<DOCUMENT>
<TYPE>DEF 14C
<SEQUENCE>1
<FILENAME>def14c-703.txt
<DESCRIPTION>MEXCO ENERGY CORPORATION
<TEXT>
                                  SCHEDULE 14C
                                 (RULE 14C-101)

                  INFORMATION REQUIRED IN INFORMATION STATEMENT

                            SCHEDULE 14C INFORMATION

                 Information Statement Pursuant to Section 14(c)
            of the Securities Exchange Act of 1934 (Amendment No. )

Check the appropriate box:

[ ]  Preliminary Information Statement  [ ]  Confidential, for use of the
                                             Commission Only (as permitted
[X]  Definitive Information Statement        by Rule 14a-6(e)(2))

                            MEXCO ENERGY CORPORATION
--------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Payment of filing fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

     (1)  Title of each class of securities to which transaction applies:
     ---------------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:
     ---------------------------------------------------------------------------

     (3)  Per unit  price  or other  underlying  value of  transaction  computed
          pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which the
          filing fee is calculated and state how it was determined):
     ---------------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:
     ---------------------------------------------------------------------------

     (5)  Total fee paid:
     ---------------------------------------------------------------------------

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
     0-11(a)(2)  and identify the filing for which the  offsetting  fee was paid
     previously.  Identify the previous filing by registration statement number,
     or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid:
     ---------------------------------------------------------------------------

     (2)  Form, Schedule or Registration Statement No.:
     ---------------------------------------------------------------------------

     (3)  Filing party:
     ---------------------------------------------------------------------------

     (4)  Date filed:
     ---------------------------------------------------------------------------

<PAGE>

                            MEXCO ENERGY CORPORATION
                                   Suite 1101
                                  214 W. Texas
                              Midland, Texas 79701
                                 (432) 682-1119
                              (432) 682-1123 (FAX)

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                           To be held August 14, 2003


TO THE STOCKHOLDERS:

     Notice is hereby given that the Annual Meeting of the Stockholders of MEXCO
ENERGY  CORPORATION  (the  "Company") will be held at Petroleum Club of Midland,
500 West Wall,  Midland,  Texas 79701,  at 2:00 P.M.  Central  Standard  Time on
August 14, 2003, for the following purposes:

     1.   To elect seven directors of the Company.

     2.   To ratify the selection of auditors for the Company.

     3.   To  transact  such other  business  as may  properly  come  before the
          meeting.

     The stock transfer records for the Company will not be closed. The close of
business on July 11, 2003 has been fixed by the Board of Directors as the record
date for determining the  shareholders of the Company  entitled to notice of and
to vote at the meeting.

     DATED this 7th day of July 2003.

                                        BY ORDER OF THE BOARD OF DIRECTORS

                                        DONNA GAIL YANKO, SECRETARY

<PAGE>

                            MEXCO ENERGY CORPORATION
                              INFORMATION STATEMENT
                    FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
                            MEXCO ENERGY CORPORATION

                           To be held August 14, 2003

     This  Information  Statement is furnished by the management of MEXCO ENERGY
CORPORATION  (the   "Company"),   in  connection  with  the  Annual  Meeting  of
Stockholders  of the Company to be held at Petroleum  Club of Midland,  500 West
Wall, Midland, Texas 79701, at 2:00 P.M., Central Standard Time.

     The Annual Report to  stockholders  respecting  the  Company's  fiscal year
ending March 31, 2003, and the Information Statement were mailed to stockholders
on or about July 18, 2003.

                  WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE

                        REQUESTED NOT TO SEND US A PROXY.


                                VOTING SECURITIES

     The close of  business  as of July 11,  2003 (the  "Record  Date") has been
fixed as the date of record for the  determination  of stockholders  entitled to
notice of and vote at the  Annual  Meeting.  As of the Record  Date,  there were
1,736,041   shares  of  common  stock  of  the  Company  (the  "Common   Stock")
outstanding.  Holders of shares of Common  Stock are entitled to one vote at the
Annual Meeting for each share of Common Stock held of record on the Record Date.

             PRINCIPAL STOCKHOLDERS AND STOCKHOLDINGS OF MANAGEMENT

     The following table sets forth information,  as of June 28, 2003 concerning
the Common Stock beneficially owned by each director and nominee of the Company,
by all  executive  officers,  directors  and  nominees  as a group,  and by each
stockholder  known by the Company to be the  beneficial  owner of more than five
percent (5%) of the outstanding Common Stock.

                                            Number of Shares            Percent
                                             of Common Stock              of
                                          Beneficially Owned (1)         Class
                                          ----------------------         -----
     Howard E. Cox, Jr.                          213,400                 12.29
     Thomas R. Craddick                           25,500                  1.45
     Tamala L. McComic                             9,380                  0.54
     William G. Duncan, Jr. (4)                    9,100                  0.52
     Thomas Graham, Jr.                          123,100 (3)              6.96
     Arden Grover                                 22,500                  1.29
     Jack D. Ladd (4)                             12,175                  0.70
     Nicholas C. Taylor (4)                      886,311                 50.83
     Donna Gail Yanko                             56,612 (2)              3.18
     Officers and directors as a group
       (8 persons)                             1,144,678                 65.47

     (1)  Included in the number of shares of Common  Stock  Beneficially  Owned
          are shares that such persons have the right to acquire  within 60 days
          of June 28,  2003,  pursuant to options to purchase  such Common Stock
          (Mr.  Craddick,  20,000;  Ms. McComic,  7,500; Mr. Duncan,  7,500; Mr.
          Graham, 32,500; Mr. Grover, 2,500; Mr. Ladd, 10,000; Mr. Taylor, 7,500
          and Ms. Yanko, 32,500).
     (2)  Of these shares,  Ms.  Yanko's spouse owns 944 shares and the right to
          acquire  12,500  shares  pursuant to options to  purchase  such Common
          Stock.
     (3)  Of these shares, Mr. Graham's spouse owns 4,000 shares.
     (4)  Denotes a non-employee Director.

<PAGE>

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons who own more than ten percent
(10%) of a registered  class of the Company's equity  securities,  (collectively
"Reporting  Persons"),  to file  with the  Securities  and  Exchange  Commission
("SEC") and the  National  Association  of  Securities  Dealers,  Inc.,  initial
reports of  ownership  and reports of changes in  ownership  of Common Stock and
other equity securities of the Company. Officers, Directors and greater than ten
percent (10%) shareholders are required by SEC regulation to furnish the Company
with copies of all Section 16(a) forms they file.

     Ownership of and  transactions  in Company  stock,  by executive  officers,
directors and beneficial  owners of more than 10% of the Company's common stock,
require reporting to the Securities and Exchange  Commission pursuant to Section
16(a) of the  Securities  Exchange Act of 1934.  Based  solely upon  information
provided  to  the  Company  by  individual  directors,  executive  officers  and
beneficial  owners, the Company believes that during the fiscal year ended March
31, 2003 all such reports were timely filed.

                                    DIRECTORS

     At the Annual  Meeting to be held on August 14, 2003,  seven persons are to
be elected to serve on the Board of  Directors  for a term of one year and until
their  successors are duly elected and qualified.  All of the current  Directors
will be available for election to the Board of Directors.  The Company  nominees
for the seven directorships are set forth in the following table,  together with
certain  information  as to each  person  as of the  date  of  this  Information
Statement.

                       NOMINEES FOR ELECTION AS DIRECTORS

<TABLE>
<CAPTION>
                                                                                Director of the
               Name             Age         Position with the Company            Company Since
     -----------------------    ---     ---------------------------------        -------------
<S>                              <C>    <C>                                       <C>
     Thomas R. Craddick          59     Director                                      1998
     William G. Duncan, Jr.      60     Director                                      1994
     Thomas Graham, Jr.          69     Director and Chairman of the Board            1997
                                        Director                                  1990 to 1994
     Arden R. Grover             77     Director                                      2001
     Jack D. Ladd                53     Director                                      1998
     Nicholas C. Taylor          65     President and Director                        1983
     Donna Gail Yanko            59     Vice President, Secretary, Director           1990
</TABLE>

     THOMAS R.  CRADDICK was elected to the Board of Directors of the Company in
March  1998.  Since  1968  to  the  present,   Mr.  Craddick  has  served  as  a
Representative and in 2003 became Speaker of the House of Representatives of the
State  of  Texas.  Throughout  his  tenure  of  the  past  18  sessions  of  the
Legislature,  Representative  Craddick  has  served on  various  committees  and
conferences.  For more than the past seven years Mr. Craddick has been the sales
representative  for  Mustang  Mud,  Inc.,  as  well  as the  owner  of  Craddick
Properties  and owner and President of Craddick,  Inc.,  both of which invest in
oil and gas properties and real estate.

     WILLIAM G. DUNCAN,  JR., in November 2000,  co-founded  First Bankers Trust
Company,  currently  serves  as  Executive  Trust  Officer  of the  company.  He
previously  held  several  positions,  including  President,  with  Southeastern
Financial Services,  Louisville,  Kentucky since 1991, and served as Chairman of
the Board of Kentucky Home Trust Co., both companies  purchased in March 2000 by
National  Guardian Life  Insurance,  Madison,  Wisconsin.  Mr. Duncan has been a
Director  of the  Company  since  1994  and  is a  member  of  the  compensation
committee.

<PAGE>

     THOMAS GRAHAM, JR. was appointed Chairman of the Board of Directors, by the
Directors  of the Company in July 1997,  having  served as a director  from 1990
through  1994.  From July 1994 through July 1997,  Mr. Graham served as a United
States Ambassador.  For nearly fifteen years prior thereto, Mr. Graham served as
the General Counsel,  United States Arms Control and Disarmament Agency, as well
as Acting Director and as Acting Deputy Director of such agency successively, in
1993 and 1994.  In these and prior  positions he served in a senior  position in
every arms control negotiation in which the United States participated from 1970
- 1997.  He served as a board member and  subsequently  Vice Chairman of Thorium
Power Inc.  beginning in 1997. He currently serves as Special Counsel at the law
firm of Morgan,  Lewis and Bockius in Washington,  D.C. He also serves as Senior
Consultant at the Eisenhower Institute.  In addition he is Board Chairman of the
Lawyers Alliance for World Security,  Board Member of the United States Industry
Coalition  (helping  U.S.  business  in  Russia),  Chairman  of the  Bi-partisan
Security  Group  (working  with the U.S.  Congress)  and  adjunct  professor  at
Stanford University and the University of Washington (Seattle). He is the author
of "Disarmament  Sketches" University of Washington Press, 2002 and co-author of
"Cornerstone of Security", University of Washington Press, 2003.

     ARDEN R.  GROVER was  elected to the Board of  Directors  of the Company in
September 2001. Mr. Grover has been an independent oil and gas producer for more
than 40 years  and  managing  partner  of  Grover  Family  L.P.,  an oil and gas
producing company. He is a Director of Glencoe Resources Ltd., Calgary,  Alberta
Canada and Momentum Energy,  LLC, Midland,  Texas. He is an advisory Director of
Caithness  Resources Inc., a Geothermal  Energy Company,  N.Y.C.  and Clear Lake
National Bank,  San Antonio.  Mr. Grover is also a past President of the Permian
Basin Petroleum Association.

     JACK D. LADD was elected to the Board of  Directors of the Company in March
1998 and is a member of the compensation  committee.  For 25 years, Mr. Ladd has
been a  shareholder  of the law firm of  Stubbeman,  McRae,  Sealy,  Laughlin  &
Browder,  Inc,  Midland,  Texas.  Mr. Ladd was a partner in various  real estate
partnerships  and is an arbitrator  for the National  Association  of Securities
Dealers, and a mediator certified by the Attorney Mediation Institute.  Mr. Ladd
also serves as director for Map  Resources,  Inc., a company that invests in oil
and gas minerals and royalties.  In 2002, Mr. Ladd was appointed by the Governor
of Texas as a member of the State  Securities Board to serve a six year term and
in 2003, the Select Committee on Education of the State of Texas.

     NICHOLAS C. TAYLOR was elected  President,  Treasurer  and  Director of the
Company in April 1983 and continues to serve as President and Director on a part
time basis,  as required.  Mr. Taylor served as Treasurer until March 1999. From
July 1993 to the  present,  Mr.  Taylor  has been  involved  in the  independent
practice of law and other business activities including  independent oil and gas
production.  For more than the prior 19 years, he was a director and shareholder
of the law firm of Stubbeman,  McRae, Sealy, Laughlin & Browder,  Inc., Midland,
Texas,  and a partner of the predecessor  firm. In 1995, he was appointed by the
Governor  of Texas to the  State  Securities  Board  through  January  2001.  In
addition  to serving as  chairman  for four years,  he  continues  to serve as a
member pending the appointment of his successor.

     DONNA GAIL YANKO  served  part-time as Vice  President  and Director of the
Company  since 1990.  She also has served as Corporate  Secretary of the Company
since 1992 and from 1986 to 1992 as Assistant  Secretary  of the  Company.  From
1986 to the present, on a part-time basis, she has assisted the President of the
Company in his personal business activities.

     During the year ended March 31, 2003,  the Board of Directors met at eleven
regularly  scheduled  Board  meetings.  The  Board of  Directors  has  Audit and
Compensation  committees each composed of three members.  The Board of Directors
does not have a nominating committee.

     The Compensation  Committee currently consists of Messrs.  Duncan, Ladd and
Taylor,  all of whom are  non-employee  directors.  The  Committee met two times
during the last fiscal  year.  The purpose of the  Compensation  Committee is to
establish

<PAGE>

and execute  compensation  policy and programs for the Company's  executives and
employees.

     The Company has an Audit  Committee  composed of independent  directors for
which  information  regarding  the  functions  performed by the  Committee,  its
membership, and the number of meetings held during the fiscal year, is set forth
in the "Report of the Audit Committee," included in this Information  Statement.
The Audit  Committee is governed by a written  charter  approved by the Board of
Directors.  A copy of this  charter was filed as an  Appendix  to the  Company's
Schedule 14C for the annual meeting held August 8, 2002.

     Management  has  presented  to the Board  that the  Company's  consolidated
financial  statements  were prepared in accordance  with  accounting  principles
generally  accepted in the United States of America.  The Company's  independent
accountants  have  provided  to the Board the written  independence  disclosures
required by Independence Standards Board Standard No. 1. Based on communications
with  management  and  the  independent  accountants,  and  the  report  of  the
independent  accountants,  the Board included the audited consolidated financial
statements in the Company's  Annual Report on Form 10-K for the year ended March
31, 2003 filed with the Securities and Exchange Commission.

                          REPORT OF THE AUDIT COMMITTEE

The primary  function of the Audit  Committee is oversight of the  corporation's
financial reporting process,  public financial reports,  internal accounting and
financial  controls,  and  the  independent  audit  of the  annual  consolidated
financial  statements.  In  fulfilling  its  oversight   responsibilities,   the
Committee reviewed the audited financial statements in the Annual Report on Form
10-K  with  management  including  a  discussion  of the  quality,  not just the
acceptability,  of the accounting principles,  the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.

The Committee reviewed with the independent auditors,  Grant Thornton, LLP (GT),
who are responsible for expressing an opinion on the conformity of those audited
financial  statements  with  generally  accepted  accounting  principles,  their
judgments  as to the  quality,  not just  the  acceptability,  of the  Company's
accounting  principles  and such other  matters as are  required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Committee has discussed with GT the auditors'  independence  from management and
the Company  including  the matters in the written  disclosures  required by the
Independence  Standards  Board and  considered  the  compatibility  of non-audit
services with the auditors' independence.

The Committee meets with the independent  auditors,  with and without management
present, to discuss the results of their examinations,  their evaluations of the
Company's internal controls,  and the overall quality of the Company's financial
reporting.

Based  on the  reviews  and  discussions  referred  to  above,  in  reliance  on
management  and GT, and subject to the  limitations  of our role,  the Committee
recommended  to the Board of  Directors,  and the Board  has  approved  that the
audited  financial  statements be included in the Annual Report on Form 10-K for
the year  ended  March 31,  2003 for filing  with the  Securities  and  Exchange
Commission.

The Committee has also recommended to the Board, and the Board has appointed, GT
to audit the Company's  financial  statements  for 2004,  subject to shareholder
ratification of that appointment.

William G. Duncan, Jr., Audit Committee Chair
Arden R. Grover, Audit Committee Member
Jack D. Ladd, Audit Committee Member

<PAGE>

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     During the year ending  March 31,  2003, a member of the Board of Directors
and a Company  employee  entered into an agreement with Falcon Bay, LLC, whereby
he receives a commission  from Falcon Bay  Operating,  LLC for any  transactions
consummated  between Falcon Bay Operating,  LLC and the Company in the course of
the Exploration Agreement.

                             EXECUTIVE COMPENSATION

     The following table sets forth information  concerning annual and long-term
compensation  paid  or  accrued  to  executive  officers  for  services  in  all
capacities to the Company for the fiscal year ended March 31, 2003.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                       Securities        All
         Name and                                                      Underlying       Other
     Principal Position         Year        Salary          Bonus       Options     Compensation
     ------------------         ----        ------          -----       -------     ------------
<S>                             <C>        <C>             <C>            <C>         <C>
   Nicholas C. Taylor           2003       $    -          $   -            -         $  1,100
     President & CEO            2002       $    -          $   -            -         $  1,000
                                2001       $    -          $   -            -         $    900
   Donna Gail Yanko             2003       $  10,500       $  4,448         -         $   -
     Vice President &           2002       $  10,200       $  4,605         -         $   -
     Secretary                  2001       $   9,300       $  4,599       10,000      $   -
   Tamala L. McComic            2003       $  62,400       $  8,896       10,000      $   -
     Vice President,            2002       $  41,600       $  6,215       10,000      $   -
     Treasurer & Asst Sec.      2001       $    -          $   -            -         $   -
   Thomas Graham, Jr.           2003       $  24,000       $   -            -         $   -
     Chairman                   2002       $  24,000       $   -            -         $   -
                                2001       $  24,000       $   -          10,000      $   -
   Thomas R. Craddick           2003       $   1,200       $   -          10,000      $   -
     Director                   2002       $   1,200       $   -            -         $   -
                                2001       $   1,200       $   -            -         $   -
</TABLE>

     o    All other  compensation  is comprised of director  fees.  There are no
          employment   agreements  or  retirement   benefit   plans.   Currently
          non-employee   directors   are  paid  $100  per   meeting.   The  sole
          compensation received by the President and CEO of the Company for such
          period consisted of director's fees.

Compensation Committee Report on Executive Compensation
-------------------------------------------------------

     The Compensation  Committee of the Board of Directors is solely responsible
for setting executive  compensation including base pay and Directors' fees. Such
payment is based on performance, including hours worked and effectiveness.

Employee Incentive Stock Option Plan
------------------------------------

     The Company adopted an employee  incentive  stock plan effective  September
15, 1997. Under the plan, 350,000 shares are available for distribution. Awards,
granted at the discretion of the  compensation  committee of the Board,  include
stock options and restricted stock. Stock options may be incentive stock options
or  non-qualified  stock options.  The exercise price of each option will not be
less than the  market  price of the  Company's  stock on the date of grant.  The
maximum term of the options is ten years. Restricted stock may be granted with a
condition to attain a specified  goal. The purchase price will be at least $5.00
per share of restricted  stock.  The awards of restricted stock must be accepted
within  sixty  days  and  will  vest as  determined  by  agreement.  Holders  of
restricted  stock have all rights of a shareholder of the Company.  At March 31,
2003, no restricted stock had been granted under the plan.

<PAGE>

                     OPTION GRANTS IN LAST FISCAL YEAR TABLE

<TABLE>
<CAPTION>
                                                                                     Potential Realizable
                                                                                     Value After 10 Years
                                      Individual                                       Based on Assumed
                       Number of        Grants                                         Compounded Annual
                      Securities     Percentage of                                          Rates of
                      Underlying     Total Options     Exercise                     Stock Price Appreciation
                        Options       Granted to         Price        Expiration   --------------------------
     Name              Granted(1)      Employees      (per Share)        Date      5% per Year   10% per Year
---------------        ----------      ---------      -----------        ----      -----------   ------------
<S>                      <C>             <C>            <C>            <C>           <C>           <C>
Tamala L. McComic        10,000          47.62%         $   4.00       05/28/12      $ 25,156      $ 63,750
Thomas R. Craddick       10,000          47.62%         $   4.00       05/28/12      $ 25,156      $ 63,750
Martha R. Starek          1,000           4.76%         $   4.00       05/28/12      $  2,516      $  6,375
</TABLE>

(1)  Options have a 10-year term and are vested 25% per year on the  anniversary
     date of the grant. The exercise price is a fair market value on the date of
     grant.

                 AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR
                     AND FISCAL YEAR END OPTION VALUES TABLE
<TABLE>
<CAPTION>

                                                 Number of Securities            Value of Unexercised
                                                Underlying Unexercised               In-the-Money
                      Shares                          Options at                      Options at
                     Acquired                       March 31, 2003                  March 31, 2003
                        On        Value      ----------------------------    ----------------------------
       Name          Exercise    Realized    Exercisable    Unexercisable    Exercisable    Unexercisable
-----------------    --------    --------    -----------    -------------    -----------    -------------
<S>                    <C>        <C>           <C>             <C>            <C>            <C>
Donna Gail Yanko        0         $   0         32,500           7,500         $      0       $      0
Tamala L. McComic       0         $   0          2,500          17,500         $  2,500       $ 17,500
Thomas Graham, Jr.      0         $   0         32,500           7,500         $      0       $      0
Thomas R. Craddick      0         $   0         17,500          12,500         $      0       $ 10,000
Martha R. Starek        0         $   0              0           1,000         $      0       $  1,000
</TABLE>

                             STOCK PERFORMANCE GRAPH

     The  following  graph  shows  how an  initial  investment  of  $100  in the
Company's Common Stock would have compared to an equal investment in the S&P 500
Index or in an index of Peer Group Competitors over a five-year period beginning
March 31, 1998 and ending March 31, 2003.  The selected  Peer Group  consists of
several larger independent oil and gas producers:  Noble Affiliates,  Inc., Pogo
Producing  Company,  Anadarko Petroleum  Corporation,  Apache  Corporation,  and
Parallel Petroleum  Corporation.  This group of companies is used by the Company
for certain comparisons.

<PAGE>

[STOCK PERFORMANCE GRAPHIC OMITTED]

     ===========================================================================
                          1998     1999     2000      2001       2002      2003
     ---------------------------------------------------------------------------
     MEXCO                $100     $100      $70       $64        $60       $74
     ---------------------------------------------------------------------------
     S&P 500              $100     $117     $136      $105       $104       $77
     ---------------------------------------------------------------------------
     PEER GROUP           $100      $74     $101      $130       $125      $123
     ===========================================================================

                         INDEPENDENT PUBLIC ACCOUNTANTS

     The Board of  Directors  of the Company,  by  resolution,  has approved the
selection  of Grant  Thornton  LLP as the  accountants  for the  Company for the
fiscal year beginning April 1, 2003. A  representative  of that firm will not be
present at the Annual Meeting,  but will be available by telephone,  and have an
opportunity  to  make  a  statement  if  they  desire  to do so and  respond  to
appropriate  questions.  The Company  paid Grant  Thornton LLP $22,245 for audit
services  during  fiscal  2003.  This firm  provides  no other  services  to the
Company.

                               NEXT ANNUAL MEETING

     Appropriate  proposals of stockholders intended to be presented at the 2004
Annual Meeting must be received by Ms. Gail Yanko,  Secretary, no later than May
15,  2004,  in order  to be  included  in the  Company's  Information  Statement
relating to such meeting.

                                  OTHER MATTERS

     Management  knows of no other business that will be presented at the Annual
Meeting other than as explained herein.

     A majority in interest of the issued and outstanding  Common Stock entitled
to vote shall  constitute a quorum at the Annual  Meeting and shall be necessary
to elect the Board of Directors and transact any business.

     The cost of preparing and mailing this Information  Statement will be borne
by the Company.  The Company will, upon request,  reimburse brokers for the cost
incurred by them in mailing  copies of this  Statement  and the Annual Report of
the Company to such of their  customers as are  beneficial  owners of the Common
Stock of the Company registered in the names of such brokers.

<PAGE>

     STOCKHOLDERS  MAY  OBTAIN  WITHOUT  CHARGE A COPY OF THE  COMPANY'S  ANNUAL
REPORT ON FORM 10-K,  INCLUDING THE FINANCIAL  STATEMENTS AND SCHEDULES THERETO,
FILED WITH THE  SECURITIES  AND  EXCHANGE  COMMISSION  FOR THE FISCAL YEAR ENDED
MARCH 31, 2003, BY WRITING THE SECRETARY, MEXCO ENERGY CORPORATION,  SUITE 1101,
214 WEST TEXAS AVENUE, MIDLAND, TEXAS 79701.

<PAGE>

</TEXT>
</DOCUMENT>
