<PAGE>
                                FORM 10-KSB

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

[XX]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF
      1934  [FEE REQUIRED]

               For the fiscal year ended December 31, 2001

                                   OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
      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
    Incorporation of Organization)        (IRS Employer
Identification No.)

202 N. Thomas, Suite 4, Shreveport, LA                    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:
$547,609.

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 28, 2002 was $375,341.

    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
29, 2002 was 1,597,196.

Transitional Small Business Disclosure Format:  Yes_____ No    X

                DOCUMENTS INCORPORATED BY REFERENCE:
                              None
                        Page 1 or 33 Pages
                      Index Appears at Page 9


<PAGE>

                                     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 13 persons in the
aggregate.

     As of December 31, 2001, Petrol's leases contained 8
completed gas
wells, 18 completed wells producing oil and gas, and 319 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 200 wells producing oil or oil and gas are currently
being
operated.  The Company expects that if received oil prices justify
the
expenditure, 40 of its wells will be placed back in operation
during the
course of 2002, as a result of its on-going rework program
discussed below,
although even so, it is expected that approximately 20-30 wells
will
temporarily not be operating at any given time as maintenance is
required.
Current oil prices, however, do not justify significant
expenditures to
restore operation of marginal wells.  Management is carefully
examining
whether to suspend production on all or certain wells to conserve
available
capital and assets until world oil prices recover significantly.
The
Company's direct cost of extraction currently exceeds gross sales
receipts
and current oil prices.  During the course of 2001, the Company
disposed of
one of its leases that 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
2001, 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 22,546 barrels of oil
and 2,775
MCF of gas, and production, net to Petrol, of 17,625 barrels of
oil and 2,775
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
2001, the
average price received by Petrol for its oil (including wells
owned by the
various partnerships) was $22.61 per barrel of oil and $3.57 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 2001 and 2000, approximately $141,393 and $208,629
were
expended on such maintenance.





<PAGE>

DRILLING PROGRAMS.

     In 1979, 1983 and 1984 Petrol formed Louisiana partnerships
in
commendams (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 "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 15 wells drilled for the
1984
limited partnership.

     There was no drilling activity in 2001 or 2000.

MARKET FOR PETROL'S OIL AND GAS PRODUCTION.

     The Company's oil and gas production is sold to major oil
companies and
other purchasers that gather oil production by tank wagon in areas
where
pipelines are not available.  EOTT Energy Operating Limited
Partnership,
formerly EOTT Energy ("EOTT") accounted for 80.0% of the Company's
2001 oil
sales.  More than half 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 worldwide 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
that 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>

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 22 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
2001.

     d.  Production.  For the years ended December 31, 2001 and
2000, the
average sales price (including transfers) per unit of oil produced
was $22.61
and $27.18, respectively, and the average production cost (lifting
cost) per
unit of production for oil was $22.48 and $18.92, respectively.

     e.  Productive Wells and Acreage.  As of December 31, 1994,
the Company
held the following productive wells and developed acres:

                                             Oil       Gas     Oil
& Gas
                                             ---       ---     ---
------
         (i)    Gross Productive Wells        319        8
18
         (ii)   Net Productive Wells          311        1.2
10.5
         (iii)  Gross Developed Acres       4,217    1,310
958
         (iv)   Net Developed Acres         2,378.6     66
179.5

     f.  Undeveloped Acreage.  As of December 31, 2001, the
Company held the
following undeveloped acreage:

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

     g.  Drilling Activity.  No drilling activity occurred in 2001
or 2000.

     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>

ITEM 3.  LEGAL PROCEEDINGS.

         None.

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

         Not applicable.



























































<PAGE>

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, 2000, on a quarterly basis.  Prices are reported by the
National
Quotation Bureau, Inc., which may reflect inter-dealer prices,
without retail
mark-up, markdown or commission and may not necessarily represent
actual
transactions.

                                             HIGH BID
LOW BID
            2000

     1st Quarter                               7/16
1/16
     2nd Quarter                               3/4
3/16
     3rd Quarter                               5/8
1/8
     4th  Quarter                              5/16
3/16

           2001

     1st Quarter                               3/16
3/16
     2nd Quarter                               5/32
3/16
     3rd Quarter                               1/16
5/32
     4th Quarter                               1/16
1/16

           2002

     1st Quarter thru March 27              1/16
7/32

     On March 29, 2002, there were 3,642 holders of record of its
common
stock.

     No dividends were declared or paid during 2001 or 2000 and
the Company
has no present intention to pay cash dividends in the foreseeable
future.

     During the course of 2001, Joseph M. Rodano, President and
Treasurer of
Petrol, as well as a member of its Board of Directors, purchased a
total of
20,000 shares Common Stock, $.10 par value per share, of Petrol
Industries,
Inc.  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>

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

     (a)  RESULTS OF OPERATIONS.  The Company continues to
endeavor a
decrease in production for 2001 as overall production decreased
18.7% from
2000.  This decline in gross production is also accompanied by a
decrease in
received oil prices.  The average price of an equivalent barrel of
oil
received in 2001 was $22.61, down from $27.18 received on average
for 2000.

     The decrease in production when associated with the decrease
in received
oil prices resulted in a net loss to the Company of $205,672, or
$.13 per
share, on revenues of $547,609.

     The net loss from operations (before other income/expense
items) was
$167,938 for 2001 as compared to a net income of $3,685 for 2000,
or an
increase in the loss from operations of 100% over the prior year's
operations.  To continue operating profitability, the Company will
depend on
significant increases in overall production and this production
must be aided
by maintaining current received oil prices over the following
twelve month
period, understanding that received oil prices are dependent on
the results
of world events outside the Company's control.

     (b)  FINANCIAL CONDITION AND LIQUIDITY.  The recurring losses
from
2000 and prior year operations eroded the cash and cash
equivalents of the
Company, as the liquid assets were being used to fund current
operations.
Current liabilities continue to exceed current assets by
$1,340,750 and
stockholders' deficit was $1,260,686 for the year ended December
31, 2001.
Management is also examining the possibility of realizing value
for the
Company's remaining assets, including, if necessary, dissolution.

     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, 2001, 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.












<PAGE>

2000 Compared to 1999

     (a)  RESULTS OF OPERATIONS.  Production declined 6.8% from
1999.  The
decline in production, accompanied by an increase in oil prices,
resulted in
a net loss of $34,768, or $.02 per share, on revenues of $799,536.
The
Company's net income from operations was $3,685 for 2000 as
compared to a net
loss of $150,495 for 1999.

The average price of an equivalent barrel of oil received in 2000
was
$27.18, up from $16.48 received on average for 1999.

     (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 $1,055,014, the Company may lack
sufficient capital
reserves and liquid or liquidatable assets to permit continued
operations.


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>

ITEM 7.  INDEX TO FINANCIAL STATEMENTS

                                                            PAGE
                                                            ----

     Independent Auditors' Report                       10

     Consolidated Balance Sheet                         11

     Consolidated Statements of Operations                   12

     Consolidated Statements of Stockholders' Deficit        13

     Consolidated Statements of Cash Flows              14

     Notes to Consolidated Financial Statements              15





















































<PAGE>

                              Independent Auditors' Report


The Board of Directors and Stockholders
Petrol Industries, Inc. and Subsidiaries
Shreveport, Louisiana

We have audited the consolidated balance sheet of Petrol
Industries, Inc. and
Subsidiaries as of December 31, 2001, and the related consolidated
statements
of operations, stockholders' deficit, and cash flows for the year
then ended.
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 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 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
audit provides 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, 2001, and the
results of
their consolidated operations and their cash flows for the year
then ended,
in conformity with accounting principles generally accepted in the
United
States of America.

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.


HEARD McELROY & VESTAL LLP

Shreveport, Louisiana
March 29, 2002













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

                           Consolidated Balance Sheet

                              December 31, 2001

                                   ASSETS
<S>
<C>
Current assets:
  Cash and cash equivalents
$     55,986
  Accounts receivable:
    Trade
25,950
    Other
9,498
                                                           -------
---

35,448

  Inventory
21,228
  Prepaid expenses
4,247
                                                           -------
---
          Total current assets
116,909
                                                           -------
---
Property and equipment, at cost:
  Land
7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method
4,131,447
  Trucks and other operating equipment
357,773
  Furniture and fixtures
33,722
                                                           -------
---

4,522,942
  Less accumulated depreciation, depletion and
    amortization
4,450,985
                                                           -------
---

78,957
                                                           -------
---

Other assets
1,107
                                                           -------
---


$    196,973

==========
        LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable
$     39,143
  Payable to interest owners
335,427
  Payable to officer, net
886,898
  Note payable
106,856
  Accrued expenses
89,335
                                                           -------
---
          Total current liabilities
1,457,659
                                                           -------
---
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 1,597,196
    shares in 2001 and 2000
159,720
  Accumulated deficit
(1,420,406)
                                                           -------
---
          Total stockholders' deficit
(1,260,686)
                                                           -------
---


$    196,973

==========
</TABLE>
See accompanying notes to consolidated financial statements.










<PAGE>

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Consolidated Statements of Operations

                   Years ended December 31, 2001 and 2000

<TABLE>
                                              2001
2000
                                              ----            ----
<S>                                                    <C>
<C>
Revenues:
  Oil and gas sales                               $  519,786
765,284
  Other operating income                              27,823
34,252
                                            --------        ------
--

547,609         799,536
                                            --------        ------
--
Expenses:
  Lease operating expense                    506,926
524,838
  Severance taxes                             16,160
27,190
  General and administrative                 180,444
232,906
  Depreciation, depletion and
    amortization                              12,017
10,917
                                            --------        ------
--
                                             715,547
795,851
                                            --------        ------
--

          Operating income (loss)           (167,938)
3,685
                                            --------        ------
--
Other income and (expense):
  Gain on sale of assets                       5,740
5,671
  Interest and dividend income                   467
1,663
  Interest expense                           (43,941)
(45,787)
                                            --------        ------
--
                                             (37,734)
(38,453)
                                            --------        ------
--
          Loss before provision for
            income taxes                    (205,672)
(34,768)

Income tax                                       ---             -
--
                                            --------        ------
--
          Net loss                                $ (205,672)
(34,768)
                                            ========
========

Net loss per share                                     $     (.13)
(.02)
                                            ========
========



</TABLE>

See accompanying notes to consolidated financial statements.





















<PAGE>
                PETROL INDUSTRIES, INC. AND SUBSIDIARIES

     Consolidated Statements of Changes in Stockholders' Deficit

               Years ended December 31, 2001 and 2000

<TABLE>
                                              2001
2000

<S>                                                            <C>
<C>
Preferred stock:                                            $
---                ---

Common stock:
  Balance at beginning of year                 159,720
159,720
  Retirement of stock                              ---
---
                                            ----------         ---
-------
  Balance at end of year                       159,720
159,720
                                            ----------         ---
-------

Accumulated deficit:
  Balance at beginning of year              (1,214,734)
(1,179,966)
  Net loss                                    (205,672)
(34,768)
                                            ----------         ---
-------
  Balance at end of year                    (1,420,406)
(1,214,734)
                                            ----------         ---
-------

          Total stockholders' deficit     $ (1,260,686)
(1,055,014)
                                            ==========
==========


</TABLE>







See accompanying notes to consolidated financial statements.


































<PAGE>

                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                     Consolidated Statements of Cash Flows

                    Years ended December 31, 2001 and 2000


<TABLE>

                                                    2001
2000
                                                    ----
----
<S>
<C>            <C>
Operating activities:
  Net loss
$ (205,672)     (34,768)
  Adjustments to reconcile net loss to cash
    provided (used) by operating activities:
      Depreciation, depletion and amortization      12,017
10,917
      Gain on sale of assets                        (5,740)
(5,671)
      Decrease in accounts receivable               26,451
15,306
      (Increase) decrease in inventory              19,925
(747)
      Increase (decrease) in prepaid expenses       (1,357)
3,183
      Decrease in accounts payable and
        accrued expenses                            (3,162)
(13,205)
      Increase in payable to officer, net           54,646
110,058
      Increase in payable to interest owners         6,954
7,367
                                                  --------     ---
-----
        Net cash used by operating activities      (95,938)
(73,110)
                                                  --------     ---
-----
Investing activities:
  Capital expenditures                              (9,397)
(33,853)
  Proceeds from sale of property and equipment       5,740
6,000
                                                  --------     ---
-----
       Net cash used by investing activities        (3,657)
(27,853)
                                                  --------     ---
-----
Financing activities:
  Proceeds from gross borrowings                   105,056
---
  Repayments of gross borrowings                      (200)
(48,000)
                                                  --------     ---
-----
       Net cash provided (used) by
         financing activities                      104,856
(48,000)
                                                  --------     ---
-----

Increase in cash and cash equivalents                5,261
16,587
Cash and cash equivalents at beginning of year      50,725
34,138
                                                  --------     ---
-----

Cash and cash equivalents at end of year               $   55,986
50,725
                                                  ========
========

</TABLE>
See accompanying notes to consolidated financial statements.



















<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

            Notes to Consolidated Financial Statements

                December 31, 2001 and 2000


(1)  Summary of Significant Accounting Polices.

    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 inter-
    company 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 that 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.








<PAGE>
                   PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                  Notes to Consolidated Financial Statements
                                (continued)


    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 basis 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 previous losses from operations,
significant
    operating and administrative expenses, current liabilities in
excess of
    current assets, and a stockholders' deficit of $1,260,686, the
Company
    could lack sufficient capital reserves and liquid or
liquidatable
    assets to permit a full year of operations.
















<PAGE>


              PETROL INDUSTRIES, INC. AND SUBSIDIARIES

             Notes to Consolidated Financial Statements
                             (continued)


    Management is examining available financing alternatives to
enable it
    to remain 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.  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 were paid on the principal as of December 31,
1997;
    however, interest payments of $6,293 were made in 1997 and
1996.  The
    stated rate of interest was 8%.  There were no terms for
repayment of
    the principal.  The outstanding loan amount was netted against
the cash
    surrender value of the policy, which totaled $135,412 at
December 31,
    1997.

    As of October 15, 1998, the Company canceled the life
insurance policy
    described above, and obtained a net cash surrender value of
$53,055.
    The transaction was accounted for on the Company's books as
receiving a
    gross cash surrender value of $137,490 which was offset by the
amount
    borrowed against the policy of $84,435, represented by
principal of
    $78,666 and the related accrued interest of $5,769.

(4)  Income Taxes.

    There was no income tax expense (benefit) reported for the
years ended
    December 31, 2001 and 2000.

    The following table presents a reconciliation of the expected
tax
    expense (benefit) using the statutory federal tax rates of 34%
in 2001
    and 2000, and the Company's actual tax benefit:

                                                    2001
2000
                                                    ----        --
--
    Tax (benefit at the statutory
      federal rate                                               $
(69,928)   (11,821)
    Current year losses that provided no
      tax benefit
69,928     11,821
    Other, net
0      5,329
                                                  -------    -----
--

$     ---        ---
                                                  =======
=======










<PAGE>

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                Notes to Consolidated Financial Statements
                               (continued)


    The tax effects of temporary differences that give rise to
significant
    portions of the deferred tax assets and deferred tax
liabilities at
    December 31, 2001 and 2000 are presented below.


2001         2000
                                                     ----
----
    Deferred tax assets:
      Net property and equipment, principally
        due to differences in depreciation        $    28,000
28,000
      Accounts payable and accrued expenses            52,000
52,000
      Tax net operating loss carryforward               782,107
633,004
      Capital loss carryforward
---          ---
      Statutory depletion carryforward               458,000
343,000
                                                  ----------   ---
-------
        Total gross deferred tax assets                1,320,107
1,050,004
        Less valuation allowance
(1,320,107)  (1,050,004)
                                                  ----------   ---
-------
        Net deferred tax assets                         $       --
-          ---
                                                  ==========
==========

    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
    $1,320,107 at December 31, 2001, has increased approximately
$270,103
    (the same as the decrease in certain deferred tax assets) from
the
    amount determined at January 1, 2001.  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 $1,764,412, which expire between 2003 and 2021,
which
    could be used to offset future federal taxable income.  The
Company has
    a statutory oil and gas depletion carryforward of
approximately
    $1,295,000, which has no expiration date.

    There were no taxes paid in 2001 and 2000.

(5)  Payable to Interest Owners.

    The Company has recorded a payable totaling $335,427 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.












<PAGE>

                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Notes to Consolidated Financial Statements
                                   (continued)

(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, Greenwood Waskom Field, and the Shreveport
Field,
    all in Caddo Parish, Louisiana.

    The Company is primarily involved in the production of oil,
which is
    sold to approximately ten oil companies.  The Company had
sales to two
    major customers in 2001 and 2000 as follows:

                                      2001
2000
                             ----                  ----

          Customer 1               $  35,000                28,000
           Customer 2          415,000               457,000
                           -------               -------
                         $ 450,000
485,000
                           =======               =======

(7)  Net Loss Per Share.

    Net loss per share of common stock was computed on the
weighted average
    number of share outstanding of 1,597,196 for 2001 and 2000,
    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 $17,265 at December 31, 2001, and is
included
    in accounts payable.

(9)  Other Operating Income.

    Other operating income for the years ended December 31, 2001
and 2000,
    consists of the following:

                                                  2001
2000
                                                  ----         ---
-
     Affiliated partnerships - operations
       and administration fee                          $  9,341
10,976
     Other
18,482       23,276
                                                 ------       ----
--

$ 27,823       34,252
                                                 ======
======













<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

            Notes to Consolidated Financial Statements
                         (continued)

(10) Related Party Transactions.

     Payable to officer, net, consists of the following:

                                                 2001
2000
                                                 ----          ---
-

     Accrued salary plus interest                      $ 886,898
832,252
     Note payable to Company plus interest           ---         -
--
     Advances
---         ---
                                                 -------     -----
--

$ 886,898     832,252
                                                 =======
=======

     Interest at a bank's prime rate is accruing on all accrued
salary and
     unpaid interest thereon.  Interest cost included in expense
during 2001
     and 2000 were $43,091 and $41,555, respectively.  The note
payable
     represented a $35,000 note payable issued to the Company
during 1995,
     repayable on demand; the loan bared interest at an annual
rate of one-
     quarter of a percent in excess of prime rate of Citibank,
N.A.
     Advances are non-interest bearing.  At December 31, 1998, the
Company
     netted the note payable to the Company from the officer and
the
     advances from the officer against the amount which the
Company owned
     the officer in accrued salary and interest.

(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.

(12) Note Payable.

     The Company obtained a note payable from an individual for an
amount
     not to exceed $200,000, currently $106,856 as of December 31,
2001.
     The note bears interest at 10.75% and is due and payable,
including any
     unpaid interest and principal, on December 31, 2002.  The
note is
     secured by a multiple obligations mortgage on mineral rights
either
     currently owned or hereinafter acquired by the Company.



                             * * * * *


















<PAGE>

             PETROL INDUSTRIES, INC. AND SUBSIDIARIES

               Supplemental Oil and Gas Information
                            (unaudited)


OIL AND GAS PRODUCING ACTIVITIES

Information shown in Schedule 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 to 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.













<PAGE>

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Supplemental Oil and Gas Information
                              (unaudited)


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 $16.38
per barrel
for oil at December 31, 2001) to estimated quantities of proved
developed
reserves as of each year-end.  Oil prices have increased slightly
in early
2002 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 uses
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 2001
and 2000.
































<PAGE>


SCHEDULE 1

                 PETROL INDUSTRIS, INC. AND SUBSIDIARIES

                  Capital Costs Relating to Oil and Gas
                          Producing Activities

                      December 31, 2001 and 2000
                              (unaudited)




2001          2000
                                          ----          ----

Proved properties                                      $
4,131,447     4,138,480
Other
357,773       366,560
                                       ----------    ----------

4,489,220     4,505,040
Accumulated depreciation, depletion
  and amortization                                 (4,419,533)
(4,433,254>
                                       ----------    ----------

Net capitalized costs                                  $
69,687        71,786
                                       ==========    ==========




NOTE:  Included in capitalized costs at December 31, 2001 and
2000, is
$746,941, representing contributions of capital costs made by the
Company to
affiliated limited partnerships pursuant to various partnership
agreements.






































<PAGE>


SCHEDULE 2

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

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

                 Years ended December 31, 2001 and 2000
                                (unaudited)





                                             2001          2000
                                             ----          ----

Developmental Costs                                    $  9,397
0
                                            =======       =======














































<PAGE>


SCHEDULE 3

                  PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                        Estimated Net Quantities of
                    Proved Developed Oil and Gas Reserves

                    Years ended December 31, 2001 and 2000
                                  (unaudited)



                                                2001
2000
                                               Barrels
Barrels
                                                of Oil
of Oil
                                               -------           -
------

Proved developed reserves:
  Beginning of year                                    144,628
177,056
  Production                                   (22,546)
(27,733)
  Sale of minerals in place                        ---
(4,695)
  Revisions, extensions and discoveries            ---
---
                                               -------           -
------

End of year                                    122,082
144,628
                                               =======
=======




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.


































<PAGE>



SCHEDULE 4

                     PETROL INDUSTRIES, INC. AND SUBSIDIARIES

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

                       Years ended December 31, 2001 and 2000
                                       (unaudited)


                                             2001            2000
                                             ----            ----
                                                (in thousands)

Future cash inflows                                    $  2,000
3,931
Future production and development cost      (2,744)
(2,736)
Future income tax (expense) benefit            ---             ---
                                            ------          ------

Future net cash flows (deficit)               (744)          1,195
10% annual discount for estimated
  timing of cash flows (deficit)               127
(249)
                                            ------          ------

Standardized measure of discounted
  future net cash flows (deficit)                 $   (617)
946
                                            ======          ======


Principal sources of changes in the standardized measure of
discounted future
net cash flows for the years shown:

                                             2001            2000
                                             ----            ----
                                                (in thousands)

Net changes in prices and production
  cost, including excise taxes                    $ (1,774)
(141)
Sales and transfers of oil and gas
  produced, net of production costs            (13)
(240)
Net change due to revisions, extensions,
  and discoveries                              ---             ---
Net change due to purchase (sale) of
  minerals-in-place                            ---
(5)
Development cost incurred during the
  period                                         9             ---
Accretion of discount                           95             118
Change in production rates (timing)
  and other                                    120              36
                                            ------          ------

                                             $ (1,563)
(232)
                                            ======          ======

NOTE:  The proved and proved developed reserves are located within
the United
States.











<PAGE>


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


             Not applicable.



























































<PAGE>

                              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       65       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     70       Director, Retired; Bond
1972
                                Salesman, Thomson McKinnon
                                Securities, 1983-1988.

Arlys C. Milan         47       Vice President of Petrol
1994
                                since 1990; Office Manager
                                for more than 4 years prior
                                thereto; elected to Board of
                                Directors in August, 1994.

     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         65            See "Directors" above.

Arlys C. Milan           47            See "Directors" above.

Jimmy S. Foster          58            Served Petrol as Vice
President from
                                       April 1990, until his death
in
                                       August, 2001; Field
Supervisor for
                                       more than five years prior
thereto.

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

(c)  Significant Employees.

     None.

(d)  Family Relationships.

     None.












<PAGE>


(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 2000.


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:

                               SUMMARY COMPENSATION TABLE
<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,
President, Chief           2000   68,502       -            -
-         -         -              -
Executive Officer and      2001   12,000       -            -
-         -         -              -
Chairman of the Board
</TABLE>


Stock Option Grants
-------------------

     There were no grants of stock options/SARs made during the
fiscal year
ended December 31, 2001 and 2000 to Mr. Rodano.

                  OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>

                         Individual Grants
________________________________________________________
                   Percent of
Potential Realizable Value
                     Total                                 at
Assumed Annual Rates        (Alternative to
                    Options/                               of
Stock Price Appreciation   Potential Realizable
                     SARs                                     For
Option Term               Value)
       Options/    Granted to
___________________________   ____________________

         SARs      Employees     Exercise
       Granted     in Fiscal    Base Price    Expiration
Grant Date
Name     (#)         Year         ($/Sh)         Date
5%($)       10%($)         Present Value $
----   --------    ----------   ----------    ----------       ---
--       ------         ---------------
<C>    <C>         <C>          <C>           <C>              <C>
<C>            <C>

                                              NOT APPLICABLE


</TABLE>



<PAGE>

Stock Option Exercises
----------------------

     Mr. Rodano did not exercise any stock options during the
fiscal year
ended December 31, 2001 or 2000 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
----   -----------   -----------   -----------   -------------   -
----------   -------------
<C>    <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, 2001 and
2000 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     Performance or               Price-Based
Plans
          Shares       Other Period
________________________________________
         Units or         Until          Threshold
Target       Maximum
       Other Rights   Maturation or      ($ or #)           ($ or
#)      ($ or #)
Name       (#)           Payout
----   ------------   --------------     ---------          ------
--      --------
<C>    <C>            <C>                <C>                <C>
<C>

                      Not Applicable
</TABLE>

     Except as described above, no annuity, pension or retirement
benefits,
plans for cash or non-cash compensation or other existing plans or
arrangement 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.  Fees were accrued in
1996, but none
have been accrued since that date.

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















<PAGE>

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

     (a)  The following table sets forth, as of March 29, 2002,
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:

             Name of               Amount and Nature
Percent
          Beneficial Owner       of Beneficial Ownership
of Class
          ----------------       -----------------------         -
-------

          Joseph M. Rodano           576,325 (direct)
36.0%

     (b)  The following table sets forth, as of March 29, 2002,
information
concerning the beneficial ownership of voting securities of the
Company by
all current directors individually, by the Chief Executive Officer
and the
four next most highly compensated officers, and by all directors
and officers
as a group:

             Name of                 Amount and Nature
Percent
          Beneficial Owner         of Beneficial Ownership
of Class
          ----------------         -----------------------       -
-------

          Joseph M. Rodano             576,325 (direct)
36.0%

          Robert M. Bontempi                 0
0.0%

          Arlys C. Milan                     0
0.0%

          Jimmy S. Foster                    0
0.0%

     (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.

          Not applicable.

     (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.














<PAGE>


ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 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).

     2.   Reports on Form 8-K:

        None filed during the last quarter of 2001.































<PAGE>


                               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  29 , 2002                                       By:
S/Joseph M. Rodano
                                       ---------------------------
------

Joseph M. Rodano

President and Treasurer


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



March  29 , 2002
s/Joseph M. Rodano
                                       ---------------------------
------

Joseph M. Rodano - Director



March  29 , 2002
s/Robert Bontempi
                                       ---------------------------
------

Robert Bontempi - Director



March  29 , 2002
s/Arlys C. Milan
                                       ---------------------------
------

Arlys C. Milan - Director