UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC  20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2001

                          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
    incorporation or organization)                       Identification Number)

                            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                                   No       X
                                                       ---


                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate  the  number  of  shares outstanding of each of the issuer's classes of
common  stock  as  of  May  3,  2001:         9,313,352














                                   Page 1 of 9
<PAGE>
                                TABLE OF CONTENTS

                                     PART I

            PAGE


ITEM  1

     Statement of Financial Position as of March 31, 2001
       and  December  31,  2000                                             3

     Statement  of  Operations  For  the  Three  Month  Periods  Ended
       March  31,  2001  and  2000                                          4

     Statement  of  Cash  Flows  For  the  Three  Month  Periods
       Ended  March  31,  2001  and  2000                                   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                                             8

ITEM  2      Changes  in Securities                                         8

ITEM  3      Defaults  Upon Senior Securities                               8

ITEM  4      Submission of Matters to a Vote of Security  Holders           8

ITEM  5      Other  Information                                             8

ITEM  6      Exhibits and Reports on Form 8-K                               8

Signatures                                                                  9





















                                   Page 2 of 9
<PAGE>
Statement  of  Financial  Position  as  of
DISCOVERY  OIL,  LTD.     March  31,  2001  and  December  31,  2000
---------------------     ------------------------------------------



                                                    March  31,     December 31,
                                                       2001           2000
                                                    (Unaudited)
                                                   -------------  -------------

ASSETS

CURRENT  ASSET  -  Cash                            $     28,892   $          0
                                                   -------------  -------------

TOTAL  ASSETS                                      $     28,892   $          0
                                                   =============  ==============

LIABILITIES  AND  STOCKHOLDERSEQUITY  (DEFICIT)

CURRENT  LIABILITIES
   Related  party  payable                         $    156,964   $     172,457
   Interest payable to related party                    273,383         268,904
   Convertible  notes  payable                           52,250               0
   Interest  payable                                        330               0
                                                   -------------  -------------

         Total  Current  Liabilities                    482,927        441,361
                                                   -------------  -------------

STOCKHOLDERSEQUITY  (DEFICIT)
   Preferred stock; $1.00 par value; 5,000,000
     shares authorized; no shares outstanding               -              -
   Common stock; $.01 par value; 25,000,000
     shares authorized; 9,313,352 shares
     issued and outstanding                              93,134         93,134
   Discount  on  common  stock                           (4,634)        (4,634)
   Accumulated  deficit                                (542,535)      (529,861)
                                                   -------------  -------------

Total  StockholdersEquity  (Deficit)                   (454,035)      (441,361)
                                                   -------------  -------------

TOTAL LIABILITIES AND STOCKHOLDERSEQUITY (DEFICIT) $     28,892   $          0
                                                   =============  =============















                                   Page 3 of 9
<PAGE>
DISCOVERY  OIL,  LTD.          Statement of Operations for the Three Month
(UNAUDITED)                    Periods  Ended  March  31,  2001  and  2000
-----------                    -------------------------------------------


                                                    March  31,     March  31,
                                                       2001           2000
                                                   -------------  -------------


REVENUES                                           $      4,417   $      2,506
                                                   -------------  -------------
OPERATING  EXPENSES
     Legal  and  accounting                               7,739          3,000
     Bank  charges                                           10             30
     Office  expense                                         55             53
     Fees                                                 2,070            269
     Telephone                                            1,109          1,045
     Travel                                               1,000            500
     Tax  &  licenses                                       -            3,330
     Miscellaneous  expense                                 300            -
     Interest                                             4,809          5,127
                                                   -------------  -------------

            Total  Operating  Expenses                   17,092         13,354
                                                   -------------  -------------

NET  (LOSS)                                        $    (12,675)  $    (10,848)
                                                   =============  =============


NET  (LOSS)  PER  SHARE                            $     (NIL)    $     (NIL)
                                                   =============  =============

WEIGHTED  AVERAGE  NUMBER  OF  SHARES                 9,563,340      9,563,340
                                                   =============  =============

























                                   Page 4 of 9
<PAGE>
DISCOVERY  OIL,  LTD.     Statement  of  Cash  Flows  for  the Three Month
(UNAUDITED)               Periods  Ended  March  31,  2001  and  2000
-----------               --------------------------------------------


                                                    March  31,     March  31,
                                                       2001           2000
                                                   -------------  -------------

CASH  FLOWS  FROM  OPERATING  ACTIVITIES
    Net  (Loss)                                    $    (12,675)  $    (10,848)
    Increase  in  interest  payable                       4,809          5,127
                                                   -------------  -------------

Net cash flows used from operating activities            (7,866)        (5,721)
                                                   -------------  -------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES                    -              -
                                                   -------------  -------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES

    (Decrease) increase in related
       party  payables                                  (15,492)         5,000
     Increase in convertible notes payable               52,250            -
                                                   -------------  -------------

Net cash flows provided from financing activities        36,758          5,000
                                                   -------------  -------------

NET  INCREASE  (DECREASE)  IN  CASH                      28,892           (721)

CASH  AT  BEGINNING  OF  PERIOD                             -              897
                                                   -------------  -------------

CASH  AT  END  OF  PERIOD                         $      28,892   $        176
                                                   =============  =============
























                                   Page 5 of 9
<PAGE>
DISCOVERY  OIL,  LTD.
(UNAUDITED)                              Notes  to  Financial  Statements
-----------                         -------------------------------------


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 generally accepted accounting
principles  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 included in Discovery Oil, LTD.'s annual report on
Form  10-K  for  the  fiscal  year  ended  December  31,  2000.

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  a  full  year.










































                                   Page 6 of 9
<PAGE>
ITEM  2     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
                        FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATION

GENERAL

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, 2001 compared to the three-month
period  ended  March  31,  2000

For the three months ended March 31, 2001, the Company experienced a net loss of
$12,675  compared  to  a net loss of $10,848 during the comparable period in the
previous  year.  The increase in net loss from 2000 to 2001 was primarily due to
increased  general  and  administrative  expenses  associated with the Company's
audit  of  its  financial  statements  and  other  transfer  agent  fees.

During  the  three-month  periods  ended  March  31,  2001 and 2000, the Company
generated  revenue  from  operations  of  $4,417  and  $2,506,  respectively.

FINANCIAL  CONDITION  AND  LIQUIDITY

During  the  three-month period ended March 31, 2001, the Company used $7,866 of
cash  in operating activities and generated $52,250 of cash through the issuance
of  short-term  notes.  The Company has minimal recurring revenue from operating
activities  and  plans to fund its future operations through additional sales of
its  common  stock.




























                                   Page 7 of 9
<PAGE>
                                     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 8 of 9

<PAGE>



                                   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)


/S/  Andrew V. Ippolito                                 May  16,  2001
-----------------------------                           --------------
Andrew  V.  Ippolito                                    Date
President  and  Director




































                                   Page 9 of 9

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