's $0.01 par value common stock and $0.01 par value
preferred stock as of September 30, 1999.

     TITLE OF CLASS   SHARES OUTSTANDING   NUMBER OF SHAREHOLDERS
     --------------   ------------------   ----------------------

     $0.01 Par Value      10,548,132               1,129
      Common Stock












                                       10

<PAGE>



     The Series A Preferred Stock was converted into common stock on January 11,
1999.  See note (5) of the Notes to Financial Statements for details of the
conversion.

     On February 2, 1999, the Company executed a Stock Purchase Agreement
pursuant to which the Company issued an aggregate of 5,773,973 shares of its
common stock to ten persons.  The Company received a total of $275,000 cash for
the issuance of those shares of common stock and the acquirors of those shares
agreed to loan the Company, or guaranty debt of the Company for, up to $300,000
for oil and gas acquisitions during the period commencing on February 2, 1999
and ending on February 2, 2002.  The Company issued its common stock in that
transaction pursuant to an exemption from registration under
Section 4(2) of the Securities Act.

     Simultaneous with the completion of the foregoing private placement, the
outstanding preferred stock of the Company, including the accrued but unpaid
interest, was exchanged for common stock of the Company at an exchange rate of
five shares of common stock for each share of preferred stock including accrued
but unpaid interest.  A total of 670,005 shares of common stock were issued by
the Company in that exchange pursuant to an exemption from registration under
Section 3(a)(9) of the Securities Act.

                                     ITEM 6.

                             SELECTED FINANCIAL DATA
                             -----------------------

<TABLE>
<CAPTION>
                                               YEAR ENDED
                                              SEPTEMBER 30
                                ---------------------------------------
                            1999       1998       1997       1996      1995
                            ----       ----       ----       ----      ----
<S>                      <C>        <C>        <C>        <C>       <C>
Oil and gas sales        $167,779     82,019    111,309    108,845    95,648
Total revenues            182,927     83,551    143,092    172,507   120,782
Costs and expenses        247,413    142,987    259,589    184,126   241,676
                          -------    -------    -------    -------   -------

Net loss                 $ 64,486   ( 59,436)  (116,497)  ( 11,619) (120,894)
                          =======    =======    =======    =======   =======

Net loss per
 common share - basic
 and diluted             $(   .01)  (    .02)  (    .03)  (    .01) (    .04)
                           ======    =======    =======    =======   =======

Weighted average
 number of common
 shares outstanding -
 basic and diluted      8,296,085  4,054,154  3,905,752  3,220,821 3,220,821
                        =========  =========  =========  ========= =========

At year end:
 Current assets        $2,280,980     37,417    106,244     30,040    16,951
 Current liabilities    2,286,660     89,962    124,748     75,522    90,400
 Working capital
  (deficit)            (    5,680)  ( 52,545)  ( 18,504)  ( 45,482) ( 73,449)
 Total assets           2,905,000    172,297    266,519    208,789   239,420
 Long-term debt           335,039        -          -          -       4,134
 Stockholders equity      283,301     82,335    141,771    133,267   144,886

Cash dividends per
 common share          $      -          -          -          -         -
                        =========    =======    =======    =======   =======
</TABLE>
                                       11
<PAGE>




                                     ITEM 7.

           MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS


LIQUIDITY, CAPITAL RESOURCES AND COMMITMENTS
--------------------------------------------

     In fiscal 1999 the Company completed a private placement of 5,773,793
shares of its common stock for $275,000.

     In fiscal 1999 the Company purchased interests in six producing gas wells
and participated in the drilling of 4 wells, three of which were productive.
Based on current prices for oil and gas, the Company believes that net cash flow
from oil and gas sales should be adequate to cover the fixed costs of the
Company for the next fiscal year.

     The Company currently has a small negative current ratio with current
liabilities exceeding current assets by approximately $6,000.  The Company
believes it has adequate cash flow, based on current oil and gas prices to
service the bank debt for the next fiscal year.

     The Company currently has drilling prospects which it will be actively
marketing to industry participants on a promoted basis.








































                                       12

<PAGE>




RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 1999 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1998:
--------------------------------------------------------------------------

Operating Revenue
-----------------

     Revenue from oil and gas sales for the year ended September 30, 1999 was
$167,779 compared to $82,019 for the year ended September 30, 1998.  This
increase is primarily attributable to purchased oil and gas properties and new
discoveries.  The increase in gas sales volumes was also primarily the result of
purchased properties and new discoveries.  Management fees increased since the
Company is now acting as operator on several wells.

     A comparison of approximate volumes sold and average unit prices is
summarized as follows:

                                   YEAR ENDED SEPTEMBER 30
                                   -----------------------
     Quantities Sold                1999             1998
     ---------------                ----             ----

       Oil (Bbls.)                  1,900            2,200
       Gas (MCF)                   53,300           25,600

     Average Unit Price
     ------------------

       Oil (Bbls.)                 $10.85             9.42
       Gas (MCF)                   $ 2.25             2.36


Operating Costs and Expenses
----------------------------

     Lease operating expense, was $36,006 for the year ended September 30, 1999
compared to $15,505 for the year ended September 30, 1998.  This increase is
attributable primarily to expenses associated with purchased oil and gas
properties and new discoveries.  The increase in production taxes was
attributable to the increase in oil and gas sales.

     Depreciation and depletion increased as a result of increased production
and higher cost basis of purchased properties.

     The unusual expenses for the year ended September 30, 1999 includes $9,900
for the Company's share of a settlement with the Wind River Tax Commission
concerning royalty calculations for gas sold from a gas field from 1988 to 1995.
All working interest owners approved settling the dispute to avoid the cost of
litigation.  The Company sold its interest in the gas property in 1995.  Unusual
expenses also includes $5,178 of expenses associated with the ad valorem tax
reimbursement described in Note 11.

     General and administrative expense for the year ended September 30, 1999
was $118,151 compared to $88,690 for the year ended September 30, 1998.  The
increase was the result of increases in salary expense, contract wages and a
general increase in costs associated with increased activities.








                                       13

<PAGE>




RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 1998 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1997:
--------------------------------------------------------------------------

Operating Revenue
-----------------

     Revenue from oil and gas sales for the year ended September 30, 1998 was
$82,019 compared to $111,309 for the year ended September 30, 1997.  This
decrease is primarily attributable to decreases in average unit prices for oil
and gas.  The decrease in gas sales volumes was primarily the result of normal
declines.  Management fees decreased due to the termination of the drilling
program that the Company managed.

     A comparison of approximate volumes sold and average unit prices is
summarized as follows:

                                   YEAR ENDED SEPTEMBER 30
                                   -----------------------
     Quantities Sold                1998             1997
     ---------------                ----             ----

       Oil (Bbls.)                  2,200            1,800
       Gas (MCF)                   25,600           31,400

     Average Unit Price
     ------------------

       Oil (Bbls.)                 $ 9.42            16.84
       Gas (MCF)                   $ 2.36             2.55


Operating Costs and Expenses
----------------------------

     Lease operating expense, was $15,505 for the year ended September 30, 1998
compared to $21,804 for the year ended September 30, 1997, a decrease of 29%.
This decrease is attributable primarily to normal fluctuations in operating
costs caused by mild weather conditions.

     Depreciation and depletion declined as a result of declining production on
higher cost basis producing properties.

     Dry hole expense and abandoned leases decreased as a result of reduced
drilling activity.

     The unusual expenses for the year ended September 30, 1997 represents
estimated costs of settlement of a claim relating to gas prices during the years
1983 through 1985.

     General and administrative expense for the year ended September 30, 1998
was $88,690 compared to $133,836 for the year ended September 30, 1997.  The
decrease was primarily the result of decreases in salary expense and contract
wages.










                                       14

<PAGE>




RESULTS OF OPERATIONS
---------------------
YEAR ENDED SEPTEMBER 30, 1997 COMPARED WITH YEAR ENDED SEPTEMBER 30, 1996:
--------------------------------------------------------------------------

Operating Revenue
-----------------

     Revenue from oil and gas sales for the year ended September 30, 1997 was
$111,309 compared to $108,845 for the year ended September 30, 1996.  This
increase is attributable to increases in average unit prices for oil and gas
offset by a decrease in revenue due to quantities sold in 1997 compared to 1996.
The decrease in sales volumes was primarily the result of normal declines.
Management fees increased due to an increase in activity in a drilling program
that the Company manages.

     A comparison of approximate volumes sold and average unit prices is
summarized as follows:

                                   YEAR ENDED SEPTEMBER 30
                                   -----------------------
     Quantities Sold                1997             1996
     ---------------                ----             ----

       Oil (Bbls.)                  1,800            1,900
       Gas (MCF)                   31,400           35,200

     Average Unit Price
     ------------------

       Oil (Bbls.)                 $16.84            16.13
       Gas (MCF)                   $ 2.55             2.03



Operating Costs and Expenses
----------------------------

     Lease operating expense, was $21,804 for the year ended September 30, 1997
compared to $24,292 for the year ended September 30, 1996, a decrease of 10%.
This decrease is attributable primarily to normal fluctuations in operating
costs.

     The unusual expenses for the year ended September 30, 1997 represents
estimated costs of settlement of a claim relating to gas prices during the years
1983 through 1985.

     General and administrative expense for the year ended September 30, 1997
was $133,836 compared to $110,195 for the year ended September 30, 1996.  The
increase was primarily the result of an increase in salary expense.

     Dry hole expense increased as a result of additional participation in
exploratory wells.












                                       15

<PAGE>




                                    ITEM 7A.

            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            ---------------------------------------------------------


     Pursuant to Item 305(e) of Regulation S-K, the Company is not required to
disclose the information required by this Item 7A because the Company is a small
business issuer as defined in Rule 12b-2 of the Securities Exchange Act of 1934.


                                     ITEM 8.

                   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
                   -------------------------------------------

                                CLX ENERGY, INC.

                          INDEX TO FINANCIAL STATEMENTS


                                                                     Page

Independent Auditor's Report                                          17
Balance Sheets - September 30, 1999 and 1998                          18
Statements of Operations - years ended
  September 30, 1999, 1998 and 1997                                   19
Statements of Stockholders' Equity -
  years ended September 30, 1999, 1998 and 1997                       20
Statements of Cash Flows - years ended
  September 30, 1999, 1998 and 1997                                   21
Notes to financial statements - years
  ended September 30, 1999, 1998 and 1997                             23
Schedule V. Property and equipment - years
  ended September 30, 1999, 1998 and 1997                             33
Schedule VI. Accumulated depreciation and
  depletion of property and equipment -
  years ended September 30, 1999, 1998 and 1997                       34


     The remaining schedules for which provision is made in
     Regulation S-X are not required under the instructions
     contained therein, are inapplicable, or the information
     required in included in the financial statements or
     footnotes.




















                                       16

<PAGE>




                                EASTON AND BARSCH
                          CERTIFIED PUBLIC ACCOUNTANTS
                       8790 WEST COLFAX AVENUE, SUITE 106
                               LAKEWOOD, CO  80215


                          INDEPENDENT AUDITOR'S REPORT


To the Board of Directors and Stockholders
CLX Energy, Inc.
Denver, CO


We have audited the accompanying balance sheets of CLX Energy, Inc. as of
September 30, 1999 and 1998 and the related statements of operations,
stockholders' equity and cash flows for the years ended September 30, 1999, 1998
and 1997.  Our audits also included the financial statement schedules listed in
the index at Item 8.  These financial statements and financial statement
schedules are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLX Energy, Inc. as of
September 30, 1999 and 1998 and the results of its operations and its cash flows
for the years ended September 30, 1999, 1998 and 1997 in conformity with
generally accepted accounting principles.  Also, in our opinion, such financial
statement schedules V and VI, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.


EASTON AND BARSCH
Certified Public Accountants
Lakewood, Colorado

January 12, 2000


















                                       17

<PAGE>



                                CLX ENERGY, INC.
                                 Balance Sheets
                           September 30, 1999 and 1998
<TABLE>
<CAPTION>
              Assets                                   1999         1998
              ------                                   ----         ----
<S>                                               <C>             <C>
Current assets:
   Cash                                           $  318,330       30,024
   Accounts receivable:
     Trade                                           152,641          294
     Oil and gas sales                               223,231        7,099
   Net assets held for sale                        1,585,640          -
   Prepaid expenses                                    1,138          -
                                                   ---------      -------
          Total current assets                     2,280,980       37,417
                                                   ---------      -------
Property and equipment, at cost :
   Oil and gas properties (successful
     effort method):
       Proved                                        788,131      327,213
       Unproved                                       60,302       18,314
   Office equipment                                    6,621        3,618
                                                   ---------      -------
                                                     855,054      349,145
       Less accumulated depreciation
         and depletion                            (  256,034)    (214,265)
                                                   ---------      -------
   Property & equipment, net,                        599,020      134,880
Other assets - oil and gas bond deposit               25,000          -
                                                   ---------      -------
                                                  $2,905,000      172,297
                                                   =========      =======
     Liabilities and Stockholders' Equity
     ------------------------------------
Current liabilities:
   Accounts payable:
     Trade                                        $  267,122       81,607
     Oil and gas sales                               284,616          -
   Prepaid drilling costs                             90,050          -
   Current portion of long-term debt               1,631,628          -
   Accrued liabilities and other                      13,244        8,355
                                                   ---------      -------
          Total current liabilities                2,286,660       89,962
                                                   ---------      -------
Long-term debt, less current portion                 335,039          -
Stockholders' equity:
   Preferred stock, $.01 par value,
     2,000,000 shares authorized,
     600,000 shares designated Series A
     $.06 cumulative convertible: - no
     shares outstanding (134,000 in 1998)                -          1,340
   Common stock, $.01 par value,
     50,000,000 shares authorized,
     10,548,132 shares issued and
     outstanding (4,054,154 in 1998)                 105,481       40,542
   Additional paid-in capital                        743,270      541,417
   Accumulated deficit                            (  565,450)    (500,964)
                                                   ---------      -------
          Net stockholders' equity                   283,301       82,335
                                                   ---------      -------
                                                  $2,905,000      172,297
                                                   =========      =======
<FN>
The accompanying notes are an integral part of these financial statements.
</TABLE>
                                       18
<PAGE>




                                CLX ENERGY, INC.
                            Statements of Operations
                  Years Ended September 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>
                                            1999          1998          1997
                                            ----          ----          ----
<S>                                     <C>             <C>           <C>

Revenues:
   Oil and gas sales                    $ 167,779        82,019       111,309
   Management fees                          7,267           900        26,783
                                          -------       -------       -------
      Total revenue                       175,046        82,919       138,092
                                          -------       -------       -------
Operating expenses:
   Lease operating                         36,006        15,505        21,804
   Production taxes                        15,182         9,696         9,748
   Lease rentals                            2,789         1,358         2,324
   Dry holes and abandoned leases           5,599           428        14,580
   Depreciation and depletion              41,769        21,130        31,096
   Unusual expenses                        15,078           -          45,000
   Impairment of oil and gas properties     3,088         2,519           -
   General and administrative             118,151        88,690       133,836
                                          -------       -------       -------
     Total operating expenses             237,662       139,326       258,388
                                          -------       -------       -------
     Operating loss                      ( 62,616)     ( 56,407)     (120,296)
                                          -------       -------       -------
Other income (expenses):
   Gain on sale of assets                   6,452           632         5,000
   Interest income                          1,429           -             -
   Interest expense                      (  9,751)     (  3,661)     (  1,201)
                                          -------       -------       -------
     Total other income (expenses)       (  1,870)     (  3,029)        3,799
                                          -------       -------       -------

          Net loss                      $( 64,486)     ( 59,436)     (116,497)
                                          =======       =======       =======
Weighted average number of common
  shares outstanding - basic and
  diluted                               8,296,085     4,054,154     3,905,752
                                        =========     =========     =========

Net loss per common share - basic
  and diluted                           $(    .01)     (    .02)     (    .03)
                                          =======       =======       =======

<FN>

The accompanying notes are an integral part of these financial statements.

</TABLE>











                                       19

<PAGE>




                                CLX ENERGY, INC.
                       Statements of Stockholders' Equity
                  Years Ended September 30, 1999, 1998 and 1997

<TABLE>
<CAPTION>

                      Preferred Stock      Common Stock   Additional
                      ---------------     --------------    Paid-in  Accumulated
                       Shares  Amount     Shares  Amount    Capital    Deficit
                       ------  ------     ------  ------  ---------- -----------
<S>                    <C>     <C>      <C>        <C>      <C>       <C>

Balances,
  September 30, 1996   134,000 $ 1,340  3,220,821  $ 32,208  424,750  (325,031)

Issuance of common
  stock                    -       -      833,333     8,334  116,667       -

Net loss                   -       -          -         -        -    (116,497)
                       -------   ----- ----------   -------  -------   -------

Balances,
  September 30, 1997   134,000   1,340  4,054,154    40,542  541,417  (441,528)

Net loss                   -       -          -         -        -    ( 59,436)
                       -------   ----- ----------   -------  -------   -------

Balances,
  September 30, 1998   134,000   1,340  4,054,154    40,542  541,417  (500,964)

Common stock issued
  for preferred stock (134,000) (1,340)   670,005     6,700 (  5,360)      -

Common stock issued
  for cash, net of
  expenses                 -       -    5,773,973    57,739  201,713       -

Common stock issued
  on exercise of
  stock options            -       -       50,000       500    5,500       -

Net loss                   -       -          -         -        -    ( 64,486)
                       -------   ----- ----------   -------  -------   -------

Balances,
  September 30, 1999       -   $   -   10,548,132  $105,481  743,270  (565,450)
                       =======   ===== ==========   =======  =======   =======

<FN>


The accompanying notes are an integral part of these financial statements.

</TABLE>









                                       20

<PAGE>




                                CLX ENERGY, INC.
                            Statements of Cash Flows
                Years Ended September 30, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                1999       1998       1997
                                                ----       ----       ----
<S>                                       <C>           <C>        <C>
Cash flows from operating activities:
   Net loss                               $(   64,486)  ( 59,436)  (116,497)
   Adjustments to reconcile net loss
     to net cash used in operating
     activities:
       Depreciation and depletion              41,769     21,130     31,096
       Impairment of oil and gas
         properties                             3,088      2,519        -
       Abandoned properties                     1,171        -          -
       Gain on sale of assets              (    6,452)  (    632)  (  5,000)
       (Increase) decrease in
         accounts receivable               (  368,479)    64,088   ( 56,734)
       (Increase) decrease in
         deposits                          (    1,138)       -           49
       Increase (decrease) in
         accounts payable                     470,131   ( 34,786)   110,716
       Increase (decrease) in
         prepaid drilling costs                90,050        -          -
       Increase (decrease) in
         accrued expenses                       4,889        -     (    356)
                                            ---------    -------    -------
          Net cash provided by (used in)
            operating activities              170,543   (  7,117)  ( 36,726)
                                            ---------    -------    -------
Cash flows from investing activities:
   Proceeds from sale of property
     and equipment                              8,281      7,130      5,000
   Purchase of property and equipment      (  511,997)  (  4,752)  ( 12,622)
   Purchase of assets held for sale        (1,585,640)       -          -
   Additions to other assets               (   25,000)       -          -
                                            ---------    -------    -------
          Net cash provided by (used
            in) investing activities       (2,114,356)     2,378   (  7,622)
                                            ---------    -------    -------
Cash flows from financing activities:
   New short-term borrowings                  202,125        -          -
   Payments on short-term borrowings       (  202,125)       -     (  4,134)
   New long-term borrowings                 2,000,000        -          -
   Payments on long-term borrowings        (   33,333)       -     ( 57,000)
   Proceeds from issuance of common stock     265,452        -      125,000
                                            ---------    -------    -------
          Net cash provided by (used
            in) financing activities        2,232,119        -       63,866
                                            ---------    -------    -------

          Net increase (decrease) in cash     288,306   (  4,739)    19,518
Cash, beginning of year                        30,024     34,763     15,245
                                            ---------    -------    -------
Cash, end of year                          $  318,330     30,024     34,763
                                            =========    =======    =======

Supplemental disclosures of cash
  flow information - cash paid
  during period for interest               $    5,315        -        1,557
                                            =========    =======    =======
</TABLE>
                                   (CONTINUED)
                                       21

<PAGE>




                                CLX ENERGY, INC.
                            Statements of Cash Flows
                Years Ended September 30, 1999, 1998 and 1997
                                  (Continued)

<TABLE>
<CAPTION>

Supplemental disclosure of noncash investing and financing activities:


                                        1999          1998          1997
                                        ----          ----          ----
<S>                                    <C>           <C>           <C>

Conversion of Series A preferred
  stock to common stock                $1,340           -             -

<FN>

The accompanying notes are an integral part of these financial statements.


</TABLE>









































                                       22

<PAGE>




                                CLX ENERGY, INC.
                          NOTES TO FINANCIAL STATEMENTS
                  Years Ended September 30, 1999, 1998 and 1997


(1) Summary of Significant Accounting Policies
    ------------------------------------------
     (a)  Nature of operations
          --------------------
          The Company is engaged in the oil and gas business which consists of
          acquiring, exploring, developing, selling and operating oil and gas
          properties.  The Company's oil and gas activities are subject to
          existing Federal, state and local environmental laws, rules and
          regulations.  All of the Company's activities are in the United
          States, primarily Colorado, Kansas, Oklahoma and Wyoming.  The
          Company's oil and gas production is sold to several purchasers, some
          of which purchase more than 10 percent of oil and gas revenues.

     (b)  Use of estimates
          ----------------
          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect certain reported amounts and disclosures.
          Oil and gas reserve estimates are inherently imprecise and are
          continually subject to revisions based on production history, results
          of additional exploration and development, price of oil and gas and
          other factors.  Accordingly it is at least reasonably possible those
          estimates could be revised in the near term and those revisions could
          be material.

     (c)  Property and equipment
          ----------------------
          The Company follows the successful efforts method of accounting.
          Lease acquisition and development costs (tangible and intangible)
          for expenditures relating to proved oil and gas properties are
          capitalized.  Delay and surface rentals are charged to expense in the
          year incurred.  Dry hole costs incurred on exploratory operations are
          expensed.  Dry hole costs associated with developing proved fields are
          capitalized.  Expenditures for additions, betterments, and renewals
          are capitalized.  Geological and geophysical costs are expensed when
          incurred.

          Upon sale or retirement of proved properties, the cost thereof and the
          accumulated depreciation or depletion are removed from the accounts
          and any gain or loss is credited or charged to income.  Maintenance
          and repairs are charged to operating expenses.

          Provisions for depreciation and depletion of capitalized exploration
          and development costs are computed on the unit-of-production method
          based on estimated proved developed reserves of oil and gas on a
          property by property basis.  An additional impairment provision is
          recorded if the estimated fair market value is less than the carrying
          amount of the assets on a property by property basis.












                                       23

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          Unproved properties are assessed periodically to determine whether
          they are impaired.  When impairment occurs, an impairment loss is
          recognized.  When leases for unproved properties expire, any remaining
          cost is expensed.

          Depreciation on office equipment is provided using accelerated methods
          with estimated useful lives of five to seven years.

     (d)  Cash and cash equivalents
          -------------------------
          The Company considers all highly liquid debt instruments purchased
          with an original maturity of three months or less to be cash
          equivalents.

     (e)  Fair value of financial instruments
          -----------------------------------
          The Company's financial instruments consist of cash, accounts
          receivable, net assets held for sale, accounts payable, prepaid
          drilling costs, bank debt, and accrued liabilities.  The carrying
          value of cash and cash equivalents, accounts receivable, net assets
          held for sale, accounts payable, prepaid drilling costs, bank debt,
          and accrued liabilities are considered to be representative of their
          fair market value, due to the short maturities of such instruments.

     (f)  Net loss per common share
          -------------------------
          Net loss per common share is computed on the basis of the weighted
          average number of common shares outstanding during the year as
          illustrated below:

                                              1999          1998          1997
                                              ----          ----          ----

          Net loss                        $( 64,486)     ( 59,436)     (116,497
          Preferred stock dividends        (  2,747)     (  8,040)     (  8,040)
                                            -------       -------       -------

          Net loss, basic and diluted,
            applicable to common
            stockholders                  $( 67,233)     ( 67,476)     (124,537)
                                            =======       =======       =======

          Weighted average number of
            shares outstanding - basic
            and diluted                   8,296,085     4,054,154     3,905,752
                                          =========     =========     =========

          Net loss per share, basic and
            diluted, applicable to
            common shareholders           $(    .01)     (    .02)     (    .03)
                                            =======       =======       =======

          Stock options were not included in the computation of diluted net loss
          per share because the result would be antidilutive.







                                       24

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)

     (g)  Comprehensive Income
          --------------------
          During the year ended September 30, 1999, the company adopted SFAS
          No. 130, Reporting Comprehensive Income, which establishes new rules
          for the reporting and display of comprehensive income and its
          components.  During fiscal 1999, 1998 and 1997,the Company did not
          have any components of comprehensive income to report.

(2)  Oil and Gas Property Acquisition
     --------------------------------
          In a transaction effective April 1, 1999 the Company acquired
          interests in six producing oil and gas wells and an interest in
          undeveloped oil and gas leases for $1,935,250.  The Company borrowed
          $2,000,000 from a bank to pay for the acquisition.  The Company agreed
          to sell, at its cost, plus an expense reimbursement of 2.5%, 80% of
          the properties acquired in the acquisition to a limited partnership in
          which the Company will be the general partner.  The Company will
          contribute 1% of capital contributions to the partnership in exchange
          for a 5% interest in the income and expenses of the partnership.  The
          partnership was organized in early October, 1999 and paid for its
          share of the properties on October 12, 1999.  A portion of the
          proceeds received were used to reduce bank debt by $1,548,000 on
          October 12, 1999.  At September 30, 1999 costs associated with the
          portion of assets to be sold to the partnership were classified as a
          current asset under "net assets held for sale".

(3)  Risk Considerations
     -------------------
          The Company is subject to risks and uncertainties common to
          independent oil and gas companies, including limited financial
          resources, changing oil and gas prices, activities of larger
          competitors, and dependence on key personnel.

(4)  Notes Payable
     -------------
          During the year ended September 30, 1999 the Company borrowed
          $202,125 from its major shareholder for the deposit on an oil and
          gas property purchased by the Company as described in note 2.  The
          loan was repaid with interest at 8.5% on August 11, 1999 when the
          Company obtained bank financing of $2,000,000.  At September 30, 1999,
          the bank loan had a balance due of $1,966,667 and bears interest at
          8.75%.  In addition to the principal payment of $1,548,000 on October
          12, 1999 (see Note 2), monthly principal payments of $6,969 plus
          interest are due on the loan.  The loan is secured by the oil and gas
          properties of the Company and a portion of the loan is guaranteed by
          the major shareholder.

          The weighted average balance outstanding and the weighted average
          interest rate for 1999 and 1997 were as follows (none in 1998):
                                                      1999         1997
                                                      ----         ----
          Weighted average balance
            outstanding                            $297,231       11,428
          Weighted average interest rate              8.9%        10.5%








                                       25

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(5)  Stockholders' Equity
     --------------------
          On February 2, 1999, the Company completed a private placement of
          5,773,793 shares of it's $.01 par value common stock for $275,000.
          The investors in the private placement also agreed to provide
          guarantees of bank loans of interim financing as necessary to a
          maximum of $300,000 for property acquisitions during the period from
          February 2, 1999 to February 2, 2002.

          Simultaneous with the completion of the private offering, the Officers
          and Directors of the Company agreed to cancel their outstanding stock
          options previously granted to them.  As a result, options on 425,000
          shares of common stock were canceled.  The Company did not
          simultaneous cancel the previously adopted stock options plan.  Also
          simultaneous with the completion of the private offering, the
          preferred shareholders converted their 134,000 shares of preferred
          stock into 670,005 shares of common stock.

(6)  Stock Options
     -------------
          During the 1994 fiscal year the Company adopted an employee incentive
          stock option plan which provides for the issuance to employees,
          including officers, of up to 10 percent of the issued and outstanding
          shares of common stock in accordance with the plan.  Under this plan,
          options are exercisable at market price of the Company's common stock
          on the date of grant, have a term of ten years and are earned over a
          five year period.  The Company issued options on 200,000 shares under
          this plan during the 1994 fiscal year.  Options on 100,000 shares were
          canceled during the 1997 fiscal year and options on 100,000 shares
          outstanding at September 30, 1998 were canceled on February 2, 1999.
          Options on 500,000 shares were granted on April 26, 1999 and remain
          outstanding at September 30, 1999.

          During the 1994 fiscal year the Company adopted a director stock
          option plan which provides for the issuance to members of the board,
          who are not full time employees of the Company, options to purchase up
          to 125,000 shares of the Company's common stock in accordance with the
          plan.  Under this plan, options are exercisable at market price of the
          Company's common stock on the date of grant, have a term of ten years
          and are earned over a five year period.  The company issued options on
          125,000 shares under this plan during the 1994 and 1997 fiscal years.
          All of the options were canceled on February 2, 1999.

          The Company granted non-qualified options to two officers of the
          Company for 400,000 common shares at $ .25 per share during a prior
          fiscal year.  The options were exercisable for up to ten years after
          the date of grant.  Options on 200,000 common shares were canceled
          during the 1997 fiscal year and options on 200,000 shares outstanding
          at September 30, 1998 were canceled on February 2, 1999.












                                       26

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          In connection with the acquisition of an oil and gas property in
          September, 1994, the Company issued non-qualified options for 50,000
          shares of common stock at $ .12.  The options were exercised in
          August, 1999.

          A summary of certain stock options information follows:

                                    Outstanding options    Exercisable options
                                    -------------------    -------------------
                                               Weighted                Weighted
                                    Number of   average    Number of    average
                                     shares     price       shares       price
                                    ---------  -------     --------    --------
          September 30, 1997:
          -------------------
           Incentive stock options   225,000   $  .12      116,250    $  .12
           Non-qualified options     250,000     .224      250,000      .224

          September 30, 1998:
          -------------------
           Incentive stock options   225,000   $  .12      161,250    $  .12
           Non-qualified options     250,000     .224      250,000      .224

          September 30, 1999:
          -------------------
           Incentive stock options   500,000   $  .16          -      $   -

          No options were exercised during the 1998 or 1997 fiscal years.
          Options on 50,000 shares were exercised at $ .12 per share in the
          1999 fiscal year.

          The Company has elected to account for grants of stock options under
          APB Opinion No. 25.  No compensation cost has been recognized on the
          statements of operations through September 30, 1999 for stock options
          granted.  Statement of Financial Accounting Standards No. 123,
          "Accounting for Stock-Based Compensation", (SFAS No. 123) requires
          compensation expense to be determined based on the fair value, as
          defined, of options at the grant date.  Pro forma net earnings and pro
          forma earnings per share must be disclosed based on the additional
          compensation expense.  No options were granted during the 1998 fiscal
          year.  For the 1999 fiscal year, additional compensation expense under
          SFAS No. 123 would have increased the net loss from $64,486 to a pro
          forma net loss of $101,486.  The additional compensation expense for
          1999 did not change the net loss per share of $.01.  The pro forma
          adjustment is calculated using an estimated fair market value of each
          option on the date of grant based upon an expected life of 7 years,
          risk-free interest rate of 6.3%, expected dividend yield of 0% and
          volatility of 30%.













                                       27

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(7)  Unusual Expenses
     ----------------
          The amount reflected as unusual expenses for the 1999 fiscal year in
          the statements of operations includes $9,900 representing the
          Company's share of a settlement with the Wind River Tax Commission
          concerning royalty calculations for gas sold from a gas field from
          1988 to 1995.  All working interest owners approved settling the
          dispute to avoid the cost of litigation.  The Company sold its
          interest in the gas property in 1995.  Unusual expenses for fiscal
          1999 also includes $5,178 of expenses associated with the ad valorem
          tax reimbursement described in Note 11.  Unusual expenses for fiscal
          1997 of $45,000 represented the estimated current liability at
          September 30, 1997 associated with the ad valorem tax reimbursement
          described in Note 11.

(8)  Income Taxes
     ------------
          For tax reporting purposes, after giving effect to ownership changes
          that occurred in the 1999 fiscal year, the Company has a net operating
          loss carryforward of approximately $470,000 at September 30, 1998,
          which expires in varying amounts from September 30, 2003 through 2017.
          Of the $470,000 carryforward, $390,000 is subject to an annual
          limitation of approximately $23,500.  Differences between income tax
          and financial statement basis of assets consists of basis difference
          of oil and gas properties ($40,000) as a result of a purchase
          acquisition in the 1993 fiscal year and intangible drilling costs
          ($70,000) which are expensed for tax purposes.

          Benefit relating to the net operating loss carryforward has not been
          reflected as a net deferred tax asset because the limited carryover
          period combined with the history of losses of the Company make it more
          likely than not that the net operating losses will not be utilized by
          the Company prior to their expiration.

          Components of deferred tax liabilities and deferred tax assets of the
          Company are comprised of the following at September 30, 1999:

               Gross deferred tax liabilities:
                    Proved properties
                      basis differences                         $( 37,000)
               Gross deferred tax assets:
                    Net operating loss carryforward               160,000
                    Valuation allowance for deferred
                      tax assets                                 (123,000)
                                                                  -------
               Net deferred amount                              $     -
                                                                  =======

          CLX Exploration, a predecessor Company, has not filed state income tax
          returns for the years ended September 30, 1983 through 1992.  The
          Company has filed its federal and state income tax returns for the
          fiscal years ended September 30, 1993 through 1998.









                                       28

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


(9)  Lease
     -----
          The Company leases office space under a non-cancelable operating lease
          agreement.  This lease requires monthly rent of $1,138.  The lease
          also requires the Company to pay certain operating costs of the leased
          property.  Rent expense for all operating leases totaled $12,962,
          $13,292 and $13,614 during 1999, 1998 and 1997, respectively.  Minimum
          lease payments under the lease are $14,511 in fiscal 2000.

(10)  Major Customers
      ---------------
          During the years ended September 30, 1999, 1998 and 1997 the Company
          had the following major customers which acquired 10% or more of total
          oil and gas revenues:
                                        1999       1998       1997
                                        ----       ----       ----
               Cabot Oil & Gas           39%        - %        - %
               Credo Petroleum Corp      23%        58%        47%
               Kansas Gas Supply         18%        - %        - %
               Texaco - Equiva           - %        19%        18%
               Dolphin - Lariat          - %        10%        12%

(11)  Contingency and Unusual Expenses
      --------------------------------
          The Company has been advised by Panhandle Eastern Pipe Line Company
          that on September 10, 1997 the Federal Energy Regulatory Commission
          (FERC) issued an order that requires first sellers of gas to make
          refunds for all Kansas Ad Valorem tax reimbursements collected for the
          period from October 3, 1983 through June 28, 1988, with interest.

          This claim resulted from a FERC order issued September 10, 1997 which
          stated that ad valorem tax levied by the State of Kansas could not be
          considered as an add-on to the Maximum Lawful Price (MLP) of gas sold
          under the NGPA of 1978 covering the period from October 3, 1983
          through June 28, 1988.  This order reversed the FERC rules in effect
          during that time period that ad valorem taxes paid to the State of
          Kansas by producers could recover from the pipeline company by the
          producers over and above the MLP of gas sold under the guidelines set
          forth in the NGPA of 1978.

          A predecessor of the Company, Calvin Exploration Inc. was operator of
          certain Kansas gas wells during the period covered by the order.
          Panhandle Eastern Pipe Line Company has advised the Company that
          Calvin Exploration Inc., as first seller, was paid $57,732 in Kansas
          Ad Valorem taxes.  The Company was also advised that as successor in
          interest to the first seller, the amount of the refund that must be
          repaid with interest will approximate $196,000 on the due date of
          March 9, 1998.













                                       29

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          On February 6, 1998 the Company filed a request for Staff review with
          the FERC relative to their order.  The Company asked that the Company
          be responsible only for reimbursement of ad valorem taxes attributable
          to its working interest in the properties subject to the FERC order,
          that the Company not be required to reimburse taxes on behalf of
          royalty owners since such taxes are not recoverable from the royalty
          owners, and that the Company be allowed to service it's reimbursement
          obligation over a five year period due to the financial hardship which
          would result from one lump sum payment.

          The Company has received various correspondence from the FERC
          concerning its request for Staff Review, the latest dated December 4,
          1998.  In this letter the Company was advised that it was responsible
          only for reimbursement of it's working interest share of the total
          refund.  Additional information was requested prior to the Commission
          making a decision to relieve the Company of the obligation to
          reimburse taxes on behalf of the royalty owners.  The request for
          installment payments was not addressed.

          The Company has booked approximately $55,000 as a current liability to
          cover the Company's estimated share of the reimbursement claim.

(12) Oil and Gas Expenditures
     ------------------------
          The Company's results of operations from oil and gas exploration and
          production activities (all within the United States) for fiscal 1999,
          1998 and 1997 were as follows:
                                                1999        1998         1997
                                                ----        ----         ----
             Revenues from oil and gas
               producing activities          $167,779      82,019      111,309
             Producing costs                 ( 51,188)   ( 25,201)    ( 31,552)
             Depreciation, depletion and
               impairment provision          ( 44,181)   ( 23,394)    ( 30,715)
                                              -------     -------      -------
             Results of operations from
               oil and gas producing
               activities (excluding
               general and administrative
               and interest costs)           $ 72,410      33,424       49,042
                                              =======     =======      =======

          The following table sets forth the costs incurred in oil and gas
          producing activities during 1999, 1998 and 1997:

                                                1999       1998        1997
                                                ----       ----        ----
             Property acquisition costs:
               Unproved                      $ 44,988      1,171      12,622
               Proved                         369,963      3,581         -
             Exploration costs                 55,586        -        14,580
             Development costs                 38,457        -           -









                                       30

<PAGE>




                                CLX ENERGY, INC.
                  NOTES TO FINANCIAL STATEMENTS (continued)


          Depreciation and depletion of oil and gas properties per $1.00 of
          gross revenue was $0.24, $0.25 and $0.28 in 1999, 1998 and 1997,
          respectively.  The impairment provision of oil and gas properties
          was $.02 and $.03 per $1.00 of gross revenue in 1999 and 1998,
          respectively.

          The capitalized costs related to oil and gas properties were as
          follows at September 30, 1999, 1998 and 1997:


                                                    1999       1998       1997
                                                    ----       ----       ----
               Proved properties                 $788,131    327,213    329,732
               Unproved properties                 60,302     18,314     20,060
                                                  -------    -------    -------
                 Total capitalized costs          848,433    345,527    349,792
               Less accumulated depreciation
                 and depletion                   (251,839)  (210,746)  (189,871)
                                                  -------    -------    -------
                 Net capitalized costs           $596,594    134,781    159,921
                                                  =======    =======    =======

(13) Supplemental Schedules of Reserve Information (Unaudited)
     ---------------------------------------------------------
          The following reserve related information for 1999, 1998 and 1997 is
          based on estimates prepared by management of the Company.  Reserve
          estimates are inherently imprecise and are continually subject to
          revisions based on production history, results of additional
          exploration and development, price of oil and gas and other factors.
          All of the Company's oil and gas reserves are located in the United
          States.

                                                  Oil (Bbl)   Gas (MCF)
                                                  ---------   ---------
          Proved reserves at September 30, 1996      38,200     183,400
            Revisions in previous estimates        (  5,900)     90,600
            Production                             (  1,800) (   31,400)
                                                    -------   ---------
          Proved reserves at September 30, 1997      30,500     242,600
            Revisions in previous estimates        (  5,200) (    2,600)
            Production                             (  2,200) (   25,600)
                                                    -------   ---------
          Proved reserves at September 30, 1998      23,100     214,400
            Revisions in previous estimates        ( 10,700) (   31,000)
            Purchase of reserves                        -       612,400
            Discoveries                                 600     294,100
            Production                             (  1,900) (   53,300)
                                                    -------   ---------
          Proved reserves at September 30, 1999      11,100   1,036,600
                                                    =======   =========


          Proved developed reserves:
               September 30, 1997                    16,300     242,600
               September 30, 1998                     8,900     214,400
               September 30, 1999                    10,800     897,400





                                       31

<PAGE>




                                CLX ENERGY, INC.
                    NOTES TO FINANCIAL STATEMENTS (continued)


          The following is the standardized measure of discounted future net
          cash flows and changes therein relating to proved oil and gas
          reserves.  Future net cash flows were computed using year-end prices
          and costs related to existing proved oil and gas reserves in which the
          Company has mineral interests.  No future income tax expense was
          provided due to the Federal income tax carryover.  All of the reserves
          are located in the United States.

                                                         September 30
                                                 ----------------------------
                                                 1999       1998         1997
                                                 ----       ----         ----

          Future cash inflows               $2,675,400     759,600   1,081,200
          Future production costs              654,000     260,000     421,300
                                             ---------   ---------   ---------
          Future cash flows                  2,021,400     499,600     659,900
          10% annual discount for estimated
            timing of cash flows               722,600     189,400     242,700
                                             ---------   ---------   ---------
          Standardized measure of
            discounted cash flows           $1,298,800     310,200     417,200
                                             =========   =========   =========


          The following are the principal sources of change in the standardized
          measure of discounted future net cash flows:

                                                         September 30
                                                 ---------------------------
                                                 1999       1998        1997
                                                 ----       ----        ----

          Standardized measure,
            beginning of year              $   310,200    417,200     448,900
          Sales of oil and gas,
            net of production costs         (  124,300)  ( 56,800)   ( 79,800)
          Purchase of reserves                 719,800        -           -
          Discoveries                          457,700        -           -
          Net changes in prices and
            future production costs             41,200   (  4,500)   ( 48,800)
          Revisions of previous
            quantity estimates              (  127,200)  ( 66,600)     70,600
          Accretion of discount                 21,400     20,900      26,300
                                             ---------    -------     -------
          Standardized measure,
            end of year                    $ 1,298,800    310,200     417,200
                                             =========    =======     =======

          Future net cash flows were computed using year-end prices for oil of
          $16.68 in 1999, $9.44 in 1998 and $17.49 in 1997 and for gas of $2.40
          in 1999, $2.31 in 1998 and $2.26 in 1997.









                                       32

<PAGE>




                                CLX ENERGY, INC.
                                ----------------

                       SCHEDULE V - PROPERTY AND EQUIPMENT
                       -----------------------------------


                         Balance at                    Changes
                         beginning  Additions  Retire-   add      Balance at
                         of period  at cost  ments  (deduct)  end of period
                         --------- -------- ------  --------  -------------

     Description
     -----------


Year ended September 30, 1997
-----------------------------

  Oil and gas properties:
    Proved               $329,732          -         -        -       329,732
    Unproved                7,438       12,622       -        -        20,060
  Office equipment          3,618          -         -        -         3,618
                          -------      -------   -------  -------     -------
                         $340,788       12,622       -        -       353,410
                          =======      =======   =======  =======     =======


Year ended September 30, 1998
-----------------------------

  Oil and gas properties:
    Proved               $329,732        3,581       -   (  4,867)*
                                                            1,286 **
                                                         (  2,519)*** 327,213
    Unproved               20,060        1,171       -   (  1,631)*    18,314
                                                         (  1,286)**
  Office equipment          3,618          -         -        -         3,618
                          -------      -------   -------  -------     -------
                         $353,410        4,752       -   (  9,017)    349,145
                          =======      =======   =======  =======     =======


Year ended September 30, 1999
-----------------------------

  Oil and gas properties:
    Proved               $327,213      464,006       -   (  3,088)*** 788,131
    Unproved               18,314       44,988     1,171 (  1,829)*    60,302
  Office equipment          3,618        3,003       -      -           6,621
                          -------      -------   -------  -------     -------
                         $349,145      511,997     1,171 (  4,917)    855,054
                          =======      =======   =======  =======     =======


*   Sales of properties.
**  Transfer.
*** Impairment provision.







                                       33

<PAGE>




                                CLX ENERGY, INC.
                                ----------------

                     SCHEDULE VI - ACCUMULATED DEPRECIATION
                     --------------------------------------

                     AND DEPLETION OF PROPERTY AND EQUIPMENT
                     ---------------------------------------


                                      Additions
                         Balance at   charged to
                         beginning    costs and   Retire-     Balance at
                         of period    expenses    ments   end of period
                         ---------   ---------   ------   -------------

     Description
     -----------


Year ended September 30, 1997
-----------------------------

  Oil and gas properties:
    Proved               $159,156      30,715         -        189,871
    Unproved                  -           -           -            -
  Office equipment          2,883         381         -          3,264
                          -------     -------     -------      -------
                         $162,039      31,096         -        193,135
                          =======     =======     =======      =======


Year ended September 30, 1998
-----------------------------

  Oil and gas properties:
    Proved               $189,871      20,875         -        210,746
    Unproved                  -           -           -            -
  Office equipment          3,264         255         -          3,519
                          -------     -------     -------      -------
                         $193,135      21,130         -        214,265
                          =======     =======     =======      =======


Year ended September 30, 1999
-----------------------------

  Oil and gas properties:
    Proved               $210,746      41,093         -        251,839
    Unproved                  -           -           -            -
  Office equipment          3,519         676         -          4,195
                          -------     -------     -------      -------
                         $214,265      41,769         -        256,034
                          =======     =======     =======      =======











                                       34

<PAGE>




                                     ITEM 9.

           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                            AND FINANCIAL DISCLOSURE

     There have not been any disagreements between the Company and its auditors
on accounting and financial disclosure.


                                    PART III

                                    ITEM 10.

               DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information concerning the Company's Directors and Executive Officers is
set forth below:

                                                                   PERIOD OF
         NAME & AGE                    POSITION                     SERVICE
         ----------                    --------                    --------

     James L. Burkhart           Chairman of the board,       February 2, 1999
          65                     Director                     to Present


     Robert E. Gee               Director                     February 2, 1999
          68                                                  to Present


     E. J. Henderson             President, CEO,              March 26, 1993
          65                     Treasurer & Director         to Present


     Ronald M. Sitton            Secretary and Director       February 2, 1999
          53                                                  to Present


     S. W. Houghton              Director                     March 26, 1993
          59                                                  to Present


     Donald B. Lamont            Director                     December 1, 1996
          80                                                  to Present


     George H.C. Lawrence        Director                     December 2, 1993
          62                                                  to Present


     Kerry L. Phelps             Director                     May 1, 1993 to
          56                                                  Present













                                       35

<PAGE>




James L. Burkhart
-----------------

Mr. Burkhart graduated from Texas A&M University in 1957 with a B.S. Degree in
Petroleum Engineering and attended the graduate school of business of the
University of Tulsa in 1968-1969 and Stanford University's advanced management
program in 1974.  He joined a predecessor to Amoco Production Company in 1957
and held various staff and engineering management positions with them until
1969.  At that time, he joined Cotton Petroleum Corporation, Denver, Colorado,
as Vice President, Production.  He became a Director of Cotton in 1971,
Executive Vice president in 1973 and was made President and Chief Operating
Officer in 1976.  He joined Santa Fe Industries as president of Santa Fe Natural
Resources, Inc. and Chief Executive Officer of Santa Fe Energy Company in 1979.
In mid-1980, Mr. Burkhart formed Burkhart Petroleum Corporation in Tulsa,
Oklahoma, and was its Chairman, President and Chief Executive Officer until
leaving at the end of 1986 to form BRG Petroleum, Inc. in June 1987.  After the
sale of BRG Petroleum, Inc. in June 1998, he co-founded BRG Petroleum
Corporation.  Cotton Petroleum Corporation, Burkhart Petroleum Corporation and
BRG Petroleum, Inc. each operated investor funded joint ventures and limited
partnerships.  BRG Petroleum Corporation currently manages and operates an
investor funded drilling program and income fund limited partnership.

Robert E. Gee
-------------

Mr. Gee graduated from Virginia Military institute in 1954 with a B.S. Degree in
Civil Engineering and from Stanford University in 1961 with a MBA in Business
Administration.  He joined IBM Corporation in 1961 and held various marketing
and financial position until 1969.  After a marketing career with Microform Data
Systems and Memorex, Mr. Gee entered the investment field on a full time basis
in 1973 with Capital Analysis, Inc.  In 1976, he was a co-founder of Capital
Concepts Investment Corp.  Subsequently, in January, 1982, after resigning from
Capital Concepts, he co-founded Stanford Investment Group, Inc. and has been
chairman of that organization since inception.  Stanford Investment Group, Inc.
is a broker/dealer and registered investment advisor.

E. J. Henderson
---------------

Mr. Henderson is a graduate of Texas A & M University with a B.S. in Petroleum
Engineering.  Mr. Henderson served in Engineering/Operations positions with Pan
American Petroleum and Hunt Oil Company and in Engineering/Management positions
with Consolidated Oil & Gas, Inc., and K.R.M. Petroleum Corporation.  Mr.
Henderson founded Henderson Petroleum Corporation in September 1978.  Henderson
Petroleum Corporation, a public corporation, was acquired by Burkhart Petroleum
Corporation in December 1985.  Mr. Henderson has served as President of E & S
Investments, Inc., since its formation in April 1981 until the merger with CLX
Energy, Inc. in March 1993.

















                                       36

<PAGE>




Ronald M. Sitton
----------------

Mr. Sitton is a graduate of McMurry University in Abilene, Texas.  From 1976
through 1983, Mr. Sitton served as Vice President of Sitton Drilling Company in
Lubbock, Texas.  He became President of that Company in 1983, and served as
President until January, 1998 at which time Sitton Drilling Company was sold to
Key Energy Corp.  Since that time, Mr. Sitton has managed various personal oil
and gas and real estate investments.

S. W. Houghton
--------------

Mr. Houghton is a graduate of the Wharton School of Finance and Commerce with a
B.S. in Economics.  Mr. Houghton has an extensive background in investment
banking in the financial and natural resources industries serving in corporate
management, an investor in, and a Director in several public and private oil,
gas and mining companies.  Some of the companies with which Mr. Houghton has
been associated are Cotton Petroleum Corporation, Henderson Petroleum
Corporation, Siskon Mining Corporation and Hadson Corporation.  Since resigning
as President and Chief Executive Officer of Hadson Corporation in February 1990,
Mr. Houghton has been active as a private investor and in the management of
Houghton & Company, Inc.

Donald B. Lamont
----------------

Mr. Lamont is a graduate of the Harvard Graduate School of Business (MBA) and
Yale University (BA) and has extensive experience in the oil and gas industry.
Mr. Lamont is President of Interocean Oil & Gas Company (USA), Interocean Oil
Company of Canada, Interocean Oil Company of Abu Dhabi, Interocean Oilfields
Ltd. and Interocean Oil Exploration Ltd.  He serves as a Director for American
Independent Oil Company and South American Gold & Copper Company.  Mr. Lamont
has also served as an officer and director of several other international oil
and gas companies.

George H.C. Lawrence
--------------------

Mr. Lawrence is a graduate of Columbia College (NYC) and Pace University.  Mr.
Lawrence has extensive experience in investment banking, having served with W.
E. Hutton & Co., R. W. R/Pressrich & Co., and G. H. Walker & Co. from 1960 to
1970.  Since 1970, Mr. Lawrence has been President and CEO of Lawrence Investing
Co., a 100 year old family owned real estate development company.  Mr. Lawrence
has served on the Board of Directors of several companies, including Cotton
Petroleum Corporation from 1971 to 1986.  He has served as a Trustee of Sarah
Lawrence College and as a member of the Board of Governors of Lawrence Hospital.


















                                       37

<PAGE>




Kerry L. Phelps
---------------

Mr. Phelps is a graduate of Bowling Green State University with a B.S. in
Geology.  Mr. Phelps has a broad background in petroleum exploration including
the management of large geographically diverse exploration and drilling
programs.  Mr. Phelps served in various positions with Amerada Hess Corporation
in Canada for seven years, then in Denver worked for several independent
producers including Duncan Oil Properties and Resources Investment Corporation.
Mr. Phelps was Senior Vice President/Exploration for General Atlantic Energy
from 1982 to 1989, then formed Cavalier Petroleum where he served as President
until joining CLX Energy, Inc. in May 1993 as Executive Vice President,
Secretary and Director.  Mr. Phelps resigned as Executive Vice President and
Secretary on February 1, 1997, but remains a Director.

     The Board of Directors of the Company does not have a standing nominating
committee, compensation committee, audit committee, or other committee
performing similar functions.

Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------

     Under the U.S. securities laws, directors, certain executive officers and
persons holding more than ten percent of the Company's common stock must report
their initial ownership of the common stock and any changes in the ownership to
the SEC.  The SEC has designated specific due dates for those reports and the
Company must identify in this report those persons who did not file those
reports when due.  Based solely on the Company's review of copies of the reports
filed with the SEC and written representations of its directors and executive
officers, the Company believes that all persons subject to reporting filed
required reports on time in the fiscal year ended September 30, 1999.


                                    ITEM 11.

                             EXECUTIVE COMPENSATION

     The following table sets information regarding compensation of certain
Executive Officers of the Company, none of whom received compensation in excess
of $30,000 during 1999.


     Name               Principal Position            Year          Annual
     ----               ------------------            ----       Compensation
                                                                 ------------


E. J. Henderson      President, Chief Executive       1999          $38,000
                     Officer and Chief Financial      1998           33,500
                     Officer                          1997           48,000


     The officers receive no benefits other than cash compensation.












                                       38

<PAGE>




     The Company does not have any plans for its Executive Officers involving
stock appreciation rights, long term incentive, employment contracts,
termination of employment and change in control agreements.  An officer of the
Company has stock options totaling 500,000 shares which were granted in 1999.
These options are detailed in Item 8, footnote (6).

     Directors are not compensated for their services; however, directors are
currently reimbursed travel expenses and the cost of overnight accommodations
incurred in connection with attendance of Directors meetings.


                                    ITEM 12.

         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of the Company's
equity securities by the directors and executive officers of the Company, and
certain individuals who own 5% or more of the Company's outstanding common
stock.
                                           COMMON STOCK
      NAME               POSITION        PAR VALUE $0.001        % OF CLASS
    ------               --------        ----------------        ----------


Officers & Directors:
---------------------

James L. Burkhart        Chairman of the      2,569,551(1)       24.36
4904 Lakeridge Dr.       Board, Director &
Lubbock, TX  79424       Member of the
                         Executive Committee

E. J. Henderson          CEO, President         285,000(2)        2.70
518 17th St., Suite 745  Treasurer, Director
Denver, CO  80202        Member of the
                         Executive Committee

Ronald M. Sitton         Secretary, Director    314,944           2.99
4904 Lakeridge Dr.       Member of the
Lubbock, TX  79424       Executive Committee

Robert E. Gee            Director               944,832(3)        8.96
69 DeBell Drive
Atherton, CA  94027

Donald B. Lamont         Director               416,666(4)        3.95
654 Madison Ave., Ste 709
New York, NY  10017

Kerry Phelps             Director               485,000(5)        4.60
44 Inverness Drive East, Bldg. D
Englewood, CO  80112













                                       39

<PAGE>




S. W. Houghton           Director               412,390           3.91
420 Madison Ave., Suite 901
New York, NY  10017

George H.C. Lawrence     Director                42,000(6)        0.39
198 Spinnaker Drive
Vero Beach, FL  32963

Officers and Directors
as a group (8 Persons)                        5,470,383          51.86



(1)  Held in the name of James L. Burkhart Living Trust dtd 9-17-97.

(2)  Does not include an option to acquire 500,000 shares of the Company's
common stock granted April 26, 1999 at a price of $0.16 per share under the
terms of the Company's Qualified Employees Stock Option Plan of March 1, 1994.

(3)  Held in the name of Gee Family Trust dtd 12-23-92 - 104,981 shares and
BKM Family Limited Partnership - 839,851 shares.

(4)  Held in the name of Donald B. Lamont Trust - 1998.

(5)  Held in the name of Cavalier Petroleum Corp., a company of which Mr.
Phelps is its sole stockholder.

(6)  Held in the name of Lawrence Properties, Inc.


                                    ITEM 13.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


For information on these matters refer to Notes 4 and 6 of "Notes to Financial
Statements".





























                                       40

<PAGE>




                                     PART IV

                                    ITEM 14.

        EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


(a)  (1) and (2)  Financial Statements and Schedules

See "Index to Financial Statements and Supplemental Schedules" in Part II, Item
8.

(3)  Exhibits - Exhibit 10.1.  Stock Purchase Agreement between the
                Company and James L. Burkhart, Trustee of the James L.
                Burkhart Living Trust (Incorporated by reference herein
                from Exhibit 10.1 of the Company's Form 8-K reporting an
                event dated February 2, 1999)

                Exhibit 27.  Financial Data Schedule

(b)  No reports on Forms 8-K were filed during the Company's fiscal
quarter ended September 30, 1999.











































                                       41

<PAGE>




                                   SIGNATURES

     Pursuant to the requirements of Section 13 and 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                CLX ENERGY, INC.


Date:   January 12, 2000           By /s/ E. J. Henderson
                                     --------------------
                                     E. J. Henderson, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the Company
and in the capacities and on dates indicated:


Date:   January 12, 2000           By /s/ James L. Burkhart
                                     ----------------------
                                     James L. Burkhart, Chairman of the
                                     Board and Director

Date:   January 12, 2000           By /s/ Robert E. Gee
                                     ------------------
                                     Robert E. Gee, Director

Date:   January 12, 2000           By /s/ E. J. Henderson
                                     --------------------
                                     E. J. Henderson, CEO, President,
                                     Treasurer and Director

Date:   January 12, 2000           By /s/ Ronald M. Sitton
                                     ---------------------
                                     Ronald M. Sitton, Secretary and Director

Date:   January 12, 2000           By /s/ S. W. Houghton
                                     -------------------
                                     S. W. Houghton, Director

Date:   January 12, 2000           By /s/ Donald B. Lamont
                                     ---------------------
                                     Donald B. Lamont, Director

Date:   January 12, 2000           By /s/ George H.C. Lawrence
                                     -------------------------
                                     George H.C. Lawrence, Director

Date:   January 12, 2000           By
                                     --------------------
                                     Kerry L. Phelps, Director














                                       42

<PAGE>




                                  EXHIBIT INDEX


Exhibit No           Description

10.1                 Stock Purchase Agreement between the Company
                     and James L. Burkhart, Trustee of the James L.
                     Burkhart Living Trust (Incorporated by reference
                     herein from Exhibit 10.1 of the Company's Form 8-K
                     reporting an event dated February 2, 1999)

27                   Financial Data Schedule


















































                                       43

<PAGE>