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   June 30, 1997              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 August 6, 1997.


                4,889,450 shares of common stock, par value $0.10


                      MAYNARD OIL COMPANY AND SUBSIDIARIES

            Index to Consolidated Financial Statements and Schedules


                                                                            Page

Part I.   Financial Information

     Consolidated Balance Sheets
          June 30, 1997 and December 31, 1996

     Consolidated Statements of Operations
          Six Months and Three Months ended
          June 30, 1997 and 1996

     Consolidated Statements of Shareholders' Equity
          Six Months ended June 30, 1997

     Consolidated Statements of Cash Flows
          Six Months ended June 30, 1997 and 1996

     Notes to Consolidated Financial Statements

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


Part II.  Other Information

     Item 4.   Submission of Matters to a Vote of
               Security Holders

     Item 6.   Exhibits and Reports on Form 8-K


  Signatures

<TABLE>
                      MAYNARD OIL COMPANY AND SUBSIDIARIES
                           Consolidated Balance Sheets
<CAPTION>
                                              June 30,       December 31,
                                                1997             1996
                                             (Unaudited)       (Audited)
<S>                                          <C>             <C>
ASSETS
Current assets:
  Cash and cash equivalents                  $21,706,483     $21,817,447 
  Accounts receivable, trade                   3,169,544       4,274,439 
  Other current assets                           616,446         585,021 
       Total current assets                   25,492,473      26,676,907 

Property and equipment, at cost:
  Oil and gas properties, successful
    efforts method                           105,056,883     103,223,604 
  Other property and equipment                   565,663         540,736 
                                             105,622,546     103,764,340 
  Less accumulated depreciation and
    amortization                             (52,642,411)    (49,183,946)
       Net property and equipment             52,980,135      54,580,394 

                                            $ 78,472,608   $  81,257,301 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Current installments of long-term debt    $  5,000,000   $   5,000,000 
  Accounts payable                             3,036,058       3,592,404 
  Accrued expenses                             2,083,366       1,710,681 
  Income taxes payable                           105,234       3,431,476 
       Total current liabilities              10,224,658      13,734,561 

Deferred income taxes                          2,474,000       2,219,000 

Long-term debt                                13,750,000      16,250,000 

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;
     4,889,450 shares issued and
     outstanding                                 488,945         488,945 
  Additional paid-in capital                  18,831,138      18,831,138 
  Retained earnings                           32,703,867      29,733,657 
       Total shareholders' equity             52,023,950      49,053,740 

Contingencies and commitments               $ 78,472,608    $ 81,257,301 


See accompanying Notes to Consolidated Financial Statements.

</TABLE>

<TABLE>
                                                  MAYNARD OIL COMPANY AND SUBSIDIARIES
                                                 Consolidated Statements of Operations
<CAPTION>
                                                            Six Months ended                      Three Months ended
                                                                June 30,                               June 30,
                                                         1997             1996                   1997            1996
<S>                                                  <C>              <C>                   <C>             <C>
Revenues:
   Oil and gas sales                                 $13,976,736      $14,875,602            $ 6,207,323     $ 7,608,837 
   Interest and other                                    586,924          232,372                314,493         168,056 
   Gain on disposition of assets                          57,292          481,244                 55,260         480,583 
                                                      14,620,952       15,589,218              6,577,076       8,257,476 

Costs and expenses:
   Operating expenses                                  4,952,188        5,026,735              2,500,111       2,555,494 
   Exploration, dry holes
       and abandonments                                  390,760          185,667                316,512          84,919 
   General and administrative                            661,406          521,406                344,208         264,919 
   Depreciation and amortization                       3,492,265        4,728,290              1,792,265       2,302,516 
   Interest and other                                    684,123          914,486                332,597         460,448 
                                                      10,180,742       11,376,584              5,285,693       5,668,296 

      Income before income taxes                       4,440,210        4,212,634              1,291,383       2,589,180 

Income tax expense                                     1,470,000        1,250,000                435,000         770,000 

      Net income                                     $ 2,970,210      $ 2,962,634           $    856,383      $1,819,180 

Weighted average number of common
     shares outstanding                                4,889,450        4,889,851              4,889,450       4,889,747 

Net income per common share                                 $ .61            $ .61                 $ .18          $ .37


See accompanying Notes to Consolidated Financial Statements.

</TABLE>

<TABLE>
                                                  MAYNARD OIL COMPANY AND SUBSIDIARIES
                                             Consolidated Statements of Shareholders' Equity
                                                     Six Months Ended June 30, 1997
                                                               (Unaudited)
<CAPTION>
                                                                        Additional
                                              Common Stock                Paid-in
                                                                          Capital           Retained
                                         Shares          Amount           Amount            Earnings            Total
<S>                                     <C>             <C>            <C>               <C>                 <C>
Balance at December 31, 1996            4,889,450       $488,945       $18,831,138        $29,733,657         $49,053,740

  Net income                                --              --              --              2,970,210           2,970,210

Balance at June 30, 1997                4,889,450       $488,945       $18,831,138        $32,703,867         $52,023,950

                                                                                  
See accompanying Notes to Consolidated Financial Statements.

</TABLE>
 

<TABLE>
                       MAYNARD OIL COMPANY AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
<CAPTION>
                                                  Six Months Ended June 30,
                                                     1997          1996
<S>                                               <C>          <C>
Cash flows from operating activities:
   Net income                                     $2,970,210   $2,962,634 
   Adjustments to reconcile net income to net
    cash provided by operating activities: 

    Depreciation and amortization                  3,492,265    4,728,290 
    Deferred income taxes                            255,000     (200,000)
    Exploration, dry holes and abandonments          390,760      170,349 
    Current year costs of dry holes and   
      abandonments                                  (390,760)     (80,641)
    (Gain) on disposition of assets                  (57,292)    (481,244)
    (Increase) decrease in current assets:
      Accounts receivable                          1,104,895   (1,205,041)
      Prepaid expenses and other current assets      (31,425)      69,898 
    Increase (decrease) in current liabilities:
      Accounts payable                              (556,346)     414,267 
      Accrued expenses                               372,685      321,298 
      Income taxes payable                        (3,326,239)     570,901 

      Net cash provided by
        operating activities                       4,223,753    7,270,711 

Cash flows from investing activities:
   Proceeds from disposition of assets                65,662    1,393,989 
   Additions to property and equipment            (1,900,379)  (1,068,473)

      Net cash provided (used) by
        investing activities                      (1,834,717)     325,516 

Cash flows from financing activities:
   Principal payments on long-term debt           (2,500,000)  (2,312,500)
   Purchase of common stock                            --          (1,891)

      Net cash provided (used) by
        financing activities                      (2,500,000)  (2,314,391)

Net increase (decrease) in cash and
  cash equivalents                                  (110,964)   5,281,836 

Cash and cash equivalents at beginning of year    21,817,447    6,138,903 

Cash and cash equivalents at end of period      $ 21,706,483 $ 11,420,739 


See Accompanying Notes to Consolidated Financial Statements.

</TABLE>


                      MAYNARD OIL COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997

1.   In  the  opinion of  management,  the  accompanying unaudited  consolidated
     financial statements  contain all adjustments, consisting  of all recurring
     adjustments, necessary  to present fairly the  Company's financial position
     as of  June 30, 1997 and December  31, 1996, the results  of operations for
     the six months  ended June 30, 1997  and 1996 and changes in  cash and cash
     equivalents for the six months ended June 30, 1997 and 1996.

     The accounting policies followed by  the Company are set forth in Note 1 to
     the  Company's  financial   statements  in  the   1996  Annual  Report   to
     Shareholders.

2.   Net income  for the  six  months ended  June 30,  1997  is not  necessarily
     indicative of  the results  of the  operations of  Maynard Oil  Company and
     Subsidiaries for the year ending December 31, 1997, and is subject to audit
     adjustments at year-end.

3.   Net income  per common share  is based  on the weighted  average number  of
     shares outstanding in each period, which was 4,889,450 and 4,889,851 shares
     at June 30, 1997 and 1996, respectively.

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

                             Six Months Ended          Three Months Ended
                                 June 30,                   June 30,
                             1997        1996           1997        1996

     Current                 $1,215    $1, 450          $ 315     $1,050 
     Deferred (benefit)         255       (200)           120       (280)

                             $1,470    $ 1,250          $ 435      $ 770 


                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Six Months Ended June 30, 1997 Compared to Six Months Ended June 30, 1996
-------------------------------------------------------------------------

     The  Company  reported net  income of  $2,970,210,  or sixty-one  cents per
share, on  revenues  of $14,620,952  for  the six  months  ended June  30,  1997
compared with  net  income of  $2,962,634,  or  sixty-one cents  per  share,  on
revenues of $15,589,218  for the same period  a year ago.  Earnings  for the two
six  month periods were similar in amount, but category comparisons reveal broad
variations.   Oil and gas  revenues declined 6%  due to the  loss of hydrocarbon
volumes after last year s property sales.  Oil  volumes fell 11% and gas volumes
were 29%  lower than a  year ago.   Product pricing increases  helped offset the
production   volumes lost; the  average price  received during  the current  six
months was $20.59  per barrel of oil sold  and $2.72 per thousand cubic  feet of
gas sold (mcf).  These amounts compare to $19.72 per barrel and $1.96 per mcf in
the same  six month  period a  year ago,  a 4%  and 39%  increase, respectively.
Interest  income more  than doubled  at  $586,924 due  to the  build up  of cash
balances  resulting from the prior year property dispositions and cash generated
from continuing operating  activities.   However, this interest  earned was  not
sufficient  to offset  the gains  that were recognized  from the  property sales
during the prior year. 

     Exploration  costs, which  include  dry holes  and abandonments,  increased
$205,093,  between  the two  six month  periods.   During the  1996 period,  the
Company drilled  a dry  hole and incurred  approximately $15,000  on its  three-
dimensional  seismic programs, while the  current six month  period includes the
costs  associated  with  a  dry  hole  plus  approximately  $216,000  in  three-
dimensional seismic work.

     General and administrative expenses rose almost  27% over the  prior period
reflecting the loss of  overhead reimbursement charges on properties  which were
sold last year, as well  as the accrual of  expense related to employee  phantom
stock options.

     Depreciation and  amortization expense declined  26% between the  first six
months of 1996 and 1997 due to lower production volumes.

     Interest  expense decreased  over  25% between  the  prior period  and  the
current six months because of scheduled debt payments.

Quarter Ended June 30, 1997 Compared with Quarter Ended June 30, 1996
---------------------------------------------------------------------

     For  the quarter  ended  June 30,  1997, the  Company  earned $856,383,  or
eighteen cents per  share, compared with  net income  of $1,819,180, or  thirty-
seven cents per share, for the same quarter a  year ago.  The  current quarter s
results declined  because of  reduced oil and gas  sales related to the loss  of
production  volumes attributable  to  last year s  property  sales, reduced  oil
pricing during the  second quarter of  1997, and the  gains from property  sales
which were  posted a year ago, but were nonrecurring during the current quarter.

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

     The  Company ended  its first six  months of  1997 with  working capital of
approximately  $15,268,000   compared  to   working  capital  of   approximately
$4,553,000 a  year ago.  The  improvement in working capital  is attributable to
the proceeds received from last year s  property sales and to the fact  that the
Company has  allowed its cash balance  to grow in anticipation  of an additional
acquisition of  producing properties.  At June 30, 1997 the Company's total debt
was $18,750,000,  which was utilized to  finance the acquisition of  oil and gas
properties  over the last  year and a  half.  The  Company believes that  it has
sufficient  cash  being  generated   from  operating  activities  or  additional
borrowing  capacity  to fund  its planned  development  and exploratory  work or
further property additions.


                           PART II.  OTHER INFORMATION

ITEM 4.   Submission of Matters to a Vote of Security Holders
          (a)  The Annual Meeting of Stockholders was held on May 21, 1997.
          (b)  Not applicable.
          (c)  1.  Set  forth below  is  the tabulation  of  the votes  on  each
                   nominee for election of a director:

                                                          WITHHOLD
                      NAME                  FOR           AUTHORITY

                Ralph E. Graham          4,650,296          3,255
                Robert B. McDermott      4,650,296          3,255
                James G. Maynard         4,650,296          3,255

               2.  Not applicable.

ITEM 6.   Exhibit and Reports on Form 8-K

          (a)  Exhibits:

               Exhibit 27 - Financial Data Schedule

          (b)  Reports on Form 8-K:

               None


                                   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
                                           Vice President of Finance

Dated:   August 14, 1997