Exhibit
3.1








MEXCO
ENERGY CORPORATION





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B Y - L A
W S





AMENDED
AS OF NOVEMBER 15, 2008


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ARTICLE
I


OFFICES





Section
1.          The registered
office shall be located at 4988 W. Fair Avenue in Littleton, Colorado,
80123.


Section
2.          The corporation
may also have offices at such other places both within and without the State of
Colorado as the board of directors may from time to time determine or the
business of the corporation may require.





ARTICLE
II


ANNUAL
MEETINGS OF SHAREHOLDERS





Section
1.          All meetings of
shareholders for the election of directors shall be held in the City of Midland,
State of Texas, at such place as may be fixed from time to time by the board of
directors, or such other place either within or without the State of Colorado as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting.


Section
2.          Annual meetings of
shareholders shall be held on the second Thursday in September, if not a legal
holiday, and if a legal holiday, then on the next secular day following, at ten
o’clock A.M., or such other date as shall be designated from time to time by the
board of directors and stated in the notice of the meeting, at which they shall
elect by a majority vote a board of directors, and transact such other business
as may properly be brought before the meeting.





ARTICLE
III


SPECIAL
MEETINGS OF SHAREHOLDERS





Section
1.          Special meetings
of shareholders for any purpose other than the election of directors may be held
at such time and place within or without the State of Colorado as shall be
stated in the notice of the meeting or in a duly executed waiver of notice
thereof.


Section
2.          Special meetings
of the shareholders, for any purpose or purposes, unless otherwise prescribed by
statute or by the articles of incorporation, may be called by the president, the
board of directors, or the holders of not less than one-tenth of all the shares
entitled to vote at the meeting.


Section
3.          Written or printed
notice of a special meeting stating the place, day and hour of the meeting and
the purpose or purposes for which the meeting is called, shall be delivered not
less than ten nor more than fifty days before the date of the meeting, either
personally or by mail, by or at the direction of the president, the secretary,
or the officer or persons calling the meeting, to each shareholder of record
entitled to vote at such meeting.


Section
4.          The business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.





ARTICLE
IV


QUORUM
AND VOTING OF STOCK





Section
1.          The holders of a
majority of the shares of stock issued and outstanding and entitled to vote,
represented in person or by proxy, shall constitute a quorum at all meetings of
the shareholders for the transaction of business except as otherwise provided by
statute or by the articles of incorporation. If, however, such quorum shall not
be present or represented at any meeting of the shareholders, the shareholders
present in person or represented by proxy shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.




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Section
2.          If a quorum is
present, the affirmative vote of a majority of the shares of stock represented
at the meeting shall be the act of the shareholders unless the vote of a greater
number of shares of stock is required by law or the articles of
incorporation.


Section
3.          Each outstanding
share of stock, having voting power, shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. A shareholder may vote
either in person or by proxy executed in writing by the shareholder or by his
duly authorized attorney-in-fact.


Section
4.          Any action
required to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.





ARTICLE
V


DIRECTORS





Section 1.   The number of
directors shall be not less than one nor more than ten.  Directors
need not be residents of the State of Colorado nor shareholders of the
corporation. The directors, other than the first board of directors, shall be
elected at the annual meeting of the shareholders, and each director elected
shall serve until the next succeeding annual meeting and until his successor
shall have been elected and qualified. The first board of directors shall hold
office until the first annual meeting of shareholders.


Section 2.   Vacancies and newly
created directorships resulting from any increase in the number of directors may
be filled by a majority of the directors then in office, though less than a
quorum, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify. Also,
newly created directorships resulting from any increase in the number of
directors may be filled by election at an annual or at a special meeting of
shareholders called for that purpose.


Section
3.          The business
affairs of the corporation shall be managed by its board of directors which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by statute or by the articles of incorporation or by these
by-laws directed or required to be exercised or done by the
shareholders.


Section
4.          The directors may
keep the books of the corporation, except such as are required by law to be kept
within the state, outside of the State of Colorado, at such place or places as
they may from time to time determine.


Section
5.          The board of
directors, by the affirmative vote of a majority of the directors then in
office, and irrespective of any personal interest of any of its members, shall
have authority to establish reasonable compensation of all directors for
services to the corporation as directors, officers or otherwise.


Section
6.          A director whose
term has ended, or resigns or is removed,  may deliver a statement to
that effect to the Secretary of State.





ARTICLE
VI


MEETINGS
OF THE BOARD OF DIRECTORS





Section
1.          Meetings of the
board of directors, regular or special, may be held either within or without the
State of Colorado.


Section
2.          The first meeting
of each newly elected board of directors shall be held at such time and place as
shall be fixed by the vote of the shareholders at the annual meeting and no
notice of such meeting shall be necessary to the newly elected directors in
order legally to constitute the meeting, provided a quorum shall be present, or
it may convene at such place and time as shall be fixed by the consent in
writing of all the directors.


Section
3.          Regular meetings
of the board of directors may be held upon such notice, or without notice, and
at such time and at such place as shall from time to time be determined by the
board.


Section
4.          Special meetings
of the board of directors may be called on at least two days’ notice to each
director, either personally or by mail or by telegram.


Section
5.          Attendance of a
director at any meeting shall constitute a waiver of notice of such meeting,
except where a director attends for the express purpose of objecting to the
transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.


Section
6.          A majority of the
directors shall constitute a quorum for the transaction of business unless a
greater number is required by law or by the articles of incorporation. The act
of a majority of the directors present at any meeting at which a quorum is
present shall be the act of the board of directors, unless the act of a greater
number is required by statute or by the articles of incorporation. If a quorum
shall not be present at any meeting of directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.


Section
7.          Any action
required or permitted to be taken at a meeting of the directors may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors entitled to vote with respect to the
subject matter thereof.




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ARTICLE
VII


COMMITTEES





Section
1.          The board of
directors, by resolution adopted by a majority of the number of directors fixed
by the by-laws or otherwise, may designate two or more directors to constitute
such committee or committees as may be deemed appropriate including an executive
committee, which committees, to the extent provided in such resolution, shall
have and exercise any authority of the board of directors in the management of
the corporation, except as otherwise required by law. Vacancies in the
membership of a committee shall be filled by the board of directors at a regular
or special meeting of the board of directors. Such committees shall keep regular
minutes of their proceedings and report the same to the board when
required.





ARTICLE
VIII


NOTICES





Section
1.          Whenever, under
the provisions of the statutes or of the articles of incorporation or of these
by-laws, notice is required to be given to any director or shareholder, it shall
not be construed to mean personal notice, but such notice may be given in
written, by mail, addressed to such director or share- holder, at his address as
it appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time when the same shall be
deposed in the United States mail. Notice to directors may also be given by
telegram.


Section
2.          Whenever any
notice whatever is required to be given under the provisions of the statutes or
under the provisions of the articles of incorporation or these by-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.





ARTICLE
IX


OFFICERS





Section
1.          The officers of
the corporation shall be chosen by the board of directors and shall be a
president, a vice- president, a secretary and a treasurer. The board of
directors may also choose additional vice-presidents, and one or more assistant
secretaries and assistant treasurers.


Section
2.          The board of
directors at its first meeting after each annual meeting of shareholders shall
choose a president, one or more vice-presidents, a secretary and a treasurer,
none of whom need be a member of the board.


Section
3.          The board of
directors may appoint such other officers and agents as it shall deem necessary
who shall hold their offices for such terms and shall exercise such powers and
perform such duties as shall be determined from time to time by the board of
directors.


Section
4.          The salaries of
all officers and agents of the corporation shall be fixed by the board of
directors.


Section
5.          The officers of
the corporation shall hold office until their successors are chosen and qualify.
Any officer elected or appointed by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors. Any
vacancy occurring in any office of the corporation shall be filled by the board
of directors.





THE
PRESIDENT





Section 6.   The president shall
be the chief executive officer of the corporation, shall preside at all meetings
of the shareholders and the board of directors, shall have general and active
management of the business of the corporation and shall see that all orders and
resolutions of the board of directors are carried into effect.


Section 7.   He shall execute
bonds, mortgages and other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be otherwise signed
and executed and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.





THE
VICE-PRESIDENTS





Section
8.          The
vice-president, or if there shall be more than one, the vice-presidents in the
order determined by the board of directors, shall, in the absence or disability
of the president, perform the duties and exercise the powers of the president
and shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.




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THE
SECRETARY AND ASSISTANT SECRETARIES





Section
9.          The secretary
shall attend all meetings of the board of directors and all meetings of the
shareholders and record all the proceedings of the meetings of the corporation
and of the board of directors in a book to be kept for that purpose and shall
perform like duties for the standing committees when required. He shall give, or
cause to be given, notice of all meetings of the shareholders and special
meetings of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or president, under whose supervision he
shall be. He shall have custody of the corporate seal of the corporation and he,
or an assistant secretary, shall have authority to affix the same to any
instrument requiring it and when so affixed, it may be attested by his signature
or by the signature of such assistant secretary. The board of directors may give
general authority to any other officer to affix the seal of the corporation and
to attest the affixing by his signature.


Section
10.        The assistant secretary, or
if there be more than one, the assistant secretaries in the order determined by
the board of directors, shall, in the absence or disability of the secretary,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.





THE
TREASURER AND ASSISTANT TREASURERS





Section
11.        The treasurer shall have the
custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and
shall deposit all moneys and other valuable effects in the name and to the
credit of the corporation in such depositories as may be designated by the board
of directors.


Section
12.        The treasurer shall disburse
the funds of the corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, and shall render to the president and
the board of directors, at its regular meetings, or when the board of directors
so requires, an account of all his transactions as treasurer and of the
financial condition of the corporation.


Section
13.        If required by the board of
directors, the treasurer shall give the corporation a bond in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of such office and for the restoration to
the corporation, in case of the treasurer’s death, resignation, retirement or
removal from office, of all books, papers, vouchers, money and other property of
whatever kind in the treasurer’s possession or under his control belonging to
the corporation.


Section
14.        The assistant treasurer, or,
if there shall be more than one, the assistant treasurers in the order
determined by the board of directors, shall, in the absence or disability of the
treasurer, perform the duties and exercise the powers of the treasurer and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.





ARTICLE
X


SHARES OF
STOCK





Section
1.          The shares of
stock of the corporation shall be represented by certificates or uncertificated
shares.


Except as
otherwise provided by law, the rights and obligations of the holders of
uncertificated shares and the rights and obligations of the holders of
certificates representing shares of the same class and series shall be
identical.


When the
corporation is authorized to issue shares of more than one class, a statement
that the corporation will furnish, to any shareholder upon request and without
charge shall be set forth upon the face or back of the certificate or furnished
in written form to uncertificated shareholders, a full statement of the
designations, preferences, limitations, and relative rights of the shares of
each class authorized to be issued and, if the corporation is authorized to
issue any preferred or special class in series, the variations in the relative
rights and preferences between the shares of each such series so far as the same
have been fixed and determined and the authority of the board of directors to
fix and determine the relative rights and preferences of subsequent
series.


Section
2.          Certificated
shares of the Corporation shall be signed, (either manually or by facsimile), by
the chairman or vice chairman of the board of directors or by the president or a
vice- president and by the treasurer or an assistant treasurer or by the
secretary or an assistant secretary of the corporation, and may be sealed with
the seal of the corporation.


The
signatures of the officers of the corporation upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee of
the corporation. In case any officer who has signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer at the date of its issue.




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Section
3.   Within a reasonable
time after the issuance or transfer of uncertificated shares, and at least
annually thereafter, the Corporation shall send the shareholder a written
statement certifying the number of shares owned by such shareholder in the
Corporation.





LOST
CERTIFICATES





Section
4.          The board of
directors may direct a new certificate or statement of uncertificated shares to
be issued in place of any certificate theretofore issued by the corporation
alleged to have been lost or destroyed.  When authorizing such issue
of a new certificate or statement of uncertificated shares, the board of
directors, in its discretion and as a condition precedent to the issuance
thereof, may prescribe such terms and conditions as it deems expedient, and may
require such indemnities as it deems adequate, to protect the corporation from
any claim that may be made against it with respect to any such certificate
alleged to have been lost or destroyed.





TRANSFERS
OF SHARES





Section
5.          Upon surrender to
the corporation or the transfer agent of the corporation of a certificate
representing shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, or upon instructions from the
holder of uncertificated shares, in each case with such proof of the
authenticity of signature as the corporation or the transfer agent may
reasonably require, shares may be transferred and the transaction recorded upon
the books of the corporation.  A statement of uncertificated shares or
a new certificate shall be issued to the person entitled thereto, and the old
certificate or uncertificated shares cancelled.





FIXING
THE RECORD DATE





Section
6.          For the purpose of
determining shareholders entitled to notice of a shareholder’s meeting, to
demand a special meeting, to vote or in order to make a determination of
shareholders form any other proper purpose, the board of directors may provide
that the record date be fixed not more than seventy days before the meeting or
action requiring a determination of shareholders.





LIST OF
SHAREHOLDERS





Section
7.          The officer or
agent having charge of the transfer books for shares shall make, at least ten
days before each meeting of shareholders, a complete list of the shareholders
entitled to vote at such meeting, arranged in alphabetical order, with the
address of each and the number of shares held by each, which list, for a period
of ten days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any shareholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The original share ledger
or transfer book, or a duplicate thereof, shall be prima facie evidence as to
who are the shareholders entitled to examine such list or share ledger or
transfer book or to vote at any meeting of the shareholders.





ARTICLE
XI


GENERAL
PROVISIONS


DIVIDENDS





Section
1.          Subject to the
provisions of the articles of incorporation relating thereto, if any, dividends
may be declared by the board of directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to any provisions of the articles of
incorporation.


Section
2.          Before payment of
any dividend, there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interest of the corporation, and the directors may modify or abolish any
such reserve in the manner in which it was created.





CHECKS





Section
3.          All checks or
demands for money and notes of the corporation shall be signed by such officer
or officers or such other person or persons as the board of directors may from
time to time designate.




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FISCAL
YEAR





Section
4.          The fiscal year of
the corporation shall be fixed by resolution of the board of
directors.





SEAL





Section
5.          The corporate seal
shall have inscribed thereon the name of the corporation, the year of its
organization and the words “Corporate Seal, Colorado”. The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any manner
reproduced.





ARTICLE
XII


AMENDMENTS





Section
1.          These by-laws may
be altered, amended, or repealed or new by-laws may be adopted by the
affirmative vote of a majority of the board of directors at any regular or
special meeting of the board.





ARTICLE
XIII


INDEMNIFICATION
OF DIRECTORS, OFFICERS AND EMPLOYEES





Section
1.          The Corporation
shall indemnify all of its directors, officers and employees to the extent
authorized and permitted by Article 109 of the Colorado Business Corporation
Act, as amended.








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