UNITED STATES
                        SECURITY AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                           FORM 10-K-A (AMENDMENT #1)

        FOR ANNUAL AND TRANSITION REPORTS 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,  2000

( )   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                                     83-020790
(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    X  NO

     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 April 4, 2001 was nil.  As of
April  4,  2001  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>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000


                                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

Item  5.   Bankruptcy                                                          3

                                     PART II

Item  6.   Market  for  Registrant's  Common  Equity  and  Related
             Stockholder  Matters                                              4

Item  7.   Selected  Financial  Data                                         4-5

Item  8.   Management's  Discussion  and  Analysis  of  Financial
              Condition  and  Results  of  Operations                          5

Item  9.   Financial  Statements                                            7-19

Item  10.   Changes  in  and  Disagreements  with  Accountants                 6

                                    PART III

Item  11.  Directors  and  Executive  Officers  of  the  Registrant           20

Item  12.  Executive  Compensation                                            20

Item  13.  Security Ownership of Certain Beneficial Owners and Management     20

Item  14.  Certain  Relationships  and  Related  Transactions                 21

                                     PART IV

Item  15.  Exhibits, Financial Statement Schedules, and  Reports on Form 8-K  21

Signature  Page
Exhibit  Index












<PAGE>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000

                                     PART I

Item  1  -  BUSINESS

Discovery  Oil,  LTD. (hereinafter "the Company") was 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 occasional income from a 12.5%
working  interest  in  several  small  oil  wells  near the city of Signal Hill,
California.

Item  2  -  PROPERTIES

The  Company  does  not  own  any real estate but has an undivided 12.5% working
interest  in several small oil wells.  The Company also maintains a small office
in  Malibu,  California.

Item  3  -  LEGAL  PROCEEDINGS

  None.

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

There  were  no  shareholders'  meetings  during  2000.

Item  5  -  BANKRUPTCY

On  August  5,  1986,  the  Company  filed  a Petition in Bankruptcy pursuant to
Chapter  11  of  the  Bankruptcy  Code  as  then in force.  Chapter 11 refers to
reorganization  proceedings  under  the protection and supervision of the United
States  Bankruptcy  Court.  On March 23, 1988, the Company proposed its plan for
reorganization  in Bankruptcy.  The Company's plan was confirmed on May 5, 1988.
By  August  of  1988, all distributions required by the Plan had been made.  The
Plan was primarily based upon the acquisition of Crystal River Refining Company,
and  the  contemplated  operation  of  its  business;  however the operations of
Crystal  River proved unsatisfactory, a lawsuit was brought by Discovery Oil for
breach  of  the  acquisition  agreement  and  a judgment was entered in favor of
Discovery  Oil;  but the judgment proved uncollectable by reason of the judgment
debtor's  filing  of  a  discharge Bankruptcy pursuant to Chapter 7 of the Code.
The  Chapter  7  estate was without assets.  On July 15, 1996, the Court entered
its  ORDER  AND FINAL DECREE which order confirmed the execution of the plan and
concluded  all  proceedings  and  jurisdiction  of  the  Bankruptcy.














<PAGE>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000

                                     PART II

Item  6  -  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 2000 and 1999 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, 2000
-----------------------               -------------------------------------------
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  2000  or  1999.

Item  7  -  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:

                               Year Ended December 31,
                     1996        1997
                 (Unaudited)  (Unaudited)      1998         1999       2000
                 -----------  -----------  -----------  ----------  -----------
Net Revenues       $ 18,651    $ 18,065    $   2,298    $   1,369     $ 23,710
Net income (loss)   (7,466)      (5,930)     (18,755)     (17,005)     (15,496)
Per share            (.001)       (.001)       (.002)       (.002)       (.001)
Cash dividends
   per share            -0-          -0-          -0-          -0-          -0-

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

Selected  Balance  Sheet  Data:

                               Year Ended December 31,
                     1996        1997
                 (Unaudited)  (Unaudited)      1998         1999       2000
                 -----------  -----------  -----------  ----------  -----------
Current Assets   $    2,957   $    1,133   $       10   $     897   $        0
Current
 Liabilities        387,131      391,238      408,870     426,762      441,361
Working Capital   (384,174)     (390,105)    (408,860)   (425,865)    (441,361)
Total Assets         2,957         1,133           10         897           -0-
Long-term debt          -0-           -0-          -0-         -0-          -0-
Stockholders'
 Equity (Deficit) (384,174)     (390,105)    (408,860)   (425,865)    (441,361)



<PAGE>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000

Item  8  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
     AND  RESULTS  OF  OPERATIONS

Revenues  increased  substantially  during  2000  compared to 1999.  The primary
reason  for  the  increase  (from $1,369 to $23,710) in revenues was the rise in
market  prices  for  oil  in  2000.  Since  the  Company  has a working interest
participation (12.5%) in the wells, and is therefore not the operator, all costs
of  operating the oil wells are deducted before Discovery Oil, LTD. receives its
net  check.  Thus,  during 1999, since the market price of oil was down compared
to  that  of  2000, the Company received very little revenue ($1,369) because of
the  fixed  operating  costs.  Professional  and  administrative  fees increased
significantly  during  2000 because the Company reactivated its reporting status
with the Securities and Exchange Commission.  Income from operations in 2000 was
$4,001  compared  to  a  loss  from  operations  in  1999  of  $(1,711).

The  Company's working interest in the oil properties has been depleted to zero.
As  of  December  21,  2000  the  Company  had  no  other  assets.

As  of  December  31,  2000,  liabilities  consist  of  $172,457 payable to Andy
Ippolito,  the president of the Company, along with the related accrued interest
of  $268,904.

The Company estimates that as of December 31, 2000 it had about $47,175 worth of
oil  reserves on a discounted future cash flow basis, using a conservative price
per  barrel  of  $15.

Item  9  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA

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


Item  10  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS

None.
























<PAGE>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000





                               DISCOVERY OIL, LTD.

                              FINANCIAL STATEMENTS

                                December 31, 2000







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




                               DISCOVERY OIL, LTD.
                                DECEMBER 31, 2000

                                TABLE OF CONTENTS





     INDEPENDENT  AUDITOR'S  REPORT                              1

     FINANCIAL  STATEMENTS

          Balance  Sheets                                        2

          Statements  of  Operations                             3

          Statement  of  Stockholders'  Deficit                  4

          Statements  of  Cash  Flows                            5

     NOTES  TO  THE  FINANCIAL  STATEMENTS                       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,  2000   and  1999  and  the   related  statements  of  operations,
stockholders' deficit  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  audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  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  audit  provides  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, 2000 and 1999 and the results of its operations and its cash flows
for  the  years  then  ended  in conformity with accounting principles generally
accepted  in  the  United  States  of  America.

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 negative net
worth,  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.

/s/ Williams & Webster, P.S.

Williams  &  Webster,  P.S.
Certified  Public  Accountants
Spokane,  Washington
March  5,  2001















<PAGE>

                               DISCOVERY OIL, LTD.
                                 BALANCE SHEETS




                                                December 31,      December 31,
                                                    2000             1999
                                               --------------   --------------
ASSETS

CURRENT  ASSETS
  Cash                                         $         -      $         897
                                               --------------   --------------
     Total  Current  Assets                              -                897
                                               --------------   --------------

OIL  AND  GAS  PROPERTIES                                -                -

TOTAL  ASSETS                                  $         -      $         897
                                               ==============   ==============


LIABILITIES  AND  STOCKHOLDERS'  EQUITY  DEFICIT

CURRENT  LIABILITIES
  Related party payable                        $     172,457    $     177,355
  Interest payable to related party                  268,904          249,407
                                               --------------   --------------
     Total  Current  Liabilities                     441,361          426,762
                                               --------------   --------------

COMMITMENTS AND CONTINGENCIES                            -                -

STOCKHOLDERS'  DEFICIT
  Preferred stock, $1.00 par value;
    5,000,000 shares authorized,
    no shares issued or 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                               (529,861)        (514,365)
                                               --------------   --------------
     Total  Stockholders'  Deficit                  (441,361)        (425,865)
                                               --------------   --------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT    $         -     $          897
                                               ==============   ==============








The accompanying notes are an integral part of these financial statements.
                                       -3-


<PAGE>
                               DISCOVERY OIL, LTD
                            STATEMENTS OF OPERATIONS

                                             Year Ended           Year Ended
                                          December 31, 2000   December 31, 1999
                                          -----------------   -----------------

REVENUES                                  $         23,710    $          1,369
                                          -----------------   -----------------

GENERAL AND ADMINISTRATIVE EXPENSES
     Bank  charges                                     158                 120
     Fees                                            1,579               2,500
     Travel                                            500                 -
     Tax  and  license                               3,330                 -
     Legal  and  accounting                          7,684                 -
     Office  and  administration                     6,458                 460
                                          -----------------   -----------------
        Total  Expenses                             19,709               3,080
                                          -----------------   -----------------

OPERATING  INCOME  (LOSS)                            4,001              (1,711)

OTHER  INCOME  (EXPENSE)
     Interest  expense                             (19,497)            (19,997)
     Gain  on  sale  of  property                      -                 4,703
                                          -----------------   -----------------
          Total  Other  Income  (Expense)          (19,497)            (15,294)
                                          -----------------   -----------------

LOSS  BEFORE  TAXES                                (15,496)            (17,005)

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

NET  LOSS                                 $        (15,496)   $        (17,005)
                                          =================   =================

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

WEIGHTED  AVERAGE  NUMBER  OF
     BASIC  AND  DILUTED  COMMON
     SHARES  OUTSTANDING                         9,313,352           9,313,352
                                          =================   =================













   The accompanying notes are an integral part of these financial statements.
                                       -4-

<PAGE>
                               DISCOVERY OIL, LTD
                       STATEMENT OF STOCKHOLDERS' DEFICIT

<TABLE>

                             Common Stock
                          ----------------------  Discount    Accum-
                          Number of               on Common   ulated
                          Shares      Amount      Stock       Deficit     Total
                          ----------  ----------  ----------  ----------  ----------
<S>                       <C>         <C>         <C>         <C>         <C>
Balance, Dec. 31, 1998     9,313,352  $  93,134   $  (4,634)  $(497,360)  $(408,860)

Net loss for the year
  ending Dec. 31, 1999           -          -           -       (17,005)    (17,005)
                          ----------  ----------  ----------  ----------  ----------
Balance, Dec. 31, 1999     9,313,352     93,134      (4,634)   (514,365)   (425,865)

Net loss for the year
 ending Dec. 31, 2000            -          -           -       (15,496)    (15,496)
                          ----------  ----------  ----------  ----------  ----------

Balance, Dec. 31, 2000     9,313,352  $  93,134   $  (4,634)  $(529,861)  $(441,361)
                          ==========  ==========  ==========  ==========  ==========
</TABLE>

































The accompanying notes are an integral part of these financial statements

                                          -5-

<PAGE>
                               DISCOVERY OIL, LTD
                             STATEMENT OF CASH FLOWS

                                             Year Ended           Year Ended
                                          December 31, 2000   December 31, 1999
                                          -----------------   -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                             $        (15,496)   $        (17,005)
     Adjustments to reconcile net loss
     to net cash provided  by operating
     activities:
       Increase  in  interest  payable              19,497              19,997
                                          -----------------   -----------------
Net cash provided by operating activities            4,001               2,992
                                          -----------------   -----------------

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

CASH  FLOWS  FROM  FINANCING  ACTIVITIES:
     Net decrease in related party payable          (4,898)             (2,105)
                                          -----------------   -----------------
Net cash used by financing activities               (4,898)             (2,105)
                                          -----------------   -----------------
Net  increase  (decrease)  in  cash                   (897)                887

Cash,  beginning  of  period                           897                  10
                                          -----------------   -----------------

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

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

   Interest paid                           $           -      $            -
                                           ================   =================

[/TABLE]


















The accompanying notes are an integral part of these financial statements

                                          -6-

<PAGE>
                               DISCOVERY OIL, LTD
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

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, 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 occasional income from a 12.5% working interest in
several  small  oil wells near the city of Signal Hill, California.  The Company
does  not  operate  these  wells.  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 a net
loss  of  $15,496  for  the year ended December 31, 2000, and has a negative net
worth.  The  future  of  the  Company  is  dependent  upon its ability to obtain
financing  and  upon future successful exploration 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>
                               DISCOVERY OIL, LTD
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

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,  2000,  the  Company  had  cumulative  net operating losses of
approximately $500,000.  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>
                               DISCOVERY OIL, LTD
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

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 would be
accrued.  The  Company  has  no  known  environmental remediation liabilities at
December  31,  2000.

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, 2000, 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 year
ended  December  31,  2000  and  1999.


NOTE  4  -  RELATED  PARTY  TRANSACTIONS

In  August  of  1987, the Company's 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, 2000 equal $172,457 and are as
follows:








<PAGE>
                               DISCOVERY OIL, LTD
                        NOTES TO THE FINANCIAL STATEMENTS
                                DECEMBER 31, 2000

NOTE  4  -  RELATED  PARTY  NOTE  PAYABLE  (CONTINUED)

                                 Rate            2000            1999
                             -----------      -----------     -----------

           1987 Advances          10.21%      $   16,224      $   21,122
           1988 Advances          11.32%         146,233         146,233
           1989 Advances          12.87%          10,000          10,000
                             -----------      -----------     -----------
           Total                              $  172,457      $  177,355
                                               ==========     ===========

The  interest payable as of December 31, 2000 and 1999 on these transactions was
$268,904  and  $249,407,  respectively.

NOTE  5  -  COMMITMENTS  AND  CONTINGENCIES

Environmental  Issues
---------------------

The  Company  is  engaged  in  oil and gas exploration and may become subject to
certain  liabilities  as  they  relate to environmental cleanup of well sites or
other environmental restoration procedures as they relate to the drilling of oil
and  gas  wells  and  the  operation  thereof.  In  the Company's acquisition of
existing  or previously drilled well bores, the Company may not be aware of what
environmental  safeguards  were  taken  at  the  time such wells were drilled or
during  such  time  the  wells  were  operated.































<PAGE>
                               DISCOVERY OIL, LTD.
                       UNAUDITED SUPPLEMENTAL INFORMATION
                                December 31, 2000

Reserve  Quantity  Information
------------------------------

Following  is  a  summary of reserve quantity information for 2000 (oil reserves
are  stated  in  barrels):

United States - Proved developed and undeveloped oil reserves:

                            Beginning of year   unknown
                            End of year          31,338

Standardized  Measure  of  Discounted  Future  Net  Cash  Flows
---------------------------------------------------------------

Following is a summary of the standardized measure of discounted future net cash
flows  and  related  changes  relating  to  proved  oil  reserves  for  2000:

                                                                 United States
                                                                 --------------
Future cash inflows*                                             $     470,072
Future production and development costs*                              (369,563)
Future  income  tax  expenses*                                         (23,504)
10% annual discount for estimated timing of cash flows                 (29,830)
                                                                ---------------
Standardized measure of discounted future net cash flows        $       47,175
                                                                ===============

*Future  net  cash flows were computed using year-end prices ($15.00 per barrel)
and costs, and year-end statutory tax rates (adjusted for permanent differences)
that  relate  to  existing  proved oil reserves in which the Company has mineral
interests.



























<PAGE>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000

                                   PART III


Item  11  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

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

Andrew V. Ippolito, President and Chairman of the Board of Directors          63
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.

M. Jeanett Ippolito, Secretary and a Director                                 61

Mrs. Ippolito has  been  a  real  estate  broker  for  over  20  years.

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  12  -  EXECUTIVE  COMPENSATION

None


Item  13  -  SECURITY OWNERSHIP OF  CERTAIN  BENEFICIAL  OWNERS  AND MANAGEMENT

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


Item  14  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     A  shareholder of the Company, Andrew V. Ippolito, has advanced cash to the
Company  totaling  $172,457  as  of  December  31,  2000.

















<PAGE>
                               DISCOVERY OIL, LTD
                             FORM 10-K ANNUAL REPORT
                                DECEMBER 31, 2000


                                     PART IV

Item  15  -  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

99.1  Notice  of Order Confirming Plan and Discharge May 13, 1988

99.2  Order  of  Final  Decree  (Bankruptcy)  July  15, 1996

99.3  Original  Signature etc.  Declaration  of  Andrew  Ippolito, etc.



                                  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          June  21,  2001
------------------------------   ---------------
Andrew  V.  Ippolito                   Date
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            June  21,  2001
-------------------------------   ----------------
Andrew  V.  Ippolito                    Date
President  and  Director