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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended June 30, 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 0-02517

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

|                                         |  |                       
|---------------------------------------- |  | ----------------------
|Delaware                                 |  | 75-0991164            
|(State or other jurisdiction of          |  | (I.R.S. Employer      
|incorporation or organization)           |  | Identification Number)
|                                         |  |                       
|                                         |  |                       
|4809 Cole Avenue, Suite 108Dallas, 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 X      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 June 30, 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  None.                                    
|                                                  | ITEM 3  DEFAULTS UPON SENIOR SECURITIES  None.                                              
|                                                  | ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                  
|                                                  | ITEM 5  OTHER INFORMATION  None.                                                            
|                                                  | ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K.                                                    
|SIGNATURES                                       
|EX-3.1 Amended/Restated Certificate of Inc       
|EX-3.2 Second Amended/Restated Bylaws            
|EX-10.1 Amendment No. 1 to 1990 Stock Option Plan
|EX-10.2 Amended/Restated 1994 Stock Option Plan  
|EX-10.3 Second Amendment to Loan Agreement       
|EX-10.4 Amendment No. 2 to 1990 Stock Option Plan
|EX-10.5 Amendment No. 1 to 2002 Stock Option Plan



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TOREADOR RESOURCES CORPORATION

INDEX

|                              |                                                                                               |                                                                                                     |  |             |   | 
|----------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------- |  | ----------- | - | 
|                              |                                                                                               |                                                                                                     |  | Page Number
|                              |                                                                                               |                                                                                                     |  |            
|PART I. FINANCIAL INFORMATION |                                                                                               |                                                                                                     |  |            
|                              | Item 1. Financial Statements (Unaudited)                                                      |                                                                                                     |  | 2           |  
|                              |                                                                                               | Consolidated Balance Sheets (Unaudited)
June 30, 2002 and December 31, 2001                         |  |             | 2 | 
|                              |                                                                                               | Consolidated Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2002 and 2001 |  |             | 3 | 
|                              |                                                                                               | Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2002 and 2001           |  |             | 4 | 
|                              |                                                                                               | Notes to Consolidated Financial Statements                                                          |  |             | 5 | 
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations |                                                                                                     |  | 12          |  
|                              | Item 3. Quantitative and Qualitative Disclosure about Market Risk                             |                                                                                                     |  | 18          |  
|PART II. OTHER INFORMATION    |                                                                                               |                                                                                                     |  |            
|                              | Item 1. Legal Proceedings                                                                     |                                                                                                     |  | 19          |  
|                              | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                     |  | 19          |  
|                              | Item 3. Defaults Upon Senior Securities                                                       |                                                                                                     |  | 19          |  
|                              | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                     |  | 19          |  
|                              | Item 5. Other Information                                                                     |                                                                                                     |  | 20          |  
|                              | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                     |  | 20          |  
|                              | Signatures                                                                                    |                                                                                                     |  | 21          |  

1



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PART I. FINANCIAL INFORMATION

ITEM 1  FINANCIAL STATEMENTS

TOREADOR RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |        |        |  
|-------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------- | ------ | --------------------------------- | ------ | ------------ | ------ | ------ | ------ | -
|                                                                                 |                                                                                          |                            |        | June 30,                          |        | December 31,
|                                                                                 |                                                                                          |                            |        | 2002                              |        | 2001        
|                                                                                 |                                                                                          |                            |        |                                   |        |             
|                                                                                 |                                                                                          |                            |        | (in thousands, except share data)
|ASSETS                                                                           |                                                                                          |                            |        |                                   |        |              |        |       
|Current assets:                                                                  |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 | Cash and cash equivalents                                                                |                            | $      | 725                               |        |              | $      | 2,155  |       
|                                                                                 | Accounts and notes receivable                                                            |                            |        | 4,283                             |        |              |        | 3,456  |       
|                                                                                 | Available-for-sale securities, at fair value                                             |                            |        | 102                               |        |              |        | 348    |       
|                                                                                 | Unrealized gains on commodity derivatives                                                |                            |        |                                  |        |              |        | 993    |       
|                                                                                 | Other                                                                                    |                            |        | 1,426                             |        |              |        | 1,151  |       
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          | Total current assets       |        |                                   | 6,536  |              |        |        | 8,103  |  
|Properties and equipment, net, using the
successful efforts method of accounting |                                                                                          |                            | 73,111 |                                   |        |              | 78,028 |       
|Investments in unconsolidated entities                                           |                                                                                          |                            | 2,773  |                                   |        |              | 2,855  |       
|Income taxes receivable                                                          |                                                                                          |                            | 497    |                                   |        |              |       |       
|Goodwill                                                                         |                                                                                          |                            | 5,551  |                                   |        |              | 5,076  |       
|Other assets                                                                     |                                                                                          |                            | 465    |                                   |        |              | 392    |       
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          | $                          | 88,933 |                                   |        | $            | 94,454 |       
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|LIABILITIES AND STOCKHOLDERS EQUITY                                             |                                                                                          |                            |        |                                   |        |              |        |       
|Current liabilities:                                                             |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 | Accounts payable and accrued liabilities                                                 |                            | $      | 4,563                             |        |              | $      | 6,078  |       
|                                                                                 | Unrealized loss on commodity derivatives                                                 |                            |        | 1,114                             |        |              |        |       |       
|                                                                                 | Current portion of long-term debt                                                        |                            |        | 5,340                             |        |              |        | 2,625  |       
|                                                                                 | Income taxes payable                                                                     |                            |        | 615                               |        |              |        | 279    |       
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          | Total current liabilities  |        |                                   | 11,632 |              |        |        | 8,982  |  
|Long-term debt                                                                   |                                                                                          |                            | 32,625 |                                   |        |              | 36,874 |       
|Deferred tax liability                                                           |                                                                                          |                            | 12,495 |                                   |        |              | 12,883 |       
|Convertible debenture                                                            |                                                                                          |                            | 2,160  |                                   |        |              | 2,160  |       
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          | Total liabilities          |        |                                   | 58,912 |              |        |        | 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, 30,000,000
shares authorized; 10,058,544 shares issued |                            |        | 1,572                             |        |              |        | 1,572  |       
|                                                                                 | Capital in excess of par value                                                           |                            |        | 29,657                            |        |              |        | 29,593 |       
|                                                                                 | Retained earnings                                                                        |                            |        | 2,090                             |        |              |        | 4,617  |       
|                                                                                 | Accumulated other comprehensive income (loss)                                            |                            |        | (924                              | )      |              |        | (33    | )     
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          |                            | 32,555 |                                   |        |              | 35,909 |       
|                                                                                 | Treasury stock at cost:                                                                  |                            |        |                                   |        |              |        |        |       
|                                                                                 |                                                                                          | 721,027 and 681,027 shares |        |                                   | (2,534 | )            |        |        | (2,354 | )
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          | Total stockholders equity |        |                                   | 30,021 |              |        |        | 33,555 |  
|                                                                                 |                                                                                          |                            |        |                                   |        |              |        |       
|                                                                                 |                                                                                          | $                          | 88,933 |                                   |        | $            | 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 June 30            |        | Six Months Ended June 30
|                                         |                                                    |                              |       |                                       |        |                         
|                                         |                                                    |                              |       | 2002                                  |        | 2001                     |       | 2002  |       | 2001
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |     
|                                         |                                                    |                              |       | (in thousands, except per share data)
|Revenues:                                |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         | Oil and gas sales                                  |                              | $     | 6,244                                 |        |                          | $     | 3,930 |       |      | $      | 11,565 |        |   | $     | 8,849 |      
|                                         | Gain (loss) on commodity derivatives               |                              |       | (288                                  | )      |                          |       | 444   |       |      |        | (2,434 | )      |   |       | 568   |      
|                                         | Lease bonuses and rentals                          |                              |       | 231                                   |        |                          |       | 174   |       |      |        | 501    |        |   |       | 325   |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         |                                                    | Total revenues               |       |                                       | 6,187  |                          |       |       | 4,548 |      |        |        | 9,632  |   |       |       | 9,742 |  
|Costs and expenses:                      |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         | Lease operating                                    |                              |       | 1,793                                 |        |                          |       | 839   |       |      |        | 3,729  |        |   |       | 1,552 |      
|                                         | Exploration and acquisition                        |                              |       | 204                                   |        |                          |       | 296   |       |      |        | 449    |        |   |       | 500   |      
|                                         | Depreciation, depletion and amortization           |                              |       | 1,621                                 |        |                          |       | 831   |       |      |        | 3,173  |        |   |       | 1,616 |      
|                                         | General and administrative                         |                              |       | 2,087                                 |        |                          |       | 709   |       |      |        | 3,669  |        |   |       | 1,327 |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         |                                                    | Total costs and expenses     |       |                                       | 5,705  |                          |       |       | 2,675 |      |        |        | 11,020 |   |       |       | 4,995 |  
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Operating income (loss)                  |                                                    |                              | 482   |                                       |        |                          | 1,873 |       |       |      | (1,388 | )      |        |   | 4,747 |      
|Other income (expense)                   |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         | Equity in earnings of unconsolidated investments   |                              |       | (32                                   | )      |                          |       | (55   | )     |      |        | (64    | )      |   |       | (155  | )    
|                                         | Gain (loss) on sale of properties and other assets |                              |       | (787                                  | )      |                          |       | 42    |       |      |        | (1,035 | )      |   |       | 170   |      
|                                         | Gain (loss) on sale of marketable securities       |                              |       | (4                                    | )      |                          |       | (25   | )     |      |        | (1     | )      |   |       | 6     |      
|                                         | Interest and other                                 |                              |       | (169                                  | )      |                          |       | 45    |       |      |        | (33    | )      |   |       | 101   |      
|                                         | Interest expense                                   |                              |       | (414                                  | )      |                          |       | (264  | )     |      |        | (859   | )      |   |       | (699  | )    
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         |                                                    | Total other income (expense) |       |                                       | (1,406 | )                        |       |       | (257  | )    |        |        | (1,992 | ) |       |       | (577  | )
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Net income (loss) before income taxes    |                                                    |                              | (924  | )                                     |        |                          | 1,616 |       |       |      | (3,380 | )      |        |   | 4,170 |      
|Provision (benefit) for income taxes     |                                                    |                              | (433  | )                                     |        |                          | 598   |       |       |      | (1,033 | )      |        |   | 1,543 |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Net income (loss)                        |                                                    |                              | (491  | )                                     |        |                          | 1,018 |       |       |      | (2,347 | )      |        |   | 2,627 |      
|Dividends on preferred shares            |                                                    |                              | 90    |                                       |        |                          | 90    |       |       |      | 180    |        |        |   | 180   |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Income (loss) available to common shares |                                                    | $                            | (581  | )                                     |        | $                        | 928   |       |       | $    | (2,527 | )      |        | $ | 2,447 |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Basic income (loss) per share            |                                                    | $                            | (0.06 | )                                     |        | $                        | 0.15  |       |       | $    | (0.27  | )      |        | $ | 0.39  |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Diluted income (loss) per share          |                                                    | $                            | (0.06 | )                                     |        | $                        | 0.13  |       |       | $    | (0.27  | )      |        | $ | 0.35  |      
|                                         |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|Weighted average shares outstanding      |                                                    |                              |       |                                       |        |                          |       |       |       |      |        |        |        |   |       |      
|                                         | Basic                                              |                              |       | 9,338                                 |        |                          |       | 6,314 |       |      |        | 9,349  |        |   |       | 6,293 |      
|                                         | Diluted                                            |                              |       | 9,338                                 |        |                          |       | 7,571 |       |      |        | 9,349  |        |   |       | 7,571 |      

See accompanying notes to the consolidated financial statements.

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TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |        |       |        |  
|---------------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------- | --------------------------------------------------- | ------ | -------------- | ------ | ----- | ------ | ----- | ------ | -
|                                                     |                                                                                   |                                               |                                                     |        | Six Months    
|                                                     |                                                                                   |                                               |                                                     |        | Ended June 30 
|                                                     |                                                                                   |                                               |                                                     |        |               
|                                                     |                                                                                   |                                               |                                                     |        | 2002           |        | 2001 
|                                                     |                                                                                   |                                               |                                                     |        |                |        |      
|                                                     |                                                                                   |                                               |                                                     |        | (in thousands)
|Cash flows from operating activities:                |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     | Net income (loss)                                                                 |                                               | $                                                   | (2,347 | )              |        | $     | 2,627  |      
|                                                     | Adjustments to reconcile net income to
net cash provided by operating activities: |                                               |                                                     |        |                |        |       |        |      
|                                                     |                                                                                   | Change in fair value of commodity derivatives |                                                     |        | 2,107          |        |       |        | (427  | )     
|                                                     |                                                                                   | Depreciation, depletion and amortization      |                                                     |        | 3,173          |        |       |        | 1,616 |       
|                                                     |                                                                                   | Loss (gain) on sale of properties             |                                                     |        | 1,035          |        |       |        | (170  | )     
|                                                     |                                                                                   | Loss (gain) on sale of marketable securities  |                                                     |        | 1              |        |       |        | (6    | )     
|                                                     |                                                                                   | Equity in loss of unconsolidated investments  |                                                     |        | 82             |        |       |        | 155   |       
|                                                     | Decrease (increase) in operating assets:                                          |                                               |                                                     |        |                |        |       |        |      
|                                                     |                                                                                   | Accounts and notes receivable                 |                                                     |        | (941           | )      |       |        | 58    |       
|                                                     |                                                                                   | Income taxes receivable                       |                                                     |        | (497           | )      |       |        |      |       
|                                                     |                                                                                   | Other current assets                          |                                                     |        | (313           | )      |       |        | 40    |       
|                                                     |                                                                                   | Other assets                                  |                                                     |        | 17             |        |       |        | (173  | )     
|                                                     | Increase (decrease) in operating liabilities:                                     |                                               |                                                     |        |                |        |       |        |      
|                                                     |                                                                                   | Accounts payable and accrued liabilities      |                                                     |        | (2,198         | )      |       |        | (718  | )     
|                                                     |                                                                                   | Income taxes payable                          |                                                     |        | 336            |        |       |        | 721   |       
|                                                     |                                                                                   | Deferred taxes                                |                                                     |        | (828           | )      |       |        |      |       
|                                                     |                                                                                   | Other                                         |                                                     |        | 64             |        |       |        | (37   | )     
|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     |                                                                                   |                                               | Net cash provided by (used in) operating activities |        |                | (309   | )     |        |       | 3,686  |  
|Cash flows from investing activities:                |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     | Expenditures for properties and equipment                                         |                                               |                                                     | (1,262 | )              |        |       | (5,645 | )    
|                                                     | Proceeds from the sale of properties and equipment                                |                                               |                                                     | 1,971  |                |        |       | 551    |      
|                                                     | Investment in EnergyNet.com, Inc.                                                 |                                               |                                                     |       |                |        |       | (100   | )    
|                                                     | Purchase of marketable securities                                                 |                                               |                                                     | (51    | )              |        |       | (593   | )    
|                                                     | Proceeds from sale of marketable securities                                       |                                               |                                                     | 215    |                |        |       | 279    |      
|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     |                                                                                   |                                               | Net cash provided by (used in) investing activities |        |                | 873    |       |        |       | (5,508 | )
|Cash flows from financing activities:                |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     | Payment for debt issuance costs                                                   |                                               |                                                     | (100   | )              |        |       | (138   | )    
|                                                     | Borrowings under revolving credit arrangements                                    |                                               |                                                     | 3,727  |                |        |       | 4,851  |      
|                                                     | Repayments under revolving credit arrangements                                    |                                               |                                                     | (5,261 | )              |        |       | (3,640 | )    
|                                                     | Proceeds from issuance of stock                                                   |                                               |                                                     |       |                |        |       | 209    |      
|                                                     | Payment of preferred dividends                                                    |                                               |                                                     | (180   | )              |        |       | (180   | )    
|                                                     | Purchase of treasury stock                                                        |                                               |                                                     | (180   | )              |        |       | (266   | )    
|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     |                                                                                   |                                               | Net cash provided by (used in) financing activities |        |                | (1,994 | )     |        |       | 836    |  
|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |       
|Net increase (decrease) in cash and cash equivalents |                                                                                   |                                               | (1,430                                              | )      |                |        | (986  | )     
|Cash and cash equivalents, beginning of period       |                                                                                   |                                               | 2,155                                               |        |                |        | 1,756 |       
|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |       
|Cash and cash equivalents, end of period             |                                                                                   | $                                             | 725                                                 |        |                | $      | 770   |       
|                                                     |                                                                                   |                                               |                                                     |        |                |        |       |       
|Supplemental disclosure of cash flow information:    |                                                                                   |                                               |                                                     |        |                |        |       |       
|                                                     | Cash paid during the period for income taxes                                      |                                               | $                                                   | 28     |                |        | $     | 759    |      
|                                                     | Cash paid during the period for interest                                          |                                               | $                                                   | 414    |                |        | $     | 556    |      

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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 along with 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-and six-month periods ended June 30,
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 |        | Six Months Ended
|                                                      |  | June 30            |        | June 30         
|                                                      |  |                    |        |                 
|                                                      |  | 2002               |        | 2001             |  | 2002 |     | 2001
|                                                      |  |                    |        |                  |  |      |     |     
|Income (loss) available to
common shares              |  | $                  | (581   | )                |  | $    | 928 |      |  | $ | (2,527 | ) |  | $ | 2,447 |  
|Foreign currency
translation adjustment               |  |                    | (2,251 | )                |  |      |    |      |  |   | (840   | ) |  |   |      |  
|Change in fair value of
available-for-sale
securities |  |                    | (22    | )                |  |      | 26  |      |  |   | (51    | ) |  |   | (73   | )
|                                                      |  |                    |        |                  |  |      |     |      |  |   |        |   |  |   |       |  
|Comprehensive income (loss)                           |  | $                  | (2,854 | )                |  | $    | 954 |      |  | $ | (3,418 | ) |  | $ | 2,374 |  
|                                                      |  |                    |        |                  |  |      |     |      |  |   |        |   |  |   |       |  

We now report foreign currency translation adjustments as a component of
comprehensive income because of our operations in France, and Turkey since
January 1, 2002.

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
intangible assets with indefinite lives are no longer amortized but are
reviewed annually (or more frequently if there is a change in operating
conditions that would make it prudent to do so) for impairment. Separable
intangible assets that are not deemed to have an indefinite life will continue
to be amortized over their useful lives (although Statement 142 specifies no
maximum life). Prior to our merger with Madison Oil Company (Madison) on
December 31, 2001, we had no goodwill; therefore, 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 Madison merger will be reviewed for impairment
on a regular basis as required by Statement 142.

On August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset
Retirement Obligations (Statement 143). Statement 143 was initiated in 1994
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 during the life of an asset. That standard requires entities to
record the fair

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

value of a liability for an asset retirement obligation in the
period in which the liability 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.

On January 1, 2002, we adopted FASB Statement No. 144, Accounting for the
Impairment or Disposal of Long-Lived Assets (Statement 144). 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 Accounting Principles Board Opinion No. 30 (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. Typically, when we identify properties for sale, we
sell them immediately via internet auction. When we sell properties via
internet auction, we set a minimum price (a reserve price) that must be met
for the auction to close. If the reserve is not met, we have the ability to
remove the property from sale. Because of these facts, the properties
identified for sale do not meet the criteria to be classified as assets
held-for-sale in accordance with Statement 144. Because we had no properties
held for sale at December 31, 2001, adopting Statement 144 did not have a
material impact on our financial position at January 1, 2002 or results of
operations for the three-and six-month periods ended June 30, 2002.

In April 2002, the FASB issued Statement No. 145
(Statement 145), Rescission of FASB Statements No.
4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
Corrections, related to accounting for debt extinguishments,
leases, and intangible assets of motor carriers. The provisions of
Statement 145 are effective for fiscal years beginning after May 15,
2002, with earlier adoption encouraged. We have not determined the
impact of adopting Statement 145.

NOTE 4  ACQUISITIONS

On May 31, 2002, we acquired Wilco Turkey Limited (WTL) from Wilco
Properties, Inc. (WPI). WTLs primary asset is an interest (ranging from
52.5% to 87.5%) in exploration licenses covering 2.2 million acres in the
Thrace basin and in the central and southeast areas of Turkey. We also acquired
from F-Co Holdings Kandamis (F-CO) additional interests (ranging from 7.5% to
12.5%) in the same exploration licenses. The purpose of the acquisition was to
obtain, explore and possibly develop the acreage covered by the licenses. The
acreage in the Thrace Basin is adjacent to or near the acreage we held prior to
the acquisition of WTL. In exchange for all of the outstanding common stock of
WTL, we have agreed to give WPI an overriding royalty interest in any
successful wells we drill on the acreage covered by the exploration licenses we
acquired. We have also agreed to give F-CO, in exchange for its interest in the
acreage, an overriding royalty interest in any successful wells we drill on the
acreage. As of the acquisition date, there were no outstanding liabilities
associated with WTL. We did not convey value to WPI or F-CO on the acquisition
date, or assume any liabilities; therefore, the fair value of the transaction
was zero. We have allocated no value to the assets acquired from WTL and F-CO.
WPI is controlled by William I. Lee, a director and shareholder,
and F-CO is owned by Peter L. Falb, a director and shareholder.

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 5  GEOGRAPHIC OPERATING SEGMENT INFORMATION

We have operations in only one industry segment, the oil and gas exploration
and production industry. We have structured the Company along geographic
operating segments or regions. As a result, 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 tables provide 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 on December 31, 2001.
Accordingly, we had operations in only the U.S. segment during the three-and
six-month periods ended June 30, 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 June 30, 2002 |        | June 30, 2001
|                                               |                                              |                              |        |                                  |        |              
|                                               |                                              |                              |        | United                           |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               |                                              |                              |        | States                           |        | France        |        | Turkey |       | Total |       | United States
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |              
|                                               |                                              |                              |        | (in thousands)                  
|Revenues:                                      |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               | Oil and gas sales                            |                              | $      | 3,190                            |        |               | $      | 2,533  |       |       | $     | 521           |     |   | $      | 6,244 |        |   | $      | 3,930        |      
|                                               | Gain (loss) on commodity derivatives         |                              |        | (176                             | )      |               |        | (112   | )     |       |       |              |     |   |        | (288  | )      |   |        | 444          |      
|                                               | Lease bonuses and rentals                    |                              |        | 231                              |        |               |        |       |       |       |       |              |     |   |        | 231   |        |   |        | 174          |      
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               |                                              | Total revenues               |        |                                  | 3,245  |               |        |        | 2,421 |       |       |               | 521 |   |        |       | 6,187  |   |        |              | 4,548 |  
|Costs and expenses:                            |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               | Lease operating                              |                              |        | 592                              |        |               |        | 975    |       |       |       | 226           |     |   |        | 1,793 |        |   |        | 839          |      
|                                               | Exploration and acquisition                  |                              |        | 204                              |        |               |        |       |       |       |       |              |     |   |        | 204   |        |   |        | 296          |      
|                                               | Depreciation, depletion
and amortization     |                              |        | 851                              |        |               |        | 451    |       |       |       | 319           |     |   |        | 1,621 |        |   |        | 831          |      
|                                               | General and administrative                   |                              |        | 1,779                            |        |               |        | 132    |       |       |       | 176           |     |   |        | 2,087 |        |   |        | 709          |      
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               |                                              | Total costs and expenses     |        |                                  | 3,426  |               |        |        | 1,558 |       |       |               | 721 |   |        |       | 5,705  |   |        |              | 2,675 |  
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|Operating income (loss)                        |                                              |                              | (181   | )                                |        |               | 863    |        |       |       | (200  | )             |     |   | 482    |       |        |   | 1,873  |             
|Other income (expense)                         |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               | Equity in loss of unconsolidated investments |                              |        | (32                              | )      |               |        |       |       |       |       |              |     |   |        | (32   | )      |   |        | (55          | )    
|                                               | Gain (loss) on sale of properties            |                              |        | (787                             | )      |               |        |       |       |       |       |              |     |   |        | (787  | )      |   |        | 42           |      
|                                               | Gain (loss) on sale of marketable securities |                              |        | (4                               | )      |               |        |       |       |       |       |              |     |   |        | (4    | )      |   |        | (25          | )    
|                                               | Interest and other                           |                              |        | (4                               | )      |               |        | (185   | )     |       |       | 20            |     |   |        | (169  | )      |   |        | 45           |      
|                                               | Interest expense                             |                              |        | (298                             | )      |               |        | (116   | )     |       |       |              |     |   |        | (414  | )      |   |        | (264         | )    
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|                                               |                                              | Total other income (expense) |        |                                  | (1,125 | )             |        |        | (301  | )     |       |               | 20  |   |        |       | (1,406 | ) |        |              | (257  | )
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|Net income (loss) before income taxes          |                                              |                              | (1,306 | )                                |        |               | 562    |        |       |       | (180  | )             |     |   | (924   | )     |        |   | 1,616  |             
|Provision (benefit) for income taxes           |                                              |                              | (433   | )                                |        |               |        |        |       |       |       |               |     |   | (433   | )     |        |   | 598    |             
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|Net income (loss)                              |                                              | $                            | (873   | )                                |        | $             | 562    |        |       | $     | (180  | )             |     | $ | (491   | )     |        | $ | 1,018  |             
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             
|Total assets (after intercompany eliminations) |                                              | $                            | 54,514 |                                  |        | $             | 25,364 |        |       | $     | 9,055 |               |     | $ | 88,933 |       |        | $ | 44,601 |             
|                                               |                                              |                              |        |                                  |        |               |        |        |       |       |       |               |     |   |        |       |        |   |        |             

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |            |       |  
|---------------------------------------------- | -------------------------------------------- | ---------------------------- | ------ | ------------------------------ | ------ | ------------- | ------ | ------ | ----- | ----- | ----- | ------------- | ----- | - | ------ | ------ | ------ | - | ------ | ---------- | ----- | -
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        | Six Months
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        | Ended     
|                                               |                                              |                              |        | Six Months Ended June 30, 2002 |        | June 30, 2001
|                                               |                                              |                              |        |                                |        |              
|                                               |                                              |                              |        | United                         |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               |                                              |                              |        | States                         |        | France        |        | Turkey |       | Total |       | United States
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |              
|                                               |                                              |                              |        | (in thousands)                
|Revenues:                                      |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               | Oil and gas sales                            |                              | $      | 5,972                          |        |               | $      | 4,552  |       |       | $     | 1,041         |       |   | $      | 11,565 |        |   | $      | 8,849      |      
|                                               | Gain (loss) on commodity derivatives         |                              |        | (1,166                         | )      |               |        | (1,268 | )     |       |       |              |       |   |        | (2,434 | )      |   |        | 568        |      
|                                               | Lease bonuses and rentals                    |                              |        | 501                            |        |               |        |       |       |       |       |              |       |   |        | 501    |        |   |        | 325        |      
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               |                                              | Total revenues               |        |                                | 5,307  |               |        |        | 3,284 |       |       |               | 1,041 |   |        |        | 9,632  |   |        |            | 9,742 |  
|Costs and expenses:                            |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               | Lease operating                              |                              |        | 1,276                          |        |               |        | 2,011  |       |       |       | 442           |       |   |        | 3,729  |        |   |        | 1,552      |      
|                                               | Exploration and acquisition                  |                              |        | 449                            |        |               |        |       |       |       |       |              |       |   |        | 449    |        |   |        | 500        |      
|                                               | Depreciation, depletion and amortization     |                              |        | 1,849                          |        |               |        | 893    |       |       |       | 431           |       |   |        | 3,173  |        |   |        | 1,616      |      
|                                               | General and administrative                   |                              |        | 3,088                          |        |               |        | 250    |       |       |       | 331           |       |   |        | 3,669  |        |   |        | 1,327      |      
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               |                                              | Total costs and expenses     |        |                                | 6,662  |               |        |        | 3,154 |       |       |               | 1,204 |   |        |        | 11,020 |   |        |            | 4,995 |  
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|Operating income (loss)                        |                                              |                              | (1,355 | )                              |        |               | 130    |        |       |       | (163  | )             |       |   | (1,388 | )      |        |   | 4,747  |           
|Other income (expense)                         |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               | Equity in loss of unconsolidated investments |                              |        | (64                            | )      |               |        |       |       |       |       |              |       |   |        | (64    | )      |   |        | (155       | )    
|                                               | Gain (loss) on sale of properties            |                              |        | (1,035                         | )      |               |        |       |       |       |       |              |       |   |        | (1,035 | )      |   |        | 170        |      
|                                               | Gain (loss) on sale of marketable securities |                              |        | (1                             | )      |               |        |       |       |       |       |              |       |   |        | (1     | )      |   |        | 6          |      
|                                               | Interest and other                           |                              |        | 18                             |        |               |        | (65    | )     |       |       | 14            |       |   |        | (33    | )      |   |        | 101        |      
|                                               | Interest expense                             |                              |        | (555                           | )      |               |        | (304   | )     |       |       |              |       |   |        | (859   | )      |   |        | (699       | )    
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|                                               |                                              | Total other income (expense) |        |                                | (1,637 | )             |        |        | (369  | )     |       |               | 14    |   |        |        | (1,992 | ) |        |            | (577  | )
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|Net income (loss) before income taxes          |                                              |                              | (2,992 | )                              |        |               | (239   | )      |       |       | (149  | )             |       |   | (3,380 | )      |        |   | 4,170  |           
|Provision (benefit) for income taxes           |                                              |                              | (1,033 | )                              |        |               |       |        |       |       |      |               |       |   | (1,033 | )      |        |   | 1,543  |           
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|Net income (loss)                              |                                              | $                            | (1,959 | )                              |        | $             | (239   | )      |       | $     | (149  | )             |       | $ | (2,347 | )      |        | $ | 2,627  |           
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           
|Total assets (after intercompany eliminations) |                                              | $                            | 54,514 |                                |        | $             | 25,364 |        |       | $     | 9,055 |               |       | $ | 88,933 |        |        | $ | 44,601 |           
|                                               |                                              |                              |        |                                |        |               |        |        |       |       |       |               |       |   |        |        |        |   |        |           

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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 6  DERIVATIVE FINANCIAL INSTRUMENTS

We utilize commodity derivative instruments (These transactions are generally
structured as either swaps or collar contracts. A swap can be described as
having the effect of an outright sale at a specific price. A collar has the
effect of creating a sale only if a floor or ceiling price is exceeded.) in
order to (i) reduce the effect of the price fluctuations of the commodities we
produce and sell; (ii) support our annual capital budgeting and expenditure
plans; (iii) protect the amounts required for servicing outstanding debt; and
(iv) maximize the funds available under our existing credit facilities. The
trading party that represents the other side of each of these transactions is
known as a counterparty. The counterparty of all of our transactions is Coral
Energy Holdings, L.P., an affiliate of Royal Dutch/Shell.

The following table lists our open natural gas derivative contracts as of June
30, 2002. All contracts are based on NYMEX pricing. We estimated the fair value
of the option agreement at June 30, 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 Volume
|Contract Type |  | Effective Date |  | Termination Date |  | Month (MMBtu) (1) |         | (MMBtu) (1)
|              |  |                |  |                  |  |                   |         |            
|Swap          |  | August 2002    |  | October 2002     |  |                   | 120,000 |             |  |  | 360,000             | 
|              |  | November 2002  |  | December 2002    |  |                   | 80,000  |             |  |  | 160,000             | 
|              |  | January 2003   |  | December 2003    |  |                   | 30,000  |             |  |  | 360,000             | 
|              |  | January 2004   |  | December 2004    |  |                   | 50,000  |             |  |  | 600,000             | 
|Put Option    |  | January 2003   |  | December 2003    |  |                   | 80,000  |             |  |  | 960,000             | 
|              |  | January 2004   |  | December 2004    |  |                   | 50,000  |             |  |  | 600,000             | 
|Call Option   |  | January 2003   |  | December 2003    |  |                   | 80,000  |             |  |  | 960,000             | 
|              |  | January 2004   |  | December 2004    |  |                   | 50,000  |             |  |  | 600,000             | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|              |  |       |                  |          |                  |   |            |   | 
|------------- |  | ----- | ---------------- | -------- | ---------------- | - | ---------- | - | 
|              |  |       |                  |          |                  |   | Fair Value
|              |  |       | Strike Price per |          | Gain/(Loss) June
|Contract Type |  | MMBtu |                  | 30, 2002
|              |  |       |                  |         
|Swap          |  | $     | 2.959            |          |                  | $ | (113,460   | )
|              |  |       | 3.059            |          |                  |   | (109,220   | )
|              |  |       | 3.900            |          |                  |   | 8,760      |  
|              |  |       | 3.920            |          |                  |   | (31,900    | )
|Put Option    |  |       | 3.250            |          |                  |   | 323,418    |  
|              |  |       | 3.250            |          |                  |   | 131,562    |  
|Call Option   |  |       | 4.850            |          |                  |   | (353,782   | )
|              |  |       | 5.275            |          |                  |   | (135,312   | )



---

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

9



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##### Table of Contents



TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

The following table lists our open crude oil derivative contracts as of June
30, 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 per |  | Aggregate Volume
|Contract Type    |  | Effective Date |  | Termination Date |  | Month (Bbls) |        | (Bbls)
|                 |  |                |  |                  |  |              |        |       
|WTI Crude Swap   |  | July 2002      |  | December 2002    |  |              | 15,000 |        |  |  | 90,000              | 
|Brent Crude Swap |  | July 2002      |  | December 2002    |  |              | 37,500 |        |  |  | 135,000             | 

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                 |  |                      |        |               |  |   |             |   | 
|---------------- |  | -------------------- | ------ | ------------- |  | - | ----------- | - | 
|                 |  |                      |        |               |  |   | Fair Value 
|                 |  |                      |        |               |  |   | Gain/(Loss)
|Contract Type    |  | Strike Price per Bbl |        | June 30, 2002
|                 |  |                      |        |              
|WTI Crude Swap   |  | $                    | 22.480 |               |  | $ | (341,033    | )
|Brent Crude Swap |  |                      | 23.178 |               |  |   | (493,200    | )

NOTE 7  LONG-TERM DEBT

On May 9, 2002, we amended our revolving credit facility with Bank of Texas
(the Texas Facility). The amendment divided the amounts outstanding into two
tranches. Tranche A amounted to $18,024,750, and Tranche B represented all
amounts outstanding in excess of Tranche A. The amendment required that all
amounts outstanding under Tranche B be repaid by July 15, 2002, and called for
a monthly penalty of $50,000 if such amounts are not repaid by July 15, 2002.
On August 1, 2002, we amended the Texas Facility again. Under the terms of this
amendment, Tranche A is increased to $20,000,000, and the due date for Tranche
B is extended to November 1, 2002. Additionally, this amendment requires no
monthly penalty if all amounts under Tranche B are not repaid by November 1,
2002. At June 30, 2002, there was $21,715,000 outstanding under the Texas
Facility, and, in accordance with the amendment, we have included $1,715,000
under current portion of long-term debt on the balance sheet.

NOTE 8  LITIGATION

On August 7, 2002, we reached an agreement related to the Karak
Petroleum legal proceeding described in the Notes to Consolidated Financial
Statements included in our December 31, 2001, Annual Report on Form 10-K. Under
the terms of the agreement, we will pay the plaintiffs $400,000 for full
release of liability. Written documentation reflecting the foregoing
is in the process of finalization. Prior to the agreement, we had no amounts
accrued for this proceeding, which we assumed in the Madison merger. Because we
had no amounts accrued for this contingency, and it existed prior to the date
of the merger, we have adjusted our purchase price allocation by adding
$400,000 to both goodwill and accounts payable and accrued liabilities. The
agreement requires that we remit the $400,000 in two installments.
The first installment of $50,000 is due upon finalization of the
written documentation, and the remaining $350,000
must be paid by February 3, 2003.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 9  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 June 30            |       | Six Months Ended June 30
|                           |                           |                                          |                            |       |                                       |       |                         
|                           |                           |                                          |                            |       | 2002                                  |       | 2001                     |       | 2002  |      | 2001 
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |      
|                           |                           |                                          |                            |       | (in thousands, except per share data)
|Basic earnings per share   |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           | Numerator:                |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |       |      
|                           |                           | Net income (loss)                        |                            | $     | (491                                  | )     |                          | $     | 1,018 |      |       | $     | (2,347 | )     |       | $     | 2,627 |     
|                           |                           | Less: dividends on preferred shares      |                            |       | 90                                    |       |                          |       | 90    |      |       |       | 180    |       |       |       | 180   |     
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           |                           | Income (loss) available to common shares |                            | $     | (581                                  | )     |                          | $     | 928   |      |       | $     | (2,527 | )     |       | $     | 2,447 |     
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|Denominator:               |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           | Common shares outstanding |                                          |                            | 9,338 |                                       |       |                          | 6,314 |       |      |       | 9,349 |        |       |       | 6,293 |      
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           |                           |                                          | Basic earnings per share   |       | $                                     | (0.06 | )                        |       | $     | 0.15 |       |       | $      | (0.27 | )     |       | $     | 0.39 | 
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|Diluted earnings per share |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           | Numerator:                |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |       |      
|                           |                           | Net income (loss)                        |                            | $     | (491                                  | )     |                          | $     | 1,018 |      |       | $     | (2,347 | )     |       | $     | 2,697 |     
|                           |                           | Less: dividends on preferred shares      |                            |       | 90                                    |       |                          |       | N/A   | (1)  |       |       | 180    |       |       |       | N/A   | (1) 
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           |                           | Income (loss) available to common shares |                            | $     | (581                                  | )     |                          | $     | 1,018 |      |       | $     | (2,527 | )     |       | $     | 2,697 |     
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|Denominator:               |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           |                           | Common shares outstanding                |                            |       | 9,338                                 |       |                          |       | 6,314 |      |       |       | 9,349  |       |       |       | 6,293 |     
|                           |                           | Common stock options and warrants        |                            |       | N/A                                   | (2)   |                          |       | 257   |      |       |       | N/A    | (2)   |       |       | 278   |     
|                           |                           | Conversion of preferred shares           |                            |       | N/A                                   | (2)   |                          |       | 1,000 |      |       |       | N/A    | (2)   |       |       | 1,000 |     
|                           |                           | Conversion of debenture                  |                            |       | N/A                                   | (2)   |                          |       |      |      |       |       | N/A    | (2)   |       |       |      |     
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           |                           |                                          | 9,338                      |       |                                       |       | 7,571                    |       |       |      | 9,349 |       |        |       | 7,571 |      
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      
|                           |                           |                                          | Diluted earnings per share |       | $                                     | (0.06 | )                        |       | $     | 0.13 |       |       | $      | (0.27 | )     |       | $     | 0.35 | 
|                           |                           |                                          |                            |       |                                       |       |                          |       |       |      |       |       |        |       |       |      



---

|(1) |  | Because we have assumed that the preferred shares were
converted into common shares, there would have been no
preferred dividends paid.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Due to the net loss for the three-and six-month periods
ended June 30, 2002, there were no dilutive shares.                            

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

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

Certain 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 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 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

This section should be read in conjunction with Note 7  Long-term Debt.

During the first six months of 2002, our primary source of capital for
financing our operating and investing activities has been a combination of
operating cash flow and cash received from oil and gas property sales. We
constantly review the operating results of our properties on an individual
basis. When we discover under-performing oil properties, we attempt to
liquidate those properties. Cash provided by operating activities before
changes in working capital during the six months ended June 30, 2002, amounted
to $4.1 million, and we have received $2.0 million in proceeds from sales of
property and equipment. We anticipate that cash flow provided by operating
activities for the remaining six months of 2002 will be approximately $5.0
million.

We currently have two senior borrowing facilities. First, we have a revolving credit
facility with Bank of Texas (the Texas Facility), which had permitted
borrowings of $20.0 million at June 30, 2002. At June 30, 2002, we had
borrowings outstanding under the Texas Facility of approximately $21.7 million.
We will be required to repay $1.7 million of the borrowings outstanding under
the Texas Facility by November 1, 2002. On August 1, 2002, we entered into an
amendment agreement with Bank of Texas that established the amounts of the
permitted borrowings and the portion that we are required to pay by November 1,
2002. Second, we have a revolving credit facility with Barclays Bank, Plc (the
Barclays Facility). Under the Barclays Facility, we had $16.3 million
outstanding at June 30, 2002. The Barclays Facility had a borrowing base of
$20.0 million at June 30, 2002. However, additional borrowings will not be available until Barclays
conducts a formal borrowing base review in October 2002. In addition, we are
required to repay $3.6 million of the outstanding borrowings under the Barclays
Facility during the remainder of 2002. During the first six months of 2002, we
used $2.9 million of our available cash flow to reduce the amounts outstanding
under the Barclays Facility. In 2002, we are reviewing ways to refinance all or
part of our existing senior debt.

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We anticipate that our 2002 capital expenditures budget, excluding any acquisitions we may make,
will range from $5.0 million to $7.0 million. The actual amount will be
determined by required exploratory and development drilling. We intend to fund
our capital expenditures budget from operating cash flow, property sales, the
proceeds of any financing we are able to secure, or a combination thereof. We
will continue to focus most of our capital budget during 2002 on prospects that
are currently in our inventory as a result of the Madison merger. During 2002,
we will continue to limit our activity in France to development drilling on our
existing properties. However, in Trinidad we expect to participate in two
exploratory wells prior to year-end on the Southwest Cedros Peninsula. In
Turkey, exploration work will continue on several projects including the
processing and interpretation of the seismic data just acquired in the Black
Sea.

We believe that sufficient funds will be available from operating and investing
activities to meet anticipated capital requirements for fiscal 2002.

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 in our ongoing operations, 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
(other than dividends payable in shares of common stock). In addition, any
declaration of dividends must be approved by a majority of the holders of our
Series A Convertible Preferred Stock.

Dividends on our Series A Convertible Preferred Stock are paid quarterly. Cash
dividends totaling $90,000 and $180,000 were paid for the three-and six-month
periods ended June 30, 2002 and 2001, respectively. Future dividends will be
paid in cash at a rate of $90,000 per calendar quarter.

CRITICAL ACCOUNTING POLICIES

Other than the adoption of Statement 144 discussed in Note 3 to the
consolidated financial statements included in this quarterly report on Form
10-Q, we did not have any changes in our critical accounting policies or in our
significant accounting estimates during the six months ended June 30, 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.

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RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001

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

|           |              |               |       |  |                    |     |      |  |     |               |                    |               |       |  |       |       |  |  |       |       |  |  | 
|---------- | ------------ | ------------- | ----- |  | ------------------ | --- | ---- |  | --- | ------------- | ------------------ | ------------- | ----- |  | ----- | ----- |  |  | ----- | ----- |  |  | 
|           |              |               |       |  | Three Months Ended |     |      |  |     |               | Three Months Ended
|           |              |               |       |  | June 30            |     |      |  |     |               | June 30           
|           |              |               |       |  |                    |     |      |  |     |               |                   
|           |              |               |       |  | 2002               |     | 2001 |  |     |               |                    |               | 2002  |  | 2001 
|           |              |               |       |  |                    |     |      |  |     |               |                    |               |       |  |      
|Production |              |               |       |  |                    |     |      |  |     | Average Price |                    |               |       |  |       |       |  | 
|           | Oil (MBbls): |               |       |  |                    |     |      |  |     |               | Oil ($/Bbl):       |               |       |  |       |       |  |  |      
|           |              | United States |       |  | 62                 |     |      |  | 73  |               |                    | United States |       |  | 23.13 |       |  |  | 25.35 |      
|           |              | France        |       |  | 105                |     |      |  |    |               |                    | France        |       |  | 24.05 |       |  |  |      |      
|           |              | Turkey        |       |  | 24                 |     |      |  |    |               |                    | Turkey        |       |  | 22.52 |       |  |  |      |      
|           |              |               |       |  |                    |     |      |  |     |               |                    |               |       |  |       |       |  |  |       |      
|           |              |               | Total |  |                    | 191 |      |  |     | 73            |                    |               | Total |  |       | 23.56 |  |  |       | 27.20 | 
|           | Gas (MMcf):  |               |       |  |                    |     |      |  |     |               | Gas ($/Mcf):       |               |       |  |       |       |  |  |      
|           |              | United States |       |  | 460                |     |      |  | 454 |               |                    | United States |       |  | 3.57  |       |  |  | 4.14  |      
|           |              | France        |       |  |                   |     |      |  |    |               |                    | France        |       |  |      |       |  |  |      |      
|           |              | Turkey        |       |  |                   |     |      |  |    |               |                    | Turkey        |       |  |      |       |  |  |      |      
|           |              |               |       |  |                    |     |      |  |     |               |                    |               |       |  |       |       |  |  |       |      
|           |              |               | Total |  |                    | 460 |      |  |     | 454           |                    |               | Total |  |       | 3.57  |  |  |       | 3.61  | 
|           | MBOE:        |               |       |  |                    |     |      |  |     |               | $/BOE              |               |       |  |       |       | 
|           |              | United States |       |  | 139                |     |      |  | 149 |               |                    | United States |       |  | 22.20 |       |  |  | 25.10 |      
|           |              | France        |       |  | 105                |     |      |  |    |               |                    | France        |       |  | 24.05 |       |  |  |      |      
|           |              | Turkey        |       |  | 24                 |     |      |  |    |               |                    | Turkey        |       |  | 22.52 |       |  |  |      |      
|           |              |               |       |  |                    |     |      |  |     |               |                    |               |       |  |       |       |  |  |       |      
|           |              |               | Total |  |                    | 268 |      |  |     | 149           |                    |               | Total |  |       | 22.95 |  |  |       | 25.10 | 

REVENUES

Oil and gas sales.Oil and gas sales increased by $2.3 million, or 59%, due to
the operations of properties acquired in the Madison merger. The increase was
offset by decreases in the average prices received for domestic production.
Revenues attributable to the operations of the properties acquired in the
Madison merger were approximately $3.1 million. The average price per BOE we
received for our U.S. production decreased $2.90, or 12%.

Gain (loss) on commodity derivatives.We utilize commodity derivative
instruments (These transactions are generally structured as either swaps or
collar contracts. A swap can be described as having the effect of an outright
sale at a specific price. A collar has the effect of creating a sale only if a
floor or ceiling price is exceeded.) in order to (i) reduce the effect of the
price fluctuations of the commodities we produce and sell; (ii) support our
annual capital budgeting and expenditure plans; (iii) protect the amounts
required for servicing outstanding debt; and (iv) maximize the funds available
under our existing credit facilities. The trading party that represents the
other side of each of these transactions is known as a counterparty. The
counterparty of all of our transactions is Coral Energy Holdings, L.P., an
affiliate of Royal Dutch/Shell. During the second quarter of 2002, we had an
unrealized gain of approximately $166,000 related to our hedging activity. This
was offset by realized losses of approximately $454,000. During the second
quarter of 2001, we had an unrealized gain of $427,000 and a realized gain of
$141,000. As noted above, we have structured our commodity derivatives to
reduce the effect of the price fluctuations of the commodities we produce and
sell. As a result, those derivatives decline in value as the underlying
commodity prices rise.

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Any losses incurred on derivatives are offset by higher oil and gas sales revenues
due to increases in underlying commodity prices. See Note 6 in the Notes to
Consolidated Financial Statements included in this filing for more details.

Lease bonuses and rentals.Lease bonuses and rentals increased by $57,000, or
33%, due to a recent increase in leasing activity as a result of several
wildcat discoveries in and around the minerals we own in Mississippi.

EXPENSES

Lease operating.Lease operating expenses increased $1.0 million, or 114%, due
to the operations of the properties we acquired in the Madison merger and are
commensurate with the increase in operating revenue from the Madison
properties. Higher lease operating expenses were offset by decreases in U.S.
production taxes that were a result of the decline in oil and gas sales prices
discussed above. For the quarter, operating expenses associated with the
properties acquired in the Madison merger amounted to $1.2 million.

Exploration and acquisition.Exploration and acquisition expense decreased
$92,000, or 31%, due to decreased drilling activity compared with the same
period in 2001. We plan to spend between $5.0 million and $7.0 million on
drilling, or the majority of our capital expenditures, during 2002.

Depletion, depreciation and amortization. DD&A increased $790,000, or 95%,
primarily due to the depletion of the properties we acquired in the Madison
merger. Depletion expense on the properties we acquired in the Madison merger
was approximately $770,000.

General and administrative. General and administrative expenses increased $1.4
million, or 194%, during the second quarter. The majority of this increase was
a direct result of the Madison merger; however, a significant portion of these
expenses, approximately $500,000, is non-recurring items that are either
transaction and transition costs or other expenses of a one-time nature.
Approximately $308,000 is general and administrative expense that is directly
attributable to the operation of our new French and Turkish properties. The
balance represents the ongoing cost of the Madison exploration staff that will
be engaged both internationally and in the United States.

OTHER INCOME AND EXPENSE

Other income and expense resulted in a net charge to expenses of $1.4 million
during the second quarter of 2002 versus $257,000 during the second quarter of
2001. Net expense increased $1.1 million, or 447%, primarily due to losses on
property sales. We lost $787,000 on property sales closed in the second quarter
of 2002, compared with a property-sale gain of $42,000 in the second quarter of
2001. As a result of lower oil and gas prices, we elected to proceed with the
sale of several non-economic properties rather than sustain continued operating
losses on those properties. This undertaking is in keeping with our ongoing
practice of systematically high-grading our property holdings.

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES

In the second quarter of 2002, we incurred a net loss of $581,000, compared
with net income of $928,000 million for the same period in 2001. Lower second
quarter 2002 results were due to decreased oil and gas prices compared with the
second quarter of 2001, one-time transaction and transition costs related to
the Madison merger, higher operating costs of the newly combined company after
the addition of the Madison exploration staff, and losses on the sales of
selected properties.

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##### Table of Contents



OTHER COMPREHENSIVE INCOME

This item should be read in conjunction with Note 3 in the Notes to
Consolidated Financial Statements included in this filing.

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 position of
those operations were approximately US$0.98 per Euro and US$0.64 per million
Turkish Lira. The Euro rate at March 31, 2002, was US$0.88 per Euro and US$0.76
per million Turkish Lira. These fluctuations caused an unrealized loss of $2.3
million for the second quarter of 2002. No such charges existed during the
second quarter of 2001 because we had no foreign operations during that period.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

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

|           |              |               |       |  |                  |     |      |  |     |               |                  |               |       |  |       |       |  |  |       |       |  |  | 
|---------- | ------------ | ------------- | ----- |  | ---------------- | --- | ---- |  | --- | ------------- | ---------------- | ------------- | ----- |  | ----- | ----- |  |  | ----- | ----- |  |  | 
|           |              |               |       |  | Six Months Ended |     |      |  |     |               | Six Months Ended
|           |              |               |       |  | June 30          |     |      |  |     |               | June 30         
|           |              |               |       |  |                  |     |      |  |     |               |                 
|           |              |               |       |  | 2002             |     | 2001 |  |     |               |                  |               | 2002  |  | 2001 
|           |              |               |       |  |                  |     |      |  |     |               |                  |               |       |  |      
|Production |              |               |       |  |                  |     |      |  |     | Average Price |                  |               |       |  |       |       |  | 
|           | Oil (MBbls): |               |       |  |                  |     |      |  |     |               | Oil ($/Bbl):     |               |       |  |       |       |  |  |      
|           |              | United States |       |  | 135              |     |      |  | 152 |               |                  | United States |       |  | 20.82 |       |  |  | 25.97 |      
|           |              | France        |       |  | 215              |     |      |  |    |               |                  | France        |       |  | 21.15 |       |  |  |      |      
|           |              | Turkey        |       |  | 52               |     |      |  |    |               |                  | Turkey        |       |  | 19.95 |       |  |  |      |      
|           |              |               |       |  |                  |     |      |  |     |               |                  |               |       |  |       |       |  |  |       |      
|           |              |               | Total |  |                  | 402 |      |  |     | 152           |                  |               | Total |  |       | 20.89 |  |  |       | 26.80 | 
|           | Gas (MMcf):  |               |       |  |                  |     |      |  |     |               | Gas ($/Mcf):     |               |       |  |       |       |  |  |      
|           |              | United States |       |  | 965              |     |      |  | 845 |               |                  | United States |       |  | 3.00  |       |  |  | 5.46  |      
|           |              | France        |       |  |                 |     |      |  |    |               |                  | France        |       |  |      |       |  |  |      |      
|           |              | Turkey        |       |  |                 |     |      |  |    |               |                  | Turkey        |       |  |      |       |  |  |      |      
|           |              |               |       |  |                  |     |      |  |     |               |                  |               |       |  |       |       |  |  |       |      
|           |              |               | Total |  |                  | 965 |      |  |     | 845           |                  |               | Total |  |       | 3.00  |  |  |       | 3.07  | 
|           | MBOE:        |               |       |  |                  |     |      |  |     |               | $/BOE            |               |       |  |       |       |  |  |      
|           |              | United States |       |  | 296              |     |      |  | 293 |               |                  | United States |       |  | 19.29 |       |  |  | 29.24 |      
|           |              | France        |       |  | 215              |     |      |  |    |               |                  | France        |       |  | 21.15 |       |  |  |      |      
|           |              | Turkey        |       |  | 52               |     |      |  |    |               |                  | Turkey        |       |  | 19.95 |       |  |  |      |      
|           |              |               |       |  |                  |     |      |  |     |               |                  |               |       |  |       |       |  |  |       |      
|           |              |               | Total |  |                  | 563 |      |  |     | 293           |                  |               | Total |  |       | 20.06 |  |  |       | 29.24 | 

REVENUES

Oil and gas sales.Oil and gas sales increased $2.7 million, or 31%, due to the
operations of properties acquired in the Madison merger, but the increase was
offset by decreases in the average prices received for domestic production.
Revenues attributable to the operations of the properties acquired in the
Madison merger were approximately $5.6 million. The average price per BOE we
received for our U.S. production decreased $9.95, or 34%.

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Gain (loss) on commodity derivatives.We utilize commodity derivative
instruments (These transactions are generally structured as either swaps or
collar contracts. A swap can be described as having the effect of an outright
sale at a specific price. A collar has the effect of creating a sale only if a
floor or ceiling price is exceeded.) in order to (i) reduce the effect of the
price fluctuations of the commodities we produce and sell; (ii) support our
annual capital budgeting and expenditure plans; (iii) protect the amounts
required for servicing outstanding debt; and (iv) maximize the funds available
under our existing credit facilities. The trading party that represents the
other side of each of these transactions is known as a counterparty. The
counterparty of all of our transactions is Coral Energy Holdings, L.P., an
affiliate of Royal Dutch/Shell. During the first half of 2002, we had an
unrealized loss related to our hedging activity of approximately $2.1 million,
and a realized loss of $300,000. During the first half of 2001, we had an
unrealized gain of $427,000, and a realized gain of $141,000. The losses during
the first half of 2002 are due to an increase in oil and gas prices between
December 31, 2001, and June 30, 2002. As noted above, we have structured our
commodity derivatives to reduce the effect of the price fluctuations of the
commodities we produce and sell. As a result, those derivatives decline in
value as the underlying commodity prices rise. Any losses incurred on
derivatives are offset by higher oil and gas sales revenues due to increases in
underlying commodity prices. See Note 6 in the Notes to Consolidated Financial
Statements included in this filing for more details.

Lease bonuses and rentals.Lease bonuses and rentals increased by $176,000, or
54%, due to recent increases in leasing activity as a result of several wildcat
discoveries in and around the minerals we own in Mississippi.

EXPENSES

Lease operating.Lease operating expenses increased $2.2 million, or 140%, due
to the operations of the properties we acquired in the Madison merger and are
commensurate with the increase in operating revenue from the Madison
properties. Higher lease operating expenses were offset by decreases in U.S.
production taxes that were a result of the decline in oil and gas sales prices
discussed above. For the first half of 2002, operating expenses associated with
the properties in the Madison merger amounted to $2.5 million.

Exploration and acquisition.Exploration and acquisition expense decreased
$51,000, or 10%, due to decreased drilling activity, compared with the same
period in 2001. We plan to spend between $5.0 million and $7.0 million on
drilling, or the majority of our capital expenditures, during 2002.

Depletion, depreciation and amortization. DD&A increased $1.6 million, or 96%,
due to the depletion of the properties we acquired in the Madison merger. Also
contributing to the increase was a higher average depletion rate on U.S.
properties. The higher average depletion rate was the result of lower prices in
effect at December 31, 2001, as compared to those in effect at December 31,
2000. The lower prices caused beginning oil and gas reserves to be lower.
Depletion expense on the properties we acquired from Madison was approximately
$1.3 million. Production from our United States properties increased 3 MBOE, or
1%.

General and administrative. General and administrative expenses increased $2.3
million, or 176%, during the first half. The majority of this increase was
a direct result of the acquisition of Madison; however, a significant portion
of these expenses, approximately $500,000, is non-recurring items that are
either transaction and transition costs or other expenses of a one-time nature.
Approximately $581,000 is general and administrative expense that is directly
attributable to the operation of our new French and Turkish properties. The
balance represents the ongoing cost of the Madison exploration staff that will
be engaged both internationally and in the United States.

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OTHER INCOME AND EXPENSE

Other income and expense resulted in a net charge to expenses of $2.0 million
in the first half of 2002, versus $577,000 for the same period in 2001. Net
expense increased $1.4 million, or 245%, primarily due to losses on property
sales and increased interest expense. We incurred a $1.0 million loss on
property sales closed in the first half of 2002, compared with a property-sale
gain of $170,000 in the first half of 2001. As a result of lower oil and gas
prices, we elected to proceed with the sale of several non-economic properties
rather than sustain continued operating losses on those properties. This
undertaking is in keeping with our ongoing practice of systematically
high-grading our property holdings. Interest expense increased, the result of
the revolving credit balances assumed in the Madison merger.

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES

In the first half of 2002, we incurred a net loss of $2.5 million, compared
with net income of $2.4 million for the same period in 2001. Lower first-half
results were due to decreased oil and gas prices, compared with the first half
of 2001, one-time transaction and transition costs related to the Madison
merger, higher operating costs of the newly combined company after the addition
of the Madison exploration staff, and losses on the sales of selected
properties.

OTHER COMPREHENSIVE INCOME

This item should be read in conjunction with Note 3 in the Notes to
Consolidated Financial Statements included in this filing.

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 position of
those operations are approximately US$0.98 per Euro and US$0.64 per million
Turkish Lira. The Euro rate at December 31, 2001, was US$0.87 per Euro, and
US$0.69 per million Turkish Lira. These fluctuations caused an unrealized loss
of $840,000 for the first half of 2002. No such charges existed during the
first half of 2001 because we had no foreign operations during that period.




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

Other than the Karak Petroleum settlement agreement discussed in the Notes to
Consolidated Financial Statements included in this filing, 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

On April 26, 2002, we submitted a proxy statement to the Companys stockholders
as of the record date, April 1, 2002. The proxy statement was furnished to the
Companys stockholders in connection with the Annual Meeting of Stockholders
held on May 30, 2002. There were 9,337,517 shares entitled to vote at the
meeting. The proposals under consideration, along with the results of the
voting, are as follows:



|(1) |  | To approve the amendment to the Toreador Resources Corporation
Amended and Restated 1990 Stock Option Plan increasing the number of
shares authorized pursuant to such plan from 500,000 to 1,000,000 and
to ratify the issuance of the stock options previously granted pursuant
to such plan;
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|          |  |               |         |             |  |                  |         |  |  |  |           | 
|--------- |  | ------------- | ------- | ----------- |  | ---------------- | ------- |  |  |  | --------- | 
|Votes For |  | Votes Against |         | Abstentions |  | Broker Non-Votes
|          |  |               |         |             |  |                 
|4,821,708 |  |               | 303,064 |             |  |                  | 102,209 |  |  |  | 2,270,597 | 



|(2) |  | To approve the Toreador Resources Corporation Amended and Restated
1994 Non-Employee Director Stock Option Plan, which among other items,
increased the number of shares authorized pursuant to such plan from
200,000 to 500,000, and to ratify the issuance of the stock options
previously granted pursuant to the 1994 Non-Employee Director Stock
Option Plan;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|          |  |               |         |             |  |                  |         |  |  |  |           | 
|--------- |  | ------------- | ------- | ----------- |  | ---------------- | ------- |  |  |  | --------- | 
|Votes For |  | Votes Against |         | Abstentions |  | Broker Non-Votes
|          |  |               |         |             |  |                 
|4,794,085 |  |               | 319,148 |             |  |                  | 113,748 |  |  |  | 2,270,597 | 



|(3) |  | To approve the increase of the number of authorized shares of
Toreador Common Stock to 30,000,000 as set forth in the Toreador
Resources Corporation Amended and Restated Certificate of
Incorporation;
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|          |  |               |        |             |  |                  |        |  |  |  |     | 
|--------- |  | ------------- | ------ | ----------- |  | ---------------- | ------ |  |  |  | --- | 
|Votes For |  | Votes Against |        | Abstentions |  | Broker Non-Votes
|          |  |               |        |             |  |                 
|7,418,964 |  |               | 64,315 |             |  |                  | 14,299 |  |  |  | N/A | 



|(4) |  | To approve the remainder of the Toreador Resources Corporation
Amended and Restated Certificate of Incorporation; and
|--- |  | ---------------------------------------------------------------------------------------------------------------------

|          |  |               |        |             |  |                  |        |  |  |  |           | 
|--------- |  | ------------- | ------ | ----------- |  | ---------------- | ------ |  |  |  | --------- | 
|Votes For |  | Votes Against |        | Abstentions |  | Broker Non-Votes
|          |  |               |        |             |  |                 
|5,156,004 |  |               | 57,231 |             |  |                  | 13,746 |  |  |  | 2,270,597 | 

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|(5) |  | To elect the following nominees for the Board of Directors:
|--- |  | -----------------------------------------------------------

|                        |  |           |           |                |  |  |         | 
|----------------------- |  | --------- | --------- | -------------- |  |  | ------- | 
|Nominee                 |  | Votes For |           | Votes Withheld
|                        |  |           |           |               
|Herbert L. Brewer(1)    |  |           | 7,345,776 |                |  |  | 151,802 | 
|David M. Brewer(1)      |  |           | 7,345,776 |                |  |  | 151,802 | 
|Edward N. Dane(1)       |  |           | 7,345,776 |                |  |  | 151,802 | 
|Peter L. Falb(1)        |  |           | 7,345,776 |                |  |  | 151,802 | 
|G. Thomas Graves III(1) |  |           | 7,345,776 |                |  |  | 151,802 | 
|Thomas P. Kellogg(1)    |  |           | 7,344,576 |                |  |  | 153,002 | 
|William I. Lee(1)       |  |           | 7,345,776 |                |  |  | 151,802 | 
|John Mark McLaughlin(1) |  |           | 7,345,776 |                |  |  | 151,802 | 
|H.R. Sanders, Jr.(1)    |  |           | 7,345,776 |                |  |  | 151,802 | 
|Joseph J. Simons        |  |           | 7,345,676 |                |  |  | 151,902 | 



---

|(1) |  | Incumbent
|--- |  | ---------




ITEM 5  OTHER INFORMATION  None.




ITEM 6  EXHIBITS AND REPORTS ON FORM 8-K.

(a)  There following exhibits are included herein:

|     |  |   |  |                                                                                                                                                                                                                                
|---- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |  | - |  | Amended and Restated Certificate of Incorporation of Toreador Resources Corporation.                                                                                                                                           
|     |  |   |  |                                                                                                                                                                                                                                
|3.2  |  | - |  | Second Amended and Restated Bylaws of Toreador Resources Corporation                                                                                                                                                           
|     |  |   |  |                                                                                                                                                                                                                                
|10.1 |  | - |  | Amendment Number One to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.                                                                                                                        
|     |  |   |  |                                                                                                                                                                                                                                
|10.2 |  | - |  | Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan.                                                                                                                              
|     |  |   |  |                                                                                                                                                                                                                                
|10.3 |  | - |  | Second Amendment to Loan Agreement dated May 9, 2002 between Toreador Resources Corporation, Toreador Exploration
& Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association.
|     |  |   |  |                                                                                                                                                                                                                                
|10.4 |  | - |  | Amendment Number Two to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.                                                                                                                        
|     |  |   |  |                                                                                                                                                                                                                                
|10.5 |  | - |  | Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan.                                                                                                                                             

(b)  Reports on Form 8-K:

|    
|----
|None

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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                       
|                |  |                                                                  
|                |  |                                                                  
|August 14, 2002 |  | /s/ G. Thomas Graves III                                         
|                |  |                                                                  
|                |  | G. Thomas Graves III
President and Chief Executive Officer       
|                |  |                                                                  
|                |  |                                                                  
|August 14, 2002 |  | /s/ Douglas W. Weir                                              
|                |  |                                                                  
|                |  | Douglas W. Weir
Senior Vice President and Chief Financial Officer

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EXHIBITS INDEX

|               |  |             |  |                                                                                                                                                                                                                                
|-------------- |  | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description
|               |  |            
|3.1            |  | -           |  | Amended and Restated Certificate of Incorporation of Toreador Resources Corporation.                                                                                                                                           
|               |  |             |  |                                                                                                                                                                                                                                
|3.2            |  | -           |  | Second Amended and Restated Bylaws of Toreador Resources Corporation                                                                                                                                                           
|               |  |             |  |                                                                                                                                                                                                                                
|10.1           |  | -           |  | Amendment Number One to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.                                                                                                                        
|               |  |             |  |                                                                                                                                                                                                                                
|10.2           |  | -           |  | Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan.                                                                                                                              
|               |  |             |  |                                                                                                                                                                                                                                
|10.3           |  | -           |  | Second Amendment to Loan Agreement dated May 9, 2002 between Toreador Resources Corporation, Toreador Exploration
& Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association.
|               |  |             |  |                                                                                                                                                                                                                                
|10.4           |  | -           |  | Amendment Number Two to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.                                                                                                                        
|               |  |             |  |                                                                                                                                                                                                                                
|10.5           |  | -           |  | Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan.                                                                                                                                             

22