SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549
                               FORM 10-Q


(Mark One)
  X  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the Quarter ended September 30, 1996.

     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 - 0-8041


                          GeoResources, Inc.
        (Exact name of Registrant as specified in its charter)


        Colorado                                     84-0505444
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)


1407 West Dakota Parkway, Suite 1-B, Williston, North Dakota          58801
(Address of Principal executive offices)                           (Zip Code)

(Registrant's telephone number including area code)            (701) 572-2020
          
          
      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 (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 the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


          Class                            Outstanding at October 31, 1996
      Common Stock                                 4,060,714 shares
(par value $.01 per share)


(12 pages total, with exhibits)


                          GEORESOURCES, INC.
                                 INDEX


                                                              PAGE
                                                              NUMBER
PART I.   FINANCIAL INFORMATION

  Item 1. Financial Statements

     Consolidated Balance Sheets                                3
       (September 30, 1996 and December 31, 1995)

     Consolidated Statements of Operations                      4
       (Three months ended September 30, 1996 and 1995
        and nine months ended September 30, 1996 and 1995)

     Consolidated Statements of Cash Flows                      5
       (Nine months ended September 30, 1996 and 1995)

     Notes to Consolidated Financial Statements                 6

  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of Operations         7


PART II.  OTHER INFORMATION                                    11


                    PART I.  FINANCIAL INFORMATION
                     ITEM 1.  Financial Statements
                  GEORESOURCES, INC., AND SUBSIDIARY
                      CONSOLIDATED BALANCE SHEETS
                              (Unaudited)
                                   
                                           September 30, December 31,
                                               1996          1995
ASSETS
CURRENT ASSETS:
  Cash and equivalents                      $  391,357    $  392,078
  Trade receivables, net                       528,732       590,330
  Inventories                                  297,436       285,018
  Prepaid expenses                              29,952        17,460
  Investments                                   60,872        10,119

          Total current assets               1,308,349     1,295,005

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Oil and gas properties, using the
   full cost method of accounting:
     Properties being depleted              15,538,536    15,272,170
     Properties not being depleted              57,433        88,759
  Leonardite plant and equipment             3,216,597     3,199,797
  Other                                        688,517       672,546

                                            19,501,083    19,233,272
  Less accumulated depreciation,
   depletion and valuation allowance       (14,536,535)  (14,045,602)
          Net property, plant and
           equipment                         4,964,548     5,187,670

OTHER ASSETS:
  Mortgage loans receivable, related party     103,321       103,321
  Other                                        116,850       104,289
                                               220,171       207,610

                                            $6,493,068    $6,690,285
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                          $  451,736    $  856,823
  Current maturities of long-term debt         342,304       511,594
  Accrued expenses                              11,841        98,537
  Income taxes payable                          80,000            --

          Total current liabilities            885,881     1,466,954

LONG-TERM DEBT, less current maturities        743,897       958,330

DEFERRED INCOME TAXES                           65,000       151,000

STOCKHOLDERS' EQUITY:
  Common stock, par value $.01 per share;
   authorized 10,000,000 shares; issued
   and outstanding, 4,060,714 and
   4,035,714 shares, respectively               40,607        40,357
  Additional paid-in capital                   829,757       803,807
  Retained earnings                          3,927,926     3,269,837

          Total stockholders' equity         4,798,290     4,114,001

                                            $6,493,068    $6,690,285

See Notes to Consolidated Financial Statements.


                    GEORESOURCES, INC., AND SUBSIDIARY
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (Unaudited)



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

OPERATING REVENUES:
  Oil and gas sales          $  761,548   $  508,352  $2,228,869  $1,584,965
  Leonardite sales              207,451      171,898     601,724     517,386

                                968,999      680,250   2,830,593   2,102,351


OPERATING COSTS AND EXPENSES:
  Oil and gas production        274,657      234,927     766,773     668,890
  Cost of leonardite sold       134,971      101,147     456,220     397,900
  Depreciation and depletion    168,024      134,231     503,293     396,607
  Selling, general
   and administrative            74,519       68,063     315,161     235,464

                                652,171      538,368   2,041,447   1,698,861

          Operating income      316,828      141,882     789,146     403,490


OTHER INCOME (EXPENSE):
  Interest expense              (27,356)     (34,645)    (90,787)    (96,054)
  Interest income                 4,359        2,414      12,105       8,127
  Other income and losses, net  (27,323)      (1,167)    (58,375)      2,380

                                (50,320)     (33,398)   (137,057)    (85,547)

          Income before income
           taxes                266,508      108,484     652,089     317,943


  Income tax (expense) benefit   24,000      (16,000)      6,000     (16,000)

          Net income         $  290,508   $   92,484  $  658,089  $  301,943


EARNINGS PER SHARE:

          Net income per
           common share      $      .07   $      .02  $      .16  $      .07

  Weighted average number of shares
   outstanding                4,060,714    4,035,714   4,054,783   4,032,417


See Notes to Consolidated Financial Statements.


                  GEORESOURCES, INC., AND SUBSIDIARY
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)


                                                  Nine Months Ended
                                                    September 30,
                                                  1996          1995

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                   $  658,089    $  301,943
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and depletion                   503,293       396,607
     Deferred income taxes                        (86,000)       16,000
     Other                                         27,844        19,500
     Changes in assets and liabilities:
      Decrease (increase) in:
       Trade receivables                           61,598        31,899
       Inventories                                (12,418)      (58,362)
       Prepaid expenses and other                 (63,245)       17,269
      Increase (decrease) in:
       Accounts payable                          (432,855)     (129,904)
       Accrued expenses                           (86,696)      (28,534)
       Income taxes payable                        80,000            --

           Net cash provided by
            operating activities                  649,610       566,418

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment     (252,403)     (724,090)
  Other                                           (11,269)      (27,371)

          Net cash used in investing activities  (263,672)     (751,461)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings                   --       415,000
  Principal payments on long-term debt           (383,723)     (239,469)
  Debt issue costs                                 (2,936)           --

          Net cash provided by (used in)
           financing activities                  (386,659)      175,531

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS      (721)       (9,512)

CASH AND EQUIVALENTS, beginning of period         392,078       222,677

CASH AND EQUIVALENTS, end of period            $  391,357    $  213,165

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
     Interest                                  $   90,787    $   96,054
     Income taxes                                   2,151            --

See Notes to Consolidated Financial Statements.


                  GEORESOURCES, INC., AND SUBSIDIARY
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              (Unaudited)


1.   In the opinion of the management of GeoResources, Inc.  (the "Company"),
     the accompanying unaudited financial statements contain all adjustments
     (consisting of only normal recurring accruals) necessary to present fairly
     the financial position of the Company as of September 30, 1996, and the
     results of operations and cash flows for the three and nine months ended
     September 30, 1996 and 1995.

     The results of operations for the periods ended September 30, 1996, are
     not necessarily indicative of the results to be expected for the full
     fiscal year.

     Certain information and footnote disclosures normally included in 
     financial statements prepared in accordance with generally accepted 
     accounting principles have been condensed or omitted.  Therefore, it is
     suggested that these financial statements be read in connection with the 
     audited consolidated financial statements and the notes included in the 
     Company's Annual Report on Form 10-K for the Year Ended December 31, 1995.


             ITEM 2.  Management's Discussion and Analysis of
               Financial Condition and Results of Operations

        The following discussion of the Company's financial condition and
results of operations should be read in conjunction with the financial
statements and notes contained in the Company's Annual Report on Form 10-K for
the Year Ended December 31, 1995.


Results of Operations

       Information concerning the Company's oil and gas operations for the
three and nine months ended September 30, 1996, and the respective percent
increase (decrease) from the same period in the prior year, is set forth in
the table below:

                            Oil and Gas Operations

                       Three Months     % Change    Nine Months     % Change
                          Ended         From 1995      Ended        From 1995
                      Sept. 30, 1996      Period   Sept. 30, 1996     Period

Oil and gas production
 sold (BOE)                   41,321       14%            127,838      16%

Average price per BOE     $    18.43       31%         $    17.44      21%

Oil and gas revenue       $  761,548       50%         $2,228,869      41%

Production costs          $  274,657       17%         $  766,773      15%

Average production cost
 per BOE                  $     6.65        2%         $     6.00      (1%)


       Oil and gas production sold, expressed in barrels of oil equivalent
(BOE), increased 14% and 16% for the three and nine month periods ended
September 30, 1996, compared to the same periods in 1995.  The increases in
oil and gas production sold during both periods were due to production
contributed from the Company's Oscar Fossum H2 horizontal well (.67 net) that
was put on production in mid-December 1995.

        Oil and gas revenue increased 50% during the third quarter of 1996
compared to the same quarter in 1995.  This increase resulted from the 14%
production increase previously discussed and a 31% higher average oil price
in third quarter 1996 compared to third quarter 1995.  Oil and gas revenue for
the nine months ended September 30, 1996, was 41% more than the same period in
1995.  This increase resulted from the 16% production increase discussed above
combined with a 21% higher average oil price for the nine months ended 
September 30, 1996, compared to the same period in 1995.

        Oil and gas production costs increased 17% and 15% for the three and
nine month periods, respectively, when compared to the same periods in 1995.
These increases in production costs were the result of higher production taxes
from higher oil production levels in the first three quarters of 1996, higher
winter-related production costs in the first quarter of 1996 and costs of a
workover program completed in the third quarter 1996.  Production costs
expressed on a per barrel of oil equivalent basis, however, were essentially
stable for both the three and nine month periods when compared to the same
periods in 1995.  Per barrel production costs were higher in both the 1995 and
1996 three month periods compared to other quarters due to workover costs which
are typically incurred in the third quarter.

        On October 31, 1996, the Company spudded its Oscar Fossum H3 well in
the Wayne Field of Bottineau County, North Dakota.  The Company owns a 67%
working interest in the Oscar Fossum lease and is the operator.  The H3 well
is planned for a horizontal lateral length of more than 5000 feet if it is
successful.

        Information concerning the Company's leonardite operations for the
three and nine months ended September 30, 1996, and the respective percent
increase (decrease) from the same period in the prior year, is set forth in
the table below:

                            Leonardite Operations

                       Three Months     % Change    Nine Months     % Change
                          Ended         From 1995      Ended        From 1995
                      Sept. 30, 1996      Period   Sept. 30, 1996     Period

Leonardite production
 sold (tons)                   2,194       15%              6,245      13%

Average  revenue per ton  $    94.55        5%         $    96.35       3%

Leonardite revenue        $  207,451       21%         $  601,724      16%

Cost of leonardite sold   $  134,971       33%         $  456,220      15%

Average production cost
 per ton                  $    61.52       16%         $    73.05       2%


        Leonardite production increased 15% and 13%, respectively, for the
three and nine month periods ended September 30, 1996, compared to the
equivalent periods in 1995.  Management believes these higher production levels
are the result of moderate increases in domestic oil and gas drilling activity
which in turn increased demand for the Company's leonardite products.

        Leonardite revenue increased $36,000 or 21% and $84,000 or 16%,
respectively, for the three and nine month periods ended September 30, 1996,
compared to the same periods in 1995 due to the higher production discussed
above.  Fluctuations in average revenue per ton for the three and nine month
periods are due to normal variations in the ratio of basic products to 
specialty products, the latter having higher processing costs and selling 
prices.

        Cost of leonardite sold increased $34,000 or 33% and $58,000 or 15%,
respectively, for the three and nine month periods ended September 30, 1996,
compared to the same periods in 1995.  These increases were due to increased
processing costs resulting from increased production as discussed above.


                            Consolidated Analysis

        Total operating revenues increased $289,000 or 42% and $728,000 or 35%,
respectively, for the three and nine month periods ended September 30, 1996,
compared to the same periods in 1995.  These increases were due to the 
increased oil production, higher oil prices and increased leonardite production
previously discussed.  Total operating expenses increased $114,000 or 21% and 
$343,000 or 20% for the three and nine month periods of 1996, respectively, 
compared to the same periods in 1995.  These increases were due to the higher 
oil and gas and leonardite costs previously discussed; higher depreciation and 
depletion due to increased oil production; and an increase in selling, general 
and administrative (SG&A) expenses.  The higher SG&A expenses resulted from a 
combination of increases including costs for corporate publicity, shareholder 
communications and a general increase in selling and administrative costs 
related to increased product sales and office activities.  Although total 
operating expenses increased materially in the nine month period, they were 
significantly less than the revenues increase, resulting in an operating income
increase of $386,000 or 96% for the nine month period ended September 30, 1996,
compared to the same period in 1995.

         Nonoperating expenses for both the three and nine month periods ended
September 30, 1996, were higher due to increased expenses related to oil price
hedging activities.  At September 30, 1996, the Company had a 45,000 barrel
hedge position against future oil production with the last position expiring
in the second quarter 1997.

         The income tax benefit, recognized for the three and nine month 
periods ended September 30, 1996, reflects the amount of income taxes estimated
to be currently payable net of the decrease of the deferred tax liability.

         After income taxes, consolidated operations yielded a net income of
$290,508 or $.07 per share for the third quarter of 1996 compared to $92,484 or
$.02 per share for the third quarter of 1995.  Net income for the nine months
ended September 30, 1996, was $658,089 or $.16 per share compared to $301,943
or $.07 per share in the same period of 1995.


                       Liquidity and Capital Resources

        At September 30, 1996, the Company had working capital of $422,000
compared to negative working capital of $172,000 at December 31, 1995.  The
Company's current ratio was 1.48 to 1 at September 30, 1996, compared to .88
to 1 at year end 1995.  The $594,000 change in working capital was primarily
due to the Company reducing payables with cash flow provided by the Oscar 
Fossum H2 "flush" oil production accompanied by the 21% higher oil prices.

       Net cash provided by operating activities was $650,000 for the nine
months ended September 30, 1996, compared to $566,000 for the same period in
1995.  The increase in 1996 operating cash flows was primarily due to higher
oil prices and the 16% increase in oil production.  Cash was utilized to make
payments of $252,000 for additions to property, plant and equipment, primarily
for the drilling and completion of the Oscar Fossum H2 well, and $384,000 for
payments on long-term debt.

       The Company made minor proved property acquisitions during the nine
month period of 1996.  Management believes that proved property acquisitions
will not significantly affect the Company's capital requirements, as Management
intends to continue to pursue horizontal development drilling.

       Management also believes the Company's future cash needs can be met by
cash flows from operations, its ability, if necessary, to borrow on its 
existing line-of-credit or other means of capital funding.


                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

        On May 12, 1989, the Company filed an action in Burleigh County 
District Court, North Dakota, against MDU Resources Group, Inc., a Delaware 
corporation, and Williston Basin Interstate Pipeline Company, a Delaware 
corporation.  The Complaint related to, among other things, breaches of a 
take or pay natural gas contract and attempts by the defendants to coerce the
Company into modifying the contract.  However, the Company was not able to 
predict the amount of damages which might be awarded.  The defendants answered 
the complaint on June 1,  1989.  Afterwards, no further materials were filed 
with the court, but the Company believed that the case remained pending.  
Earlier this year, the Company contacted the attorney who filed the action to
assess the status and request further prosecution of the case as might have 
been warranted.  After several months of inaction regarding the case, the 
Company contacted the court in September 1996 and was informed by the clerk 
that the case had been dismissed in 1991.  The Company is presently taking 
steps to review and assess any potential claims which it may be able to assert
and what further action may be warranted with respect to this matter.  However,
the prospects are uncertain as to whether a suit against the foregoing 
defendants can be filed.

        Other than legal proceedings which could potentially arise in 
connection with the foregoing matter, the Company is not a party, nor is any 
of its property subject to, any pending material legal proceedings.  The 
Company knows of no legal proceedings contemplated or threatened against it.

Item 2. Changes in Securities

       None.

Item 3. Defaults upon Senior Securities

       None.

Item 4. Submissions of Matters to a Vote of Securities Holders.

       None.

Item 5. Other Information.

       None.

Item 6. Exhibits and Reports on Form 8-K.

        A.  Exhibits

            Exhibit 27.  Financial Data Schedule

        B.  Reports on Form 8-K

            No reports on Form 8-K were filed during the fiscal quarter ended
            September 30, 1996.  


                                  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.
                                     
                                      GEORESOURCES, INC.


November 12, 1996


                                      /S/  J. P. Vickers
                                      J. P. Vickers
                                      Chief Executive Officer
                                      Chief Financial Officer