<PAGE>    1
                                FORM 10-KSB

                  U.S. SECURITIES AND EXCHANGE COMMISSION
(Mark One)                  Washington, D.C.  20549

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) of the SECURITIES          
    EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended December 31, 1996

                                    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE                 
    SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from __________________to __________________

Commission file number:     0-3912

                          PETROL INDUSTRIES, INC.
          (Exact Name of Registrant as Specified in its Charter)

          NEVADA                                  75-1282449
(State or Other Jurisdiction of         (IRS Employer Identification No.)
 Incorporation of Organization)

202 N. THOMAS, SUITE 4, SHREVEPORT, LOUISIANA                71107-6539
  (Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code:   (318) 424-6396

        Securities registered pursuant to Section 12(b) of the Act:

 TITLE OF EACH CLASS            NAME OF EACH EXCHANGE ON WHICH REGISTERED
                        None

        Securities registered pursuant to Section 12(g) of the Act:

                  Common Stock, par value $.10 per share

Check mark whether the issuer: (1) has filed all reports required to be 
filed by Section 13 or 15(d) of the Exchange Act during the past 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: [  ]

Check if there is no disclosure of delinquent filers in response to Item 
405 of Regulation S-B 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 of this Form 10-KSB or any 
amendment to this Form 10-KSB.    [ X ]

State the issuer's revenues for its most recent fiscal year:  $956,541

The aggregate market value of the voting stock held by non-affiliates of 
the registrant, computed by reference to the average of the closing bid and 
asked price of the stock as of March 21, 1997 was $549,435.

   ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

Check whether the issuer has filed all documents and reports required to be 
filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of 
securities under a plan confirmed by a court.  Yes [ ] No [ ]

                 APPLICABLE ONLY TO CORPORATE REGISTRANTS

The number of shares of common stock, $.10 par value, outstanding as of 
March 21, 1997 was 1,597,196.

Transitional Small Business Disclosure Format:   Yes: [  ]   No: [ X ]

                   DOCUMENTS INCORPORATED BY REFERENCE:
                                   None
                            Page 1 of 34 Pages
                          Index appears at Page 9























































<PAGE>        2


                                    PART I


ITEM 1.   BUSINESS.

GENERAL DESCRIPTION.

     Petrol Industries, Inc. ("Petrol" or the "Company") was organized under 
the laws of the State of Nevada in 1968 as a wholly-owned subsidiary of 
Sovereign Industries, Inc.  In 1970, Sovereign Industries, Inc. distributed a 
substantial portion of Petrol's common stock to its stockholders.  Since the 
dates of their respective organizations, Petrol and its wholly-owned 
subsidiaries have been engaged in a single industry segment - drilling for and 
producing oil and gas on leased property located in the Caddo Pine Island 
Field, and the Shreveport Field, both in Caddo Parish, Louisiana.  Petrol and 
its wholly-owned subsidiaries currently employ 19 persons in the aggregate.

     As of December 31, 1996, Petrol's leases contained 8 completed gas wells, 
18 completed wells producing oil and gas, and 332 completed oil wells, 
principally in the Annona Chalk zone.  Petrol estimates that, on the average, 
its wells have been producing for a period in excess of 25 years.  An 
aggregate of 290 wells producing oil or oil and gas are currently being 
operated.  The Company expects that if received oil prices justify the 
expenditure, approximately 30 of its wells will be placed back in operation 
during the course of 1997, as a result of its on-going rework program 
discussed below, although even so, it is expected that approximately 20-25 
wells will temporarily not be operating at any given time as maintenance is 
required.  Management is carefully examining whether to suspend production on 
certain wells to conserve available capital and assets.  During the course of 
1996, the Company disposed of one of its leases which had become unprofitable 
to operate.

     Virtually all of the Company's oil production comes from property 
characterized as stripper well property, meaning that the wells located 
thereon produced an average of 10 barrels or less per day.  In 1996, Petrol's 
interests in oil wells and gas wells taken together with oil wells owned by 
the limited partnerships organized in connection with its 1979, 1983 and 1984 
drilling programs had a gross production of 44,969 barrels of oil and 3,441 
MCF of gas, and production, net to Petrol, of 35,891 barrels of oil and 3,441 
MCF of gas.

     The prices obtained by Petrol for its oil are in direct proportion to its 
gravity (a.p.i.); the higher the gravity, the higher the price.  Approximately 
51% of Petrol's oil production constitutes high gravity, light crude, having a 
gravity of 40 a.p.i. or above; the balance of Petrol's production ranges from 
18 to 39 a.p.i.  During the calendar year 1996, the average price received by 
Petrol for its oil (including wells owned by the various partnerships) was 
$20.34 per barrel of oil and $1.73 per MCF of gas.

REWORK AND MAINTENANCE PROGRAMS.

     Petrol maintains for itself and the limited partnerships it formed (see 
below) an ongoing rework and maintenance program with respect to all its 
wells.  During 1996 and 1995, approximately $151,054 and $130,328 were  
expended on such maintenance.

     In 1979, 1983 and 1984 Petrol formed Louisiana partnerships in commendam 
(limited partnerships) for the development of oil and gas wells on its 
properties.  In connection with such programs, Petrol contributed drilling 
sites and hardware, was responsible for drilling and completing the wells on a



<PAGE>        3


"turnkey" basis, and presently operates the completed wells.  Actual drilling 
was done by one of several locally available subcontractors.  The Company also 
handles the administrative and bookkeeping arrangements for the partnerships.  
Petrol was paid fees for drilling the partnerships' wells, receives additional 
fees for operating the wells and is entitled to a share of the partnerships' 
net income.

     The Company receives 75% of net revenues from the 26 wells drilled for 
the 1983 limited partnership and from the 17 wells drilled for the 1984 
limited partnership.

     There was no drilling activity in 1995 or 1996.

MARKET FOR PETROL'S OIL AND GAS PRODUCTION.

     The Company's oil and gas production is sold to major oil companies and 
other purchasers which gather oil production by tankwagon in areas where 
pipelines are not available.  Two companies, EOTT Energy Operating Limited 
Partnership, formerly EOTT Energy ("EOTT") and Citgo Pipeline Company together 
accounted for 91.7% of the Company's 1996 oil sales.  More than a dozen other 
customers account for the balance of the Company's sales.  Petrol is not a 
party to any long-term supply contracts for oil and gas.

     In recent years, Petrol's production has been sold at the local open 
market price, which is reflective of world-wide supply of and demand for crude 
oil and local demand for natural gas.  Management believes that the continuing 
desire of domestic refiners and marketers of oil and gas to secure access to 
domestic production will continue to create a strong market for Petrol's 
products.  Petrol anticipates, however, that the price which its products will 
command will continue to closely match world oil prices, which in turn reflect 
world economic and political conditions.

GOVERNMENTAL REGULATION.

     Petrol, in the operation of its existing oil and gas wells and in the 
drilling of new wells, is subject to a number of federal, state and other laws 
and regulations concerning requirements relating to permits to drill wells, 
the spacing of wells, the prevention of waste of oil and gas, and the manner 
of drilling and completing wells.  Management believes that Petrol is in 
compliance with all federal, state and local statutes and regulations 
regulating the discharge of materials into the environment or otherwise 
relating to the protection of the environment.  Although compliance with such 
statutes and regulations has a material effect on the Company's capital 
expenditures and earnings, such compliance does not adversely affect its 
competitive position in its industry, as all other producers in its market are 
subject to the same statutes and regulations.  Should such regulations be 
strengthened, however, the Company would likely not have the capital or liquid 
asset reserves to ensure compliance, given the cash flow generated from oil 
sales at current oil prices.














<PAGE>        4


ITEM 2.   PROPERTIES.

     a.  LOCATION AND CHARACTER OF THE COMPANY'S PROPERTIES:  Petrol, in 
connection with its oil and gas production, currently leases approximately 110 
parcels of property, located in the Caddo Pine Island Field and the Shreveport 
Field, both located in Caddo Parish, Louisiana.  Most of its wells are shallow 
oil wells, completed in the Annona Chalk Zone, at depths ranging from 1,400 
feet to 1,600 feet.  In general, the leases held by Petrol provide that they 
shall remain in force so long as producing wells are being operated thereon or
so long as Petrol is actively engaged in rework thereon.  If Petrol does not 
produce any oil from a particular lease and is not engaged in any rework on 
such lease for a period of three consecutive months, such lease may at the 
option of the lessor, be deemed abandoned.  Because of the Company's shortage 
of capital and liquid assets, Management is examining the possibility of 
suspending production on many of its leases.  If such a strategy is 
implemented, Management will seek to minimize the adverse effect which 
suspension of production could have on the Company's lease holdings.

     b.  RESERVES:  See Supplemental Information regarding Oil and Gas 
Producing Activities at Pages 21 to 24 and Schedules 3 and 4 at Pages 25 to 
26, for estimates of net quantities of proved oil and gas reserves, and for 
standardized measure of discounted future net cash flow relating thereto.

     c.  RESERVES REPORTED TO OTHER AGENCIES:  The Company did not file any 
estimates of oil and gas reserves with any federal authority or agency during 
1996.

     d.  PRODUCTION:  For the years ended December 31, 1995 and 1996, the 
average sales price (including transfers) per unit of oil produced was $16.59 
and $20.34, respectively, and the average production cost (lifting cost) per 
unit of production for oil was $12.71 and $15.36, respectively.

     e.  PRODUCTIVE WELLS AND ACREAGE:  As of December 31, 1996, the Company 
held the following productive wells and developed acres:

                                         OIL          GAS        OIL & GAS
                                         ---          ---        ---------
     (i)    Gross Productive Wells       332            8           18
     (ii)   Net Productive Wells         321            1.2         10.5
     (iii)  Gross Developed Acres      4,348        1,310          958
     (iv)   Net Developed Acres        2,484.8         66          179.5

     f.  UNDEVELOPED ACREAGE:  As of December 31, 1996, the Company held the 
following undeveloped acreage:

          (i)    Gross Acres                   121
          (ii)   Net Acres                      54

     g.  DRILLING ACTIVITY:  No drilling activity occurred in 1996 or 1995.

     h.  PRESENT ACTIVITIES:  See Item 1.

     i.  DELIVERY COMMITMENTS:  The Company is not, and for more than three 
years, had not been required to provide any fixed or determinable quantity of 
oil or gas under any contracts or agreements.








<PAGE>        5


ITEM 3.   LEGAL PROCEEDINGS.

          None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

          Not applicable.
























































<PAGE>        6

                                   PART II

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER      
          MATTERS.

     Until June 8, 1992, trading in the Company's common stock was reported in 
the National Association of Securities Dealers' Automated Quotation system.  
Since June 9, 1992, the Company's common stock has been traded 
over-the-counter.  Following are the high and low bids of its common stock as 
of January 1, 1995, on a quarterly basis.  Prices are reported by the National 
Quotation Bureau, Inc. which may reflect inter-dealer prices, without retail 
mark-up, mark-down or commission and may not necessarily represent actual 
transactions.

                                             HIGH BID              LOW BID
                                             --------              -------
            1995
            ----
     1st Quarter                               1/4                  1/4
     2nd Quarter                               1/4                  9/50
     3rd Quarter                               1/4                  9/50
     4th Quarter                               1/4                  4/25

            1996
            ----
     1st Quarter                              3/16                  5/32
     2nd Quarter                              7/16                  3/16
     3rd Quarter                              3/8                   1/8
     4th Quarter                              9/16                  1/8

            1997
            ----
     1st Quarter thru March 14                5/16                  5/32


     On March 18, 1997, there were 3,804 holders of record of its common 
stock.

     No dividends were declared or paid during 1995 or 1996 and the Company 
has no present intention to pay cash dividends in the foreseeable future.

     During the course of 1996, Joseph M. Rodano, President and Treasurer of 
Petrol, as well as a member of its Board of Directors, purchased a total of 
27,500 shares Common Stock, $.10 par value per share, of Petrol Industries, 
Inc.  During the course of 1995, Mr. Rodano purchased a total of 65,100 
shares.  Each purchase was, in each case, in an open market transaction.  All 
of the shares purchased by Mr. Rodano were purchased with his personal funds.
















<PAGE>    7


ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.


1996 COMPARED TO 1995

     (a)  RESULTS OF OPERATIONS:  Production declined 10.5% from 1995.  The 
decline in production offset the increase in received oil prices, resulting in 
a net loss of $133,243, or $.08 per share, on revenues of $956,541.  The 
Company's operating loss of $138,457 declined from last year's operating loss 
of $171,218.

     The average price of an equivalent barrel of oil received in 1996 was 
$20.34, up from $16.59 received on average in 1995.  A restoration of 
operating profitability will depend almost completely on an increase in 
production.  Oil prices are, of course, the result of world events outside the 
Company's control.

     (b)  FINANCIAL CONDITION AND LIQUIDITY:  Due to the Company's recurring 
losses from operations, significant operating and administrative expenses, 
current liabilities in excess of current assets, and a stockholders' deficit 
of $214,929, the Company will lack sufficient capital reserves and liquid or 
liquidatable assets to permit a full year of operations.

     Management is examining available financing alternatives to enable it to 
remain in operation.  These alternatives range from seeking outside equity 
capital to permit continued or expanded operations, with the hope of lowering 
average direct lifting costs, to shutting down all but minimal operations 
utilizing only a skeleton staff, putting the Company in a suspended state for 
as long as assets permit.  Management is also examining the possibility of 
realizing value for the Company's remaining assets, including, if necessary, 
dissolution.

     (c)  ENVIRONMENTAL:  The Company's operations are subject to numerous 
laws and regulations designed to protect the environment and/or impose 
remedial obligations.  The Company operates certain oil fields for which known 
or potential obligations for environmental remediation exist.

     Although the Company is not aware of any environmental matters that might 
have a material effect on the Company's financial condition at December 31, 
1996, there is the possibility that expenditures could be required, or revised 
regulatory requirements could necessitate expenditures at certain sites.  Such 
expenditures could have a material impact on the results of operations in a 
future period.


1995 COMPARED TO 1994

     (a)  RESULTS OF OPERATIONS:  Production declined 11.3% from 1994.  
Cost-control measures succeeded in lowering both lifting costs and general and 
administrative expenses; however, the decline in production offset the 
increase in received oil prices and lower operating costs, resulting in a net 
loss of $171,620, or $.11 per share, on revenues of $849,750.  The Company's 
operating loss of $171,218 declined from last year's operating loss of 
$194,333.

     The average price of an equivalent barrel of oil received in 1995 was 
$16.59,  up from $15.33 received on average in 1994.





<PAGE>        8


     (b)  FINANCIAL CONDITION AND LIQUIDITY:  The Company continued to consume 
liquid assets to fund operations, with cash and equivalents declining 42.0% 
from December 31, 1994, to December 31, 1995.  Total assets declined by 23.0% 
and, due to the net loss of $171,620, there is a stockholders' deficit of 
$81,682.



DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS.

     This Annual Report on Form 10-KSB includes "forward-looking statements" 
within the meaning of Section 27A of the Securities Act of 1933, as amended 
(the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, 
as amended (the "Exchange Act").  All statements other than statements of 
historical facts included in this Annual Report on Form 10-KSB regarding 
reserve estimates, planned capital expenditures, future oil and gas production 
and prices, future drilling activity, the Company's financial position, 
business strategy and other plans and objectives for future operations, are 
forward-looking statements.  Although the Company believes that the 
expectations reflected in such forward- looking statements are reasonable, it 
can give no assurance that such expectations will prove to be correct.  There 
are numerous uncertainties inherent in estimating quantities of proved oil and 
natural gas reserves and in projecting future rates of production and timing 
of development expenditures, including many factors beyond the control of the 
Company.  Reserve engineering is a subjective process of estimating 
underground accumulations of oil and natural gas that cannot be measured in an 
exact way, and the accuracy of any reserve estimate is a function of the 
quality of available data and of engineering and geological interpretation and 
judgment.  As a result, estimates made by different engineers often vary from 
one another.  In addition, results of drilling, testing and production 
subsequent to the date of an estimate may justify revisions of such estimate 
and such revisions, if significant, would change the schedule of any further 
production and development drilling.  Accordingly, reserve estimates are 
generally different from the quantities of oil and natural gas that are 
ultimately recovered.  Additional important factors that could cause actual 
results to differ materially from the Company's expectations include changes 
in oil and gas prices, changes in regulatory or environmental policies, 
production difficulties, transportation difficulties and future drilling 
results.  All subsequent written and oral forward-looking statements 
attributable to the Company or persons acting on its behalf are expressly 
qualified in their entirety by such factors.






















<PAGE>        9


ITEM 7.   INDEX TO FINANCIAL STATEMENTS.
                                                                   PAGE
                                                                   ----

          Independent Auditors' Report of KPMG Peat Marwick LLP     10

          Consolidated Balance Sheet - December 31, 1996            11

          Consolidated Statements of Operations-Years ended
            December 31, 1996 and 1995                              12

          Consolidated Statements of Changes in Stockholders'
            Deficit - Years ended December 31, 1996 and 1995        13

          Consolidated Statements of Cash Flows - Years ended
            December 31, 1996 and 1995                              14

          Notes to Consolidated Financial Statements                15













































<PAGE>       10


                         INDEPENDENT AUDITORS' REPORT



The Board of Directors and Stockholders
Petrol Industries, Inc.


We have audited the consolidated financial statements of Petrol Industries, 
Inc. and Subsidiaries as listed in the accompanying index.  These consolidated 
financial statements are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these consolidated 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 audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatements.  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 consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of Petrol 
Industries, Inc. and Subsidiaries at December 31, 1996 and 1995, and the 
results of their operations and their cash flows for each of the years in the 
two-year period ended December 31, 1996, in conformity with generally accepted 
accounting principles.

The accompanying financial statements have been prepared assuming that Petrol 
Industries, Inc. and Subsidiaries will continue as a going concern.  As 
discussed in Note 2 to the financial statements, the Company has suffered 
recurring losses from operations and has a net capital deficiency that raises 
substantial doubt about the entity's ability to continue as a going concern.  
Management's plans in regard to these matters are also described in Note 2.  
The financial statements do not include any adjustments that might result from 
the outcome of this uncertainty.



KPMG PEAT MARWICK LLP

Shreveport, Louisiana
February 14, 1997

















<PAGE>       11
<TABLE>
                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES
                               Consolidated Balance Sheet
                                    December 31, 1996
                ASSETS
                ------
<S>                                                       <C>
Current assets:
  Cash and cash equivalents                              $  218,355
  Accounts receivable:
    Trade                                                    83,287
    Other                                                     9,497
                                                          ---------
                                                             92,784

  Inventory                                                  47,647
  Prepaid expenses                                            5,325
                                                          ---------
          Total current assets                              364,111
                                                          ---------
Property and equipment, at cost:
  Land                                                        7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method                  4,262,884
  Trucks and other operating equipment                      336,098
  Furniture and fixtures                                     37,902
                                                          ---------
                                                          4,643,884
  Less accumulated depreciation, depletion and
        amortization                                      4,587,912
                                                          ---------
                                                             55,972
                                                          ---------
Cash surrender value of life insurance, net                  50,476
Other assets                                                  1,107
                                                          ---------
                                                         $  471,666
                                                          =========
     LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                       $   51,064
  Payable to interest owners                                278,556
  Payable to officer, net                                   241,255
  Accrued expenses                                          115,720
                                                          ---------
          Total current liabilities                         686,595
                                                          ---------
Stockholders' deficit:
  Preferred stock-no par value. Authorized 1,000,000
    shares; no shares issued or outstanding                     ---
  Common stock-$.10 par value. Authorized 10,000,000
    shares; issued and outstanding 1,597,223 and
    1,597,241 shares in 1996 and 1995                       159,720
  Accumulated deficit                                      (374,649)
                                                          ---------
          Total stockholders' deficit                      (214,929)

Contingencies                                                   ___
                                                          ---------
                                                         $  471,666
                                                          =========
See accompanying notes to consolidated financial statements.
</TABLE>


<PAGE>       12
<TABLE>
                         PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                          Consolidated Statements of Operations

                          Years ended December 31, 1996 and 1995


                                                  1996             1995
                                                  ----             ----
<S>                                            <C>              <C>
Revenues:
  Oil and gas sales                           $  938,911          834,968
  Other operating income                          17,630           14,782
                                               ---------        ---------
                                                 956,541          849,750
                                               ---------        ---------
Expenses:
  Lease operating expense                        726,554          661,729
  General and administrative                     359,375          347,593
  Depreciation, depletion and
    amortization                                   9,069           11,646
                                               ---------        ---------
                                               1,094,998        1,020,968
                                               ---------        ---------
          Operating loss                        (138,457)        (171,218)

Other income and (expense):
  Gain on sale of assets                          19,473            4,212
  Interest and dividend income                    10,709           12,526
  Interest expense                               (24,968)         (17,140)
                                               ---------        ---------
                                                   5,214             (402)
                                               ---------        ---------
          Loss before provision
           for income taxes                     (133,243)        (171,620)

Income Tax                                           ---              ---
                                               ---------        ---------
          Net loss                            $ (133,243)        (171,620)
                                               =========        =========

Net loss per share                            $     (.08)            (.11)
                                               =========        =========




See accompanying notes to consolidated financial statements.


</TABLE>













<PAGE>       13
<TABLE>
                         PETROL INDUSTRIES, INC. AND SUBSIDIARIES

               Consolidated Statements of Changes in Stockholders' Deficit

                          Years ended December 31, 1996 and 1995


                                                  1996              1995
                                                  ----              ----
<S>                                            <C>               <C>
Preferred stock                               $      ---               ---

Common stock:
  Balance at beginning of year                   159,724           159,724
  Retirement of stock (18 shares in 1996)             (4)              ---
                                               ---------         ---------
  Balance at end of year                         159,720           159,724
                                               ---------         ---------

Accumulated deficit:
  Balance at beginning of year                  (241,406)          (69,786)
  Net loss                                      (133,243)         (171,620)
                                               ---------         ---------
  Balance at end of year                        (374,649)         (241,406)
                                               ---------         ---------
     Total stockholders' deficit              $ (214,929)          (81,682)
                                               =========         =========




See accompanying notes to consolidated financial statements.


</TABLE>





























<PAGE>       14
<TABLE>

                         PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                          Consolidated Statements of Cash Flows

                          Years ended December 31, 1996 and 1995


                                                 1996            1995
                                                 ----            ----
<S>                                           <C>             <C>
Operating activities:
  Net loss                                   $ (133,243)       (171,620)
  Adjustments to reconcile net loss to
   cash used by operating activities:
     Depreciation, depletion and                  9,069          11,646
      amortization
     Gain on sale of assets                     (19,473)         (4,212)
     Losses on retirements of property
      and equipment included in lease                                               
      operating expenses                         20,767          17,643
     Increase in cash surrender value
      of life insurance                         (11,100)        (11,100)
     Increase in accounts receivable             (1,796)           (924)
     Increase in inventory                      (17,657)         (7,438)
     Decrease in prepaid expenses                 9,883             431
     Increase in accounts payable and
      accrued expenses                           42,210             447
     Increase in payable to officer, net        130,547          22,926
     Increase in payable to interest owners      34,478          29,097
                                               --------        --------
       Net cash provided (used) by
         operating activities                    63,685        (113,104)
                                               --------        --------
Investing activities:
  Capital expenditures                          (35,338)        (22,229)
  Proceeds from sale of property and
   equipment                                     20,000          12,550
                                               --------        --------
       Net cash used by investing
         activities                             (15,338)         (9,679)
                                               --------        --------
Financing activities:
  Purchase and retirement of common stock            (4)            ---
                                               --------        --------
       Net cash used by financing activities         (4)            ---
                                               --------        --------
Increase (decrease) in cash and cash
  equivalents                                    48,343        (122,783)
Cash and cash equivalents at beginning
  of year                                       170,012         292,795
                                               --------        --------
Cash and cash equivalents at end of year      $ 218,355         170,012
                                               ========        ========

See accompanying notes to consolidated financial statements.

</TABLE>






<PAGE>       15

                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements

                          December 31, 1996 and 1995


(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     PRINCIPLES OF CONSOLIDATION -- The consolidated financial statements 
include the accounts of Petrol Industries, Inc. and its Subsidiaries (the 
"Company"), all of which are wholly owned.  All significant intercompany 
transactions have been eliminated.

     CASH AND CASH EQUIVALENTS -- For purposes of reporting cash flows, cash 
and cash equivalents include cash on hand, demand deposits with banks or 
other financial institutions, and short-term, highly liquid investments 
with original maturities of three months or less.

     INVENTORY -- Inventory consists of crude oil accumulated in the Company's 
own storage tanks and is valued at the posted market price at the end of 
the year.

     PROPERTY AND EQUIPMENT -- The Company's oil and gas producing activities 
are accounted for using the successful efforts method of accounting in 
accordance with Statement of Financial Accounting Standards No. 19.  The 
costs incurred to acquire property (proved and unproved) and all 
development costs and exploratory costs which find proved oil and gas 
reserves are capitalized.  The costs of exploratory wells drilled are 
capitalized until determination is made as to whether such wells have 
found proved oil and gas reserves.  Upon final determination, such costs 
are charged to operations if no reserves are found or are capitalized as 
producing oil and gas properties.  Total cost capitalized for oil and gas 
producing activities that exceed the estimated discounted future net cash 
flows related to oil and gas reserve quantities are charged to expense on 
a quarterly basis.

     During 1996, the Company adopted Statement of Financial Accounting 
Standards (SFAS) No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED 
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF.  Management, after a 
review of relevant facts and circumstances, makes a determination whether 
an indication of impairment exists with respect to any asset or group of 
assets of the Company.  If impairment indicators are present, management 
assesses whether fair value or, if fair value is not determinable, the 
present value of the expected future cash flows from the operation of 
assets, including any proceeds from their eventual disposition, are at 
least equal to their carrying value.  Should future cash flows be less 
than the assets' carrying value, an impairment loss is recognized through 
a charge to operations and a reduction of the carrying value of the 
assets.  The impairment loss is based upon a determination of fair value 
or, if fair value is not determinable, the present value of the expected 
future cash flows from the operation of assets.

     DEPRECIATION, DEPLETION AND AMORTIZATION -- Depreciation, depletion and 
amortization of producing oil and gas properties are provided under the 
unit-of-production method, comparing production to estimated proved 
developed oil and gas reserves.
                                                                 (Continued)






<PAGE>       16

                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


     Other property and equipment are depreciated on a straight-line basis 
over their estimated useful lives.

     INCOME TAXES -- The Company follows the provisions of Statement of 
Financial Accounting Standards No. 109 (SFAS 109), ACCOUNTING FOR INCOME 
TAXES, which requires the asset and liability method of accounting for 
income taxes.  Under this method, deferred tax assets and liabilities are 
determined based on differences between the financial statement carrying 
amounts and the tax bases of existing assets and liabilities and are 
measured using the enacted tax rates that are assumed will still be in 
effect when the differences are expected to reverse.  The effect on 
deferred taxes of a change in a tax rate is recognized in the statement 
of income for the period covering the enactment date.

     USE OF ESTIMATES -- Management of the Company has made a number of 
estimates and assumptions relating to the reporting of assets and 
liabilities to prepare these financial statements in conformity with 
generally accepted accounting principles.  Actual results could differ 
from those estimates.

     FINANCIAL INSTRUMENTS -- Statement of Financial Accounting Standards No. 
107, DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS, requires that 
the Company disclose estimated fair values for its financial instruments.  
Fair value estimates set forth below for the Company's financial 
instruments:

          Accounts receivable, accounts payable, payable to interest owners 
and accrued expense -- The carrying amounts approximate fair value 
because of the short maturity of these instruments.

     The fair value estimates are made at a specific point in time, based on 
relevant market information and information about the financial 
instruments.  These estimates are subjective in nature and involve 
uncertainties and matters of significant judgment and therefore cannot be 
determined with precision.  Changes in assumptions could significantly 
affect the estimates.

(2)  LIQUIDITY AND FINANCIAL CONDITION

     Due to the Company's recurring losses from operations, significant 
operating and administrative expenses, current liabilities in excess of 
current assets, and a stockholders' deficit of $214,929, the Company will 
lack sufficient capital reserves and liquid or liquidatable assets to 
permit a full year of operations.

     Management is examining available financing alternatives to enable it to 
remain in operation.  These alternatives range from seeking outside 
equity capital to permit continued or expanded operations, with the hope 
of lowering average direct lifting costs, to shutting down all but 
minimal operations utilizing only a skeleton staff, putting the Company 
in a suspended state for as long as assets permit.  Management

                                                                (Continued)






<PAGE>       17
                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements


     is also examining the possibility of realizing value for the Company's 
remaining assets, including, if necessary, dissolution.  The financial 
statements do not include any adjustments that might result from the 
outcome of this uncertainty.

(3)  CASH SURRENDER VALUE LIFE INSURANCE

     In 1993, the Company borrowed $78,666 against a life insurance policy.  
No payments have been paid on the principal as of December 31, 1996, 
however, interest payments of $6,293 and $6,014 were made in 1996 and 
1995.  The stated rate of interest is 8%.  There are no terms for 
repayment of the principal.  The outstanding loan amount has been netted 
against the cash surrender value of the policy which totaled $124,649 at 
December 31, 1996.

(4)  INCOME TAXES

     There was no income tax expense (benefit) reported for the years ended 
December 31, 1996 and 1995.

     The following table presents reconciliations of the expected tax expense 
(benefit) using the statutory federal tax rates of 34% in 1996 and 1995, 
and the Company's actual tax benefit:
          
                                           1996            1995
                                                     ----            ----
Tax (benefit) at the statutory
  federal rate                              $ (45,303)        (58,351)
Current year losses which provided
  no tax benefit                               38,825          47,577
Other, net                                      6,478          10,774
                                             --------        --------
                                            $     ___             ___
                                             ========        ========

     The tax effects of temporary differences that give rise to significant 
portions of the deferred tax assets and deferred tax liabilities at 
December 31, 1996 and 1995, are presented below.
          
                                                      1996          1995
                                                 ----          ----
Deferred tax assets:
  Net property and equipment, principally
    due to differences in depreciation       $   60,142        57,401
  Accounts payable and accrued expenses          48,851           ---
  Tax net operating loss carryforward           401,340       418,762
  Capital loss carryforward                         ---        97,223
  Statutory depletion carryforward              282,131       275,671
                                              ---------     ---------
      Total gross deferred tax assets           792,464       849,057
      Less valuation allowance                 (792,464)     (849,057)
                                              ---------     ---------
      Net deferred tax assets                $      ___           ___
                                              =========     =========

                                                           (Continued)




<PAGE>       18

                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements
     

     Due to the Company's history of net operating losses and the 
uncertainties that affect the ultimate realization of the above deferred 
tax amounts, the Company has recorded a 100% valuation allowance 
applicable to these deferred tax assets.  The Company will periodically 
review the realizability of these assets and adjust the related valuation 
allowance as needed.
     
     The valuation allowance for deferred tax assets of approximately $792,000 
at December 31, 1996, has decreased approximately $57,000 (the same as 
the decrease in certain deferred tax assets) from the amount determined 
at January 1, 1996.  Any subsequently recognized tax benefits relating to 
the valuation allowance would be reported as a reduction of income tax 
expense in the consolidated statement of operations.
     
     The Company has federal tax net operating loss carryforwards of 
approximately $1,180,000 which expire between 2003 and 2011, which could 
be used to offset future federal taxable income.  The Company has a 
statutory oil and gas depletion carryforward of approximately $829,000, 
which has no expiration date.
     
     There were no taxes paid in 1996 and 1995.
     
(5)  PAYABLE TO INTEREST OWNERS

     The Company has recorded as a payable totaling $278,556 to approximately 
100 individual owners of royalty, working interests, and/or overriding 
royalty interest as a result of proceeds it received in settling a 
dispute in a property, plus the undistributed net revenues since the 
settlement date in 1992.  The Company intends to distribute the funds 
when more accurate information is available regarding the amounts due to 
individual interest owners.

(6)  BUSINESS AND CREDIT CONCENTRATIONS
     
     The Company has been engaged in a single industry segment - drilling for 
and producing oil and gas on leased property located in the Caddo Pine 
Island Field and the Shreveport Field, both in Caddo Parish, Louisiana.
     
     The Company is primarily involved in the production of oil which is sold 
to approximately nineteen oil companies.  The Company had sales to two 
major customers in 1996 and 1995 as follows:
     
                                      1996             1995
                                      ----             ----
     Customer 1                    $ 242,000          223,000
     Customer 2                      619,000          549,000
                                     -------          -------
                                   $ 861,000          772,000
                                     =======          =======


                                                                (Continued)







<PAGE>       19

                        PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                       Notes to Consolidated Financial Statements

(7)  NET LOSS PER SHARE
     
     Net loss per share of common stock was computed on the weighted average 
number of shares outstanding of 1,597,223 and 1,597,241 for 1996 and 
1995, respectively.
     
(8)  AFFILIATED PARTNERSHIPS
     
     The Company serves as general partner in several limited partnerships 
engaged in exploration and production activities.  The Company is 
compensated for providing management and accounting services to the 
partnerships (see Note 9).  The Company also serves as operator on 
partnership wells and in connection therewith receives and disburses 
partnership funds.

     Indebtedness to partnerships for their portion of undistributed net 
revenue was approximately $16,650 at December 31, 1996, and is included 
in accounts payable.

(9)  OTHER OPERATING INCOME AND LEASE OPERATING EXPENSE

     Other operating income for the years ended December 31, 1996 and 1995, 
consists of the following:
     
                                               1996         1995
                                               ----         ----
Affiliated partnerships - operations
  and administration fee                    $ 12,406       12,667
Other                                          5,224        2,115
                                              ------       ------
                                            $ 17,630       14,782
                                              ======       ======

     Lease operating expense includes severance tax of $31,649 and $20,027,  
for the years ended December 31, 1996 and 1995, respectively.
     
(10) RELATED PARTY TRANSACTIONS
     
     Payable to officer, net, consists of the following:
     
     Accrued salary plus interest                   $ 356,327
     Note payable to Company plus interest            (40,570)
     Advances                                         (74,502)
                                                     --------
                                                    $ 241,255
                                                     ========

     Interest at a bank's prime rate is accruing on all accrued salary and 
unpaid interest thereon.  Interest cost included in expense during 1996 
and 1995 were $12,201 and $10,847, respectively.  The note payable 
represents a $35,000 note payable issued to the Company during 1995, 
repayable on demand; the loan bears interest at an annual rate of 
one-quarter of a percent in excess of prime rate of a bank.  Interest 
included in income was $3,246 and $2,324 during 1996 and 1995, 
respectively.  Advances are non-interest bearing.
                                                              (Continued)




<PAGE>       20

                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements


(11) CONTINGENCIES

     The Company is involved in various claims and legal actions arising in 
the ordinary course of business.  In the opinion of management, the 
ultimate disposition of these matters will not have a material adverse 
effect on the Company's consolidated financial position, results of 
operations or liquidity.
     











































                                   *  *  *  *  *







<PAGE>       21


                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES
     
                     Supplemental Oil and Gas Information
                                 (unaudited)


                       OIL AND GAS PRODUCING ACTIVITIES

Information shown in Schedules 1 through 4 are presented in accordance with 
Statement of Financial Accounting Standards No. 69, DISCLOSURES ABOUT OIL AND 
GAS PRODUCING ACTIVITIES.

CAPITALIZED COSTS RELATING TO OIL AND GAS PRODUCING ACTIVITIES-Schedule 1

This schedule presents the capitalized costs of proved oil and gas properties 
along with the applicable accumulated depreciation, depletion, and 
amortization.

COSTS INCURRED IN OIL AND GAS PROPERTY ACQUISITION, EXPLORATION, AND 
DEVELOPMENT ACTIVITIES-Schedule 2

This schedule presents costs incurred in oil and gas producing activities by 
type of expenditure.

ESTIMATED NET QUANTITIES OF PROVED OIL AND GAS RESERVES-Schedule 3

All of the Company's oil and gas reserves are located in one geographic area 
within the continental United States.  Reserves cannot be measured exactly 
since reserve estimates involve many subjective judgments and must be reviewed 
periodically and adjusted to reflect additional information gained from 
reservoir performance, new geological and geophysical data, and economic 
changes.

Proved reserves are those quantities of oil and gas that appear with 
reasonable certainty to be recoverable in the future from known reservoirs 
under existing economic and operating conditions at that time.  As additional 
information becomes available or conditions change, estimates must be revised.  
Significant declines in the price of crude oil or significant technological 
changes may render these reserves to be uneconomical to develop.  The last 
analysis of geological and engineering data performed by the Company to 
estimated proved reserves was performed in 1974.  As a result of the financial 
condition of the Company and the significant length of time that has expired 
since the last engineering analysis, proved undeveloped reserves have been 
omitted from Schedule 3.

Proved developed reserves are those quantities of proved oil and gas reserves 
that are recoverable through existing wells within existing equipment and 
operating methods.  The last analysis of geological and engineering data 
performed by the Company to estimated proved developed reserves was performed 
as of January 1, 1989.  Since 1989, changes in proved developed reserves have 
been made for the results of annual production volumes.

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS RELATING TO PROVED 
OIL AND GAS RESERVE QUANTITIES-Schedule 4

Estimated future net cash flows were determined by summing yearly future cash 
inflows computed by applying year-end prices (approximately $23.83 per barrel 
for oil at December 31, 1996) to estimated quantities of proved





<PAGE>       22

                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                     Supplemental Oil and Gas Information
                                 (unaudited)


developed reserves as of each year end.  Oil prices have declined in early 
1997 from year end levels.  The estimated future production costs were 
deducted based on the assumed continuation of the cost levels and economic 
conditions existing at the respective year end.  Income taxes are not included 
due to the Company not being in a tax paying position.  The future net cash 
flows were then discounted at 10%.

The Company cautions readers that the standardized measure information, which 
places a value on proved reserves, is not indicative of either fair market 
value or present value of future cash flows.  Other logical assumptions could 
have been used for this computation which would likely have resulted in 
significantly different amounts.  This information is disclosed in accordance 
with Statement No. 69 solely to provide readers with a common base for use in 
preparing their own estimates of future cash flows and for comparing reserves 
among companies.  Management of the Company does not rely on the computations 
in Schedule 4 when making investment and operating decisions.

Schedule 4 also presents a summary of the principal sources of change in the 
standardized measure of discounted future net cash flows for the years 1996 
and 1995.






































<PAGE>       23
<TABLE>
                                                                 Schedule 1
                                                                 ----------
                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                    Capital Costs Relating to Oil and Gas
                             Producing Activities

                              December 31, 1996
                                 (unaudited)


                                                              1996
                                                              ----
<S>                                                        <C>
Proved properties                                         $ 4,262,884
Other                                                         336,098
                                                            ---------
                                                            4,598,982
Accumulated depreciation, depletion
  and amortization                                          4,552,235
                                                            ---------

Net capitalized costs                                     $    46,747
                                                            =========




Note:  Included in capitalized Costs at December 31, 1996, is $746,941, 
representing contributions of capital costs made by the Company to 
affiliated limited partnerships pursuant to various partnership 
agreements.

</TABLE>






























<PAGE>       24
<TABLE>
                                                                  Schedule 2
                                                                  ----------
                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

             Costs Incurred in Oil and Gas Property Acquisition,
                   Exploration, and Development Activities

                    Years ended December 31, 1996 and 1995
                                 (unaudited)


                                                  1996             1995
                                                  ----             ----
<S>                                            <C>              <C>
Developmental costs                           $  24,686           18,935
                                                =======          =======

</TABLE>














































<PAGE>       25
<TABLE>
                                                                  Schedule 3
                                                                  ----------
                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                         Estimated Net Quantities of
                    Proved Developed Oil and Gas Reserves

                    Years ended December 31, 1996 and 1995
                                 (unaudited)


                                                 1996            1995
                                                 ----            ----
                                                Barrels         Barrels
                                                of Oil          of Oil
                                                -------         -------
<S>                                             <C>             <C>
Proved developed reserves:
  Beginning of year                              356,454         411,373
  Production                                     (44,969)        (50,854)
  Sales of minerals in place                     (18,192)         (4,065)
  Revisions, extensions and discoveries              ---             ---
                                                --------        --------

End of year                                      293,293         356,454
                                                ========        ========






Note-The proved developed reserves are all located within the United States.  
Proved developed reserves have been included since they are economically 
the most appropriate estimate of reserves to include in the schedule.  
1995 amounts were restated to conform to the 1996 presentation.


</TABLE>

























<PAGE>       26
<TABLE>
                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

              Standardized Measure of Discounted Future Net Cash
               Flows Relating to Proved Oil and Gas Quantities

                    Years ended December 31, 1996 and 1995
                                 (unaudited)

                                            1996              1995
                                            ----              ----
                                                (in thousands)
<S>                                       <C>               <C>
Future cash inflows                      $  6,975             6,428
Future production and development
  cost                                     (4,496)           (4,582)
Future income tax (expense)
  benefit                                     ---               ---
                                          -------           -------

Future net cash flows (deficit)             2,479             1,846
10% annual discount for estimated
  timing of cash flows (deficit)             (826)             (664)
                                           ------            ------

Standardized measure of discounted
  future net cash flows (deficit)        $  1,653             1,182
                                           ======            ======
</TABLE>
Principal sources of change in the standardized measure of discounted future 
net cash flows for the years shown:
<TABLE>
                                            1996              1995
                                            ----              ----
                                                (in thousands)
<S>                                        <C>               <C>
Net changes in prices and production
  cost, including excise taxes            $   738               386
Sales and transfers of oil and gas
  produced, net of production costs          (212)             (184)
Net change due to revisions,
  extensions, and discoveries                 ---               ---
Net change due to purchase (sales) of
  minerals-in-place                          (370)              (69)
Development cost incurred during the
  period                                       25                19
Accretion of discount                         118                87
Change in production rates (timing)
  and other                                   173                71
                                            -----             -----
                                          $   472               310
                                            =====             =====

Note-The proved and proved developed reserves are located within the United 
States.
</TABLE>









<PAGE>       27



ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE

          None.


























































<PAGE>       28


                                   PART III


ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     (a)  The Directors of Petrol are as follows:

                                Position with the Company
                                and Business Experience            Director
Name                  Age       During Past Five Years              Since
----                  ---       -------------------------          --------

Joseph M. Rodano       60       Chairman of the Board of             1972
                                Directors, President
                                and Chief Executive Officer 
of Petrol since 1972;  
Treasurer of Petrol since 
1980; Assistant Secretary 
since March, 1996.

Robert M. Bontempi     65       Director, Retired; Bond              1972
                                Salesman, Thomson McKinnon
Securities, 1983-1988.

Arlys C. Milan         42       Vice President of Petrol             1994
                                since 1990; Office Manager
for more than 4 years 
prior thereto; elected to 
Board of Directors in 
August, 1994; Secretary 
since March, 1996.

     All Directors serve until the next annual meeting of stockholders and 
until their successors are duly elected and qualify.

     (b)  The chief executive officers and four most highly compensated 
executive officers of the Company are as follows:

                                    Position with the Company and Business
Name                     Age        Experience During Past Five Years
----                     ---        --------------------------------------

Joseph M. Rodano         60         See "Directors" above.

Howard E. Chase          60         Secretary of Petrol since November, 1982; 
is still associated with the law firm of 
Morrison Cohen Singer & Weinstein, LLP; 
President and Chief Executive Officer of 
DeTomaso Industries, Inc. since September, 
1995.  Mr. Chase resigned his position as 
Secretary effective February 21, 1996.

Arlys C. Milan           42         See "Directors" above.

Jimmy S. Foster          53         Vice President of Petrol since April, 
1990; Field Supervisor for more than five 
years prior thereto.

     All Officers serve at the pleasure of the Board of Directors.





<PAGE>       29


     (c)  Significant Employees.

              None.

     (d)  Family Relationships.

              None.

     (e)  Business Experiences.

              See (a) and (b) above.

     (f)  Involvement in Legal Proceedings.

              Not applicable to any person listed in (a) or (b) above.

     The Company has no standing audit, nominating or compensation committees, 
or committees performing similar functions.  The Board of Directors met once 
in 1996.


ITEM 10.  EXECUTIVE COMPENSATION AND OTHER INFORMATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     The following table shows, for the two most recently ended fiscal years 
ended December 31, the cash compensation paid or accrued for those years to 
the Chief Executive Officer of the Company who is the only one among the four 
most highly compensated executive officers of the Company whose aggregate 
annual salary and bonus paid in compensation for services rendered in all the 
capacities in which he served exceeded $100,000 for the Company's last fiscal 
year:
<TABLE>
                                      SUMMARY COMPENSATION TABLE
 
                                                                         Long-Term Compensation
                                       Annual Compensation               Awards         Payouts
                               -----------------------------------  --------------------------------
Name and                                                            Restricted                         All Other
Principal                                           Other Annual      Stock     Options/    LTIP      Compensation
Position                 Year  Salary($)  Bonus($)  Compensation($)  Awards($)   SARs(#)  Payouts($)      ($)
---------                ----  ---------  --------  --------------- ----------  --------  ----------   -----------
<S>                      <C>    <C>          <C>         <C>            <C>         <C>      <C>            <C>  
Joseph M. Rodano,        1995   125,000      -           -              -           -        -              -
 President, Chief        1996   125,000      -           -              -           -        -              -
 Executive Officer,
 and Chairman of the
 Board
                                                                           
</TABLE>

STOCK OPTION GRANTS
 
     There were no grants of stock options/SARs made during the fiscal year 
ended December 31, 1996 and 1995 to Mr. Rodano.









<PAGE>       30
<TABLE>
                                OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
-----------------------------------------------------------------------------------------------------------------
                    Individual Grants
------------------------------------------------------------
                      Percent of                                Potential Realizable Value
                        Total                                   at Assumed Annual Rates of   (Alternative to
                       Options/                                  Stock Price Appreciation    Potential Realizable
                        SARs                                        For Option Term          Realizable Value)
           Options/   Granted to                                --------------------------   --------------------
            SARs      Employees    Exercise or
           Granted    in Fiscal    Base Price     Expiration                                      Grant Date
Name         (#)        Year         ($/Sh)          Date          5%($)          10%($)        Present Value $
----       -------    ----------   -----------    ----------       -----          ------        ---------------
<S>          <C>        <C>          <C>             <C>            <C>            <C>             <C>  

                                            Not Applicable
</TABLE>

STOCK OPTION EXERCISES
 
     Mr. Rodano did not exercise any stock options during the fiscal year 
ended December 31, 1996 or 1995 and did not have any unexercised options at 
the fiscal year-end.

<TABLE>
                  AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                              AND FY-END OPTION/SAR VALUES
                                                                                 Value of Unexercised
                                                 Number of Unexercised               In-the-Money
               Shares                               Option/SARs at                  Option/SARs at
              Acquired                                 FY-End(#)                      FY-End ($)
                on             Value          ---------------------------     ---------------------------
Name         Exercise(#)     Realized($)      Exercisable   Unexercisable     Exercisable   Unexercisable
----         -----------     -----------      -----------   -------------     -----------   -------------
<S>          <C>             <C>              <C>           <C>               <C>           <C>
                                            Not Applicable
</TABLE>

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

     There were no awards made in the fiscal year ended December 31, 1996 and 
1995 to Mr. Rodano under any form of Company LTIP (w/incentives spanning more 
than one fiscal year).

<TABLE>
                           LONG-TERM INCENTIVE PLANS - AWARDS
                                   IN LAST FISCAL YEAR
----------------------------------------------------------------------------------------------------
                                                            Estimated Future Payouts Under Non-Stock
          Number of Shares,                                            Price-Based Plans
           Units or Other        Performance or Other       ________________________________________
               Rights           Period Until Maturation     Threshold         Target         Maximum
Name            (#)                   or Payout             ($ or #)         ($ or #)        ($ or #)
----      -----------------     -----------------------     ---------        --------        --------
<S>       <C>                   <C>                         <C>              <C>             <C>
                                     Not Applicable
</TABLE>
     Howard Chase, Secretary of Petrol, is associated with the firm of 
Morrison Cohen Singer & Weinstein, LLP.  He resigned his position as Corporate 
Secretary effective February 2, 1996.



<PAGE>       31


     Except as described above, no annuity, pension or retirement benefits, 
plans for cash or non-cash compensation or other existing plans or 
arrangements for remunerating officers and directors, other than salary, are 
presently in effect.  The Company does not have any stock option, stock 
appreciation or other form of incentive plan or arrangement for its management 
or employees.

     Non-management directors were paid an annual fee of $800 in 1995, with 
the remainder of the fees being accrued.  No fees were paid in 1996.

     There are no retirement, resignation or termination arrangements with 
executive officers due to change in control of the Company, or for any other 
reason.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     (a)  The following table sets forth, as of March 19, 1997, information 
concerning the beneficial ownership of Petrol's Common Stock by each person 
who is known by management to own beneficially more than 5% of such 
securities:
<TABLE>
              Name of              Amount and Nature           Percent
          Beneficial Owner      of Beneficial Ownership        of Class
          ----------------      -----------------------        --------
          <S>                       <C>                          <C>
          Joseph M. Rodano          447,325 (direct)             28.0%
</TABLE>

     (b)  The following table sets forth, as of March 19, 1997, information 
concerning the beneficial ownership of voting securities of the Company by all 
current directors individually, by the Chief Executive Officer and the two 
next most highly compensated officers, and by all directors and officers as a 
group:
<TABLE>
              Name of              Amount and Nature           Percent
          Beneficial Owner      of Beneficial Ownership        of Class
          ----------------      -----------------------        --------
          <S>                       <C>                         <C>
          Joseph M. Rodano          447,325 (direct)            28.0%

          Robert M. Bontempi              0                      0.0%

          Arlys C. Milan                  0                      0.0%

          Jimmy S. Foster                 0                      0.0%

</TABLE>
     (c)  CHANGES IN CONTROL.  There are no arrangements known to the Company, 
including any pledge by any person of securities of the Company, the operation 
of which may at a subsequent date result in a change in control thereof.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a)  TRANSACTIONS WITH MANAGEMENT AND OTHERS.  In April, 1995, the 
Company loaned its president the principal sum of $35,000, repayable on 
demand; the loan bears interest at an annual rate of one-quarter of a percent 
in excess of the prime rate.




<PAGE>       32


     (b)  CERTAIN BUSINESS RELATIONSHIPS OF DIRECTORS.

          Not applicable.

     (c)  INDEBTEDNESS OF MANAGEMENT IN EXCESS OF $60,000.

          Not applicable.

     (d)  TRANSACTIONS WITH PROMOTERS.

          Not applicable.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

          1.  Exhibits:

              3(a)   Certificate of Incorporation of the Company, and 
amendments thereto (Filed as Exhibit 3(a) to the 
Company's 1981 Annual Report on Form 10-K and 
incorporated herein by reference).

              3(b)   By-laws of the Company (Filed as Exhibit 3(b) to the 
Company's 1981 Annual Report on Form 10-K and 
incorporated herein by reference).
                     

              10(a)  Compromise Agreement between Petrol Industries, Inc. and 
Enron Oil Trading & Transportation Company dated as of 
November 30, 1992 (contained in the Company's 1992 Annual 
Report on Form 10-K).
                     
              10(b)  Compromise Agreement between and among Petrol Industries, 
Inc., Oryx Energy Company and Enron Oil Trading & 
Transportation Company dated as of November 30, 1992 
(contained in the Company's 1992 Annual Report on Form 
10-K).

              22     Subsidiaries of the Company (Filed as Exhibit 22 to 
Registrant's 1981 Annual Report on Form 10-K and 
incorporated herein by reference).

              (b)  Reports on Form 8-K

                   None filed during the last quarter of 1996.


















<PAGE>       33


                                  SIGNATURES


     Pursuant to the requirements of Section 13 of 15(d) 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.

                                       PETROL INDUSTRIES, INC.

March 27, 1997                         By:      Joseph M. Rodano
                                          ----------------------------------
                                          Joseph M. Rodano
                                          President and Treasurer


     Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated.

March 27, 1997                         Joseph M. Rodano
                                       -------------------------------------
                                       Joseph M. Rodano - Director

March 27, 1997                         Robert Bontempi
                                       -------------------------------------
                                       Robert Bontempi - Director

March 27, 1997                         Arlys C. Milan
                                       -------------------------------------
                                       Arlys C. Milan - Director





                      




























<PAGE>       34


                                EXHIBIT INDEX


Exhibit
  No.                            Description
-------                          -----------

  27                         Financial Data Schedule