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 September 30, 2005.



(  )  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 [   ] .



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



Yes [   ]          No [X] .

_____________________________________________________________________



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





|Class                                  |                  | Outstanding at November 11, 2005
|-------------------------------------- | ---------------- | --------------------------------
|Common Stock, par value $.01 per share | 3,765,269 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, 2005, and December 31, 2004)



Consolidated Statements of Operations

4

(Three months ended September 30, 2005, and 2004

and nine months ended September 30, 2005, and 2004)



Consolidated Statements of Cash Flows

5

(Nine months ended September 30, 2005, and 2004)



Notes to Consolidated Financial Statements

6



Item 2.

Management's Discussion and Analysis or Plan of Operation

7



Item 3.

Controls and Procedures

11



PART II.

OTHER INFORMATION

12



Item 1.

Legal Proceedings

12



Item 6.

Exhibits and Reports on Form 8-K

12

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)





|                                                | September 30, |  | December 31,
|----------------------------------------------- | ------------- |  | ------------
|                                                | 2005          |  | 2004        
|ASSETS                                          |               |  |             
|CURRENT ASSETS:                                 |               |  |             
|Cash and equivalents                            | $
2,023,649   |  | $
715,551   
|Trade receivables, net                          | 855,256       |  | 1,030,716   
|Insurance claim receivable                      | 41,223        |  | --          
|Inventories                                     | 246,722       |  | 235,405     
|Prepaid expenses                                | 97,493        |  | 65,762      
|Total current assets                            | 3,264,343     |  | 2,047,434   
|PROPERTY, PLANT AND EQUIPMENT, at cost:         |               |  |             
|Oil and gas properties, using the               |               |  |             
|full cost method of accounting:                 |               |  |             
|Properties being amortized                      | 26,668,212    |  | 25,997,466  
|Properties not subject to amortization          | 223,921       |  | 213,921     
|Drilling rig and equipment                      | 1,586,244     |  | 1,533,838   
|Leonardite plant and equipment                  | 850,889       |  | 3,284,466   
|Other                                           | 788,671       |  | 756,535     
|                                                | 30,117,937    |  | 31,786,226  
|Less accumulated depreciation, depletion        |               |  |             
|amortization and impairment                     | (19,464,347)  |  | (21,113,489)
|Net property, plant and equipment               | 10,653,590    |  | 10,672,737  
|TOTAL ASSETS                                    | $
13,917,933  |  | $
12,720,171
|                                                |               |  |             
|LIABILITIES AND STOCKHOLDERS' EQUITY            |               |  |             
|CURRENT LIABILITIES:                            |               |  |             
|Accounts payable                                | $
643,720     |  | $
996,624   
|Accrued expenses                                | 389,432       |  | 382,693     
|Income taxes payable                            | 151,000       |  | --          
|Current portions of capital lease obligations   | 42,520        |  | 64,286      
|Current maturities of long-term debt            | 526,145       |  | 518,750     
|Total current liabilities                       | 1,752,817     |  | 1,962,353   
|                                                |               |  |             
|CAPITAL LEASE OBLIGATIONS,less current portions | 25,798        |  | 54,847      
|LONG-TERM DEBT, less current maturities         | 691,667       |  | 1,205,729   
|ASSET RETIREMENT OBLIGATION                     | 1,962,230     |  | 1,893,510   
|DEFERRED INCOME TAXES                           | 612,000       |  | 524,000     
|Total liabilities                               | 5,044,512     |  | 5,640,439   
|STOCKHOLDERS' EQUITY:                           |               |  |             
|Common stock, par value $.01 per share;         |               |  |             
|authorized 10,000,000 shares;                   |               |  |             
|issued and outstanding 3,765,269                |               |  |             
|and 3,723,977 shares, respectively              | 37,653        |  | 37,240      
|Additional paid-in capital                      | 391,881       |  | 295,932     
|Retained earnings                               | 8,443,887     |  | 6,746,560   
|Total stockholders' equity                      | 8,873,421     |  | 7,079,732   
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY      | $
13,917,933  |  | $
12,720,171
|                                                |               |  |             
|See Notes to Consolidated Financial Statements. |               |  |             

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)







|                                                      | Three Months Ended
September 30, |  | Nine Months Ended
September 30,
|----------------------------------------------------- | -------------------------------- |  | -------------------------------
|                                                     
|                                                      | 2005                             |  | 2004                           
|OPERATING REVENUES:                                   |                                  |  |                                
|Oil and gas sales                                     | $
1,654,831                      |  | $
1,206,352                    
|Leonardite sales                                      | 25,803                           |  | 297,537                        
|Drilling revenue                                      | 694,452                          |  | 302,778                        
|                                                      |                                  |  |                                
|                                                      | 2,375,086                        |  | 1,806,667                      
|                                                      |                                  |  |                                
|OPERATING COSTS AND EXPENSES:                         |                                  |  |                                
|Oil and gas production                                | 693,882                          |  | 500,224                        
|Leonardite operations                                 | 76,421                           |  | 234,363                        
|Drilling costs                                        | 527,384                          |  | 250,380                        
|Depreciation and depletion                            | 219,276                          |  | 208,400                        
|Selling, general and administrative                   | 148,397                          |  | 128,637                        
|                                                      |                                  |  |                                
|                                                      | 1,665,360                        |  | 1,322,004                      
|                                                      |                                  |  |                                
|Operating income                                      | 709,726                          |  | 484,663                        
|                                                      |                                  |  |                                
|OTHER INCOME (EXPENSE):                               |                                  |  |                                
|Interest expense                                      | (22,419)                         |  | (21,991)                       
|Interest income                                       | 2,979                            |  | 306                            
|Gain on involuntary conversion
of Leonardite facility | --                               |  | --                             
|Other, net                                            | (4,359)                          |  | 4,950                          
|                                                      |                                  |  |                                
|                                                      | (23,799)                         |  | (16,735)                       
|                                                      |                                  |  |                                
|Income before income taxes                            | 685,927                          |  | 467,928                        
|                                                      |                                  |  |                                
|Income tax expense                                    | 110,000                          |  | 49,000                         
|                                                      |                                  |  |                                
|Net income                                            | $
575,927                        |  | $
418,928                      
|                                                      |                                  |  |                                
|EARNINGS PER SHARE:                                   |                                  |  |                                
|                                                      |                                  |  |                                
|Basic                                                 | $
.15                            |  | $
.11                          
|                                                      |                                  |  |                                
|Diluted                                               | $
.15                            |  | $
.11                          
|                                                      |                                  |  |                                
|                                                     
|See Notes to Consolidated Financial Statements.      



GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)









|                                                          | Nine Months Ended
September 30,
|--------------------------------------------------------- | -------------------------------
|                                                          | 2005                           
|CASH FLOWS FROM OPERATING ACTIVITIES:                     |                                
|Net income                                                | $
1,697,326                    
|Adjustments to reconcile net income                       |                                
|to net cash provided by operating activities:             |                                
|Depreciation and depletion                                | 608,936                        
|Accretion of asset retirement obligation                  | 68,720                         
|Deferred income taxes                                     | 88,000                         
|Gain on involuntary conversion of Leonardite facility     | (497,743)                      
|Other                                                     | 6,425                          
|Changes in assets and liabilities:                        |                                
|Decrease (increase) in:                                   |                                
|Trade receivables                                         | 175,460                        
|Inventories                                               | (11,317)                       
|Prepaid expenses and other                                | (31,731)                       
|Increase (decrease) in:                                   |                                
|Accounts payable                                          | (357,898)                      
|Accrued expenses                                          | 6,739                          
|Income taxes payable                                      | 151,000                        
|                                                          |                                
|Net cash provided by operating activities                 | 1,903,917                      
|                                                          |                                
|CASH FLOWS FROM INVESTING ACTIVITIES:                     |                                
|Additions to property, plant and equipment                | (855,797)                      
|Proceeds from insurance claim                             | 694,151                        
|Proceeds from sale of property, plant and equipment       | 26,946                         
|                                                          |                                
|Net cash used in investing activities                     | (134,700)                      
|                                                          |                                
|CASH FLOWS FROM FINANCING ACTIVITIES:                     |                                
|Principal payments on long-term capital lease obligations | (50,815)                       
|Debt issue costs                                          | --                             
|Proceeds from stock options exercised                     | 96,363                         
|Proceeds from long-term borrowings                        | 10,006                         
|Principal payments on long-term debt                      | (516,673)                      
|                                                          |                                
|Net cash used in financing activities                     | (461,119)                      
|                                                          |                                
|NET INCREASE IN CASH AND EQUIVALENTS                      | 1,308,098                      
|                                                          |                                
|CASH AND EQUIVALENTS, beginning of period                 | 715,551                        
|                                                          |                                
|CASH AND EQUIVALENTS, end of period                       | $
2,023,649                    
|                                                          |                                
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:         |                                
|Cash paid for:                                            |                                
|Interest                                                  | $
70,125                       
|Income taxes                                              | 1,120                          
|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, 2005, and the results of operations and cash flows for the three months and nine months ended September 30, 2005, and 2004.



The results of operations for the period ended September 30, 2005, 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, 2004.



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.  Sales and other material transactions between the segments have been eliminated.  Certain corporate costs, assets (including cash) 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:



|                             |              | September 30,
2005 |  | December 31,
2004
|---------------------------- | ------------ | ------------------ |  | -----------------
|Oil and gas                  | $
9,679,146  | $
9,237,435       
|Leonardite                   | 459,237      | 820,742           
|Drilling                     | 1,604,542    | 1,546,104         
|General corporate activities | 2,175,008    | 1,115,890         
|                             | $
13,917,933 | $
12,720,171      



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



|            | Three months ended September 30, |  | Nine Months Ended September 30,
|----------- | -------------------------------- |  | -------------------------------
|            | 2005                             |  | 2004                           
|Revenue:    |                                  |  |                                
|Oil and gas | $
1,654,831                      |  | $
1,206,352                    
|Leonardite  | 25,803                           |  | 297,537                        
|Drilling    | 694,452                          |  | 302,778                        
|            | $
2,375,086                      |  | $
1,806,667                    



|                             |           |  |          
|---------------------------- | --------- |  | ---------
|Operating income (loss)      |           |  |          
|Oil and gas                  | $
806,907 |  | $
564,158
|Leonardite                   | (55,165)  |  | 29,934   
|Drilling                     | 111,071   |  | 19,274   
|General corporate activities | (153,087) |  | (128,703)
|                             | $
709,726 |  | $
484,663





4.

Our leonardite processing facility was damaged in a fire on May 17, 2005, and has not operated since that date.  Our insurance carrier has determined the scope of damage, and we have recognized an insurance claim receivable of $41,000 and have received payments amounting to $694,000.  We have also recorded a $493,000 gain consisting of the insurance claim receivable and cash received less the net book value of the facility at the time of the fire and less direct costs incurred because of the fire.  Although we are continuing to explore other strategic alternatives for our leonardite operating segment, as of November 11, 2005, we are expecting to rebuild our leonardite facility and we have given our insurance carrier written notice of that intention.  It is uncertain at this time when such construction could begin due to extreme labor shortages caused by oil and gas activity in our area.  Once construction begins, we have been informed by our insurance company that we will be able to draw on additional insurance proceeds up to $640,000, which is contingent on replacement of the facility.



The fire has not affected our mining of leonardite raw material; however, other assets undamaged by the fire are temporarily idle pending either the resumption of operations at the processing facility, the employment of those assets in an alternative use, or their sale or other disposition.  The net book value of temporarily idle assets, which consists of property, equipment, and inventory, as of September 30, 2005, is $223,614.







ITEM 2.  Management's Discussion and Analysis or Plan of Operation





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, 2004, 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, 2005, compared to Three Months and Nine Months Ended September 30, 2004



Information concerning our oil and gas operations for the three months and nine months ended September 30, 2005, 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         
|                                        
|Depreciation, depletion
and amortization
|                                        
|Operating income                        



Oil and gas production sold, expressed in barrels of oil equivalent (BOE), declined 1,051 BOE, or 3%, and 5,206 BOE, or 6%, for the three- and nine-month periods ended September 30, 2005, compared to the same periods in 2004.  These declines were less than the natural decline of our wells due to our performance of work-overs on some of our wells that were not producing at full capacity and the resumption of production from some shut-in wells.  Also, we are drilling two gross (two net) wells in the fourth quarter.  The first well, Anderson 41-25 #3, located in Bottineau County, North Dakota, was spudded on October 25, 2005, and total depth was reached on November 1, 2005.  Pipe was set on this development well, and completion should commence soon.  The second well, Boll 1-27, is an exploratory well located in Bottineau County, North Dakota, and that well should be spudded in late November or early December.  Admittedly, our production has not increased in several years corresponding to the time that much of our human and financial resources were devoted to building our Western Star Drilling Company subsidiary.  Growth in drilling operations has taken a little longer than we had hoped but we believe 2005 is resulting as a pivotal year for drilling and that we can go forward with a more aggressive focus for our exploration and production operations.



For the three months ended September 30, 2005, we received an average price per BOE of $55.20, a 42% increase from the same quarter in 2004.  The nine months ended September 2005 also reflected a 40% increase in the average oil value per BOE to $48.12 compared to the nine months ended September 2004.  Although sales volumes declined slightly, oil and gas revenue increased 37% to $1,655,000 and 32% to $4,130,000 for the third quarter and nine months ended September 30, 2005, compared to the same periods in 2004.  The improved revenues were entirely due to the higher average price per BOE.



Oil and gas production costs for the third quarter 2005 increased 39% to $694,000 compared to the third quarter of 2004.  Nine-month oil and gas production costs increased 20% to $1,638,000 compared to the same nine-month period in 2004.  Production costs on a per-equivalent-barrel basis for the third quarter of 2005 rose $7.03, or 44% and increased $4.11, or 27% for the nine months of 2005 compared to the same period in 2004.  Rising production costs were due to our increased work-over activity and to increased rates for essentially all oil-well related supplies and services including, but not limited to, service rig costs, oil treating chemicals, propane fuel, labor, and insurance.  In addition, production taxes are included in our line item termed Production costs.  Production taxes were $3.47 per BOE and $2.95 per BOE for the third quarter and nine months, respectively.



Operating income for the three months ended September 30, 2005, was $807,000, a 43% increase from the same period in 2004.  The nine months operating income for 2005 increased 52% to $2,066,000 over 2004.



Information concerning our leonardite operations for the three months and nine months ended September 30, 2005, 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        
|                                       
|Depreciation,depletion
and amortization
|                                       
|Operating loss                         



Production of leonardite was suspended indefinitely due to a fire on May 17, 2005, at our leonardite processing facility.  Although the actual processing equipment was relatively unaffected, the damage to the electrical systems that control the operation of the equipment was significant.  Leonardite revenue for the third quarter of 2005 was strictly limited to sales of raw material for agricultural use.



The leonardite processing facility continued to incur expenses during the three-month period ended September 30, 2005, due to limited ongoing mining and sale of raw material, normal continuing costs such as insurance premiums and maintenance of equipment, and labor costs associated with employees who performed a general clean up and re-conditioning of the entire site and facility.  Labor and other costs associated specifically with clean up of the fire damage has been charged to other non-operating expense.



Recently we informed our insurance company in writing that we have decided to repair our leonardite facility and restore it to normal operations.  Our insurance replacement cost option should provide an additional amount up to $640,000 payable as the repairs are completed and invoiced.  The timing of these repairs is not certain at this time.  The market for drilling mud additives is strong; however, future market conditions, competition in leonardite based drilling mud additives, or future unforeseeable events and occurrences could cause us to change our plans and affect how, and if, the restoration is done.  For the present time we intend to continue to pursue small raw material sales, engineering design and specification for needed equipment replacement, and any other strategic alternatives that make the best use of our assets.



As discussed in our Annual Report on Form 10-KSB for the Year Ended December 31, 2004, our Leonardite mining operation has a 240-acre Logical Mining Unit (LMU) that contains 160 acres of Bureau of Land Management (BLM) leasehold.  On November 2, 2005, GeoResources, Inc. was issued a mining permit by the North Dakota Public Service Commission.  The permit contains Special Condition No. 1 which prohibits removal of any topsoil, subsoil, or overburden until approval from the Bureau of Land Management is obtained.  This approval is expected to be received before the end of the fourth quarter of 2005.  The new permit is not needed for our current limited production but will be needed when production resumes at our leonardite facility.



Information concerning our drilling operations for the three months and nine months ended September 30, 2005, is set forth in the table below:



|Drilling Operations                      
|-----------------------------------------
|                                         
|                                         
|                                         
|                                         
|                                         
|                                         
|Operating days                           
|                                         
|Drilling revenue                         
|                                         
|Average revenue per day                  
|                                         
|Drilling Costs                           
|                                         
|Average cost per day                     
|                                         
|Depreciation, depletion
and  amortization
|                                         
|Operating income (loss)                  



All amounts in the drilling operations table above are presented in conformance with our financial statements.  Accordingly, Western Star Drilling Companys (WSDC) revenue and expenses from the drilling of GeoResources wells or wells in which they participated 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.



During the first nine months of 2005, WSDCs operations consisted of 119 operating days drilling seven wells for other operators. GeoResources participated with a 10% interest in one of the other operators wells.  This compares to 77 operating days drilling one well for GeoResources and three for other operators in the same period of 2004.  During the 2004 nine months period GeoResources also participated with a 10% interest in one of the other operators wells.  For the three months ended September 30, 2005 WSDC operations were 60 days drilling four wells all for other operators, compared to 33 days drilling two wells for other operators in the same period of 2004.  The well counts used in this discussion are gross wells that had drilling in progress in each respective period either for other operators or for GeoResources.  The operating days and all other parameters in the table, however, are the net drilling days in each period associated only with outside drilling as explained in the paragraph above.



Drilling days for projects other than GeoResources increased 27 days or 82%, and 42 days or 55%, for the 2005 three- and nine-month periods, respectively, due to higher demand.  On a percentage utilization basis, the 2005 and 2004, three-month periods were 65% and 35% respectively and the nine-month periods were 44% and 28%.  Due to weather, road conditions, truck scheduling, and other factors annual utilization of 70% to 80% would be as high as we might hope to attain.



Due to higher rig utilization, drilling revenue was $392,000 and $534,000 higher for the three- and nine-month periods, respectively, and by the percentages shown in the table above.  Average revenue per day was $2,300 and $1,700 more in the same two periods and by the percentages shown.  This was primarily due to an unusual rig move during the third quarter where we paid the moving cost and re-billed it between two operators, at cost.  Typically, rig moving costs are paid directly by the operator to the mover.



Drilling costs were also higher by $277,000 and $449,000 for the three- and nine-month periods respectively and by their percentages shown in the table.  Average costs per day increased $1,100 and $1,000 in the same two periods.  The drilling costs increases were primarily due to higher rig utilization but they were also affected by the unusual rig move discussed above.



As a result of revenue and expenses, operating income from drilling operations for the third quarter of 2005 was about $92,000 higher than the same period in 2004 by the percentage shown.  Operating income for the nine months was $41,000 higher than the same period in 2004, but did not quite result in a nine-month positive income.  We are very pleased with the WSDC third quarter results but caution that future results might not meet third quarter 2005 performance.  Present indications are good as WSDC has signed and pending contracts for outside drilling as well as one well left for GeoResources before the end of the year.  As long as oil prices remain above $50 per barrel, we believe demand for drilling services will remain strong.



Consolidated Analysis



Total operating revenues increased $568,000, or 31%, and $1,491,000, or 32%, respectively, for the three- and nine-month periods ended September 30, 2005, compared to the same periods in 2004 due to increased energy prices and drilling operations.  Total operating expenses increased $343,000, or 26%, and $809,000, or 22%, for the same periods.  Operating expenses for oil and gas, leonardite, and drilling were previously discussed.   Depreciation, depletion and amortizationfor the three and nine months ended September 30, 2005, increased compared to the prior year periods due to higher depreciation of the drilling rig that is based on the number of days the rig is operated.  Selling, general and administrative increased primarily due to our efforts to increase investor awareness of the company.



Operating income increased to $710,000 and $1,532,000, respectively, for the three- and nine-month periods ended September 30, 2005, compared to income of $485,000 and $850,000 for the same periods in 2004.  Other non-operating expenses increased $9,300 and $52,000 for the same periods due to uninsured labor and other costs incurred for cleanup of damage specifically related to the fire at our Leonardite facility.  Income taxes were $239,000 for the nine-month period due in part to the $498,000 non-operating gain recognized on the involuntary conversion of our Leonardite facility.  After non-operating expenses and the provision for income taxes, net income was $576,000, or $0.15, per share and $1,697,000, or $0.45, per share for the three- and nine-month periods ended September 30, 2005, compared to a net income of $419,000, or $0.11, per share and $736,000, or $0.20, per share for the same periods in 2004.





Liquidity and Capital Resources



At September 30, 2005, we had working capital of $1,511,000 compared to working capital of $85,000 at December 31, 2004.  Our current ratio was 1.86 to 1 at September 30, 2005, compared to 1.04 to 1 at December 31, 2004.



Net cash provided by operating activities was $1,904,000 for the nine months ended September 30, 2005, compared to $1,384,000 for the same period in 2004.  Cash was utilized in 2005 to make payments of $856,000 for additions to property, plant and equipment, $51,000 for payments on capital leases, $392,000 for regularly scheduled payments on long-term debt and $125,000 for prepayment on long-term debt.



We believe our cash requirements can be met by cash flows from operations and, if necessary, borrowings on our $3,000,000 line-of-credit, which has funds available for use, 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



The Companys Chief Executive Officer and Chief Financial Officer, Mr. J. P. Vickers, has implemented the Companys disclosure controls and procedures to ensure that material information relating to the Company is made known to Mr. Vickers.  Our executive officers have evaluated the effectiveness of the Companys disclosure controls and procedures as of the end of the period.  Based on such evaluation, Mr. Vickers concluded that the Companys disclosure controls and procedures are effective in alerting him on a timely basis to material information relating to the Company that is required to be included in our reports filed or submitted under the Securities Exchange Act of 1934.



During the period covered by this report, there have been no changes in our internal controls over financial reporting or in other factors, that have materially affected or are reasonably likely to materially affect the Companys internal controls over financial reporting.





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, 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 on September 1, 2004, the District Court considered our Motion for Summary Judgment and ruled in our favor.  On September 14, 2004, the bankruptcy trustee filed a Notice of Appeal.  On June 17, 2005, we filed our Joint Brief of Appellees.  Oral arguments before the Fifth Circuit Court of Appeals are scheduled for the week of November 7, 2005.



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.                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.1
Amended  Restated Articles of Incorporation dated June 10, 2003, incorporated by reference to Exhibit 3.1 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.2
Bylaws, as amended March 2, 2004, incorporated by reference to Exhibit 3.2 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.1
1993 Employees Incentive Stock Option Plan, incorporated by reference as Exhibit A to the Registrants definitive Proxy Statement dated May 5, 1993.                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.2
2004 Employees Stock Incentive Plan, incorporated by reference as appendix B to the Registrants definitive Proxy Statement dated May 5, 2004.                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.3
Secured Form Loan and Revolving Credit Agreement dated April 29, 1993, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Billings), incorporated by reference to Exhibit 10.1 of the Registrants Form 10-Q for the quarter ended June 30, 1993.                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.4
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended September 30, 1995.                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.5
First Amendment of Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage - Collateral Real Estate Mortgage dated September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended September 30, 1995.
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.6
Commercial Installment Note with addendum dated February 1, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for year ended December 31, 1997.                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.7
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of December 5, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana), and all related documents, incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for the year ended December 31, 1997.                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.8
Mining Lease and Agreement dated May 14, 1998, by and between Roger C. Ryan, Executor for the Estate of Constance P. Ryan, and as a single man, Susan Ryan, Joseph W. Ryan and Charlotte Friis as Lessors, and GeoResources, Inc. as Lessee and all related documents, incorporated by reference to Exhibit 10.14 of Registrants Form 10-K for the year ended December 31, 1998.         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.9
The First Amendment of Credit Agreement made as of January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.1 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.10
Promissory Note made January 5, 2001, with Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.2 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.11
Third Amendment of and Addendum to Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage  Collateral Real Estate Mortgage made January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.3 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.12
Third Amendment of Credit Agreement dated March 22, 2004, by and between GeoResources, Inc. and Wells Fargo Bank, National Association (successor in interest to Wells Fargo Bank Montana), incorporated by reference to Exhibit 10.1 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.13
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 Mortgager and Wells Fargo Bank, National Association incorporated by reference to Exhibit 10.2 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|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.                                                                                                                                                                                                                                                                                           

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, 2005





/s/  J. P. Vickers



J. P. Vickers

Chief Executive Officer

Chief Financial Officer

EXHIBIT INDEX

|                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                                                                                                                                                                                                                                                                                                                                        
|Number                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.1
Amended  Restated Articles of Incorporation dated June 10, 2003, incorporated by reference to Exhibit 3.1 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.2
Bylaws, as amended March 2, 2004, incorporated by reference to Exhibit 3.2 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.1
1993 Employees Incentive Stock Option Plan, incorporated by reference as Exhibit A to the Registrants definitive Proxy Statement dated May 5, 1993.                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.2
2004 Employees Stock Incentive Plan, incorporated by reference as appendix B to the Registrants definitive Proxy Statement dated May 5, 2004.                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.3
Secured Form Loan and Revolving Credit Agreement dated April 29, 1993, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Billings), incorporated by reference to Exhibit 10.1 of the Registrants Form 10-Q for the quarter ended June 30, 1993.                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.4
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended September 30, 1995.                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.5
First Amendment of Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage - Collateral Real Estate Mortgage dated September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended September 30, 1995.
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.6
Commercial Installment Note with addendum dated February 1, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for year ended December 31, 1997.                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.7
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of December 5, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana), and all related documents, incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for the year ended December 31, 1997.                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.8
Mining Lease and Agreement dated May 14, 1998, by and between Roger C. Ryan, Executor for the Estate of Constance P. Ryan, and as a single man, Susan Ryan, Joseph W. Ryan and Charlotte Friis as Lessors, and GeoResources, Inc. as Lessee and all related documents, incorporated by reference to Exhibit 10.14 of Registrants Form 10-K for the year ended December 31, 1998.         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.9
The First Amendment of Credit Agreement made as of January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.1 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.10
Promissory Note made January 5, 2001, with Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.2 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.11
Third Amendment of and Addendum to Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage  Collateral Real Estate Mortgage made January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.3 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.12
Third Amendment of Credit Agreement dated March 22, 2004, by and between GeoResources, Inc. and Wells Fargo Bank, National Association (successor in interest to Wells Fargo Bank Montana), incorporated by reference to Exhibit 10.1 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.13
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 Mortgager and Wells Fargo Bank, National Association incorporated by reference to Exhibit 10.2 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|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, 2005



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, 2005



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, 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

November 14, 2005



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, 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

November 14, 2005