SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                (Amendment No. 1)


[x]      ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 for the fiscal year ended December 31, 2001 or
                                                        -----------------

[ ]      TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE  ACT OF 1934 for the  transition  period from
                            to                    Commission file number 0-5704
         ------------------    -------------------                       ------

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

           Delaware                                               75-1362284
---------------------------------------------------          -------------------
(State of other jurisdiction                                   (I.R.S. Employer
of incorporation or organization)                            Identification No.)


8080 N. Central Expressway, Suite 660, Dallas, TX                 75206
---------------------------------------------------           ------------------
(Address of principal executive offices)                       (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:  NONE

Securities registered pursuant to Section 12(g) of the Act:

                          Common Stock - $.10 Par Value
               ------------------------------------------------
                                (Title of class)

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 by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of the registrant's knowledge, in any amendment to this Form 10-K. [ x ]

The number of shares outstanding of the Registrant's $.10 par value common stock
as of April 15, 2002 was 4,880,368 shares.

Pursuant to this Form 10-K(A), the registrant provides Part III of Form 10-K for
2001. Besides this addition of Part III information, no other changes have been
made to the Form 10-K for 2001.


<PAGE>


                                    Part III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF
          MAYNARD OIL COMPANY

Information about each director of the Company follows:

                                      Position with Company, Business
      Names                   Age     Experience and other Directorships
      -----                   ---     ----------------------------------

Ralph E. Graham               82      Director of the Company since 1993.
                                      Independent oil and gas producer.

James G. Maynard              76      Chief  Executive  Officer and Chairman of
                                      the Board of the Company  since its
                                      incorporation in 1971.

Robert B. McDermott           74      Director of the Company since 1971.
                                      Business Consultant.

Fred L. Oliver                78      Director of the Company  since 2001.
                                      Independent  consulting  geologist  and
                                      engineer.

Certain information concerning the executive officers of the Company is set
forth below:

                      EXECUTIVE OFFICERS OF THE REGISTRANT

         Name                       Position                Age           Since
         ----                       --------                ---           -----

James G. Maynard           Chairman of the Board,            76            1971
                           Chief Executive Officer
                           and Treasurer

Glenn R. Moore             President and Chief               64            1982
                           Operating Officer

L. Brent Carruth           Executive Vice President          68            1984
                           of Operations

Kenneth W. Hatcher         Executive Vice President          58            1983
                           of Finance

Linda K. Burgess           Vice President of                 53            1984
                           Accounting and
                           Corporate Secretary


<PAGE>

Cassondra Foster           Vice President of Land            59            1999

Jerry G. Keen              Vice President of                 53            1999
                           Engineering

         Mr.  Maynard has been a director  since 1971 and engaged in oil and gas
exploration  as an  independent  operator  and private  investor for the past 40
years.

         Mr. Moore has over 35 years  experience in domestic and foreign oil and
gas exploration and production.  Prior to joining the Company in November, 1982,
Mr. Moore served as President of Shannon Oil and Gas, Inc. and Hanover Petroleum
Corporation.

         Mr.  Carruth  has over 35 years of  petroleum  engineering  experience.
Prior to joining the Company in  January,  1984,  he served for one year as Vice
President of Operations of Cordova Resources.  Preceding that, Mr. Carruth was a
petroleum  consultant  for three years and served as Manager of  Engineering  of
Texas Pacific Oil Company for eight years.

         Mr. Hatcher has over 35 years of finance and  accounting  experience in
the oil and gas industry and is a Certified Public Accountant.  Prior to joining
the  Company in  February,  1983,  Mr.  Hatcher  served as  Controller  and Vice
President  of  Finance  of  Shannon  Oil and Gas,  Inc.  for three  years and as
Controller and Vice President of Hanover Petroleum Corporation for four years.

         Ms.  Burgess  has in  excess  of 30  years  of oil and  gas  accounting
experience.  Prior to joining the Company in May,  1984,  Ms.  Burgess served as
Controller for  Trans-Western  Exploration Inc. for four years and as Controller
for Energy Resources Oil and Gas for three years.

         Ms. Foster has over 30 years of petroleum land  management  experience,
joining Maynard Oil Company's Land Department in 1974.  Prior to that Ms. Foster
was a Title Analyst for Texas Oil & Gas.

         Mr. Keen has over 30 years of petroleum engineering  experience and has
been employed by Maynard Oil Company since 1984.



<PAGE>



                         ITEM 11. EXECUTIVE COMPENSATION

         The table below sets forth certain  information  concerning  the annual
and long-term compensation for services in all capacities to the Company for the
three years ended  December 31, 2001, of those persons who were, at December 31,
2001 (i) the  chief  executive  officer,  and (ii) its four  other  most  highly
compensated executive officers ("named executive officers").

<TABLE>

                           SUMMARY COMPENSATION TABLE
<CAPTION>

                                                            Annual Compensation(1)
                                          -----------------------------------------------------
Name and Principal                        Fiscal                                All Other
Position                                  Year       Salary(2)    Bonus(3)      Compensation(4)
----------------------                    ----       --------     --------      ---------------

<S>                                        <C>        <C>             <C>        <C>
James G. Maynard                           2001       $115,500       -0-         $11,550  (5)
Chairman of the Board,                     2000        114,231       -0-          11,424
  Chief Executive                          1999        106,515       -0-          10,652
  Officer and
  Treasurer

Glenn R. Moore                             2001        197,996       9,923        17,000  (6)
President                                  2000        186,923       9,450       473,310
                                           1999        173,892       -0-          16,000

L. B. Carruth                              2001        161,870       8,153        17,000  (7)
Executive Vice President                   2000        153,592       7,765       252,250
  of Operations                            1999        146,785       7,395        14,678

Kenneth W. Hatcher                         2001        152,096       7,602        16,694  (8)
Executive Vice President                   2000        142,308       7,240       228,365
  of Finance                               1999        132,904       6,700        13,290

Jerry G. Keen                              2001        127,416       6,202       244,265  (9)
Vice President of                          2000        116,827       5,906        12,246
  Engineering                              1999        111,653       5,625        11,166


(1)     The Company does  not maintain a "long term incentive plan" as that term
        is defined in the applicable rules.

(2)     Includes amounts deferred under the Company's Thrift Investment Plan.

(3)     Includes bonus  awards earned  for performance in  the fiscal  year even
        though such amounts could be payable in subsequent years.

(4)     Totals shown  consist of the  Company's  contributions  to (i) the Stock
        Participation Plan as enumerated in the table below, (ii) the Retirement
        Plan in the  amount of 5% of  annual  salary  for  1999,  2000 and 2001,
        unless  otherwise  specified below and (iii) the Thrift  Investment Plan
        for the remainder.


<PAGE>

(5)     During 2001, $5,775 was accrued in the Retirement Plan and $5,775 in the
        Thrift Investment Plan on behalf of Mr. Maynard.

(6)     During 2001, $8,500 was accrued in the Retirement Plan and $8,500 in the
        Thrift Investment Plan on behalf of Mr. Moore.

(7)     During 2001, $8,500 was accrued in the Retirement Plan and $8,500 in the
        Thrift Investment Plan on behalf of Mr. Carruth.

(8)     During 2001, $8,347 was accrued in the Retirement Plan and $8,347 in the
        Thrift Investment Plan on behalf of Mr. Hatcher.

(9)     During 2001, $6,976 was accrued in the Retirement Plan and $6,976 in the
        Thrift Investment Plan on behalf of Mr. Keen.


</TABLE>

The table below summarizes the cash amount received by each named executive
officer for his stock participation units exercised during the year ended
December 31, 2001.

             Aggregated Stock Participation (SPAR) Exercises in 2001

                        Number of Securities Value of
                        Underlying Exercised SPARs
                        SPARs in the year ended              Exercised during
                        12/31/01 Exercised/Remaining         year ended 12/31/01
                        ----------------------------         -------------------
Maynard                            -0-                             $-0-

Moore                              -0-                              -0-

Carruth                            -0-                              -0-

Hatcher                            -0-                              -0-

Burgess                            -0-                              -0-

Keen                            11,000/0                        230,313

There were no awards of stock participation units to any employee in 2001, nor
are there any remaining unexercised SPARs due "named executive officers."



<PAGE>



                    ITEM 12. SECURITIES BENEFICIALLY OWNED BY
                      PRINCIPAL STOCKHOLDERS AND MANAGEMENT

     The table below sets forth each  stockholder  who, based on public filings,
is known to the Company to be the beneficial owner of more than 5% of the Common
Stock of the Company as of April 15, 2002. On April 15, 2002,  4,880,368  shares
of the Company's Common Stock were issued and outstanding.

         Name of Beneficial Owner          Number of Shares(1)  Percent of Class
         ------------------------          -------------------  ----------------
         James G. Maynard                        2,756,596(2)        56.48
         9933 Lawler Avenue
         Suite 344
         Skokie, IL 60077

         Franklin Resources, Inc. (3)              465,000            9.53
         777 Mariners Island Blvd.
         San Mateo, CA 94404

         Dimensional Fund Advisors Inc. (4)        394,000            8.07
         1299 Ocean Avenue
         11th Floor
         Santa Monica, CA 90401

         FMR Corp. (5)                             488,000           10.00
         82 Devonshire Street
         Boston, MA 02109

         Robert B. McDermott                         5,000            0.10
         Ralph E. Graham                             2,200            0.05
         Fred L. Oliver                              2,000            0.04
         Glenn R. Moore                               --               --
         L. Brent Carruth                             --               --
         Kenneth W. Hatcher                           --               --
         Jerry G. Keen                                --               --
All directors and executive
officers as a group
(10 persons)                                     2,765,796           56.67


(1)      In  accordance   with   regulations  of  the  Securities  and  Exchange
         Commission,  stock ownership  reflects shares with respect to which the
         director,  nominee,  principal  stockholder  or  executive  officer has
         voting power or investment power, or has a right to acquire such power.
         Each director,  nominee, principal stockholder or executive officer has
         both sole voting  power and sole  investment  power with respect to the
         shares set forth in the table.  Beneficial  ownership is  disclaimed by
         each director,  nominee,  principal stockholder or executive officer of
         shares listed of which he or it would not, but for Rule 13d-3 under the
         Securities Exchange Act of 1934, be deemed to be the beneficial owner.

(2)      Includes  300,000 shares held of record by a corporation  controlled by
         Mr. Maynard; 10,000 shares held of record by Joan B. Maynard, spouse of
         James G. Maynard, as trustee of a trust for her benefit;  and 2,446,596
         shares  held of record by Mr.  Maynard,  as  trustee of a trust for his
         benefit.


<PAGE>

(3)      According  to a  Form  13G  dated  February  2,  2001  filed  with  the
         Securities and Exchange Commission, these shares are beneficially owned
         by one or more open or closed-end investment companies or other managed
         accounts which are advised by direct and indirect  investment  advisory
         subsidiaries (the "Adviser  Subsidiaries") of Franklin Resources,  Inc.
         ("FRI"). Such advisory contracts grant to such Adviser Subsidiaries all
         investment  and/or  voting  power  over  the  securities  owned by such
         advisory clients, and therefore, the Adviser Subsidiaries may be deemed
         to be the beneficial owner of the shares listed above.

         Additionally, Charles B. Johnson and Rupert H. Johnson, Jr. each own in
         excess  of 10% of the  outstanding  Common  Stock  of FRI  and  are the
         principal  shareholders  of FRI and may be deemed to be the  beneficial
         owner  of  shares  held  by  persons  and   entities   advised  by  FRI
         subsidiaries.

(4)      According  to a  Form  13G  dated  January  30,  2002  filed  with  the
         Securities and Exchange  Commission,  Dimensional  Fund Advisers,  Inc.
         ("Dimensional"),  a registered investment adviser, furnishes investment
         advice to four investment companies and serves as investment manager to
         certain other investment  vehicles,  including  commingled group trusts
         and separate accounts(these investment companies,  trusts, and accounts
         are  the  "Funds").  In its  role as  investment  adviser  or  manager,
         Dimensional  possesses  both voting  and/or  investment  power over the
         shares owned by the Funds and may be deemed to be the beneficial  owner
         of such shares.

(5)      According  to a Form  13G  dated  February  14,  2002  filed  with  the
         Securities  and Exchange  Commission,  FMR Corp. is the parent  holding
         company  which has the  right to  receive  or the  power to direct  the
         receipt  of  dividends  or the  proceeds  from  the  sale of the  above
         referenced  securities  through its  wholly-owned  subsidiary  Fidelity
         Management  &  Research  Company  ("Fidelity"),  on behalf of  Fidelity
         Low-Priced Stock Fund, a registered  investment  company,  and as such,
         FMR and  Fidelity may be deemed to be the  beneficial  holder's of such
         shares.  Additionally,  Edward C. Johnson,  3d, Abigail P. Johnson, and
         members of the Edward C. Johnson,  3d family are the predominant owners
         of  common  stock of FMR Corp.  and may be deemed to be the  beneficial
         owners of shares held by persons and/or entities advised by FMR Corp.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         None


<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                  MAYNARD OIL COMPANY


                                                  By    \s\   Kenneth W. Hatcher
                                                     ---------------------------
                                                              Kenneth W. Hatcher
                                                     Executive Vice President of
                                                    Finance (Principal Financial
                                                      and Accounting officer and
                                                        Duly Authorized Officer)


Date:  April 29, 2002