SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

    Date of Report (Date of earliest event reported):     December 5, 2002


                            MEXCO ENERGY CORPORATION
                            ------------------------
               (Exact name of registrant as specified in charter)


           Colorado                        0-6694                84-0627918
- -------------------------------       ----------------       -------------------
(State or other jurisdiction of       (Commission No.)         (IRS Employer
       of incorporation)                                     Identification No.)

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



                            MEXCO ENERGY CORPORATION

                                      Index

ITEM 5.   OTHER EVENTS........................................................ 3

                                       2


ITEM 5.   OTHER EVENTS

     (a)  On  December  5, 2002,  the  Registrant  entered  into an  Exploration
Agreement  with Falcon Bay Operating,  LLC.  Pursuant to such  agreement,  Mexco
Energy  Corporation  has obtained the option to purchase and  inventory  seismic
data and  acreage  in the  shallow  water  areas of Texas and  Louisiana.  These
prospects  would be offered to other third party  investors  involving a carried
interest which would be split equally between Falcon Bay and the Registrant.  In
consideration  for the option to obtain four such purchase  options,  Registrant
has issued  warrants to purchase  107,500  shares of common stock at an exercise
price of $5.00 per share.  Such  warrants  are  exercisable  for a period of two
years from date of grant. Additional warrants,  exercisable at the same exercise
price and  exercisable for two years,  would be issued  covering  322,500 shares
upon  exercise  of the  Registrant's  right  to  participate  in a total of four
prospects.  Registrant will have an obligation to pay its share of expenses upon
completion of carried interest and would bear the risk of loss in the event that
any of these prospects are not sold.

     These  prospects will involve high risk and reserve  potential in the 50 to
500 billion  cubic feet of natural gas at depths of 4,500 to 20,000 feet.  These
prospects  will be subject  to the right of first  refusal of two larger oil and
gas companies which generally seek larger reserves at deeper depths.

     Registrant  estimates that such  transactions may involve the commitment of
up to  approximately  $1.5 to 2.5 million,  which would entail  borrowing and be
dependent  upon  Registrant's  ability to re-sell the  prospects  and repeat the
process  within  its  lending  limits or subject to  obtaining  other  financing
arrangements.

     Registrant  has exercised its option to purchase at an aggregate cash price
of $597,301  the acreage and seismic data on the first  prospect  located in the
Galveston Bay  transition  zone with a well expected to be drilled to a depth of
12,500 feet.  Falcon Bay is  negotiating to sell this prospect on the basis of a
carried interest in the first well and Registrant being responsible for the cost
of its share in any subsequent  wells. At casing point Registrant has the option
to  purchase  Falcon  Bay's  interest in each  prospect,  in  consideration  for
issuance of Registrant's stock .

     The coastal transition zone includes shallow  state-owned  waters,  coastal
wetlands and onshore property.  It is where the US Gulf of Mexico  "transitions"
into the Texas and Louisiana onshore area.

                                    SIGNATURE

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

                                        MEXCO ENERGY CORPORATION

                                        By: /s/ Nicholas C. Taylor
                                           ----------------------------
                                        Nicholas C. Taylor, President

Date:     December 5, 2002

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