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 September 30, 2003.

( )  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           (I.R.S. Employer Identification No.)
incorporation or organization)


         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 October 31, 2003
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
        (September 30, 2003, and December 31, 2002)

     Consolidated Statements of Operations                          4
        (Three months ended September 30, 2003, and 2002
         and nine months ended September 30, 2003, and 2002)

     Consolidated Statements of Cash Flows                          5
        (Nine months ended September 30, 2003, and 2002)

     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)


                                              September 30,   December 31,
                                                  2003            2002
ASSETS                                        ------------    ------------
CURRENT ASSETS:
  Cash and equivalents                        $    413,492    $    329,302
  Trade receivables, net                           662,158         821,459
  Inventories                                      256,055         207,998
  Income tax receivable                                 --          50,192
  Prepaid expenses                                  30,358          28,326
                                              ------------    ------------
         Total current assets                    1,362,063       1,437,277
                                              ------------    ------------

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Oil and gas properties, using the
   full cost method of accounting:
     Properties being amortized                 24,351,868      22,636,316
     Properties not subject to amortization        258,894         251,714
  Drilling rig and equipment                     1,166,683       1,077,551
  Leonardite plant and equipment                 3,267,634       3,262,200
  Other                                            757,273         757,431
                                              ------------    ------------
                                                29,802,352      27,985,212
  Less accumulated depreciation, depletion,
   amortization and impairment                 (20,105,319)    (20,386,789)
                                              ------------    ------------
         Net property, plant and equipment       9,697,033       7,598,423
                                              ------------    ------------

OTHER ASSETS                                         6,875          12,500
                                              ------------    ------------
TOTAL ASSETS                                  $ 11,065,971    $  9,048,200
                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                            $    787,647    $    659,282
  Accrued expenses                                 333,297         335,219
  Current maturities of long-term debt             462,611         132,260
                                              ------------    ------------
         Total current liabilities               1,583,555       1,126,761

LONG-TERM DEBT, less current maturities          1,483,665       1,910,228
ASSET RETIREMENT OBLIGATION                      1,667,100              --
DEFERRED INCOME TAXES                              404,000         395,000
                                              ------------    ------------
         Total liabilities                       5,138,320       3,431,989
                                              ------------    ------------

STOCKHOLDERS' EQUITY:
  Common stock, par value $.01 per share;
   authorized 10,000,000 shares;
   issued and outstanding 3,723,977
   and 3,787,477 shares, respectively               37,240          37,875
  Additional paid-in capital                       295,932         384,185
  Retained earnings                              5,594,479       5,194,151
                                              ------------    ------------
         Total stockholders' equity              5,927,651       5,616,211
                                              ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 11,065,971    $  9,048,200
                                              ============    ============

See Notes to Consolidated Financial Statements.



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


                                Three Months Ended         Nine Months Ended
                                   September 30,             September 30,
                             ------------------------  ------------------------
                                 2003         2002         2003         2002
                             -----------  -----------  -----------  -----------
OPERATING REVENUES:
 Oil and gas                 $   878,889  $   858,197  $ 2,632,859  $ 2,096,737
 Leonardite                      130,339      202,110      445,029      446,180
 Drilling                        206,787        3,188      206,787      177,599
                             -----------  -----------  -----------  -----------
                               1,216,015    1,063,495    3,284,675    2,720,516
                             -----------  -----------  -----------  -----------

OPERATING COSTS AND EXPENSES:
 Oil and gas production          426,967      396,925    1,263,489    1,159,452
 Cost of leonardite sold         133,620      161,106      460,668      429,611
 Drilling costs                  118,702        7,378      118,702      131,459
 Depreciation and depletion      219,164      225,369      555,113      642,880
 Selling, general
  and administrative             109,531      141,681      405,963      394,164
                             -----------  -----------  -----------  -----------
                               1,007,984      932,459    2,803,935    2,757,566
                             -----------  -----------  -----------  -----------
         Operating
          income (loss)          208,031      131,036      480,740      (37,050)
                             -----------  -----------  -----------  -----------

OTHER INCOME (EXPENSE):
 Interest expense                (21,837)     (25,443)     (66,428)     (66,397)
 Interest income                     461          451        8,168       11,558
 Other income, net                 3,498        4,950       13,848       14,100
                             -----------  -----------  -----------  -----------
                                 (17,878)     (20,042)     (44,412)     (40,739)
                             -----------  -----------  -----------  -----------

         Income (loss) before
          income taxes           190,153      110,994      436,328      (77,789)

 Income tax (expense) benefit    (19,000)      (7,000)     (13,000)      43,000
                             -----------  -----------  -----------  -----------
         Income (loss) before
          cumulative effect
          of change in
          accounting principle   171,153      103,994      423,328      (34,789)

 Cumulative effect on prior
  years accounting change,
  net of tax                          --           --      (23,000)          --
                             -----------  -----------  -----------  -----------

         Net income (loss)   $   171,153  $   103,994  $   400,328  $   (34,789)
                             ===========  ===========  ===========  ===========

EARNINGS PER SHARE:

 Income (loss) before
  cumulative effect of
  accounting change          $       .05  $       .03  $       .12  $      (.01)

 Cumulative effect of
  accounting change                   --           --         (.01)          --
                             -----------  -----------  -----------  -----------
         Net income (loss),
          basic and diluted  $       .05  $       .03  $       .11  $      (.01)
                             ===========  ===========  ===========  ===========

PRO FORMA AMOUNTS, assuming
 retroactive application
 of new accounting method:

 Net income (loss)           $   171,153  $    87,170  $   423,328  $   (75,965)
                             ===========  ===========  ===========  ===========

 Net income (loss) per share,
  basic and diluted          $       .05  $       .02  $       .12  $      (.02)
                             ===========  ===========  ===========  ===========

See Notes to Consolidated Financial Statements.



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

                                                    Nine Months Ended
                                                      September 30,
                                              ----------------------------
                                                  2003            2002
                                              ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $    400,328    $    (34,789)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and depletion                    547,530         642,880
     Cumulative effect of accounting change         23,000              --
     Accretion of asset retirement obligation       56,100              --
     Deferred income taxes                          13,000           2,000
     Other                                           5,625           8,743
     Changes in assets and liabilities:
      Decrease (increase) in:
       Trade receivables                           159,301        (212,693)
       Inventories                                 (48,057)        (46,751)
       Income tax receivable                        50,192         (27,032)
       Prepaid expenses and other                   (2,032)         (8,963)
      Increase (decrease) in:
       Accounts payable                             39,128        (207,937)
       Accrued expenses                             (1,922)         10,324
                                              ------------    ------------
         Net cash provided by
          operating activities                   1,242,193         125,782
                                              ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant
   and equipment                                  (972,903)       (976,922)
                                              ------------    ------------
         Net cash used in
          investing activities                    (972,903)       (976,922)
                                              ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings                    --       1,010,000
  Principal payments on long-term debt             (96,212)        (95,724)
  Cost to purchase common stock                    (88,888)        (11,172)
                                              ------------    ------------
         Net cash provided by (used in)
          financing activities                    (185,100)        903,104
                                              ------------    ------------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS     84,190          51,964

CASH AND EQUIVALENTS, beginning of period          329,302         191,328
                                              ------------    ------------
CASH AND EQUIVALENTS, end of period           $    413,492    $    243,292
                                              ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid (received) for:
     Interest                                 $     66,428    $     66,397
     Income taxes                                  (49,119)          1,758

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 September 30, 2003, and
    the results of operations and cash flows for the three months and nine
    months ended September 30, 2003, and 2002.

    The results of operations for the periods ended September 30, 2003, 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, 2002.

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 September 30,
    2003, and December 31, 2002:
                                              September 30,   December 31,
                                                  2003            2002
                                              ------------    ------------
           Oil and gas                        $  8,274,116    $  6,176,486
           Leonardite                              750,534         860,868
           Drilling                              1,202,681       1,150,093
           General corporate assets                838,640         860,753
                                              ------------    ------------
                                              $ 11,065,971    $  9,048,200
                                              ============    ============

    Presented below is information concerning our operating segments for the
    three- and nine-month periods ended September 30, 2003, and 2002:

                                Three Months Ended         Nine Months Ended
                                   September 30,             September 30,
                             ------------------------  ------------------------
                                 2003         2002         2003         2002
                             -----------  -----------  -----------  -----------
    Revenue:
      Oil and gas            $   878,889  $   858,197  $ 2,632,859  $ 2,096,737
      Leonardite                 130,339      202,110      445,029      446,180
      Drilling                   206,787        3,188      206,787      177,599
                             -----------  -----------  -----------  -----------
                             $ 1,216,015  $ 1,063,495  $ 3,284,675  $ 2,720,516
                             ===========  ===========  ===========  ===========

    Income (loss) before income taxes:
      Oil and gas            $   315,154  $   295,252  $   957,939  $   472,041
      Leonardite                 (33,448)       7,544     (109,425)     (77,466)
      Drilling                    48,347      (32,002)      48,347      (36,780)
      General corporate
       activities               (122,022)    (139,758)    (416,121)    (394,845)
      Other income and
       expenses                  (17,878)     (20,042)     (44,412)     (40,739)
                             -----------  -----------  -----------  -----------
                             $   190,153  $   110,994  $   436,328  $   (77,789)
                             ===========  ===========  ===========  ===========

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.  The adoption also resulted in an increase to oil and gas
    properties being amortized of $1,562,000, a discounted liability for
    asset retirement obligations of $1,589,000, and a decrease of deferred
    income tax liabilities of $4,000.  In addition, the Company has recorded
    a pre-tax charge to income of $56,000 to reflect the accretion of the
    liability through September 30, 2003.

    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, 2002, could affect our 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,
                        2003, compared to Three Months and Nine Months
                        Ended September 30, 2002.

  Information concerning our oil and gas operations for the three months
and nine months ended September 30, 2003, is set forth in the table below:

                            Oil and Gas Operations

                                         % Increase                  % Increase
                          Three Months   (Decrease)   Nine Months    (Decrease)
                              Ended       From 2002      Ended        From 2002
                         Sept. 30, 2003    Period    Sept. 30, 2003    Period
                         --------------  ----------  --------------  ----------
Oil and gas production
 sold (BOE)                      33,976      (5%)           100,516      (4%)

Average price per BOE    $        25.87       8%     $        26.19      31%

Oil and gas revenue      $      878,889       2%     $    2,632,859      26%

Production costs         $      426,967       8%     $    1,263,489       9%

Average production cost
 per BOE                 $        12.57      14%     $        12.57      13%


  Oil and gas production sold, expressed in barrels of oil equivalent
(BOE), declined 1,922 BOE, or 5%, and 4,126 BOE, or 4%, for the three- and
nine-month periods ended September 30, 2003, compared to the same periods
in the prior year.  These small declines were not deemed by us to be a
significant change in our production or reserve base, but rather the result
of only one new marginally producing well being put on production by the
end of the third quarter out of the first two we drilled.  A third well was
drilled during the third quarter, but that well had some completion
difficulties that prevented it from going on production by the end of the
third quarter.  Workover operations have also been ongoing, however, much
of that work has been preparations for future secondary recovery operations
and efforts related to maintaining regulatory compliance on old wells.  The
company's management believes oil production will increase through
continued drilling, although the amount of increase, if any, may not be
substantial for the remainder of 2003.  Also with NYMEX oil prices nearing
a 24-month period above $25 per barrel, the availability of some supplies
and services is once again becoming a potential factor in planning for near
future operations.  We do not believe this is a critical issue in our
operations at this time, but it could be a factor in the future.

  The average price per BOE for the third quarter 2003 increased to $25.87,
a change of $1.96, or 8%, above the same period in 2002.  The 2003 nine-
month period average price per BOE was $26.19, or $6.15 and 31% higher than
the same period in 2002.  Oil and gas revenue for the three-month period
ended September 30, 2003, was essentially stable due to the 5% lower
production and 8% higher commodity values discussed above.  Oil and gas
revenue for the 2003 nine-month period was notably higher however at
$2,633,000 for the nine months ended September 30, 2002, or $536,000 and
26% higher than the $2,097,000 for the same period last year.

  With increases in revenue, oil and gas production costs also increased
$30,000, or 8%, and $104,000, or 9%, for the three- and nine-month periods
of 2003, respectively, when compared to the same periods in 2002.  The
increase in both periods was primarily due to desires to use periods of
higher cash flow to perform more repair, maintenance and workover
operations.  These higher production costs resulted in costs expressed on a
per-equivalent-barrel basis increasing 14% for the three-month period and
13% for the nine-month period of 2003 when compared to the same periods in
2002.


  Information concerning our leonardite operations for the three months
and nine months ended September 30, 2003, is set forth in the table below:

                             Leonardite Operations

                                         % Increase                  % Increase
                          Three Months   (Decrease)    Nine Months   (Decrease)
                              Ended       From 2002       Ended       From 2002
                         Sept. 30, 2003    Period    Sept. 30, 2003    Period
                         --------------  ----------  --------------  ----------
Leonardite production
 sold (tons)                      1,468     (36%)             4,871      (1%)

Average revenue per ton  $        88.79      --%     $        91.36      --%

Leonardite revenue       $      130,339     (35%)    $      445,029      --%

Cost of leonardite sold  $      133,620     (17%)    $      460,668       7%

Average production cost
 per ton                 $        91.02      29%     $        94.57       8%

  Leonardite production sold decreased 809 tons, or 36%, and 31 tons, or
1%, respectively, for the three- and nine-month periods ended September 30,
2003, compared to the equivalent periods in 2002.  For the three months,
sales declined mostly because one of our important customers had little
demand for deep drilling products.  We hope the severity of these lower
sales was essentially a timing coincidence for the third quarter as sales
to that customer resumed at somewhat higher levels after September 30,
2003.  For the nine months, the essentially flat sales with the prior year
reflects the relatively stable rig counts in the gulf coast offshore
Louisiana and Texas.  Shallower land based onshore rig counts were up
approximately 30% from third quarter 2002 to third quarter 2003 but
offshore deep drilling was virtually flat over the same two periods.  This
is not unusual as deep drilling is typically slower to start up as oil and
gas prices rise.

  Leonardite revenue decreased $72,000, or 35% for the three-month period
ended September 30, 2003, and varied only slightly for the nine-month
period compared to the same periods in 2002.  Revenue decreased due to the
lack of sales as discussed above.  Average revenue per ton for the three
and nine months ended September 30, 2003, was the same as in 2002 for the
same periods.  Revenue was also tied to the fact that deep wells generally
require specialty products for their drilling muds.  With less deep
drilling we tend to have less higher priced specialty product revenue.

  Cost of leonardite sold was 17% lower for the three-month period ended
September 30, 2003, and increased 7% for the nine-month period compared to
the same periods in 2002.  Average per ton production costs increased 29%
and 8%, respectively, for the three- and nine-month periods ended September
30, 2003, compared to the same periods in 2002.  Production costs were
affected by the increased cost of natural gas used in the drying and
processing of our lignite.  At the present time, we do not have the product
demand to spread these costs and fixed costs over a larger production base.


                              Drilling Operations

  During the first nine months of 2003, our subsidiary, Western Star
Drilling Company ("WSDC"), drilled five wells, three for us and two for
other operators.  The second well for the outside operator was spudded mid-
September and did not reach total depth until late October.  Drilling
revenues, through September 30, 2003, from the external projects were
$207,000, and associated costs of those projects were $119,000, yielding an
operating income from drilling operations of $88,000 before depreciation.
These results compare to the same period of 2002, when WSDC drilled two
wells for other operators resulting in revenue of $178,000, costs of
$131,000 and an operating income before depreciation of $47,000.


                             Consolidated Analysis

  Total operating revenues increased $153,000, or 14%, and $564,000, or
21%, respectively, for the three- and nine-month periods ended September
30, 2003, compared to the same periods in 2002 due to increased energy
prices.  Total operating expenses increased $76,000, or 8%, and $46,000, or
2%, for the same periods.  Operating expenses for oil and gas, leonardite,
and drilling were previously discussed.  Depreciation, depletion and
amortization for the three and nine months ended September 30, 2003,
decreased compared to the prior year periods primarily because of lower
depletion of oil and gas properties resulting from a lower depletion rate
on higher 2002 year-end reserve volumes.  Selling, general and
administrative decreased $32,000, or 23%, and increased $12,000, or 3%,
respectively, for the three- and nine-month periods ended September 30,
2003, compared to the same periods in 2002.  The lower cost  in the third
quarter 2003 is primarily due to a reserve set aside in 2002 for the claim
by a bankruptcy trustee of a former leonardite customer.

  Operating income increased to $208,000 and $481,000 for the three- and
nine-month periods ended September 30, 2003, compared to income of $131,000
and a loss of $37,000 for the same periods in 2002.  After provisions for
non-operating expenses and income taxes, resulting income before the
cumulative effect of the change in accounting principle was $171,000, or
$0.05, per share and $423,000, or $0.12, per share for the three- and nine-
month periods ended September 30, 2003 compared to a net income of
$104,000, or $0.03, per share and a net loss of $35,000, or $0.01, per
share for the same periods in 2002.


                        Liquidity and Capital Resources

  At September 30, 2003, we had a working capital deficit of $221,000
compared to working capital of $311,000 at December 31, 2002. Our current
ratio was .86 to 1 at September 30, 2003, compared to 1.28 to 1 at year-end
2002.  The deficit in our working capital at September 30, 2003, was due to
the combination of lower trade receivables, higher accounts payable and
considerably higher current maturities as our 2001 RLOC converts to a term
loan in 2004.  During 2003, we have been in discussions with our bank about
a new line-of-credit for the future and our repayment scheduling.  We
anticipate that these discussions will result in a new line-of-credit
before the current line-of-credit expires.

  Net cash provided by operating activities was $1,242,000 for the nine
months ended September 30, 2003, compared to $126,000 for the same period
in 2002.  Cash was utilized in 2003 to make payments of $973,000 for
additions to property, plant and equipment, $96,000 for payments on long-
term debt and $89,000 for stock repurchases.

  We believe our cash requirements can be met by cash flows from operations
and, if necessary, borrowings on our existing $3,000,000 line-of-credit, of
which $1,225,000 remained available for use at September 30, 2003.  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 bankruptcy 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.)  The bankruptcy trustee of a former leonardite customer, Ambar,
Inc. (n/k/a Ramba, Inc.) has brought a preference claim of approximately
$160,000 alleging that we received preferential transfers from Ambar, Inc.
within 90 days of its bankruptcy petition filed on November 21, 2000.  We
and other similarly situated defendants have joined together to share a
common defense in order to reduce legal costs.  We are defending against
the claim based on the position that the payments we received were not
preferential transfers but rather were (a) payments on a trade account that
were received in the normal course of business, or (b) payments that did
not come from the debtor.  We may also consider a settlement on the claim
if we deem it economically advisable.  As of December 31, 2002, and
September 30, 2003, we have a reserve recorded of $50,000 with respect to
this matter.

  Except as discussed herein, we are not a party, 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.

       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.

  (b)  Reports on Form 8-K.

       On August 19, 2003, the Registrant filed its earnings press release
       for the second quarter of 2003 under Item 12 of Form 8-K.



                                  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.


November 14, 2003


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



                                 EXHIBIT INDEX

Exhibit
Number

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).



                                                                  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:       November 14, 2003

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:       November 14, 2003

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 September 30, 2003, 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
                                       November 14, 2003



                                                                  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 September 30, 2003, 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
                                       November 14, 2003