SECURITIES AND EXCHANGE COMMISSION

                           Washington, D. C.  20549


                                   FORM 8-KA

                                CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   February 25, 1997
                                                   -------------------


                            MEXCO ENERGY CORPORATION
                            ------------------------
               (Exact name of registrant as specified in charter)
 
 
          Colorado                        0-6694                  84-0627918
- - ----------------------------         ----------------        -------------------
(State or other jurisdiction         (Commission No.)           (IRS Employer
      of incorporation                                       Identification No.)
 
214 W. Texas, Suite 1101, Midland, Texas                            79701
- - ----------------------------------------                     ------------------
(Address of principal executive offices)                          (Zip Code)

Registrant's telephone number, including area code  (915) 682-1119
                                                   ----------------

 
                            MEXCO ENERGY CORPORATION

                                     Index
 
ITEM 2.       ACQUISITION..................................................  3
 
ITEM 7.(b)    PRO FORMA COMBINED FINANCIAL STATEMENTS......................  4
 
              Pro Forma Combined Balance Sheet as of December 31, 1996.....  5
 
              Pro Forma Combined Statement of Operations for the year
                ended March 31, 1996.......................................  6
 
              Pro Forma Combined Statement of Operations for the nine
                months ended December 31, 1996.............................  7
 
              Notes to Pro Forma Financial Statements......................  8
 

                                       2

 
ITEM 2.   ACQUISITION
          -----------
 
     (a)  On February 25, 1997 the Registrant purchased all of the issued and
outstanding 90 shares of common stock of Forman Energy Corporation, a New York
corporation, for cash in the amount of $1,397,000.  The value of the stock was
based on the Estimated Fair Market Value Opinion provided by the engineering
firm of T. Scott Hickman & Associates, Inc. of Midland, Texas.  Virtually all of
the assets of Forman Energy Corporation consist of oil and gas properties
located in the United States.   Funding for the acquisition has been provided by
NationsBank of Texas through a revolving line of credit in the amount of
$1,750,000 collateralized by a deed of trust covering substantially all of the
Registrant's properties and pledge of the stock of Forman Energy Corporation.

     (b)  Assets of the acquired company include partial interests in lease and
well equipment associated with various working interests in producing oil and
gas properties and interests of approximately 1% to 3% in numerous oil and gas
partnerships.  These assets will continue to be used in the same manner.

                                       3

 
ITEM 7. (b) PRO FORMA COMBINED FINANCIAL STATEMENTS - UNAUDITED
- - ---------------------------------------------------------------

     The following unaudited pro forma financial statements have been prepared
to give effect to the Company's historical financial statements of the
acquisition of Forman Energy Corporation ("Forman") as if the transaction had
been consummated on the balance sheet date for the pro forma combined balance
sheet and at the beginning of the earliest period presented in the pro forma
combined statements of operations.  The unaudited pro forma combined financial
statements are not necessarily indicative of the financial results that would
have ocurred if the Company had purchased Forman at the times indicated. In
addition, future results may vary significantly from the results reflected in
the accompanying pro forma combined financial statements because of normal
declines, changes in product prices, and the success of future exploration and
development activities, among other factors.

                                       4

 
                            MEXCO ENERGY CORPORATION
                  PRO FORMA COMBINED BALANCE SHEET (UNAUDITED)
                               December 31, 1996

                                     ASSETS
                                     ------


                                                Historical
                                         -------------------------    Pro Forma           Pro Forma
                                             Mexco         Forman    Adjustments          Combined
                                         -----------    ----------   -----------          ---------
                                                                                
CURRENT ASSETS
 Cash                                    $   148,870    $  362,395   $(362,395)  /(b)/  $   148,870
 Accounts receivable                         143,040        22,238     (22,238)  /(b)/      143,040
 Prepaid assets                                  450             -                              450
                                         -----------    ----------                       ----------   
  Total current assets                       292,360       384,633                          292,360
PROPERTY AND EQUIPMENT
 Oil and gas properties-accounted for
  under the full cost method               5,802,657       280,705     182,251   /(a)/    6,265,613
 Office furniture and fixtures                 2,431             -                            2,431
                                         -----------    ----------                      -----------
                                           5,805,088       280,705                        6,268,044
  Less accumulated depreciation,
    depletion and amortization            (2,817,950)      (61,850)                      (2,879,800)
                                         -----------    ----------                      -----------
  Net property and equipment               2,987,138       218,855                        3,388,244
INVESTMENTS IN OIL & GAS
 PARTNERSHIPS                                      -       844,393     358,924   /(a)/    1,203,317
OTHER ASSETS                                       -         5,044      (5,044)  /(b)/           -
                                         -----------    ----------                      -----------
  TOTAL ASSETS                           $ 3,279,498    $1,452,925                      $ 4,883,921
                                         ===========    ==========                      ===========
 
                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES
 Accounts payable-trade                  $   372,977    $   29,294   $  27,550   /(a)/  $   400,527
                                                                       (29,294)  /(b)/
 Income taxes payable                          5,972             -                            5,972
                                         -----------    ----------                      -----------
  Total current liabilities                  378,949        29,294                          406,499
LONG TERM LIABILITIES
 Note payable-Nationsbank                          -             -   1,397,000   /(a)/    1,397,000
DEFERRED INCOME TAXES                         94,851             -     179,873   /(d)/      274,724
                                         -----------    ----------                      -----------
  Total liabilities                          473,800        29,294                        2,078,223
STOCKHOLDERS' EQUITY
 Common Stock                                711,614           100        (100)  /(b)/      711,614
 Paid in capital                           1,975,429       599,921    (599,921)  /(b)/    1,975,429
 Retained earnings                           118,655       823,610    (823,610)  /(b)/      118,655
                                          ----------    ----------                      -----------
  Total stockholders' equity               2,805,698     1,423,631                        2,805,698
                                          ----------    ----------                      -----------
 
    TOTAL LIABILITIES & EQUITY            $3,279,498    $1,452,925                      $ 4,883,921
                                          ==========    ==========                      ===========


   The accompanying notes are an integral part of these financial statements.

                                       5

 
                            MEXCO ENERGY CORPORATION
             PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
                              For The Years Ended


 
                                                       Historical
                                               ------------------------
                                                  Mexco       Forman         
                                               ----------   -----------   Pro Forma          Pro Forma
                                                 3-31-96      12-31-95   Adjustments          Combined
                                               ----------   -----------  -----------         ----------
                                                                                   
Revenues
 Gross revenues from oil and gas production    $  798,589      $ 41,557                      $  840,146
 Production costs                                 272,892         9,173                         282,065
                                               ----------      --------                      ----------
 Net revenues from oil and gas production         525,697        32,384                         558,081
 Distribution from oil and gas partnerships             -       268,521                         268,521
 Administrative service charges and
  reimbursements                                    7,380             -                           7,380
                                               ----------      --------                      ----------
                                                  533,077       300,905                         833,982
 
Costs and expenses
 Depreciation, depletion and amortization         262,392        23,377                         285,739
 Depletion and impairment of oil and gas
  partnerships                                          -       342,135                         342,135
 General and administrative                        86,484        12,918                          99,402
 
Loss on sale of assets                                  -           222                             222
 
Other income                                      (10,819)            -                         (10,819)
 
Interest income                                   (17,285)       (7,761)                        (25,046)
 
Interest expense                                        -             -     115,253   /(c)/     115,253
                                               ----------      --------                      ----------
                                                  320,772       370,891                         806,886
 
Income (loss) before income tax expense           212,305       (69,986)                         27,096
 
Income tax expense                                 11,699             -      (8,989)  /(e)/       2,710
                                               ----------      --------                      ----------
 
NET INCOME (LOSS)                              $  200,606      $(69,986)                     $   24,386
                                               ==========      ========                      ==========
 
Net income per share                                 $.15                                          $.02
                                               ==========                                    ==========
 
Weighted average common shares outstanding      1,342,628                                     1,342,628
                                               ==========                                    ==========


   The accompanying notes are an integral part of these financial statements.

                                       6

 
                            MEXCO ENERGY CORPORATION
             PRO FORMA COMBINED STATEMENT OF OPERATIONS (UNAUDITED)
                  For The Nine Months Ended December 31, 1996


 
 
                                                     Historical   
                                               ------------------------    Pro Forma        Pro Forma
                                                  Mexco        Forman     Adjustments        Combined
                                               ----------      --------   -----------       ---------
                                                                                 
 
Revenues
 Gross revenues from oil and gas production    $  888,866      $ 71,737                     $  960,603
 Production costs                                 238,782        14,932                        253,714
                                               ----------      --------                     ----------
 Net revenues from oil and gas production         650,084        56,805                        706,889
 Distribution from oil and gas partnerships             -       268,835                        268,835
 Administrative service charges and
  reimbursements                                    3,757             -                          3,757
                                               ----------      --------                     ----------
                                                  653,841       325,640                        979,481
 Costs and expenses
 Depreciation, depletion and amortization         246,633        26,352                        272,985
 Depletion of oil and gas partnerships                  -       213,743                        213,743
 General and administrative                        85,813        22,301                        108,114
 
Other income                                         (607)            -                           (607)
 
Interest income                                    (6,060)       (5,302)                       (11,362)
 
Interest expense                                        -             -     86,439   /(c)/      86,439
                                               ----------      --------                     ----------
                                                  325,779       257,094                        669,312
                                               ----------      --------                     ----------
 
Income before income tax expense                  328,062        68,546                        310,169
 
Income tax expense                                 67,509             -     (2,374)  /(e)/      65,135
                                               ----------      --------                     ----------
 
NET INCOME                                     $  260,553      $ 68,546                     $  245,034
                                               ==========      ========                     ==========
 
Net income per share                                 $.18                                         $.17
                                               ==========                                   ==========
 
Weighted average common shares outstanding      1,423,229                                    1,423,229
                                               ==========                                   ==========

   The accompanying notes are an integral part of these financial statements.

                                       7

 
                           MEXCO ENERGY CORPORATION
         NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED)

NOTE A - BASIS OF PRESENTATION

   On February 25, 1997, Mexco Energy Corporation (the "Registrant"), purchased
the stock of Forman Energy Corporation ("Forman") for the sum of $1,397,000.
Forman was previously a sub-chapter "S" corporation and as a result of the
purchase Mexco has assumed a deferred tax liability of $179,873.  The
accompanying pro forma combined balance sheet has been presented as if the
purchase of Forman ocurred on December 31, 1996 and the accompanying pro forma
combined statements of operations for the year ended March 31, 1996 and the nine
months ended December 31, 1996 have been prepared as if the purchase of Forman
was consummated at the beginning of the periods presented.

NOTE B - PRO FORMA ADJUSTMENTS

   Pro forma adjustments are necessary to reflect the balance sheet and
statements of operations of the Registrant assuming the purchase of Forman was
consummated at the beginning of the periods presented. The accompanying pro
forma balance sheet and statements of operations reflect the following
adjustments:

   (a) To record the purchase of Forman Energy Corporation for $1,397,000 plus
       closing adjustments of $27,550 and deferred tax liability of $179,873.

   (b) To eliminate acquisition equity and record shareholder distribution as of
       December 31, 1996.

   (c) To record interest expense on bank borrowings for the acquisition of
       Forman Energy Corporation using the current interest rate of 8.25%.

   (d) To record deferred tax liability.

   (e) To record estimated income tax expense at consolidated effective rate.

NOTE C - The following tables contain certain oil and gas disclosures reflecting
the pro forma combined oil and gas activities. Estimates for Forman are based on
reserves for the year ended December 31, 1995.

        Estimated Quantities of Proved Oil and Gas Reserves (Unaudited)
        ---------------------------------------------------------------


                                           Oil        Gas
                                          (Bbl)      (Mcf)
                                         -------   ---------
                                             
   Proved reserves -
       Balance, March 31, 1995           214,000   1,699,000
       Revision of previous estimates     11,000      29,000
       Purchase of minerals in place     118,000     354,000
       Extensions and discoveries        128,000     254,000
       Production                        (30,000)   (201,000)
       Sales of minerals in place         (1,000)    (57,000)
                                         -------   ---------
          Balance, March 31, 1996        440,000   2,078,000
                                         =======   =========


                                       8

 
                           MEXCO ENERGY CORPORATION
   NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS (UNAUDITED) - CONTINUED

           Standardized Measure of Discounted Future Net Cash Flows
                    Relating to Proved Oil and Gas Reserves
                                  (Unaudited)


                                                             
   Future oil and gas revenues                                  $ 13,221,000
   Future production and development costs                        (4,917,000)
   Future income tax expense                                        (807,000)
                                                                ------------ 
   Future net cash flows                                           7,497,000
   Discounted at 10% for estimated timing of cash flows           (2,926,000)
                                                                ------------
   Standardized measure of discounted future net cash flows     $  4,571,000
                                                                ============
 


      Changes in Standardized Measure of Discounted Future Net Cash Flows
                    Related to Proved Oil and Gas Reserves
                                  (Unaudited)


                                                               
   Sales and transfers of oil and gas produced, net
       of production costs                                        $ (558,000)
   Net changes in prices and production costs                        734,000
   Extensions and discoveries, less related costs                  1,063,000
   Revisions of previous quantity estimates                           95,000
   Accretion of discount                                             227,000
   Net change due to purchases and sales of minerals in place      1,253,000
   Net change in income taxes                                       (274,000)
   Other                                                             (20,000)
                                                                  ----------
          Net increase                                             2,520,000
 
   Balance at beginning of year                                    2,051,000
                                                                  ----------
 
   Balance at end of year                                         $4,571,000
                                                                  ==========
 

The foregoing tables do not include estimates for additional properties acquired
by the Company during the year.

                                       9

 
Signatures
- - ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    MEXCO ENERGY CORPORATION
                                    (A Colorado Corporation)
 


                                    /s/ Nicholas C. Taylor
                                    ---------------------------
                                    Nicholas C. Taylor,
                                    President and Treasurer

Date:  May 8, 1997

                                       10

 
                           FORMAN ENERGY CORPORATION

                                     Index

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS
 
(a)       REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS................ F-2
 
          Financial Statements of Business Acquired - Forman Energy 
            Corporation..................................................... F-3
 
          Balance Sheets as of December 31, 1996 and 1995................... F-3
 
          Statements of Operations for the years ended December 31, 1996 
            and 1995........................................................ F-4
 
          Statement of Stockholders' Equity for the years ended
            December 31, 1996 and 1995...................................... F-5
 
          Statements of Cash Flows for the years ended December 31, 1996
            and 1995........................................................ F-6
 
          Notes to Financial Statements..................................... F-7

                                       

 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
               --------------------------------------------------


Board of Directors
Forman Energy Corporation

We have audited the accompanying balance sheets of Forman Energy Corporation, as
of December 31, 1996 and 1995, and the related statements of operations,
stockholders' equity, and cash flows for the years then ended.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Forman Energy Corporation, as
of December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.



GRANT THORNTON LLP


Oklahoma City, Oklahoma
April 18, 1997

                                      F-2

 
                           FORMAN ENERGY CORPORATION

                                 BALANCE SHEETS

                                  December 31,


 
 
                           ASSETS                                           1996        1995
                                                                         ----------  ----------
 
                                                                               
CURRENT ASSETS
 Cash and cash equivalents                                               $  362,395  $  231,086
 Accounts receivable                                                         22,238       5,533
                                                                         ----------  ----------
 
          Total current assets                                              384,633     236,619
 
OIL AND GAS PROPERTIES, using the full cost method of
 accounting (notes B and E)                                                 280,705     208,000
   Less accumulated depreciation, depletion, and amortization                61,850      26,714
                                                                         ----------  ----------
                                                                            218,855     181,286
 
INVESTMENTS IN OIL AND GAS PARTNERSHIPS                                     844,393     895,080
 
OTHER ASSETS                                                                  5,044       5,044
                                                                         ----------  ----------
 
                                                                         $1,452,925  $1,318,029
                                                                         ==========  ==========
 
            LIABILITIES AND STOCKHOLDERS' EQUITY
 
CURRENT LIABILITIES
 Accounts payable - trade                                                $   29,294  $        -
 
STOCKHOLDERS' EQUITY
 Common stock, Class A, no par value - authorized, 200 shares; issued
   and outstanding, 9 shares at stated value of $1.11 a share                    10          10
 Common stock, Class B, no par value - authorized, 200 shares; issued
   and outstanding, 81 shares at stated value of $1.11 a share                   90          90
 Additional paid-in capital                                                 599,921     599,921
 Retained earnings                                                          823,610     718,008
                                                                         ----------  ----------
                                                                          1,423,631   1,318,029
                                                                         ----------  ----------
 
                                                                         $1,452,925  $1,318,029
                                                                         ==========  ==========

       The accompanying notes are an integral part of these statements.

                                      F-3

 
                           FORMAN ENERGY CORPORATION

                            STATEMENTS OF OPERATIONS

                            Year ended December 31,


 
 
                                                                     1996       1995
                                                                   --------   --------
 
                                                                        
 
Revenues
 Distributions from oil and gas partnerships                       $367,686   $268,521
 Oil and gas sales                                                   96,871     41,557
 Interest                                                             6,603      7,761
                                                                   --------   --------
                                                                    471,160    317,839
 
Costs and expenses
 Depletion and impairment of oil and gas partnerships (note C)      284,991    342,135
 Depreciation, depletion, and amortization                           35,136     23,377
 Production                                                          19,665      9,173
 General and administrative                                          25,766     12,918
 Loss on sale of stock                                                    -        222
                                                                   --------   --------
                                                                    365,558    387,825
                                                                   --------   --------
 
          NET EARNINGS (LOSS)                                      $105,602   $(69,986)
                                                                   ========   ========

       The accompanying notes are an integral part of these statements.

                                      F-4

                          FORMAN ENERGY CORPORATION
 
                       STATEMENT OF STOCKHOLDERS' EQUITY

                     Years ended December 31, 1996 and 1995


 
 
                                                     Common stock             
                                          --------------------------------
                                              Class A            Class B         Additional                  Total
                                          ---------------   ---------------        paid-in    Retained    stockholders'
                                          Shares   Amount   Shares   Amount        capital    earnings       equity
                                          ------   ------   ------   ------      ----------   --------    -------------
                                                                                     
 
Balance at January 1, 1995                   9      $10        81      $90         $599,921   $787,994     $1,388,015
                                                                                  
Net loss                                     -        -         -        -                -    (69,986)       (69,986)
                                           ---      ---       ---      ---         --------   --------     ----------
                                                                                  
Balance at December 31, 1995                 9       10        81       90          599,921    718,008      1,318,029
                                                                                 
Net earnings                                 -        -         -        -                -    105,602        105,602
                                           ---      ---       ---      ---         --------   --------     ----------
                                                                                 
Balance at December 31, 1996                 9      $10        81      $90         $599,921   $823,610     $1,423,631
                                           ===      ===       ===      ===         ========   ========     ==========

The accompanying notes are an integral part of this statement.

                                      F-5

 
                           FORMAN ENERGY CORPORATION

                            STATEMENTS OF CASH FLOWS

                            Year ended December 31,


                                                            1996        1995
                                                         ----------  ----------
                                                               
                                                        
Increase (Decrease) in Cash and Cash Equivalents        
                                                        
Cash flows from operating activities                    
 Distributions from oil and gas partnerships             $ 367,686   $ 268,521
 Cash received from oil and gas sales                       78,944      38,760
 Cash paid for oil and gas operating expenses              (16,836)     (8,989)
 Cash paid for general and administrative expenses         (25,766)    (12,918)
 Interest received                                           6,603       7,761
                                                         ---------   ---------
                                                        
          Net cash provided by operating activities        410,631     293,135
                                                        
Cash flows from investing activities                    
 Oil and gas property additions                            (45,018)   (122,104)
 Payments for interests in oil and gas partnerships       (234,304)   (226,825)
 Purchase of investments                                         -      (7,150)
 Proceeds from sale of investments                               -      16,833
                                                         ---------   ---------
                                                        
          Net cash used in investing activities           (279,322)   (339,246)
                                                         ---------   ---------
                                                        
          NET INCREASE (DECREASE) IN CASH               
            AND CASH EQUIVALENTS                           131,309     (46,111)
                                                        
Cash and cash equivalents at beginning of year             231,086     277,197
                                                         ---------   ---------
                                                        
Cash and cash equivalents at end of year                 $ 362,395   $ 231,086
                                                         =========   =========
                                                         
                                                         
Reconciliation of Net Earnings (Loss) to Net Cash        
Provided by Operating Activities                         
                                                         
Net earning (loss)                                       $ 105,602   $ (69,986)
Adjustments to reconcile net earnings (loss) to net      
 cash provided by operating activities                   
   Depreciation, depletion, and amortization                35,136      23,377
   Depletion and impairment of oil and gas               
    partnerships                                           284,991     342,135
   Loss on sale of investment                                    -         222
   Increase in accounts receivable                         (16,705)     (2,613)
   Increase in accounts payable                              1,607           -
                                                         ---------   ---------
                                                         
          Net cash provided by operating activities      $ 410,631   $ 293,135
                                                         =========   =========
Noncash Investing and Financing Activities
 
During 1996, the Company acquired oil and gas properties of $27,687 through
trade accounts payable.

       The accompanying notes are an integral part of these statements.

                                      F-6

 
                           FORMAN ENERGY CORPORATION

                         NOTES TO FINANCIAL STATEMENTS

                           December 31, 1996 and 1995


NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES

 The major operations of Forman Energy Corporation (the "Company") consist of
 exploration, production, and sale of crude oil and natural gas in the United
 States with an area of concentration in Texas.

 A summary of the significant accounting policies consistently applied in the
 preparation of the accompanying financial statements follows.

 1.  Investments in Oil and Gas Partnerships
     ---------------------------------------

 Investments in oil and gas partnerships where the Company has minor partnership
 interests (generally 1% to 3%) and has no influence over partnership operating
 or financial policies are accounted for using the cost method.  Under this
 method, all capital calls are recorded as additions to the partnership
 investments and partnership distributions are recognized as earnings.  Since
 the Company does not have estimates of reserves for the interests, these costs
 are depleted using an estimated composite rate for the properties and the
 investments are subject to an overall impairment test based on estimated future
 cash flows of the interests.

 2.  Oil and Gas Properties
     ----------------------

 The full cost method of accounting is used to account for oil and gas
 properties.  Under this method of accounting, all costs incident to the
 acquisition, exploration, and development of properties (both developed and
 undeveloped), including costs of abandoned leaseholds, lease rentals,
 unproductive wells, and well drilling and equipment costs, are capitalized.
 Costs are amortized using the units-of-production method.  The units-of-
 production method is based primarily on estimates of reserve quantities.  Due
 to uncertainties inherent in this estimation process, it is at least reasonably
 possible that reserve quantities will be revised significantly in the near
 term.  If the Company's unamortized costs exceed the cost center ceiling
 (defined as the sum of the present value, discounted at 10%, of estimated
 unescalated future net revenues from proved reserves, less related income tax
 effects), the excess is charged to expense in the year in which the excess
 occurs.  Generally, no gains or losses are recognized on the sale or
 disposition of oil and gas properties.

 3.  Production Costs
     ----------------

 Production costs include lease operating expenses and production taxes.

 4.  Cash and Cash Equivalents
     -------------------------

 The Company considers all highly liquid debt instruments purchased with a
 maturity of three months or less and money market funds to be cash equivalents.

 The Company maintains its cash in bank deposit accounts and money market funds
 which, at times, may exceed insured limits.  The Company has not experienced
 any losses in such accounts and believes it is not exposed to any significant
 credit risk.

 5.  Use of Estimates
     ----------------

 In preparing financial statements in conformity with generally accepted
 accounting principles, management makes estimates based on management's
 knowledge and experience.  Due to their prospective nature, actual results
 could differ from those estimates.

                                      F-7

 
                           FORMAN ENERGY CORPORATION

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995

NOTE A - NATURE OF OPERATIONS AND SUMMARY OF ACCOUNTING POLICIES - CONTINUED

 6.  Income Taxes
     ------------

 In accordance with the Company's election under Subchapter S of the Internal
 Revenue Code, corporate taxable income is generally treated as passing directly
 through to the stockholders and is not subject to income taxes at the corporate
 level.

NOTE B - OIL AND GAS COSTS

 The costs related to the oil and gas activities of the Company were incurred as
 follows:


 
                                              Year ended
                                             December 31,
                                          ------------------
                                            1996      1995
                                          --------  --------
                                              
 
   Property acquisition costs             $ 11,086  $ 70,000
   Development costs                      $ 61,619  $ 52,104

 The Company had the following aggregate capitalized costs relating to the
 Company's oil and gas property activities at December 31:


 
                                            1996      1995
                                          --------  --------
                                              
                                          
   Proved oil and gas properties          $280,705  $208,000
      Less accumulated depreciation,      
       depletion, and amortization          61,850    26,714
                                          --------  --------
                                          
                                          $218,855  $181,286
                                          ========  ========

NOTE C - IMPAIRMENT OF INVESTMENTS

 The Company recognized an impairment loss for its investments in oil and gas
 partnerships of approximately $86,000 for the year ended December 31, 1995.
 The amount of impairment loss was based on the estimated discounted future cash
 flows of the partnership interests.

NOTE D - SUBSEQUENT EVENT

 On February 25, 1997, the Company was purchased by Mexco Energy Corporation
 ("Mexco") for approximately $1,397,000.  In connection with the sale, the
 Company became jointly liable for a revolving line of credit payable from Mexco
 to a bank of $1,750,000.  Interest is payable monthly at prime rate established
 by the bank.  The loan is collateralized by oil and gas properties of Mexco and
 the Company's common stock and matures July 15, 1998.

NOTE E - OIL AND GAS RESERVE DATA (UNAUDITED)

 In accordance with Statement of Financial Accounting Standards ("SFAS") No. 69
 and Securities and Exchange Commission ("SEC") rules and regulations, the
 following information is presented with regard to the Company's proved oil and
 gas reserves, all of which are located in the United States. Information for
 oil is presented in barrels ("Bbls") and for gas in thousand cubic feet
 ("Mcf").

                                      F-8

 
                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995


NOTE E - OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED

 The SEC has adopted SFAS No. 69, Accounting Guidelines for Oil and Gas
 Producers.  These rules require the Company to include as a supplement to the
 basic financial statements a standardized measure of discounted future net cash
 flows relating to proved oil and gas reserves.

 The standardized measure, in management's opinion, should be examined with
 caution.  The basis for these disclosures is an independent petroleum
 engineer's reserve study which contains imprecise estimates of quantities and
 rates of production of reserves.  Revision of prior year estimates can have a
 significant impact on the results.  Also, exploration costs in one year may
 lead to significant discoveries in later years and may significantly change
 previous estimates of proved reserves and their valuation. Values of unproved
 properties and anticipated future price and cost increases or decreases are not
 considered.  Therefore, the standardized measure is not necessarily a "best
 estimate" of the fair value of the Company's oil and gas properties or of
 future net cash flows.

 The following summaries of changes in reserves and standardized measure of
 discounted future net cash flows were prepared from estimates of proved
 reserves developed by independent petroleum engineers and do not include
 amounts which may be attributable to the Company's cost basis investments.  No
 future income tax expenses were calculated as the Company is not a taxpaying
 entity.

               Summary of Changes in Proved Reserves (Unaudited)


 
                                                         1996               1995
                                                       --------           --------
                                               Bbls      Mcf      Bbls      Mcf
                                              -------  --------  -------  --------
                                                              
 Proved developed and undeveloped reserves
   Beginning of year                          15,000   158,000    7,000   132,000
   Purchase of minerals in place                   -         -    7,000     2,000
   Extensions and discoveries                  6,000     1,000    2,000    37,000
   Production                                 (3,000)  (20,000)  (1,000)  (13,000)
                                              ------   -------   ------   -------
 
   End of year                                18,000   139,000   15,000   158,000
                                              ======   =======   ======   =======
 
 Proved developed reserves
   Beginning of year                          10,000    97,000    6,000   124,000
   End of year                                13,000   120,000   10,000    97,000

            Standardized Measure of Discounted Future Net Cash Flows
              Relating to Proved Oil and Gas Reserves (Unaudited)


 
                                                                  December 31,
                                                             -----------------------
                                                                1996         1995
                                                             -----------  ----------
                                                                    
 
 Future oil and gas revenues                                 $1,032,000   $ 982,000
 Future production and development costs                       (284,000)   (341,000)
                                                             ----------   ---------
 Future net cash flows                                          748,000     641,000
 Discounted at 10% for estimated timing of cash flows          (239,000)   (205,000)
                                                             ----------   ---------
 
 Standardized measure of discounted future net cash flows    $  509,000   $ 436,000
                                                             ==========   =========


                                      F-9

 
                           FORMAN ENERGY CORPORATION

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED

                           December 31, 1996 and 1995


NOTE E - OIL AND GAS RESERVE DATA (UNAUDITED) - CONTINUED

      Changes in Standardized Measure of Discounted Future Net Cash Flows
               Related to Proved Oil and Gas Reserves (Unaudited)


 
                                                                                       Year ended December 31,
                                                                                       ----------------------- 
                                                                                          1996         1995   
                                                                                       ---------    ----------
                                                                                              
 
 Sales and transfers of oil and gas produced, net of production costs                   $(77,000)   $(32,000)
 Extensions and discoveries, less related costs                                           52,000     109,000
 Accretion of discount                                                                    44,000      24,000
 Net change due to purchases of minerals in place                                              -     103,000
 Other                                                                                    54,000      (9,000)
                                                                                        --------    --------
 
            Net increase                                                                  73,000     195,000
 
 Balance at beginning of year                                                            436,000     241,000
                                                                                        --------    --------
 
 Balance at end of year                                                                 $509,000    $436,000
                                                                                        ========    ========


                                      F-10