4
                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, DC  20549

                                 FORM 10-Q

(Mark One)
X    Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the quarterly period ended March 31, 2001

     or

?    Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from __________ to _______________

     Commission file number:  000-23701

     SOUTHWEST ROYALTIES, INC.               SOUTHWEST ROYALTIES
     (Exact Name of Registrant as            HOLDINGS, INC.
     Specified in Its Charter)               (Exact Name of Registrant as
                                        Specified in Its Charter)

     Delaware                           Delaware
     (State or Other                         State or Other
     Jurisdiction of                         (Jurisdiction of
     Incorporation or Organization)          Incorporation or Organization)

     75-1917432                              75-2724264
     (I.R.S. Employer                        (I.R.S. Employer
     Identification Number)             Identification Number)

     407 North Big Spring, Suite 300
     Midland, Texas                          79701
     (Address of Principal Executive Offices)     (Zip Code)

Registrants' Telephone Number, Including Area Code:  (915) 686-9927

                              Not Applicable
(Former name, former address and former fiscal year, if changed since last
                                  report)


Indicate  by  check  whether the registrant:  (1)  has  filed  all  reports
required to be filed by Section 13 or 15(d) of the Securities Exchange  Act
of 1934 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  ___

Number  of  shares  of common stock outstanding as of March  31,  2001  for
Southwest Royalties, Inc                                     100
Number  of  shares  of common stock outstanding as of March  31,  2001  for
Southwest Royalties Holdings, Inc.                      1,075,534




<PAGE>

                         SOUTHWEST ROYALTIES, INC.

                    SOUTHWEST ROYALTIES HOLDINGS, INC.



                             TABLE OF CONTENTS




               PART I - FINANCIAL INFORMATION             Page

Item 1.   Consolidated Financial Statements

       Consolidated Balance Sheets as of March 31, 2001 (unaudited)
          and December 31, 2000                             3

       Consolidated Statements of Operations for the three months
          ended March 31, 2001 and 2000 (unaudited)         5

       Consolidated Statements of Cash Flows for the three months
          ended March 31, 2001 and 2000 (unaudited)         6

       Notes to Consolidated Financial Statements          8

Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                        16

Item 3.   Quantitative and Qualitative Disclosures About
          Market Risk                                      20

                PART II - OTHER INFORMATION

Item 6.                  Exhibits and Reports on Form 8-K        20


















<PAGE>
                      PART I - FINANCIAL INFORMATION

ITEM 1.   Consolidated Financial Statements

            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES

                        CONSOLIDATED BALANCE SHEETS
                     (in thousands, except share data)

                                            March 31,December 31,
                                               2001      2000
                                             -------------------
                                           (unaudited)
ASSETS
---------------------------------------------------
Current assets
  Cash and cash equivalents                  $15,618   $17,217
  Restricted cash                              3,639     4,558
  Accounts receivable, net of allowance of
   $646 and $559, respectively                11,924    10,302
  Receivables from related parties             2,158     1,941
  Other current assets                         2,956     3,166
                                             -------   -------
     Total current assets                     36,295    37,184
                                             -------   -------

Oil and gas properties, using the full cost
 method of accounting
  Proved                                     214,343   204,751
  Unproved                                       648       625
                                             -------   -------
                                             214,991   205,376
  Less accumulated depletion, depreciation
   and amortization                          133,943   131,734
                                             -------   -------
     Oil and gas properties, net              81,048    73,642
                                             -------   -------
Rental property, net                         132,395   133,385
                                             -------   -------
Rental property - construction in progress             3,902     2,926
                                             -------   -------
Other property and equipment, net              4,560     4,612
                                             -------   -------
Other assets
  Real estate investments                      2,771     3,024
  Deferred debt costs, net of accumulated
   amortization of $6,485 and $5,698, respectively     6,253     7,043
  Noncompete covenants, net of accumulated
   amortization of $966 and $877, respectively           1,695        727
  Other, net                                   1,285     1,258
                                             -------   -------
     Total other assets                       12,004    12,052
                                             -------   -------
Total assets                                 $270,204  $263,801
                                             =======   =======
                                                    (continued)







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

<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES

                  CONSOLIDATED BALANCE SHEETS (continued)
                     (in thousands, except share data)

                                            March 31,December 31,
                                               2001      2000
                                             -------------------
                                           (unaudited)
LIABILITIES, REDEEMABLE COMMON STOCK
 AND STOCKHOLDERS' EQUITY
---------------------------------------------------------
Current liabilities
  Current maturities of long-term debt       $58,633   $56,231
  Accounts payable                             5,514     7,045
  Accounts payable to related parties          1,792     1,543
  Accrued expenses                             5,696     6,477
  Accrued interest payable                     7,685     4,612
                                             -------   -------
     Total current liabilities                79,320    75,908
                                             -------   -------
Long-term debt                               282,332   281,034
                                             -------   -------
Other long-term liabilities                    1,679     1,645
                                             -------   -------
Redeemable common stock - 129,046 shares issued          8,290        8,290
                                             -------   -------
Stockholders' equity
  Preferred stock - $1 par value; 5,000,000
   shares authorized; none issued                  -         -
  Common stock - $.10 par value; 5,000,000 shares
   authorized; 1,161,037 issued at March 31, 2001
   and December 31, 2000                         116       116
  Additional paid-in capital                   2,196     2,196
  Accumulated deficit                        (99,816)  (100,662)
  Accumulated other comprehensive income:
   Transition adjustment on implementation of
   SFAS 133 net of accumulated amortization
   of $226 and none, respectively                804         -
  Note receivable from an officer and stockholder      (1,607)
(1,616)
  Less:  treasury stock - at cost; 214,549 shares
   at March 31, 2001 and December 31, 2000             (3,110)
(3,110)
                                             -------   -------
     Total stockholders' deficit             (101,417) (103,076)
                                             -------   -------
Total liabilities, redeemable common stock
 and stockholders' equity                    $270,204  263,801
                                             =======   =======















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

<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                   (in thousands, except per share data)
                                (unaudited)

                                            For the three months
                                              ended March 31,
                                          ------------------------
                                               2001      2000
                                              -----     -----
Operating revenues
  Oil and gas                              $  17,032 $  11,319
  Real estate                                  8,078     8,014
  Other                                           86        96
                                             --------- ---------
     Total operating revenues                 25,196    19,429
                                             --------- ---------
Operating expenses
  Oil and gas production                       4,252     3,418
  Real estate                                  4,246     4,574
  General and administrative, net of related
   party management and administrative fees of
   $779 and $848, respectively                   904       705
  Depreciation, depletion and amortization             3,821     2,910
  Other                                           77       330
                                             --------- ---------
     Total operating expenses                 13,300    11,937
                                             --------- ---------
Operating income                              11,896     7,492
                                             --------- ---------
Other income (expense)
  Interest and dividend income                   291       249
  Interest expense                           (10,145)  (10,570)
  Other                                      (1,166)       260
                                             --------- ---------
                                             (11,020)  (10,061)
                                             --------- ---------
Income (loss) before income taxes, minority interest
  and extraordinary item                         876   (2,569)
  Income tax benefit (provision)                   -         -
                                             --------- ---------
Income (loss) before minority interest
  and extraordinary item                         876   (2,569)
  Minority interest in subsidiaries, net of tax           (30)        362
                                             --------- ---------
Income (loss) before extraordinary item          846   (2,207)
Extraordinary gain from early extinguishment
  of debt                                          -    13,996
                                             --------- ---------
Net income                                 $     846 $  11,789
                                             ========= =========
Income (loss) per common share
  Income (loss) per common share before
   extraordinary item                      $      .79      $     (2.05)
  Extraordinary gain per common share from early
   extinguishment of debt                         -       13.00
                                             --------- ---------
Income per common share                    $      .79      $     10.95
                                           =========   =========
Weighted average shares outstanding        1,075,534   1,075,868
                                           =========   =========

           The accompanying notes are an integral part of these
                     consolidated financial statements
<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (in thousands)
                                (unaudited)

                                            For the three months
                                              ended March 31,
                                               2001      2000
                                              -----     -----
Cash flows from operating activities
  Net income                                 $   846   $11,789
  Adjustments to reconcile net income to
   net cash provided by (used in)
   operating activities:
  Depreciation, depletion and amortization             3,821     2,910
  Noncash interest expense                     1,786     2,741
  Noncash amortization of unrealized gain      (226)         -
  Noncash unrealized loss on oil and gas hedges          1,332        -
  Extraordinary gain from early extinguishment
   of debt                                         -   (13,996)
  Gain on sale of assets                         104     (240)
  Other noncash items                              -       179
  Amortization of lease commissions               42        51
  Bad debt expense                                87       105
  Minority interest in loss of subsidiary          -     (362)
  Changes in operating assets and liabilities-
   Accounts receivable                       (1,926)     (925)
   Other current assets                          358      (83)
   Accounts payable and accrued expenses     (2,063)   (3,962)
   Change in restricted cash                     218   (3,595)
   Accrued interest payable                    3,073     2,308
                                             --------  -------
Net cash provided by (used in) operating
  activities                                   7,452   (3,080)
                                             --------  -------
Cash flows from investing activities
  Proceeds from sale of oil and gas properties              10        154
  Purchase of oil and gas properties         (9,625)     (987)
  Purchase of other property and equipment and
   rental property                             (455)      (81)
  Increase in construction in progress         (976)   (1,058)
  Purchase of other assets                     (821)      (22)
  Proceeds from sale of other assets              19        17
  Proceeds from sale of real estate investments            145        643
  Proceeds from sale of other property and
   equipment                                       5         1
  Change in restricted cash                      701     (271)
  Other                                            9         8
                                             --------  -------
Net cash used in investing activities        (10,988)  (1,596)
                                             --------  -------
                                                       (continued)










<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF CASH FLOWS - (continued)
                              (in thousands)
                                (unaudited)

                                            For the three months
                                              ended March 31,
                                               2001      2000
                                              -----     -----
Cash flows from financing activities
  Proceeds from borrowings                     2,234    16,914
  Payments on debt                             (324)   (23,285)
  Change in other long-term liabilities           34      (24)
  Deferred debt cost                             (7)       (5)
  Dividends paid to minority interest owners           -         (30)
                                             --------  -------
Net cash (used in) provided by financing
  activities                                   1,937   (6,430)
                                             --------  -------
Net decrease in unrestricted cash
  and cash equivalents                       (1,599)   (11,106)

Unrestricted cash and cash equivalents -
  beginning of period                         17,217    16,983
                                             --------  -------
Unrestricted cash and cash equivalents -
  end of period                              $15,618   $ 5,877
                                             ========  =======

Non-cash investing and financing activities
  Unrealized gain on oil and gas commodity
   hedges-taken to other comprehensive income          $ 1,030   $    -
  Note payable issued to fund non-compete
   agreement                                 $   800   $     -

Supplemental disclosures of cash flow information
  Interest paid                              $ 5,286   $ 5,521


























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

<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Business

   Southwest  Royalties Holdings, Inc. ("SRH"), a Delaware corporation  was
formed  in  June 1997 to serve as a holding company for Southwest Royalties
Inc. ("Southwest"), Midland Red Oak Realty, Inc. ("Red Oak") (collectively,
the  "Company")  and  an equity investment in Basic  Energy  Service,  Inc.
("Basic")  (formerly  Sierra  Well Services, Inc.).   Each  shareholder  of
Southwest  was  issued one share in SRH for each share of  Southwest  stock
held.   Prior  to the formation of SRH, Red Oak and Basic were subsidiaries
of  Southwest.  Southwest paid a dividend of the shares it owned in Red Oak
and  Basic to SRH. After the formation of SRH, Southwest and Red Oak became
subsidiaries of SRH and, as of July 1, 1997, Basic was deconsolidated.

   Southwest  is  principally  involved in the  business  of  oil  and  gas
development  and production, as well as organizing and serving as  managing
general partner for various public and private limited partnerships engaged
in  oil  and gas development and production.  Southwest is also the general
partner of Southwest Partners II and III, which own common stock in  Basic.
Southwest sells its oil and gas production to a variety of purchasers, with
the  prices  it  receives being dependent upon the oil  and  gas  commodity
prices.   Red  Oak  is principally involved in real estate  investment  and
development.

Principles of Consolidation

   The  consolidated financial statements include the accounts of  SRH  and
its subsidiaries. As of March 31, 2001, the Company owned 100% of Southwest
and  81%  of  Red  Oak.   As  of March 31, 2001,  Southwest  has  only  one
subsidiary,  Blue  Heel  Company  ("Blue Heel").   Effective  August  2000,
Midland  Southwest Software ("MSS"), a former subsidiary of Southwest,  was
merged  into  Southwest. Blue Heel holds a nominal interest in certain  oil
and gas properties owned by Southwest.

   As  of  March  31,  2001  Red Oak has 4 wholly-owned  subsidiaries,  MRO
Management,   Inc.   ("MRO   Management"),  MRO  Commercial,   Inc.   ("MRO
Commercial"),  MRO  N Cross, Inc. ("Northcross"), and MRO  Southwest,  Inc.
("MRO Southwest").  MRO Commercial, Northcross and MRO Southwest each  hold
titles  to  certain real estate properties and are the borrowers under  the
credit agreements related to such properties.  These credit agreements  are
non-recourse  to  Red Oak. MRO Management performs real  estate  management
services  for  Red Oak, MRO Commercial, Northcross, MRO Southwest  and  for
third party clients.

   The    consolidated   financial   statements   include   the   Company's
proportionate share of the assets, liabilities, income and expenses of  the
oil  and  gas  limited partnerships for which Southwest serves as  managing
general  partner.   Southwest  accounts for its  investments  in  Southwest
Partners  II  and III using the equity method, as they exercise significant
influence  over  the  operations  of these partnerships.   All  significant
intercompany transactions have been eliminated.

Estimates and Uncertainties

   Preparation  of  the accompanying consolidated financial  statements  in
conformity   with   generally  accepted  accounting   principles   requires
management  to  make  estimates and assumptions that  affect  the  reported
amounts of assets and liabilities and disclosures of contingent assets  and
liabilities  at  the  date  of the financial statements  and  the  reported
amounts  of  revenues  and  expenses during the reporting  period.   Actual
results could differ from those estimates.



<PAGE>

            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Cash and Cash Equivalents

   The  Company considers all highly liquid debt instruments purchased with
a  maturity  of three months or less to be cash equivalents.  In  addition,
the  Company maintains its excess cash in several interest bearing accounts
in various financial institutions.

Restricted Cash

   Restricted  cash represents amounts required to be reserved in  separate
accounts  by  financial  lenders.   Restricted  cash  accounts  have   been
established for the following purposes (in thousands):
                                                    March 31,  December 31,
                                                       2001        2000
                                                       ----        ----
     Certificate of Deposits - Red Oak              $    122   $   118
     Tenant security deposits - Red Oak                  531       536
     Capital expenditures account - Red Oak              123       824
     Tax and insurance reserve - Red Oak               1,602     2,034
     Lockbox - Red Oak                                   419       160
     Customer service reserve - Red Oak                    9        12
     Interest reserves - Red Oak                          71       115
     Escrow fund - Southwest                             762       759
                                                      ------    ------
                                                    $  3,639   $ 4,558
                                                      ======    ======
Real Estate Revenue Recognition

   The   Company   leases  offices  and  retail  shopping   centers   under
noncancelable  operating leases.  The Company reports base  rental  revenue
for  financial  statement purposes straight-line  over  the  terms  of  the
respective  leases.  Accrued straight-line rents represent the amount  that
straight-line rental revenue exceeds rents collected in accordance with the
lease  agreements. Management, considering current information  and  events
regarding   the  tenants'  ability  to  fulfill  their  lease  obligations,
considers accrued straight-line rents to be impaired if it is probable that
the  Company  will  be  unable to collect all rents due  according  to  the
contractual lease terms.  If accrued straight-line rents associated with  a
tenant  are  considered to be impaired, the amount  of  the  impairment  is
measured  based  on  the  present  value of  expected  future  cash  flows.
Impairment losses, if any, are recorded through a loss on the write-off  of
assets.   Cash receipts on impaired accrued straight-line rents are applied
to  reduce  the  remaining  outstanding  balance  and  as  rental  revenue,
thereafter.

   Some  leases provide for percentage rents based on the tenant's revenue.
Percentage  rents are accrued monthly based on prior experience or  current
tenant financial information.  Some leases require tenants to reimburse the
Company   for   certain   expenses  of  operating  the   property.   Tenant
reimbursements are accrued and billed to the tenants monthly based on prior
experience or certain identifiable costs.

Concentrations of Credit Risk

   The  Company  is  subject  to  credit risk through  oil  and  gas  trade
receivables  and  real  estate lease receivables.  Although  a  substantial
portion  of  its customers' ability to pay is dependent upon conditions  in
the  oil  and  gas industry as well as general economic conditions,  credit
risk is reduced due to a large customer base.


<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Commodity Hedging and Derivative Financial Instruments

   The  Company  has  only  limited involvement with  derivative  financial
instruments and generally does not use them for trading purposes.  They are
used  to  manage commodity price risks.  The Company is exposed  to  credit
losses  in  the  event  of  nonperformance by the  counter-parties  to  its
commodity  hedges.   The Company anticipates, however, that  such  counter-
parties  will  be  able  to  fully  satisfy  their  obligations  under  the
contracts.   The  Company does not obtain collateral or other  security  to
support  financial  instruments subject to credit  risk  but  monitors  the
credit standing of the counter-parties.

   Through  December 31, 2000, premiums paid for commodity option contracts
which  qualified as hedges under Statement of Accounting Standards ("SFAS")
No.  80  "Accounting for Futures Contracts", were amortized to oil and  gas
sales  over the term of the agreements.  Unamortized premiums are  included
in  other assets in the consolidated balance sheet.  Amounts receivable  or
payable under the commodity option contracts are accrued as an increase  or
decrease  in  oil  and  gas  sales for the applicable  periods.   Effective
January  1,  2001,  derivative financial instruments are accounted  for  in
accordance with SFAS 133 as amended by SFAS 138.

   In  June 1998, the Financial Accounting Standards Board ("FASB")  issued
SFAS   No.133,   "Accounting  for  Derivative   Instruments   and   Hedging
Activities."   SFAS  No.  133,  as amended by  SFAS  No.  138,  establishes
accounting  and  reporting standards for derivative instruments,  including
certain  derivative instruments embedded in other contracts,  (collectively
referred  to  as  derivatives) and for hedging activities. It  requires  an
entity to recognize all derivatives as either assets or liabilities in  the
statement  of  financial  position and measure those  instruments  at  fair
value.   If  certain conditions are met, a derivative may  be  specifically
designated as (a) a hedge of the exposure to changes in the fair value of a
recognized  asset  or liability or an unrecognized firm commitment,  (b)  a
hedge  of  the  exposure to changes in the fair value of  the  exposure  to
variable  cash  flows of a forecasted transaction, or (c) a  hedge  of  the
foreign  currency exposure of a net investment in a foreign  operation,  an
unrecognized firm commitment, an available-for-sale security, or a  foreign
currency  denominated  forecasted  transaction.   Special  accounting   for
qualifying hedges allows a derivative's gains and losses to offset  related
results  on the hedged item in the Company's statement of operations.   The
adoption of SFAS No. 133 on January 1, 2001 did not have a material  impact
on  the Company's financial position or results of operations.  The Company
recorded  a  net  transition adjustment gain of $1,030,000  in  accumulated
other comprehensive income on January 1, 2001. The transition adjustment is
being amortized to oil and gas sales over the term of the agreements.

Oil and Gas Properties

   All  of  the Company's oil and gas properties are located in the  United
States  and  are accounted for at cost under the full cost  method.   Under
this  method, all productive and nonproductive costs incurred in connection
with  the  acquisition, exploration and development of oil and gas reserves
are  capitalized.  No gain or loss is recognized on the sale of oil and gas
properties unless nonrecognition would significantly alter the relationship
between  capitalized costs and remaining proved reserves for  the  affected
amortization  base.  When gain or loss is not recognized, the  amortization
base is reduced by the amount of sales proceeds.

   Net   capitalized  costs  of  oil  and  gas  properties,  including  the
estimated future costs to develop proved reserves, are amortized using  the
units of revenue method, whereby the provision is computed on the basis  of
current  gross  revenues  from  production  in  relation  to  future  gross
revenues, based on current prices, from estimated production of proved  oil
and  gas reserves. Should the net capitalized costs net of related deferred
income  taxes  exceed the estimated present value of oil and  gas  reserves
discounted at 10% and adjusted for related income taxes, such excess  costs
would be charged to expense in the Consolidated Statements of Operations.




<PAGE>

            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

     It  is  reasonably  possible that the estimates of anticipated  future
gross  revenues, the remaining estimated economic life of the  product,  or
both could change significantly in the near term due to the fluctuation  of
oil  and  gas  prices  or production.  Depletion estimates  would  also  be
affected by such changes.

     Management and service fees received for contractual arrangements,  if
any,  are  treated as reimbursement of costs, offsetting the costs incurred
to  provide those services, with any excess of fees over costs credited  to
the  full cost pool and recognized through lower cost amortization only  as
production occurs.

Property and Equipment

   Rental  property  and other property and equipment is  stated  at  cost.
Repairs  and maintenance are charged to expense as incurred, with additions
and  improvements  being  capitalized.  Upon sale or  other  retirement  of
depreciable  property,  the cost and accumulated depreciation  are  removed
from  the  related  accounts  and any gain or  loss  is  reflected  in  the
Consolidated Statements of Operations.

   Depreciation  is  provided  on the straight-line  method  based  on  the
estimated useful lives of the depreciable assets as follows:

     Building and improvements                    20 to 30 years
     Rental property and improvements             5 to 30 years
     Leasehold improvements                       2 to 10 years
     Machinery and equipment                      3 to 15 years
     Furniture and fixtures                       3 to 5 years
     Equipment under capital lease                3 to 5 years

Rental Property - Construction in Progress

   All  costs associated with construction in progress are capitalized  and
subject  to  depreciation  when each project  is  completed.   Interest  is
capitalized  for  construction in progress.  The  capitalized  interest  is
recorded as part of the asset to which it relates and is amortized over the
assets useful life.  There were no interest costs capitalized for the three
months ended March 31, 2001 or 2000.

Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of

   In  accordance with the provisions of SFAS No. 121, Accounting  for  the
Impairment  of Long-Lived Assets and for Long-Lived Assets to  Be  Disposed
Of,  the  Company  reviews its long-lived assets,  excluding  oil  and  gas
properties  accounted  for using the full cost method  of  accounting,  and
certain  identifiable intangibles for impairment whenever events or changes
in  circumstances indicate that the carrying amount of an asset may not  be
recoverable.   In this circumstance, the Company recognizes  an  impairment
loss  for the amount by which the carrying amount of the asset exceeds  the
estimated fair value of the asset.

Deferred Debt Costs
   The  Company  capitalizes  certain costs  incurred  in  connection  with
issuing debt.  These costs are being amortized to interest expense  on  the
straight-line method over the term of the related debt.

Gas Balancing

   The  Company utilizes the sales method of accounting for over  or  under
deliveries of natural gas.  Under this method, the Company recognizes sales
revenue on all natural gas sold.

<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

Income Taxes

   Deferred  tax  assets and liabilities are recognized for  the  estimated
future  tax  effects  attributable  to differences  between  the  financial
statement  carrying  amount of existing assets and  liabilities  and  their
respective  tax  bases.  Deferred tax assets and liabilities  are  measured
using enacted tax rates expected to apply to taxable income in the years in
which  those temporary differences are expected to be recovered or settled.
The  effect on deferred tax assets and liabilities of a change in tax  rate
is  recognized  in income in the period that includes the  enactment  date.
Deferred tax assets are reduced, if necessary, by a valuation allowance for
the amount of tax benefits that may not be realized.

   SRH  and  its  eligible  subsidiaries file a consolidated  U.S.  federal
income  tax  return.  Basic  (through  June  30,  1997)  and  Red  Oak  are
consolidated  for  financial reporting purposes, but beginning  January  1,
1996,  were  not eligible to be included in the consolidated  U.S.  federal
income  tax  return.   Separate  provisions  for  income  taxes  have  been
determined  for  these entities.  Effective January 1,  2001  Red  Oak  has
become eligible to be included in the consolidated U.S. federal income  tax
return.

Reclassifications

   Certain  reclassifications have been made to the 2000 amounts to conform
to the 2001 presentation.

Income (loss) per share

   Basic  net  income  (loss)  per  share is computed  by  dividing  income
available  to common stockholders by the weighted average number of  common
shares  outstanding for the period.  The computation of diluted net  income
(loss)  per  share  reflects the potential dilution  that  could  occur  if
securities  or  other  contracts to issue common stock  were  exercised  or
converted  into  common stock or resulted in the issuance of  common  stock
that  would then share in the earnings of the entity.  For 2001  and  2000,
the  computation  of diluted net income (loss) per share was  antidilutive;
therefore, the amounts reported for basic and diluted net income (loss) per
share were the same.

Noncompete covenants

   Noncompete  covenants are carried at cost less accumulated amortization.
The  covenants are being amortized over their contractual lives,  generally
three to five years.

Interim Financial Statements

   In  the  opinion  of  management, the unaudited  consolidated  financial
statements  of  the  Company  as of March 31, 2001  and  2000  include  all
adjustments  and  accruals,  consisting only of  normal  recurring  accrual
adjustments, which are necessary for a fair presentation of the results for
the  interim periods.  These interim results are not necessarily indicative
of results for a full year.

   Certain  information  and  footnote  disclosures  normally  included  in
financial  statements  prepared  in  accordance  with  generally   accepted
accounting  principles  have  been condensed  or  omitted  in  this  Report
pursuant  to  the  rules  and regulations of the  Securities  and  Exchange
Commission.   These  consolidated financial statements should  be  read  in
conjunction  with the consolidated financial statements and  notes  thereto
included in the 2000 Form 10-K of the Company.

<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

2. Liquidity

   The  accompanying consolidated financial statements have  been  prepared
on  a going concern basis, which contemplates the realization of assets and
the  satisfaction  of liabilities in the normal course  of  business.   The
consolidated  financial statements do not include any adjustments  relating
to  the  recoverability  and classification of liabilities  that  might  be
necessary should the Company be unable to continue as a going concern.

   SRH  has a highly leveraged capital structure with, approximately, $32.6
million  of cash interest and $58.6 million of principal (net of a  related
party  note of $809,000 between Southwest and Red Oak) due within the  next
twelve  months.   The  majority, $14.1 million of cash interest  and  $58.5
million  of  principal  (which  includes the $809,000  related  party  note
between  Southwest and Red Oak) due within the next twelve months, pertains
to  Red  Oak.  Management is currently in the process of renegotiating  the
terms  of SRH's various obligations with its debt holders and/or attempting
to  seek  new  lenders or equity investors. Additionally, management  would
consider disposing of certain assets in order to meet its obligations.

   There  can  be  no  assurance that SRH's debt restructuring  efforts  in
connection with their real estate subsidiary will be successful or that the
debt  holders  will  agree  to  a course of action  consistent  with  SRH's
requirements  in restructuring the obligations.  Even if such agreement  is
reached,  it may require approval of other creditors of SRH, none of  which
is  assured.   Furthermore, there can be no assurance  that  the  sales  of
assets can be successfully accomplished on terms acceptable to SRH.

3. Commitments and Contingencies

   The   Company  is  subject  to  extensive  federal,  state   and   local
environmental  laws  and  regulations.  These laws,  which  are  constantly
changing, regulate the discharge of materials into the environment and  may
require the Company to remove or mitigate the environmental effects of  the
disposal  or release of petroleum or chemical substances at various  sites.
Environmental expenditures are expensed or capitalized depending  on  their
future economic benefit.  Expenditures that relate to an existing condition
caused  by  past operations and that have no future economic  benefits  are
expensed.  Liabilities for expenditures of a noncapital nature are expensed
when  environmental assessment and/or remediation is probable and the costs
can be reasonably estimated.

   In  the normal course of its business, the Company is subject to pending
or threatened legal actions; in the opinion of management, any such matters
will  be resolved without material effect on the Company's operations, cash
flow or financial position.


<PAGE>
            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

4. Lines of Business

   The  Company operates in two major segments: Oil and Gas Activities (oil
and  gas  acquisition, development, exploration and production, as well  as
organizing  and serving as managing general partner for various public  and
private  limited  partnerships  engaged in  oil  and  gas  development  and
production)  and  Real Estate Investment and Management (owns  and  manages
retail  shopping  centers  and  office  buildings).   Other  items  include
eliminations,  computer service and the holding Company.  Effective  August
2000,  Midland  Southwest  Software ("MSS") a 100%  wholly  owned  software
subsidiary was merged into Southwest.

                                           For the Three Months
                                             Ended March 31,
                                               2001      2000
                                              -----     -----
                                              (in thousands)
                                               (unaudited)
Operating Revenue
  Oil and gas                                $17,041   $11,329
  Real estate                                  8,078     8,014
  Other and eliminations                          77        86
                                              ------    ------
                                             $25,196   $19,429
                                              ======    ======
Operating profit (loss)
  Oil and gas                                $ 9,964   $ 5,837
  Real estate                                  1,971     1,886
  Other and eliminations                        (39)     (231)
                                              ------    ------
                                             $11,896   $ 7,492
                                              ======    ======
Interest Expense
  Oil and gas                                $ 5,030   $ 5,583
  Real Estate                                  5,125     4,997
  Other and eliminations                        (10)      (10)
                                              ------    ------
                                             $10,145   $10,570
                                              ======    ======
Depreciation, depletion and amortization
  Oil and gas                                $ 2,328   $ 1,731
  Real Estate                                  1,467     1,139
  Other and eliminations                          26        40
                                              ------    ------
                                             $ 3,821   $ 2,910
                                              ======    ======
Capital expenditures
  Oil and gas properties                     $ 9,625   $   987
  Oil and gas, other                              94        19
  Real estate                                  1,337     1,059
  Other                                            -        61
                                             -------   -------
                                             $11,056   $ 2,126
                                             =======   =======
Identifiable assets
  Oil and gas                                $126,038  $107,102
  Real estate                                149,655   148,500
  Other and eliminations                     (5,489)   (3,992)
                                             -------   -------
                                             $270,204  $251,610
                                             =======   =======

<PAGE>

            SOUTHWEST ROYALTIES HOLDINGS, INC. AND SUBSIDIARIES
         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (continued)

5. Comprehensive Income

  Comprehensive  income  consists  of  net  income,  as  reflected  on  the
consolidated statement of operations, and other gains and losses  affecting
stockholders'  equity  that  are excluded from  net  income.   The  Company
recorded  other comprehensive income for the first quarter of 2001.   Total
comprehensive  income  for the three months ended  March  31,  2001  is  as
follows (in thousand):

Net income                                          $    846

Other comprehensive income, net of tax:
 Transition adjustment on implementation of
  SFAS 133 - January 1, 2001                           1,030
 Amortization of transition adjustment                 (226)
                                                       -----
   Other comprehensive income                            804
                                                       -----
Comprehensive income                                $  1,650
                                                       =====

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

General

   Southwest  Royalties Holdings, Inc., a Delaware corporation, was  formed
in  1997  to  serve  as  a holding company for Southwest  Royalties,  Inc.,
Midland  Red  Oak  Realty, Inc. and an equity investment  in  Basic  Energy
Services,  Inc.  SRH is an independent oil and gas company engaged  in  the
acquisition,  development  and  production  of  oil  and  gas   properties,
primarily  in the Permian Basin of West Texas and southeastern New  Mexico,
through its wholly-owned subsidiary, Southwest.   Since 1983, Southwest has
grown  primarily through selective acquisitions of producing  oil  and  gas
properties,  both  directly and through the oil  and  gas  partnerships  it
manages.  SRH  also  owns  and manages real estate properties  through  its
subsidiary, Red Oak.

Results of Operations

Three Months Ended March 31, 2001 compared to Three Months Ended March  31,
2000

   The  following table summarizes production volumes, average sales prices
and  period to period comparisons for the Company's oil and gas operations,
including the effect on revenues, for the periods indicated:

                                     Three Months
                                        Ended
                                       March 31,    Percentage Revenue
                                    -------------    Increase  Increase
                                      2001    2000   (Decrease)(Decrease)
                                     -----   -----   -------------------
Production volumes:
  Oil and condensate (MBbls)          307       306     0% $   25,000
  Natural gas (MMcf)                1,210     1,195     1% $   100,000
Average sales prices:
  Oil and condensate (per Bbl)      $28.52   $26.01    10%     $ 767,000
  Natural gas (per Mcf)             $6.70    $ 2.75   144%     $4,721,000

   Revenues.  Revenues for the Company increased 30% to $25.2  million  for
the  three  months  ended March 31, 2001 from $19.4 million  for  the  same
period in 2000.

   Oil  and gas revenue increased 50% to $17.0 million for the three months
ended  March 31, 2001 from $11.3 million for the same period in 2000.   The
increase  in oil and gas revenue is due primarily to increases in  oil  and
gas prices.   Increases in oil and gas prices resulted in increased oil and
gas  revenues  of  approximately  $5.5  million.  Increases  in  production
resulted  in  increased  oil  and gas revenues of  approximately  $125,000.
Increased   oil  and  gas  partnership  distributions  added  approximately
$104,000 to increased oil and gas revenues.

   Real  estate revenues increased 1% to $8.1 million for the three  months
ended March 31, 2001 from $8.0 million for the same period in 2000.

   Operating   Expenses.    Operating   expenses,   before   general    and
administrative expense, depreciation, depletion and amortization, increased
3%  to  $8.6  million for the three months ended March 31, 2001  from  $8.3
million for the same period in 2000.

   Oil  and  gas  operating  expense increased approximately  24%  to  $4.3
million for the three months ended March 31, 2001 from $3.4 million for the
same  period  in  2000.  The increase is due primarily to  bringing  higher
lifting  cost  wells  back  on line and to  workover  expense  and  repairs
associated  with bringing these wells back on line.  The average  operating
expense  increased  24% to $8.37 per BOE for the three months  ended  March
31,2001 from $6.77 per BOE during the same period in 2000.

<PAGE>
   Real  estate  operating  expense  decreased  approximately  7%  to  $4.2
million  for  the  three months ended March 31, 2001 from $4.6  million  in
2000.  The decrease is due to a concerted
effort  by  management  to reduce operating costs  through  outsourcing  of
janitorial, landscaping and other maintenance services.

   General  and  Administrative  ("G&A")  Expense.   G&A  expense  for  the
Company increased 28% to $904,000 for the three months ended March 31, 2001
from  $705,000  for  the  same period in 2000.  Oil  and  gas  G&A  expense
increased  45% to $497,000 for the three months ended March 31,  2001  from
$343,000 for the same period in 2000. Oil and gas G&A expense averaged $.98
per  BOE for the three months ended March 31, 2001, a 44% increase compared
to  $.68 per BOE for the same period in 2000.  The increase in oil and  gas
G&A  is  the  result of increased personnel costs. Real estate G&A  expense
decreased  5%  to $394,000 for the three months ended March 31,  2001  from
$415,000 for the same period in 2000.

   Depreciation,   Depletion  and  Amortization  ("DD&A")  Expense.    DD&A
expense for the Company increased 31% to $3.8 million for the three  months
ended  March 31, 2001 from $2.9 million for the same period in  2000.   Oil
and  gas  DD&A  expense increased 34% to $2.3 million for the three  months
ended  March 31, 2001 from $1.7 million for the same period in  2000.   Oil
and  gas  depletion expense on a BOE basis, increased 36% to $4.35 per  BOE
for  the three months ended March 31, 2001 from $3.20 per BOE for the  same
period in 2000.  Real estate DD&A expense increased 29% to $1.5 million for
the three months ended March 31, 2001 from $1.1 million for the same period
in 2000 due to the impact of Capitalized improvements.

   Interest  Expense.  Interest expense for the  Company  decreased  4%  to
$10.1  million for the three months ended March 31, 2001 from $10.6 million
for the same period in 2000.  Oil and gas interest expense decreased 10% to
$5.0  million  for the three months ended March 31, 2001 from $5.6  million
for  the  same period in 2000. The decrease is due to recent reductions  in
the  Prime  Rate which is tied to the Company's variable rate  debt.   Real
estate  interest expense increased 3% to $5.1 million for the three  months
ended March 31, 2001 from $5.0 million for the same period in 2000.

   Net  Income (Loss).  Due to the factors described above, net income  for
the  Company  decreased 93% to $846,000 million for the three months  ended
March 31, 2001 from $11.8 million for the same period in 2000.  Oil and gas
net  income was approximately $2.6 million for the three months ended March
31, 2001 as compared to $14.6 million for the same period in 2000. Included
in  both  the net income of the Company and the oil and gas net income  for
the  three  months ended March 31, 2000 is an extraordinary gain associated
with  the  repurchase  of  approximately 19% of the  original  issue,  $200
million face 10.5% senior notes issued in October of 1997, of approximately
$14.0 million.  Real estate net losses increased 5% to $2.9 million for the
three months ended March 31, 2001 from $2.8 million for the same period  in
2000.

<PAGE>

Liquidity and Capital Resources

  Funding  for  the  Company's business activities  has  historically  been
provided  by  operating  cash  flows, bank borrowings  and  debt  issuance,
reserve-based   financing  and  sales  of  equity.   Any   future   capital
expenditures, other than those with previously arranged and set-aside lines
of  financing, will most likely require additional equity or financing  and
will  be  dependent upon financing arrangements available at the time.  The
significant  decrease  in oil and gas prices experienced  during  the  last
quarter  of  1997  and extending through the first half of  1999,  severely
limited  cash  flow from operations, depleted working capital and  rendered
most  other  financing  sources  unavailable,  or  if  available,  on  very
unattractive  terms  to Southwest.  With the upturn  in  commodity  prices,
Southwest's  management  believes  that  additional  capital  sources   and
financing opportunities may be available in the market.  Because of  higher
commodity pricing, Southwest's operating cash flows have improved  allowing
for  the  investment  of  capital expenditures that would,  if  successful,
increase company production and its reserve base.

   SRH  has a highly leveraged capital structure with, approximately, $32.6
million  of cash interest and $58.6 million of principal (net of a  related
party  note of $809,000 between Southwest and Red Oak) due within the  next
twelve  months.   The  majority, $14.1 million of cash interest  and  $58.5
million  of  principal  (which  includes the $809,000  related  party  note
between  Southwest and Red Oak) due within the next twelve months, pertains
to  Red  Oak.  Management is currently in the process of renegotiating  the
terms  of SRH's various obligations with its debt holders and/or attempting
to  seek  new  lenders or equity investors. Additionally, management  would
consider disposing of certain assets in order to meet its obligations.

  There  can  be  no  assurance that SRH's debt  restructuring  efforts  in
connection with their real estate subsidiary will be successful or that the
debt  holders  will  agree  to  a course of action  consistent  with  SRH's
requirements  in restructuring the obligations.  Even if such agreement  is
reached,  it may require approval of other creditors of SRH, none of  which
is  assured.   Furthermore, there can be no assurance  that  the  sales  of
assets can be successfully accomplished on terms acceptable to SRH.

  SRH,    Red   Oak   and   Southwest   regularly   pursue   and   evaluate
recapitalization   strategies  and  acquisition  opportunities   (including
opportunities  to  engage  in  mergers, consolidations  or  other  business
combinations) and at any given time may be in various stages of  evaluating
such opportunities.

<PAGE>

Net Cash Provided by Operating Activities

  Cash  flows  provided by operating activities for the Company  were  $7.5
million  for the three months ended March 31, 2001 compared to  cash  flows
used in operations of $3.1 million for the same period in 2000.

  Net  cash  flows  provided  by  operating activities,  for  oil  and  gas
operations,  for the three months ended March 31, 2001, were  approximately
$9.1  million compared to net cash flows used in operations of $1.4 million
for the same period in 2000. The increase is due primarily to increased oil
and  gas  commodity  prices which provided approximately  $5.6  million  in
additional operating cash flows and the elimination of the restricted  cash
requirements which used approximately $3.6 million from operations  in  the
three  months  ended  March  31,  2000 to  satisfy  interest  sinking  fund
requirements.

  Net  cash flows used in operating activities, for real estate operations,
for  the three months ended March 31, 2001, were approximately $1.6 million
compared to $1.7 million for the same period in 2000.  Red Oak's ability to
generate cash flow from operations is severely restricted due to its highly
leveraged capital structure.

Net Cash Used in Investing Activities

  Cash  flows  used  in  investing activities by  the  Company  were  $11.0
million for the three months ended March 31, 2001 and $1.6 million for  the
comparable period in 2000.

  Net  cash flows used in investing activities, for oil and gas operations,
for the three months ended March 31, 2001, were approximately $10.2 million
compared to $830,000 for the same period in 2000. Acquisitions of  oil  and
gas  properties  and other plant, property and equipment were  the  primary
uses of funds for both periods.

  Net  cash flows used in investing activities, for real estate operations,
for  the  three  months  ended March 31, 2001, were approximately  $760,000
compared to $679,000 for the same period in 2000.  Capital improvements and
the acquisition of a property management company where the primary uses  of
funds.

Net Cash Provided by Financing Activities.

  Net  cash  flows  provided  by the Company's  financing  activities  were
approximately  $1.9  million for the three months  ended  March  31,  2001,
compared to net cash flows used in financing activities of $6.4 million for
the comparable period in 2000.

  Cash  provided by financing activities, from oil and gas operations,  for
the  three months ended March 31, 2001, were approximately $26,000 compared
to  cash used in financing activities of approximately 8.1 million for  the
same  period in 2000.  For the three months ended March 31, 2000,  proceeds
from borrowings were $15.0 million and were used to partially fund the  buy
back of a portion of the 10.5% Senior Notes due 2004. Payments on debt  and
other long-term liabilities of approximately $23.1 million were the primary
uses of funds in 2000.

  Cash provided by financing activities for real estate operations for  the
three  months ended March 31, 2001 were approximately $1.9 million compared
to  1.6 million for the same period in 2000.  Proceeds from borrowings were
$2.2  million  and  were used to finance capital improvements  and  working
capital.   Payments on debt of $304,000 and dividends of $34,000  were  the
primary uses of funds.



<PAGE>
Other Issues

Derivative Instruments and Hedging Activities.

   In  June 1998, the Financial Accounting Standards Board ("FASB")  issued
Statement  of  Financial Accounting Standards ("SFAS") No.133,  "Accounting
for  Derivative  Instruments and Hedging Activities."   SFAS  No.  133,  as
amended by SFAS No. 138, establishes accounting and reporting standards for
derivative  instruments, including certain derivative instruments  embedded
in  other  contracts,  (collectively referred to as  derivatives)  and  for
hedging  activities. It requires an entity to recognize all derivatives  as
either  assets  or liabilities in the statement of financial  position  and
measure those instruments at fair value.  If certain conditions are met,  a
derivative may be specifically designated as (a) a hedge of the exposure to
changes  in  the  fair  value of a recognized  asset  or  liability  or  an
unrecognized firm commitment, (b) a hedge of the exposure to changes in the
fair  value  of  the  exposure  to variable  cash  flows  of  a  forecasted
transaction,  or  (c) a hedge of the foreign currency  exposure  of  a  net
investment  in  a  foreign operation, an unrecognized firm  commitment,  an
available-for-sale  security, or a foreign currency denominated  forecasted
transaction.    Special   accounting  for  qualifying   hedges   allows   a
derivative's gains and losses to offset related results on the hedged  item
in  the Company's statement of operations.  The adoption of SFAS No. 133 on
January  1, 2001 did not have a material impact on the Company's  financial
position  or results of operations.  The Company recorded a net  transition
adjustment  gain of $1.0 million in accumulated other comprehensive  income
on January 1, 2001. The transition adjustment is being amortized to oil and
gas sales over the term of the agreements.  The Company recorded a loss  of
$1.3 million to adjust the carrying value of its oil and gas derivatives to
fair market value of $1.7 million as of March 31, 2001.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

    The  information included in "Quantitative and Qualitative  Disclosures
About  Market  Risk"  in Item 7A of SRH's 2000 Form  10-K  is  incorporated
herein  by  reference.   Such information includes a description  of  SHR's
potential  exposure  to market risks, including commodity  price  risk  and
SHR's  interest  rate  risk.  As of March 31,  2001,  there  have  been  no
material changes in SRH's market risk exposure from that disclosed  in  the
2000 Form 10-K.

                        PART II - OTHER INFORMATION

Item 6.

Reports on Form 8-K

  None.

Exhibits

  The  following instruments and documents are included as Exhibits to this
Report.    Exhibits  incorporated  by  reference  are   so   indicated   by
parenthetical information.


   Exhibit Number
   --------------

  None


<PAGE>
                                SIGNATURES
                         SOUTHWEST ROYALTIES, INC.

  Pursuant  to  the requirements of Section 13 or 15(d) of  the  Securities
Exchange  Act  of 1934, the registrant has duly caused this  report  to  be
signed on its behalf by the undersigned, thereto duly authorized.

                            SOUTHWEST ROYALTIES, INC.

                      By:   /s/ H. H. Wommack, III
                            ----------------------------------------
                            H.H. Wommack, III, Chairman, President,
                            and Chief Executive Officer

                      Date: May 15, 2001

  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
registrant and in the capacities and on the dates indicated.

  SIGNATURE                TITLE                   DATE
  ---------                ------                  -----

  /s/ H.H. Wommack, III
  ----------------------   Chairman/President/     May 15, 2001
  H. H. Wommack, III       Chief Executive Officer

  /s/ Bill E. Coggin
  ----------------------   Vice President/
  Bill E. Coggin           Chief Financial Officer May 15, 2001

  /s/ H. Allen Corey
  ----------------------
  H. Allen Corey           Director/Secretary      May 15, 2001


















<PAGE>


                                SIGNATURES
                  SOUTHWEST ROYALTIES HOLDINGS, INC.

  Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereto duly authorized.

                            SOUTHWEST ROYALTIES HOLDINGS, INC.

                      By:   /s/ H. H. Wommack, III
                            --------------------------------------
                            H.H. Wommack, III, Chairman, President,
                            and Chief Executive Officer

                      Date: May 15, 2001

  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
registrant and in the capacities and on the dates indicated.

  SIGNATURE                TITLE                   DATE
  ---------                ------                  -----

  /s/ H.H. Wommack, III
  ----------------------   Chairman/President/     May 15, 2001
  H. H. Wommack, III       Chief Executive Officer

  /s/ Bill E. Coggin
  ----------------------   Vice President/
  Bill E. Coggin           Chief Financial Officer May 15, 2001

  /s/ H. Allen Corey
  ----------------------
  H. Allen Corey           Director/Secretary      May 15, 2001
















<PAGE>