UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                                 (Amendment #1)


Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934

               For the quarterly period ended September 30, 2003

Commission File Number          000-13871

                           VINEYARD OIL & GAS COMPANY
       (Exact name of small business issuer as specified in its charter)

         Pennsylvania                                 25-1349204
(State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                 Identification No.)

           10299 West Main Road, North East, Pennsylvania 16428-0391
                    (Address of principal executive offices)

                                 (814) 725-8742
                          (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the preceding 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 [ X ] NO [ ]

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

                                YES [ ] NO [ X ]

        State the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:

     Common Stock, No Par Value - 5,325,562.50 shares as of December 23, 2005






                                       1




                       Statement Regarding This Amendment

We are amending our Form 10-QSB for the period ended September 30, 2003, as
previously filed on January 5, 2004, as a result of comments received from the
staff of the Securities and Exchange Commission in connection with the filing of
our Sch 13E-3 and Pre14A. We have expanded the footnote disclosure related to
SFAS 143 and made other modifications to the footnotes. In addition, we have
restated the manner in which we accounted for our asset retirement
obligation/well plugging reserve. In all other material respects, this Amended
Quarterly Report on Form 10-QSB/A is unchanged from the Quarterly Report on Form
10-QSB previously filed by the Company on January 5, 2004.





                                       2






PART 1 - ITEM 1.              FINANCIAL STATEMENTS
                            CONDENSED BALANCE SHEETS
                           VINEYARD OIL & GAS COMPANY

                                  (As Restated)


                                                September 30,    December 31,
                                                        2003            2002
                                                  (unaudited)

ASSETS
Current Assets
  Cash                                            $2,093,419      $  612,457
  Accounts receivable                              3,234,450       5,795,859
  Inventories                                         52,133          51,825
  Prepaid expenses                                    65,655         134,711 
Total Current Assets                               5,445,657       6,594,852 

Property, Plant and Equipment

  Land and land improvements                         193,680         193,680
  Building and improvements                          267,659         267,618
  Oil and gas properties                           5,885,064       5,482,134
  Drilling and other equipment                     1,239,353       1,239,353 
                                                   7,585,756       7,182,785

  Less accumulated depreciation                   (7,141,971)     (6,811,637)
                                                     443,785         371,148 

Leased Property
  Vehicle, less accumulated depreciation              22,500          33,750 
Other Assets
  Long term trade receivable                         150,000         150,000
  Cash restricted for well plugging                  253,268         252,195
  Investment in jointly-owned company                 91,360          85,245 
                                                     494,628         487,440 

TOTAL ASSETS                                      $6,406,570      $7,487,190
                                                  ===========     ===========



See notes to condensed financial statements.




                                       3






                                               September 30,   December 31,
                                                       2003           2002
                                                 (unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Accounts Payable
    Trade                                        $4,682,000      $5,043,120
    Production distribution payable                  95,394         610,190
  Accrued expenses                                   18,298          41,090
  Current portion of obligation under capital
    lease                                            11,042          10,470 
Total Current Liabilities                         4,806,734       5,704,870

Long-term liabilities
  Obligation under capital lease                     31,624          39,979
  Accrued well plugging liability                 1,021,979               - 
Total Liabilities                                 5,860,337       5,744,849


Shareholders' Equity
  Common Stock, authorized 15,000,000 shares
  without par value, issued 5,325,562.5 shares
  at September 30, 2003, at stated value of $.05    266,278         266,278

Additional paid-in capital                        4,965,430       4,965,430 
                                                  5,231,708       5,231,708

Retained earnings (deficit)                      (4,460,555)     (3,264,447)
                                                    771,153       1,967,261

Less: cost of 67,944 shares held in treasury       (224,920)       (224,920)
                                                    546,233       1,742,341 

TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY       $6,406,570     $ 7,487,190
                                                 ===========    ============


See notes to condensed financial statements.




                                       4





                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                            FOR THE NINE MONTHS ENDED
                           SEPTEMBER 30, 2003 AND 2002
                           VINEYARD OIL & GAS COMPANY

                                  (As Restated)

                                 3 Months    3 Months    9 Months     9 Months
                                    Ended       Ended       Ended        Ended
                                September   September   September    September
                                 30, 2003    30, 2002    30, 2003     30, 2002
Earned Revenues
   Gas marketing               $7,736,917  $4,791,577  $30,211,315 $16,689,871
   Well services                   22,930      11,557       61,771      44,500
   Production and royalties       138,737     121,341      423,861     316,297
   Equipment rental and
   service income                   5,034      20,982       81,980     393,198
                                7,903,618   4,945,457   30,778,927  17,443,866
Other Income
   Rent and other income           24,802      43,045       79,245      77,068
   Equity in earnings of jointly-
   owned company                   25,834      11,005       82,361      34,012
                                7,954,254   4,999,507   30,940,534  17,554,946

Cost and Expenses
   Direct costs of earned
   revenues
     Gas marketing              7,627,370   4,745,736   30,285,745  16,291,274
     Well services                 27,836      20,260       97,742      63,853
     Production                    41,301      50,060      129,805     109,237
     Equipment expenses            23,040      63,582      127,455     382,310
     Depreciation/amortization     18,589      13,220       55,891      36,313
     Accretion expense             16,993       -0-         50,979       -0-  
                                7,755,129   4,892,858   30,747,617  16,882,987

   General and Administrative     192,120     183,552      532,200     580,062
   Depreciation                     3,334       2,756       10,002      11,265
   Interest                           792       1,533        2,736       5,619
                                7,951,375   5,080,699   31,292,555  17,479,933

Net income(loss)before
cumulative effect of change
in accounting principle             2,879     (81,192)    (352,021)     75,013

Cumulative effect of change
in accounting principle
         Depreciation                -0-        -0-        275,691       -0-
         Accretion                   -0-        -0-        568,070       -0-  
                                     -0-        -0-        843,761       -0-
Net income (loss) before
income taxes                        2,879    (81,192)   (1,195,782)    75,013 

Income taxes (Note 3)                -0-         -0-           325      5,031 

Net income (loss)                   2,879    (81,192)   (1,196,107)    69,982 

Basic earnings (loss) per
  common share                       .001      (.015)        (.225)      .013 


See notes to condensed financial statements.




                                       5





                       CONDENSED STATEMENTS OF CASH FLOWS
                     VINEYARD OIL & GAS COMPANY (UNAUDITED)
              FOR THE NINE MONTHS ENDED September 30, 2003 AND 2002
                                  (As Restated)


                                3 Months    3 Months      9 Months      9 Months
                                   Ended       Ended         Ended         Ended
                               September   September     September     September
                                30, 2003    30, 2002      30, 2003      30, 2002
Cash flow from operating
  activities:

Income (loss) from operations    $ 2,879     $(81,192)  $(1,196,108)   $  69,982

Adjustments To Reconcile Net
Income to Net Cash Provided by
Operating Activities:

 Depreciation and amortization    21,923       15,976       341,584       47,578
 Accretion                        16,993            -             -      619,049
 Provision for losses on
 accounts receivable and
  inventories                     24,668        6,000        46,040       18,000

Income from investment in
jointly-owned company           ( 25,834)     (11,005)      (82,361)     (34,012)

 Changes in operating assets
 and liabilities providing
 (using) cash:
   Accounts receivable           788,723     (111,287)    2,515,369    1,922,445
   Inventories                       585       (2,793)         (308)      (6,706)
   Prepaid expenses              (27,720)     (50,293)       69,056      (17,424)
   Accounts payable             (907,987)     839,259      (875,916)  (1,110,482)
   Other current liabilities     (16,625)      53,968       (22,792)      29,514
   Deferred revenue                    -          613             -        1,902 
 Net cash provided by (used in)
   operating activities         (122,395)     659,246     1,816,542      920,797 

Cash flow from investing activities:
Capital expenditures               -0-          -0-             (41)      (9,462)

Distributions from investment
in jointly-owned company          28,396        -0-          76,246       26,856 
Net cash used in investing
activities                        28,396        -0-          76,205       17,394 

Cash flow from financing activities:
 Principal payments on borrowings (2,641)      (2,459)       (7,783)      (7,250)
Net cash (used in) financing
activities                        (2,641)      (2,459)       (7,783)      (7,250)

Increase (decrease) in cash      (96,640)     656,787     1,482,035      930,941

Cash at beginning of period    2,443,327      806,109       864,652      531,955 

Cash at end of period         $2,346,687   $1,462,896    $2,346,687   $1,462,896
                              ===========  ===========   ===========  ===========

See notes to condensed financial statements.




                                       6





                           VINEYARD OIL & GAS COMPANY
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003


1. BASIS OF PRESENTATION

        The accompanying unaudited condensed financial statements of Vineyard Oil
and Gas (the "Company") have been prepared in accordance with generally accepted
accounting principles for interim financial information and in accordance with
the instructions to Form 10-QSB and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the nine-month period ended September 30, 2003 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2003. For further information, refer to the financial statements and footnotes
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002.

2. RESTATEMENT AND NEW ACCOUNTING PRONOUCEMENTS

        In June 2001, the FASB issued SFAS 143, "Accounting for Asset Retirement
Obligations". SFAS 143 addresses obligations associated with the retirement of
tangible, long lived assets and the associated asset retirement costs. This
statement amends SFAS 19, "Financial Accounting and Reporting by Oil and Gas
Producing Companies", and is effective for the Company's financial statements
beginning January 1, 2003. This statement requires the Company to recognize a
liability for the fair value of its plugging and abandoning liability (excluding
salvage value) with the associated costs included as part of the Company's oil
and gas properties balance. As a result of a review of the Company's periodic
filings by the staff of the Division of Corporation Finance of the U.S.
Securities and Exchange Commission (the "Staff"), the Company has restated its
financial statements for the quarters ended March 31, 2003, June 30, 2003 and
September 30, 2003 to expand its disclosure of the effects of adopting SFAS 143
as of January 1, 2003 and to recognize the effects of actual adoption of SFAS
143. The material unaudited affects of the adoption, as of January 1, 2003, on
those quarters is as follows:

         Unaudited
                                                      March 31, 2003
                                                  As
                                              Originally            As
                                               Reported             restated
         Cummulative
         effect of accounting change              -0-              $   843,761

         Total Expenses                        14,066,481           14,932,537
         Net Income (Loss)                       (360,965)         ( 1,226,700)
         Earning (Loss) per share
                  Basic                            (0.068)              (0.230)
                  Diluted                          (0.068)              (0.230)
         Total Assets                          11,058,107           11,180,044
         Total Liabilities                     10,071,053           10,664,403
         Total Shareholders' Equity               987,054              515,641




                                       7




                                                    June 30, 2003
                                                 As
                                             Originally            As
                                              Reported             restated
         Cummulative
         effect of accounting change            -0-                $   -0-

         Total Expenses                      23,296,915           24,185,265
         Net Income (Loss)                     (311,335)          (1,198,987)
         Earning (Loss) per share
                  Basic                          (0.058)              (0.225)
                  Diluted                        (0.058)              (0.225)
         Total Assets                         7,197,317            7,313,952
         Total Liabilities                    6,160,632            6,770,597
         Total Shareholders' Equity           1,036,685              543,355



                                                   September 30, 2003
                                                 As
                                             Originally            As
                                              Reported             restated
         Cummulative
         effect of accounting change            -0-                $   -0-

         Total Expenses                      31,225,995           32,136,316
         Net Income (Loss)                     (286,459)          (1,196,108)
         Earning (Loss) per share
                  Basic                          (0.054)              (0.225)
                  Diluted                        (0.054)              (0.225)
         Total Assets                         6,295,237            6,406,570
         Total Liabilities                    5,233,677            5,860,337
         Total Shareholders' Equity           1,061,560              546,233

        On January 1, 2003, the Company adopted SFAS 145, "Rescission of FASB
Statements No. 4, 44, and 64, Amendment of FASB statement No. 13, and Technical
Corrections." SFAS 145 rescinds SFAS 4, "Reporting Gains and Losses from
Extinguishment of Debt, " SFAS 44, "Accounting for Intangibe Assets of Motor
Carriers" and SFAS 64, "Extinguishments of Debt made to Satisfy Sinking-Fund
Requirements" and amends SFAS No. 13, "Accounting for Leases." Statement 145
also makes technical corrections to other existing pronouncements. SFAS 4
required gains and losses from extinguishment of debt to be classified as an
extraordinary item, net of the related income tax effect. As a result of the
rescission of SFAS 4, the criteria for extraordinary items in Accounting
Principles Board Opinion No. (APB) 30, "Reporting the Results of Operations -
Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary,
Unusual and Infrequently Occurring Events and Transactions," now will be used
to classify those gains and losses. The adoption of SFAS 145 did not have any
effect on the Company's financial position, results of operations or cash flows.

        In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 is effective for the Company for
disposal activities initiated after December 31, 2002. The adoption of this
standard did not have any effect on the Company's financial position, results of
operations or cash flows.




                                       8




        In November 2002, the FASB issued FASB Interpretation No. (FIN) 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others". FIN 45's disclosure requirements
are effective for the Company's interim and annual financial statements for
periods ended after December 15, 2002. The initial recognition and measurement
provisions are applicable on a prospective basis to guarantees issued or
modified after December 31, 2002. FIN 45 requires certain guarantees to be
recorded at fair value, which is different from current practice, which is
generally to record a liability only when a loss is probable and reasonably
estimable. FIN 45 also requires a guarantor to make significant new disclosures
even when the likelihood of making any payments under the guarantee is remote.
Adoption of FIN 45 did not have any effect on the Company's financial statement
disclosures, financial position, results of operations or cash flows.

        In December 2002, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS 148 amends FASB 123, "Accounting
for Stock-Based Compensation," to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure requirements
of SFAS 123 to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on the reported results. The
provisions of SFAS 148 are effective for financial statements for fiscal years
ended after December 15, 2002. The adoption of SFAS 148 did not have any effect
on the Company's financial position, results of operations or cash flow.

        In January 2003, the FASB issued FIN 46, "Consolidation of Variable
Interest Entities - An Interpretation of Accounting Research Bulletin (ARB) 51."
FIN 46 is an interpretation of ARB 51, "Consolidated Financial Statements," and
addresses consolidation by business enterprises of variable interest entities
(VIEs). The primary objective of FIN 46 is to provide guidance on the
identification of , and financial reporting for, entities over which control is
achieved through means other than voting rights; such entities are known as
VIEs. FIN 46 requires an enterprise to consolidate a VIE if that enterprise has
a variable interest that will absorb a majority of the entity's expected losses
if they occur, receive a majority of the entity's expected residual returns if
they occur or both. An enterprise shall consider the rights and obligations
conveyed by its variable interests in making this determination. This guidance
applies immediately to VIEs created after January 31, 2003, and to VIEs in which
an enterprise obtains an interest after that date. It applies in the first
fiscal year or interim period beginning after June 15, 2003, to VIEs in which an
enterprise holds a variable interest that it acquired before February 1, 2003.
Adoption of FIN 46 did not have any effect on the Company's financial statement
disclosures, financial position, results of operations or cash flows.

3. PRIOR PERIOD ADJUSTMENTS

        Since 1990, the Company, as general partner, has withheld from prior years'
quarterly partnership distributions an estimated fee for future well plugging
charges. The plugging fees were recorded as deferred revenue until the actual
plugging costs had been incurred by the partnerships. However, under SFAS 19,
the Company estimated that the salvage values of its properties were sufficient
to offset its liabilities with respect to plugging the wells and as a result the
Company has now determined that the deferral of this revenue was not




                                       9




appropriate. As such, the Company has restated its January 1, 2001 retained
earnings and equity by $362,776 to account for the cumulative effect of this
restatement as of December 31, 2000. In addition, the Company has restated its
financial statements for 2002 to account for the affect of amounts received in
2002 that should have been recorded as income during 2002. The following sets
forth the affects of the restatement on 2002 as well as years prior to January
1, 2001 where there would have been a material effect of this restatement:


                               December 31, 2002             December 31, 2000

                         As originally   As restated    As originally  As restated
                            reported         (1)          reported         (2)

Revenues                  24,579,812      24,611,358      21,370,872    21,437,907
Net income (loss)            (71,887)        (40,341)       (283,115)     (216,080)
Earnings (loss)
per share
-Basic                         (0.13)          (.007)          (.055)        (.042)
-Diluted                       (0.13)          (.007)          (.053)        (.040)
Total liabilities          6,139,171       5,744,848       8,787,752     8,424,975
Total shareholders'
   equity                  1,348,019       1,742,342       1,293,705     1,656,482



                              December 31, 1995          December 31, 1994

                         As originally  As restated   As originally  As restated
                            reported        (3)          reported         (4)

Revenues                   4,394,565     4,477,373      4,009,524     4,068,672
Net income (loss)             76,654       159,462         48,786       107,934
Earnings (loss)
per share
-Basic                          .015          .031           .010          .022
-Diluted                        .015          .031           .010          .022
Total liabilities          2,206,157     1,910,415      1,956,943     1,744,009
Total shareholders'
   equity                  1,222,656     1,518.398      1,143,865     1,356,799


                              December 31, 1993           December 31, 1991

                         As originally   As restated   As originally  As restated
                            reported         (5)         reported         (6)

Revenues                   3,660,426      3,798,439      1,022,099     1,037,872
Net income (loss)             20,029        158,042       (158,106)     (142,333)
Earnings (loss)
per share
 - Basic                        .003           .025          (.025)        (.022)
 - Diluted                      .003           .025          (.025)        (.022)

Total liabilities          2,028,744      1,874,958      2,525,428     2,509,655
Total                      1,095,078      1,248,864        376,554       392,327
shareholders'
   equity


(1) The restatement affected the 4th quarter of 2002
(2) The restatement affected the 4th quarter of 2000
(3) The restatement affected the 4th quarter of 1995
(4) The restatement affected the 4th quarter of 1994
(5) The restatement affected the 4th quarter of 1993
(6) The restatement affected the 4th quarter of 1991



4.  PRIMARY EARNINGS PER SHARE

        Primary earnings per share are determined by dividing net income by the
weighted average number of common shares outstanding (5,325,562.50 in 2003 and
2002).




                                       10





5.   INCOME TAX

         No federal income tax was due or paid during the periods ending September
30, 2003, and 2002, due to available operating loss carry forwards.


6.       REVENUE RECOGNITION

        Oil and gas production is recognized as production and delivery take place.
Gas marketing revenues are recognized, inclusive of transportation costs, when
title passes. Field service revenues are recognized when the goods or services
have been provided.


7.         CASH FLOW INFORMATION

        Cash is classified as follows for financial statement reporting purposes:


        For purposes of the statement of cash flows, cash includes demand deposits,
certificates of deposit, and short term investments with original maturates of
three months or less.

        Short-term investments consist of money market funds, and are reported at
market value, which equals cost.

        The Company's non-cash investing and financing activities and cash payments
for interest and income taxes were as follows:

        Cash paid during the six month period ended September 30, for:

                                    2003          2002

                Interest            2,736         5,619
                Income taxes          325         5,031


        Cash consists of the following as of the dates indicated:

                                 September 30, 2003       December 31, 2002

     Cash in bank                    $2,093,419              $  612,457
     Cash restricted for well
       plugging                         253,268                 252,195
                                     $2,346,687              $  864,652


8.CAPITAL LEASE OBLIGATION

                                 September 30, 2003      December 31, 2002
      Lease payable in monthly
      installments to April 2005        $ 42,666                $ 50,449
      Less current portion                11,042                  10,470
                                          31,624                  39,979

7.125% lease, secured by vehicle, payable in monthly installments of $1,143
including interest to April 2005, with a final payment of $25,956.




                                       11




Maturities of long term portion are as follows:

                Year ending
                September 30         Principal

                2004                   $ 2,884
                2005                    28,740
                                       $31,624


9. BUSINESS SEGMENT INFORMATION


        Description of the types of products and services from which each
reportable segment derives its revenue

        The Company's three reportable business segments are gas marketing, well
services and equipment rental and oil and gas production.

        The Company's gas marketing operation involves marketing gas from local
producers and interstate pipeline sources, as well as marketing gas from the
Company's managed limited partnerships, and selling that gas to industrial gas
users through transportation arrangements on intrastate and interstate pipeline
systems.

        In the well services and equipment rental operation, the Company rents well
service equipment (e.g. for use in water hauling, pipeline installation, and
welding) and provides workover and well tending services for producing wells.

        Revenues from oil and gas production operations are primarily derived from
working and royalty interests in the sale of oil and gas production and for the
transmission of such production.

Measurement of segment profit or loss and segment assets

        The accounting policies of the segments are the same as those described in
the summary of significant accounting policies included in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 2002 and in Notes 1 and 2
to the Condensed Financial Statements included in Item 1 of this Report. The
Company evaluates performance based on profit and loss from operations before
income taxes not including nonrecurring gains and losses.

        The Company accounts for intersegment sales and transfers as if the sales
or transfers were to third parties, that is, at current market prices.

Factors management used to identify the Company's reportable segments

        The Company's reportable segments are strategic business units that offer
different products and services. They are managed separately because each
segment requires different technology and marketing strategies.




                                       12





The Company's segment profit or loss and assets are as follows:

                              Well Services
               Gas            and Equipment  Oil & Gas    All
               Marketing      Rental         Production   Others    Totals

September 30,
2003

Revenues
from
external

customers      30,211,315      143,751        423,861      -0-    30,788,927



Intersegment
revenues           -0-           -0-            -0-        -0-        -0-

Other

revenue            -0-           -0-            -0-      161,606     161,606


Depreciation
and amortization   -0-         17,485         933,146     10,002      960,633

Segment profit  (74,430)      (98,931)       (637,329)  (385,418) (1,196,107)

Segment
assets        3,263,456       213,354         594,843  2,334,917   6,406,570


Expenditures
for segment
 assets              -0-        -0-               41        -0-          41



                              Well Services
               Gas            and Equipment  Oil & Gas    All
               Marketing      Rental         Production   Others    Totals

September 30,
2002

Revenues
from
external
customers     16,689,871     437,698       316,297          -0-    17,443,866

Intersegment
revenues           -0-         -0-           -0-            -0-         -0-

Other
revenue            -0-         -0-           -0-          111,080     111,080

Depreciation
And amortization   -0-       18,313        18,000          11,265      47,578




                                       13




Segment profit   398,597    (26,778)      189,060       (490,897)     69,982

Segment
assets         3,185,058     188,452      724,067      1,563,939   5,661,516

Expenditures
for segment
assets             -0-          -0-         -0-            9,462       9,462


        Revenue from segments below quantitative thresholds are the Company's
equity in earnings of its jointly-owned company and unallocated revenues such as
interest income and gains recognized on the disposition of assets. General and
administrative expenses are not allocated to the Company's three business
segments. This activity is reported as "All Others".


10. CONTINGENCIES


        In February of 2003, the Company's marketing segment underdelivered a small
percentage of its customers' natural gas requirements. As a result of abnormally
high gas consumption combined with related production constraints, the local gas
utility company, National Fuel Distribution Company ("NFDC") supplied the
customers' needs. The Company was invoiced $505,307 by NFDC for the
underdelivered amount. Additional charges were incurred by Vineyard's customers
in the amount of $187,687. These charges are a contracted responsibility of the
Company's "pooled" producers, who market natural gas through the Company by
yearly contract.

        The Company filed a complaint with the Pennsylvania Public Utility
Commission, disputing the amount charged by NFDC. In an effort to settle the
dispute, NFDC made a settlement offer, reducing the charged amount by over 40%.

        Negotiations have continued during 2003 and, as of September 30, 2003,
Vineyard had included in accounts payable an estimate of the liability of
$254,621 and simultaneously recorded a receivable from the pool producers
associated with the charges. Subsequently, the Company made a partial good-faith
payment of $150,000. In January 2004, a final settlement was reached with all
parties involved. A final payment of $104,621 was made by the Company and all
amounts receivable from the pool producers have been recovered.

        On May 19, 2003, the Company filed suit against one of its customers for
breach of contract. The Company's complaint involves three unpaid invoices
totaling $108,334 for natural gas deliveries that occurred in compliance with
the contractual agreement executed with the customer. The customer has filed a
counterclaim alleging "cost to cover" issues in the amount of $183,238. Total
exposure to the Company could be as high as $291,572, the combination of the
possible negative impact of both claims. In the opinion of management, the suit
should result in a settlement or award by the court in favor of the Company and
adequate provision has been made for any loss that management currently
anticipates may be included in settlement. At this time, however, no estimate
can be made as to the timing of the settlement of this matter.




                                       14





            MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
                        QUARTER ENDED SEPTEMBER 30, 2003

Material Changes in Financial Condition

        Vineyard Oil & Gas Company's overall cash position shows significant
improvement over the same period in the previous year. The first nine months of
operations in 2003 have increased our cash position by $1,482,035. This is a
$551,094 or 60% improvement over the same nine month period in 2002. Cash from
operating activities remains the most vital portion of the Company's cash
activities, with a $895,745 or 97% improvement in nine months of 2003 over the
same period in 2002. Reduced receivables resulted in a source of cash for the
Company of $2,515,369, a $592,924 or 31% increase when compared to activity for
the same period in 2002 of $1,922,445. Reduced trade payables reported a
$875,916 use of cash in 2003, which is down $234,566 or 22% from the same period
in 2002. These positive effects on payables and receivables, being the driving
force behind operating cash flow, are the main reasons for the cash improvement
in 2003. Operating cash flow for the three month period ended September 30, 2003
was negative primarily due to lower amounts collected totaling $788,723 and
$907,987 paid through trade payables.

        Investing activities related to investments in a jointly-owned company has
supplied $76,246 year to date in 2003. This is a $49,390 or 184% increase in
cash over the same period in 2002 totaling $26,856. This activity is related to
distributions received from Northern Pipeline LLC, of which Vineyard is a 45%
owner.

        Total revenues of $30,940,534 in 2003, exceeded last year's revenues of
$17,554,946 by $13,385,588 for the nine month period, a 76% increase in total
revenues. Total expenses of $31,292,555 in 2003 increased $13,812,622 or 79% in
comparison to $17,479,933 in 2002. The $1,196,107 net loss reported for the nine
months ended September 30, 2003 reflected a $1,266,090 decrease in net income
from the prior year. For the three months ended September 30, 2003, the Company
increased income by $84,071 or 104% over the same three month period in 2002. In
summary, the modest positive performance of the third quarter continues to
reduce Vineyard's year to date losses.

        Gas marketing revenues of $30,211,315 in 2003, by far the largest business
segment, reported an 81% increase or $13,521,444 over revenue of $16,689,871 in
2002. Price increases drove this improvement when compared to price levels last
year. Throughout the nine month period, market prices in 2003 exceeded 2002
prices by over $2.00 per mcf. Gas marketing expense of $30,285,745 increased by
$13,994,471 or 86% over the prior year of $16,291,274. Gas marketing expense
consists predominately of gas purchases (approximately 95%), transportation and
storage charges. The gas marketing margin, in comparison to the nine month
period in 2002 decreased by $473,027 or 119% to a negative $74,430. The margin
reduction predominately occurred in the first quarter of 2003 due to unscheduled
demand forcing the Company to purchase higher priced gas to meet customer demand
at lower contracted prices. A positive margin in the second quarter along with
reported performance of $109,548 in the third quarter has continued to help
reduce the overall gross margin loss.




                                       15




        Revenue from Well services and Equipment rental at $143,751 in 2003,
dropped by 67% or $293,947 when compared to the $437,698 in the same nine month
period in 2002. A substantial portion of the decrease is related to a large
pipeline job that was completed in the first quarter of 2002 with no comparable
revenue source in 2003. Equipment rental revenue has diminished to $5,034 for
the three months ended September 30, 2003, down 76% from the same three month
period in 2002. Management has made the decision in the latter half of 2003 to
minimize their focus on the Equipment rental business segment and reallocate
resources to business segments that historically have provided a better rate of
return. Historically, the Equipment rental segment has not been a significant
portion of the Company's overall operations, accounting for only 2% of revenue
for the nine months in 2002 and less than 1% in 2003. The impact to the Company
related to the termination of the equipment rental segment is considered to be
insignificant to the Company's overall operations. Well services continues to
reach new revenue levels of $61,771 in 2003, a 39% increase over its 2002
performance of $44,500. Well services revenue is generated almost entirely from
maintenance fees charged to outside parties for maintaining their natural gas
wells, including four partnerships of which Vineyard is the general partner.
Overall expenses for this business segment dropped by $220,966 or 50% in the
nine month period, compared with 2002. The drop in expenses is primarily due to
the large pipeline job noted above. Equipment rental expenses dropped $40,542 or
64% for the three months compared to last year. Management's reallocation of
resources explained above resulted in this large decrease. This business segment
has continued its trends with negative margins. Nine months of operations in
2003 reports a negative margin of $98,931, which is a significant decline when
compared to a negative $26,778 for the same period in 2002. The decision to
curtail the equipment rental portion of this business segment has resulted in
immediate reduction in revenues and a slower paced reduction in expenses,
resulting in a negative impact to the margin.

        Production and royalties revenue of $423,861 in 2003 increased 34% or
$107,564 over $316,297 for the same nine month period in 2002. A modest
reduction in volume, approximately 4,000 mcf's for the nine month period, was
offset by a rate increase averaging $1.06 per mcf. Expenses increased $20,568 or
19% for the nine months compared to the prior year. An increase in well tending
supplies and above normal maintenance for the time period is responsible for the
increase in expenses. Margins for the business segment have been significantly
effected by FAS 143 (see Note 2 to the Condensed Financial Statements included
in Item 1 of this Report).

        The effects of SFAS 143 totaled $910,646 as of September 30, 2003 (see Note
2 to the Condensed Financial Statements included in Item 1 of this Report).
Accretion expense in 2003 totaled $619,049 with $50,979 affecting the current
period and the balance of $568,070 reported as the cumulative effect.
Depreciation expenses totaled $291,597 for the same period with $15,906
affecting the current period and the balance of $275,691 reported as the
cumulative effect.

        Rent and other income revenue has remained relatively level compared to
reported revenues in 2002, increasing by 3% or $2,177. This revenue consists of
rental revenue from properties owned by Vineyard, interest on monies on deposit
and finance charges billed to customers not paying within terms.

        Equity in earnings of jointly-owned company is income generated from
Vineyard's




                                       16




45% interest in Northern Pipeline LLC.  Northern generates revenue by charging
a fee for transporting natural gas through their pipeline.  Vineyard reported a
142% increase or $48,349 from the prior year.  Rate increases early in 2003 and
throughput increases, approximately 10,000 mcf's a month, are responsible for
the increased income levels.

        General and Administrative expenses totaling $532,200 in 2003 have
decreased by 8% or $47,862 for the nine month period in comparison to $580,062
for 2002. Management's continued diligence in controlling expenses is directly
responsible for this overall reduction.

ITEM 3.  CONTROLS AND PROCEDURES

         As of the end of the period covered by this quarterly report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Exchange Act Rule
13a-15.  Based upon the evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures were effective as of the end of the period covered by this quarterly
report.  During the quarter ended September 30, 2003, there have been no
changes in the Company's internal controls over financial reporting, identified
in connection with our evaluation thereof, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.





                                       17





PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        NOT APPLICABLE

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

        NOT APPLICABLE

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

        NOT APPLICABLE

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        NOT APPLICABLE

ITEM 5. OTHER INFORMATION

        NOT APPLICABLE

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K


(a)  EXHIBITS

      31.1           Certification by Chief Executive Officer pursuant to
                     Rule 13a - 14(a) or 15d-14(a), as adopted pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

      31.2           Certification by Chief Financial Officer pursuant to
                     Rule 13a - 14(a) or 15d-14(a), as adopted pursuant to
                     Section 302 of the Sarbanes-Oxley Act of 2002

      32.1           Certification by Chief Executive Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906
                     of the Sarbanes-Oxley Act of 2002.

      32.2           Certification by Chief Financial Officer pursuant to 18
                     U.S.C. Section 1350, as adopted pursuant to Section 906
                     of the Sarbanes-Oxley Act of 2002.



(b) REPORTS ON FORM 8-K

     NONE.





                                       18




SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Date: December 23, 2005
VINEYARD OIL & GAS COMPANY

/s/ Stephen B. Millis
STEPHEN B. MILLIS           President

/s/ James M. Reynard
JAMES M. REYNARD            Secretary/Treasurer



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