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<SEC-DOCUMENT>0001144204-06-005881.txt : 20060214
<SEC-HEADER>0001144204-06-005881.hdr.sgml : 20060214
<ACCEPTANCE-DATETIME>20060214141140
ACCESSION NUMBER:		0001144204-06-005881
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20060214
DATE AS OF CHANGE:		20060214
EFFECTIVENESS DATE:		20060214

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MEXCO ENERGY CORP
		CENTRAL INDEX KEY:			0000066418
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				840627918
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-131835
		FILM NUMBER:		06612487

	BUSINESS ADDRESS:	
		STREET 1:		214 W TEXAS AVENUE
		STREET 2:		SUITE 1101
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701
		BUSINESS PHONE:		9156821119

	MAIL ADDRESS:	
		STREET 1:		214 W TEXAS AVENUE
		STREET 2:		SUITE 1101
		CITY:			MIDLAND
		STATE:			TX
		ZIP:			79701

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MILLER OIL CO
		DATE OF NAME CHANGE:	19800702
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>v035453_mexco-s8.txt
<TEXT>
       As filed with the Securities and Exchange Commission on February 14, 2006
                                                    Registration No. 333-_______
- --------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549
                              ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                            MEXCO ENERGY CORPORATION
               (Exact name of issuer as specified in its charter)

           Colorado                                          84-0627918
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification No.)

   214 W. Texas, Suite 1101                                    79701
        Midland, Texas                                       (Zip Code)
(Address of principal executive
           offices)

                          Mexco Energy Corporation 1997
                        Employee Incentive Stock Plan and
                            Mexco Energy Corporation
                            2004 Incentive Stock Plan
                            (Full Title of the Plans)
                            ------------------------

                          Nicholas C. Taylor, President
                           and Chief Executive Officer
                            Mexco Energy Corporation
                            214 W. Texas, Suite 1101
                              Midland, Texas 79701
                                 (432) 682-1119
          (Name and address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                                  Dan G. LeRoy
                         Cotton, Bledsoe, Tighe & Dawson
                          500 West Illinois, Suite 300
                              Midland, Texas 79701
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================================
                                                             Proposed               Proposed
                                                              Maximum               Maximum
                                           Amount            Offering              Aggregate            Amount of
         Title of Securities                to be            Price Per              Offering          Registration
           to be Registered              Registered          Unit (1)              Price (1)               Fee
- ----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                 <C>               <C>                      <C>
Common Stock,  $0.50 par value......       725,000             $9.91             $7,184,750.00            $769
======================================================================================================================
</TABLE>

(1)   Estimated solely for the purpose of computing the registration fee and
      computed in accordance with Rule 457(h) based upon the average of the high
      and low prices for securities of the same class as quoted on the Nasdaq
      National Market on February 10, 2006.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      Note: The document(s) containing the information concerning each of the
Mexco Energy Corporation 1997 Employee Incentive Stock Plan and the Mexco Energy
Corporation 2004 Incentive Stock Plan (the "Plans") required by Item 1 of Form
S-8 and the statement of availability of Registrant information and other
information required by Item 2 of this Form will be sent or given to employees
eligible to participate in each of the Plans as specified by Rule 428. In
accordance with Rule 428 and the requirements of Part I of Form S-8, such
documents are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements. The Registrant shall maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
Registrant shall furnish to the Commission or its staff a copy or copies of any
or all of the documents included in such file.


                                       2
<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The following documents are incorporated herein by reference: (1) the
Annual Report on Form 10-K of Mexco Energy Corporation (the "Company") for the
fiscal year ended March 31, 2005; (2) the Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 2005, the Company's Quarterly Report on Form
10-Q for the quarter ended September 30, 2005, a Current Report on Form 8-K
filed by the Company on July 1, 2005, and a Current Report on Form 8-K filed by
the Company on August 12, 2005, and a Current Report on Form 8-K filed by the
Company on November 15, 2005, all filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the 10-K Annual Report referred to in (1)
above; and (3) the registration statement filed by the Company under Section 12
of the Exchange Act containing the description of the Common Stock of the
Company, par value $0.50 per share.

      All documents hereafter filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective
amendment of this Registration Statement which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

      The class of securities to be offered pursuant to this Registration
Statement have been registered under Section 12 of the Exchange Act by the
filing of a registration statement under the Exchange Act as described in Item 3
above.

Item 5. Interests of Named Experts and Counsel.

      No expert named in the Registration Statement nor counsel for the Company
(1) was employed for such purpose on a contingent basis; (2) will receive in
connection herewith a substantial interest, direct or indirect, in the Company
or its subsidiaries; or (3) was a promoter, underwriter, voting trustee,
director, officer or employee of the Company.


                                       3
<PAGE>

Item 6. Indemnification of Directors and Officers.

      Article XIII of the Company's Bylaws adopted December 5, 2002 provides as
follows:

            "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".

Item 7. Exemption from Registration Claimed.

      Not applicable.

Item 8. Exhibits.

      Exhibit No.                     Description of Exhibit
      -----------                     ----------------------

          3.1*    Articles of Incorporation (incorporated by reference to the
                  Company's Annual Report on Form 10-K filed June 25, 1998).

          3.2*    Bylaws adopted December 5, 2002 (incorporated by reference to
                  the Company's Annual Report on form 10-K filed June 30, 2003).

          10.1*   1997 Employee Incentive Stock Plan (incorporated by reference
                  to the Amendment to Schedule 14C Information Statement filed
                  on August 13, 1997).

          10.2*   2004 Incentive Stock Plan (incorporated by reference to the
                  Proxy Statement pursuant to Schedule 14A filed on July 9,
                  2004).

          5.1**   Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
                  Corporation.

          23.1**  Consent of Grant Thornton LLP.

          23.2**  Consent of Joe C. Neal and Associates, Petroleum Consultants

          23.3**  Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
                  Corporation (such consent is included in the Opinion filed as
                  Exhibit 5.1 to this Registration Statement.)

- --------------------------
* Incorporated by reference to the filing(s) indicated.
** Filed herewith.


                                       4
<PAGE>

Item 9.    Undertakings.

      The Company hereby undertakes:

            (1) To file, during any period in which it offers or sells
      securities, a post-effective amendment to this registration statement to:

                  (i) include any prospectus required by Section 10(a)(3) of the
            Securities Act;

                  (ii) reflect in the prospectus any facts or events which,
            individually or together, represent a fundamental change in the
            information in the registration statement. Notwithstanding the
            foregoing, any increase or decrease in volume of securities offered
            (if the total dollar value of securities offered would not exceed
            that which was registered) and any deviation from the low or high
            end of the estimated maximum offering range may be reflected in the
            form of prospectus filed with the Commission pursuant to Rule 424(b)
            if, in the aggregate, the changes in volume and price represent no
            more than a 20 percent change in the maximum aggregate offering
            price set forth in the "Calculation of Registration Fee" table in
            the effective registration statement.; and

                  (iii) include any additional or changed material information
            on the plan of distribution;

      provided, that the Company does not give the statements in paragraphs
      (a)(1)(i) and (a)(1)(ii) of this item to the extent the information
      required in a post-effective amendment is incorporated by reference from
      periodic reports filed by the Company under the Exchange Act.

            (2) For determining liability under the Securities Act, treat each
      post-effective amendment as a new registration statement of the securities
      offered, and the offering of the securities at that time to be the initial
      bona fide offering.

            (3) File a post-effective amendment to remove from registration any
      of the securities that remain unsold at the end of the offering.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                       5
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Midland, State of Texas, on this 10th day of
February, 2006.

                                      MEXCO ENERGY CORPORATION
                                      (Registrant)

                                      By: /s/ Nicholas C. Taylor
                                          President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.

SIGNATURE                                 TITLE                     DATE
- ---------                                 -----                     ----

/s/ Nicholas C. Taylor       President, Chief Executive       February 10, 2006
                             Officer and Director

/s/ Donna Gail Yanko         Vice President, Operations       February 10, 2006
                             and Director

/s/ Tamala L. McComic        Vice President, Treasurer and    February 10, 2006
                             Assistant Secretary

/s/ Thomas Graham, Jr.       Chairman of the                  February 10, 2006
                             Board of Directors

/s/ Thomas R. Craddick       Director                         February 10, 2006

/s/ Jeffry A. Smith          Director                         February 10, 2006

/s/ Arden Grover             Director                         February 10, 2006

/s/ Jack D. Ladd             Director                         February 10, 2006


                                       6
<PAGE>

                                INDEX TO EXHIBITS

      Exhibit No.                  Description of Exhibit
      -----------                  ----------------------

          3.1*    Articles of Incorporation (incorporated by reference to the
                  Company's Annual Report on Form 10-K filed June 25, 1998).

          3.2*    Bylaws adopted December 5, 2002 (incorporated by reference to
                  the Company's Annual Report on form 10-K filed June 30, 2003).

          10.1*   1997 Employee Incentive Stock Plan (incorporated by reference
                  to the Amendment to Schedule 14C Information Statement filed
                  on August 13, 1997).

          10.2*   2004 Incentive Stock Plan (incorporated by reference to the
                  Proxy Statement pursuant to Schedule 14A filed on July 9,
                  2004).

          5.1**   Opinion of Cotton, Bledsoe, Tighe & Dawson, a Professional
                  Corporation.

          23.1**  Consent of Grant Thornton LLP.

          23.2**  Consent of Joe C. Neal and Associates, Petroleum Consultants

          23.3**  Consent of Cotton, Bledsoe, Tighe & Dawson, a Professional
                  Corporation (such consent is included in the Opinion filed as
                  Exhibit 5.1 to this Registration Statement.)

- --------------------------
* Incorporated by reference to the filing(s) indicated.
** Filed herewith.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>v035453_ex5-1.txt
<TEXT>
                         COTTON, BLEDSOE, TIGHE & DAWSON
                           A PROFESSIONAL CORPORATION
                                ATTORNEYS AT LAW
                                    SUITE 300
                                500 WEST ILLINOIS
                            MIDLAND, TEXAS 79701-4337
                          P. O. BOX 2776 ZIP 79702-2776
                            TELEPHONE (432) 684-5782
                               FAX (432) 682-3672

                                                                     EXHIBIT 5.1

                                February 10, 2006

Mexco Energy Corporation
214 W. Texas Avenue, Suite 1101
Midland, Texas 79701

      Re:   Registration Statement on Form S-8
            Mexco Energy Corporation 1997 Employee Incentive Stock Plan and
            Mexco Energy Corporation 2004 Incentive Stock Plan

Gentlemen:

      We have acted as counsel for Mexco Energy Corporation, a Colorado
corporation (the "Company") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 725,000 shares (the "Shares")
of the common stock, par value $0.50 per share (the "Common Stock") of the
Company reserved for issuance under the Mexco Energy Corporation 1997 Employee
Incentive Stock Plan and Mexco Energy Corporation 2004 Incentive Stock Plan (the
"Plans"). A Registration Statement on Form S-8 (the "Registration Statement")
covering the sale of the Shares was filed under the Act with the Securities and
Exchange Commission (the "Commission").

      In reaching the conclusions expressed in this opinion, we have examined
signed copies of the Registration Statement and all exhibits thereto. We have
also examined and relied upon originals or copies certified to our satisfaction,
of (i) the Articles of Incorporation and Bylaws of the Company, (ii) minutes and
records of the corporate proceedings of the Company with respect to the issuance
of the Shares and related matters, (iii) the Plans, and (iv) such other
agreements and instruments relating to the Company as we have deemed necessary
or appropriate for the purposes of the opinions hereinafter expressed. In
rendering such opinions, we have relied, to the extent we deemed reasonable, on
certificates and certain other information provided to us by officers of the
Company and public officials as to matters of fact of which the maker of such
certificates or the person providing such information had knowledge.
Furthermore, in rendering such opinions we have assumed that the signatures on
all documents examined by us are genuine, that all documents and corporate
record books submitted to us as originals are authentic, accurate and complete,
and that all documents submitted to us as copies are true, correct and complete
copies of the originals thereof. We have also assumed that the approval and
adoption of the 2004 Incentive Stock Plan by the Board of Directors of the
Company constitutes the authorization and reservation of the Shares to be issued
under that Plan.


<PAGE>

      Based solely upon the foregoing, subject to the assumptions, limitations
and qualifications set forth herein, and specifically limited in all respects to
the laws of the State of Colorado and the United States of America, we are of
the opinion that the Shares registered pursuant to the Registration Statement
have been duly and validly authorized by the Company, and when paid for, issued
or sold and delivered in accordance with the terms of the Plans such Shares will
be legally issued, fully paid and nonassessable. Please note in this regard that
we are not licensed to practice law in the State of Colorado, but we have
reviewed Section 7-106-205 of the Colorado corporation statutes in connection
with the opinions expressed herein.

      We hereby consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Act or the rules and regulations of the Commission promulgated thereunder.

      This opinion is rendered only to the Company and solely for the benefit of
the Company and the Commission in connection with the registration and the
issuance of the Shares pursuant to the Registration Statement and the Plans,
respectively. This opinion may not be otherwise used, circulated, quoted, relied
upon, or referred to by you or the Commission for any other purpose or by any
other person, firm or corporation for any purpose, without our prior written
consent.

                                         Yours very truly,

                                         COTTON, BLEDSOE, TIGHE & DAWSON

                                         By: /s/ Dan G. LeRoy

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>v035453_ex23-1.txt
<TEXT>
                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated May 20, 2005, accompanying the consolidated
financial statements of Mexco Energy Corporation appearing in the Annual Report
on Form 10-K for the year ended March 31, 2005, which is incorporated by
reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report.

/s/ GRANT THORNTON LLP

Oklahoma City, Oklahoma
February 10, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>4
<FILENAME>v035453_ex23-2.txt
<TEXT>
                                                                    EXHIBIT 23.2

                        CONSENT OF INDEPENDENT ENGINEERS

As independent engineering consultants, Joe C. Neal and Associates, Petroleum
Consultants, hereby consent to the use of our reports incorporated herein by
reference.

/s/ JOE C. NEAL AND ASSOCIATES,
    PETROLEUM CONSULTANTS

Midland, Texas
February 10, 2006
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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