SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ending   March 31, 2002                      Commission File #0-5704
                    ------------------------------------                 -------


                               MAYNARD OIL COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



      Delaware                                             75-1362284
--------------------------------------------------------------------------------
(State or other jurisdiction                             (IRS Employer
 of incorporation)                                     Identification No.)


           8080 N. Central Expressway, Suite 660, Dallas, Texas 75206
--------------------------------------------------------------------------------

Registrant's telephone number, including area code:               (214) 891-8880
                                                                  --------------


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding  12 months,  and (2) has been  subject to such filing
requirements for the past 90 days.

                                               Yes   X    No
                                                   -----     -----

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of May 10, 2002



                4,880,368 shares of common stock, par value $0.10
                -------------------------------------------------




<PAGE>




                       MAYNARD OIL COMPANY AND SUBSIDIARY

            Index to Consolidated Financial Statements and Schedules


                                                                           Page
                                                                           ----

Part I.  Financial Information

         Consolidated Balance Sheets
                  March 31, 2002 and December 31, 2001                         3

         Consolidated Statements of Operations
                  Three Months ended March 31, 2002 and 2001                   4

         Consolidated Statement of Changes in Shareholders' Equity
                  Three Months ended March 31, 2002                            5

         Consolidated Statements of Cash Flows
                  Three Months ended March 31, 2002 and 2001                   6

         Notes to Consolidated Financial Statements                            7

         Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                          9

Part II.          Other Information

         Item 6.  Exhibits and Reports on Form 8-K
                                                                              13

Signatures                                                                    14




                                      -2-
<PAGE>


                       MAYNARD OIL COMPANY AND SUBSIDIARY
                           Consolidated Balance Sheets
                                   (Unaudited)

                                                     March 31,    December 31,
                                                  -------------   --------------
                                                       2002           2001
                                                       ----           ----
ASSETS
Current assets:
   Cash and cash equivalents                      $  14,917,147   $  14,277,119
   Accounts receivable, trade                         5,282,342       6,457,897
   Income taxes receivable                            1,769,928       1,769,928
   Other current assets                                 507,552         448,194
                                                  -------------   -------------
  Total current assets                               22,476,969      22,953,138
                                                  -------------   -------------

Property and equipment, at cost:
   Oil and gas properties, successful
     efforts method                                 188,812,782     188,246,168
   Other property and equipment                         493,090         491,699
                                                  -------------   -------------
                                                    189,305,872     188,737,867
   Less accumulated depreciation and
     amortization                                  (107,604,408)   (104,457,017)
                                                  -------------   -------------
        Net property and equipment                   81,701,464      84,280,850
                                                  -------------   -------------

                                                  $ 104,178,433   $ 107,233,988
                                                  =============   =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current installments of long-term debt         $   7,650,000   $   7,650,000
   Accounts payable                                   3,503,109       5,962,824
   Accrued expenses                                   1,031,563         746,806
   Income taxes payable                                 727,352         513,352
                                                  -------------   -------------
        Total current liabilities                    12,912,024      14,872,982
                                                  -------------   -------------

Deferred income taxes                                 3,248,000       3,110,000

Long-term debt                                       15,300,000      17,212,500

Shareholders' equity:
   Preferred stock of $.50 par value
       Authorized 1,000,000 shares; none issued            --              --
   Common stock of $.10 par value
       Authorized 20,000,000 shares;
       4,880,368 shares issued and outstanding          488,037         488,037
   Additional paid-in capital                        18,831,138      18,831,138
   Retained earnings                                 53,399,234      52,719,331
                                                  -------------   -------------
        Total shareholders' equity                   72,718,409      72,038,506
                                                  -------------   -------------

Contingencies and Commitments
                                                  $ 104,178,433   $ 107,233,988
                                                  =============   =============

See accompanying Notes to Consolidated Financial Statements.




                                      -3-
<PAGE>

                       MAYNARD OIL COMPANY AND SUBSIDIARY
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                    Three Months ended March 31,
                                                    ----------------------------
                                                         2002           2001
                                                         ----           ----
Revenues:
   Oil and gas sales and royalties                   $ 9,500,977     $17,259,059
   Interest and other                                     68,848         247,151
   Gain on disposition of assets                          19,558          13,901
                                                     -----------     -----------
                                                       9,589,383      17,520,111
                                                     -----------     -----------

Costs and expenses:
   Operating expenses                                  4,089,869       4,449,893
   Exploration, dry holes
        and abandonments                                     580           8,956
   General and administrative                          1,050,681         770,980
   Depreciation and amortization                       3,213,549       3,116,905
   Interest and other                                    202,801         603,107
                                                     -----------     -----------
                                                       8,557,480       8,949,841
                                                     -----------     -----------

         Income before income taxes                    1,031,903       8,570,270
                                                     -----------     -----------

Income tax expense                                       352,000       2,897,057
                                                     -----------     -----------

         Net income                                  $   679,903     $ 5,673,213
                                                     ===========     ===========

Weighted average number of common shares
   outstanding                                         4,880,368       4,880,463
                                                     ===========     ===========

Net income per common share                          $      0.14     $      1.16
 (basic and diluted)                                 ===========     ===========



See accompanying Notes to Consolidated Financial Statements


                                      -4-
<PAGE>

<TABLE>

                                               MAYNARD OIL COMPANY
                                    Consolidated Statement of Shareholders' Equity
                                            Three Months Ended March 31, 2002
<CAPTION>



                                                                                       Additional                        Common
                                                 Comprehensive        Retained           Paid-in          Common          Stock
                                  Total              Income           Earnings           Capital          Stock          Shares
                               -----------------------------------------------------------------------------------------------------

<S>                              <C>                   <C>            <C>               <C>                <C>            <C>
Balance at December 31, 2001     $ 72,038,506                         $ 52,719,331      $ 18,831,138       $488,037       4,880,368
Comprehensive Income:
      Net income                      679,903          $ 679,903           679,903
                               ---------------  =================  ----------------  ----------------  -------------  --------------

Balance at March 31, 2002        $ 72,718,409                         $ 53,399,234      $ 18,831,138       $488,037       4,880,368
                               ===============                     ================  ================  =============  ==============


See accompanying Notes to Consolidated Financial Statements

</TABLE>



                                      -5-
<PAGE>

<TABLE>

                              MAYNARD OIL COMPANY
                     Consolidated Statements of Cash Flows
                                   (Unaudited)
<CAPTION>

                                                                Three Months Ended March 31,
                                                               -----------------------------
                                                                    2002            2001
                                                                    ----            ----
<S>                                                            <C>             <C>
Cash flows from operating activities:
     Net income                                                $    679,903    $  5,673,213
     Adjustments to reconcile net income to net
            cash provided by operating activities:

            Depreciation and amortization                         3,213,549       3,116,905
            Deferred income taxes                                   138,000         841,000
            Dry holes and abandonments                                 (393)           --
            Current year costs of dry holes and
                abandonments                                            393            --
           (Gain) loss on disposition of assets                     (19,558)        (13,901)
     (Increase) decrease in current assets:
                Accounts receivable                               1,175,555         231,553
                Other current assets                                (59,358)         28,123
      Increase (decrease) in current liabilities:
              Accounts payable                                   (2,459,715)     (2,866,828)
              Accrued expenses                                      284,757         864,943
              Income taxes payable                                  214,000       1,847,000
                                                               ------------    ------------

              Net cash provided by operating
                activities                                        3,167,133       9,722,008
                                                               ------------    ------------

Cash flows from investing activities:
      Proceeds from disposition of assets                            20,065          14,859
      Additions to property and equipment                          (634,670)    (12,199,457)
                                                               ------------    ------------

             Net cash used by investing
               activities                                          (614,605)    (12,184,598)
                                                               ------------    ------------

Cash flows from financing activities:
      Principal payments on long-term debt                       (1,912,500)     (1,912,500)
      Purchase and retirement of common stock                          --            (2,140)
                                                               ------------    ------------

            Net cash used by financing
              activities                                         (1,912,500)     (1,914,640)
                                                               ------------    ------------

Net increase (decrease) in cash and cash
   equivalents                                                      640,028      (4,377,230)

Cash and cash equivalents at beginning of year                   14,277,119      21,228,040

Cash and cash equivalents at end of period                     $ 14,917,147    $ 16,850,810
                                                               ============    ============

See accompanying Notes to Consolidated Financial Statements

</TABLE>


                                      -6-
<PAGE>

                       MAYNARD OIL COMPANY AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                                 March 31, 2002

Note 1  Unaudited Financial Statements

         The  accompanying  consolidated  financial  statements  of Maynard  Oil
         Company (the "Company") have been prepared in accordance with generally
         accepted accounting  principals,  pursuant to the rules and regulations
         of the Securities and Exchange  Commission included in the instructions
         to  Form  10-Q  and  Article  10  of  Regulation   S-X.  The  financial
         information  included  herein  is  unaudited  but,  in the  opinion  of
         management,  contains  all  adjustments,  consisting  of all  recurring
         adjustments,  necessary  to  present  fairly  the  Company's  financial
         position as of March 31, 2002 and the  results of  operations  and cash
         flows for the three months ended March 31, 2002.  The December 31, 2001
         consolidated  balance  sheet data was derived  from  audited  financial
         statements,  but does not include all disclosures required by generally
         accepted accounting principles.

         The accounting policies followed by the Company are set forth in Note 1
         to the Company's  financial  statements in the 2001 report on Form 10-K
         filed with the Securities and Exchange Commission.

Note 2  Earnings Per Share

         Net  income per common share is based on the weighted average number of
         shares  outstanding in each period.  As of March 31, 2002 and 2001, the
         Company had no potentially dilutive common shares, and therefore, basic
         and diluted earnings per common share were the same.

Note 3  Potential Merger

         On April 25, 2002, the Company issued a press release  announcing  that
         it had signed a merger  agreement with Plantation  Petroleum  Holdings,
         LLC. Pursuant to this agreement,  Maynard Oil stockholders will receive
         $17.00 cash for each of the 4,880,368 shares outstanding. The boards of
         both  companies  have  approved  the  transaction,  which is subject to
         approval by a majority  of Maynard  stockholders.  Stockholders  owning
         approximately  56% of the  Company's  common  shares  outstanding  have
         stated their intention to vote in favor of the merger.

         Currently,  Maynard  Oil stock is listed  on  NASDAQ.  Since all of the
         Maynard  stock  outstanding  immediately  before  the  merger  will  be
         cancelled in exchange for the right to receive cash, Maynard Oil common
         stock  will be  delisted  from  NASDAQ,  if the  merger  is  completed.
         Additionally,  Plantation  intends to  terminate  the  registration  of
         Maynard Oil common  stock under the  Securities  Exchange  Act of 1934,
         meaning  that the Company  will no longer be  required to file  various
         reports, such as Forms 10-K and 10-Q with the SEC.



                                      -7-
<PAGE>


Note 4 Income Taxes

         The provision for income taxes consists of the following  (thousands of
         dollars):

                                            Three Months Ended
                                                  March 31
                                                  --------
                                          2002             2001
                                          ---------------------

         Federal:
            Current                     $  214           $2,056
            Deferred                       138              841
                                        ------           ------
                                        $  352           $2,897
                                        ======           ======

Note 5 Commitments and Contingencies

         In  connection  with the merger  agreement  referred  to in Note 3, the
         Company had previously entered into contracts with its personnel, which
         provided  incentive  bonuses  and  retention  arrangements  that  total
         approximately   $5,000,000.   The  incentive   bonuses  require  double
         triggering  events,  beginning with the  consummation  of a merger,  at
         which time,  one-half  of the  incentive  bonus  becomes  payable.  The
         balance  due  under  these  incentive  bonus  contracts,  approximately
         $2,098,000, is to be paid out within one year after the merger.

         On April 1, 2002,  the first of six  monthly  installments  was paid to
         eight Company employees under the Management Retention Agreement.  This
         payment,  which  totaled  $134,167,  will be included in the  Company's
         April, 2002 general and administrative  expense category. The following
         five equal  monthly  payments will be accounted for in the same manner.
         The  six  monthly  payments  total  approximately  $805,000,  which  is
         included in the $5,000,000 referred to in the above paragraph.

         The Company is the  defendant in certain  non-environmental  litigation
         arising from  operations in the normal course of business.  While it is
         not  feasible  to  determine  the outcome of these  actions,  it is the
         Company's  opinion that the ultimate outcome of the litigation will not
         have a material adverse effect on the financial  position or results of
         the operations of the Company.

         All of the Company's operations are generally subject to Federal, state
         and  local  environmental  regulations.  To the  best  of  management's
         knowledge,  the Company is in substantial compliance with such laws and
         regulations.

Note 6 Subsequent Events

         During May,  2002,  the Company  entered  into a  derivative  financial
         instrument  (collar)  whereby the Company hedged 2,400 barrels of daily
         production  from June 1, 2002 through May 31, 2003 with a ceiling price
         of $29.19  per  barrel and a floor  price of $20.00  per  barrel.  This
         agreement  provides for monthly financial  settlements  between the two
         parties should either the floor or ceiling amounts be exceeded.

--------------------------------------------------------------------------------

                                      -8-

<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------

OF  OPERATIONS
--------------

Quarter Ended March 31, 2002 Compared to Quarter Ended March 31, 2001
---------------------------------------------------------------------

         For the first quarter of 2002, the Company earned 14 cents per share on
revenues of  $9,589,383  compared to $1.16 per share during the first quarter of
2001 on  revenues of  $17,520,111.  Current  quarter  results  were  unfavorably
impacted by reduced revenues from the sale of oil and gas,  resulting from lower
product pricing and decreased oil production volumes.

Revenues
--------

         Oil and gas  revenues  declined  $7,758,082  between the two  quarterly
periods,  or  approximately  45%,  due  to  pricing  reductions  and  lower  oil
production  volumes.  Average oil and gas prices were $5.01 per barrel and $5.07
per thousand cubic feet of gas (mcf) lower than the same quarter a year ago. Oil
volumes decreased approximately 5% while gas volumes rose over 4% over this same
period.  Interest  income also fell  between  the two  periods  because of lower
average cash balances available for investment during the 2002 period.

Costs and Expenses
------------------

        On a net equivalent barrel basis (NEB),  lease operating  expenses were
51 cents per NEB lower  during the  current  quarter  than the first  quarter of
2001, caused primarily by lower severance taxes, which relate  proportionally to
reduced oil and gas revenues.  Decreases in expense workovers also lowered lease
operating costs for the 2002 quarter.

         The general and administrative expense category reflects an increase of
$279,701,  or  approximately  36%,  primarily  the result of costs  incurred  in
connection  with the  potential  merger  referred to in Note 3 to the  Financial
Statements.



                                      -9-
<PAGE>


         Per NEB, the current  quarter's  depreciation and  amortization  amount
increased  approximately  5% from $5.59 per NEB during the first quarter of 2001
to $5.87 per NEB during the 2002 quarter. Under the successful efforts method of
accounting,  costs  of oil  and  gas  properties  are  amortized  on a  unit  of
production method based upon estimated proved reserves.  The Company  calculates
and  applies  this  rate  on a  property  by  property  basis.  Fluctuations  in
depreciation  and  amortization  expense  can be  caused  by  variations  in the
performance of the oil and gas property, the amount invested in the property and
the hydrocarbon  reserves ultimately  recoverable from the property.  As the oil
and gas properties  and their  associated  reserves age within a company,  these
rates become more predictable and have less variance.

         Interest expense  decreased  $400,309 between the two quarterly periods
due to scheduled bank note payments and the resulting lower average  outstanding
principal  balance,  as well as lower interest rates during the current quarter.

Liquidity and Capital Resources
-------------------------------

         Cash and cash  equivalents  totaled  $14.9 million and $14.3 million at
March 31, 2002 and  December 31, 2001,  respectively.  Working  capital was $9.6
million at March 31, 2002 compared with $8.1 million at December 31, 2001.

         The following  summary  table  reflects cash flows for the three months
ended March 31, 2002 (in thousands):

              Net cash provided by operating activities:               $3,167
              Net cash used by investing activities:                      615
              Net cash used by financing activities:                    1,913

         The funds utilized for investing  activities,  approximately  $635,000,
was spent performing development work on various properties.


                                      -10-
<PAGE>

         At March 31, 2002, the Company's  long-term debt was  $15,300,000.  The
Company   believes  it  has  sufficient  cash  being  generated  from  operating
activities plus cash currently in the bank, or additional borrowing capacity, to
fund its planned drilling activities,  to make additional property acquisitions,
as well as make scheduled  debt  repayments.

Certain  Factors that Could Affect Future Operations
----------------------------------------------------

         Certain  information  contained in this report,  as well as written and
oral  statements  made or  incorporated  by  reference  from time to time by the
Company and its  representatives  in other reports,  filings with the Securities
and Exchange Commission, press releases, conferences or otherwise, may be deemed
to be  "forward-looking  statements"  within the  meaning of Section  21E of the
Securities  and  Exchange  Act of 1934  and are  subject  to the  "Safe  Harbor"
provisions  of  that  section.  Forward-looking  statements  include  statements
concerning the Company's and management's plans,  objectives,  goals, strategies
and future  operations  and  performance  and the  assumptions  underlying  such
forward-looking  statements.  These statements are based on current expectations
and involve a number of risks and  uncertainties,  including  those described in
the context of such forward-looking statements.  Actual results and developments
could differ  materially from those expressed in or implied by such  statements.
Such factors include,  among others,  the volatility of oil and gas prices,  the
Company's drilling results,  the Company's ability to compete in the acquisition
of  producing  property,   the  Company's  ability  to  replace  reserves,   the
availability  of  capital  resources,  the  reliance  upon  estimates  of proved
reserves,   operating   hazards,   uninsured  risks,   competition,   government
regulation, and other factors referenced in this Form 10-Q.

Recent Accounting Pronouncements
--------------------------------

Statement of Financial  Accounting  Standards  "SFAS" No. 143,  "Accounting  for
Asset Retirement Obligations" addresses accounting and reporting for obligations
associated with



                                      -11-
<PAGE>

the retirement of tangible long-lived assets and the associated asset retirement
costs.  SFAS No. 143 will be effective for the Company on January 1, 2003.  This
Statement  will require the fair value of the  obligation  be  recognized in the
period in which it is incurred,  if a  reasonable  estimate of fair value can be
made, and that the associated  asset  retirement costs be capitalized as part of
the carrying amount of the asset. The Company is currently  assessing the impact
of this standard.

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Risk
--------------

         The Company's  primary  commodity market risk exposure is to changes in
the pricing  applicable  to its oil  production,  which is normally  priced with
reference to a defined benchmark, such as light, sweet crude oil (WTI) traded on
the New York Mercantile  Exchange (NYMEX).  Actual prices received vary from the
benchmark depending on quality and location differentials. The markets for crude
oil historically have been volatile and are likely to continue to be volatile in
the future.

         From  time  to  time,  the  Company   enters  into   financial   market
transactions, including collars, with creditworthy counterparties,  primarily to
reduce the risk  associated with the pricing of a portion of the oil and natural
gas that it sells.  The policy is structured  to underpin the Company's  planned
revenues and results of operations.

         During 2001, the Company entered into a derivative financial instrument
whereby the Company hedged 2,000 barrels of daily  production from March 1, 2001
through  February 28, 2002 with a ceiling price of $28.18/bbl  and a floor price
of $24.00/bbl. The Company exercised its right to terminate this contract during
March,  2001 via payment of $803,000  which reduced oil and gas revenues for the
first quarter of 2001.



                                      -12-
<PAGE>

         The  Company  has  entered  into a  derivative  instrument  whereby the
Company hedged 2,400 barrels of daily  production  from June 1, 2002 through May
31,  2003 with a ceiling  price of $29.19 per barrel and a floor price of $20.00
per barrel.  As long as the average selling price for crude falls between $20.00
and $29.19 per barrel,  no cash will be exchanged.  However,  should the average
selling  price for crude oil exceed  $29.19 per  barrel,  Maynard  would owe the
counterparty  the  product of the amount in excess of $29.19  multiplied  by the
number of barrels hedged. Conversely, should the average selling price for crude
oil fall below  $20.00 per barrel,  the  counterparty  would owe the Company the
product  of the amount  below  $20.00  per  barrel  multiplied  by the number of
barrels  hedged.  While  the use of  these  derivative  instruments  limits  the
downside risk of adverse price  movements,  they may also limit future  revenues
from favorable price  movements.  The use of derivatives also involves risk that
the  counterparties  to such  instruments  will be unable to meet the  financial
terms of such contracts.

                           PART II. OTHER INFORMATION

ITEM 6:  Exhibits and Reports on Form 8-K

                  (a)      Exhibits - None

                  (b)      On April 25, 2002, the Company filed a report on Form
                           8-K reporting  that it had signed a merger  agreement
                           with Plantation Petroleum Holdings, LLC.



                                      -13-
<PAGE>



                                   SIGNATURES

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

                                         MAYNARD OIL COMPANY


                                         By: /s/ Glenn R. Moore
                                             ----------------------------------
                                             Glenn R. Moore
                                             President



                                         BY: /s/ Kenneth W. Hatcher
                                             ----------------------------------
                                             Kenneth W. Hatcher
                                             Executive Vice President of Finance



Dated: May 15, 2002










                                      -14-