SOUTHWEST ROYALTIES INC
8-K, 1999-12-23
CRUDE PETROLEUM & NATURAL GAS
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              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: December 23, 1999

Commission file number:  000-23701


SOUTHWEST ROYALTIES, INC.            SOUTHWEST ROYALTIES
(Exact Name of Registrant as         HOLDINGS, INC.
Specified in Its Charter)            (Exact Name of Registrant as
                                     Specified in Its Charter)

Delaware                             Delaware
(State or Other Jurisdiction of        (State or Other Jurisdiction of
Incorporation or Organization)       Incorporation or Organization)

75-1917432                           75-2724264
(I.R.S. Employer Identification        (I.R.S. Employer Identification
Number)                              Number)

407 North Big Spring, Suite 300
Midland, Texas                       79701
(Address of Principal Executive                             (Zip Code)
Offices)


 Registrants' Telephone Number, Including Area Code:  (915) 686-
                              9927




                              None
 (Former name or former address, if changed since last report.)




The total number of pages contained in this report is 4.

<PAGE>

Item 5.   Other Events


        Southwest  Royalties  Inc.  ("Southwest"),  is  currently
negotiating  a $50 million revolving line of credit with  BankOne
Texas,  N.A. (the "Credit Facility") which will mature  June  30,
2001.   As  currently contemplated, the Credit Facility  will  be
secured  by substantially all of Southwest's proved oil  and  gas
properties  and  will  be guaranteed, on an unsecured  basis,  by
Southwest  Royalties Holdings, Inc., Southwest's parent  company.
The  Credit  Facility will contain covenants which  limit  loans,
advances,  investments, and dividends and set a minimum  interest
coverage   ratio  for  Southwest.   In  addition,  as  a   credit
enhancement,  El Paso Energy Corporation will agree  to  purchase
BankOne  Texas,  N.A.'s note or a participation in  the  note  in
certain circumstances.  The funds from the Credit Facility may be
used  for  working capital and other general corporate  purposes,
including  the repurchase of a portion of Southwest's outstanding
10.5% Senior Notes due 2004.

<PAGE>

                           SIGNATURES
                   SOUTHWEST ROYALTIES, INC.


      Pursuant to the requirements of Section 13 or 15(d) 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.

                                                        SOUTHWEST
                              ROYALTIES, INC.


                                                              By:
                                   /s/ Bill E. Coggin

- -------------------------

Bill E. Coggin, Vice President
                                   and

Chief Financial Officer

                                                            Date:
                                   December 23, 1999


      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the date indicated.


Date: December 23, 1999            /s/ Bill E. Coggin
                              ----------------------------------
                              Bill E. Coggin, Vice President and
                              Chief Financial Officer

<PAGE>
                           SIGNATURES
               SOUTHWEST ROYALTIES HOLDINGS, INC.


      Pursuant to the requirements of Section 13 or 15(d) 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.

                                                        SOUTHWEST
                              ROYALTIES HOLDINGS, INC.


                                                              By:
                                   /s/ Bill E. Coggin

- -------------------------

Bill E. Coggin, Vice President
                                   and

Chief Financial Officer

                                                            Date:
                                   December 23, 1999


      Pursuant to the requirements of the Securities Exchange Act
of  1934,  this  report has been signed below  by  the  following
persons on behalf of the registrant and in the capacities and  on
the date indicated.


Date: December 23, 1999            /s/ Bill E. Coggin
                              ----------------------------------
                              Bill E. Coggin, Vice President and
                              Chief Financial Officer

<PAGE>





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