SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933

ATTENTION:   Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.
1(a) NAME OF ISSUER (Please type or print)   (b) IRS IDENT. NO.   (c) S.E.C. FILE NO.

PETROCORP INC
 
760380430
 
01-14459
1(d) ADDRESS OF ISSUER   STREET   CITY   STATE   ZIP CODE   (e) TELEPHONE NO.
                    AREA CODE   NUMBER

6733 South Yale
 
 
 
Tulsa
 
Oklahoma
 
74136
 
(918)
 
491-4500
2(a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD   (b) SOCIAL SECURITY NO. OR IRS IDENT. NO.   (c) RELATIONSHIP TO ISSUER   (d) ADDRESS   STREET   CITY   STATE   ZIP CODE

St. Paul Fire and Marine Insurance Company
 
41-0518860
 
10% Owner
 
385 Washington Street
 
St. Paul
 
Minnesota
 
55102
INSTRUCTIONS: The person filing this notice should contact the issuer to obtain the I.R.S. Identificaiton Number and the S.E.C. File Number.
3(a)   (b)   SEC USE ONLY   (c)   (d)   (e)   (f)   (g)
Title of the Class of Securities To Be Sold   Name and Address of Each Broker Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities   Broker-Dealer File Number   Number of Shares or Other Units To Be Sold
 (See instr. 3(c))		   Aggregate Market Value
 (See instr. 3(d))		   Number of Shares or Other Units Outstanding
 (See instr. 3(e))		   Approximate Date of Sale
 (See instr. 3(f))
(MO. DAY YR)		   Name of Each Securities Exchange
 (See instr. 3(g))
Common Stock   Jones & Associates, Inc.
32133 West Lindero Canyon Road, Suite 208
Westlake Village, California 91361-4226		   126,876 (1)   $1,783,825.80 (2)   12,690,000   07/18/03 (1)   AMEX

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

INSTRUCTIONS:            
1.   (a)   Name of issuer   3.   (a)   Title of the class of securities to be sold
    (b)   Issuer's I.R.S. Identification Number       (b)   Name and address of each broker through whom the securities
    (c)   Issuer's S.E.C. file number, if any           are intended to be sold
    (d)   Issuers address, including zip code       (c)   Number of shares or other units to be sold (if debt securities,
    (e)   Issuer's telephone number, including area code           give the aggregate face amount)
2.   (a)   Name of person for whose account the securities are to be sold       (d)   Aggregate market value of the securities to be sold as of a
    (b)   Such person's Social Security or I.R.S. identification number           specified date within 10 days prior to the filing of this notice
    (c)   Such person's relationship to the issuer, (e.g., officer, director,       (e)   Number of shares or other units of the class outstanding, or if
        10% stockholder, or member of immediate family of any of           debt securities the face amount thereof outstanding, as shown
        the foregoing)           by the most recent report or statement published by the issuer
    (d)   Such person's address, including zip code       (f)   Approximate date on which the securities are to be sold
                (g)   Name of each securities exchange, if any, on which the securities are intended to be sold

TABLE I—SECURITIES TO BE SOLD
Furnish the following information with respect to the acquisition of the securities to be sold
and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of the Class
   Date you Acquired
   Nature of Acquisition Transaction
   Name of Person from Whom Acquired
(If gift, also give date donor acquired)
   Amount of Securities Acquired
   Date of Payment
   Nature of Payment
Common Stock   Prior to April, 1998 (3)   Private Purchase (3)   United States Fidelity and Guaranty Company (3)   1,731,000   At date of acquisition   Cash and Assets
INSTRUCTIONS:   1.   If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.   2.   If within two years after the acquisition of the securities the person for whose account they are to be sold had any short positions, put or other option to dispose of securities referred to in paragraph (d) (3) of Rule 144, furnish full information with respect thereto.
TABLE II—SECURITIES SOLD DURING THE PAST 3 MONTHS
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold
Name and Address of Seller
   Title of Securities Sold
   Date of Sale
   Amount of Securities Sold
   Gross Proceeds
Not Applicable                
REMARKS: (1) Sales of the Common Stock are to commence July 18, 2003, and may, depending on the rate of sale, continue until the earlier of a period of three months or until the sale of the identified number of shares to be sold is completed.
(2) Based on share price of 07/18/03.
(3) On April 27, 1998, St. Paul Fire and Marine Insurance Company acquired substantially all of the assets of United States Fidelity and Guaranty Company, such assets including the 1,731,000 common shares of PetroCorp, Inc.		   ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed.

INSTRUCTIONS:
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice
 
 

July 18, 2003
 
Bruce H. Saul, Vice President, Legal Services
 
DATE OF NOTICE   (SIGNATURE)

The notice shall be signed by the person for whose account the securities are to be sold.
At least one copy of the notice shall be manually signed.
Any copies not manually signed shall bear typed or printed signatures.
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations
(See 18 U.S.C. 1001)