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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2002

OR

| |  |                                                                                          | 
| |  | ---------------------------------------------------------------------------------------- | 
| |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 | 

For the transition period from      to

Commission file number 0-2517

TOREADOR RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 75-0991164                             
|                                                               |  |                                        
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)
|                                                               |  |                                        
|4809 Cole Avenue, Suite 108
Dallas, Texas                      |  | 75205                                  
|                                                               |  |                                        
|(Address of principal executive offices)                       |  | (Zip Code)                             

Registrants telephone number, including area code: (214) 559-3933

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

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the latest practicable date.

|                                 |  |                              
|-------------------------------- |  | -----------------------------
|Class                            |  | Outstanding at March 31, 2002
|                                 |  |                              
|Common Stock, $0.15625 par value |  | 9,337,517 shares             





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TABLE OF CONTENTS



|                                    |                                                                                                |                                            |  |  |  |  |  | 
|----------------------------------- | ---------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION      
|                                    | ITEM 1. FINANCIAL STATEMENTS                                                                  
|                                    |                                                                                                | CONSOLIDATED BALANCE SHEETS               
|                                    |                                                                                                | CONSOLIDATED STATEMENTS OF OPERATIONS     
|                                    |                                                                                                | CONSOLIDATED STATEMENTS OF CASH FLOWS     
|                                    |                                                                                                | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                                    | ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                    | ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK                            
|PART II. OTHER INFORMATION         
|                                    | ITEM 1  LEGAL PROCEEDINGS                                                                    
|                                    | ITEM 2  CHANGES IN SECURITIES AND USE OF PROCEEDS                                            
|                                    | ITEM 3  DEFAULTS UPON SENIOR SECURITIES                                                      
|                                    | ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                    | ITEM 5  OTHER INFORMATION                                                                    
|                                    | ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|SIGNATURES                         
|EX-10.1 Employment Letter Agreement



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TOREADOR RESOURCES CORPORATION
INDEX

|                              |                                                                                               |                                                                                              |  |             |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- |  | ----------- | - | 
|                              |                                                                                               |                                                                                              |  | Page Number
|                              |                                                                                               |                                                                                              |  |            
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                              |  |            
|                              | Item 1. Financial Statements (Unaudited)                                                      |                                                                                              |  |             |  
|                              |                                                                                               | Consolidated
Balance Sheets (Unaudited)
March 31, 2002 and December 31, 2001                 |  |             | 2 | 
|                              |                                                                                               | Consolidated
Statements of Operations (Unaudited)
Three Months Ended March 31, 2002 and 2001 |  |             | 3 | 
|                              |                                                                                               | Consolidated
Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2002 and 2001 |  |             | 4 | 
|                              |                                                                                               | Notes to Consolidated Financial Statements                                                   |  |             | 5 | 
|                              | Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations |                                                                                              |  | 9           |  
|                              | Item 3. Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                              |  | 14          |  
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                              |  |            
|                              | Item 1. Legal Proceedings                                                                     |                                                                                              |  | 15          |  
|                              | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                              |  | 15          |  
|                              | Item 3. Defaults Upon Senior Securities                                                       |                                                                                              |  | 15          |  
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                              |  | 15          |  
|                              | Item 5. Other Information                                                                     |                                                                                              |  | 15          |  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                              |  | 15          |  
|                              | Signatures                                                                                    |                                                                                              |  | 16          |  

1



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

TOREADOR RESOURCES CORPORATION




CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |        |        | 
|-------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------ | ------------------------- | ------ | --------------------------------- | ------ | ------------ | ------ | ------ | ------ | 
|                                                                                 |                                                                                                        |                           |        | March 31,                         |        | December 31,
|                                                                                 |                                                                                                        |                           |        | 2002                              |        | 2001        
|                                                                                 |                                                                                                        |                           |        |                                   |        |             
|                                                                                 |                                                                                                        |                           |        | (in
thousands, except share data)
|ASSETS                                                                           |                                                                                                        |                           |        |                                   |        |              |        |       
|Current assets:                                                                  |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 | Cash and cash equivalents                                                                              |                           | $      | 1,210                             |        |              | $      | 2,155  |       
|                                                                                 | Accounts and notes receivable                                                                          |                           |        | 3,873                             |        |              |        | 3,456  |       
|                                                                                 | Available-for-sale securities, at fair value                                                           |                           |        | 206                               |        |              |        | 348    |       
|                                                                                 | Unrealized gains on commodity derivatives                                                              |                           |        |                                  |        |              |        | 993    |       
|                                                                                 | Other                                                                                                  |                           |        | 1,134                             |        |              |        | 1,151  |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 |                                                                                                        | Total current assets      |        |                                   | 6,423  |              |        |        | 8,103  | 
|Properties and equipment, net, using the
successful efforts method of accounting |                                                                                                        |                           | 76,124 |                                   |        |              | 78,028 |       
|Investments in unconsolidated entities                                           |                                                                                                        |                           | 2,816  |                                   |        |              | 2,855  |       
|Income taxes receivable                                                          |                                                                                                        |                           | 874    |                                   |        |              |       |       
|Goodwill                                                                         |                                                                                                        |                           | 5,076  |                                   |        |              | 5,076  |       
|Other assets                                                                     |                                                                                                        |                           | 391    |                                   |        |              | 392    |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 |                                                                                                        | $                         | 91,704 |                                   |        | $            | 94,454 |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                             |                                                                                                        |                           |        |                                   |        |              |        |       
|Current liabilities:                                                             |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 | Accounts payable and accrued liabilities                                                               |                           | $      | 3,426                             |        |              | $      | 6,078  |       
|                                                                                 | Unrealized loss on commodity derivatives                                                               |                           |        | 1,281                             |        |              |        |       |       
|                                                                                 | Current portion of long-term debt                                                                      |                           |        | 1,139                             |        |              |        | 2,625  |       
|                                                                                 | Income taxes payable                                                                                   |                           |        | 592                               |        |              |        | 279    |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 |                                                                                                        | Total current liabilities |        |                                   | 6,438  |              |        |        | 8,982  | 
|Long-term debt                                                                   |                                                                                                        |                           | 37,389 |                                   |        |              | 36,874 |       
|Deferred tax liability                                                           |                                                                                                        |                           | 12,866 |                                   |        |              | 12,883 |       
|Convertible debenture                                                            |                                                                                                        |                           | 2,160  |                                   |        |              | 2,160  |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 |                                                                                                        | Total liabilities         |        |                                   | 58,853 |              |        |        | 60,899 | 
|Stockholders equity:                                                            |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 | Preferred stock, $1.00 par value, 4,000,000
shares authorized; 160,000 issued                          |                           |        | 160                               |        |              |        | 160    |       
|                                                                                 | Common stock, $0.15625 par value, 20,000,000
shares authorized; 10,058,544 and 9,377,517 shares issued |                           |        | 1,572                             |        |              |        | 1,572  |       
|                                                                                 | Capital in excess of par value                                                                         |                           |        | 29,633                            |        |              |        | 29,593 |       
|                                                                                 | Retained earnings                                                                                      |                           |        | 2,671                             |        |              |        | 4,617  |       
|                                                                                 | Accumulated other comprehensive income (loss)                                                          |                           |        | 1,349                             |        |              |        | (33    | )     
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 |                                                                                                        |                           | 35,385 |                                   |        |              | 35,909 |       
|Treasury stock at cost:                                                          |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 | 721,027 and 681,027 shares                                                                             |                           |        | (2,534                            | )      |              |        | (2,354 | )     
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 | Total stockholders equity                                                                             |                           |        | 32,851                            |        |              |        | 33,555 |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       
|                                                                                 |                                                                                                        | $                         | 91,704 |                                   |        | $            | 94,454 |       
|                                                                                 |                                                                                                        |                           |        |                                   |        |              |        |       

See accompanying notes to the consolidated financial statements.

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TOREADOR RESOURCES CORPORATION




CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

|                                         |                                                    |                              |        |                              |       |      |       |       |       |  
|---------------------------------------- | -------------------------------------------------- | ---------------------------- | ------ | ---------------------------- | ----- | ---- | ----- | ----- | ----- | -
|                                         |                                                    |                              |        | Three months ended March 31,
|                                         |                                                    |                              |        |                             
|                                         |                                                    |                              |        | 2002                         |       | 2001
|                                         |                                                    |                              |        |                              |       |     
|                                         |                                                    |                              |        | (in
thousands, except       
|                                         |                                                    |                              |        | per
share data)             
|Revenues:                                |                                                    |                              |        |                              |       |      |       |      
|                                         | Oil and gas sales                                  |                              | $      | 5,321                        |       |      | $     | 4,919 |      
|                                         | Gain (loss) on commodity derivatives               |                              |        | (2,146                       | )     |      |       | 124   |      
|                                         | Lease bonuses and rentals                          |                              |        | 270                          |       |      |       | 152   |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|                                         |                                                    | Total revenues               |        |                              | 3,445 |      |       |       | 5,195 |  
|Costs and expenses:                      |                                                    |                              |        |                              |       |      |       |      
|                                         | Lease operating                                    |                              |        | 1,813                        |       |      |       | 713   |      
|                                         | Exploration and acquisition                        |                              |        | 91                           |       |      |       | 178   |      
|                                         | Depreciation, depletion and amortization           |                              |        | 1,552                        |       |      |       | 785   |      
|                                         | General and administrative                         |                              |        | 1,859                        |       |      |       | 644   |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|                                         |                                                    | Total costs and expenses     |        |                              | 5,315 |      |       |       | 2,320 |  
|                                         |                                                    |                              |        |                              |       |      |       |      
|Operating income (loss)                  |                                                    |                              | (1,870 | )                            |       |      | 2,875 |      
|Other income (expense)                   |                                                    |                              |        |                              |       |      |       |      
|                                         | Equity in earnings of unconsolidated investments   |                              |        | (32                          | )     |      |       | (101  | )    
|                                         | Gain (loss) on sale of properties and other assets |                              |        | (248                         | )     |      |       | 128   |      
|                                         | Gain on sale of marketable securities              |                              |        | 3                            |       |      |       | 31    |      
|                                         | Interest and other income                          |                              |        | 136                          |       |      |       | 56    |      
|                                         | Interest expense                                   |                              |        | (445                         | )     |      |       | (435  | )    
|                                         |                                                    |                              |        |                              |       |      |       |      
|                                         |                                                    | Total other income (expense) |        |                              | (586  | )    |       |       | (321  | )
|                                         |                                                    |                              |        |                              |       |      |       |      
|Net income (loss) before income taxes    |                                                    |                              | (2,456 | )                            |       |      | 2,554 |      
|Provision (benefit) for income taxes     |                                                    |                              | (600   | )                            |       |      | 945   |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|Net income (loss)                        |                                                    |                              | (1,856 | )                            |       |      | 1,609 |      
|Dividends on preferred shares            |                                                    |                              | 90     |                              |       |      | 90    |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|Income (loss) available to common shares |                                                    | $                            | (1,946 | )                            |       | $    | 1,519 |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|Basic income (loss) per share            |                                                    | $                            | (0.21  | )                            |       | $    | 0.24  |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|Diluted income (loss) per share          |                                                    | $                            | (0.21  | )                            |       | $    | 0.21  |      
|                                         |                                                    |                              |        |                              |       |      |       |      
|Weighted average shares outstanding      |                                                    |                              |        |                              |       |      |       |      
|Basic                                    |                                                    |                              | 9,360  |                              |       |      | 6,271 |      
|Diluted                                  |                                                    |                              | 9,360  |                              |       |      | 7,582 |      

See accompanying notes to the consolidated financial statements.

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TOREADOR RESOURCES CORPORATION




CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |        |   |      |        |  
|---------------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | - | --------------- | ------ | ------ | - | ---- | ------ | -
|                                                     |                                                                                   |                                               |                                               |                                                     |   | Three months   
|                                                     |                                                                                   |                                               |                                               |                                                     |   | ended March 31,
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                
|                                                     |                                                                                   |                                               |                                               |                                                     |   | 2002            |        | 2001  
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     |                                                                                   |                                               |                                               |                                                     |   | (in
thousands) 
|Cash flows from operating activities:                |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     | Net income (loss)                                                                 |                                               | $                                             | (1,856                                              | ) |                 | $      | 1,609  |  
|                                                     | Adjustments to reconcile net income to
net cash provided by operating activities: |                                               |                                               |                                                     |   |                 |        |        |  
|                                                     |                                                                                   |                                               | Change in fair value of commodity derivatives |                                                     |   | 2,274           |        |        |   | (124 | )     
|                                                     |                                                                                   |                                               | Depreciation, depletion and amortization      |                                                     |   | 1,552           |        |        |   | 785  |       
|                                                     |                                                                                   |                                               | Loss (gain) on sale of properties             |                                                     |   | 248             |        |        |   | (128 | )     
|                                                     |                                                                                   |                                               | Gain on sale of marketable securities         |                                                     |   | (3              | )      |        |   | (31  | )     
|                                                     |                                                                                   |                                               | Equity in loss of unconsolidated investments  |                                                     |   | 39              |        |        |   | 101  |       
|                                                     |                                                                                   | Decrease (increase) in operating assets:      |                                               |                                                     |   |                 |        |        |   |     
|                                                     |                                                                                   |                                               | Accounts and notes receivable                 |                                                     |   | 147             |        |        |   | (49  | )     
|                                                     |                                                                                   |                                               | Income taxes receivable                       |                                                     |   | (874            | )      |        |   |     |       
|                                                     |                                                                                   |                                               | Other current assets                          |                                                     |   | 261             |        |        |   | 19   |       
|                                                     |                                                                                   |                                               | Other assets                                  |                                                     |   | 97              |        |        |   | 115  |       
|                                                     |                                                                                   | Increase (decrease) in operating liabilities: |                                               |                                                     |   |                 |        |        |   |     
|                                                     |                                                                                   |                                               | Accounts payable and accrued liabilities      |                                                     |   | (2,145          | )      |        |   | (811 | )     
|                                                     |                                                                                   |                                               | Income taxes payable                          |                                                     |   | 313             |        |        |   | 626  |       
|                                                     |                                                                                   |                                               | Other                                         |                                                     |   | 40              |        |        |   | (30  | )     
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     |                                                                                   |                                               |                                               | Net cash provided by operating activities           |   |                 | 93     |        |   |      | 2,082  |  
|Cash flows from investing activities:                |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     | Expenditures for properties and equipment                                         |                                               |                                               | (948                                                | ) |                 |        | (484   | )
|                                                     | Proceeds from the sale of properties and equipment                                |                                               |                                               | 1,052                                               |   |                 |        | 248    |  
|                                                     | Investment in EnergyNet.com, Inc.                                                 |                                               |                                               |                                                    |   |                 |        | (100   | )
|                                                     | Purchase of marketable securities                                                 |                                               |                                               | (51                                                 | ) |                 |        | (489   | )
|                                                     | Proceeds from sale of marketable securities                                       |                                               |                                               | 150                                                 |   |                 |        | 132    |  
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     |                                                                                   |                                               |                                               | Net cash provided by (used in) investing activities |   |                 | 203    |        |   |      | (693   | )
|Cash flows from financing activities:                |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     | Payment for debt issuance costs                                                   |                                               |                                               |                                                    |   |                 |        | (125   | )
|                                                     | Borrowings under revolving credit arrangements                                    |                                               |                                               | 515                                                 |   |                 |        | 1      |  
|                                                     | Repayments under revolving credit arrangements                                    |                                               |                                               | (1,486                                              | ) |                 |        | (1,140 | )
|                                                     | Proceeds from issuance of stock                                                   |                                               |                                               |                                                    |   |                 |        | 114    |  
|                                                     | Payment of preferred dividends                                                    |                                               |                                               | (90                                                 | ) |                 |        | (90    | )
|                                                     | Purchase of treasury stock                                                        |                                               |                                               | (180                                                | ) |                 |        | (266   | )
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|                                                     |                                                                                   |                                               |                                               | Net cash used in financing activities               |   |                 | (1,241 | )      |   |      | (1,506 | )
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|Net increase (decrease) in cash and cash equivalents |                                                                                   |                                               | (945                                          | )                                                   |   |                 | (117   | )     
|Cash and cash equivalents, beginning of period       |                                                                                   |                                               | 2,155                                         |                                                     |   |                 | 1,756  |       
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|Cash and cash equivalents, end of period             |                                                                                   | $                                             | 1,210                                         |                                                     |   | $               | 1,639  |       
|                                                     |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|Supplemental Disclosure of Cash Flow Information:    |                                                                                   |                                               |                                               |                                                     |   |                 |        |       
|Cash paid during the period for income taxes         |                                                                                   | $                                             |                                              |                                                     |   | $               | 318    |       
|Cash paid during the period for interest             |                                                                                   | $                                             | 445                                           |                                                     |   | $               | 304    |       

See accompanying notes to the consolidated financial statements.

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TOREADOR RESOURCES CORPORATION




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1  BASIS OF PRESENTATION

You should read these consolidated financial statements in the context of the
consolidated financial statements and notes in the 2001 Annual Report on Form
10-K of Toreador Resources Corporation (the Company, we, us, our) filed with
the Securities and Exchange Commission. In our opinion, the information
furnished herein reflects all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the results of these interim
periods. Operating results for the three month period ended March 31, 2002 may
not necessarily be indicative of the results for the year ending December 31,
2002.

NOTE 2  COMPREHENSIVE INCOME

The following table presents the components of comprehensive income, net of
related tax (amounts in thousands):

|                                                      |  |                    |        |      |  |   |       |  
|----------------------------------------------------- |  | ------------------ | ------ | ---- |  | - | ----- | -
|                                                      |  | Three Months ended
|                                                      |  | March 31,         
|                                                      |  |                   
|                                                      |  | 2002               |        | 2001
|                                                      |  |                    |        |     
|Income (loss) available to common shares              |  | $                  | (1,946 | )    |  | $ | 1,519 |  
|Foreign currency translation adjustment               |  |                    | 1,411  |      |  |   |      |  
|Change in fair value of available-for-sale securities |  |                    | (29    | )    |  |   | (99   | )
|                                                      |  |                    |        |      |  |   |       |  
|Comprehensive
income (loss)                           |  | $                  | (564   | )    |  | $ | 1,420 |  
|                                                      |  |                    |        |      |  |   |       |  

NOTE 3  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets (Statement 142). Under Statement 142, goodwill and
indefinite-lived intangible assets are no longer amortized but are reviewed
annually (or more frequently if impairment indicators arise) for impairment.
Separable intangible assets that are not deemed to have an indefinite life will
continue to be amortized over their useful lives (but with no maximum life).
Prior to our merger with Madison, we had no goodwill, so when we adopted
Statement 142 on January 1, 2002, there was no impact on our financial
position. The goodwill we recorded as the result of the merger with Madison
will be reviewed for impairment.

On August 15, 2001, the FASB issued Statement No. 143 (Statement 143),
Accounting for Asset Retirement Obligations. Initiated in 1994 as a project to
account for the costs of nuclear decommissioning, the FASB expanded the scope
to include similar closure or removal-type costs in other industries that are
incurred at any time during the life of an asset. That standard requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred. When the liability is
initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. Statement 143 is effective for fiscal years beginning after
June 15, 2002, with earlier application encouraged. We will adopt this standard
on January 1, 2003. We have not completed the process of determining the impact
of adopting Statement 143.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

On October 5, 2001, the FASB issued Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (Statement 144), which is
applicable to financial statements issued for fiscal years beginning after
December 15, 2001 (January 2002 for calendar year-end companies). The FASBs
new rules on asset impairment supersede FASB Statement No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of, and provide a single accounting model for long-lived assets to be disposed
of. Although retaining many of the fundamental recognition and measurement
provisions of Statement 121, the new rules significantly change the criteria
that would have to be met to classify an asset as held-for-sale. This
distinction is important because assets held-for-sale are stated at the lower
of their fair values or carrying amounts and depreciation is no longer
recognized. The new rules also supersede the provisions of APB 30 with regard
to reporting the effects of a disposal of a segment of a business and require
expected future operating losses from discontinued operations to be displayed
in discontinued operations in the period(s) in which the losses are incurred
(rather than as of the measurement date as presently required by APB 30). In
addition, more dispositions will qualify for discontinued operations treatment
in the income statement. We are still evaluating the impact of adopting
Statement 144.

6



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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 4  GEOGRAPHIC OPERATING SEGMENT INFORMATION

We have operations in only one industry segment, that being the oil and gas
exploration and production industry. We have structured the organization along
geographic operating segments or regions. We have reportable operations in the
United States, France and Turkey. Geographic operating segment income tax
expenses have been determined based on statutory rates existing in the various
tax jurisdictions where we have oil and natural gas producing activities.

The following table provides the geographic operating segment data required by
Statement of Financial Accounting Standards No. 131, Disclosure about Segments
of an Enterprise and Related Information. Operations in France and Turkey did
not begin until we completed our merger with Madison Oil Company on December
31, 2001, and accordingly, we had operations in only the United States segment
during the three months ended March 31, 2001. Subsequent to December 31, 2001,
we combined the United States and Headquarters and Other segments to more
accurately reflect the way we analyze our operations.

|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |              |       |  
|---------------------------------------------- | -------------------------------------------- | ---------------------------- | ------ | --------------------------------- | ----- | -------------- | ------ | ------ | ----- | ----- | ------ | ------------- | --- | - | ------ | ------ | ----- | - | ------ | ------------ | ----- | -
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        | Three months
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        | ended       
|                                               |                                              |                              |        | Three months ended March 31, 2002 |       | March 31, 2001
|                                               |                                              |                              |        |                                   |       |               
|                                               |                                              |                              |        | United                            |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               |                                              |                              |        | States                            |       | France         |        | Turkey |       | Total |        | United States
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |              
|                                               |                                              |                              |        | (in
thousands)                   
|Revenues:                                      |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               | Oil and gas sales                            |                              | $      | 2,782                             |       |                | $      | 2,019  |       |       | $      | 520           |     |   | $      | 5,321  |       |   | $      | 4,919        |      
|                                               | Loss on commodity derivatives                |                              |        | (990                              | )     |                |        | (1,156 | )     |       |        |              |     |   |        | (2,146 | )     |   |        | 124          |      
|                                               | Lease bonuses and rentals                    |                              |        | 270                               |       |                |        |       |       |       |        |              |     |   |        | 270    |       |   |        | 152          |      
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               |                                              | Total revenues               |        |                                   | 2,062 |                |        |        | 863   |       |        |               | 520 |   |        |        | 3,445 |   |        |              | 5,195 |  
|Costs and expenses:                            |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               | Lease operating                              |                              |        | 684                               |       |                |        | 913    |       |       |        | 216           |     |   |        | 1,813  |       |   |        | 713          |      
|                                               | Exploration and acquisition                  |                              |        | 91                                |       |                |        |       |       |       |        |              |     |   |        | 91     |       |   |        | 178          |      
|                                               | Depreciation, depletion and amortization     |                              |        | 998                               |       |                |        | 442    |       |       |        | 112           |     |   |        | 1,552  |       |   |        | 785          |      
|                                               | General and administrative                   |                              |        | 1,463                             |       |                |        | 241    |       |       |        | 155           |     |   |        | 1,859  |       |   |        | 644          |      
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               |                                              | Total costs and expenses     |        |                                   | 3,236 |                |        |        | 1,596 |       |        |               | 483 |   |        |        | 5,315 |   |        |              | 2,320 |  
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|Operating income (loss)                        |                                              |                              | (1,174 | )                                 |       |                | (733   | )      |       |       | 37     |               |     |   | (1,870 | )      |       |   | 2,875  |             
|Other income (expense)                         |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               | Equity in loss of unconsolidated investments |                              |        | (32                               | )     |                |        |       |       |       |        |              |     |   |        | (32    | )     |   |        | (101         | )    
|                                               | Loss on sale of properties and other assets  |                              |        | (248                              | )     |                |        |       |       |       |        |              |     |   |        | (248   | )     |   |        | 128          |      
|                                               | Gain on sale of marketable securities        |                              |        | 3                                 |       |                |        |       |       |       |        |              |     |   |        | 3      |       |   |        | 31           |      
|                                               | Interest and other income                    |                              |        | 22                                |       |                |        | 120    |       |       |        | (6            | )   |   |        | 136    |       |   |        | 56           |      
|                                               | Interest expense                             |                              |        | (257                              | )     |                |        | (188   | )     |       |        |              |     |   |        | (445   | )     |   |        | (435         | )    
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|                                               |                                              | Total other income (expense) |        |                                   | (512  | )              |        |        | (68   | )     |        |               | (6  | ) |        |        | (586  | ) |        |              | (321  | )
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|Net income (loss) before income taxes          |                                              |                              | (1,686 | )                                 |       |                | (801   | )      |       |       | 31     |               |     |   | (2,456 | )      |       |   | 2,554  |             
|Provision (benefit) for income taxes           |                                              |                              | (600   | )                                 |       |                |       |        |       |       |       |               |     |   | (600   | )      |       |   | 945    |             
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|Net income (loss)                              |                                              | $                            | (1,086 | )                                 |       | $              | (801   | )      |       | $     | 31     |               |     | $ | (1,856 | )      |       | $ | 1,609  |             
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             
|Total Assets (after intercompany eliminations) |                                              | $                            | 56,607 |                                   |       | $              | 24,702 |        |       | $     | 10,395 |               |     | $ | 91,704 |        |       | $ | 40,187 |             
|                                               |                                              |                              |        |                                   |       |                |        |        |       |       |        |               |     |   |        |        |       |   |        |             

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 5  DERIVATIVE FINANCIAL INSTRUMENTS

The following table sets forth our open natural gas derivative contracts as of
March 31, 2002. All contracts are based on NYMEX pricing. We estimated the fair
value of the option agreement at March 31, 2002, from quotes by the
counterparty representing the amounts we would expect to receive or pay to
terminate the agreements on that date. We estimated the fair value of the swap
agreement based on the difference between the strike prices and the forward
NYMEX prices for each determination period multiplied by the notional volume
for each period.

|                            |  |                                    |  |                                           |  |          |                       |           |  |              |                         |      |  |              |                   |  |  |  |                                   | 
|--------------------------- |  | ---------------------------------- |  | ----------------------------------------- |  | -------- | --------------------- | --------- |  | ------------ | ----------------------- | ---- |  | ------------ | ----------------- |  |  |  | --------------------------------- | 
|                            |  |                                    |  |                                           |  | Notional |                       |           |  |              |                         |      |  |              |                   |  |  | 
|                            |  |                                    |  |                                           |  | Volume   |                       |           |  |              |                         |      |  |              |                   |  |  | 
|                            |  |                                    |  |                                           |  | per      |                       | Aggregate |  |              |                         |      |  | Fair
Value 
|                            |  |                                    |  |                                           |  | Month    |                       | Volume    |  |              |                         |      |  | Gain/(Loss) 
|Contract                    |  | Effective                          |  | Termination                               |  | (MMBtu)  |                       | (MMBtu)   |  |              |                         |      |  | March 31,   
|Type                        |  | Date                               |  | Date                                      |  | (1)      |                       | (1)       |  | Strike Price |                         | 2002
|                            |  |                                    |  |                                           |  |          |                       |           |  |              |                         |     
|Swap
Put Option
Call Option |  | May 2002
January 2003
January 2003 |  | December 2002
December 2003
December 2003 |  |          | 110,000
80,000
80,000 |           |  |              | 880,000
960,000
960,000 |      |  |              | $2.98
$3.25
$4.85 |  |  |  | $(395,000)
$ 349,000  
$(314,000) | 



---

|(1) |  | MMBtu  Million British thermal units.
|--- |  | --------------------------------------

The following table sets forth our open crude oil derivative contracts as of
March 31, 2002. We estimated the fair value of the swap agreements based on the
difference between the strike prices and the forward index prices for each
determination period multiplied by the notional volume for each period.

|                          |  |                       |  |                             |  |          |               |           |  |              |                |      |  |              |               |  |  |  |                       | 
|------------------------- |  | --------------------- |  | --------------------------- |  | -------- | ------------- | --------- |  | ------------ | -------------- | ---- |  | ------------ | ------------- |  |  |  | --------------------- | 
|                          |  |                       |  |                             |  | Notional |               |           |  |              |                |      |  |              |               |  |  | 
|                          |  |                       |  |                             |  | Volume   |               |           |  |              |                |      |  | Fair
Value 
|                          |  |                       |  |                             |  | per      |               | Aggregate |  |              |                |      |  | Gain/(Loss) 
|Contract                  |  | Effective             |  | Termination                 |  | Month    |               | Volume    |  |              |                |      |  | March 31,   
|Type                      |  | Date                  |  | Date                        |  | (Bbls)   |               | (Bbls)    |  | Strike Price |                | 2002
|                          |  |                       |  |                             |  |          |               |           |  |              |                |     
|WTI Swap
Brent Crude Swap |  | April 2002
April 2002 |  | December 2002
December 2002 |  |          | 10,000
22,500 |           |  |              | 90,000
202,500 |      |  |              | $21.11
$22.48 |  |  |  | $(419,000)
$(502,000) | 

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 6  EARNINGS PER COMMON SHARE

The following table reconciles the numerators and denominators of the basic and
diluted earnings per ordinary share computation:

|                            |              |                                          |                            |   |                                       |       |       |   |       |      | 
|--------------------------- | ------------ | ---------------------------------------- | -------------------------- | - | ------------------------------------- | ----- | ----- | - | ----- | ---- | 
|                            |              |                                          |                            |   | Three Months Ended March 31          
|                            |              |                                          |                            |   |                                      
|                            |              |                                          |                            |   | 2002                                  |       | 2001 
|                            |              |                                          |                            |   |                                       |       |      
|                            |              |                                          |                            |   | (in
thousands, except per share data)
|Basic earnings per share:   |              |                                          |                            |   |                                       |       |       |  
|                            | Numerator:   |                                          |                            |   |                                       |       |       |   |      
|                            |              | Net income (loss)                        |                            | $ | (1,856                                | )     |       | $ | 1,609 |     
|                            |              | Less: dividends on preferred shares      |                            |   | 90                                    |       |       |   | 90    |     
|                            |              |                                          |                            |   |                                       |       |       |  
|                            |              | Income (loss) available to common shares |                            | $ | (1,946                                | )     |       | $ | 1,519 |     
|                            |              |                                          |                            |   |                                       |       |       |  
|                            | Denominator: |                                          |                            |   |                                       |       |       |   |      
|                            |              | Common shares outstanding                |                            |   | 9,360                                 |       |       |   | 6,271 |     
|                            |              |                                          |                            |   |                                       |       |       |  
|                            |              |                                          | Basic earnings per share   |   | $                                     | (0.21 | )     |   | $     | 0.24 | 
|                            |              |                                          |                            |   |                                       |       |       |  
|Diluted earnings per share: |              |                                          |                            |   |                                       |       |       |  
|                            | Numerator:   |                                          |                            |   |                                       |       |       |   |      
|                            |              | Net income (loss)                        |                            | $ | (1,856                                | )     |       | $ | 1,609 |     
|                            |              | Less: dividends on preferred shares      |                            |   | 90                                    |       |       |   | N/A   | (2) 
|                            |              |                                          |                            |   |                                       |       |       |  
|                            |              | Income (loss) available to common shares |                            | $ | (1,946                                | )     |       | $ | 1,609 |     
|                            |              |                                          |                            |   |                                       |       |       |  
|                            | Denominator: |                                          |                            |   |                                       |       |       |   |      
|                            |              | Common shares outstanding                |                            |   | 9,360                                 |       |       |   | 6,271 |     
|                            |              | Common stock options and warrants        |                            |   | N/A                                   | (1)   |       |   | 311   |     
|                            |              | Conversion of preferred shares           |                            |   | N/A                                   | (1)   |       |   | 1,000 |     
|                            |              | Conversion of debenture                  |                            |   | N/A                                   | (1)   |       |   |      |     
|                            |              |                                          |                            |   |                                       |       |       |  
|                            |              |                                          | 9,360                      |   |                                       |       | 7,582 |  
|                            |              |                                          |                            |   |                                       |       |       |  
|                            |              |                                          | Diluted earnings per share |   | $                                     | (0.21 | )     |   | $     | 0.21 | 
|                            |              |                                          |                            |   |                                       |       |       |  



---

|(1) |  | Due to the net loss for the three months ended March 31,
2002, there are no dilutive shares.                                   
|--- |  | -------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Since we assume that the preferred shares were converted
into common shares, there would have been no preferred
dividends paid.

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##### Table of Contents






|ITEM 2  | MANAGEMENTS DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|-------- | -------------------------------------------------------------------------------------

DISCLOSURES REGARDING FORWARD LOOKING STATEMENTS

Certain of the matters discussed under Managements Discussion and Analysis of
Financial Condition and Results of Operations, and elsewhere in this report
may constitute forward-looking statements for purposes of the Securities Act
of 1933, and the Securities Exchange Act of 1934 and, as such, may involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of us to be materially different
from future results, performance or achievements expressed or implied by such
forward-looking statements. When used in this report, the words anticipates,
estimates, plans, believes, continues, expects, projections,
forecasts, intends, may, might, could, should, and similar
expressions are intended to be among the statements that identify
forward-looking statements. Various factors that could cause the actual
results, performance or achievements of us to differ materially from our
expectations are disclosed in this report (Cautionary Statements), including,
without limitation, those statements made in conjunction with the
forward-looking statements included under the caption identified above and
otherwise herein. All written and oral forward-looking statements attributable
to us are expressly qualified in their entirety by the Cautionary Statements.

LIQUIDITY AND CAPITAL RESOURCES

At the present time, the primary source of capital for financing our operating
and investing activities is our cash flow from operations. During 2001, cash
flow provided by operating activities was $8.2 million. We anticipate that cash
flow provided by operating activities for 2002 will be approximately $10.5
million.

In 2002, we are reviewing ways to refinance all or part of our existing capital
structure, which may include either revolving debt, preferred stock, or a
combination of the two. We currently have two borrowing facilities available to
fund our investing and financing cash flow needs, to the extent that operating
cash flow does not cover these requirements. First, we have a revolving credit
facility with Bank of Texas (the Texas Facility), which has a borrowing base
of $21.9 million at March 31, 2002. At March 31, 2002, we had borrowings
outstanding under the Texas Facility of approximately $20.9 million. Second, we
have a revolving credit facility with Barclays Bank, Plc (the Barclays
Facility). The Barclays Facility is divided into three tranches. Under Tranche
A, we had $16.5 million outstanding at March 31, 2002. Under Tranches B, we had
$1.3 million outstanding at March 31, 2002, and no amounts outstanding under
Tranche C. The Barclays Facility has a borrowing base of $20.0 million, but we
are not allowed to draw any further amounts under the Barclays Facility until
the outstanding borrowings under Tranches B and C are repaid. Accordingly, we
have $1.0 million of available borrowings under our two facilities. $1.3
million of the amount outstanding under the Barclays Facility is due in July
2002. We intend to fund this repayment from our operating cash flow, unless we
are successful in refinancing the Barclays Facility.

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##### Table of Contents



Our 2002 capital exploration budget, excluding any acquisitions we may make,
could range from $7.5 million to $10.0 million, depending on the timing of any
new seismic surveys and drilling of exploratory and development wells in which
we may hold a working interest. We intend to fund our capital exploration
budget from operating cash flow and borrowings under the Texas Facility. We
also intend to actively evaluate opportunities to acquire groups of properties
that add established producing reserves that include additional drilling
opportunities, without increasing general and administrative costs. Any
acquisitions consummated will be financed using cash on hand, borrowings under
the Texas Facility, the proceeds of any refinancing, or any combination
thereof. We plan to focus most of our capital budget during 2002 on prospects
that are currently in our inventory as a result of our acquisition of Madison.
During 2002, we plan to limit our activity in France to development drilling on
our existing properties, however, we plan on actively exploring in Turkey.
Additionally, our affiliate, Trinidad Exploration and Development, Ltd., is
planning exploratory drilling on the Southwest Cedros Peninsula in Trinidad.

In the United States, we may reinvest proceeds from lease bonuses and rentals
by taking a working interest in 3D seismic projects or in exploratory wells. To
the extent cash flow from operations does not significantly increase, and
external sources of capital are limited or unavailable, our ability to make the
capital investment to participate in 3D seismic surveys and increase our
interest in projects on our acreage will be curtailed. We expect to receive
future funds through production from existing producing properties and new
producing properties that may be discovered through exploration of our acreage
by third parties or by us. Funds may also be provided through external
financing in the form of debt or equity. There can be no assurance as to the
extent and availability of these sources of funding.

We believe that sufficient funds will be available from operating cash flow or
borrowings under our current credit facilities to meet anticipated capital
requirements for fiscal 2002.

Through March 31, 2002, we have used $2,534,000 of our cash reserves to
purchase 721,027 shares of our common stock. We intend to repurchase shares of
our common stock when, based on market conditions, we deem appropriate. Such
repurchases will be funded from available operating cash flows.

Dividends on our common stock may be declared and paid out of funds legally
available when and as determined by our board of directors. Our policy is to
hold and invest corporate funds on a conservative basis, and thus we do not
anticipate paying cash dividends on our common stock in the foreseeable future.
In addition, under the terms of the Texas Facility we are prohibited from
paying dividends on the common stock without prior consent from Bank of Texas,
National Association (other than dividends payable in shares of common stock).

Dividends on our Series A Convertible Preferred Stock are paid on a quarterly
basis per the terms of the Certificate of Designation. Cash dividends totaling
$90,000 were paid for the three months ended March 31, 2002 and 2001. Future
dividends will be paid in cash only at a rate of $90,000 per calendar quarter.

CRITICAL ACCOUNTING POLICIES

We did not have any changes in our critical accounting policies or in our
significant accounting estimates during the three months ended March 31, 2002.
Please see our annual report on Form 10-K for the year ended December 31, 2001
for a detailed discussion of our critical accounting policies.

11



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##### Table of Contents



RESULTS OF OPERATIONS

The following tables present production and average unit prices and costs for
the periods and for the geographic segments indicated:

|            |              |               |       |  |                    |     |      |  |     |     | 
|----------- | ------------ | ------------- | ----- |  | ------------------ | --- | ---- |  | --- | --- | 
|            |              |               |       |  | Three months ended
|            |              |               |       |  | March 31,         
|            |              |               |       |  |                   
|            |              |               |       |  | 2002               |     | 2001
|            |              |               |       |  |                    |     |     
|Production  |              |               |       |  |                    |     |      | 
|            | Oil (MBbls): |               |       |  |                    |     |      |  |    
|            |              | United States |       |  | 73                 |     |      |  | 79  |    
|            |              | France        |       |  | 110                |     |      |  |    |    
|            |              | Turkey        |       |  | 29                 |     |      |  |    |    
|            |              |               |       |  |                    |     |      | 
|            |              |               | Total |  |                    | 212 |      |  |     | 79  | 
|Gas (MMcf): |              |               |       |  |                    |     |      | 
|            |              | United States |       |  | 504                |     |      |  | 392 |    
|            |              | France        |       |  |                   |     |      |  |    |    
|            |              | Turkey        |       |  |                   |     |      |  |    |    
|            |              |               |       |  |                    |     |      | 
|            |              |               | Total |  |                    | 504 |      |  |     | 392 | 
|BOE:        |              |               |       |  |                    |     |      | 
|            |              | United States |       |  | 157                |     |      |  | 144 |    
|            |              | France        |       |  | 110                |     |      |  |    |    
|            |              | Turkey        |       |  | 29                 |     |      |  |    |    
|            |              |               |       |  |                    |     |      | 
|            |              |               | Total |  |                    | 296 |      |  |     | 144 | 

|              |              |               |       |  |                    |       |      |  |       |       | 
|------------- | ------------ | ------------- | ----- |  | ------------------ | ----- | ---- |  | ----- | ----- | 
|              |              |               |       |  | Three months ended
|              |              |               |       |  | March 31,         
|              |              |               |       |  |                   
|              |              |               |       |  | 2002               |       | 2001
|              |              |               |       |  |                    |       |     
|Average Price |              |               |       |  |                    |       |      | 
|              | Oil ($/Bbl): |               |       |  |                    |       |      |  |      
|              |              | United States |       |  | 18.86              |       |      |  | 26.55 |      
|              |              | France        |       |  | 18.38              |       |      |  |      |      
|              |              | Turkey        |       |  | 17.93              |       |      |  |      |      
|              |              |               | Total |  |                    | 18.48 |      |  |       | 26.56 | 
|Gas ($/Mcf):  |              |               |       |  |                    |       |      | 
|              |              | United States |       |  | 2.48               |       |      |  | 6.99  |      
|              |              | France        |       |  |                   |       |      |  |      |      
|              |              | Turkey        |       |  |                   |       |      |  |      |      
|              |              |               | Total |  |                    | 2.48  |      |  |       | 6.99  | 
|$/BOE:        |              |               |       |  |                    |       |      | 
|              |              | United States |       |  | 16.71              |       |      |  | 34.11 |      
|              |              | France        |       |  | 18.38              |       |      |  |      |      
|              |              | Turkey        |       |  | 17.93              |       |      |  |      |      
|              |              |               | Total |  |                    | 17.99 |      |  |       | 34.11 | 

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002 AND 2001

REVENUES

Oil and gas sales.Oil and gas sales increased by $0.4 million or 8% due to the
operations of properties acquired in the merger with Madison and an increase in
natural gas production in the United States, but the increase was offset by
substantial decreases in the average prices received for domestic production.
Revenues attributable to the operations of the properties acquired in the
merger with Madison amounted to approximately $2.5 million. Domestic gas
production increased by 112 MMcf, or 29% primarily resulting from the
operations of the properties acquired in the Razorhawk and Anderson et al
Acquisitions consummated in 2001. The average price per BOE we received for our
United States production decreased by $17.40, or 51%.

Gain (loss) on commodity derivatives.During the first quarter of 2002, we
experienced an unrealized loss related to our commodity derivatives of
approximately $2.3 million. This was slightly offset by realized gains
amounting to approximately $150,000. During the first quarter of 2001, we had
an unrealized gain of $125,000. The loss in the first quarter of 2002 was due
to declines in the fair values of our outstanding commodity derivatives as the
result of oil and gas prices increasing from December 31, 2001. Because we have
structured our commodity derivatives to reduce the impact of oil and gas prices
dropping below a certain level, those derivatives decline in value as the index
prices rise. This is offset by the fact that our oil and gas sales revenues
will be higher because of the increase in underlying commodity prices.

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Lease bonuses and rentals.Lease bonuses and rentals increased by $118,000, or
78%, due to recent increase in wildcat discoveries in and around the minerals
we own in Mississippi.

EXPENSES

Lease operating.Lease operating expenses increased by $1.1 million, or 154%,
due to the operations of the properties we acquired through our merger with
Madison. The expenses associated with those properties amounted to
approximately $1.1 million.

Exploration and acquisition.Exploration and acquisition expense decreased by
$87,000, or 49%, due to the fact that we did not start our drilling program for
2002 during the first quarter. We plan to spend between $7.5 and $10.0 million
on drilling during 2002, and a portion of those costs will be expensed in
accordance with the successful efforts method of accounting.

Depletion, depreciation and amortization.
DD&A increased by $767,000 or 98%
due to the depletion of the properties we acquired in the merger with Madison,
and increased production and costs on our United States properties. Depletion
expense on the properties we acquired from Madison amounted to approximately
$554,000. Production on our United States properties increased by 13 MBOE, or
9%. Additionally, we are now depleting the costs of the properties we acquired
in the Razorhawk and Anderson et al Acquisitions consummated during 2001.

General and administrative. General and administrative expenses increased by
$1.2 million, or 189%, due to the added costs of operating our company after
the merger with Madison. General and administrative expenses associated with
the operation of our France and Turkey properties amounted to $463,000 for the
first quarter of 2002. The remainder of the increase is due primarily to (i)
the addition of 7 full time employees to our corporate office; and (ii)
increased legal, accounting, and other professional fees resulting from our
efforts to manage the newly combined companies.

OTHER INCOME AND EXPENSE

Other income and expense increased by $265,000, or 83% due primarily to losses
on property sales. We lost $248,000 on property sales closed in the first
quarter of 2002, as compared to a gain of $128,000 during the first quarter of
2001. Property sales prices were down due to a depressed market for properties
as the result of decreased oil and gas prices compared to the same period of
2001.

INCOME (LOSS) AVAILABLE TO COMMON SHARES

Our results for the first quarter of 2002 amounted to a net loss of $1.9
million, as compared to net income of $1.5 million for the same period of 2001,
due to decreased oil and gas prices compared to the first quarter of 2001, and
the unrealized loss on our commodity derivatives.

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OTHER COMPREHENSIVE INCOME

The most significant element of comprehensive income, other than net income
(loss), is foreign currency translation. The function currency of our
operations in France is the Euro, and in Turkey, the functional currency is the
Turkish Lira. The exchange rates used to translate the financial statement of
those operations are approximately US$0.88 per Euro and US$0.76 per million
Turkish Lira. The Euro did not fluctuate materially from the December 31, 2001
rate of US$0.87 per Euro, but the rate for Turkish Lira increased from US$0.69
per million Turkish Lira at December 31, 2001 to US$0.76 per million Turkish
Lira at March 31, 2002. This fluctuation resulted in a foreign currency
translation adjustment of US $1.4 million for the first quarter of 2002.




ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Other than the decline in the fair value of our commodity derivatives discussed
in Item 2  Managements Discussion and Analysis of Financial Condition and
Results of Operations, there have been no material changes from the information
provided in Item 7A of our Annual Report on Form 10-K for the year ended
December 31, 2001.

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PART II. OTHER
INFORMATION




ITEM 1  LEGAL PROCEEDINGS

There have been no material changes to the information reported under Item 3.
 Legal Proceedings of our Annual Report on Form 10-K for the year ended
December 31, 2001.

From time to time, we are named as a defendant in other legal proceedings
arising in the normal course of business. In our opinion, the final judgment or
settlement, if any, which may be awarded with any other suits or claims would
not have a material adverse effect on our financial position.




ITEM 2  CHANGES IN SECURITIES AND USE OF PROCEEDS  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.



| |     |  |                                            
| | --- |  | -------------------------------------------
| | (a) |  | The following exhibits are included herein:



| |        |   |                                                                                                            
| | ------ | - | -----------------------------------------------------------------------------------------------------------
| | 10.1*+ |  | Employment letter agreement between Madison Oil Company and Michael J.
FitzGerald dated September 10, 2001.



---

|* |  | Filed herewith.                         
|- |  | ----------------------------------------
| 
|+ |  | Management contract or compensatory plan



| |     |  |                     
| | --- |  | --------------------
| | (b) |  | Reports on Form 8-K:



| |                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On January 8, 2002, we filed a Current Report on Form 8-K dated
December 31, 2001, with the Securities and Exchange Commission to report
the consummation of our merger with Madison Oil Company.

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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 thereunto duly authorized.

|             |  |                                                                  
|------------ |  | -----------------------------------------------------------------
|             |  | TOREADOR RESOURCES CORPORATION,
Registrant                       
|             |  |                                                                  
|May 20, 2002 |  | /s/ G. Thomas Graves, III                                        
|             |  |                                                                  
|             |  | G. Thomas Graves, III
President and Chief Executive Officer      
|             |  |                                                                  
|May 20, 2002 |  | /s/ Douglas W. Weir                                              
|             |  |                                                                  
|             |  | Douglas W. Weir
Senior Vice President and Chief Financial Officer

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EXHIBIT INDEX

|            |   |                                                                                                             |  |  |  | 
|----------- | - | ----------------------------------------------------------------------------------------------------------- |  |  |  | 
|Exhibit No. |   | Description                                                                                                 |  |  |  | 
|            |   |                                                                                                             |  |  |  | 
|10.1*+      |  | Employment letter agreement between Madison Oil Company and Michael J.
FitzGerald dated September 10, 2001.



---

|* |  | Filed herewith.                         
|- |  | ----------------------------------------
| 
|+ |  | Management contract or compensatory plan