<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>falcon13d-1202.txt
<DESCRIPTION>MEXCO ENERGY CORPORATION
<TEXT>

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   ----------

                                  SCHEDULE 13D
                                 (RULE 13D-101)

             INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
            TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(A)

                           (AMENDMENT NO. ________)1

                            Mexco Energy Corporation
--------------------------------------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.50 par value
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    592770101
--------------------------------------------------------------------------------
                                 (CUSIP Number)

                                Richard R. Albro
                          Falcon Bay Operating, L.L.C.
                          600 N. Marienfeld, Suite 900
                              Midland, Texas 79701
                                  915-682-7424
--------------------------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)

                                December 5, 2002
--------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)

     If the filing  person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this  schedule  because  of Rule  13d-1(e),  13d-1(f)  or  13d-1(g),  check  the
following box [ ]

          Note.  Schedules filed in paper format shall include a signed original
     and five copies of the schedule, including all exhibits. See Rule 13d-7 for
     other parties to whom copies are to be sent.

                         (Continued on following pages)

---------------------
     1    The  remainder  of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

     The  information  required on the remainder of this cover page shall not be
deemed to be "filed"  for the purpose of Section 18 of the  Securities  Exchange
Act of 1934 or otherwise  subject to the liabilities of that section of the Act,
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

                                Page 1 of 5 Pages
<PAGE>

--------------------                                           -----------------
CUSIP NO. 592770101                    13D                     PAGE 2 OF 5 PAGES
         -----------                                               ---  ---
--------------------                                           -----------------

--------------------------------------------------------------------------------
1    NAMES OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

          Falcon Bay Operating, L.L.C.
--------------------------------------------------------------------------------
2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                   (a) [ ]
                                                                         (b) [ ]

--------------------------------------------------------------------------------
3    SEC USE ONLY


--------------------------------------------------------------------------------
4    SOURCE OF FUNDS*

          00
--------------------------------------------------------------------------------
5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
     TO ITEM 2(d) or 2(e)                                                    [ ]

--------------------------------------------------------------------------------
6    CITIZENSHIP OR PLACE OF ORGANIZATION

          Texas
--------------------------------------------------------------------------------
               7    SOLE VOTING POWER

                         107,500
               -----------------------------------------------------------------
 NUMBER OF     8    SHARED VOTING POWER
   SHARES
BENEFICIALLY
  OWNED BY     -----------------------------------------------------------------
    EACH       9    SOLE DISPOSITIVE POWER
 REPORTING
PERSON WITH              107,500
               -----------------------------------------------------------------
               10   SHARED DISPOSITIVE POWER


--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

          107,500
--------------------------------------------------------------------------------
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]


--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

          5.8%
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON*

          00
--------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT!

                                Page 2 of 5 Pages
<PAGE>

ITEM 1. SECURITY AND ISSUER

     This  statement  relates to the common  stock,  $.50 par value (the "Common
Stock") of Mexco Energy Corporation,  a Colorado corporation (the "Issuer"). The
address of the  principle  executive  offices  of the Issuer is 214 West  Texas,
Suite 1101, Midland, Texas 79701.

ITEM 2. IDENTITY AND BACKGROUND

     The reporting person filing this statement is Falcon Bay Operating,  L.L.C.
("Falcon Bay"), which is a limited liability company organized under the laws of
the State of Texas.  The address of its principal  business and principal office
is 600 N. Marienfeld,  Suite 900, Midland,  Texas 79701.  Falcon Bay's principal
business is the acquisition  and  development of oil and gas properties.  Falcon
Bay has not,  during  the last five (5)  years,  been  convicted  in a  criminal
proceeding or been a party to a civil proceeding of a judicial or administrative
body of competent  jurisdiction,  and as a result of such proceeding,  was or is
subject to a judgment,  decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

     With respect to Instruction C of the General  Instructions to Schedule 13D,
the following information is provided for the following persons as the officers,
managers and controlling  persons of Falcon Bay in response to Items (a) through
(f) of Item 2 of Schedule 13D:

     1.   (a)  W. Michael Ford
          (b)  600 N. Marienfeld, Suite 900, Midland, Texas 79701
          (c)  President and Member of Falcon Bay
          (d)  No
          (e)  No
          (f)  United States

     2.   (a)  Richard R. Albro
          (b)  600 North Marienfeld, Suite 900, Midland, Texas 79701
          (c)  Vice President and Member of Falcon Bay
          (d)  No
          (e)  No
          (f)  United States

     3.   (a)  Anthony B. Sam
          (b)  600 North Marienfeld, Suite 900, Midland, Texas 79701
          (c)  Vice President and Member of Falcon Bay
          (d)  No
          (e)  No
          (f)  United States

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     Pursuant to that certain Exploration Agreement dated as of December 5, 2002
by and  between  the Issuer and Falcon Bay (the  "Exploration  Agreement"),  the
Issuer issued to Falcon Bay on December 5, 2002 a Common Stock Purchase  Warrant
to purchase  107,500  shares of Common Stock (the  "Outstanding  Warrant").  The
Outstanding  Warrant is exercisable at a purchase price of $5.00 per share,  and
expires on December  5, 2004.  The number of shares  covered by the  Outstanding
Warrant  are  subject  to  adjustment  upon any  stock  split,  stock  dividend,
reorganization, reclassification, merger, sale of all or

                                Page 3 of 5 Pages
<PAGE>

substantially  all  of the  assets  of  the  Issuer,  and  similar  events.  The
acquisition  of the  Outstanding  Warrant  (which  includes the right to acquire
shares of Common Stock within sixty (60) days upon  exercise of the  Outstanding
Warrant) is the basis for Falcon Bay filing this  Schedule  13D. In exchange for
the Outstanding Warrant and other consideration  described below, Falcon Bay has
agreed to provide  the  Issuer  with the right to  participate  in and share the
promotional  interests on certain oil and gas prospects and lease sales to third
parties  pursuant  and subject to the terms and  conditions  of the  Exploration
Agreement. A copy of the Outstanding Warrant is attached as an exhibit hereto.

ITEM 4. PURPOSE OF TRANSACTION

     The purpose of the acquisition by Falcon Bay of beneficial ownership of the
shares  represented  by the  Outstanding  Warrant  was to  serve  as part of the
consideration given by the Issuer to Falcon Bay under the Exploration Agreement.

     (a)  As discussed under Item 6 below,  Falcon Bay may acquire an additional
warrant  and  other  shares  of  Common  Stock  pursuant  to  the  terms  of the
Exploration Agreement.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

     (a)  Falcon  Bay   beneficially   owns  107,500   shares  of  Common  Stock
represented by the Outstanding Warrant,  constituting  approximately 5.8% of the
total issued and  outstanding  shares of Common  Stock,  based upon its right to
acquire such shares upon exercise of the  Outstanding  Warrant within sixty (60)
days of the date hereof.  None of the persons  other than Falcon Bay  identified
under Item 2 hereof beneficially own any shares of Common Stock.

     (b)  Falcon  Bay has the sole power to vote or direct the vote and the sole
power to  dispose or to direct  the  disposition  of all of the shares of Common
Stock which it beneficially owns as described above.

     (c)  Other than the acquisition of the  Outstanding  Warrant on December 5,
2002, none of the persons identified in (a) above effected any transactions with
respect to the Common Stock for a period of sixty (60) days prior to the date of
this Schedule 13D.

     (d)  None.

     (e)  Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.

     Upon  closing of the sale of four (4)  selected  oil and gas  prospects  to
third parties  pursuant to the Exploration  Agreement,  the Issuer will issue to
Falcon Bay an additional common stock purchase warrant to purchase an additional
322,500 shares of Common Stock (the "Future Warrant").  Falcon Bay does not have
any  beneficial  ownership to the shares which may become  subject to the Future
Warrant at this time,  and any rights or interests  in or to the Future  Warrant
are  contingent  upon  the  satisfaction  of the  conditions  set  forth  in the
Exploration  Agreement and the issuance of the Future  Warrant.  If issued,  the
Future Warrant will be  exercisable at a purchase price of $5.00 per share,  and
will  expire  two (2)  years  after the  expiration  of the  Issuer's  option to
participate in the last of the four (4) oil and gas prospects.

                                Page 4 of 5 Pages
<PAGE>

     Also pursuant to the  Exploration  Agreement,  the Issuer has the option to
acquire interests in selected oil and gas properties by exchanging  unregistered
Common Stock for such interests. For purposes of this exchange, the Common Stock
will be valued at 84% of the average price of the Common Stock for the longer of
(i) the period from the date of the sale of the oil and gas  property  until the
spud date of the initial  well drilled on that  property,  or (ii) the sixty day
period after the date of the sale of the oil and gas property.

     Falcon Bay has certain  registration  rights with  respect to the shares of
Common Stock which it may acquire through exercise of the Outstanding Warrant or
the  Future  Warrant  or  otherwise  acquire  under the  Exploration  Agreement,
pursuant to that certain  Registration  Rights Agreement dated as of December 5,
2002 by and between the Issuer and Falcon Bay. A copy of the Registration Rights
Agreement is attached as an exhibit hereto.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

     7.1. - Common  Stock  Warrant No. 1 issued by Mexco Energy  Corporation  to
Falcon Bay Energy,  L.L.C.  to purchase  107,500 shares of Common Stock of Mexco
Energy Corporation.

     7.2 -  Registration  Rights  Agreement  dated as of December 5, 2002 by and
between Mexco Energy Corporation and Falcon Bay Operating, L.L.C.

SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

   December 11, 2002                    FALCON BAY OPERATING, L.L.C.
-----------------------
         Date
                                        By: /s/ Richard R. Albro
                                           -------------------------------------
                                            Richard R. Albro, Vice President

                                Page 5 of 5 Pages
<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.                        DESCRIPTION OF EXHIBIT
-----------                        ----------------------

   7.1         Common Stock Warrant No. 1 issued by Mexco Energy  Corporation to
               Falcon Bay Energy,  L.L.C.  to purchase  107,500 shares of Common
               Stock of Mexco Energy Corporation.

   7.2         Registration Rights Agreement dated as of December 5, 2002 by and
               between Mexco Energy Corporation and Falcon Bay Operating, L.L.C.

                                  Exhibit Index

</TEXT>
</DOCUMENT>
