<PAGE>         1
                                   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 EXCHANGE ACT OF 1934 [FEE REQUIRED]

                   For the fiscal year ended December 31, 2000

                                       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
       (State or Other Jurisdiction of Incorporation of Organization)

                                   75-1282449
                         (IRS Employer Identification No.)

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:  $799,536.

     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 29, 2001 was $498,326.

    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, 2001 was 1,597,196.

Transitional Small Business Disclosure Format: Yes___ No X

                               Page 1 of 34 Pages
                            Index appears at Page 10












<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, the Greenwood-Waskom Field, and the Shreveport Field, all in Caddo
Parish, Louisiana.  Petrol and its wholly owned subsidiaries currently employ
10 persons in the aggregate.

      As of December 31, 2000, Petrol's leases contained 8 completed gas
wells, 18 completed wells producing oil and gas, and 323 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,
approximately 40 of its wells will be placed back in operation during the
course of 2001, 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.

      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 2000, 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 27,733 barrels of oil and 3,619
MCF of gas, and production, net to Petrol, of 21,594 barrels of oil and
3,619 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 2000, the
average price received by Petrol for its oil (including wells owned by the
various partnerships) was $27.18 per barrel of oil and $3.18 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 2000 and 1999, approximately $208,629 and $105,033 were
expended on such maintenance.


<PAGE>         3

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, and 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 17 wells drilled for the 1984
limited partnership.

      There was no drilling activity in 2000 or 1999.

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 85.1% of the Company's 2000 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>         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 22 to 25 and Schedules 3 and 4 at Pages 26 to
27, 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 2000.

     d.   PRODUCTION.  For the years ended December 31, 1999 and 1998, the
average sales price (including transfers) per unit of oil produced was $27.18
and $16.48, respectively, and the average production cost (lifting cost) per
unit of production for oil was $18.92 and $13.47, respectively.

     e.   PRODUCTIVE WELLS AND ACREAGE.  As of December 31, 2000, the Company
held the following productive wells and developed acres:

                                     Oil         Gas      Oil & Gas
                                     ---         ---      ---------
   (i)    Gross Productive Wells     323           8          18
   (ii)   Net Productive Wells       314           1.2        10.5
   (iii)  Gross Developed Acres    4,248       1,310         958
   (iv)   Net Developed Acres      2,403.8        66         179.5

     f.  UNDEVELOPED ACREAGE.  As of December 31, 2000, the Company held the
following undeveloped acreage:

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

     g.  DRILLING ACTIVITY.  No drilling activity occurred in 2000 or 1999.

     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, 1999, 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
                               --------            -------
         1999

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

         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 thru March 22    3/16               3/16


     On March 23, 2001, there were 3,642 holders of record of its common
stock.

     No dividends were declared or paid during 2000 or 1999 and the Company
has no present intention to pay cash dividends in the foreseeable future.

     During the course of 2000, Joseph M. Rodano, President and Treasurer of
Petrol, as well as a member of its Board of Directors, purchased a total of
2,000 shares Common stock, $.10 par value per share, of Petrol Industries,
Inc.  All of the shares purchased by Mr. Rodano were purchased with his
personal funds in an open-market transaction.





<PAGE>         7

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

2000 COMPARED TO 1999

     (a) RESULTS OF OPERATIONS.  The Company continues to endeavor a decrease
in production for 2000, as overall production decreased 6.8% from 1999.
This decline in gross production is also accompanied by an increase in
received oil prices.  The average price of an equivalent barrel of oil received
in 2000 was $27.18, up from $16.48 received on average for 1999.

     The decrease in production when associated with the increase in received
oil prices resulted in a net loss to the Company of $34,768, or $.02 per
share, on revenues of $799,536.

     The net income from operations (before other income/expense items) was
$3,685 for 2000 as compared to a net loss of $150,495 for 1999, or a decrease
in the loss from operations of 102.5% 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
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 $1,137,698 and stockholders'
deficit was $1,055,014 for the year ended December 31, 2000.  Management has
continued to benefit from an above average price of an equivalent barrel of
oil during the first quarter of 2001.

     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,
2000, 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>         8

1999 COMPARED TO 1998

     (a)  RESULTS OF OPERATIONS.  Production declined 18.9% from 1998.  The
decline in production accompanied by an increase in oil prices, resulted in a
net loss of $185,131, or $.12 per share, on revenues of $535,680.  The
Company's operating loss of $150,495 increased from last year's operating
loss of $353,475.

     The average price of an equivalent barrel of oil received in 1999 was
$16.48, up from $12.03 received on average in 1998.

     (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 $1,030,487, 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.

RECENT ACCOUNTING PRONOUNCEMENTS

     In February of 1998, the Financial Accounting Standards Board (FASB)
issued SFAS 132, EMPLOYERS' DISCLOSURES ABOUT PENSIONS AND OTHER
POSTRETIREMENT BENEFITS, effective for financial statements both interim and
annual periods ending after December 15, 1997.  SFAS 132 revises employers'
disclosures about pension and other postretirement benefit plans.  It does
not change the measurement or recognition of those plans.  It standardizes
the disclosure requirements for pensions and other postretirement benefits to
the extent practicable, requires additional information on changes in the
benefit obligations and fair values of plan assets that will facilitate
financial analysis, and eliminates certain disclosures that are no longer
useful as they were when FASB Statements No. 87, EMPLOYERS' ACCOUNTING FOR
PENSIONS, No. 88, EMPLOYERS' ACCOUNTING FOR SETTLEMENTS AND CURTAILMENTS OF
DEFINED BENEFIT PENSION PLAN AND FOR TERMINATION BENEFITS, and No. 106,
EMPLOYERS' ACCOUNTING FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS,
were issued.  This Statement suggests combined formats for presentation of
pension and other postretirement benefit disclosures.  The Statement also
permits reduced disclosures for nonpublic entities.



<PAGE>         9


     In June of 1998, the Financial Accounting Standards Board (FASB) issued
SFAS 133, ACCOUNTING FOR DERIVATIVE INSTRUMENT AND HEDGING ACTIVITIES,
effective for all fiscal quarters of all fiscal years beginning after
June 15, 1999.  SFAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in
other contracts, (collectively referred to as derivatives) and for hedging
activities.  It requires that an entity recognize all derivatives as either
assets or liabilities in the statement of financial position and measure
those instruments at fair value.  If certain conditions are met, a derivative
may be specifically designated as (a) a hedge of the exposure to changes in
the fair value of a recognized asset or liability or an unrecognized firm
commitment, (b) a hedge of the exposure to variable cash flows of a
forecasted transaction, or (c) a hedge of the foreign currency exposure of a
net investment in a foreign operation, an unrecognized firm commitment, an
available-for-sale security, or a foreign-currency-denominated forecasted
transaction.





<PAGE>         10


ITEM 7.   INDEX TO FINANCIAL STATEMENTS.

                                                    Page
                                                    ----

 Independent Auditors' Report                        11

 Consolidated Balance Sheet                          12

 Consolidated Statements of Operations               13

 Consolidated Statements of Stockholders' Deficit    14

 Consolidated Statements of Cash Flows               15

 Notes to Consolidated Financial Statements          16





<PAGE>         11

                       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, 2000, 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 opinon on
these consolidated financial statements based on our audit.

We conducted our audit 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 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
Petrol Industries, Inc. and Subsidiaries at December 31, 1999, and the
results of their consolidated operations and their cash flows for the year
then ended, 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.


HEARD McELROY & VESTAL LLP

Shreveport, Louisiana
March 30, 2001





<PAGE>         12

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                        Consolidated Balance Sheet

                             December 31, 2000
<TABLE>
<S>                                                     <C>
                       ASSETS
Current assets:
  Cash and cash equivalents                          $     50,725
  Accounts receivable:
    Trade                                                  52,401
    Other                                                   9,498
                                                       ----------
                                                           61,899

  Inventory                                                41,153
  Prepaid expenses                                          2,890
                                                       ----------
          Total current assets                            156,667
                                                       ----------
Property and equipment, at cost:
  Land                                                      7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method                4,138,480
  Trucks and other operating equipment                    366,560
  Furniture and fixtures                                   33,133
                                                       ----------
                                                        4,545,173
  Less accumulated depreciation, depletion and
        amortization                                    4,463,596
                                                       ----------
                                                           81,577
                                                       ----------
Other assets                                                1,107
                                                       ----------
                                                     $    239,351
                                                       ==========
       LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
  Accounts payable                                   $     39,045
  Payable to interest owners                              328,473
  Payable to officer, net                                 832,252
  Note payble                                               2,000
  Accrued expenses                                         92,595
                                                       ----------
          Total current liabilities                     1,294,365
                                                       ----------
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 2000 and 1999                               159,720
  Accumulated deficit                                  (1,214,734)
                                                       ----------
          Total stockholders' deficit                  (1,055,014)
                                                       ----------

                                                     $    239,351
                                                       ==========
</TABLE>
See accompanying notes to consolidated financial statements.






<PAGE>         13

                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

                     Years ended December 31, 2000 and 1999


<TABLE>
                                       2000             1999
                                       ----             ----
<S>                                 <C>             <C>
Revenues:
  Oil and gas sales               $     765,284         495,995
  Other operating income                 34,252          39,685
                                     ----------       ---------
                                        799,536         535,680
                                     ----------       ---------
Expenses:
  Lease operating expense               524,838         400,913
  Severance taxes                        27,190          12,784
  General and administrative            232,906         261,394
  Depreciation, depletion
   and amortization                      10,917          11,084
                                     ----------      ----------
                                        795,851         686,175
                                     ----------      ----------
          Operating income (loss)         3,685        (150,495)

Other income and (expense):
  Gain on sale of assets                 5,671           2,500
  Interest and dividend income           1,663             859
  Interest expense                     (45,787)        (37,995)
                                    ----------      ----------
                                       (38,453)        (34,636)
                                    ----------      ----------
          Loss before
           provision
           for income taxes            (34,768)       (185,131)
                                    ----------      ----------
Income tax                                 ---             ---

          Net loss               $     (34,768)       (185,131)
                                    ==========      ==========

Net loss per share               $       (0.02)          (0.12)
                                    ==========      ==========


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



<PAGE>         14



                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

           Consolidated Statements of Changes in Stockholders' Deficit

                     Years ended December 31, 2000 and 1999

<TABLE>
                                         2000           1999
                                         ----           ----
<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       (1,179,966)      (944,835)
  Net loss                              (34,768)      (185,131)
                                     ----------     ----------
  Balance at end of year             (1,214,734)    (1,179,966)
                                     ----------     ----------

     Total stockholder's deficit   $ (1,055,014)    (1,020,246)
                                     ==========     ==========








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





<PAGE>    15
                  PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                   Consolidated Statements of Cash Flows

                   Years ended December 31, 2000 and 1999
<TABLE>

                                                       2000        1999
                                                       ----        ----
<S>
Operating activities:                               <C>           <C>
  Net loss                                         $  (34,768)    (185,131)
  Adjustments to reconcile net loss to cash
    Provided (used) by operating activities:
      Depreciation, depletion and                      10,917       11,084
        amortization
      Gain on sale of assets                           (5,671)      (2,500)
      (Increase) decrease in accounts receivable      (15,306)     (39,020)
      Increase in inventory                              (747)     (23,721)
      Increase (decrease) in prepaid expenses           3,183       (2,269)
      Increase (decrease) in accounts payable and
        accrued expenses                              (13,205)         997
      Increase in payable to officer, net             110,058      159,512
      Increase in payable to interest owners            7,367        7,938
                                                     --------     --------
        Net cash provided (used) by
         operating activities                          92,440      (73,110)
                                                     --------     --------

Investing activities:
  Capital expenditures                                (33,853)      (1,981)
  Proceeds from sale of property and
    equipment                                           6,000        2,500
        Net cash provided (used) by investing        --------     --------
         activities                                   (27,853)         519
                                                     --------     --------
Financing activities:
  Purchase and retirement of common stock                 ---          ---
  Proceeds from gross borrowings                          ---       50,000
  Repayments of gross borrowings                      (48,000)         ---
                                                     --------     --------
        Net cash provided (used) by
         financing activities                         (48,000)      50,000
                                                     --------     --------

Increase (decrease) in cash and cash equivalents       16,587      (22,591)
Cash and cash equivalents at beginning of year         34,138       56,729
                                                     --------     --------
Cash and cash equivalents at end of year           $   50,725       34,138
                                                     ========     ========

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



<PAGE>    16

                  PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                 Notes to Consolidated Financial Statements

                         December 31, 2000 and 1999


(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 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.

                                                               (Continued)




<PAGE> 17
                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                Notes to Consolidated Financial Statements


    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.

    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 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 $1,055,014, the Company
    could lack sufficient capital reserves and liquid or liquidatable assets
    to permit a full year of operations.

                                                              (Continued)




<PAGE>         18

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                Notes to Consolidated Financial Statements


    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.  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 is 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, 2000 and 1999.

    The following table presents a reconciliation of the expected tax
    expense (benefit) using the statutory federal tax rates of 34% in 2000
    and 1999, and the Company's actual tax benefit:

                                          2000         1999
                                          ----         ----
    Tax (benefit) at the statutory
      federal rate                     $ (11,821)     (62,945)
    Current year losses which
      Provided no tax benefit             11,821       57,616
    Other, net                                 0        5,329
                                        --------     --------
                                       $     ---          ---
                                        ========     ========

                                                               (Continued)








<PAGE>         19

                 PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                Notes to Consolidated Financial Statements


     The tax effects of temporary differences that give rise to significant
     portions of the deferred tax assets and deferred tax liabilities at
     December 31, 2000 and 1999 are presented below.

                                             2000         1999
                                             ----         ----
     Deferred tax assets:
       Net property and equipment,
         Principally due to
          differences in depreciation    $  28,000       22,000
       Accounts payable and accrued
         expenses                           52,000       52,000
       Tax net operating loss
         carryforward                      567,107      633,004
       Capital loss carryforward               ---          ---
       Statutory depletion
         carryforward                      457,792      343,000
                                        ----------   ----------
           Total gross deferred tax
            assets                       1,104,899    1,050,004
           Less valuation allowance     (1,104,899)  (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
     $1,104,899 at December 31, 2000, has increased approximately $4,895
     (the same as the decrease in certain deferred tax assets) from the amount
     determined at January 1, 2000.  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 $1,614,853, 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
     $1,180,241, which has no expiration date.

     There were no taxes paid in 2000 and 1999.

(5)  PAYABLE TO INTEREST OWNERS

     The Company has recorded as a payable totaling $328,473 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.

                                                                 (Continued)







<PAGE>         20

                          PETROL INDUSTRIES, INC.

                Notes to Consolidated Financial Statements


(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 2000 and 1999 as follows:

                                   2000             1999
                                   ----             ----

         Customer 1           $   45,000           28,000
         Customer 2              651,000          457,000
                                 -------          -------
                              $  696,000          485,000
                                 =======          =======
(7)  NET LOSS PER SHARE

     Net loss per share of common stock was computed on the weighted average
     number of shares outstanding of 1,597,196 for 2000 and 1999,
     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 $15,221 at December 31, 2000, and is included
     in accounts payable.

(9)  OTHER OPERATING INCOME

     Other operating income for the years ended December 31, 2000 and 1999,
     consists of the following:


                                       2000         1999
                                       ----         ----
     Affiliated partnerships'
       Operations and
        Administration fee         $  10,976        9,484
     Other                            23,276       15,616
                                     -------      -------
                                   $  34,252       25,100
                                     =======      =======

                                                                 (Continued)






<PAGE>         21
                             PETROL INDUSTRIES, INC.

                   Notes to Consolidated Financial Statements


(10) RELATED PARTY TRANSACTIONS.

     Payable to officer, net, consists of the following:

                                        2000        1999
                                        ----        ----
     Accrued salary plus interest    $  832,252     722,194
     Note payable to Company plus
      interest                              ---         ---
     Advances                               ---         ---
                                       --------    --------
                                     $  832,252     722,194
                                       ========    ========

    Interest at a bank's prime rate is accruing on all accrued salary and unpaid
    interest thereon.  Interest cost included in expense during 2000 and 1999
    were $41,555 and $34,508, 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.  Interest expense charged to
    operations was $2,536 during 1998. 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 owed 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 has obtained a note payable from an individual for an amount
     not to exceed $100,000, currently $2,000 as of December 31, 2000.  The note
     bears interest at 10.75% and is due and payable including any unpaid
     interest and principal, on May 1, 2001.  The note is secured by a multiple
     obligations mortgage on mineral rights either currently owned or
     hereinafter acquired by the Company.

                            *  *  *  *  *

<PAGE>         22

                    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.







<PAGE>         23

                    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 $26.38 per barrel
for oil at December 31, 2000) to estimated quantities of proved developed
reserves as of each year end.  Oil prices have increased slightly in early
2000 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 2000
and 1999.



<PAGE>         24
                                                                 Schedule 1

                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                      Capital Costs Relating to Oil and Gas
                              Producing Activities

                           December 31, 2000 and 1999
                                   (unaudited)

<TABLE>
                                            2000           1999
                                            ----           ----
<S>                                    <C>              <C>
Proved properties                      $ 4,138,480      4,141,705
Other                                      366,560        367,984
                                         ---------      ---------
                                         4,505,040      4,509,689
Accumulated depreciation, depletion
  and amortization                       4,433,254      4,460,959
                                         ---------      ---------
Net capitalized costs                  $    71,786         48,730
                                         =========      =========
</TABLE>

Note: Included in capitalized costs at December 31, 2000 and 1999, is
$746,941, representing contributions of capital costs made by the Company to
affiliated limited partnerships pursuant to various partnership agreements.























<PAGE>         25

                                                               Schedule 2

                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

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

                     Years ended December 31, 2000 and 1999
                                   (unaudited)



                                     2000             1999
                                     ----             ----


Developmental costs              $       0            3,990
                                    ======           ======











<PAGE>         26
                                                                  Schedule 3

                    PETROL INDUSTRIES, INC. AND SUBSIDIARIES

                           Estimated Net Quantities of
                      Proved Developed Oil and Gas Reserves

                     Years ended December 31, 2000 and 1999
                                   (unaudited)

<TABLE>
                                            2000            1999
                                           Barrels         Barrels
                                           of Oil          of Oil
                                           -------         -------
<S>                                       <C>             <C>
Proved developed reserves:
  Beginning of year                        177,056         206,825
  Production                               (27,733)        (29,769)
  Sales of minerals in place                (4,695)            ---
  Revisions, extensions and discoveries        ---             ---
                                          --------        --------
End of year                                144,628         177,056
                                          ========        ========




</TABLE>





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>         27

                                                                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, 2000 and 1999
                                   (unaudited)


<TABLE>
                                            2000              1999
                                            ----              ----
                                                (in thousands)
<S>                                      <C>                <C>
Future cash inflows                     $  3,931             4,007
Future production and development
  cost                                    (2,736)           (2,385)
Future income tax (expense)
  benefit                                    ---               ---
                                          ------            ------
Future net cash flows (deficit)            1,195             1,622
10% annual discount for estimated
  timing of cash flows (deficit)            (249)              444
                                          ------            ------
Standardized measure of discounted
  future net cash flows (deficit)       $    946             1,178
                                          ======            ======

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

                                           2000              1999
                                           ----              ----
                                               (in thousands)
Net changes in prices and production
  cost, including excise taxes           $  (141)            2.020
Sales and transfers of oil and gas
  produced, net of production costs         (240)              (95)
Net change due to revisions,
  extensions, and discoveries                ---               ---
Net change due to purchase (sales) of
  minerals-in-place                           (5)              ---
Development cost incurred during the
  period                                     ---                 9
Accretion of discount                        118               (58)
 Change in production rates (timing)
  and other                                   36              (114)
                                           -----             -----
                                         $  (232)            1,762
                                           =====             =====
</TABLE>

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


<PAGE>         28

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


         Not applicable.










<PAGE>         29
                                    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    64   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  69   Director, Retired;  Bond         1972
                         Salesman, Thomson McKinnon
                         Securities, 1983-1988.

Arlys C. Milan      46   Vice President of Petrol since   1994
                         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         64     See "Directors" above.

Arlys C. Milan           46     See "Directors" above.

Jimmy S. Foster          57     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.

     (c)  Significant Employees.

              None.

     (d)  Family Relationships.

              None.

     (e)  Business Experiences.

              See (a) and (b) above.



<PAGE>         30

     (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 Other
Position           Year  Salary($)  Bonus($)  Compensation($)  Awards($)    SARs(#)   Payouts       ($)
---------          ---   ---------  --------  ---------------  ---------   --------   -------   ------------
<C>                <S>    <C>        <C>          <C>            <C>         <C>         <C>      <C>
Joseph M. Rodano,  1999   125,000     -            -              -           -           -        -
President, Chief   2000    68,502     -            -              -           -           -        -
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, 2000 and 1999 to Mr. Rodano.

<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 $
----  -------   ----------   -----------  ----------      -----         ------        ---------------
<C>   <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, 200 or 1999 and did not have any unexercised options at
the fiscal year-end.



<PAGE>         31


<TABLE>
              AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR
                          AND FY-END OPTION/SAR VALUES

                                                                    Value of Unexercised
                                      Number of Exercised             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, 2000
and 1999 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                         Maximum
Name         (#)                  or Payout          ($ or#)    ($ or #)  ($ or #)
----   -----------------   -----------------------   ---------  --------  --------
<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 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.  Fees were accrued in 1996, but none
were accrued in 1997, 1998, 1999 or 2000.

     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 30, 2001, 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      556,325 (direct)         35.0%

     (b) The following table sets forth, as of March 30, 2001, 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:

<PAGE>         32

Name of                Amount and Nature        Percent
Beneficial Owner     of Beneficial Ownership    of Class
---------------      -----------------------    --------
Joseph M. Rodano         556,325 (direct)        35.0%

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>         33

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
                   2000.





















<PAGE>         34


                                   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.


                                             s/Joseph M. Rodano
March  30 , 2001                    By: ____________________________
                                              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.



                                     s/Joseph M. Rodano
March  30 , 2001               ___________________________
                               Joseph M. Rodano - Director

                                     s/Robert Bontempi
March  30 , 2001               ___________________________
                               Robert Bontempi - Director

                                     s/Arlys C. Milan
March  30 , 2001               ____________________________
                                Arlys C. Milan - Director