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, 2002.

( )  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, 2002
Common Stock, par value $.01 per share                3,787,477 shares
         _____________________________________________________________



                              GEORESOURCES, INC.
                                    INDEX


                                                                  PAGE
                                                                 NUMBER
PART I.  FINANCIAL INFORMATION

  Item 1.  Financial Statements

     Consolidated Balance Sheets                                    3
        (September 30, 2002, and December 31, 2001)

     Consolidated Statements of Operations                          4
        (Three months ended September 30, 2002, and 2001
         and nine months ended September 30, 2002, and 2001)

     Consolidated Statements of Cash Flows                          5
        (Nine months ended September 30, 2002, and 2001)

     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                                        10



                        PART I.  FINANCIAL INFORMATION
                        ITEM 1.  Financial Statements
                     GEORESOURCES, INC., AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)


                                              September 30,   December 31,
                                                  2002            2001
                                              ------------    ------------
ASSETS
CURRENT ASSETS:
  Cash and equivalents                        $    243,292    $    191,328
  Trade receivables, net                           839,053         626,359
  Inventories                                      243,609         196,858
  Income tax receivable                             50,032          23,000
  Prepaid expenses                                  34,117          25,155
                                              ------------    ------------
     Total current assets                        1,410,103       1,062,700
                                              ------------    ------------

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Oil and gas properties, using the
   full cost method of accounting:
     Properties being amortized                 22,453,594      21,594,355
     Properties not subject to amortization        228,499         239,067
  Drilling rig and equipment                     1,072,382         968,064
  Leonardite plant and equipment                 3,244,605       3,244,605
  Other                                            757,931         759,742
                                              ------------    ------------
                                                27,757,011      26,805,833
  Less accumulated depreciation, depletion
   amortization and impairment                 (20,332,812)    (19,689,932)
                                              ------------    ------------
     Net property, plant and equipment           7,424,199       7,115,901
                                              ------------    ------------

OTHER ASSETS                                        14,375          23,118
                                              ------------    ------------
TOTAL ASSETS                                  $  8,848,677    $  8,201,719
                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                            $    705,126    $    938,807
  Accrued expenses                                 232,999         222,675
  Current maturities of long-term debt             133,026         125,000
                                              ------------    ------------
     Total current liabilities                   1,071,151       1,286,482

LONG-TERM DEBT, less current maturities          1,941,478       1,035,228
DEFERRED INCOME TAXES                              346,000         344,000
                                              ------------    ------------
     Total liabilities                           3,358,629       2,665,710
                                              ------------    ------------

STOCKHOLDERS' EQUITY:
  Common stock, par value $.01 per share;
   authorized 10,000,000 shares;
   issued and outstanding, 3,787,477
   and 3,794,227 shares, respectively               37,875          37,942
  Additional paid-in capital                       384,185         395,290
  Retained earnings                              5,067,988       5,102,777
                                              ------------    ------------
     Total stockholders' equity                  5,490,048       5,536,009
                                              ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $  8,848,677    $  8,201,719
                                              ============    ============

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,
                             ------------------------  ------------------------
                                 2002         2001         2002         2001
                             -----------  -----------  -----------  -----------
OPERATING REVENUES:
  Oil and gas                $   858,197  $   860,597  $ 2,096,737  $ 2,532,319
  Leonardite                     202,110      191,190      446,180      744,565
  Drilling                         3,188           --      177,599           --
                             -----------  -----------  -----------  -----------
                               1,063,495    1,051,787    2,720,516    3,276,884
                             -----------  -----------  -----------  -----------

OPERATING COSTS AND EXPENSES:
  Oil and gas production         396,925      492,133    1,159,452    1,392,038
  Cost of leonardite sold        161,106      149,204      429,611      606,414
  Drilling costs                   7,378           --      131,459           --
  Depreciation and depletion     225,369      182,306      642,880      500,718
  Selling, general
   and administrative            141,681      101,647      394,164      342,860
                             -----------  -----------  -----------  -----------
                                 932,459      925,290    2,757,566    2,842,030
                             -----------  -----------  -----------  -----------
     Operating income (loss)     131,036      126,497      (37,050)     434,854
                             -----------  -----------  -----------  -----------

OTHER INCOME (EXPENSE):
  Interest expense               (25,443)     (10,473)     (66,397)     (35,275)
  Interest income                    451       12,626       11,558       19,726
  Other income, net                4,950        5,074       14,100       15,725
                             -----------  -----------  -----------  -----------
                                 (20,042)       7,227      (40,739)         176
                             -----------  -----------  -----------  -----------
     Income (loss) before
      income taxes               110,994      133,724      (77,789)     435,030


  Income tax (expense) benefit    (7,000)     (17,000)      43,000      (54,000)
                             -----------  -----------  -----------  -----------
     Net income (loss)       $   103,994  $   116,724  $   (34,789) $   381,030
                             ===========  ===========  ===========  ===========

EARNINGS PER SHARE:

     Net income (loss),
      basic and diluted      $       .03  $       .03  $      (.01) $       .10
                             ===========  ===========  ===========  ===========

See Notes to Consolidated Financial Statements.



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


                                                    Nine Months Ended
                                                      September 30,
                                              ----------------------------
                                                  2002            2001
                                              ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $    (34,789)   $    381,030
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and depletion                    642,880         500,718
     Deferred income taxes                           2,000          54,000
     Other                                           8,743           6,156
     Changes in assets and liabilities:
      Decrease (increase) in:
       Trade receivables                          (212,693)        128,933
       Inventories                                 (46,751)         59,768
       Income tax receivable                       (27,032)             --
       Prepaid expenses and other                   (8,963)        (29,168)
      Increase (decrease) in:
       Accounts payable                           (207,937)       (108,653)
       Income taxes payable                             --         (75,000)
       Accrued expenses                             10,324          18,900
                                              ------------    ------------
            Net cash provided by
             operating activities                  125,782         936,684
                                              ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property, plant and equipment      (976,922)     (1,143,004)
  Collection of mortgage loans receivable               --         103,321
                                              ------------    ------------
            Net cash used in
             investing activities                 (976,922)     (1,039,683)
                                              ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings             1,010,000         425,000
  Principal payments on long-term debt             (95,724)        (83,333)
  Debt issue costs                                      --         (15,000)
  Cost to purchase common stock                    (11,172)       (187,748)
                                              ------------    ------------
            Net cash provided by
             financing activities                  903,104         138,919
                                              ------------    ------------

NET INCREASE (DECREASE) IN
 CASH AND EQUIVALENTS                               51,964          35,920

CASH AND EQUIVALENTS, beginning of period          191,328         315,191
                                              ------------    ------------
CASH AND EQUIVALENTS, end of period           $    243,292    $    351,111
                                              ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
     Interest                                 $     66,397    $    122,343
     Income taxes                                    1,758           1,320

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, 2002, and
    the results of operations and cash flows for the three months and nine
    months ended September 30, 2002, and 2001.

    The results of operations for the periods ended September 30, 2002, 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, 2001.

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.
    Accordingly, there are no amounts in the prior year period for this
    segment.  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,
    2002, and December 31, 2001:

                                                  2002            2001
                                              ------------    ------------
           Oil and gas                        $  6,105,459    $  5,539,560
           Leonardite                              965,569         976,107
           Drilling                                996,306         968,064
           General corporate assets                781,343         717,988
                                              ------------    ------------
                                              $  8,848,677    $  8,201,719
                                              ============    ============

    Presented below is information concerning our operating segments for the
    three- and nine-month periods ended September 30, 2002, and 2001:

                                Three Months Ended         Nine Months Ended
                                   September 30,             September 30,
                             ------------------------  ------------------------
                                 2002         2001         2002         2001
                             -----------  -----------  -----------  -----------
   Revenue:
     Oil and gas             $   858,197  $   860,597  $ 2,096,737  $ 2,532,319
     Leonardite                  202,110      191,190      446,180      744,565
     Drilling                      3,188           --      177,599           --
                             -----------  -----------  -----------  -----------
                             $ 1,063,495  $ 1,051,787  $ 2,720,516  $ 3,276,884
                             ===========  ===========  ===========  ===========

   Income (loss) before income taxes:
     Oil and gas             $   295,252  $   218,087  $   472,041  $   734,485
     Leonardite                    7,544       10,550      (77,466)      37,765
     Drilling                    (32,002)          --      (36,780)          --
     General corporate
      activities                (139,758)    (102,140)    (394,845)    (337,396)
     Other income and
      expenses                   (20,042)       7,227      (40,739)         176
                             -----------  -----------  -----------  -----------
                             $   110,994  $   133,724  $   (77,789) $   435,030
                             ===========  ===========  ===========  ===========

4.  In September 2002, the Company received a notice from the bankruptcy
    trustee of a former leonardite customer alleging that the Company received
    preferential transfers from this customer within 90 days of the customer's
    bankruptcy petition filed in November 2000.  The amount in question is
    approximately $110,000, and the trustee requested that the Company repay
    the entire amount.  The Company believes that it is probable that a suit
    will be filed against the Company in late 2002.  If so, the Company will
    either pursue a settlement of the suit for substantially less than $110,000
    or defend its position that the payments it received were not preferential
    transfers but rather were payments on account that were received in the
    normal course of business and, therefore, should not be repaid to the
    trustee.  As of September 30, 2002, the Company has recorded a reserve of
    $25,000 with respect to this matter.



               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, 2001, 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, 2002,
                        compared to Three Months and Nine Months Ended
                        September 30, 2001.

  Information concerning our oil and gas operations for the three months
and nine months ended September 30, 2002, is set forth in the table below:

                            Oil and Gas Operations

                                        % Increase                   % Increase
                         Three Months   (Decrease)    Nine Months    (Decrease)
                             Ended       From 2001        Ended       From 2001
                        Sept. 30, 2002    Period     Sept. 30, 2002    Period
                        --------------  ----------   --------------  ----------
Oil and gas production
 sold (BOE)                     35,898     (13%)            104,642      (9%)

Average price per BOE   $        23.91      14%      $        20.04      (9%)

Oil and gas revenue     $      858,197      --%      $    2,096,737     (17%)

Production costs        $      396,925     (19%)     $    1,159,452     (17%)

Average production
 cost per BOE           $        11.06      (8%)     $        11.08      (9%)


  Oil and gas production sold, expressed in barrels of oil equivalent
(BOE), declined 5,246 BOE or 13% and 9,812 BOE or 9% for the three- and
nine-month periods ended September 30, 2002, compared to the same periods
in 2001.  These changes basically reflect the normal declines of our wells
due to our reduced level of drilling in years prior to 2002 and to our
focus on secondary recovery drilling during 2002.  Virtually, all of our
oil and gas drilling operations during 2002 were targeted toward
development drilling in our South Starbuck Madison Unit located in
Bottineau County, North Dakota, and the drilling of one well needed for
another unit.  We intend to file this year with working interest owners,
royalty owners and regulatory agencies to form that unit.

  The average oil price for the third quarter increased to $23.91, rising
$2.99 or 14% above the same period in 2001.  The 2002 nine-month period
average price of $20.04, however, continued to lag below the prior year,
which was $22.13.  Oil and gas revenue for the three-month period ended
September 30, 2002, was essentially flat due to the 13% lower production
and 14% higher commodity values discussed above.  Oil and gas revenue for
the nine-month period was impacted by the combination of the lower average
oil price thus far this year compared to 2001 and the production declines
discussed above.  This resulted in oil and gas revenue of $2,097,000 for
the nine months ended September 30, 2002, compared to $2,532,000 for the
same period last year.

  Oil and gas production costs declined $95,000 or 19% and $233,000 or 17%
for the three- and nine-month periods of 2002, respectively, when compared
to the same periods in 2001.  The decrease in both periods was primarily
due to efforts to control repair, maintenance and workover costs with a
looming threat of lower commodity prices due to uncertainties in the Middle
East.  These lower production costs resulted in costs expressed on a per-
equivalent-barrel basis declining 8% for the three-month period and 9% for
the nine-month period of 2002 when compared to the same periods in 2001.
These decreases in costs reflect our effort to bring per barrel costs down
to their historical range of about $10.

  Information concerning our leonardite operations for the three months
and nine months ended September 30, 2002, is set forth in the table below:

                             Leonardite Operations

                                        % Increase                   % Increase
                         Three Months   (Decrease)    Nine Months    (Decrease)
                             Ended       From 2001        Ended       From 2001
                        Sept. 30, 2002    Period     Sept. 30, 2002    Period
                        --------------  ----------   --------------  ----------
Leonardite production
 sold (tons)                     2,277      26%               4,902     (38%)

Average revenue
 per ton                $        88.76     (16%)     $        91.02      (3%)

Leonardite revenue      $      202,110       6%      $      446,180     (40%)

Cost of leonardite
 sold                   $      161,106       8%      $      429,611     (29%)

Average production
 cost per ton           $        70.75     (14%)     $        87.64      15%

  Leonardite production sold increased 465 tons or 26% and decreased 3,027
tons or 38%, respectively, for the three- and nine-month periods ended
September 30, 2002, compared to the equivalent periods in 2001.  The year
started out slow and picked up considerably during the third quarter until
hurricane season in the Gulf States caused evacuation of some of the
offshore rigs.

  Leonardite revenue increased $11,000 or 6% and decreased $298,000 or 40%,
respectively, for the three- and nine-month periods ended September 30,
2002, compared to the same periods in 2001.  The change in revenue in the
three-month period was primarily due to the reasons explained above.
Average revenue per ton for the three months ended September 30, 2002, was
down 16% and for the nine-month period, down 3%.  This was due to the
decrease in special product sales during the third quarter where we have a
larger profit margin.  Our basic leonardite product has lower processing
costs and selling prices, and the profit margin is lower to remain
competitive.

  Cost of leonardite sold was 8% higher for the three-month period ended
September 30, 2002, and decreased 29% for the nine-month period compared to
the same periods in 2001.  The increase for the quarter was due to an
increase in equipment repair costs, while the nine-month decrease was
related to the overall decline in sales.  Average per ton production costs
decreased 14% and increased 15%, respectively, for the three- and nine-
month periods ended September 30, 2002, compared to the same periods in
2001.


                             Drilling Operations

  Our oil and gas drilling subsidiary, Western Star Drilling Company,
commenced operations January 2, 2002, and has drilled two wells for us and
two wells for other operators.  Drilling revenues from the external
projects were $178,000, and associated costs of those projects were
$131,000, yielding an operating income from drilling operations of $47,000
before depreciation.  These results of operations can not be compared to
the previous year, because drilling operations did not exist.  During the
third quarter 2002, this subsidiary did not drill any wells but it did quote
several projects that we hope will be drilled in the remainder of 2002 or
early 2003.


                             Consolidated Analysis

  Total operating revenues increased $12,000 or 1% and decreased $556,000
or 17%, respectively, for the three- and nine-month periods ended September
30, 2002, compared to the same periods in 2001.  The decrease in the nine-
month period was due to decreased leonardite sales and lower oil production
and prices, which were partially offset by our new drilling revenues.

  Total operating expenses increased $7,000 or 1% and decreased $84,000 or
3% for the three- and nine-month periods of 2002, respectively, compared to
the same periods in 2001.  Operating expenses for oil and gas, leonardite,
and drilling were previously discussed. Depreciation, depletion and
amortization for the three- and nine- month periods ended September 30,
2002, increased compared to the prior year periods because of depreciation
for the drilling rig that commenced operations in January 2002, and because
of higher depletion of oil and gas properties.  Selling, general and
administrative was also up in both periods due in part to a $25,000 reserve
established for a claim by a bankruptcy trustee of a former leonardite
customer.

  Operating income increased to $131,000 and decreased to a loss of $37,000
for the three- and nine-month periods ended September 30, 2002, compared to
income of $126,000 and $435,000 for the same periods in 2001.  After
provisions for non-operating expenses and income taxes, the result of
consolidated operations yielded a net income of $104,000 or $.03 per share
and a net loss of $35,000 or $0.01 per share, respectively, for the three-
and nine-month periods ended September 30, 2002, compared to a net income
of $117,000 or $.03 per share and $381,000 or $.10 per share for the same
periods in 2001.


                        Liquidity and Capital Resources

  At September 30, 2002, we had working capital of $338,000 compared to
working capital deficit of $224,000 at December 31, 2001.  Our current
ratio was 1.32 to 1 at September 30, 2002, compared to .83 to 1 at year-end
2001.

  Net cash provided by operating activities was $126,000 for the nine
months ended September 30, 2002, compared to $937,000 for the same period
in 2001.  Cash was utilized in 2002 to make payments of $977,000 for
additions to property, plant and equipment, $96,000 for payments on long-
term debt and $11,000 for stock repurchases.  During the first half of
2002, we borrowed $1,000,000 to finance our drilling program and the
retrofitting of the drilling rig.

  We believe our cash requirements can be met by cash flows from operations
and, if necessary, borrowings on our existing $3,000,000 Wells Fargo Bank
line-of-credit which, subject to collateral requirements, has available
funds of $1,225,000.  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

  Under the supervision and with the participation of management, including
our Chief Executive Officer/Chief Financial Officer, we conducted an
evaluation of our disclosure controls and procedures, as such term is
defined under Rule 13a-14(c) promulgated under the Securities Exchange Act
of 1934, as amended within 90 days of the filing date of this report.
Based on the evaluation, our Chief Executive Officer/Chief Financial
Officer concluded that our disclosure controls and procedures are
effective.

  There have been no significant changes (including corrective actions with
regard to significant deficiencies or material weaknesses) in our internal
controls or in other factors that could significantly affect these controls
subsequent to the date of the evaluation referenced above.


                         PART II.  OTHER INFORMATION


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

  (a)  Exhibits.

       99.1 Certification of the Chief Executive Officer

       99.2 Certification of the Chief Financial Officer

  (b)  Reports on Form 8-K.

       None.



                                  SIGNATURES


  In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.

                                       GEORESOURCES, INC.


November 14, 2002


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



                   Certification of Chief Executive Officer
                of GeoResources, Inc. pursuant to Section 302
                      of the Sarbanes-Oxley Act of 2002

I, J. P. Vickers, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of GeoResources,
Inc.;

2.  Based on my knowledge, this quarterly 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 quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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 Rules 13a-14 and 15d-14) for the registrant, and we have:

     a)  designed such disclosure controls and procedures 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 quarterly report is being
prepared;

     b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and

     b)  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.  The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.


Date:  November 14, 2002               /S/  J. P. Vickers
                                       ------------------------------------
                                       J. P. Vickers,
                                       Chief Executive Officer



                   Certification of Chief Financial Officer
                of GeoResources, Inc. pursuant to Section 302
                      of the Sarbanes-Oxley Act of 2002

I, J. P. Vickers, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of GeoResources,
Inc.;

2.  Based on my knowledge, this quarterly 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 quarterly report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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
quarterly 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 Rules 13a-14 and 15d-14) for the registrant, and we have:

     a)  designed such disclosure controls and procedures 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 quarterly report is being
prepared;

     b)  evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this quarterly report (the "Evaluation Date"); and

     c)  presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

     a)  all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified
for the registrant's auditors any material weaknesses in internal controls;
and

     b)  any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6.  The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.


Date:  November 14, 2002               /S/  J. P Vickers
                                       ------------------------------------
                                       J. P. Vickers,
                                       Chief Financial Officer