EXHIBIT 14

                            MEXCO ENERGY CORPORATION

                       CODE OF BUSINESS CONDUCT AND ETHICS


   I. INTRODUCTION
  II. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
 III. CONFLICTS OF INTEREST
  IV. INSIDER TRADING
   V. RECORD-KEEPING AND QUESTIONABLE ACCOUNTING OR AUDITING MATTERS
  VI. CORPORATE OPPORTUNITIES
 VII. CONFIDENTIALITY
VIII. COMPETITION AND FAIR DEALING
  IX. PROTECTION AND PROPER USE OF COMPANY ASSETS
   X. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
  XI. NO RETALIATION
 XII. DISCIPLINE
XIII. WAIVERS OR CHANGES OF THE CODE OF BUSINESS CONDUCT AND ETHICS
 XIV. ADMINISTRATION
      APPENDIX:  CERTIFICATION


      I.    INTRODUCTION

            This Code of Business  Conduct and Ethics  ("Code") of Mexco  Energy
            Corporation  ("Company")  covers a wide range of business  practices
            and procedures.  The Code represents both the code of ethics for the
            principal  executive  officer,   principal  financial  officer,  and
            principal   accounting   officer  under   Securities   and  Exchange
            Commission ("SEC") rules and the code of business conduct and ethics
            for directors,  officers and employees under National Association of
            Securities Dealers Automated Quotation ("NASDAQ") listing standards.
            The Code applies to ALL directors,  officers, and employees. It does
            not cover every issue that may arise,  but it sets out guidelines as
            no set of rules can cover every business situation.  Every employee,
            officer and director of the Company must conduct  himself or herself
            according  to this  Code and seek to avoid  even the  appearance  of
            improper behavior.

            If a law  conflicts  with a policy in this  Code,  you will obey the
            law; however,  if a local custom or policy conflicts with this Code,
            you will comply with this Code. If you have any questions, concerns,
            or are unsure about how to interpret  this Code, you should ask your
            supervisor or the Compliance  Representative for their advice on how
            to handle the situation.


      II.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

            Directors,  officers,  and employees will obey the applicable  laws,
            rules  and  regulations  of the  United  States  and  those  states,
            counties, cities and jurisdictions in which the Company conducts its
            business and to which the Company, director, officer or employee are
            subject.  The Code  does not  summarize  all such  laws,  rules  and
            regulations, but rather you should seek advice from your supervisor,
            the  Company's  Compliance  Representative,   or  other  appropriate
            personnel.


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      III.  CONFLICTS OF INTEREST

            Directors,  officers,  and  employees  must  avoid  situations  that
            involve,  or could appear to involve,  "conflicts of interest"  with
            regard to the Company's interest.  Exceptions may only be made after
            review of fully  disclosed  information  and approval of specific or
            general  categories by senior  management (in the case of employees)
            or the Board (in the case of officers or directors).

            A "conflict of  interest"  exists when a person's  private  interest
            interferes in any way with the  interests of the Company.  Conflicts
            of interest  generally  interfere  with the person's  effective  and
            objective  performance  of their duties or  responsibilities  to the
            Company.  Although there are many examples of conflicts of interest,
            some of the more common ones are  discussed.  Conflicts  of interest
            occur  when a  director,  officer  or  employee  of members of their
            immediate  family,  receive  improper  personal  benefits because of
            their  position  with  the  Company.  Loans  to,  or  guarantees  of
            obligations  of directors,  officers,  employees or their  immediate
            family  members also create  conflicts of interest.  Another  common
            conflict of interest occurs when the director,  officer, employee or
            their immediate  family members use Company property or confidential
            information.

            Since conflicts of interest are not always clear-cut, or if you have
            questions  or  concerns,   you  may  consult  with  the   Compliance
            Representative.  If you  become  aware of a  conflict  or  potential
            conflict of interest,  bring it to the attention of your  supervisor
            or other appropriate personnel and follow the policies in Section X.
            Reporting any Illegal or Unethical Behavior.

      IV.   INSIDER TRADING

            Directors,  officers,  and  employees  with  knowledge  of  material
            non-public information about the Company are prohibited from buying,
            selling or otherwise  trading the Company's  securities,  whether or
            not  they  are  using  or  relying  on the  non-public  information.
            Directors,  officers,  and employees may not share or provide "tips"
            to others by providing such  information  about the Company.  If you
            are uncertain about whether you have material non-public information
            about the Company,  you should consult the Company's General Counsel
            or the  Compliance  Representative  before  trading in the Company's
            securities.

      V.    RECORD-KEEPING AND QUESTIONABLE ACCOUNTING OR AUDITING MATTERS

            The Company  needs honest and accurate  recording  and  reporting of
            information  in  order  to  make  reasonable   business   decisions.
            Financial  information should be recorded promptly and accurately to
            ensure timely and accurate reporting of financial  information.  The
            Company seeks to have every business record  accurate,  complete and
            reliable.  Directors,  officers,  and employees are  responsible  to
            report to the Company any concerns regarding questionable accounting
            or auditing matters that come to their attention.

            Senior  accounting  personnel  and,  where  applicable,   all  other
            directors,  officers and  employees  should take such actions as are
            necessary  to ensure that in all  material  respects  the  Company's
            books  and  records  contain  no false or  misleading  entries,  the
            Company's business transactions are properly authorized and recorded
            completely  and  accurately in accordance  with  generally  accepted
            accounting  principles  (GAAP), the documents the Company files with
            the  SEC or  makes  available  to the  public  contain  full,  fair,
            accurate,  timely and  understandable  disclosures  relating  to the
            Company. False, misleading, inaccurate or incomplete information may
            be illegal in some cases,  but it hampers the  Company's  ability to
            make reasonable business decisions.


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      VI.   CORPORATE OPPORTUNITIES

            Directors,  officers,  and  employees  owe a duty to the  Company to
            advance  its  legitimate  interests  when the  opportunity  to do so
            arises.  They are  expected  to not take for  themselves  personally
            opportunities  that  are  discovered  through  the  use  of  Company
            property,  information or position.  They are also  prohibited  from
            using  Company  property,   information  or  position  for  improper
            personal gain.

      VII.  CONFIDENTIALITY

            Directors,  officers,  and  employees  are  expected to maintain the
            confidentiality of information entrusted to them by the Company, its
            suppliers, or customers,  except when disclosure is either expressly
            authorized   by  the  Company  or  required  by  law.   Confidential
            information includes,  but is not limited to, non-public information
            that might be of use to  competitors of the Company or be harmful to
            the Company, its suppliers or customers, if disclosed.  Confidential
            information  may  consist  of  financial   information,   forecasts,
            analyses,  offers  and  proposals  for  acquisitions,  dispositions,
            leases,  other transactions and the related appraisals,  studies and
            documents.  If you have questions or concerns  regarding whether the
            information  is  considered  confidential  information,  you  should
            contact or consult with the General Counsel of the Company.

            Directors,  officers and  employees  retain the duty to keep Company
            information  confidential  after  termination of employment or other
            relationship  with the  Company.  The Company  will pursue all legal
            remedies  available  at law  or in  equity  to  prevent  any  former
            employee,  officer  or  director  from  using  Company  confidential
            information.

      VIII. COMPETITION AND FAIR DEALING

            The Company  will compete  fairly and honestly and gain  competitive
            advantages  through superior  performance,  not unethical or illegal
            business  practices.   Directors,  officers,  and  employees  should
            respect the rights of and deal fairly with the Company's  customers,
            suppliers,  competitors,  and employees.  Directors,  officers,  and
            employees  are expected to avoid taking  unfair  advantage of anyone
            through   manipulation,   concealment,   abuse  of   privileged   or
            confidential  information,  misrepresentation  of material  facts or
            other unfair practices.

      IX.   PROTECTION AND PROPER USE OF COMPANY ASSETS

            Directors,  officers,  and  employees  are  expected  to protect the
            Company's  assets and ensure their  efficient  use.  Company  assets
            should  be used  for  legitimate  business  purposes  only,  however
            incidental  personal use may be permitted.  Theft,  fraud, waste and
            misuse of  Company  assets  have a direct  impact  on the  Company's
            profits.  Suspected  instances  of fraud or theft should be reported
            immediately for investigation.

            The  duty to  safeguard  Company  assets  extends  to the  Company's
            proprietary    information.    Proprietary    information   includes
            intellectual  property such as trade secrets,  patents,  trademarks,
            and  copyrights,  as well as business,  marketing and service plans,
            engineering and manufacturing ideas,  designs,  databases,  records,
            salary  information and any unpublished  financial data and reports.
            Unauthorized use or distribution of this  information  would violate
            this  Code,  could be  illegal,  and may  result in civil  liability
            and/or criminal prosecution.


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      X.    REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

            If you believe that actions that violate this Code have taken place,
            are  currently  taking place,  or are about to take place,  you must
            bring the matter to the attention of the Company. You are encouraged
            to communicate with supervisors or other appropriate personnel about
            observed illegal or unethical behavior.  Any supervisor who receives
            a report of a past,  current or  pending  violation  must  report it
            immediately to the General Counsel.

            In  reporting  the  violation,  the  Company  prefers  you  identify
            yourself to facilitate the  investigation,  however,  you may remain
            anonymous.  The Company will use all reasonable  efforts to preserve
            such  anonymity  or  confidentiality  of the person who  reports the
            potential  misconduct.  The  Company  will  also use all  reasonable
            efforts to preserve  the  anonymity  of the person  about or against
            whom an  allegation  is brought,  unless and until it is  determined
            that  a  violation  has  occurred.   Any  person   involved  in  any
            investigation  in any  capacity  will not  discuss or  disclose  any
            information to anyone outside the  investigation  unless required by
            law or when seeking their own legal counsel. If required by law, the
            person will cooperate fully.

            Any use of these reporting  procedures in bad faith or in a false or
            frivolous manner will be considered a violation of this Code.

      XI.   NO RETALIATION

            Any retaliation,  for reports of misconduct by others,  made in good
            faith by a director, officer, or employee will not be tolerated. Any
            director, officer, or employee who engages in retaliation is subject
            to  discipline,  up to and including  discharge from the Company and
            where appropriate, civil liability and/or criminal prosecution.

      XII.  DISCIPLINE

            The Company expects  directors,  officers and employees to adhere to
            this Code in carrying out their duties or  responsibilities  for the
            Company. Those who violate the policies in this Code will be subject
            to  disciplinary  action,  up to and including a discharge  from the
            Company,  and where  appropriate,  civil  liability  and/or criminal
            prosecution.  If you are in a situation that you believe may violate
            the Code, you should follow the policies in Section X. Reporting any
            Illegal or Unethical Behavior.

      XIII. WAIVERS OR CHANGES OF THE CODE OF BUSINESS CONDUCT AND ETHICS

            Only the Board or a Board  committee  may make  waivers of this Code
            after  full  disclosure  of  relevant  information  by  the  parties
            involved.  Should a waiver occur for an officer or director, it will
            be promptly disclosed as required by law or regulation.  Any changes
            to this Code will also be promptly  disclosed  as required by law or
            regulation.


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      XIV.  ADMINISTRATION

            The Board will help ensure this Code is properly  administered.  The
            Board or a Board committee will be responsible for the annual review
            of the  procedures in place to implement  this Code.  Any changes to
            this Code requires Board approval and will be promptly  disclosed as
            required by law or regulation.

            All officers and supervisors are responsible for reviewing this Code
            with their employees and ensuring that they have signed the attached
            certification.  Officers also have a duty to help ensure  compliance
            with this Code through the review of  practices  and  procedures  in
            place to facilitate compliance with this Code.


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