SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) February 18, 2000
SOUTH TEXAS DRILLING & EXPLORATION, INC.
(Exact name of registrant as specified in its charter)
State of Texas 2-70145 74-2088619
(State or other
jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9310 Broadway, San Antonio, Texas 78217
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (210) 828-7689
_________________________________________________________________
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant.
On February 18, 2000, the Registrant sold in a private
transaction 1,153,846 shares of $.10 par value common stock to
WEDGE Energy Services, L.L.C., a Delaware limited liability company
("WEDGE"). The Registrant understands that Mr. Issam M. Fares is
the ultimate beneficial owner of all of the outstanding ownership
interests of WEDGE. WEDGE paid an aggregate $1,500,000 for the
1,153,846 shares of common stock purchased by WEDGE. The
Registrant understands that the $1,500,000 aggregate purchase price
was obtained by WEDGE from affiliated entities or persons.
The 1,153,846 shares acquired by WEDGE, which constitute all
of capital stock of the Registrant owned by WEDGE, represents
15.86% of the Registrant's common stock outstanding; or 10.76% on
a fully diluted basis assuming conversion of all of the
Registrant's Convertible Preferred Stock and stock options
outstanding.
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 hereunto duly authorized.
Date: March 2, 2000 SOUTH TEXAS DRILLING &
EXPLORATION, INC.
By: Wm. Stacy Locke
Wm. Stacy Locke, President
