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

                                    FORM 10-Q

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

                  For the quarterly period ended June 30, 2002

                          Commission file number 0-6994


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

           Colorado                                             84-0627918
 (State or other jurisdiction                                  (IRS Employer
       of incorporation)                                  Identification Number)


             214 West Texas Avenue, Suite 1101, Midland, Texas 79701
                    (Address of principal executive offices)


                                 (915) 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  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
YES [X]   NO [ ]


                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     State the number of shares  outstanding of each of the issuer's  classes of
common stock as of the latest practicable date.

                         Common Stock, $0.50 par value:
                  1,737,322 shares outstanding at July 31, 2002

<PAGE>

                            MEXCO ENERGY CORPORATION

                                Table of Contents
                                -----------------

                                                                            Page
                                                                            ----

PART I.   FINANCIAL INFORMATION
-------------------------------

     Item 1.   Consolidated Balance Sheets as of June 30, 2002
               (Unaudited) and March 31, 2002                                  3

               Consolidated Statements of Operations (Unaudited) for
               the three months ended June 30, 2002 and June 30, 2001          4

               Consolidated Statements of Cash Flows (Unaudited) for
               the three months ended June 30, 2002 and June 30, 2001          5

               Notes to Unaudited Consolidated Financial Statements            6

     Item 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                             7

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk     10

PART II.  OTHER INFORMATION                                                   11
---------------------------

     Item 1.   Legal Proceedings
     Item 2.   Changes in Securities and Use of Proceeds
     Item 3.   Defaults upon Senior Securities
     Item 4.   Submission of Matters to a Vote of Security Holders
     Item 5.   Other Information
     Item 6.   Exhibits and Reports on Form 8-K

SIGNATURES                                                                    12
----------

                                     Page 2
<PAGE>

                     MEXCO ENERGY CORPORATION AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                    June 30,         March 31,
                                                      2002             2002
                                                  ------------     ------------
                                                  (Unaudited)
ASSETS
------
Current assets:
  Cash and cash equivalents                       $    118,094     $     44,958
  Accounts receivable:
    Oil and gas sales                                  270,589          229,257
    Trade                                               19,336           49,644
    Related parties                                      1,938              523
   Income taxes receivable                             104,030          104,030
  Prepaid expenses                                      41,507           24,124
                                                  ------------     ------------
      Total current assets                             555,494          452,536

  Property and equipment, at cost:
  Oil and gas properties and equipment,
    using full cost method, pledged                 13,973,434       13,886,798
  Office and computer equipment
    and software                                        28,781           28,781
                                                  ------------     ------------
                                                    14,002,215       13,915,579
  Less accumulated depreciation,
    depletion and amortization                       8,143,673        8,020,150
                                                  ------------     ------------
      Property and equipment, net                    5,858,542        5,895,429
                                                  ------------     ------------
  Total assets                                    $  6,414,036     $  6,347,965
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
  Accounts payable and accrued expenses           $    108,930     $    105,332
                                                  ------------     ------------
      Total current liabilities                        108,930          105,332

  Long-term debt                                     1,770,000        1,710,000

  Deferred income tax liability                        290,851          256,591

  Stockholders' equity:
  Preferred stock, par value $1 per share;
    10,000,000 shares authorized;
    none issued                                             --               --
  Common stock, par value $0.50 per share;
    40,000,000 shares authorized; 1,766,566
    shares issued June 30, 2002 and
    March 31,2002                                      883,283          883,283
  Additional paid in capital                         3,610,642        3,599,045
  Retained earnings                                   (129,144)        (206,286)
  Treasury stock, at cost                             (120,526)              --
                                                  ------------     ------------
      Total stockholders' equity                     4,244,255        4,276,042
                                                  ------------     ------------
  Total liabilities and stockholders'
    equity                                        $  6,414,036     $  6,347,965
                                                  ============     ============

                    THE ACCOMPANYING NOTE IS AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 3
<PAGE>

                     MEXCO ENERGY CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                For the Three Months ended June 30, 2002 and 2001
                                   (Unaudited)

                                                      2002             2001
                                                  ------------     ------------
Operating revenue:
   Oil and gas sales                              $    544,650     $    594,751
   Other                                                 6,614            1,708
                                                  ------------     ------------

      Total operating revenue                          551,264          596,459

Operating costs and expenses:
   Oil and gas production                              156,604          157,403
   Depreciation, depletion and amortization            123,523           91,196
   General and administrative                          139,008          114,167
                                                  ------------     ------------

      Total operating costs and expenses               419,135          362,766
                                                  ------------     ------------

                                                       132,129          233,693
Other income and (expenses):
   Interest income                                         126              257
   Interest expense                                    (20,849)         (10,529)
                                                  ------------     ------------

      Net other income and expenses                    (20,723)         (10,272)
                                                  ------------     ------------

Income before income taxes                             111,406          223,421

Income tax expense (current)                                --            1,034
Income tax expense (deferred)                           34,260           23,535
                                                  ------------     ------------

Net income                                        $     77,146     $    198,852
                                                  ============     ============

Net income per share:
   Basic                                          $       0.04     $       0.11
   Diluted                                        $       0.04     $       0.11

Weighted average shares outstanding:
   Basic                                             1,754,338        1,771,146
   Diluted                                           1,764,744        1,771,146

                    THE ACCOMPANYING NOTE IS AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 4
<PAGE>

                     MEXCO ENERGY CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Three Months ended June 30, 2002 and 2001
                                   (Unaudited)

                                                         2002           2001
                                                      ----------     ----------
Cash flows from operating activities:
   Net income                                         $   77,146     $  198,852
   Adjustments to reconcile net income
       to net cash provided by operating
       activities:
       Increase in deferred income taxes                  34,260         23,535
       Stock-based compensation                           11,597         12,367
       Depreciation, depletion and
           amortization                                  123,523         91,196
       (Increase) decrease in
           accounts receivable                           (12,439)       175,445
       Increase (decrease) in accounts
           payable and accrued expenses                    3,598         13,222
       Decrease (increase) in prepaid expenses           (17,387)       (34,605)
       Increase(decrease)in income taxes payable              --        (51,637)
                                                      ----------     ----------
       Net cash provided by operating
           activities                                    220,298        428,375

Cash flows from investing activities:
   Additions to property and equipment                   (86,636)      (729,272)
                                                      ----------     ----------
       Net cash used in investing
           activities                                    (86,636)      (729,272)

Cash flows from financing activities:
     Repurchase of common stock                         (120,526)            --
     Principal borrowings on
       long-term debt                                     60,000             --
                                                      ----------     ----------
      Net cash used in financing activities              (60,526)            --
                                                      ----------     ----------

Net increase (decrease) in cash                           73,136       (300,897)

Cash, beginning of the period                             44,958        378,816
                                                      ----------     ----------

Cash, end of period                                   $  118,094     $   77,919
                                                      ==========     ==========

Interest paid                                         $   20,476     $   11,688
Income taxes paid                                     $       --     $   53,664

                    THE ACCOMPANYING NOTE IS AN INTEGRAL PART
                    OF THE CONSOLIDATED FINANCIAL STATEMENTS.

                                     Page 5
<PAGE>

                     MEXCO ENERGY CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A.   Organization and Significant Accounting Policies
-------   ------------------------------------------------

     Organization and Basis of Presentation
     --------------------------------------

     Mexco Energy Corporation, a Colorado corporation, was organized in 1972 and
maintains its  principal  office in Midland,  Texas.  The Company and its wholly
owned   subsidiary,   Forman  Energy   Corporation,   a  New  York  corporation,
(collectively  the  "Company")  are  engaged  in the  acquisition,  exploration,
development  and  production  of oil and gas.  While the Company owns  producing
properties  and  undeveloped  acreage  in eleven  states,  the  majority  of its
activities are centered in the Permian Basin of West Texas. Although most of the
Company's oil and gas interests are operated by others,  the Company  operates a
number of properties in which it owns an interest.

     In the  opinion of  management,  the  accompanying  unaudited  consolidated
financial  statements  contain all adjustments  (consisting of normal  recurring
accruals)  necessary to present fairly the financial position of the Company and
its  wholly  owned  subsidiary  as of June  30,  2002,  and the  results  of its
operations and cash flows for the interim  periods ended June 30, 2002 and 2001.
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 A of the
"Notes to Consolidated  Financial  Statements" in the Company's annual report on
Form 10-K filed with the Securities and Exchange Commission. Certain information
and footnote  disclosures  normally included in financial statements prepared in
accordance with generally accepted accounting  principles have been condensed or
omitted  in  this  Form  10-Q  pursuant  to the  rules  and  regulations  of the
Securities and Exchange Commission. 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.

Principles of Consolidation
---------------------------

     The  accompanying  consolidated  balance sheets include the accounts of the
Company and its wholly owned subsidiary.  All significant  intercompany accounts
and transactions have been eliminated in consolidation.

Earnings Per Share
------------------

     Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period.  Diluted earnings
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  earnings per share and diluted  earnings per
share for the periods ended June 30, 2002 and 2001.

                                     Page 6
<PAGE>

                                         Three Months Ended
                                               June 30
                                      -----------------------
                                        2002           2001
                                      ---------      ---------
Weighted average number of
  common shares outstanding           1,754,338      1,771,146
Incremental shares from the
  assumed exercise of dilutive
  stock options                          10,406              0
                                      ---------      ---------
Dilutive potential common shares      1,764,744      1,771,146


     Options to purchase 200,000 and 240,000 shares outstanding at June 30, 2002
and June 30, 2001, respectively, were not included in the computation of diluted
net income per share because the exercise  price of the options was greater than
the average  market  price of the common stock of the  Company,  therefore,  the
effect would be antidilutive.

     Weighted average number of common shares outstanding and earnings per share
have been  adjusted  to reflect the 10% stock  dividend  effected on February 1,
2002.

Income Taxes
------------

     There is no current  income tax expense for the three months ended June 30,
2002 due to a tax loss  carryforward  of  approximately  $283,000  from the year
ending March 31, 2002.  During the  quarters  ended June 30, 2002 and 2001,  the
Company's tax provisions  were less than expected at statutory  rates because of
statutory depletion in excess of cost basis and the effect of graduated rates.

Stockholders' Equity
--------------------

During the quarter ended June 30, 2002,  the board of directors  authorized  the
purchase of 28,944 shares of the Company's  common stock  totaling  $120,526 for
the treasury account.

                     MEXCO ENERGY CORPORATION AND SUBSIDIARY
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS

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").  All  statements,  other than  statements of  historical  fact
included  in  MD&A,  including  statements  regarding  the  Company's  operating
strategy,  plans,  objectives and beliefs of management  for future  operations,
planned capital  expenditures and acquisitions are  forward-looking  statements.
Although   the  Company   believes   that  the   assumptions   upon  which  such
forward-looking  statements are based are  reasonable,  it can give no assurance
that such assumptions will prove to be correct.

                                     Page 7
<PAGE>

Liquidity and Capital Resources
-------------------------------

Historically,  the  Company's  sources  of  funding  have  been  from  operating
activities, bank financing and the issuance of common stock.

The Company's  focus is on increasing  profit  margins  while  concentrating  on
obtaining  gas reserves with low cost  operations  by acquiring  and  developing
primarily gas properties with potential for long-lived production.

For the first  three  months  of fiscal  2003,  cash  flow from  operations  was
$220,298  compared to $428,375 for the first three  months of fiscal  2002.  The
cash flow from operations for the first three months of fiscal 2003 included the
effects of an increase in deferred income taxes,  prepaid  expenses and accounts
receivable. Cash of $86,636 was used for additions to property and equipment and
cash of $120,526 was used to repurchase  the Company's  stock,  of which $60,000
came from borrowings. Accordingly, net cash increased $73,136.

In fiscal 2002,  the board of directors  authorized the use of up to $250,000 to
repurchase  shares of the  Company's  stock.  During  fiscal  2002,  the Company
repurchased  22,533  shares,  at an aggregate  cost of $91,231.  Of these shares
18,400 were reissued in exchange for oil and gas lease rights  representing  368
net mineral acres valued at  approximately  $83,000.  The remaining 4,133 shares
were  cancelled.  For fiscal 2003, the board of directors has authorized the use
of up to $250,000 to repurchase  shares of the Company's  common stock of which,
through July 31, the Company has used  $122,386 and  purchased  29,244 shares of
its common stock for the treasury account.

In March 2002,  the Company  acquired  867.40 gross  acres,  605.01 net acres in
Pecos  County,  Texas for  approximately  $107,000.  The Company had  possible 5
re-entries  and 4 proven  undeveloped  drilling  locations on this  acreage.  An
engineering study by reservoir  engineers credit  significant proven undeveloped
reserves to this acreage.  Development  of these  properties has begun in fiscal
2003 with the  re-entry of 2 abandoned  wellbores.  One of these  wellbores  was
re-entered  at an  approximate  cost to the Company of $45,000 and is  currently
shut-in due to  mechanical  problems  with the casing.  The second  re-entry was
completed  at an  approximate  cost to the Company of $103,500  and is currently
being  evaluated.  A third  re-entry has been  completed and is currently  being
tested.

The Company has acquired and also is reviewing several other projects for future
participation.  The  cost  of such  projects  would  be  funded,  to the  extent
possible,  with  existing  cash  balances  and cash  flow from  operations.  The
remainder may be funded through borrowings on the bank credit facility discussed
below.

At June 30,  2002,  the Company had working  capital of  approximately  $446,564
compared to working  capital of  approximately  $347,204 at March 31,  2002,  an
increase  of $99,360,  due  primarily  to an  increase  in accounts  receivable,
prepaid expenses and net income.

The Company's  revolving credit agreement with Bank of America,  N.A.  ("Bank"),
was  amended  to  provide  for a credit  facility  of  $5,000,000,  subject to a
borrowing  base  determination.  The borrowing base was decreased to $2,200,000,
with scheduled monthly reductions of the available borrowing base of $25,581 per
month beginning  September 5, 2002, and the maturity date is August 15, 2003. As
of June 30, 2002, the balance  outstanding  under this agreement was $1,770,000.
No principal  payments are  anticipated to be required for fiscal 2003. A letter
of credit  for  $50,000,  in lieu of a  plugging  bond  with the Texas  Railroad
Commission covering the properties the Company operates,

                                     Page 8
<PAGE>

is also  outstanding  under the  facility.  The  borrowing  base is  subject  to
redetermination  on or about August 1, of each year. Amounts borrowed under this
agreement are collateralized by the common stock of Forman and the Company's oil
and gas  properties.  Interest under this agreement is payable  monthly at prime
rate (4.75% at June 30, 2002). This agreement  generally restricts the Company's
ability to transfer assets or control of the Company, incur debt, extend credit,
change the nature of the Company's  business,  substantially  change  management
personnel or pay cash dividends.

The prices of natural gas and crude oil have fluctuated  significantly in recent
years as well as in recent  months.  Fluctuations  in price  have a  significant
impact on the Company's 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 for its working capital requirements and
capital expenditures for the current fiscal year.

Results of Operations - Three Months Ended June 30, 2002 and 2001
-----------------------------------------------------------------

Net income  decreased  61%, from $198,852 for the quarter ended June 30, 2001 to
$77,146 for the quarter ended June 30, 2002. Individual categories of income and
expense are discussed below.

Oil and gas sales  decreased  from $594,751 for the first quarter of fiscal 2002
to  $544,650  for the same  period of fiscal  2003.  This  decrease  of  $50,101
resulted from lower oil and gas prices.  Average gas prices decreased from $4.35
per mcf for the  first  quarter  of  fiscal  2002 to $2.96  per mcf for the same
period of fiscal 2003,  while average oil prices  decreased  from $24.69 per bbl
for the first  quarter of fiscal  2002 to $23.87  for the same  period of fiscal
2003. Oil and gas production  quantities were 4,492 barrels ("bbls") and 111,253
thousand  cubic feet ("mcf") for the first quarter of fiscal 2002 and 5,972 bbls
and 135,870 mcf for the same period of fiscal 2003,  an increase of 33% and 22%,
respectively.

Production costs decreased 1% from $157,403 for the first quarter of fiscal 2002
to $156,604 for the same period of fiscal 2003.

General and  administrative  expenses  increased 22% from $114,167 for the first
quarter of fiscal 2002 to $139,008 for the same period of fiscal  2003.  This is
primarily the result of an increase in financial consulting,  engineering,  land
and geological services during the quarter.

Depreciation,  depletion and amortization  based on production and other methods
increased 35%, from $91,196 for the first quarter of fiscal 2002 to $123,523 for
the same period of fiscal  2003  primarily  due to a greater  amount of reserves
attributable  to proved  undeveloped  properties  with  significant  development
costs.

Interest expense increased 98% from $10,529 for the first quarter of fiscal 2002
to $20,849 for the same period of fiscal 2003, due to increased borrowings.

Recently Issued Accounting Pronouncements
-----------------------------------------

In June 2001, the Financial  Accounting Standards Board (FASB) issued Statements
of Financial  Accounting  Standards No. 141 "Business  Combinations" and No. 142
"Goodwill and Other Intangible Assets". Statement 141 requires that all business
combinations  initiated  after June 30, 2001 be accounted for under the purchase
method and  Statement  142  requires  that  goodwill no longer be  amortized  to
earnings,  but instead be reviewed for impairment.  As of June 30, 2002 there is
no impact on the Company's  financial  statements,  as no business  combinations
have been entered  into,  thus the potential  for  associated  goodwill does not
currently exist.

                                     Page 9
<PAGE>

In June 2001, the FASB issued Statement No. 143 "Accounting for Asset Retirement
Obligations"  which establishes  requirements for the accounting of removal-type
costs  associated with asset  retirements.  The standard is effective for fiscal
years beginning after June 15, 2002, with earlier application encouraged.  As of
June 30, 2002, the Company expects no impact to the financial  statements,  upon
adoption,  as we  have  not  incurred  any  obligations  associated  with  asset
retirements.

On  October 3, 2001,  the FASB  issued  Statement  No. 144  "Accounting  for the
Impairment or Disposal of Long-Lived Assets". This pronouncement  supercedes FAS
121  "Accounting  for the  Impairment  of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed"  and  eliminates  the  requirement  of  Statement  121 to
allocate  goodwill to long-lived  assets to be tested for impairment.  Statement
144 also describes a probability-weighted  cash flow estimation approach to deal
with situations in which  alternative  courses of action to recover the carrying
amount of a long-lived asset are under consideration or a range is estimated for
the amount of possible  future cash flows.  The  statement  also  establishes  a
"primary-asset"  approach to  determine  the cash flow  estimation  period for a
group of assets and  liabilities  that  represents  the unit of accounting for a
long-lived  asset to be held and used.  The  provisions  of this  Statement  are
effective  for  financial  statements  issued for fiscal years  beginning  after
December 15, 2001,  and interim  periods  within those fiscal years,  with early
adoption  encouraged.  There is no  current  impact to the  Company's  financial
statements.

In April 2002, the FASB issued Statement No. 145, "Rescission of FASB Statements
No.  4,  44,  and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical
Corrections."  Most  significantly,  this Statement  eliminates the  requirement
under  Statement 4 to  aggregate  all gains and losses from  extinguishments  of
debt,  and if material,  be  classified as an  extraordinary  item. As a result,
gains  and  losses  from   extinguishments  of  debt  should  be  classified  as
extraordinary  items only if they meet the criteria in Opinion 30.  Applying the
provisions  of  Opinion  30 will  distinguish  transactions  that are part of an
entity's recurring  operations from those that are unusual or infrequent or that
meet the criteria  for  classification  as an  extraordinary  item.  There is no
current impact to the Company's financial statements.

In July  2002,  the  FASB  issued  Statement  No.  146,  "Accounting  for  Costs
Associated with Exit or Disposal Activities." The standard requires companies to
recognize  costs  associated  with  exit or  disposal  activities  when they are
incurred  rather than at the date of a commitment  to an exit or disposal  plan.
Statement  146 is to be applied  prospectively  to exit or  disposal  activities
initiated  after  December  31,  2002.  The  Company  expects  no  impact to its
financial  statement as the Company does not anticipate  exiting or disposing of
any of its activities.

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The primary sources of market risk for the Company include  fluctuations in
commodity prices and interest rate  fluctuations.  At June 30, 2002, the Company
had  not  entered  into  any  hedge  arrangements,  commodity  swap  agreements,
commodity futures, options or other similar agreements relating to crude oil and
natural gas.

     At June 30, 2002, the Company had an outstanding loan balance of $1,770,000
under its $5.0 million revolving credit  agreement,  which bears interest at the
prime  rate,  which  varies  from  time to  time.  If the  interest  rate on the
Company's  bank  debt  increases  or  decreases  by one  percentage  point,  the
Company's annual pretax income would change by $17,700, based on the outstanding
balance.

     Credit Risk.  Credit risk is the risk of loss as a result of nonperformance
by other parties of their contractual obligations.  The Company's primary credit
risk is related to oil and gas  production  sold to various  purchasers  and the
receivables generally are

                                    Page 10
<PAGE>

uncollateralized. At June 30, 2002, the Company's largest credit risk associated
with any single  purchaser  was  $59,029.  The Company has not  experienced  any
significant credit losses.

     Volatility of Oil and Gas Prices. The Company's revenues, operating results
and future rate of growth are  dependent  upon the prices  received  for oil and
gas. Historically, the markets for oil and gas have been volatile and are likely
to continue to be so in the future.  Various  factors  beyond the control of the
Company affect the price of oil and gas,  including but not limited to worldwide
and  domestic  supplies  of oil and  gas,  the  ability  of the  members  of the
Organization of Petroleum Exporting Countries to agree to and maintain oil price
and   production   controls,   political   instability   or  armed  conflict  in
oil-producing  regions,  the price and level of  foreign  imports,  the level of
consumer  demand,   the  price  and  availability  of  alternative   fuels,  the
availability  of pipeline  capacity,  weather  conditions,  domestic and foreign
governmental  regulation and the overall economic  environment.  Any significant
decline in prices would  adversely  affect the Company's  revenues and operating
income and may require a reduction in the carrying  value of the  Company's  oil
and gas properties.

PART II - OTHER INFORMATION

Item 1.   Legal proceedings
          -----------------

          None.

Item 2.   Changes in securities
          ---------------------

          Refer to Note A in Notes to Consolidated  Financial  Statements  under
          the heading Stockholders' Equity.

Item 3.   Defaults upon senior securities
          -------------------------------

          None.

Item 4.   Submission or matters to a vote of security holders
          ---------------------------------------------------

          The Annual Meeting of  shareholders  of Mexco Energy  Corporation  was
          held on August 8, 2002. At the meeting,  the shareholders voted on the
          election  of  directors  and  the  ratification  of the  selection  of
          independent  auditors.  The following seven nominees were each elected
          to the Board for a one-year term: Thomas Graham, Jr., Thomas Craddick,
          William G. Duncan,  Arden  Grover,  Jack Ladd,  Nicholas C. Taylor and
          Donna Gail Yanko. Additionally, the appointment of  Grant Thornton LLP
          as  independent  auditors  for the  Company for the fiscal year ending
          March 31, 2003 was ratified.

Item 5.   Other Information
          -----------------

          None.

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

          a)   Exhibits

          99.1  Certification  Pursuant to 18 U.S.C.  Section  1350,  as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          99.2  Certification  Pursuant to 18 U.S.C.  Section  1350,  as adopted
          pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          b)   Reports on Form 8-K - No  reports  on Form 8-K were filed  during
               the quarter ended June 30, 2002.

                                    Page 11
<PAGE>

                                   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: August 12, 2002                  /s/ Nicholas C. Taylor
                                        -------------------------------------
                                        Nicholas C. Taylor
                                        President


Dated: August 12, 2002                  /s/ Tamala L. McComic
                                        -------------------------------------
                                        Tamala L. McComic
                                        Treasurer, Controller and
                                        Assistant Secretary

                                    Page 12
<PAGE>