<PAGE>
                           U.S. SECURITIES AND EXCHANGE COMMISSION
                                     Washington, D.C.  20549

                                          FORM 10-QSB/A

OMB Approval
OMB Number:  xxxx-xxxx
Expires:  Approval Pending
Estimated Average Burden Hours per Response:  1.0

(Mark One)

[xx] Quarterly report under Section 13 or 15(d) of the Securities Exchange
     Act of 1934

For the quarterly period ended:	June 30, 2004

[  ] Transition report under Section 13 or 15(d) of the Exchange Act

For the transition period from ___________ to __________

Commission File number:		0-3912

                              PETROL INDUSTRIES, INC.
          (Exact Name of Small Business Issuer as Specified in its Charter)

                  Nevada                             75-1282449
      (State or Other Jurisdiction of     (IRS Employer Identification Number)
       Incorporation of Organization)

         202 N. Thomas, Suite 4          Shreveport, LA  71107-6539
                        (Address of Principal Executive Offices)

                                    (318) 424-6396
                    (Issuer's Telephone Number, Including Area Code)

                                           N/A
                  (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

Check whether the issuer: (1) 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 [xx]    No [  ]

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                          DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the distribution
of securities under a plan confirmed by a court.          Yes [  ]   No [  ]

                         APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:               1,597,196

<PAGE>
<TABLE>
                              PART I:  FINANCIAL INFORMATION

Item 1.  Financial Statements.

                          PETROL INDUSTRIES, INC. & SUBSIDIARIES
                               Consolidated Balance Sheets

                                                            June 30,      December 31,
                                                              2004           2003
                                                            --------      ------------
                    ASSETS
                    ------

                                                        <c>               <c>
Current assets:
  Cash and cash equivalents	                           $   189,858           25,074
  Accounts receivable:
    Trade                                                       44,744           66,502
    Other		                                         9,498            9,498
                                                            ----------       ----------
                                                                54,242           76,000


Inventory		                                        32,646           26,681
Prepaid expenses		                                11,585            7,483
                                                            ---------- 	     ----------
          Total current assets                                 288,331          135,238
                                                            ----------       ----------

Property and equipment, at cost:
  Land                                                           7,000            7,000
  Developed and undeveloped oil and gas
    properties-successful efforts method                     3,115,630        3,204,029
  Trucks and other operating equipment                         378,606          387,429
  Furniture and fixtures                                        36,306           36,306
                                                            ----------       ----------
                                                             3,537,542        3,634,764
  Less accumulated depreciation, depletion and
    amortization                                             3,452,156        3,540,136
                                                            ----------       ----------
                                                                85,386           94,628

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

                                                           $   374,824          230,973
                                                            ==========       ==========
       LIABILITIES AND STOCKHOLDERS' DEFICIT
       -------------------------------------

Current liabilities:
  Accounts payable                                         $    49,479           65,811
  Payable to interest owners                                   318,521          310,448
  Payable to officer, net                                    1,028,258          999,735
  Notes payable	                                               266,756          269,756
  Accrued expenses                                             110,325          104,440
                                                            ----------       ----------
          Total current liabilities                          1,773,339        1,749,790
                                                            ----------       ----------

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 2003 and 2002                                           159,720          159,720
  Accumulated deficit                                       (1,558,235)      (1,678,537)
                                                            ----------       ----------
          Total stockholders' deficit                       (1,398,515)      (1,518,817)
                                                            ----------       ----------

                                                           $   374,824          230,973
                                                            ==========       ==========
</TABLE>



<PAGE>
<TABLE>

                                       PETROL INDUSTRIES, INC.

                               Consolidated Statements of Operations
                                             (unaudited)




                                           Quarter Ended             Six Months Ended
                                              June 30,                   June 30,
                                    -------------------------    -----------------------
                                        2004           2003         2004          2003
                                    -------------------------    -----------------------

                                 <c>             <c>          <c>          <c>
Revenues:
  Oil and gas sales                 $  200,390        173,457      412,475      194,208
  Other operating income                 1,286          1,598        2,521        8,959
                                     ---------      ---------    ---------    ---------
                                       201,676        175,055      414,996      203,167
                                     ---------      ---------    ---------    ---------

Expenses:
  Lease operating expense              160,637        161,429      322,285      242,627
  General and administrative            47,276         41,674       95,516       77,545
  Depreciation, depletion
    and amortization                     2,865          3,330        5,730        5,550
                                     ---------      ---------    ---------    ---------
                                       210,778        206,433      423,531      325,722
                                     ---------      ---------    ---------    ---------

         Operating loss             $   (9,102)       (31,378)      (8,535)    (122,555)
                                     ---------      ---------    ---------    ---------

Other income and (expense):
  Gain on sale of assets               148,144            ---      148,144       61,500
  Interest income                          628 	           61          631           63
  Interest expense	               (15,164)       (16,941)     (32,338)     (33,686)
                                     ---------      ---------    ---------    ---------
                                       133,608        (16,880)     116,437       27,877
                                     ---------      ---------    ---------    ---------

          Net income/(loss)         $  124,506        (48,258)     107,902       28,420
                                     =========      =========    =========    =========

Net income/(loss)per share	    $     0.08	        (0.03)        0.07          .02
                                     =========      =========    =========    =========

Average common shares
  outstanding	                     1,597,196      1,597,196    1,597,196    1,597,196
                                     =========      =========    =========    =========

</TABLE>









<PAGE>
<TABLE>
                                     PETROL INDUSTRIES, INC.

                             Consolidated Statements of Cash Flows

                            Six months ended June 30, 2004 and 2003
                                           (unaudited)



                                                                  2004          2003
                                                                  ----          ----


Operating activities:					     <c>            <c>
  Net income/(loss)	                                     $  107,902        28,420
  Adjustments to reconcile net loss to net cash
    provided (used) by operating activities:
      Depreciation, depletion and amortization                    5,730         6,660
      Gain on sale of assets                                   (148,144)      (61,500)
      Losses on retirements of property and equipment
        included in lease operating expenses                        ---           ---
     Changes in assets and liabilities:
       Decrease (increase) in accounts receivable                21,758       (33,965)
       Decrease (increase) in inventory                          (5,965)        7,262
       Increase in prepaid expenses                              (4,102)       (6,709)
       Decrease in accounts payable and accrued expenses        (10,447)      (28,836)
       Increase in payable to officer, net                       28,523        28,457
       Decrease in accrued director fees                         12,400           ---
       Increase (decrease) in payable to interest owners          8,473       (38,274)
                                                              ---------     ---------
         Net cash used by operating activities                   16,128       (98,495)

Investing activities:
  Capital expenditures                                           (3,844)       (6,561)
  Proceeds from sale of property and equipment                  155,500        61,500
                                                              ---------     ---------
         Net cash provided (used) by investing activities       151,656        54,939

Financing activities:
  Proceeds from gross borrowings                                    ---        25,000
  Repayments of gross borrowings                                 (3,000)       (5,000)
                                                              ---------     ---------
         Net cash provided by financing activities               (3,000)       20,000


Decrease in cash and cash equivalents                           164,784       (23,556)
Cash and cash equivalents at beginning of period                 25,074        47,405
                                                              ---------     ---------

Cash and cash equivalents at end of period                   $  189,858        23,849
                                                              =========     =========

</TABLE>



<PAGE>
<TABLE>

                                  PETROL INDUSTRIES, INC.

                 Consolidated Statements of Changes in Stockholders' Deficit

                          Six months ended June 30, 2004 and 2003
                                        (unaudited)



                                                            2004           2003
                                                            ----           ----


                                                    <c>              <c>
Stockholder's deficit at January 1	               $ (1,518,817)	(1,499,084)

   Prior period adjustment                                  (12,400)           ---

   Net income/(loss) for six-month period                   107,902	    28,420
                                                         ----------     ----------

Stockholder's deficit at June 30                       $ (1,398,515)	(1,470,664)
                                                         ==========     ==========

</TABLE>


<PAGE>


                                   PETROL INDUSTRIES, INC.

                        Notes to Consolidated Financial Statements
                                          (unaudited)

1.  The accompanying unaudited consolidated financial statements have been
    prepared by the Registrant in accordance with generally accepted
    accounting principles, pursuant to the rules and regulations of the
    Securities and Exchange Commission.  Certain information and footnote
    disclosures normally included in financial statements have been condensed
    or omitted pursuant to such rules and regulations, although management
    believes that the disclosures are adequate to make the information
    presented not misleading.  In the opinion of management, the  accompanying
    financial statements contain all adjustments necessary for a fair
    statement of the results for the interim periods presented.  It is
    suggested that these consolidated financial statements be used in
    conjunction with the consolidated financial statements and the notes
    thereto included in the Registrant's 2003 Annual Report on Form 10-KSB.

2.  The consolidated financial statements included herein are consolidated
    with the accounts of Petrolind Drilling Funds, Inc. and Realco, Inc., both
    wholly owned subsidiaries of the Registrant, neither of which was active
    during 2004 or 2003.

3.  Net income per share of common stock is computed on the weighted average
    number of shares outstanding during the six months ended June 30.
    Totaling the number of shares outstanding at the end of each month and
    dividing that total by the number of months determined the weighted
    average number of shares outstanding.

                              Total Number of
                             Shares Outstanding
                             2004          2003
                             ------------------

        January 31	   1,597,196    1,597,196
	February 28	   1,597,196    1,597,196
	March 31	   1,597,196    1,597,196
	April 30	   1,597,196    1,597,196
	May 31	           1,597,196    1,597,196
	June 30	           1,597,196    1,597,196

4.  The expected tax benefit resulting from operations for the first six
    months of 2004 has not been recorded because it is not expected to be
    realizable.  Additionally, there were no significant changes in the
    temporary differences that give rise to significant portions of the
    deferred tax assets and deferred tax liabilities at June 30, 2004.





<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYISIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.


     Oil and gas sales revenues increased approximately 15.5% in the second
quarter of 2004, compared to the second quarter of 2003, the result being an
approximate 35.1% increase in received oil prices.  The Company realized a net
income for the period of $124,506, or $0.08 per share, as compared to a net
loss of $48,258, or ($.03) per share, in the 2003 period.

     The Company sustained an operating loss of $9,102 in the second quarter
of 2004, compared to an operating loss of $31,378 in the prior year's second
quarter.  For the six-month period ending June 30, 2004, the Company realized
a net income of $107,902 as compared to a net income of $28,420 in the prior
year's period.

     Profitability is contingent essentially upon two factors:  increasing
production from the Company's mineral leases and increases in world oil
prices.  Management continues to explore possible approaches to increasing oil
production, including technological developments or pursuing drilling
operations.

     Oil prices averaged $36.41 per barrel during the second quarter of 2003,
compared to an average of $26.95 per barrel in the 2003 period.  For the six-
month period, oil prices averaged $34.82 per barrel in 2004 compared to $26.11
in 2003.

     The Company had cash and cash equivalents at June 30, 2004, of $189,858,
compared to $25,074 at the end of the 2003 fiscal year.  Management estimates
that it owes $318,521 from the settlement of the Horne Lease dispute with
Oryx to owners of other interests in the Horne Lease.


                              PART II.  OTHER INFORMATION
                              ---------------------------

Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities.

         None.

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

         None.








<PAGE>

                                       SIGNATURE
                                       ---------


     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.



Date:  August 11, 2003
     -------------------
                                              PETROL INDUSTRIES, INC.



                                                   s/Joseph M. Rodano
                                              By:__________________________
                                                 Joseph M. Rodano
                                                 President and Treasurer



<PAGE>

                                     CERTIFICATION
                                     -------------

    I, Joseph M. Rodano, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Petrol Industries,
    Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for the periods presented in this
    quarterly report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    have:

    a) designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this quarterly report
       is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls and
       procedures as of a date within 90 days prior to the filing date of this
       quarterly report (the "Evaluation Date"); and
    c) presented this quarterly report our conclusions about the effectiveness
       of the disclosure controls and procedures based on our Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent functions):

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to
       record, process, summarize and report financial data and have
       identified for the registrant's auditors any material weaknesses in
       internal controls; and
    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6.  The registrant's other certifying officers and I have indicated in this
    quarterly report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies and
    material weaknesses.

Date:       August 11, 2003
     --------------------------

     S/Joseph M. Rodano
-------------------------------
Joseph M. Rodano
President & Treasurer




<PAGE>

                                       CERTIFICATION
                                       -------------

    I, Arlys C. Milan, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Petrol Industries,
    Inc.;

2.  Based on my knowledge, this quarterly report does not contain any untrue
    statement of a material fact or omit to state a material fact necessary to
    make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by
    this quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all
    material respects the financial condition, results of operations and cash
    flows of the registrant as of, and for the periods presented in this
    quarterly report;

4.  The registrant's other certifying officers and I are responsible for
    establishing and maintaining disclosure controls and procedures (as
    defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
    have:

    a) designed such disclosure controls and procedures to ensure that
       material information relating to the registrant, including its
       consolidated subsidiaries, is made known to us by others within those
       entities, particularly during the period in which this quarterly
       report is being prepared;
    b) evaluated the effectiveness of the registrant's disclosure controls
       and procedures as of a date within 90 days prior to the filing date of
       this quarterly report (the "Evaluation Date"); and
    c) presented this quarterly report our conclusions about the effectiveness
       of the disclosure controls and procedures based on our Evaluation Date;

5.  The registrant's other certifying officers and I have disclosed, based on
    our most recent evaluation, to the registrant's auditors and the audit
    committee of registrant's board of directors (or persons performing the
    equivalent functions):

    a) all significant deficiencies in the design or operation of internal
       controls which could adversely affect the registrant's ability to
       record, process, summarize and report financial data and have
       identified for the registrant's auditors any material weaknesses in
       internal controls; and
    b) any fraud, whether or not material, that involves management or other
       employees who have a significant role in the registrant's internal
       controls; and

6.  The registrant's other certifying officers and I have indicated in this
    quarterly report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies and
    material weaknesses.

Date:       August 11, 2003
     ---------------------------

    s/Arlys C. Milan
--------------------------------
Arlys C. Milan
Vice President & Secretary




<PAGE>


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AND ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly Report of Petrol Industries, Inc. (the
"Company") on Form 10-QSB for the period ended June 30, 2004, as filed with
the Securities and Exchange Commission on the date hereof (the "Report), the
undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

     1)  The Report fully complies with the requirements of Section 13(a) or
         15(d) of the Securities Exchange Act of 1934; and

     2)  The information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Company.




                                                     s/Joseph M. Rodano
Dated:  August 11, 2004	                     ________________________________
      ------------------                     Joseph M. Rodano
                                             President


A signed original of this written statement required by Section 906 of the
Sarbanes-Oxley Act has been provided to Petrol Industries, Inc. and will be
retained by Petrol Industries, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.


























-11-