MEXCO ENERGY CORPORATION

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                                  B Y - L A W S

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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,  commencing with the year 1993,
shall be held on the second  Tuesday in July, if not a legal  holiday,  and if a
legal holiday,  then on the next secular day following,  at two o'clock P.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

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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.

     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

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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,

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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.

                                   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

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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.

                     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,

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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
                             CERTIFICATES FOR SHARES

     Section  1.  The  shares  of  the  corporation   shall  be  represented  by
certificates  signed 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 or a facsimile thereof.

         When the  corporation  is  authorized  to issue shares of more than one
class

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there  shall  be set  forth  upon the  face or back of the  certificate,  or the
certificate  shall have a statement  that the  corporation  will  furnish to any
shareholder   upon  request  and  without  charge,   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.  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.

                                LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued
in place of any certificate  there to fore issued by the corporation  alleged to
have been lost or destroyed.  When  authorizing such issue of a new certificate,
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 4. 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,  a new
certificate  shall  be  issued  to the  person  entitled  thereto,  and  the old
certificate  cancelled  and the  transaction  recorded  upon  the  books  of the
corporation.

                             FIXING THE RECORD DATE

     Section 5. 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.

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                              LIST OF SHAREHOLDERS

     Section 6. 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.

                                   FISCAL YEAR

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

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                                      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.