UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-QSB





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

For the quarterly period ended March 31, 2004.



(  )  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 small business issuer as specified in its charter)





|Colorado                                                       |  | 84-0505444                         
|-------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S.Employer Identification No.)
|                                                              
|1407 West Dakota Parkway,  Suite 1-B,  Williston,  ND 58801   
|(Address of principal executive offices)                      
|                                                              
|Issuers telephone number:  (701) 572-2020                    



_____________________________________________________________________



CHECK WHETHER THE ISSUER (1) HAS 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

[X]

NO

[   ] .



_____________________________________________________________________



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





|Class                                  |                  | Outstanding at May 13, 2004
|-------------------------------------- | ---------------- | ---------------------------
|Common Stock, par value $.01 per share | 3,723,977 shares



_____________________________________________________________________



Transitional Small Business Disclosure Format (check one):  YES  [   ]    NO  [X] .







#





GEORESOURCES, INC.

INDEX







PAGE

NUMBER

PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Consolidated Balance Sheets

3

(March 31, 2004 and December 31, 2003)



Consolidated Statements of Operations

4

(Three months ended March 31, 2004 and 2003)



Consolidated Statements of Cash Flows

5

(Three months ended March 31, 2004 and 2003)



Notes to Consolidated Financial Statements

6



Item 2.

Management's Discussion and Analysis of

Financial Condition and Results of Operations

7



Item 3.

Controls and Procedures

10



PART II.

OTHER INFORMATION

11



-#-





PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)





|                                                | March 31,    |  | December 31,
|----------------------------------------------- | ------------ |  | ------------
|                                                | 2004         |  | 2003        
|ASSETS                                          |              |  |             
|CURRENT ASSETS:                                 |              |  |             
|Cash and equivalents                            | $
494,079    |  | $
343,419   
|Trade receivables, net                          | 729,488      |  | 1,084,678   
|Inventories                                     | 278,872      |  | 233,306     
|Prepaid expenses                                | 44,956       |  | 35,335      
|Total current assets                            | 1,547,395    |  | 1,696,738   
|PROPERTY, PLANT AND EQUIPMENT, at cost:         |              |  |             
|Oil and gas properties, using the               |              |  |             
|full cost method of accounting:                 |              |  |             
|Properties being amortized                      | 24,859,203   |  | 24,711,298  
|Properties not subject to amortization          | 285,462      |  | 280,565     
|Drilling rig and equipment                      | 1,184,751    |  | 1,176,940   
|Leonardite plant and equipment                  | 3,249,879    |  | 3,267,634   
|Other                                           | 754,168      |  | 756,211     
|                                                | 30,333,463   |  | 30,192,648  
|Less accumulated depreciation, depletion        |              |  |             
|amortization and impairment                     | (20,449,216) |  | (20,310,113)
|Net property, plant and equipment               | 9,884,247    |  | 9,882,535   
|                                                |              |  |             
|OTHER ASSETS                                    | 5,000        |  | 5,000       
|TOTAL ASSETS                                    | $
11,436,642 |  | $
11,584,273
|                                                |              |  |             
|LIABILITIES AND STOCKHOLDERS' EQUITY            |              |  |             
|CURRENT LIABILITIES:                            |              |  |             
|Accounts payable                                | $
868,426    |  | $
985,766   
|Accrued expenses                                | 363,016      |  | 404,485     
|Current maturities of long-term debt            | 521,819      |  | 479,457     
|Total current liabilities                       | 1,753,261    |  | 1,869,708   
|LONG-TERM DEBT, less current maturities         | 1,469,792    |  | 1,599,479   
|ASSET RETIREMENT OBLIGATION                     | 1,743,900    |  | 1,735,200   
|DEFERRED INCOME TAXES                           | 412,000      |  | 406,000     
|Total liabilities                               | 5,378,953    |  | 5,610,387   
|STOCKHOLDERS' EQUITY:                           |              |  |             
|Common stock, par value $.01 per share;         |              |  |             
|authorized 10,000,000 shares;                   |              |  |             
|issued and outstanding 3,723,977                |              |  |             
|and 3,723,977 shares, respectively              | 37,240       |  | 37,240      
|Additional paid-in capital                      | 295,932      |  | 295,932     
|Retained earnings                               | 5,724,517    |  | 5,640,714   
|Total stockholders' equity                      | 6,057,689    |  | 5,973,886   
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY      | $
11,436,642 |  | $
11,584,273
|                                                |              |  |             
|See Notes to Consolidated Financial Statements. |              |  |             

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)





|                                                               | Three Months Ended
March 31,
|-------------------------------------------------------------- | ----------------------------
|                                                              
|                                                               | 2004                        
|OPERATING REVENUES:                                            |                             
|Oil and gas sales                                              | $
896,325                   
|Leonardite sales                                               | 255,236                     
|Drilling revenue                                               | --                          
|                                                               |                             
|                                                               | 1,151,561                   
|                                                               |                             
|OPERATING COSTS AND EXPENSES:                                  |                             
|Oil and gas production                                         | 460,484                     
|Cost of leonardite sold                                        | 258,134                     
|Drilling costs                                                 | 48,155                      
|Depreciation and depletion                                     | 156,858                     
|Selling, general and administrative                            | 124,988                     
|                                                               |                             
|                                                               | 1,048,619                   
|                                                               |                             
|Operating income                                               | 102,942                     
|                                                               |                             
|OTHER INCOME (EXPENSE):                                        |                             
|Interest expense                                               | (18,395)                    
|Interest income                                                | 306                         
|Other income, net                                              | 4,950                       
|                                                               |                             
|                                                               | (13,139)                    
|                                                               |                             
|Income before income taxes                                     | 89,803                      
|                                                               |                             
|Income tax (expense) benefit                                   | (6,000)                     
|                                                               |                             
|Income before cumulative effect of                             |                             
|change in accounting principle                                 | 83,803                      
|                                                               |                             
|Cumulative effect on prior years accounting change,
net of tax | --                          
|                                                               |                             
|Net income                                                     | $
83,803                    
|                                                               |                             
|EARNINGS PER SHARE:                                            |                             
|                                                               |                             
|Income before cumulative effect of
accounting change           | $
.02                       
|Cumulative effect of accounting change                         | --                          
|                                                               |                             
|Net income, basic and diluted                                  | $
.02                       
|                                                               |                             
|PRO FORMA AMOUNTS, assuming retroactive application            |                             
|of new accounting method:                                      |                             
|                                                               |                             
|Net income                                                     | $
83,803                    
|                                                               |                             
|Net income per share, basic and diluted                        | $
.02                       
|                                                               |                             
|See Notes to Consolidated Financial Statements.                |                             

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)











|                                                  | Three Months Ended
March 31,
|------------------------------------------------- | ----------------------------
|                                                 
|                                                  | 2004                        
|CASH FLOWS FROM OPERATING ACTIVITIES:             |                             
|Net income                                        | $
83,803                    
|Adjustments to reconcile net income               |                             
|to net cash provided by operating activities:     |                             
|Depreciation and depletion                        | 139,103                     
|Cumulative effect of accounting change            | --                          
|Accretion of asset retirement obligation          | 20,700                      
|Deferred income taxes                             | 6,000                       
|Other                                             | --                          
|Changes in assets and liabilities:                |                             
|Decrease (increase) in:                           |                             
|Trade receivables                                 | 355,190                     
|Inventories                                       | (45,566)                    
|Prepaid expenses and other                        | (9,621)                     
|Increase (decrease) in:                           |                             
|Accounts payable                                  | 68,023                      
|Accrued expenses                                  | (41,469)                    
|                                                  |                             
|Net cash provided by operating activities         | 576,163                     
|                                                  |                             
|CASH FLOWS FROM INVESTING ACTIVITIES:             |                             
|Additions to property, plant and equipment        | (338,178)                   
|                                                  |                             
|Net cash used in investing activities             | (338,178)                   
|                                                  |                             
|CASH FLOWS FROM FINANCING ACTIVITIES:             |                             
|Principal payments on long-term debt              | (87,325)                    
|Cost to purchase common stock                     | --                          
|                                                  |                             
|Net cash used in financing activities             | (87,325)                    
|                                                  |                             
|NET INCREASE IN CASH AND EQUIVALENTS              | 150,660                     
|                                                  |                             
|CASH AND EQUIVALENTS, beginning of period         | 343,419                     
|                                                  |                             
|CASH AND EQUIVALENTS, end of period               | $
494,079                   
|                                                  |                             
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION: |                             
|Cash paid for:                                    |                             
|Interest                                          | $
18,395                    
|Income taxes                                      | 50                          
|See Notes to Consolidated Financial Statements.   |                             



GEORESOURCES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)







1.

In our opinion, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly our financial position as of March 31, 2004, and the results of operations and cash flows for the three-month periods ended March 31, 2004 and 2003.



The results of operations for the period ended March 31, 2004, 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 our Annual Report on Form 10-KSB for the Year Ended December 31, 2003.



2.

Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current-year financial statements.



3.

We assess performance and allocate resources based upon our products and services, which consist principally of:  A) oil and gas exploration, development and production; B) mining and processing of leonardite; and C) oil and gas drilling.  All operations are conducted within the United States.  Operations of the drilling segment commenced in January 2002.  Sales and other material transactions between the segments have been eliminated.  Certain corporate costs, assets and capital expenditures that are considered to benefit the entire organization are not allocated to our operating segments.  Interest income, interest expense and income taxes are also not allocated to operating segments.  There are no significant accounting differences between internal segment reporting and consolidated external reporting.



Presented below are our identifiable net assets as of the date indicated:



|                             |              | March 31,
2004 |  | December 31,
2003
|---------------------------- | ------------ | -------------- |  | -----------------
|Oil and gas                  | $
8,571,561  | $
8,576,643   
|Leonardite                   | 824,599      | 848,705       
|Drilling                     | 1,273,250    | 1,362,538     
|General corporate activities | 767,232      | 796,387       
|                             | $
11,436,642 | $
11,584,273  



Presented below is information concerning our operating segments for the quarters indicated:



|            |             | Three months ended March 31,
|----------- | ----------- | ----------------------------
|            | 2004        |                             
|Revenue:    |             |                             
|Oil and gas | $
896,325   | $
920,574                   
|Leonardite  | 255,236     | 214,333                     
|Drilling    | --          | --                          
|            | $
1,151,561 | $
1,134,907                 



|                             | Operating income (loss) |           |  | 
|---------------------------- | ----------------------- | --------- |  | 
|Oil and gas                  | $
314,064               | $
346,082
|Leonardite                   | (33,127)                | (45,945) 
|Drilling                     | (48,957)                | --       
|General corporate activities | (129,038)               | (131,492)
|                             | $
102,942               | $
168,645





4.

Change in Accounting Principle



Effective January 1, 2003, the Company adopted SFAS 143, Accounting for Asset Retirement Obligations which requires that the fair value of a liability for an asset retirement obligation associated with a tangible long-lived asset be recognized in the period in which it is incurred if a reasonable estimate of the fair value can be made. The fair value is measured using expected future cash outflows discounted at the Companys credit-adjusted risk-free interest rate. Accretion expenses will be recognized over time as the discounted liability is accreted to its expected settlement value. The associated asset retirement cost is capitalized as part of the carrying amount of the long-lived asset and consequentially is depreciated over the assets useful life.



The asset retirement obligation recorded by the Company relates to the plugging and abandonment of its oil and gas wells. Previously, the Company assumed that the salvage value of oil and gas well equipment equaled the dismantlement, restoration and reclamation costs. Therefore, no accruals for retirement obligations were made. Under SFAS 143, the Company is required to recognize the fair value of the liability to plug and abandon a well in the period in which the liability is incurred. The initial adoption of SFAS 143 on January 1, 2003, resulted in a one-time non-cash after-tax charge to operations of $23,000 recorded as the cumulative effect of a change in accounting principle.  There are no assets legally restricted for the purpose of settling asset retirement obligations. There is no impact on the Companys cash flows as a result of adopting SFAS 143.





ITEM 2.  Management's Discussion and Analysis of

Financial Condition and Results of Operations





This discussion and analysis of financial condition and results of operations, and other sections of this report contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, that are based on management's beliefs, assumptions, current expectations, estimates and projections about the oil, gas and leonardite industry, the economy and about us.  Words such as "may, will, expect, anticipate, estimate or continue, or comparable words are intended to identify forward-looking statements.  These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence.  Therefore, our actual results and outcomes may materially differ from what may be expressed or forecasted in our forward-looking statements.  Furthermore, we undertake no obligation to update, amend or clarify forward-looking statements, whether as a result of new information, future events or otherwise.



The following discussion should be read in conjunction with our consolidated financial statements and related notes included elsewhere herein. Important factors that could cause actual results to differ materially from the forward-looking statements include, but are not limited to, changes in production volumes; worldwide supply and demand which affect commodity prices for oil; the timing and extent of our success in discovering, acquiring, developing and producing oil, natural gas and leonardite reserves; risks inherent in the drilling and operation of oil and natural gas wells and the mining and processing of leonardite products; future production and development costs; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; and conditions in the capital markets.



We caution the reader that a number of important factors discussed herein, and in other reports filed with the Securities and Exchange Commission, particularly our Annual Report on Form 10-KSB for the Year Ended December 31, 2003, could affect our actual results and cause actual results to differ materially from those discussed in forward-looking statements.





Results of Operations - Three Months Ended March 31, 2004, compared to Three Months Ended March 31, 2003



Information concerning our oil and gas operations for the three months ended March 31, 2004, is set forth in the table below:



|Oil and Gas Operations           
|---------------------------------
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Oil and gas production sold (BOE)
|                                 
|Average price per BOE            
|                                 
|Oil and gas revenue              
|                                 
|Production costs                 
|                                 
|Average production cost per BOE  
|                                 
|Gross Margin                     
|                                 



The preceding chart gives various measures of our operations in the first quarter of 2004 and the percentage change from the same period in the prior year.  Production sold in the first quarter 2004 declined about 3,000 barrels or 9% for two primary reasons:  the average decline of our wells as no new production had been realized yet in 2004, and our crude oil inventory increased as late March weather limited about 1,000 barrels from being sold.  Our first drilling project for 2004, the Grann et. al. 28-33 in the Landa Field, Bottineau County, was spudded in early April.  Drilling information and open-hole logs indicate it to be successful and a completion is expected to be finished in the second quarter.



The average price for our oil and gas commodities sold during the first quarter was $2.13 per BOE higher, which was relatively constant with the same period in 2003.  Although the first quarter volumes sold were lower, the upward change in our average value per BOE limited the oil and gas revenue decline to $24,000 or 3%.  Oil and gas production costs increased $15,000 or 3%, due to increased well maintenance efforts through the winter months of 2004.  Production costs on a per-equivalent-barrel basis for the first quarter of 2004 increased $1.96 or 14% from the first quarter 2003 due to the higher well maintenance coupled with lower actual volumes sold.  As a result of revenues and expenses, gross margin from oil and gas operations was about $40,000 or 8% lower than the same period in 2003.  Gross margin expressed as a percent of revenue was relatively constant at 49% and 52% for the first quarter of 2004 and 2003 respectively.





Information concerning our leonardite operations for the three months ended March 31, 2004, is set forth in the table below:



|Leonardite Operations            
|---------------------------------
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Leonardite production sold (tons)
|                                 
|Average revenue per ton          
|                                 
|Leonardite revenue               
|                                 
|Cost of leonardite sold          
|                                 
|Average production cost per ton  
|                                 
|Gross Margin (deficit)           



Leonardite revenues increased $41,000 or 19% due to a 21% increase in the number of tons sold offset by a slight 2% decrease in average revenue per ton.  The higher sales resulted in spite of a reported decrease in drilling rig counts for the Gulf States area for the first quarter of 2004 compared to the prior years quarter.  We sell our Leonardite products to drilling mud companies that service many domestic and international drilling markets, so higher demand could come from areas outside the Gulf of Mexico as US and worldwide rig counts have all increased.  Cost of leonardite sold increased $31,000 or 14% due to the increase in production sold.  Average production costs per ton decreased $8.05 or 6% due to fixed costs that were spread over the higher volume being sold while inventory levels were maintained.  Gross margin (deficit) for leonardite operations fell just short of a positive level, but we continue to believe a positive gross margin in the near future is likely with sustained higher oil prices.





Information concerning our drilling operations for the three months ended March 31, 2004, is set forth in the table below:



|Drilling Operations    
|-----------------------
|                       
|                       
|                       
|                       
|                       
|                       
|Operating days         
|                       
|Drilling revenue       
|                       
|Average revenue per day
|                       
|Drilling costs         
|                       
|Average cost per day   
|                       
|Gross Margin (deficit) 



During the first quarter of 2003, Western Star Drilling Companys (WSDC) operations consisted of drilling one well for GeoResources.  During the first quarter of 2004 WSDCs operations consisted of preparation costs for moving to a GeoResources well, some maintenance and capitalized improvements to its E-25 Rig, and tear out work from another operators project that was drilled in 2003.  Therefore, there is no revenue in 2004 associated with that work because drilling operations for that project were completed in 2003 and all associated revenue was recognized in that year.  Subsequent to the end of the first quarter 2004, WSDC finished our first 2004 GeoResources well and moved on to a project for another operator.



All amounts in the drilling operations table above are presented in conformance with our financial statements.  Accordingly WSDCs revenue and expenses from the drilling of GeoResources wells are eliminated in consolidation of the financial statements and the cost of those wells is capitalized by GeoResources in oil and gas properties, using the full cost method of accounting.  Therefore, the amounts shown in the table represent only drilling operations performed by WSDC for companies other than GeoResources.   Due to that, revenue was zero in the first quarter of both 2003 and 2004, since WSDC had no drilling operations for other companies in either year.  For that same reason, expenses in the first quarter of both 2003 and 2004 were also zero except for expenses in the first quarter 2004 mentioned above.  Typically, due to harsh winters in North Dakota, it is not unusual for first quarter drilling levels to be the lowest of each year.  The average cost per day in the table is not particularly meaningful as they were costs incurred in operating days that had no actual drilling operations.  Due to the costs discussed above the gross margin (deficit) for drilling operations in our statements was $(48,000) for first quarter 2004 compared to zero for the same period in 2003.





Consolidated Analysis



Total operating revenue increased $17,000 or 1% due to increased energy prices and leonardite sales.  Total operating expenses increased $82,000 or 9%.  Operating expenses for oil and gas, leonardite, and drilling were previously discussed.  Depreciation, depletion and amortization decreased due to lower depletion of oil and gas properties.  Operating income before cumulative effect of change in accounting principle decreased to $103,000 compared to income of $169,000 for the same period in 2003.  Correspondingly, net income decreased 48% from a net income of $162,000 or $.04 for the first quarter of 2003 to $84,000 or $.02 for the first quarter of 2004.





Liquidity and Capital Resources



At March 31, 2004, we had a working capital deficit of $206,000 compared to a working capital deficit of $173,000 at December 31, 2003.  Our current ratio was .88 to 1 at March 31, 2004, compared to .91 to 1 at year-end 2003.



Net cash provided by operating activities was $576,000 for the quarter ended March 31, 2004, compared to $234,000 for the same period in 2003.  Cash was utilized to make payments of $338,000 for additions to property, plant and equipment and $87,000 for payment on long-term debt.



We believe our future cash requirements can be met by cash flows from operations and, if necessary, borrowings on our new $3,000,000 line-of-credit, which has funds available for use at March 31, 2004, subject to collateral requirements.  Future cash requirements might also be provided by possible forward sales of oil reserves or additional debt or equity financing.





Item 3.  Controls and Procedures



As of the end of the period covered by this report, we evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures over financial reporting pursuant to Rule 13a-15 and 15d-15 of the Securities Exchange Act of 1934.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures over financial reporting are adequate and effective in timely alerting them to material information required to be included in this quarterly report on Form 10-QSB.



Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entitys disclosure objectives.  The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures.  These limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or because of intentional circumvention of the established process.



During the period covered by this report, there have been no significant changes in our internal controls over financial reporting or in other factors, which could significantly affect internal controls over financial reporting, including any corrective actions with regard to significant deficiencies or material weaknesses.





PART II.  OTHER INFORMATION





Item 1. Legal Proceedings.



We are a defendant in a case with respect to a preference claim brought on November 8, 2002, in the United States Bankruptcy Court, Southern District of Texas, Houston Division (adversary proceeding number 02-03827, In Re:  Ramba, Inc., Lowell T. Cage, Trustee v. GeoResources, Inc.)  The bankruptcy trustee of a former leonardite customer, Ambar, Inc. (n/k/a Ramba, Inc.) has sued us for approximately $139,000 in an amended preference claim in Bankruptcy Court.  Our defense has been vigorous, and the District Court is presently considering our Motion for Summary Judgment.



Except as discussed herein, we are not a party to, nor are any of our properties subject to, any pending material legal proceedings.  We know of no legal proceedings contemplated or threatened against us.





|Item 6. Exhibits and Reports on Form 8-K.                                                                                                                                                                                                                        
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                 
|(a)
Exhibits.                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                 
|The following are exhibits filed with this report.                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                 
|10.1
Third Amendment of Credit Agreement dated March 22, 2004 by and between GeoResources, Inc. and Wells Fargo Bank National Association.                                                                                                                       
|                                                                                                                                                                                                                                                                 
|10.2
Fourth Amendment of Mortgage  Short Term Mortgage Redemption, Security Agreement, Assignment of Production and Financing Statement dated March 22, 2004 by and between GeoResources, Inc. as Mortgagor and Wells Fargo Bank National Association as lender.
|                                                                                                                                                                                                                                                                 
|31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                             
|                                                                                                                                                                                                                                                                 
|31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                             
|                                                                                                                                                                                                                                                                 
|32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                             
|                                                                                                                                                                                                                                                                 
|32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                             
|                                                                                                                                                                                                                                                                 
|The other material contracts and exhibits of the Company are incorporated herein by reference from the exhibit list in the Companys Annual Report on Form 10-KSB for the Year Ended December 31, 2003.                                                          
|                                                                                                                                                                                                                                                                 
|(b)
Reports on Form 8-K.                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                 
|None                                                                                                                                                                                                                                                             



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.



GEORESOURCES, INC.





May 14, 2004





/S/  J. P. Vickers



J. P. Vickers

Chief Executive Officer

Chief Financial Officer

EXHIBIT INDEX

|                                                                                                                                                                                                                                                                 
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                                                                                                                                                                                                          
|Number                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                 
|10.1
Third Amendment of Credit Agreement dated March 22, 2004 by and between GeoResources, Inc. and Wells Fargo Bank National Association.                                                                                                                       
|                                                                                                                                                                                                                                                                 
|10.2
Fourth Amendment of Mortgage  Short Term Mortgage Redemption, Security Agreement, Assignment of Production and Financing Statement dated March 22, 2004 by and between GeoResources, Inc. as Mortgagor and Wells Fargo Bank National Association as lender.
|                                                                                                                                                                                                                                                                 
|31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                            
|                                                                                                                                                                                                                                                                 
|31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                            
|                                                                                                                                                                                                                                                                 
|32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                            
|                                                                                                                                                                                                                                                                 
|32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                            
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|The other material contracts and exhibits of the Company are incorporated herein by reference from the exhibit list in the Companys Annual Report on Form 10-KSB for the Year Ended December 31, 2003.                                                          

EXHIBIT 31.1



Certification of Chief Executive Officer Under

Section 302 of the Sarbanes-Oxley Act of 2002



I, J.P. Vickers, Chief Executive Officer of GeoResources, Inc., certify that:



1.

I have reviewed this Quarterly Report on Form 10-QSB of GeoResources, Inc. (registrant);



2.

Based on my knowledge, this 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 report;



3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;



4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;



(b)

Reserved;



(c)

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely effect the registrants ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Date:

May 14, 2004



Signature:

/s/ J. P. Vickers



J. P. Vickers

Title:

Chief Executive Officer

EXHIBIT 31.2



Certification of Chief Financial Officer Under

Section 302 of the Sarbanes-Oxley Act of 2002



I, J. P. Vickers, Chief Financial Officer of GeoResources, Inc. certify that:



1.

I have reviewed this Quarterly Report on Form 10-QSB of GeoResources, Inc. (registrant);



2.

Based on my knowledge, this 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 report;



3.

Based on my knowledge, the financial statements, and other financial information included in this 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 report;



4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) for the registrant and have:



(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;



(b)

Reserved;



(c)

Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



(d)

Disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and



5.

The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):



(a)

All significant deficiencies and material weaknesses in the design of operation of internal control over financial reporting which are reasonably likely to adversely effect the registrants ability to record, process, summarize and report financial information; and



(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.



Date:

May 14, 2004



Signature:

/s/ J. P. Vickers



J. P. Vickers

Title:

Chief Financial Officer



EXHIBIT 32.1

Certification of Chief Executive Officer

of GeoResources, Inc Pursuant to 18 U.S.C. Section 1350





I, J. P. Vickers, certify that:



In connection with the Quarterly Report on Form 10-QSB of GeoResources, Inc. (the Company) for the period ended March  31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, J. P. Vickers, Chief Executive Officer of the Company, certify, 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, as amended; 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/  J. P. Vickers



J. P. Vickers

Chief Executive Officer

May 14, 2004



EXHIBIT 32.2

Certification of Chief Financial Officer

of GeoResources, Inc. Pursuant to 18 U.S.C. Section 1350





I, J. P. Vickers, certify that:



In connection with the Quarterly Report on Form 10-QSB of GeoResources, Inc. (the Company) for the period ended March 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, J. P. Vickers, Chief Financial Officer of the Company, certify, 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, as amended; 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/  J. P. Vickers



J. P. Vickers

Chief Financial Officer

May 14, 2004