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 September 30, 1996 Commission File #0-5704



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



              Delaware                                 75-1362284
       (State or other jurisdic-                     (IRS Employer
        tion 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 November 11, 1996.


                    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
          September 30, 1996 and December 31, 1995

     Consolidated Statements of Operations
          Nine Months and Three Months ended
          September 30, 1996 and 1995

     Consolidated Statements of Shareholders' Equity
          Nine Months ended September 30, 1996

     Consolidated Statements of Cash Flows
          Nine Months ended September 30, 1996 and 1995

     Notes to Consolidated Financial Statements

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

Part II.  Other Information

     Item 6.   Exhibit and Report on Form 8-K

Signatures



<TABLE>

                      MAYNARD OIL COMPANY AND SUBSIDIARIES
                           Consolidated Balance Sheets
<CAPTION>             
                                             September 30   December 31,
                                                 1996           1995
                                             (Unaudited)     (Audited) 
<S>                                          <C>            <C>
ASSETS
Current assets:
   Cash and cash equivalents                 $20,272,042    $ 6,138,903 
   Accounts receivable, trade                  4,725,176      3,297,933 
   Other current assets                          461,874        465,426 
       Total current assets                   25,459,092      9,902,262 

Property and equipment, at cost:
   Oil and gas properties, successful
     efforts method                          102,604,153    111,473,388 
   Other property and equipment                  533,353        507,953 
                                             103,137,506    111,981,341 
   Less accumulated depreciation and
    amortization                             (48,378,347)   (49,045,024)
        Net property and equipment            54,759,159     62,936,317 

                                             $80,218,251    $72,838,579 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current installments of long-term debt    $ 5,000,000    $ 4,812,500 
   Accounts payable                            3,671,638      4,126,013 
   Accrued expenses                            1,554,492        920,653
   Income taxes payable                          783,596        412,695 
       Total current liabilities              11,009,726     10,271,861 

Deferred income taxes                          2,762,510      2,212,510 
Long-term debt                                17,500,000     21,250,000 

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;
     4,889,470 and 4,889,970 shares
     issued and outstanding at September
     30, 1996 and December 31, 1995,
     respectively                                488,947        488,997 
   Additional paid-in capital                 18,831,138     18,831,138 
   Retained earnings                          29,625,930     19,784,073 
       Total shareholders' equity             48,946,015     39,104,208 

Commitments                                  $80,218,251    $72,838,579 

See accompanying Notes to Consolidated Financial Statements.

</TABLE>


<TABLE>

                                                  MAYNARD OIL COMPANY AND SUBSIDIARIES
                                                 Consolidated Statements of Operations
<CAPTION>
                                                           Nine Months ended                        Three Months ended
                                                             September 30,                            September 30,
                                                        1996               1995                  1996                1995
<S>                                                <C>                <C>                    <C>                <C>
Revenues:
   Oil and gas sales and royalties                 $22,951,258         $15,160,524             8,075,656         $ 5,056,361 
   Interest and other                                  382,661             460,633               150,289             222,550 
   Gain on sale of assets                            6,176,109           1,010,806             5,694,865             870,405 
                                                    29,510,028          16,631,963            13,920,810           6,149,316 
Costs and expenses:
   Operating expenses                                7,539,495           6,328,838             2,512,760           2,309,875 
   Exploration, dry holes and
    abandonments                                       196,691             130,407                11,024              23,426 
   General and administrative                          890,137             635,666               368,731             200,851 
   Depreciation and amortization                     7,054,655           4,960,876             2,326,365           1,725,969 
   Interest and other                                1,283,188             719,541               368,702             279,509 
                                                    16,964,166          12,775,328             5,587,582           4,539,630 

   Income before income taxes                       12,545,862           3,856,635             8,333,228           1,609,686 

Income tax expense                                   2,700,000             945,500             1,450,000             395,500 

   Net income                                      $ 9,845,862         $ 2,911,135           $ 6,883,228          $1,214,186 

Weighted average number of common
   shares outstanding                                4,889,768           4,890,801             4,889,607           4,889,912 

Net income per common share                              $2.01               $ .60                 $1.41               $ .25  


See accompanying Notes to Consolidated Financial Statements.

</TABLE>

<TABLE>

                                                  MAYNARD OIL COMPANY AND SUBSIDIARIES
                                             Consolidated Statements of Shareholders' Equity
                                                  Nine Months Ended September 30, 1996
                                                               (Unaudited)
<CAPTION>
                                                                           Additional
                                                Common Stock                 Paid-in
                                                                             Capital          Retained 
                                          Shares            Amount           Amount            Earnings            Total
<S>                                     <C>                <C>             <C>               <C>                 <C>
Balance at December 31, 1995            4,889,970          $488,997         $18,831,138       $19,784,073        $39,104,208 

    Net income                               --                --                --             9,845,862          9,845,862 
    Purchase of common stock                 (500)              (50)             --                (4,005)            (4,055)

Balance at September 30, 1996           4,889,470          $488,947         $18,831,138       $29,625,930        $48,946,015 

                                                                                       
See accompanying Notes to Consolidated Financial Statements.

</TABLE>



<TABLE>
                                                  MAYNARD OIL COMPANY AND SUBSIDIARIES
                                                  Consolidated Statements of Cash Flows

<CAPTION>                                         
                                                                                Nine Months Ended September 30,
                                                                                1996                       1995
<S>                                                                          <C>                       <C>
Cash flows from operating activities:
    Net income                                                                $9,845,862                $2,911,135 
    Adjustments to reconcile net income to net
         cash provided by operating activities: 

         Depreciation and amortization                                         7,054,655                 4,960,876 
         Deferred income taxes                                                   550,000                   150,000 
         Dry holes and abandonments                                              180,224                    95,684 
         Current year costs of dry holes and   
           abandonments                                                          (90,514)                  (95,684)
         (Gain) on disposition of assets                                      (6,176,109)               (1,010,806)
         (Increase) decrease in current assets:
           Accounts receivable                                                (1,427,243)                 (179,394)
           Recoverable income taxes                                                --                      320,500 
           Inventories                                                            27,332                    54,051 
           Prepaid expenses and other current assets                             (23,780)                   12,539 
         Increase (decrease) in current liabilities:
           Accounts payable                                                     (454,375)                2,010,301 
           Accrued expenses                                                      633,839                   465,432 
           Income taxes payable                                                  370,901                   479,369 

           Net cash provided by operating
             activities                                                       10,490,792                10,174,003 

Cash flows from investing activities:
    Proceeds from disposition of assets                                        8,892,728                 3,404,198 
    Additions to property and equipment                                       (1,683,826)              (13,717,831)

           Net cash provided (used) by
             investing activities                                              7,208,902               (10,313,633)
Cash flows from financing activities:
    Proceeds from issuance of long-term debt                                       --                    9,500,000 
    Principal payments on long-term debt                                      (3,562,500)               (2,656,250)
    Purchase of common stock                                                      (4,055)                 (161,818)
    Exercise of stock options                                                      --                      108,000 

           Net cash provided (used) by
             financing activities                                             (3,566,555)                6,789,932 

Net increase in cash and cash
    equivalents                                                               14,133,139                 6,650,302 

Cash and cash equivalents at beginning of year                                 6,138,903                 5,836,389 

Cash and cash equivalents at end of period                                  $ 20,272,042               $12,486,691 


See Accompanying Notes to Consolidated Financial Statements.

</TABLE>



                      MAYNARD OIL COMPANY AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                               September  30, 1996


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 September 30, 1996 and December 31, 1995, the results of operations
     for the nine months ended September 30, 1996 and 1995 and changes in cash
     and cash equivalents for the nine months ended September 30, 1996 and 1995.

          The accounting policies followed by the Company are set forth in
          Note 1 to the Company's financial statements in the 1995 Annual Report
          to Shareholders.

2.   Net income for the nine months ended September 30, 1996 is not necessarily
     indicative of the results of the operations of Maynard Oil Company and
     Subsidiaries for the year ending December 31, 1996, 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  4,889,768 and 4,890,801
     shares at September 30, 1996 and 1995, respectively.  There is no
     difference in primary and fully diluted earnings per share since all
     outstanding stock options were exercised in 1995.

4.   During 1996, the Company sold its interest in approximately 130 producing
     wells in Texas and Oklahoma for cash proceeds of $8,892,728, realizing a
     gain totaling $6,176,109.  This gain was generated through transactions
     with seven separate entities.

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

                         Nine Months Ended           Three Months Ended
                           September 30,                September 30,
                        1996            1995         1996            1995 

     Current          $2,150           $ 796         $ 700          $ 396 
     Deferred            550             150           750            --  

                      $2,700           $ 946        $1,450          $ 396 

6.   In March 1995, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
     for the Impairment of Long-Lived Assets and Long-Lived Assets to be
     Disposed of."  This statement requires that long-lived assets be reviewed
     for impairment whenever events or changes in circumstances indicate that
     the carrying amount of an asset may not be recoverable.  No. 121
     establishes  guidelines for determining recoverability based on future net
     cash flows from the use of the asset and for the measurement of the
     impairment loss.  Impairment loss under SFAS 121 is calculated as the
     difference between the carrying amount of the asset and its fair value. 
     Any impairment loss is recorded in the period in which the recognition
     criteria are first applied and met.

     Under the successful efforts method of accounting for oil and gas
     operations, the Company periodically assessed its proved properties for
     impairments by comparing the aggregate net book carrying amount of all
     proved properties with their aggregate future net cash flows.  At December
     31, 1995, the future net cash flows of these proved properties was $86.47
     million as compared to the net book carrying amount of $62.67 million.  The
     new statement requires the impairment review be performed at the lowest
     level of asset groupings for which there are identifiable cash flows.  In
     the case of the Company, this results in a field by field impairment
     review.

     The Company adopted SFAS 121 on January 1, 1996 recognizing a $57,000
     impairment loss which is included in depreciation and amortization expense
     on the Consolidated Statement of Operations for the nine months ended
     September 30, 1996.  The loss was recorded as the difference between the
     asset book carrying amounts and future cash flow projections, giving
     consideration to recent prices, pricing trends, probable and possible
     reserve recoveries, and discount rates.  These projections represent the
     Company's best estimate of fair value based on the information available. 

7.   Certain reclassification of 1995 accounts have been made to conform to the
     1996 presentation.


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

Nine Months Ended September 30, 1996 Compared to Nine Months Ended September 30,
1995

    The Company reported net income of $9,845,862, or two dollars and one cent
per share, on revenues of $29,510,028 for the nine months ended September 30,
1996 compared with net income of $2,911,135, or sixty cents per share, on
revenues of $16,631,963 for the same period a year ago.  Earnings for the 1996
period were favorably affected by a $6,176,109 gain from the sale of producing
properties, $1.26 per share.  The prior year nine months included a gain from
the sale of producing properties which totaled $1,010,806, or $.21 per share.

     Oil and gas revenues improved 51% between the two nine month periods
presented.  Volumes produced and prices received for each product increased as
follows:

                                               Nine Months Ended
                                       September 30,      September 30,
                                           1996               1995

        Oil Sales
          Barrels                         919,911            700,038
          Average Price                    $19.90             $17.15

        Gas Sales
          MCF (Thousand Cubic Feet)     2,368,235          2,059,217
          Average Price                    $ 1.96             $ 1.45

          On a dollar basis, operating expenses reflected an increase of
$1,210,657.  However, when converted to a net equivalent barrel basis ("NEB",
conversion of 6 mcf equal to 1 NEB), the current period reflects a thirty-three
cent per barrel reduction - $5.74 per NEB during 1996 compared to $6.07 during
1995.

          Exploration costs climbed 51% between the two nine month periods. 
During 1996, the Company impaired a portion of its undeveloped leasehold
associated with its three-dimensional seismic programs and also drilled an
exploratory dry hole, while the 1995 period included only the results of a dry
hole.

          General and administrative expenses rose 40% to reflect the accrual of
employee phantom stock options relating to an increase in the Company's common
stock price from $6.75 per share at the beginning of the year to $9.625 per
share at September 30, 1996.

          Depreciation and amortization expense, which includes an impairment of
$57,000 related to the adoption of SFAS 121 (see Note 6 to the Consolidated
Financial Statements), rose from $4.76 per NEB in 1995 to $5.37 per NEB in 1996,
a 13% increase.

          Interest expense increased from $719,541 in the 1995 period to
$1,283,188 in the current year period, reflecting the increase in bank debt from
$13,843,750 a year ago to $22,500,000 currently.

Quarter Ended September 30, 1996 Compared with Quarter Ended September 30, 1995

     For the quarter ended September 30, 1996, the Company earned $6,883,228, or
one dollar and forty-one cents per share, compared with net income of
$1,214,186, or twenty-five cents per share, for the same quarter a year ago. 
The  current quarter's results improved because the majority of the property
sales referred to in Note 4 to the Consolidated Financial Statements occurred
during this quarter and also because oil and gas revenues rose.

Liquidity and Capital Resources

    The Company ended its first nine months of 1996 with working capital of
approximately $14,449,000 compared to working capital of approximately
$6,191,000 year ago.  The improvement in working capital is attributable to the
proceeds received from the property sales mentioned above.  At September 30,
1996 the Company's total debt was $22,500,000, 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 activities.


                           PART II.  OTHER INFORMATION

ITEM 6.   Exhibit and Report on Form 8-K

          (a) Exhibit:
              Exhibit 27 - Financial Data Schedule

          (b) Report on Form 8-K:
              On October 15, 1996, the Company filed Form 8-K with the
              Securities and Exchange Commission to report the sale of
              producing oil and gas properties.  Pro forma financial
              information was included in the report.




                                   SIGNATURES

     Pursuant to the requirements 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.


                                   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: November 14, 1996