UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

SOUTH TEXAS DRILLING AND EXPLORATION, INC.
(Exact name of registrant as specified in its charter)

TEXAS 74-2088619

(State of Incorporation or Organization) (I.R.S. Employer

Identification No.)

9310 Broadway, Bldg. 1, San Antonio, Texas 78217

(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

None

If this form relates to the registration of a class of securities

pursuant to Section 12(b) of the Exchange Act and is effective

pursuant to General Instruction A.(c), check the following box.[]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.[X]

Securities Act registration statement file number to which this form relates:

2-70145

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock $0.10 Par Value

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant's Stock to be Registered

The Registrant is authorized to issue 30,000,000 shares of

Common Stock, $0.10 par value.

The outstanding shares of Common Stock are fully paid and

non-assessable.

Holders of shares of Common Stock are entitled to one vote

per share on all matters submitted to a vote of shareholders.

Shares of Common Stock do not have cumulative voting rights,

which means that the holders of more than 50% of the shares

voting for the election of the Board of Directors can elect all

of the directors and, in such event, the holders of the remaining

shares will not be able to elect any directors. The Registrant's

Articles of Incorporation deny shareholders any preemptive rights

to subscribe for or purchase any stock, obligations, warrants or

other securities of the Registrant.

Upon any liquidation, dissolution or winding up of the

Registrant, holders of shares of Common Stock are entitled to

receive pro rata all of the assets of the Registrant available

for distribution to shareholders, but only to the extent that

such assets are available after satisfaction of all liquidation

preferences held by the holders of the Company's Series B 8%

Convertible Preferred Stock ("Series B Stock"). In the event of

liquidation, dissolution or winding up of the Company, holders of

the 184,615 issued and outstanding shares of Series B Stock are

entitled to a distribution consisting of $16.25 per share, and

an amount per share equal to cumulated but unpaid dividends.

Holders of record of shares of Common Stock are entitled to

receive dividends when and if declared by the Board of Directors

out of funds of the Registrant legally available therefor, but

only to the extent that such dividends are payable after

satisfaction by the Company of all obligations to the holders of

the Company's Series B Stock. Holders of Series B Stock are

entitled to receive when declared by the Company, an amount equal

to 8% of the liquidation value of $16.25 per annum, and such

dividends are cumulative, without interest. Further, shares of

Common Stock may not be redeemed by the Company while any shares

of the Series B Stock are outstanding.

Item 2. Exhibits

Exhibit 1-The Company's Articles of Amendment to the Articles of

Incorporation (previously filed as an Exhibit to the Company's

Form S-8, filed on October 20, 2000, File No. 2-70145).

Exhibit 2-The Company's Second Amended Certificate of

Designation, Reducing the Number of Shares Formerly Designated

Series A, Series B and Series C Preferred Stock to Zero and

Designating the Voting Powers, Preferences and Rights of a New

Series A 8% Convertible Preferred Stock, dated April 15, 1997

(previously filed as an Exhibit to the Company's 1996 Annual

Report on Form 10-K, File No. 2-70145).

Exhibit 3- The Company's Third Amended Certificate of

Designation, Correcting an Error in the Second Amended

Certificate of Designation and Designating the Voting Powers,

Preferences and Rights of a New Series B 8% Convertible Preferred

Stock, dated June 9, 1998 (previously filed as an Exhibit to the

Company's 1998 Annual Report on Form 10-K, File No. 2-70145).

Exhibit 4-Specimen of the Company's Common Stock

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities

Exchange Act of 1934, the Registrant has duly caused this

registration statement to be signed on its behalf by the

undersigned, thereto duly authorized.

SOUTH TEXAS DRILLING &
EXPLORATION, INC.

DATE: February 9, 2001 By: /s/ Wm. Stacy Locke

Wm. Stacy Locke, President