UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                   FORM 10-QSB

               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002

                          Commission file number 0-6541

                               DISCOVERY OIL, LTD.
             (Exact name of registrant as specified in its charter)

             DELAWARE                                    83-0207909
(State or other jurisdiction of            (IRS Employer Identification Number)
incorporation  or  organization)

                            6127 Ramirez Canyon Road
                                   Malibu, CA
                    (Address of principal executive offices)

                                      90265
                                   (Zip Code)

                                 (310) 457-1967
              (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to  be  filed  by  Section  13  or 15 (d) of the Securities Exchange Act of 1934
during  the  preceding 12 months (or for such shorter period that the Registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.  Yes  (X)     No  ( )

At  May  8,  2002, the registrant had outstanding 20,039,971 shares of par value
$0.001  common  stock.






















<page>
                              DISCOVERY OIL, LTD
                                  FORM 10QSB
                      For the period ended March 31, 2002


                                TABLE OF CONTENTS

                                     PART I

                                                                          PAGE

ITEM  1  Statements  of  Financial  Position  as  of  March  31,  2002
         and  December  31,  2001                                            3

         Statements  of  Operations  For  the  Three  Month  Periods
         Ended March  31,  2002  and  2001                                   4

         Statements  of  Cash  Flows  For  the  Three  Month  Periods
         Ended  March  31,  2002  and  2001                                  5

         Notes  to  Financial  Statements                                    6

ITEM  2  Management's Discussion and Analysis of Financial Condition and
         Results  of  Operations                                             7

                                     PART II

ITEM  1      Legal  Proceedings                                              9

ITEM  2      Changes  in Securities                                          9

ITEM  3      Defaults  Upon Senior Securities                                9

ITEM  4      Submission  of  Matters  to  a  Vote  of  Security  Holders     9

ITEM  5      Other  Information                                              9

ITEM  6      Exhibits and Reports on Form 8-K                                9

Signatures                                                                  10






















<page>
DISCOVERY OIL, LTD.             STATEMENTS  OF  FINANCIAL  POSITION  AS  OF
(UNAUDITED)                     MARCH  31,  2002  AND  DECEMBER  31,  2001




                                               (UNAUDITED)
                                                MARCH  31,     DECEMBER  31,
                                                   2002            2001
                                              --------------  --------------
ASSETS
CURRENT  ASSETS
Cash                                          $         134   $       3,058
Accounts  receivable                                  3,761           1,274
                                              --------------  --------------

Total  Assets                                 $       3,895   $       4,332
                                              ==============  ==============


LIABILITIES  AND  STOCKHOLDERS' DEFICIT
---------------------------------------

CURRENT  LIABILITIES
Accounts  payable                             $       7,933   $      10,819
                                              --------------  --------------
Related party payable                                 1,712             134
                                              --------------  --------------

    Total  Current  Liabilities                       9,645          10,953
                                              --------------  --------------

STOCKHOLDERS' DEFICIT
Preferred stock; $1.00 par value;
  5,000,000 shares authorized; none
  issued  and  outstanding                              -               -
Common stock; $0.001 par value;
  200,000,000 shares authorized;
  20,039,971 shares issued and
  outstanding                                        20,041          20,041
Additional paid-in capital                          563,961         563,961
Accumulated  deficit                               (589,752)       (590,623)
                                              --------------  --------------

Total stockholders' deficit                         (5,750)          (6,621)
                                              --------------  --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT   $       3,895   $       4,332
                                              ==============  ==============











See the accompanying notes.

<page>
DISCOVERY  OIL,  LTD.          STATEMENTS OF OPERATIONS FOR THE THREE MONTH
(UNAUDITED)                    PERIODS  ENDED  MARCH  31,  2002  AND  2001


                                                MARCH  31,      MARCH  31,
                                                   2002            2001
                                              --------------  --------------

REVENUES
Sales  of  oil                                $       8,396   $       9,549
                                              --------------  --------------

OPERATING  EXPENSES
Direct  cost  of  production                         3,286            3,276
General  and  administrative  expenses               4,239           12,283
                                              --------------  --------------

Total  operating  expenses                            7,525          15,559
                                              --------------  --------------

OTHER  EXPENSES
Interest  expense                                       -             4,809
                                              --------------  --------------

Total  other  expenses                                  -             4,809
                                              --------------  --------------

NET  INCOME  (LOSS)                           $         871   $     (10,819)
                                              ==============  ==============


NET INCOME (LOSS) PER SHARE - BASIC           $        Nil    $        Nil
                                              ==============  ==============

WEIGHTED  AVERAGE  SHARES
OUTSTANDING  -  BASIC                         $  20,039,971   $   9,563,340
                                              ==============  ==============























See the accompanying notes.

<page>
DISCOVERY OIL, LTD.      STATEMENTS  OF  CASH  FLOWS  FOR  THE  THREE  MONTH
(UNAUDITED)              PERIODS  ENDED  MARCH  31,  2002  AND  2001



                                                MARCH  31,      MARCH  31,
                                                   2002            2001
                                              --------------  --------------

CASH  FLOWS  FROM  OPERATING  ACTIVITIES
  Net Income (Loss)                           $         871   $     (10,819)
  Change  in:
    Increase in interest payable                        -             4,809
    Accounts  payable                                (2,886)           (334)
    Accounts  receivable                             (2,487)         (1,522)
                                              --------------  --------------
Net cash flows used from  operating
  activities                                         (4,502)         (7,866)
                                              --------------  --------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES
  (Decrease) increase in related party
    payables                                          1,578         (15,492)
  Increase in convertible notes payable                 -            52,250
                                              --------------  --------------
Net cash flows provided from financing
  activities                                          1,578          36,758
                                              --------------  --------------

NET  INCREASE  (DECREASE)  IN  CASH                  (2,924)         28,892
                                              --------------  --------------

CASH  AT  BEGINNING  OF  PERIOD                       3,058             -
                                              --------------  --------------

CASH  AT  END  OF  PERIOD                     $         134   $      28,892
                                              ==============  ==============























See the accompanying notes.

<page>
DISCOVERY  OIL,  LTD.
NOTES  TO  FINANCIAL  STATEMENTS
(Unaudited)
-----------

1.     BASIS  OF  PRESENTATION:

The  financial  statements  of  Discovery  Oil,  LTD. included herein, have been
prepared  without audit, pursuant to the rules and regulations of the Securities
and  Exchange  Commission.  Although  certain  information  normally included in
financial statements prepared in accordance with accounting principles generally
accepted  in  the  United  States  of  America  has  been  condensed or omitted,
Discovery  Oil,  LTD.  believes  that  the  disclosures are adequate to make the
information presented not misleading.  These financial statements should be read
in  conjunction  with  the financial statements and notes thereto for the fiscal
year ended December 31, 2001 included in Discovery Oils, LTD.'s annual report on
Form  10-KSB.

The  financial   statements  included   herein  reflect  all   normal  recurring
adjustments  that,  in  the  opinion  of  management,  are  necessary for a fair
presentation.  The results for interim periods are not necessarily indicative of
trends  or of results to be expected for the full year ending December 31, 2002.

Included  in  the  Company's  production  expenses  as  presented are all direct
expenses  of  oil  production,  including  severance  taxes  and  royalties, not
included  in  production  expenses are depreciation, depletion, and amortization
("DD&A")  expenses  and  corporate  administration expenses.  All information is
presented  on  the  accrual  basis  of  accounting.

2.     COMMITMENTS  AND  CONTINGENCIES:

In  connection  with  its 12.5% non-operating working interest in six oil wells,
the  Company  entered  into  an  operating agreement with the majority owner and
operator  of  the  wells.  The  agreement, modeled after agreements standard and
customary  to  the  oil  industry, commits the Company to pay its share of joint
interest  operating  costs incurred in the operation, maintenance, and potential
future  development  of  the  wells.  Oil  prices  are  extremely  volatile  and
instances  may  occur  where the Company's revenues from oil sales are less than
its  corresponding  production  expenses.  In  addition,  oil  well  repair  and
maintenance  activities  may  interrupt  oil  sale  revenue  and  add to overall
operation  costs.

Domestic  oil  operations  are  also subject to extensive federal regulation and
potential  interruption or termination by governmental authorities on account of
environmental  and  other  regulatory  considerations.  The recent trend towards
stricter standards in environmental legislation and regulation may continue, and
this  could  increase  the  overall  costs  to  the  Company.















<page>
                              DISCOVERY OIL, LTD
                                  FORM 10QSB
                      For the period ended March 31, 2002

ITEM  2     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
            FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATION

GENERAL

Discovery  Oil,  Ltd.  (the  "Company",  "Registrant",  or "Discovery Oil"), was
originally  organized  under  the  laws  of  the  State of Wyoming in 1964.  The
Company  became  a  Delaware  corporation  through  a merger with a wholly owned
subsidiary  in  1981.  Prior  to  1992,  the  Company  was involved as a general
partner  in several limited partnerships for the purpose of drilling oil and gas
wells  in Ohio, Wyoming, Colorado, Kansas, and Texas.  In 1988 the Company filed
a  petition  in  Bankruptcy pursuant to Chapter 11 of the Bankruptcy code in the
United  States  Bankruptcy Court.  On July 10, 1996, the Court entered its order
and  Final Decree, confirming the execution of the Company's reorganization plan
and  concluding  all  proceedings  and  jurisdiction  of  the  bankruptcy.

The  Company  has  a  non-operating  working interest in six producing oil wells
having proved reserves.  The working interest grants the Company a 12.5% working
interest,  or a 9.32% net revenue interest after underlying royalty payments, in
the  oil  produced and marketed from each well.  The oil wells are near the city
of  Signal  Hill,  California;  the  Company  maintains  an  office  in  Malibu,
California.

The  financial statements are presented on the basis that the Company is a going
concern,  which  contemplates  the realization of assets and the satisfaction of
liabilities  in  the normal course of business over a reasonable length of time.
The  Company  has  incurred  operating  losses  for  several  years  and  has  a
stockholders'  deficit.  These  conditions  raise  substantial  doubt  as to the
Company's  ability  to  continue  as  a  going concern.  The Company's financial
statements  for  the year ended December 31, 2001, were audited by the Company's
independent  certified  public accountants, whose report includes an explanatory
paragraph  stating that the financial statements have been prepared assuming the
Company  will  continue  as  a  going  concern and that the Company has incurred
operating  losses  since  its  inception  that raise substantial doubt about its
ability  to  continue  as  a  going  concern.

This  report  contains both historical and prospective statements concerning the
Company  and  its operations.  Prospective statements (known as "forward-looking
statements")  may  or  may  not  prove  true with the passage of time because of
future  risks  and uncertainties.  The Company cannot predict what factors might
cause  actual  results  to differ materially from those indicated by prospective
statements.

RESULTS  OF  OPERATIONS

For  the  three  month  period  ended March 31, 2002 compared to the three month
period  ended  March  31,  2001.

For  the three months ended March 31, 2002, the Company had a net income of $871
compared  to  a net loss of $10,819 during the comparable period in the previous
year.  The increase in net income from 2001 to 2002 was primarily due to general
and  administrative  expenses  and interest incurred during the first quarter of
2001  that  were  not  incurred  during  the  first  quarter  of  2002.





<page>
                              DISCOVERY OIL, LTD
                                  FORM 10QSB
                      For the period ended March 31, 2002

RESULTS  OF  OPERATIONS  (CONTINUED)

During the three month period ended March 31, 2002, the Company generated $8,396
from  the  sale of 492 barrels (the Company's net revenue interest share) of oil
at  an  average  sales  price of approximately $17 per barrel.  During the three
month period ended March 31, 2001, the Company generated $9,549 from the sale of
428  barrels  of  oil at an average sales price of approximately $22 per barrel.
Oil  production  expenses  were  $3,286  during  the  first  quarter of 2002, or
approximately  $7  per  barrel  sold, compared to $3,276 or approximately $8 per
barrel  sold  during  the  first  quarter  of  2001.

General  and  administrative  expenses  decreased  from $12,283 during the first
quarter  of 2001, to $4,239 during the comparable quarter of 2002.  The decrease
was  principally  due  to  the cost associated with the listing Company's common
stock  on  the  Over-the-Counter  Bulletin Board that were incurred in the first
quarter  of  2001;  no  such  expenses were incurred in the comparable period of
2002.

Interest  expense  was  $4,809  during  the  first quarter of 2001; there was no
interest  expense for comparable period of 2002, as all interest bearing related
party  advances  and  convertible  promissory notes had been converted to common
stock  during  the  second  and  third  quarters  of  2001.

FINANCIAL  CONDITION  AND  LIQUIDITY

During  the  three month period ended March 31, 2002, the Company used $4,502 of
cash  in  operating  activities.  Management  plans  to  fund  future short-term
operating  needs  through profits from its oil producing properties and advances
from  related  party  shareholders, although there can be no assurances that oil
production  profits and advances from related parties will be sufficient to fund
the  Company's  operations.

The  Company's management hopes to acquire an interest in a business opportunity
presented  to  it  by  persons  or  entities  who  or which desire the perceived
advantages  of an Exchange Act registered corporation.  There are no assurances,
however,  that  management  will  be  successful  in its plans in acquiring such
interests.





















<page>
                              DISCOVERY OIL, LTD
                                  FORM 10QSB
                      For the period ended March 31, 2002

                                     PART II


ITEM  1.     LEGAL  PROCEEDINGS

     NONE

ITEM  2.     CHANGES  IN  SECURITIES

     NONE

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     NONE

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY
                        HOLDERS

     NONE

ITEM  5.     OTHER  INFORMATION

     NONE

ITEM  6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     NONE































<page>
                              DISCOVERY OIL, LTD
                                  FORM 10QSB
                      For the period ended March 31, 2002



                                   SIGNATURES




Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the  undersigned,  thereunto  duly  authorized.



                               Discovery Oil, LTD.
                               -------------------
                                  (Registrant)


By: /S/ Andrew V. Ippolito                                   May  14,  2002
---------------------------------                            --------------
Andrew  V.  Ippolito                                              Date
President  and  Director