UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                           ----------------------------
                                  FORM 10-K/A-1
(Mark One)

[  ] Annual  report  pursuant  to  Section  13 or 15(d) of the  Securities
     Exchange Act of 1934 For the Fiscal year ended December 31, 2000
                                       OR
[  ] Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the transition period from ___________ to _______________

                       Commission file number: 000-23701

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

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

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

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

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

     Securities  to  be  registered   pursuant  to Section 12(b) of the Act:
                                      None

     Securities  to  be  registered   pursuant  to Section 12(g) of the Act:
                           10.5% Senior Notes due 2004
                                (Title of Class)

         Indicate  by check  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
Yes _____   No_____

         Indicate by check mark if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [ ]

     As of March 30, 2001, Southwest Royalties,  Inc. had outstanding 100 shares
of common stock,  $.10 par value,  which is its only class of stock. As of March
30, 2001, Southwest Royalties Holdings, Inc. had outstanding 946,488 and 129,046
shares of common and redeemable common stock, respectively.  The common stock of
Southwest Royalties Holdings, Inc. is not traded on any exchange and, therefore,
its aggregate market value and the value of shares held by nonaffiliates  cannot
be determined.  All of the outstanding shares of Southwest  Royalties,  Inc. and
Southwest  Royalties  Holdings,  Inc. are held by Southwest  Royalties Holdings,
Inc.

<PAGE>


                                EXPLANATORY NOTE

         Southwest  Royalties  Holdings,   Inc.  and  its  subsidiary  Southwest
Royalties, Inc. (collectively,  the "Company") is filing this Amendment No. 1 to
its  Annual  Report  on Form  10-K for the year  ended  December  31,  2000 (the
"10-K"),  as previously  filed with the Securities and Exchange  Commission (the
"SEC") on April 4, 2001, solely to clarify that,  notwithstanding  the Company's
filing of the 10-K,  as well as the filing of quarterly  and current  reports by
the Company,  the Company is not subject to the  reporting  requirements  of the
Exchange Act of 1934, as amended (the "Act").  Furthermore,  the Company will no
longer  file  annual,  quarterly  or  current  reports  unless  and until it has
registered securities under the Act.

         On  May  9,  2000  the  Company  filed  a  Form  15  to  terminate  the
registration   of  its  Senior   Notes  Due  2004  (the   "Notes")   under  Rule
12g-4(a)(1)(i)  of the Act and to suspend  its duty to file  reports  under Rule
12h-3(b)(1)(i)  of the Act.  Because of its  contractual  obligations  under the
indenture  governing  the Notes,  the Company has continued to file reports with
the SEC.  Additionally,  the  Company has  inadvertently  checked the box on its
reports  indicating that it is subject to Section 15(d) reporting  requirements.
Notwithstanding  these  filings and the  incorrectly  marked box, the Company is
not, and has not been since 2000,  subject to the reporting  requirements  under
the Act.  At  present,  the  Company is not  permitted  to  continue to file the
reports  specified  in Section 13 of the Act.  Accordingly,  the Company will no
longer file such  reports  with the SEC unless and until the  Company  registers
under the Act.

         Except as set forth  above and except for the removal of the check from
the box  indicating  that the Company  filed the 10-K  pursuant to Section 13 or
15(d) of the Act,  the Company  hereby  incorporates  by  reference  the 10-K as
originally filed on April 4, 2001.



                                   SIGNATURES

                            SOUTHWEST ROYALTIES, INC.

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

                                 SOUTHWEST ROYALTIES, INC.

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

                                 Date:  March 14, 2002

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                           TITLE                      DATE

/s/ H.H. Wommack, III          Chairman/President/         March 14, 2002
----------------------         Chief Executive Officer

/s/ Bill E. Coggins            Vice President/Chief        March 14, 2002
----------------------         Financial Officer

/s/ H. Allen Corey             Director/Secretary          March 14, 2002
----------------------



                                 SIGNATURES

                       SOUTHWEST ROYALTIES HOLDINGS, INC.

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

                                 SOUTHWEST ROYALTIES HOLDINGS, INC.

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

                                 Date:  March 14, 2002

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURE                               TITLE                     DATE

/s/ H.H. Wommack, III             Chairman/President/         March 14, 2002
----------------------------      Chief Executive Officer

/s/ Bill E. Coggin                Vice President/Chief        March 14, 2002
----------------------------      Financial Officer

/s/ H. Allen Corey                Director/Secretary          March 14, 2002
----------------------------