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


(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, 1998.

___ 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 30, 1998
      Common Stock                             4,071,652 shares
(par value $.01 per share)



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

       Information contained in the following discussion of results of
operations and financial condition of the Company contains forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995, which can be identified by the use of words such as "may,"
"will," "expect," "anticipate," "estimate," or "continue," or variations
thereon or comparable terminology.  In addition, all statements other than
statements of historical facts that address activities, events or
developments that the Company expects, believes or anticipates, will or may
occur in the future, and other such matters, are forward-looking
statements.

       The following discussion should be read in conjunction with the
Company's consolidated financial statements and related notes included
elsewhere herein.  The Company's future operating results  may be affected
by  various  trends  and factors  which are beyond the Company's control.
These include, among other factors, the competitive environment in which
the Company operates, prices for oil, both domestically and
internationally, demand for leonardite in the drilling industry, dependence
upon key management personnel, the speculative nature of the oil and gas
business in general, availability of drilling equipment and other uncertain
business conditions that may affect the Company's business.

       The Company cautions the reader that a number of important factors
discussed herein, and in other reports filed with the Securities and
Exchange Commission, particularly the Annual Report on Form 10-K for the
Fiscal Year Ended December 31, 1997, could affect the Company's actual
results and cause actual results to differ materially from those discussed
in forward-looking statements.

Results of Operations - Three Months and Nine Months Ended September
30,1998, compared to Three Months and Nine Months Ended September 30, 1997.

       Information concerning the Company's oil and gas operations for the
three months and nine months ended September 30, 1998, is set forth in the
table below:

                            Oil and Gas Operations

                                       % Increase                   % Increase
                        Three Months   (Decrease)     Nine Months   (Decrease)
                           Ended        From 1997        Ended       From 1997
                       Sept. 30, 1998    Period      Sept. 30, 1998   Period

Oil and gas production
 sold (BOE)                  44,245      (22%)            132,770     (13%)
                                        
Average price per BOE    $     8.98      (42%)         $     9.61     (41%)

Oil and gas revenue      $  397,390      (55%)         $1,276,076     (49%)

Production costs         $  249,063      (13%)         $  693,402     (24%)

Average production cost
 per BOE                 $     5.63       12%          $     5.22     (13%)


       Oil and gas production sold, expressed in barrels of oil equivalent
(BOE), was lower by 12,300 BOE or 22% and 19,600 BOE or 13% for the three-
and nine-month periods ended September 30, 1998, compared to the same
periods in 1997.  The lower volumes of oil and gas production sold during
both periods were due to three primary factors:  1.) Production sold in the
third quarter of 1997 was unusually high due to the flush production from
two horizontal wells that impacted that period, 2.) In 1998, the Company
reduced oil production sold by shutting in approximately 20 marginal wells
in an effort to reduce production costs.  About 13,000 barrels of oil
attributable to those wells is being held in inventory at September 30,
1998 and, 3.) Production declines from the existing horizontal wells have
not been replaced because the company is not drilling additional horizontal
wells at current oil prices.  Management expects oil production to
stabilize somewhat in the fourth quarter of 1998 and first quarter of 1999,
because deliveries of 75 barrels of oil per day (BOPD) under a forward-oil-
sale agreement expire on December 1, 1998.  This will add 75 BOPD to the
Company's production after the first of December.

       Oil and gas revenue decreased $483,000 or 55% during the third
quarter of 1998 compared to the same quarter in 1997.  This decrease
resulted from the 22% production decrease previously discussed and a 42%
lower average oil price in the third quarter 1998 compared to the third
quarter 1997.  The third quarter 1998 average oil price was the lowest
average price the Company had received thus far in 1998.  Oil and gas
revenue for the nine months ended September 30, 1998, declined $1,215,000
or 49% compared to the same period in 1997.  This decrease resulted from
the 13% production decrease discussed above combined with a 41% lower
average oil price for the nine months ended September 30, 1998, compared to
the same period in 1997.

       Oil and gas production costs decreased $35,800 or 13% and $221,800
or 24% for the three- and nine-month periods, respectively, when compared
to the same periods in 1997.  These decreases in production costs were the
result of lower production taxes from lower oil production levels in the
first three quarters of 1998 and efforts to reduce production costs by
shutting in marginal wells.  Production costs expressed on a per equivalent
barrel basis, however, were 12% higher for the three-month period and 13%
lower for the nine-month period when compared to the same periods in 1997.
Per barrel production costs were unusually low in the 1997 three-month
period, because much of the production in that quarter was flush production
from two horizontal wells which had lower per barrel production costs.

       Information concerning the Company's leonardite operations for the
three months and nine months ended September 30, 1998, is set forth in the
table below:

                            Leonardite Operations

                                       % Increase                   % Increase
                       Three Months    (Decrease)     Nine Months   (Decrease)
                           Ended        From 1997        Ended       From 1997
                       Sept. 30, 1998    Period      Sept. 30, 1998   Period

Leonardite production
 sold (tons)                  2,130      (26%)              6,106      (7%)

Average revenue per ton  $    85.46       (9%)         $    93.92       6%

Leonardite revenue       $  182,033      (32%)         $  573,459      (1%)

Cost of leonardite sold  $  150,702        1%          $  452,143       2%

Average production cost
 per ton                 $    70.75       36%          $    74.05      10%

       Leonardite production sold decreased 741 tons or 26% and 438 tons or
7%, respectively, for the three- and nine-month periods ended September 30,
1998, compared to the equivalent periods in 1997.  Management believes
these lower production levels result from moderate declines in domestic oil
and gas drilling activity, which in turn decreased demand for the Company's
leonardite products.

       Leonardite revenue decreased $86,300 or 32% and decreased $7,300 or
1%, respectively, for the three- and nine-month periods ended September 30,
1998, compared to the same periods in 1997.  The lower revenue in the three-
month period was primarily due to the lower product sales discussed above.
Average revenue per ton for the nine months ended September 30, 1998, was
essentially stable, but the three-month period was 9% lower due to a larger
percentage of basic product sales that occurred in the first quarter of
1998.  The Company's basic product has lower processing costs and selling
prices.

       Cost of leonardite sold was relatively unchanged for the three- and
nine-month periods ended September 30, 1998, compared to the same periods
in 1997.  Cost of leonardite sold did not decrease related to the lower
production volumes in the three-month period due to some unusual mining
equipment repair costs that offset lower production costs.  Average per ton
production costs increased 36% and 10%, respectively, for the three- and
nine-month periods ended September 30, 1998, compared to the same periods
in 1997 due to the mining equipment repair costs incurred in the third
quarter.


                            Consolidated Analysis

        Total operating revenues decreased $569,000 or 50% and $1,222,000
or 40%, respectively, for the three- and nine-month periods ended September
30, 1998, compared to the same periods in 1997.  These decreases were due
to the lower oil and leonardite sales previously discussed.  Total
operating expenses decreased $62,000 or 8% and $248,000 or 11% for the
three- and nine-month periods of 1998, respectively, compared to the same
periods in 1997.  These decreases were primarily due to the lower oil and
gas production costs discussed above coupled with lower depreciation and
depletion expense related to lower oil production.  As a result of
substantially lower operating revenues and somewhat lower expenses, an
operating loss of $120,400 and $257,900, respectively, was incurred for the
three- and nine-month periods ended September 30, 1997, compared to
operating income of $386,500 and 716,400 for the same periods in 1997.

        Nonoperating expenses for the three- and nine-month periods ended
September 30, 1998, increased $11,800 and $11,600, respectively, when
compared with the prior year's periods.  As a result, the loss before taxes
was $152,558 and $322,066, respectively, for the three- and nine-month
periods ended September 30, 1998, compared to income of $366,107 and
$663,727 for the same periods in 1997.

        Income tax benefit was $10,000 for the 1998 nine-month period
compared to a tax expense of $63,500, for the same period in 1997.  Income
taxes primarily consist of the effect of the net changes in the Company's
deferred tax assets and liabilities and therefore bear little relationship
to income.

        After income taxes, consolidated operations yielded a net loss of
$152,600 or $.04 per share for the third quarter of 1998 compared to net
income of $345,800 or $.08 per share for the third quarter of 1997.  The
net loss for the nine months ended September 30, 1998, was $312,100 or $.08
per share compared to $600,200 or $.15 per share of net income in the same
period of 1997.


                       Liquidity and Capital Resources

       At September 30, 1998, the Company had working capital of $147,700
compared to working capital of $18,200 at December 31, 1997.  The Company's
current ratio was 1.15 to 1 at September 30, 1998, compared to 1.01 to 1 at
year-end 1997.

       Net cash used in operating activities was $68,400 for the nine
months ended September 30, 1998, compared to net cash provided by operating
activities of $1,127,000 for the same period in 1997.  The decrease in 1998
operating cash flows was primarily due to the substantial reduction in oil
prices.  In 1998 cash was utilized to make payments of $1,110,000 for
additions to property, plant and equipment primarily for the drilling and
completion of the Ballantyne-State/Steinhaus H1 and the Oscar Fossum H4
wells and $343,600 for payments on long-term debt.

       Management believes the Company's future cash requirements can be
met by cash flows from operations or cash flows coupled with other
potential means of capital funding.  Future cash requirements might be
provided by possible forward sales of oil reserves or additional debt or
equity financing.


                             Year 2000 Readiness

     The Company expects to complete the review, resolution and testing of
all its internal computer systems prior to December 31, 1999, so that it is
Year 2000 compliant.  Essentially all of the Company's office computer
systems are desktop computers, including its complete accounting system.
The maker of the Company's accounting software has represented that it has
run a 2000 compliant version in house for over a year, and the Company
expects to upgrade to that version before August 31, 1999.  All other
office desktop systems are either already Year 2000 compliant or will be
upgraded before December 31, 1999.  The Company's oil and gas production
operations equipment and its leonardite processing operations equipment are
both not dependent on any material amount of in house computerized controls
or embedded chip devices and as such are not deemed to be affected by Year
2000 compliance issues.  Both of these operational segments are however,
significantly dependent on supplies provided by third parties, particularly
for energy in the form of electricity and natural gas.  The Company plans
to contact these energy suppliers to ascertain their Year 2000 readiness.
The Company cannot guarantee that there will not be material adverse
effects to the Company if utilities and other of the Company's suppliers
have difficulties related to Year 2000 readiness.  The Company believes the
availability of supplies and services from third parties to be the most
significant risk related to the Year 2000 issue.


                                  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.


January 26, 1999


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