UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549





FORM
10-Q





[Ö]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934





For the
quarterly period ended December 31, 2008





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 No. 0-6994








MEXCO
ENERGY CORPORATION


(Exact
name of registrant as specified in its charter)





Colorado
            84-0627918(State or other jurisdiction
      of
            (IRS
      Employerincorporation
      or organization)
            Identification
      Number)214
      West Texas Avenue, Suite 1101Midland,
      Texas
            79701(Address
      of principal executive offices)
            (Zip
      code)





(432)
682-1119


(Registrant’s
telephone number, including area code)





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 of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.  YES [Ö]  NO
[  ]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or smaller reporting company as
defined in Rule 12b-2 of the Exchange Act.  (Check one):





Large
      Accelerated Filer [  ]
              Accelerated
      Filer [  ]Non-Accelerated
      Filer [  ]
              Smaller
      reporting company [√](Do not check if a smaller
      reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  YES [  ]   NO
[Ö]





The
number of shares outstanding of the registrant’s common stock, par value $.50
per share, as of February 11, 2009 was1,874,866.




Page
1




MEXCO
ENERGY CORPORATION




Table of
Contents













PagePART I.  FINANCIAL
      INFORMATIONItem 1.
                  Consolidated
      Balance Sheets as of December 31, 2008(Unaudited)
      and March 31, 2008
                  3Consolidated
      Statements of Operations (Unaudited) forthe
      three months and nine months ended December 31, 2008and
      December 31, 2007
                  4Consolidated
      Statements of Changes in Stockholders’ Equity(Unaudited)
      as of December 31, 2008
                  5Consolidated
      Statements of Cash Flows (Unaudited) forthe
      nine months ended December 31, 2008 and December 31, 2007
                  6Notes
      to Consolidated Financial Statements (Unaudited)
                  7Item 2.
                  Management's
      Discussion and Analysis of Financial Conditionand
      Results of Operations
                  10Item 3.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  13Item 4.
                  Controls
      and Procedures
                  14PART II.  OTHER
      INFORMATION
                  14Item 1.
                  Legal
      ProceedingsItem 1A.
                  Risk
      FactorsItem 4.
                  Submission
      of Matters to a Vote of Security HoldersItem 6.
                  ExhibitsSIGNATURES
                  14EXHIBITS




Page
2




Mexco
Energy Corporation and Subsidiaries


CONSOLIDATED
BALANCE SHEETS





December
      31,
                          2008
                        
                        
                        March
      31,
                          2008(Unaudited)ASSETSCurrent assetsCash and cash
      equivalents
                        
                        $
                        256,872
                        
                        
                        $
                        303,617Accounts
    receivable:Oil and gas sales
                        
                        
                        573,028
                        
                        
                        
                        758,459Trade
                        
                        
                        155,501
                        
                        
                        
                        102,403Related Parties
                        
                        
                        -
                        
                        
                        
                        12,659Prepaid costs and
      expenses
                        
                        
                        41,000
                        
                        
                        
                        22,062Total current
    assets
                        
                        
                        1,026,401
                        
                        
                        
                        1,199,200Investment in GazTex,
      LLC
                        
                        
                        -
                        
                        
                        
                        20,509Property and equipment, at
      costOil and gas properties, using the
      full cost method
                        
                        
                        26,430,616
                        
                        
                        
                        23,941,483Other
                        
                        
                        61,362
                        
                        
                        
                        61,36226,491,978
                        
                        
                        
                        24,002,845Less accumulated depreciation,
      depletion and amortization
                        
                        
                        12,771,232
                        
                        
                        
                        12,019,895Property and equipment,
      net
                        
                        
                        13,720,746
                        
                        
                        
                        11,982,950$
                        14,747,147
                        
                        
                        $
                        13,202,659LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
    liabilitiesAccounts payable and accrued
      expenses
                        
                        $
                        528,842
                        
                        
                        $
                        571,526Long-term debt
                        
                        
                        1,650,000
                        
                        
                        
                        2,600,000Asset retirement
      obligation
                        
                        
                        418,343
                        
                        
                        
                        374,789Deferred income tax
      liabilities
                        
                        
                        1,238,450
                        
                        
                        
                        1,196,280Stockholders’
    equityPreferred
      stock - $1.00 par value;10,000,000
      shares authorized; none outstanding
                        
                        
                        -
                        
                        
                        
                        -Common
      stock - $0.50 par value; 40,000,000 shares authorized;1,958,866
      and 1,841,366 shares issued; 1,874,866 and 1,757,366 shares outstanding as
      of December 31 and March 31, 2008, respectively
                        
                        
                        979,433
                        
                        
                        
                        920,683Additional paid-in
      capital
                        
                        
                        5,592,562
                        
                        
                        
                        4,381,269Retained earnings
                        
                        
                        4,766,134
                        
                        
                        
                        3,584,729Treasury stock, at cost (84,000
      shares)
                        
                        
                        (426,617
                        )
                        
                        
                        (426,617
                        )Total stockholders’
      equity
                        
                        
                        10,911,512
                        
                        
                        
                        8,460,064$
                        14,747,147
                        
                        
                        $
                        13,202,659




The
accompanying notes are an integral part of


the
consolidated financial statements.




Page
3




Mexco
Energy Corporation and Subsidiaries


CONSOLIDATED
STATEMENTS OF OPERATIONS


(Unaudited)





Three
      Months Ended December 31
                              
                              
                              Nine
      Months Ended December 312008
                              
                              
                              2007
                              
                              
                              2008
                              
                              
                              2007Operating
      revenue:Oil and gas sales
                              
                              $
                              908,253
                              
                              
                              $
                              952,211
                              
                              
                              $
                              4,176,050
                              
                              
                              $
                              2,642,302Other
                              
                              
                              19,391
                              
                              
                              
                              2,869
                              
                              
                              
                              32,721
                              
                              
                              
                              4,203Total operating
      revenues
                              
                              
                              927,644
                              
                              
                              
                              955,080
                              
                              
                              
                              4,208,771
                              
                              
                              
                              2,646,505Operating
      expenses:Production
                              
                              
                              237,736
                              
                              
                              
                              241,019
                              
                              
                              
                              930,477
                              
                              
                              
                              1,041,405Accretion of asset retirement
      obligation
                              
                              
                              7,291
                              
                              
                              
                              6,368
                              
                              
                              
                              21,495
                              
                              
                              
                              19,691Depreciation, depletion, and
      amortization
                              
                              
                              271,530
                              
                              
                              
                              174,842
                              
                              
                              
                              751,337
                              
                              
                              
                              531,523General and
      administrative
                              
                              
                              193,102
                              
                              
                              
                              187,648
                              
                              
                              
                              674,002
                              
                              
                              
                              636,191Total operating
      expenses
                              
                              
                              709,659
                              
                              
                              
                              609,877
                              
                              
                              
                              2,377,311
                              
                              
                              
                              2,228,810Operating
      profit
                              
                              
                              217,985
                              
                              
                              
                              345,203
                              
                              
                              
                              1,831,460
                              
                              
                              
                              417,695Other
      income (expense):Interest income
                              
                              
                              110
                              
                              
                              
                              1,170
                              
                              
                              
                              1,117
                              
                              
                              
                              3,255Interest expense
                              
                              
                              (17,226
                              )
                              
                              
                              (22,791
                              )
                              
                              
                              (70,815
                              )
                              
                              
                              (58,484
                              )Net other expense
                              
                              
                              (17,116
                              )
                              
                              
                              (21,621
                              )
                              
                              
                              (69,698
                              )
                              
                              
                              (55,229
                              )Earnings
      before income taxes
                              
                              
                              200,869
                              
                              
                              
                              323,582
                              
                              
                              
                              1,761,762
                              
                              
                              
                              362,466Income
      tax expense:Current
                              
                              
                              67,057
                              
                              
                              
                              -
                              
                              
                              
                              538,187
                              
                              
                              
                              -Deferred
                              
                              
                              2,311
                              
                              
                              
                              102,468
                              
                              
                              
                              42,170
                              
                              
                              
                              115,30269,368
                              
                              
                              
                              102,468
                              
                              
                              
                              580,357
                              
                              
                              
                              115,302Net
      income
                              
                              $
                              131,501
                              
                              
                              $
                              221,114
                              
                              
                              $
                              1,181,405
                              
                              
                              $
                              247,164Earnings
      per common share:Basic
                              
                              $
                              0.07
                              
                              
                              $
                              0.13
                              
                              
                              $
                              0.64
                              
                              
                              $
                              0.14Diluted
                              
                              $
                              0.07
                              
                              
                              $
                              0.12
                              
                              
                              $
                              0.61
                              
                              
                              $
                              0.14Weighted
      average common shares outstanding:Basic
                              
                              
                              1,874,866
                              
                              
                              
                              1,764,649
                              
                              
                              
                              1,836,999
                              
                              
                              
                              1,771,222Diluted
                              
                              
                              1,938,746
                              
                              
                              
                              1,772,583
                              
                              
                              
                              1,928,029
                              
                              
                              
                              1,778,008




The
accompanying notes are an integral part of


the
consolidated financial statements.




Page
4




Mexco
Energy Corporation and Subsidiaries


CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY


(Unaudited)

















Common
      Stock Par Value
                
                
                Treasury
      Stock
                
                
                Additional
      Paid-In Capital
                
                
                Retained
      Earnings
                
                
                Total
      Stockholders’ EquityBalance
      at March 31, 2008
                
                $
                920,683
                
                
                $
                (426,617
                )
                
                $
                4,381,269
                
                
                $
                3,584,729
                
                
                $
                8,460,064Net income
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                538,789
                
                
                
                538,789Issuance of stock
      throughoptions
      exercised
                
                
                53,750
                
                
                
                -
                
                
                
                593,178
                
                
                
                -
                
                
                
                646,928Excess tax benefits
      fromstock-based
      compensation
                
                
                
                
                
                
                
                
                
                
                213,568
                
                
                
                
                
                
                
                213,568Stock-based
      compensation
                
                
                -
                
                
                
                -
                
                
                
                19,445
                
                
                
                -
                
                
                
                19,445Balance
      at June 30, 2008
                
                $
                974,433
                
                
                $
                (426,617
                )
                
                $
                5,207,460
                
                
                $
                4,123,518
                
                
                $
                9,878,794Net income
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                511,115
                
                
                
                511,115Issuance of stock
      throughoptions
      exercised
                
                
                5,000
                
                
                
                -
                
                
                
                35,000
                
                
                
                -
                
                
                
                40,000Excess tax benefits
      fromstock-based
      compensation
                
                
                
                
                
                
                
                
                
                
                257,562
                
                
                
                
                
                
                
                257,562Stock-based
      compensation
                
                
                -
                
                
                
                -
                
                
                
                13,002
                
                
                
                -
                
                
                
                13,002Balance
      at September 30, 2008
                
                $
                979,433
                
                
                $
                (426,617
                )
                
                $
                5,513,024
                
                
                $
                4,634,633
                
                
                $
                10,700,473Net income
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                131,501
                
                
                
                131,501Excess tax benefits
      fromstock-based
      compensation
                
                
                -
                
                
                
                -
                
                
                
                67,057
                
                
                
                -
                
                
                
                67,057Stock-based
      compensation
                
                
                -
                
                
                
                -
                
                
                
                12,481
                
                
                
                -
                
                
                
                12,481Balance
      at December 31, 2008
                
                $
                979,433
                
                
                $
                (426,617
                )
                
                $
                5,592,562
                
                
                $
                4,766,134
                
                
                $
                10,911,512




SHARE
ACTIVITY





Common
      stock shares, issued:Balance at March 31,
      2008
                        
                        
                        1,841,366Issued
                        
                        
                        107,500Balance at June 30,
      2008
                        
                        
                        1,948,866Issued
                        
                        
                        10,000Balance at September 30,
      2008
                        
                        
                        1,958,866Issued
                        
                        
                        -Balance at December 31,
      2008
                        
                        
                        1,958,866Common
      stock shares, held in treasury:Balance at March 31,
      2008
                        
                        
                        (84,000
                        )Acquisitions
                        
                        
                        -Balance at June 30,
      2008
                        
                        
                        (84,000
                        )Acquisitions
                        
                        
                        -Balance at September 30,
      2008
                        
                        
                        (84,000
                        )Acquisitions
                        
                        
                        -Balance at December 31,
      2008
                        
                        
                        (84,000
                        )Common
      stock shares, outstandingat December 31,
2008
                        
                        
                        1,874,866




The
accompanying notes are an integral part of


the
consolidated financial statements.




Page
5




Mexco
Energy Corporation and Subsidiaries


CONSOLIDATED
STATEMENTS OF CASH FLOWS


For the
Nine Months Ended December 31,


(Unaudited)





2008
                    
                    
                    2007Cash
      flows from operating activities:Net income
                    
                    $
                    1,181,405
                    
                    
                    $
                    247,164Adjustments to reconcile net
      income to net cash provided by operating activities:Increase in deferred tax
      liabilities
                    
                    
                    42,170
                    
                    
                    
                    115,302Excess tax benefit from
      share-based payment arrangement
                    
                    
                    (538,187
                    )
                    
                    
                    (1,100
                    )Stock-based
      compensation
                    
                    
                    44,928
                    
                    
                    
                    66,506Depreciation, depletion and
      amortization
                    
                    
                    751,337
                    
                    
                    
                    531,523Accretion of asset retirement
      obligations
                    
                    
                    21,495
                    
                    
                    
                    19,691Other
                    
                    
                    1,809
                    
                    
                    
                    -Changes in assets and
      liabilities:(Increase) decrease in accounts
      receivable
                    
                    
                    144,992
                    
                    
                    
                    (436,916
                    )(Increase) decrease in prepaid
      expenses
                    
                    
                    (18,938
                    )
                    
                    
                    87,676Increase in income taxes
      payable
                    
                    
                    538,187
                    
                    
                    
                    -Increase in accounts payable and
      accrued expenses
                    
                    
                    197,488
                    
                    
                    
                    28,395Net cash provided by operating
      activities
                    
                    
                    2,366,686
                    
                    
                    
                    658,241Cash
      flows from investing activities:Additions to oil and gas
      properties
                    
                    
                    (2,709,451
                    )
                    
                    
                    (2,810,831
                    )Proceeds from investment in
      GazTex, LLC
                    
                    
                    18,700
                    
                    
                    
                    -Proceeds from sale of oil and gas
      properties and equipment
                    
                    
                    2,205
                    
                    
                    
                    39,000Net cash used in investing
      activities
                    
                    
                    (2,688,546
                    )
                    
                    
                    (2,771,831
                    )Cash
      flows from financing activities:Acquisition of treasury
      stock
                    
                    
                    -
                    
                    
                    
                    (119,093
                    )Proceeds from exercise of stock
      options
                    
                    
                    686,928
                    
                    
                    
                    4,000Reduction of long-term
      debt
                    
                    
                    (2,599,521
                    )
                    
                    
                    (50,000
                    )Proceeds from long-term
      debt
                    
                    
                    1,649,521
                    
                    
                    
                    2,425,000Excess tax benefit from
      share-based payment arrangement
                    
                    
                    538,187
                    
                    
                    
                    1,100Net cash provided by financing
      activities
                    
                    
                    275,115
                    
                    
                    
                    2,261,007Net
      (decrease) increase in cash and cash equivalents
                    
                    
                    (46,745
                    )
                    
                    
                    147,417Cash
      and cash equivalents at beginning of year
                    
                    
                    303,617
                    
                    
                    
                    72,537Cash
      and cash equivalents at end of period
                    
                    $
                    256,872
                    
                    
                    $
                    219,954Supplemental
      disclosure of cash flow information:Cash paid for
    interest
                    
                    $
                    76,803
                    
                    
                    $
                    54,854Income taxes paid
                    
                    $
                    -
                    
                    
                    $
                    -Non-cash
      investing and financing activities:Percentage of royalty interest
      purchase issued as payment for
      finder’s fee
                    
                    $
                    31,863
                    
                    
                    $
                    46,250Asset retirement
      obligations
                    
                    $
                    23,152
                    
                    
                    $
                    26,076











The
accompanying notes are an integral part of


the
consolidated financial statements.




Page
6




MEXCO
ENERGY CORPORATION AND SUBSIDIARY


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.  Nature
of Operations





Mexco
Energy Corporation (a Colorado corporation), its wholly owned subsidiaries,
Forman Energy Corporation (a New York corporation) and OBTX, LLC (a Delaware
limited liability company) (collectively, the “Company”) are engaged in the
exploration, development and production of natural gas, crude oil, condensate
and natural gas liquids (NGLs).  Although most of the Company’s oil
and gas interests are centered in West Texas, the Company owns producing
properties and undeveloped acreage in ten states.  Although most of
the Company’s oil and gas interests are operated by others, the Company operates
several properties in which it owns an interest.





In the
opinion of management, the accompanying unaudited consolidated financial
statements contain all adjustments (consisting only of normal recurring
accruals) necessary to present fairly the financial position of the Company as
of December 31, 2008, and the results of its operations and cash flows for the
interim periods ended December 31, 2008 and 2007.  The results of
operations for the periods presented are not necessarily indicative of the
results to be expected for a full year. The accounting policies followed by the
Company are set forth in more detail in Note 2 of the “Notes to Consolidated
Financial Statements” in the Company’s annual report on Form 10-K filed with the
Securities and Exchange Commission (“SEC”).  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted in this Form 10-Q pursuant to the rules
and regulations of the SEC. However, the disclosures herein are adequate to make
the information presented not misleading. It is suggested that these financial
statements be read in conjunction with the financial statements and notes
thereto included in the Form 10-K.





2.  Summary
of Significant Accounting Policies





Principles of
Consolidation.  The consolidated financial statements include
the accounts of Mexco Energy Corporation and its wholly owned
subsidiaries.  All significant intercompany balances and transactions
associated with the consolidated operations have been eliminated.





Estimates and
Assumptions.  In preparing financial statements in conformity
with accounting principles generally accepted in the United States of America,
management is required to make informed judgments and estimates that affect the
reported amounts of assets and liabilities as of the date of the financial
statements and affect the reported amounts of revenues and expenses during the
reporting period.  Although management believes its estimates and
assumptions are reasonable, actual results may differ materially from those
estimates.  Significant estimates affecting these financial statements
include the estimated quantities of proved oil and gas reserves, the related
present value of estimated future net cash flows and the future development,
dismantlement and abandonment costs.





Stock-based
Compensation.  The Company recognized compensation expense of
$12,481and
$13,989in general and
administrative expense in the Consolidated Statements of Operations for the
three months ended December 31, 2008 and 2007,
respectively.  Compensation expense recognized for the nine months
ended December 31, 2008 and 2007 was$44,928and $66,506,
respectively.





The
following table is a summary of activity of stock options for the nine months
ended December 31, 2008:





Weighted
      Average
                
                
                Weighted
      Average
                
                
                AggregateNumber
      of
                
                
                Exercise
      Price
                
                
                Contract
      Life
                
                
                IntrinsicShares
                
                
                Per Share
                
                
                in Years
                
                
                ValueOutstanding at March 31,
      2008
                
                
                290,000
                
                
                $
                6.06
                
                
                
                3.30
                
                
                $
                (535,750
                )Granted
                
                
                -
                
                
                
                -Exercised
                
                
                117,500
                
                
                
                5.85Forfeited or
      Expired
                
                
                20,000
                
                
                
                7.75Outstanding at December 31,
      2008
                
                
                152,500
                
                
                $
                6.00
                
                
                
                3.30
                
                
                $
                974,753Vested at December 31,
      2008
                
                
                118,750
                
                
                $
                5.98
                
                
                
                3.25
                
                
                $
                761,753Exercisable at December 31,
      2008
                
                
                118,750
                
                
                $
                5.98
                
                
                
                3.25
                
                
                $
                761,753




Page
7




There
were no stock options granted during the nine months ended December 31,
2008.  During the nine months ended December 31, 2007, stock options
covering 25,000 shares were granted.





During
the nine months ended December 31, 2008, employees and directors exercised
options on a total of 117,500 shares at exercise prices between $4.00 and $8.24
per share.  The Company received proceeds of $686,928 from these
exercises. The total intrinsic value of the exercised options was
$4,177,440.  No tax deduction is recorded when options are
awarded.Of these
exercised options, 44,500 shares resulted in a disqualifying disposition and a
tax benefit for the Company of$538,187 for the nine
months ended December 31, 2008.  The Company issued new shares of
common stock to settle these option exercises.  Stock options covering
1,000 shares were exercised during the nine months ended December 31,
2007.





No
forfeiture rate is assumed for stock options granted to directors or employees
due to the forfeiture rate history for these types of awards.  On
April 2, 2008, 20,000 stock options expired because they were not exercised
prior to the end of their ten-year term.  During the nine months ended
December 31, 2007, 35,250 vested and 3,750 unvested stock options were forfeited
due to the termination of a consulting agreement with a consultant and the
resignation of an employee.





Outstanding
options at December 31, 2008 expire between September 2009 and July 2014 and
have exercise prices ranging from $4.00 to $8.24.





The total
cost related to non-vested awards not yet recognized at December 31, 2008 totals
approximately $47,483which is expected to be
recognized over a weighted average of 2.3 years.





Asset Retirement
Obligations.  The Company’s asset retirement obligations relate
to the plugging of wells, the removal of facilities and equipment, and site
restoration on oil and gas properties.  SFAS No. 143 requires the fair
value of a liability for an asset retirement obligation to be recorded in the
period in which it is incurred with a corresponding increase in the carrying
amount of the related long-lived asset.





The
following table provides a rollforward of the asset retirement obligations for
the first nine months of fiscal 2009:





Carrying amount of asset
      retirement obligations as of April 1, 2008
                  
                  $
                  424,789Liabilities
    incurred
                  
                  
                  23,152Liabilities
    settled
                  
                  
                  (1,093
                  )Accretion expense
                  
                  
                  21,495Carrying amount of asset
      retirement obligations as of December 31, 2008
                  
                  
                  468,343Less: Current
    portion
                  
                  
                  50,000Non-Current asset retirement
      obligation
                  
                  $
                  418,343




The asset
retirement obligation is included on the consolidated balance sheets with the
current portion being included in the accounts payable and other accrued
expenses.





Related Party
Transactions.A Family Limited Partnership of Thomas Craddick
received from the Company a finder’s fee in kind, equal to 2.5% of the mineral
interest purchased in the Newark East Field in Johnson County, Texas in October
2008.  Thomas Craddick is a member of the board of directors and
Company employee.  Mr. Craddick invested his personal funds in a
working interest (5.0% before payout and 3.75% after payout) in the Company’s
well in Ward County, Texas.  As of December 31, 2008, Mr. Craddick did
not have a balance due for his share of the expenses on this
well.  This personal investment was made on the same basis as an
unrelated third party investor.





On April
1, 2007, Jeff Smith, a member of the board of directors through September 11,
2008 and a geological consultant, entered into an agreement with the Company to
provide geological consulting services for a fee of approximately $10,000 per
month plus expenses.  The Company incurred charges from Mr. Smith for
services rendered under this agreement and bonuses of approximately $35,500 and
$94,870 for the three and nine months endedDecember 31, 2008,
respectively.As of
December 31, 2008, there was an outstanding invoice of $7,500 payable to Mr.
Smith which was subsequently paid on January 15, 2009.Also as part of this
agreement, Mr. Smith received from the Company a 0.25% overriding interest in
each of the two wells in Loving County, Texas, a 1.0% overriding interest in the
well in Ward County, Texas and a .5% overriding interest in the well in Reeves
County, Texas.  Royalties paid to Mr. Smith from the Reeves County
well were $3,836 for the nine months ended December 31, 2008.  Mr.
Smith invested his personal funds in a working interest in the Company’s wells
in Reeves County, Texas (2.5% before payout and 1.875% after payout) and Ward
County, Texas (2.0% before payout and 1.5% after payout), on a non-promoted
basis. As of December
31, 2008, Mr. Smith did not have a balance due for his share of the expenses on
these wells.




Page
8




Income Per Common
Share.  Basic net income per share is computed by dividing net
income by the weighted average number of common shares outstanding during the
period.  Diluted net income per share is computed by dividing net
income by the weighted average number of common shares and dilutive potential
common shares (stock options) outstanding during the period.  The
following is a reconciliation of the number of shares used in the calculation of
basic income per share and diluted income per share for the three and nine month
periods ended December 31, 2008 and 2007:




Three
      Months Ended
                    
                    
                    Nine
      Months EndedDecember
      31
                    
                    
                    December
      312008
                    
                    
                    2007
                    
                    
                    2008
                    
                    
                    2007Weighted average common
      sharesoutstanding -
    basic
                    
                    
                    1,874,866
                    
                    
                    
                    1,764,649
                    
                    
                    
                    1,836,999
                    
                    
                    
                    1,771,222Effect of the assumed exercise
      ofdilutive stock
      options
                    
                    
                    63,880
                    
                    
                    
                    7,934
                    
                    
                    
                    91,030
                    
                    
                    
                    6,786Weighted average common
      shareoutstanding -
      dilutive
                    
                    
                    1,938,746
                    
                    
                    
                    1,772,583
                    
                    
                    
                    1,928,029
                    
                    
                    
                    1,778,008Earnings
      per common share:Basic
                    
                    $
                    0.07
                    
                    
                    $
                    0.13
                    
                    
                    $
                    0.64
                    
                    
                    $
                    0.14Diluted
                    
                    $
                    0.07
                    
                    
                    $
                    0.12
                    
                    
                    $
                    0.61
                    
                    
                    $
                    0.14





For the
three month and nine month periods ended December 31, 2008, no potential common
shares relating to stock options were excluded in the computation of diluted net
income per share.  For the three month and nine month periods ended
December 31, 2007, potential common stock of 240,000 shares, relating to stock
options, were excluded in the computation of diluted net income per share
because the options were anti-dilutive.  The December 31, 2007
anti-dilutive stock options had a weighted average exercise price of
$6.49.





Income Taxes.  The
Company recognizes deferred tax assets and liabilities for future tax
consequences of temporary differences between the carrying amounts of assets and
liabilities and their respective tax bases.Deferred tax assets and
liabilities are measured using enacted tax rates applicable to the years in
which those differences are expected to be settled.  The effect on
deferred tax assets and liabilities of a change in tax rates under SFAS No. 109
is recognized in net income in the period that includes the enactment date.For the three and nine
months ending December 31, 2008, currentincome tax is $67,057 and
$538,187 and deferred income tax is $2,311 and $42,170, resulting in an
effective tax rate of 35% and 33%, respectively.  There was no current
income tax expense for the three and nine months ending December 31,
2007.  There was a deferred income tax expense of $102,468 and
$115,302 for the three months and nine months ended December 31, 2007,
respectively.  The effective income tax rate for the three and nine
months ended December 31, 2007 was 32%.





Effective
April 1, 2007, we adopted the provisions of Financial Accounting Standards
Bulletin (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income
Taxes – An Interpretation of FASB Statement No. 109(“FIN 48”), which
clarifies the financial statement recognition and disclosure requirements for
uncertain tax positions taken or expected to be taken in a tax return.For the nine months ending
December 31, 2008, the amount of unrecognized tax benefits was approximately
$496,000.  For the nine months ending December 31, 2007, there were no
unrecognized tax benefits.  Any interest and penalties related to
uncertain tax positions are recorded as interest expense and general and
administrative expense, respectively.





Investment in GazTex,
LLC.The Company’s long-term asset consisted of an investment
in GazTex, LLC, a Russian company owned 50% by OBTX, LLC, accounted for by the
equity method.  OBTX, LLC is a Delaware limited liability company in
which from January 16, 2007, Mexco owned 100% of the interest.  In May
2008, the Company dissolved GazTex, LLC and received the initial cash investment
less related fees and expenses for a net amount of $18,700.





Long Term
Liabilities.  Long term liabilities consist of a revolving
credit agreement with Bank of America, N.A. (“Bank”), which provides for a
credit facility of $5,000,000 with no monthly commitment
reductions.  The borrowing base is evaluated annually, on or about
September 1.Amounts
borrowed under this agreement are collateralized by the common stock of one of
the Company’s wholly owned subsidiaries and all of the Company’s oil and gas
properties.   In September 2008, the borrowing base was
redetermined and set at $4,900,000.  In December 2008, the credit
agreement was renewed with a maturity date of October 31, 2010.  Under
the renewed agreement, interest on the facility accrues at an annual rate equal
to the British Bankers Association London Interbank Offered Rate (“BBA LIBOR”)
daily floating rate, plus 2.50 percentage points.  Interest on the
outstanding amount under the credit agreement is payable monthly.  In
addition, the Company will pay an unused commitment fee in an amount equal to 1⁄2
of 1 percent (.5%) times the daily average of the unadvanced amount of the
commitment.  The unused commitment fee shall be payable quarterly in
arrears on the last day of each calendar quarter beginning March 31,
2009.  Two letters of credit for $50,000 each, in lieu of a plugging
bond covering the properties we operate, are outstanding under the facility, one
with the Texas Railroad Commission and one with the State of New
Mexico.  The loan agreement contains customary covenants for credit
facilities of this type including limitations on disposition of assets, mergers
and reorganizations.  The Company is also obligated to meet certain
financial covenants under the loan agreement.  The Company is in
compliance with all covenants as of December 31, 2008.  The balance
outstanding on the line of credit as of December 31, 2008 was
$1,650,000.




Page
9




Recent Accounting
Pronouncements.Effective April 1, 2008, the Company
implemented Financial Accounting Standards Board (“FASB”) Statement of Financial
Accounting Standards No. 157, Fair Value Measurements
(“SFAS 157”), which defines fair value, establishes a framework for its
measurement and expands disclosures about fair value
measurements.  The Company elected to implement this Statement with
the one-year deferral permitted by FASB Staff Position (“FSP”) 157-2 for
nonfinancial assets and nonfinancial liabilities measured at fair value, except
those that are recognized or disclosed on a recurring basis (at least
annually).  The deferral applies to nonfinancial assets and
liabilities measured at fair value in a business combination; impaired
properties, plants and equipment; intangible assets and goodwill; and initial
recognition of asset retirement obligations and restructuring costs for which
the Company uses fair value.  Management does not expect any
significant impact to the consolidated financial statements when SFAS 157 for
these assets and liabilities is implemented.





In
May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted
Accounting Principles, which has been established by the FASB as a
framework for entities to identify the sources of accounting principles and for
selecting the principles to be used in the preparation of financial statements
of nongovernmental entities that are presented in conformity with US
GAAP.  SFAS No. 162 is effective 60 days following the
SEC’s approval of the Public Company Accounting Oversight Board’s (“PCAOB”)
amendments to AU Section 411, The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting
Principles.  Accordingly, the Company will adopt
SFAS No. 162 within the required period.  The Company does
not expect that the adoption of this Standard will have an impact on the
financial statements.





In June
2008, the SEC announced that it has approved a one-year extension of the
compliance data for smaller reporting companies to meet the section 404(b)
auditor attestation requirement of the Sarbanes-Oxley Act.  With the
extension, small companies will now be required to provide the attestation
reports in their annual reports for the fiscal years ending on or after December
15, 2009.





In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active. FSP FAS
157-3 clarifies the application of FASB statement No. 157, Fair Value
Measurements, in a market that is not active and provides an example to
illustrate key considerations in determining the fair value of a financial asset
when the market for that financial asset is not active. This FSP is effective
upon issuance and will not have a material impact on our financial position,
results of operations or cash flows.





In
December 2008, the SEC released Final Rule, Modernization of Oil and Gas
Reporting. The new disclosure requirements include provisions that permit
the use of new technologies to determine proved reserves if those technologies
have been demonstrated empirically to lead to reliable conclusions about
reserves volumes. The new requirements also will allow companies to disclose
their probable and possible reserves to investors. In addition, the new
disclosure requirements require companies to: (a) report the independence and
qualifications of its reserves preparer or auditor; (b) file reports when a
third party is relied upon to prepare reserves estimates or conducts a reserves
audit; and (c) report oil and natural gas reserves using an average price based
upon the prior 12-month period rather than year-end prices. The new disclosure
requirements are effective for annual reports on Forms 10-K for fiscal years
ending on or after December 31, 2009. The Company is currently assessing
the impact that adoption of this rule will have on its financial
disclosures.





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





Unless
the context otherwise requires, references to the “Company”, “Mexco”, “we”, “us”
or “our” mean Mexco Energy Corporation and its consolidated
subsidiaries.





Cautionary Statements Regarding
Forward-Looking Statements.  Management’s Discussion and
Analysis of Financial Condition and Results of Operations (“MD&A”) contains
“forward-looking statements” within the meaning of Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  Forward-looking statements can be identified with words and
phrases such as “believe,” “expect,” “anticipate,” “should,” “estimate,”
“foresee” or other words and phrases of similar
meaning.  Forward-looking statements appear throughout this Form 10-Q
with respect to, among other things:  profitability, planned capital
expenditures; estimates of oil and gas production, estimates of future oil and
gas prices; estimates of oil and gas reserves; future financial condition or
results of operations; and business strategy and other plans and objectives for
future operations. Forward-looking statements involve known and unknown risks
and uncertainties that could cause actual results to differ materially from
those contained in any forward-looking statement.  While we have made
assumptions that we believe are reasonable, the assumptions that support our
forward-looking statements are based upon information that is currently
available and is subject to change.  All forward-looking statements in
the Form 10-Q are qualified in their entirety by the cautionary statement
contained in this section.  We do not undertake to update, revise or
correct any of the forward-looking information.




Page
10




Liquidity and Capital
Resources.  Historically, we have funded our operations,
acquisitions, exploration and development expenditures from cash generated by
operating activities, bank borrowings and issuance of common
stock.  Our primary financial resource is our base of oil and gas
reserves.  We pledge our producing oil and gas properties to secure
our revolving line of credit.  In the past two fiscal years, we have
obtained additional financing for prospects by selling fractional working
interests to industry partners at prices in excess of our cost.





Our long
term strategy is on increasing profit margins while concentrating on obtaining
reserves with low cost operations by acquiring and developing primarily gas
properties and secondarily oil properties with potential for long-lived
production.




For the
first nine months of fiscal 2009, cash flow from operations was $2,366,686compared to $658,241 for
the first nine months of fiscal 2008.  This increase was primarily due
to an increase in cash provided by oil and gas sales.  Cash of$2,709,451was used for additions to
property and equipment and $950,000 for net reductions in long term
debt.  Accordingly, net cash decreased $46,745.





During
the third quarter of fiscal 2008, we acted as operator and drilled an
exploratory well in Loving County, Texas which has been completed.  We
have acquired right-of-way, built a pipeline and commenced testing and sales of
natural gas from this well.  Our share of the costs incurred for this
project through January 2009 for our 31.25% working interest is approximately
$524,000.





On June
6, 2008 we purchased mineral and royalty interests contained in an aggregate of
522 acres with royalties varying from .126% to .385% in 6 producing natural gas
wells, 5 proven undeveloped well locations and an additional 6 potential drill
sites in the Newark East (Barnett-Shale) Field of Tarrant County, Texas for
approximately $429,000.  This acreage now has 8 producing natural gas
wells with an additional well currently being drilled.





Effective
July 1, 2008, we purchased a well in Loving County, Texas which is capable of
producing from the Lower Cherry Canyon section.  We are acting as
operator and have re-entered the well, tested one horizon and plan to test two
other horizons.  Our share of the costs for our 31.25% working
interest through January 2009 is approximately$116,000.





In
September 2008, we committed to participate in the drilling of a development
well in Limestone County, Texas.  This well has been completed and is
currently producing.  Costs incurred for this project through January
2009 are approximately $31,000.





In
September 2008, we acted as operator and re-entered a well in Ward County, Texas
to an approximate depth of 14,000 feet to test the upper and lower Pennsylvanian
intervals.  This well was recompleted, perforated, acid fraced and is
currently being tested pending completion of a pipeline for sales of natural
gas.  Costs incurred for this project through January 2009 for our
25.5% working interest are approximately $76,000.We also own a 2% overriding
royalty interest in this well.





On
October 16, 2008, we purchased interests in approximately 143 mineral acres
amounting to an approximate 10% net royalty in three gas wells located in
Johnson County, Texas for approximately $1.275 million.  This property
contains three (3) development wells in the Newark East (Barnett Shale) Field
which have been drilled and were put on production in mid-November
2008.  Approximately 28 of the 143 acres are outside of the drilling
and spacing unit for these three wells and are also available for further
development.  A Family Limited Partnership ofadirector and employee of
the Company received a finder’s fee of 2.5% of the mineral interest purchased in
lieu of a cash payment as disclosed on Form 8-K dated October 15,
2008.





We
continue to focus our efforts on the acquisition of royalties in areas with
significant development potential.





We are
participating in several others projects and are reviewing several other
projects in which we may participate.  The cost of such projects would
be funded, to the extent possible, from existing cash balances and cash flow
from operations. The remainder may be funded through borrowings on the credit
facility.





At
December 31, 2008, we had working capital of approximately $497,559 compared to
working capital of $627,674 atMarch 31, 2008, a decrease
of $130,115.  This was mainly as a result of a decrease in accounts
receivable oil and gas sales.




Page
11




Crude oil
and natural gas prices have fluctuated significantly in recent
years.  There have been substantial decreases in recent
months.  Fluctuations in price have a significant impact on our
financial condition and liquidity.  However, management is of the
opinion that cash flow from operations and funds available from financing will
be sufficient to provide adequate liquidity for the current fiscal
year.





We have a
revolving credit agreement with Bank of America, N.A. (“Bank”), which provides
for a credit facility of $5,000,000,subject to a borrowing base
determination.  In September 2008, the borrowing base was redetermined
and set at $4,900,000 with no monthly commitment reductions.The borrowing base is
evaluated annually, on or about September 1.  Amounts borrowed under
this agreement are collateralized by the common stock of one of the Company’s
wholly owned subsidiaries and all of the Company’s oil and gas
properties.   Two letters of credit for $50,000 each, in lieu of
a plugging bond covering the properties we operate, are outstanding under the
facility, one with the Texas Railroad Commission and one with the State of New
Mexico.  Interest under this agreement is payable
monthly.  The balance outstanding under this agreement as of December
31, 2008 was $1,650,000 and$1,575,000 as of February
11, 2009.





Results of Operations – Three Months
Ended December 31, 2008 and 2007.Net income decreased from
$221,114 for the quarter ended December 31, 2007 to $131,501 for the quarter
ended December 31, 2008, a decrease of $89,613 or 41% primarily as a result of a
decrease in oil and gas sales and an increase in depreciation, depletion and
amortization.





Oil and gas sales.Revenue from oil and
gas sales decreased from $952,211 for the third quarter of fiscal 2008 to
$908,253for the same
period of fiscal 2009.  This decrease of 5% or $43,958 resulted from a
decrease in oil and gas prices and oil production partially offset by an
increase in gas production.  Revenues from oil and gas royalty
interests accounted for approximately 47%of our total revenues for
the thirdquarter of
fiscal 2009 compared to 16% for the third quarter of fiscal 2008.Average gas prices
decreased from $6.36 per mcf for the third quarter of fiscal 2008 to $4.54 per
mcf for the same period of fiscal 2009.  Average oil prices also
decreased from $86.05 per bbl for the third quarter of fiscal 2008 to $54.55 for
the same period of fiscal 2009.  Oil and gas production quantities
were 4,515 barrels (“bbls”) and 88,630 thousand cubic feet (“mcf”) for the third
quarter of fiscal 2008 and4,190 bbls and 149,778mcf for the same period of
fiscal 2009, a decrease of 7% in oil production and an increase of 69% in gas
production.





Production and
exploration.Production costsdecreased 1% from $241,019
for the third quarter of fiscal 2008to $237,736for the same period of
fiscal 2009. This was the result of decreased production taxes due to the
decrease in oil and gas sales partially offset by an increase in lease operating
expenses and ad valorem taxes.





Depreciation, depletion and
amortization.Depreciation, depletion and
amortization expense increased 55%, from $174,842for the third quarter of
fiscal 2008 to $271,530 for the same period of fiscal 2009, primarily due to an
increase to the full cost pool amortization base.





General and administrative
expenses.General and administrative expenses increased 3%
from $187,648 for the third quarter of fiscal 2008 to $193,102 for the same
period of fiscal 2009. This was due to an increase in salaries, consulting
services and fees.





Interest expense.Interest
expense decreased 24% from $22,791 for the third quarter of fiscal 2008 to
$17,226 for the same period of fiscal 2009, due to a decrease in borrowings as
well as interest rate.





Results of Operations – Nine Months
Ended December 31, 2008 and 2007.Net income increased from
$247,164 for the nine months ended December 31, 2007 to $1,181,405 for the same
period of fiscal 2009, an increase of $934,241 or 378%.





Oil and gas sales.Revenue from oil and
gas sales increased from $2,642,302 for the nine months ended December 31, 2007
to $4,176,050for the
same period of fiscal 2009. This increase of 58%, or $1,533,748, resulted from
increases in oiland
gas pricesand gas
production partially offset by a decrease in oil production.Revenues from oil and gas
royalty interests accounted for approximately 36% of our total revenues for the
nine months ended December 31, 2008 compared to 18% for the same period of
fiscal 2008.  Average gas prices increased from $6.35 per mcf for the
first nine months ended December 31, 2007 to $7.45per mcf for the same period
of fiscal 2009.  Average oil prices also increased from $72.09 per bbl
for the first nine months of fiscal 2008 to $96.89 for the same period of fiscal
2009.  Oil and gas production quantities were 13,348 bbls and 264,435
mcf for the first nine months ended December 31, 2007 and 12,903bbls and 392,921mcf for the same period of
fiscal 2009, a decrease of 3% in oil production and an increase of 49% in gas
production.




Page
12




Production and
exploration.Production costs decreased from $1,041,405 for
the first nine months ended December 31, 2007 to $930,477 for the same period of
fiscal 2009.  This was the result of an approximate 78% decrease in
repairs and maintenance to operated wells in the El Cinco field partially offset
by an increase in production taxes due to increased revenues and an increase in
ad valorem taxes.





Depreciation, depletion and
amortization.Depreciation, depletion and
amortizationexpense
increased 41%, from $531,523 for the first nine months ended December 31, 2007
to $751,337 for the same period of fiscal 2009 primarily due to an increase to
the full cost pool amortization base.





General and administrative
expenses.General and administrative expenses increased 6%
from $636,191 for the first nine months ended December 31, 2007 to $674,002 for
the same period of fiscal 2009.  This was due to an increase in salary
expense, consulting services and fees.





Interest expense.Interest
expense increased 21% from $58,484 for the first nine months ended December 31,
2007 to $70,815 for the same period of fiscal 2009 due to an increase in
borrowings partially offset by a decreased interest rate.





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





The
primary sources of market risk for us include fluctuations in commodity prices
and interest rate fluctuations.  At December 31, 2008, we had not
entered into any hedge arrangements, commodity swap agreements, commodity
futures, options or other similar agreements relating to crude oil and natural
gas.





Interest Rate
Risk.  At December 31, 2008 we had an outstanding loan balance
of $1,650,000 under our$5.0million revolving credit
agreement, which bears interest at BBA LIBOR daily floating rate, plus 2.50
percentage points.  In addition, beginning March 31, 2009, we will pay
quarterly, in arrears, an unused commitment fee in an amount equal to 1⁄2 of 1
percent (.5%) times the daily average of the unadvanced amount of the
commitment.  If the interest rate on our bank debt increases or
decreases by one percentage point, our annual pretax income would change by
$16,500 based on the outstanding balance at December 31, 2008.





Credit Risk.  Credit
risk is the risk of loss as a result of nonperformance by other parties of their
contractual obligations. Our primary credit risk is related to oil and gas
production sold to various purchasers and the receivables are generally not
collateralized.  At December 31, 2008, our largest credit risk
associated with any single purchaser was $171,619.We are also exposed to
credit risk in the event of nonperformance from any of our working interest
partners.  At December 31, 2008, our largest credit risk associated
with any working interest partner was $72,465.We have not experienced any
significant credit losses.





Volatility of Oil and Gas
Prices.  Our revenues, operating results and future rate of
growth are highly dependent upon the prevailing market prices of, and demand
for, oil and natural gas.  Prices for oil and natural gas fluctuate
widely.We cannot
predict future oil and natural gas prices with any
certainty.  Historically, the markets for oil and gas have been
volatile, and they are likely to continue to be volatile.  Factors
that can cause price fluctuations include the level of global demand for
petroleum products, foreign supply of oil and gas, the establishment of and
compliance with production quotas by oil-exporting countries, weather
conditions, the price and availability of alternative fuels and overall
political and economic conditions in oil producing
countries.  Declines in oil and natural gas prices will materially
adversely affect our financial condition, liquidity, ability to obtain financing
and operating results.





Changes
in oil and gas prices impact both estimated future net revenue and the estimated
quantity proved reserves.  Any reduction in reserves, including
reductions due to price fluctuations, can reduce the borrowing base under our
revolving credit facility and adversely affect the amount of cash flow available
for capital expenditures and our ability to obtain additional capital for our
exploration and development activities.  In addition, we may have
ceiling test writedowns when prices decline.  Lower prices may also
reduce the amount of crude oil and natural gas that can be produced
economically.  Thus, we may experience material increases or decreases
in reserve quantities solely as a result of price changes and not as a result of
drilling or well performance.





Similarly,
any improvements in oil and gas prices can have a favorable impact on our
financial condition, results of operations and capital resources.  Oil
and natural gas prices do not necessarily fluctuate in direct relationship to
each other.  Our financial results are more sensitive to movements in
natural gas prices than oil prices because most of our production and reserves
are natural gas.  If the average oil price had increased or decreased
by one dollar per barrel for the first nine months of fiscal 2009, our pretax
income would have changed by $12,903. If the average gas price had increased or
decreased by ten cents per mcf for the first nine months of fiscal 2009, our
pretax income would have changed by $39,292.




Page
13




Item
4.  Controls and Procedures





We
maintain disclosure controls and procedures to ensure that informationwe must disclose in our
filings with the SEC is recorded, processed, summarized and reported on a timely
basis.At the end of
the period covered by this report, our principal executive officer and principal
financial officer reviewed and evaluated the effectiveness of our disclosure
controls and procedures, as defined in Exchange Act Rules 13a-15(e) and
15d-15(e).  Based upon such evaluation, such officers concluded that,
as of December 31, 2008, our disclosure controls and procedures were effective
in timely alerting them to material information relating to us (and our
consolidated subsidiaries) required to be included in our periodic SEC
filings.





No
changes in the Company’s internal control over financial reporting occurred
during the quarter ended December 31, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.




PART II –
OTHER INFORMATION




Item
      1.
                          Legal ProceedingsWe
      may, from time to time, be involved in litigation and claims arising out
      of our operations in the normal course of business.  We were a
      party to a lawsuit against the drilling company of a well in which we have
      a working interest of approximately 6.5%.  The operator of this
      well is currently in the process of dismissing all claims.  We
      are not aware of any legal or governmental proceedings against us, or
      contemplated to be brought against us, under various environmental
      protection statutes or other regulations to which we are
      subject.Item
      1A.
                          Risk FactorsThere
      have been no material changes to the information previously disclosed in
      Item 1A. “Risk Factors” in our 2008 Annual Report on Form 10-K except to
      add that worldwide credit markets have experienced considerable difficulty
      in recent months.  Thus, we expect future increased costs of and
      restricted ability to obtain financing.Item
      4.
                          Submission of Matters to a Vote of Security
      HoldersNone.Item
      6.
                          Exhibits31.1
                          Certification
      of the Chief Executive Officer of Mexco Energy
  Corporation31.2
                          Certification
      of the Chief Financial Officer of Mexco Energy
  Corporation32.1
                          Certification
      of the Chief Executive Officer and Chief Financial Officer of Mexco Energy
      Corporation pursuant to 18 U.S.C.
§1350





SIGNATURES





Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.





MEXCO
      ENERGY CORPORATION(Registrant)Dated:
      February 11, 2009
              /s/ Nicholas C. TaylorNicholas
      C. TaylorPresidentDated:
      February 11, 2009
              /s/ Tamala L. McComicTamala
      L. McComicVice
      President, Treasurer and Assistant
Secretary









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