This space intentionally left blank.




















<PAGE>


                                  UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K

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

(Mark  One)
(X)   ANNUAL  REPORT  PURSUANT TO SECTION 12 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT  OF  1934
      For  the  year  ended  December  31,  1999

(  )    TRANSITION  REPORT  PURSUANT  TO  SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE  ACT
         OF  1934  (NO  FEE  REQUIRED)
         For  the  transition  period

                        Commission  File  Number: 0-6541

                               DISCOVERY OIL, LTD.

               (Exact name of registrant as specified in its charter)

               DELAWARE                                       83-0207909
(State of Incorporation or Organization)             (IRS  Employer  ID  Number)

                   6127 RAMIREZ CANYON ROAD, MALIBU, CA  90265
                    (Address of Principal Executive Offices)

                                 (310) 457-1967
                         (Registrant's Telephone Number)

Securities  Registered  Under  Section  12  (b)  of  the  Act:
         COMMON STOCK, $.01 PAR VALUE, PREFERRED STOCK, $1.00 PAR VALUE
                                (Title of Class)

Securities  Registered  Under  Section  12  (g)  of  the  Act:
                                      NONE
                                (Title of Class)

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

     Indicate  by  check  mark if disclosure of delinquent filers in response to
Item  405  of Regulation S-K is not contained herein, and will not be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy or information
statements  incorporated  by reference in Part III or any amendment to this Form
10-K.  (X)

     The  registrant's  Common Stock held by non-affiliates of the registrant is
currently  not trading.  The aggregate market value August 17, 2000 was nil.  As
of August 17, 2000, there were 9,313,352 shares of the registrant's common stock
outstanding.  There  were  no  shares  of  the  registrant's  preferred  stock
outstanding.

<PAGE> 1



                                TABLE OF CONTENTS

                                        PAGE

                                       PART I

Item  1.   Business                                                           3

Item  2.   Properties                                                         3

Item  3.   Legal  Proceedings                                                 3

Item  4.   Submission of Matters to a Vote of Security Members                3

                                     PART II

Item  5.   Market  for  Registrant's  Common  Equity  and  Related
             Stockholder  Matters                                             4

Item  6.   Selected  Financial  Data                                        4-5

Item  7.   Management's  Discussion  and  Analysis  of  Financial
              Condition  and  Results  of  Operations                         5

Item  8.   Financial  Statements                                           6-15

Item  9.   Changes  in  and  Disagreements  with  Accountants                16

                                    PART III

Item  10.  Directors and Executive Officers of the Registrant                16

Item  11.  Executive  Compensation                                           16

Item  12.  Security Ownership of Certain Beneficial Owners and Management    16

Item  13.  Certain  Relationships  and  Related  Transactions                17

                                     PART IV

Item  14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K  17

Signature  Page                                                              17

Exhibit 27 Financial Data Schedule                                           18














<PAGE> 2
                               DISCOVERY OIL, LTD.
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                     PART I


Item  1  -  BUSINESS

Discovery  Oil,  LTD. (hereinafter "the Company") originally organized under the
laws of the State of Wyoming in 1964, it became a Delaware corporation through a
merger  with  a wholly owned subsidiary in 1981.  Prior to 1992, the Company was
involved as a general partner in several limited partnerships for the purpose of
drilling oil and gas wells in Ohio, Wyoming, Colorado, Kansas, and Texas.  Since
1992, the Company has had minimal income from the production of oil from several
small  wells near the city of Signal Hill, California.  As of December 31, 1997,
the  Company  was  basically  inactive,  The  Company occupies a small office of
approximately  600  square  feet.


Item  2  -  PROPERTIES

     None


Item  3  -  LEGAL  PROCEEDINGS

  None


Item  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

There  were  no  shareholders'  meetings  during  1999.





























<PAGE> 3
                               DISCOVERY OIL, LTD.
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1999

                                     PART II

Item  5  -  MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED
            STOCKHOLDER  MATTERS

(a)  The  market  price of the Company's common stock during each quarter of the
years  1999  and  1998  was  nil;  the  Company's  common stock was not trading.


(b)     Approximate  Number  of  Equity  Security  Holders.
        ---------------------------------------------------

Title  Class  (1)                    Number  of Record Holders December 31, 1999
-----------------------              -------------------------------------------
Common stock, par value                       Approximately  5,859  (1)
$.01  per  share

(1)     Included  in  the  number  of  shareholders of record are shares held in
"nominee" or  "street"  name.

(c)  No  dividends  were  paid  by  the  Company  in  1999  or  1998.

Item  6  -  SELECTED  FINANCIAL  DATA

The  following  data  should be read in conjunction with the Company's financial
statements  and  the  notes  thereto:

Selected  Income  Statement  Data:

<TABLE>

                               Year Ended December 31,
                     ----------------------------------------------------------------
                          1995          1996         1997
                      (Unaudited)   (Unaudited)  (Unaudited)    1998          1999
                     -----------   -----------  -----------  -----------  -----------
<S>                  <C>           <C>          <C>          <C>          <C>
Net Revenues         $    3,024    $    18,651   $  18,065   $    2,298   $    1,369
Net income (loss)       (26,858)        (7,466)     (5,930)     (18,755)     (17,005)
Per share                 (.003)         (.001)       (.001)      (.002)       (.002)
Cash dividends
   per share                 -0-            -0-          -0-         -0-          -0-

</TABLE>














<PAGE> 4
                               DISCOVERY OIL, LTD.
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1999

Item  6  -  SELECTED  FINANCIAL  DATA  (CONTINUED)

The  following  data  should be read in conjunction with the Company's financial
statements  and  the  notes  thereto:

<TABLE>
                               Year Ended December 31,
                     ----------------------------------------------------------------
                          1995          1996         1997
                      (Unaudited)   (Unaudited)  (Unaudited)    1998          1999
                     -----------   -----------  -----------  -----------  -----------
<S>                  <C>           <C>          <C>          <C>          <C>

Current Assets       $       42    $    2,957   $    1,133   $       10   $      897
Current Liabilities     376,751       387,131      391,238      408,870      426,762
                     -----------   -----------  -----------  -----------  -----------
Working Capital        (376,709)     (384,174)    (390,105)    (408,860)    (425,865)
Total Assets                 42         2,957        1,133           10          897
Long-term debt               -0-           -0-          -0-          -0-          -0-
Stockholders'
   Equity (Deficit)    (376,709)     (384,175)    (390,105)    (408,860)    (425,865)

</TABLE>


Item  7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
     AND  RESULTS  OF  OPERATIONS

The  Company  incurred  a  net loss of $17,005 in 1999 compared to a net loss of
$18,755  for 1998.  The majority of the loss for 1999 was attributed to interest
expense  accrued  on  a  related party note and general administrative expenses.

The  Company's  liabilities  for  1999  increased  by  $17,892 due to additional
shareholder advances and accrued interest on related party notes.  The Company's
only  asset  is  a cash balance of $897.  Cash activity for the year was minimal
and  consisted  primarily  of  advances from a shareholder, minimal revenues and
payment  of  general  administrative  expenses.


Item  8  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

The  company's  financial  statements  appear  following  Part II of the report.
















<PAGE> 5





                               DISCOVERY OIL, LTD.

                              FINANCIAL STATEMENTS

                           December 31, 1999 and 1998






                            Williams & Webster, P.S.
                          Certified Public Accountants
                        Bank of America Financial Center
                          W. 601 Riverside, Suite 1940
                               Spokane, WA  99201
                                 (509) 838-5111







                               DISCOVERY OIL, LTD.
                           DECEMBER 31, 1999 AND 1998

                                TABLE OF CONTENTS





     INDEPENDENT  AUDITOR'S  REPORT                              1

     FINANCIAL  STATEMENTS

     Balance  Sheets                                             2

     Statements  of  Operations                                  3

     Statement  of  Stockholders'  Equity                        4

     Statements  of  Cash  Flows                                 5

     NOTES  TO  THE  FINANCIAL  STATEMENTS                       6











<PAGE> 6






Board  of  Directors
Discovery  Oil,  Ltd.
Malibu,  CA  90265

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------

We  have  audited  the  accompanying balance sheets of Discovery Oil, Ltd. as of
December  31,  1999  and  1998  and   the  related  statements   of  operations,
stockholders'  equity  and  cash flows for the years then ended. These financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is  to express an opinion on these financial statements based on
our  audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management,  as  well  as  evaluating  the overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position  of Discovery Oil, Ltd. as of
December  31, 1999 and 1998 and the results of its operations and its cash flows
for  the  years  then  ended  in  conformity  with generally accepted accounting
principles.

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.  As  discussed  in Note 2 to the
financial  statements,  the  Company  has  losses from operations, has generated
little  revenue  in  the  past  years,  and  has substantial liabilities.  These
conditions  raise substantial doubt about the Company's ability to continue as a
going  concern.  Management's  plans  regarding this issue are also discussed in
Note  2,  and  include  additional capitalization of the Company.  The financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


Williams  &  Webster,  P.S.
Certified  Public  Accountants
Spokane,  Washington
June  30,  2000











<PAGE> 7
                                  Discovery Oil, Ltd.
                                    Balance Sheets

<TABLE>
                                           December 31,           December 31,
                                              1999                   1998
                                           ------------          ------------
<S>                                        <C>                   <C>
ASSETS

     CURRENT  ASSETS
       Cash                                $       897           $        10
                                           ------------          ------------
     Total Current Assets                          897                    10
                                           ------------          ------------
TOTAL ASSETS                               $       897           $        10
                                           ============          ============


LIABILITIES  AND  STOCKHOLDERS'  EQUITY  (DEFICIT)

     CURRENT  LIABILITIES
       Related party payable               $   177,355           $   179,460
       Interest payable to related party       249,407               229,410
                                           ------------          ------------

     Total Current Liabilities                426,762                408,870
                                           ------------          ------------


     COMMITMENTS AND CONTINGENCIES                 -                      -
                                           ------------          ------------

     STOCKHOLDERS'  EQUITY  (DEFICIT)
       Preferred stock, $1.00 par value;
         5,000,000  shares  authorized,
         no shares outstanding                     -                      -
       Common stock, $0.01  par  value;
         25,000,000  shares  authorized,
         9,313,352 shares issued
         and outstanding                        93,134                 93,134
       Discount on common stock                 (4,634)                (4,634)
       Accumulated deficit                    (514,365)              (497,360)
                                           ------------          ------------

       Total Stockholders' Equity (Deficit)  (425,865)               (408,860)
                                           ------------          ------------

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT)             $       897           $        10
                                           ============          ============

</TABLE>







The accompanying notes are an integral part of these financial statements.

<PAGE> 8
                                  Discovery Oil, Ltd.
                                Statement of Operations

<TABLE>
                                           Year Ended             Year Ended
                                           December 31,           December 31,
                                              1999                   1998
                                           ------------          ------------
<S>                                        <C>                   <C>
REVENUES                                   $     1,369           $     2,298
                                           ------------          ------------

GENERAL AND ADMINISTRATIVE EXPENSES
     Bank charges                                  120                   120
     Fees                                        2,500                   -
     Office and administration                     460                   721
                                           ------------          ------------

     Total Expenses                              3,080                   841
                                           ------------          ------------

OTHER  INCOME  (EXPENSE)
     Interest expense                           (19,997)             (20,212)
     Gain on sale of property                     4,703                  -
                                           ------------          ------------
     Total Other Income (Expense)               (15,294)             (20,212)
                                           ------------          ------------

LOSS BEFORE TAXES                               (17,005)             (18,755)

INCOME TAXES                                        -                    -
                                           ------------          ------------

NET LOSS                                   $   (17,005)          $   (18,755)
                                           ============          ============

BASIC AND DILUTED LOSS PER COMMON SHARE    $      nil            $      nil
                                           ============          ============

WEIGHTED AVERAGE NUMBER OF BASIC AND
  DILUTED  COMMON  SHARES OUTSTANDING       9,313,352              9,313,352
                                           ============          ============
</TABLE>

















The accompanying notes are an integral part of these financial statements.

<PAGE> 9
                                  Discovery Oil, Ltd.
                         Statement of Stockholders' Equity

<TABLE>

                             Common Stock
                          ----------------------  Discount    Accum-
                          Number of               on Common   ulated
                          Shares      Amount      Stock       Deficit     Total
                          ----------  ----------  ----------  ----------  ----------
<S>                       <C>         <C>         <C>         <C>         <C>
Balance,
December 31, 1997          9,313,352  $  93,134   $  (4,634)  $(478,605)  $(390,105)

Net loss for the year
 ending December 31, 1998        -          -           -       (18,755)    (18,755)
                          ----------  ----------  ----------  ----------  ----------
Balance,
December 31, 1998          9,313,352     93,134      (4,634)   (497,360)   (408,860)

Net loss for the year
 ending December 31, 1999        -          -           -       (17,005)    (17,005)
                          ----------  ----------  ----------  ----------  ----------

Balance,
December 31, 1999          9,313,352  $  93,134   $  (4,634)  $(514,365)  $(425,865)
                          ==========  ==========  ==========  ==========  ==========
</TABLE>
































The accompanying notes are an integral part of these financial statements.

<PAGE> 10
                                  Discovery Oil, Ltd.
                                Statement of Cash Flows
<TABLE>
                                           Year Ended             Year Ended
                                           December 31,           December 31,
                                              1999                   1998
                                           ------------          ------------
<S>                                        <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                              $   (17,005)          $   (18,755)
     Adjustments to reconcile net loss
       to net cash used by operating
       activities:
         Increase in interest payable           19,997                20,213
                                           ------------          ------------

Net cash provided by operating activities        2,992                 1,458
                                           ------------          ------------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net decrease in related
       party payable                            (2,105)               (2,581)
                                           ------------          ------------

Net cash used by financing activities           (2,105)               (2,581)
                                           ------------          ------------


Net increase (decrease) in cash                    887                (1,123)

Cash, beginning of period                           10                 1,133
                                           ------------          ------------

Cash, end of period                        $       897           $        10
                                           ============          ============

Supplemental  cash  flow  disclosures:
   Income taxes paid                       $       -             $       -
                                           ============          ============

   Interest paid                           $       -             $       -
                                           ============          ============
</TABLE>














The accompanying notes are an integral part of these financial statements.

<PAGE> 11
                             DISCOVERY OIL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE  1  -  ORGANIZATION  AND  DESCRIPTION  OF  BUSINESS

Discovery  Oil, Ltd.  (hereinafter "the Company") originally organized under the
laws of the State of Wyoming in 1964, it became a Delaware corporation through a
merger  with  a wholly owned subsidiary in 1981.  Prior to 1992, the Company was
involved as a general partner in several limited partnerships for the purpose of
drilling oil and gas wells in Ohio, Wyoming, Colorado, Kansas, and Texas.  Since
1992, the Company has had minimal income from the production of oil from several
small  wells near the city of Signal Hill, California.  As of December 31, 1997,
the  Company  was basically inactive. The Company maintains an office in Malibu,
California.  The  Company's  fiscal  year  end  is  December  31.

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

This  summary  of  significant  accounting  policies  of  Discovery Oil, Ltd. is
presented  to  assist  in understanding the Company's financial statements.  The
financial  statements  and notes are representations of the Company's management
which  is  responsible  for  their  integrity and objectivity.  These accounting
policies  conform  to  generally  accepted  accounting  principles and have been
consistently  applied  in  the  preparation  of  the  financial  statements.

Accounting  Method
------------------

The  Company's  financial  statements  are  prepared using the accrual method of
accounting.

Use  of  Estimates
------------------

The  process  of  preparing  financial  statements  in conformity with generally
accepted  accounting  principles  requires  the use of estimates and assumptions
regarding  certain  types  of  assets,  liabilities,  revenues,   and  expenses.
Accordingly,  upon settlement, actual results may differ from estimated amounts.

Going  Concern
--------------

The  accompanying  financial  statements  have  been  prepared assuming that the
Company  will  continue  as  a  going  concern.

As  shown  in  the  accompanying  financial statements, the Company incurred net
losses  of  $17,005  and $18,755 for the years ended December 31, 1999 and 1998,
respectively,  and had minimal revenues.  The future of the Company is dependent
upon its ability to obtain financing and upon future successful explorations for
and  profitable  operations  from  the  development  of  oil and gas properties.
Management  has  plans to seek additional capital through a private placement of
its  common  stock.  The  financial  statements  do  not include any adjustments
relating  to  the  recoverability  and classification of recorded assets, or the
amounts  and  classification of liabilities that might be necessary in the event
the  Company  cannot  continue  in  existence.







<PAGE> 12
                             DISCOVERY OIL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Cash  and  Cash  Equivalents
----------------------------

For  purposes  of  its  statement  of  cash  flows,  the  Company  considers all
short-term  debt securities purchased with a maturity of three months or less to
be  cash  equivalents.

Inventories
-----------

At  the  point the Company obtains inventories, they will be valued at the lower
of  cost or market.  The cost of inventories of crude oil and petroleum products
will  be  determined  on  the  last-in,  first-out  (LIFO)  method.

Impaired  Asset  Policy
-----------------------

In  March  1995,  the  Financial  Accounting  Standards Board issued a statement
titled  "Accounting  for  Impairment  of  Long-lived  Assets."  When the Company
acquires  assets,  in  complying with this standard, the Company will review its
long-lived  assets  quarterly  to   determine  if  any  events  or   changes  in
circumstances  have  transpired  which  indicate  that the carrying value of its
assets  may  not  be  recoverable.  The  Company  will  determine  impairment by
comparing  the  undiscounted  future cash flows estimated to be generated by its
assets  to  their  respective  carrying  amounts.

Revenues
--------

The  Company  recognizes  royalty  income  when  it  is  received.

When  the Company does produce revenue, sales will be recognized at the point of
passage  of  title  specified  in  the  contract.

Provision  for  Taxes
---------------------

At  December  31,  1999,  the  Company  had  cumulative  net operating losses of
approximately $510,000.  No provision for taxes or tax benefit has been reported
in  the  financial  statements,  as there is not a measurable means of assessing
future  profits  or  losses.

Exploration  Costs
------------------

In  accordance  with  generally accepted accounting principles, the Company will
expense  exploration  costs  as  incurred.









<PAGE> 13
                             DISCOVERY OIL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998

NOTE  2  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Loss  Per  Share
----------------

Loss  per  share  was  computed by dividing the net loss by the weighted average
number  of shares outstanding during the period.  The weighted average number of
shares  was  calculated by taking the number of shares outstanding and weighting
them  by  the amount of time that they were outstanding.  Basic and diluted loss
per  share  is  the same, as there were no common stock equivalents outstanding.

Environmental  Expenditures
---------------------------

The  Company  will  accrue  for environmental remediation liabilities when it is
probable  that  such liability exists, based on past events or known conditions,
and  the  amount  of  such loss can be reasonably estimated.  If the Company can
only  estimate  a  range  of  probable  liabilities,  the  minimum, undiscounted
expenditure  necessary  to  satisfy  the Company's future obligation is accrued.

Derivative  Instruments
-----------------------

In  June  1998,  the  Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS")  No.  133, "Accounting for Derivative
Instruments  and  Hedging Activities."  This standard establishes accounting and
reporting  standards  for  derivative  instruments, including certain derivative
instruments  embedded  in  other  contracts,  and  for  hedging  activities.  It
requires  that  an  entity  to  recognize  all  derivatives  as either assets or
liabilities  in  the  balance sheet and measure those instruments at fair value.

At December 31, 1999, the Company has not engaged in any transactions that would
be  considered  derivative  instruments  or  hedging  activities.

NOTE  3  -  COMMON  STOCK

There was no change in the number of shares issued and outstanding for the years
ended  December  31,  1998  and  1999.

NOTE  4  -  RELATED  PARTY  NOTE  PAYABLE

In  August of 1987, the Board of Directors entered into an agreement whereby all
advances,  accommodations  and expenses advanced on behalf of the Company by Mr.
Andrew  Ippolito,  a shareholder, would be repaid at the rate per annum equal to
the  prime rate plus two percent.  Expenses advanced on behalf of the Company by
Mr.  Ippolito  as  of  December  31,  1999 and 1998 equal $177,355 and $179,460,
respectively,  and  are  as  follows:











<PAGE> 14
                             DISCOVERY OIL, LTD.
                        NOTES TO THE FINANCIAL STATEMENTS
                           DECEMBER 31, 1999 AND 1998


NOTE  4  -  RELATED  PARTY  NOTE  PAYABLE  (CONTINUED)


                                            Rate           1999         1998
                                            ------     ----------     ----------
                   1987 Advances            10.21%     $   21,122     $   23,227
                   1988 Advances            11.32%        146,233        146,233
                   1989 Advances            12.87%         10,000         10,000
                                                       ----------     ----------
                                     Total             $  177,355     $  179,460

The  interest payable as of December 31, 1999 and 1998 on these transactions was
$249,407  and  $229,410  respectively.

NOTE  5  -  YEAR  2000  ISSUES

Like  other  companies,  Discovery  Oil, Ltd. could be adversely affected if the
computer  systems of the Company, its suppliers or customers use do not properly
process  and  calculate  date-related  information  and  data  from  the  period
surrounding  and including January 1, 2000.  This is commonly known as the "Year
2000"  issue.  Additionally,  this  issue  could impact non-computer systems and
devices  such  as production equipment and elevators, etc.  Any costs associated
with  Year 2000 compliance are expensed when incurred.  At this time, there have
been  no  known  adverse  conditions  caused  by  the  year  2000  issue.

































<PAGE> 15
                               DISCOVERY OIL, LTD.
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1999

Item  9  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

In  March  2000,  the  Company  retained the certified public accounting firm of
Williams  and  Webster,  P.S. of Spokane, Washington as independent auditors for
the  1999  and  1998  financial  statements.  There were no independent auditors
prior  to  Williams  and  Webster,  P.S.  since  Coopers  &  Lybrand  in  1985

                                    PART III

Item  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Name of Executive
Officers and
Directors and                       Principal Occupation, Five-Year Business
Positions Held                 Age  History and Directorships
-----------------------------  ---  --------------------------------------------

Andrew V. Ippolito             62   Currently and for the past 25 years, Mr.
                                    Ippolito functioned as a business executive,
                                    diplomat, Honorary Consul General of Liberia
                                    and General Secretary of the Los Angeles
                                    Consular Corps, representing more than 86
                                    countries and providing access to
                                    international finance and trade markets.
                                    Current  President,  Secretary  and Chairman
                                    of the Board of Discovery Oil, LTD and
                                    co-founder  of  Sunshine  Management
                                    International,  serving as management and
                                    financial consultant to several foreign
                                    nations and corporations.

The  bylaws  of  the  Company  provided  that the Directors serve until the next
annual  meeting  of  shareholders or until their respective successors have been
duly  elected and qualified.  The bylaws also provide that the officers serve at
the  discretion  of  the  Board  of  Directors.

Item  11  -  EXECUTIVE  COMPENSATION

None


Item  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND
MANAGEMENT

     Andrew  V.  Ippolito,  owns  1,978,275  or 21.3% of the outstanding shares.













<PAGE> 16
                               DISCOVERY OIL, LTD.
                             FORM 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED DECEMBER 31, 1999


Item  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     A  shareholder of the Company, Andrew V. Ippolito, has advanced cash to the
Company  totaling  $177,355  as  of  December  31,  1999.



                                     PART IV

Item  14  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES,  AND  REPORTS  ON
FORM  8-K

(a)  Financial  Statements  -  See index to Financial Statements at page 6 of
this  report.

(b)  Exhibits  -  Exhibit 27, Financial Data Schedule is filed as a part  of
this report.






                                   SIGNATURES



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


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



/s/Andrew  V.  Ippolito                   Date:  August 18, 2000
----------------------------------------  --------------------------
President  and  Director





Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following person on behalf of the registrant and in
the  capacities  and  as  of  the  date  indicated.

s/Andrew  V.  Ippolito                   Date:  August 18, 2000
----------------------------------------  --------------------------
President  and  Director