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 June 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 August 12, 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
        (June 30, 2002 and December 31, 2001)

     Consolidated Statements of Operations                          4
        (Three months ended June 30, 2002 and 2001
         and six months ended June 30, 2002 and 2001)

     Consolidated Statements of Cash Flows                          5
        (Three months ended June 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

PART II.  OTHER INFORMATION                                        11



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


                                                June 30,      December 31,
                                                  2002            2001
                                              ------------    ------------
ASSETS
CURRENT ASSETS:
  Cash and equivalents                        $    294,192    $    191,328
  Trade receivables, net                           646,375         626,359
  Inventories                                      236,087         196,858
  Income tax receivable                             68,000          23,000
  Prepaid expenses                                  48,011          25,155
                                              ------------    ------------
          Total current assets                   1,292,665       1,062,700
                                              ------------    ------------

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Oil and gas properties, using the
   full cost method of accounting:
     Properties being amortized                 22,225,381      21,594,355
     Properties not subject to amortization        236,206         239,067
  Drilling rig and equipment                     1,071,266         968,064
  Leonardite plant and equipment                 3,244,605       3,244,605
  Other                                            757,931         759,742
                                              ------------    ------------
                                                27,535,389      26,805,833
  Less accumulated depreciation, depletion
   amortization and impairment                 (20,107,443)    (19,689,932)
                                              ------------    ------------
          Net property, plant and equipment      7,427,946       7,115,901
                                              ------------    ------------


OTHER ASSETS                                        16,250          23,118
                                              ------------    ------------
TOTAL ASSETS                                  $  8,736,861    $  8,201,719
                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                            $    722,088    $    938,807
  Accrued expenses                                 183,461         222,675
  Current maturities of long-term debt             133,530         125,000
                                              ------------    ------------
          Total current liabilities              1,039,079       1,286,482

LONG-TERM DEBT, less current maturities          1,972,728       1,035,228
DEFERRED INCOME TAXES                              339,000         344,000
                                              ------------    ------------
          Total liabilities                      3,350,807       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                              4,963,994       5,102,777
                                              ------------    ------------
          Total stockholders' equity             5,386,054       5,536,009
                                              ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $  8,736,861    $  8,201,719
                                              ============    ============

See Notes to Consolidated Financial Statements.



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


                                Three Months Ended         Six Months Ended
                                      June 30,                  June 30,
                             ------------------------  ------------------------
                                 2002         2001         2002         2001
                             -----------  -----------  -----------  -----------
OPERATING REVENUES:
  Oil and gas sales          $   686,275  $   789,217  $ 1,238,540  $ 1,671,722
  Leonardite sales               152,520      274,165      244,070      553,375
  Drilling revenue                78,927           --      174,411           --
                             -----------  -----------  -----------  -----------
                                 917,722    1,063,382    1,657,021    2,225,097
                             -----------  -----------  -----------  -----------

OPERATING COSTS AND EXPENSES:
  Oil and gas production         375,367      401,434      762,527      899,905
  Cost of leonardite sold        142,267      205,474      268,505      457,210
  Drilling costs                  66,092           --      124,081           --
  Depreciation and depletion     210,352      157,530      417,511      318,412
  Selling, general
   and administrative            132,064      130,347      252,483      241,213
                             -----------  -----------  -----------  -----------
                                 926,142      894,785    1,825,107    1,916,740
                             -----------  -----------  -----------  -----------
          Operating income        (8,420)     168,597     (168,086)     308,357
                             -----------  -----------  -----------  -----------

OTHER INCOME (EXPENSE):
  Interest expense               (23,626)     (10,746)     (40,954)     (24,802)
  Interest income                 10,888        3,445       11,107        7,100
  Other income, net                4,650        5,325        9,150       10,651
                             -----------  -----------  -----------  -----------
                                  (8,088)      (1,976)     (20,697)      (7,051)
                             -----------  -----------  -----------  -----------

          Income (loss) before
           income taxes          (16,508)     166,621     (188,783)     301,306


  Income tax (expense) benefit    15,000      (20,000)      50,000      (37,000)
                             -----------  -----------  -----------  -----------
          Net income (loss)  $    (1,508) $   146,621  $  (138,783) $   264,306
                             ===========  ===========  ===========  ===========

EARNINGS PER SHARE:

          Net income (loss),
           basic and diluted $        --  $       .04  $      (.04) $       .07
                             ===========  ===========  ===========  ===========

See Notes to Consolidated Financial Statements.



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


                                                    Six Months Ended
                                                        June 30,
                                              ----------------------------
                                                  2002            2001
                                              ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $   (138,783)   $    264,306
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and depletion                    417,511         318,412
     Deferred income taxes                          (5,000)         37,000
     Other                                           6,868           4,281
     Changes in assets and liabilities:
      Decrease (increase) in:
       Trade receivables                           (20,015)         64,304
       Inventories                                 (39,229)         58,282
       Income tax receivable                       (45,000)             --
       Prepaid expenses and other                  (22,857)        (38,233)
      Increase (decrease) in:
       Accounts payable                           (185,689)        232,197
       Income taxes payable                             --         (40,000)
       Accrued expenses                            (39,214)         (4,836)
                                              ------------    ------------
          Net cash provided by (used in)
           operating activities                    (71,408)        895,713
                                              ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Additions to property,
   plant and equipment                            (760,586)       (713,244)
                                              ------------    ------------
          Net cash used in
           investing activities                   (760,586)       (713,244)
                                              ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings             1,010,000          50,000
  Principal payments on long-term debt             (63,970)        (52,083)
  Debt issue costs                                      --         (15,000)
  Cost to purchase common stock                    (11,172)       (118,174)
                                              ------------    ------------
          Net cash used in
           financing activities                    934,858        (135,257)
                                              ------------    ------------

NET INCREASE IN CASH AND EQUIVALENTS               102,864          47,212

CASH AND EQUIVALENTS, beginning of period          191,328         315,191
                                              ------------    ------------
CASH AND EQUIVALENTS, end of period           $    294,192    $    362,403
                                              ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
     Interest                                 $     40,954    $     84,388
     Income taxes                                    1,650          45,625

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

    The results of operations for the period ended June 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 June 30, 2002 and
    December 31, 2001

                                                  2002            2001
                                              ------------    ------------
           Oil and gas                        $  5,934,945    $  5,539,560
           Leonardite                              909,521         976,107
           Drilling                              1,109,850         968,064
           General corporate activities            782,545         717,988
                                              ------------    ------------
                                              $  8,736,861    $  8,201,719
                                              ============    ============
    Presented below is information concerning our operating segments for the
    three- and six-month periods ended June 30, 2002 and 2001:

                                Three Months Ended         Six Months Ended
                                      June 30,                  June 30,
                             ------------------------  ------------------------
                                 2002         2001         2002         2001
                             -----------  -----------  -----------  -----------
   Revenue:
     Oil and gas             $   686,275  $   789,217  $ 1,238,540  $ 1,671,722
     Leonardite                  152,520      274,165      244,070      553,375
     Drilling                     78,927           --      174,411           --
                             -----------  -----------  -----------  -----------
                             $   917,722  $ 1,063,382  $ 1,657,021  $ 2,225,097
                             ===========  ===========  ===========  ===========

   Income (loss) before income taxes:
     Oil and gas             $   160,144  $   261,934  $   176,789  $   516,398
     Leonardite                  (20,455)      32,226      (85,010)      27,215
     Drilling                    (15,191)          --       (4,778)          --
     General corporate
      activities                (132,918)    (125,563)    (255,087)    (235,256)
     Other income and
      expenses                    (8,088)      (1,976)     (20,697)      (7,051)
                             -----------  -----------  -----------  -----------
                             $   (16,508) $   166,621  $  (188,783) $   301,306
                             ===========  ===========  ===========  ===========



               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 Six Months Ended June 30, 2002,
                        compared to Three Months and Six Months Ended
                        June 30, 2001

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

                            Oil and Gas Operations

                                         % Increase                  % Increase
                          Three Months   (Decrease)    Six Months    (Decrease)
                              Ended       From 2001       Ended       From 2001
                          June 30, 2002    Period     June 30, 2002    Period
                          -------------  ----------   -------------  ----------
Oil and gas production
 sold (BOE)                     33,858       (5%)           68,744       (6%)

Average price per BOE     $      20.27       (9%)     $      18.02      (21%)

Oil and gas revenue       $    686,275      (13%)     $  1,238,540      (26%)

Production costs          $    375,367       (6%)     $    762,527      (15%)

Average production cost
 per BOE                  $      11.09       (2%)     $      11.09      (10%)


  Oil and gas production sold during the second quarter of 2002 decreased
by 1,700 barrels of oil equivalent (BOE) or 5% compared to the same quarter
in 2001 and decreased 4,600 BOE or 6% for the first half of 2002 compared
to that period in 2001.  These declines are due to our reduced level of new
drilling in recent years and to the fact that drilling in first quarter
2002 did not fully replace the normal decline of our wells through the
second quarter.  We also had plans to return our Hammond Gas Field, located
in southeast Montana, to production during 2002, but we put that project on
hold for the time being due to weak natural gas prices.  Most of our oil
and gas operations during 2002 were targeted toward development drilling in
our South Starbuck Madison Unit, and preliminary efforts for the creation
of additional future unitizations for the purpose of possible secondary
recovery by waterflood.  Work on these projects is expected to continue in
light of recent oil prices.

  Oil and gas revenue decreased $103,000 or 13% for the three months ended
June 30, 2002, and decreased $433,000 or 26% for the six months ended June
30, 2002, compared to the same periods in 2001.  These declines were mostly
due to lower oil prices.  Second quarter prices per BOE were $1.92 or 9%
lower.  First half 2002 prices were $4.78 or 21% lower compared to the same
periods in 2001.  Although oil prices remained relatively stable through
the first half of 2002, they are still lower than the prices that existed
in that period of 2001.  We believe that the Company is positioned to add to
its production and reserves of oil and/or gas in the next few years.

  Second quarter 2002 oil and gas production costs were also lower than the
prior year, declining $26,000 or 6%.  First half 2002 costs were lower by
$137,000 or 15%.  Production costs decreased due to lower severance tax
expense on lower revenues and due to efforts to reduce discretionary
repairs and maintenance during periods of lower oil prices.  These first
half 2002 cost reductions were made without shutting in wells or taking
other significant measures.  Production costs on a per-equivalent-barrel basis
for the second quarter of 2002 decreased $0.20 or 2% and decreased $1.19 or
10% the first half of 2002 compared to the same period in 2001 for the
reasons previously discussed.


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


                            Leonardite Operations

                                         % Increase                  % Increase
                          Three Months   (Decrease)    Six Months    (Decrease)
                              Ended       From 2001       Ended       From 2001
                          June 30, 2002    Period     June 30, 2002    Period
                          -------------  ----------   -------------  ----------
Leonardite production
 sold (tons)                     1,648      (45%)            2,625      (57%)

Average revenue per ton   $      92.55        2%      $      92.98        3%

Leonardite revenue        $    152,520      (44%)     $    244,070      (56%)

Cost of leonardite sold   $    142,267      (31%)     $    268,505      (41%)

Average production cost
 per ton                  $      86.33       26%      $     102.29       37%


  Leonardite production sold decreased 1,359 tons or 45% and 3,492 tons or
57%, respectively, for the three- and six-month periods ended June 30,
2002, compared to the equivalent periods in 2001.  These lower sales
continue to reflect the sharp decline of drilling in the Gulf Coast States
compared to the same period in 2001.  The costs associated with rig
operations on inland drilling compared to shelf operations caused the
offshore operators to back off on the gulf prospects that they had intended
to drill.  In addition, gas storage has been at an all time high,
contributing to reluctance to drill offshore prospects.

  Information from Baker Hughes indicates that in the offshore areas of
Louisiana and Texas, 61 fewer rigs, or 37% less rigs, were operating in
second quarter of 2002 compared to the same quarter in 2001, and 64 fewer
rigs, or 39% less rigs, were operating in the first six months of 2002
compared to the same period in 2001.

  Despite the lower rig counts discussed above, we have started to see an
increase in our leonardite tonnages shipped.  We believe that for sales to
increase significantly, the operators need to have confidence that there will
be some price stability in oil and gas.  Another fact that is important to
note is that we have not lost any of our customers during times of decreased
drilling.

  Leonardite revenue decreased $122,000 or 44%, and $309,000 or 56%,
respectively, for the three- and six-month periods ended June 30, 2002
compared to the prior periods due to the lower sales discussed above.
Revenue per ton for the three- and six-month periods ended June 30, 2002,
varied only slightly, and was within a normal range of average revenue per
ton for several products.

  Cost of leonardite sold decreased $63,000 or 31%, and $189,000 or 41%, for
the three- and six-month periods, respectively, compared to the same
periods in 2001 due to the decline in sales.  Average per ton production
costs for the three- and six-month periods ended June 30, 2002, increased
$18.00 or 26% and $27.55 or 37% compared to the same periods in 2001.
These increases relate to both our fixed costs, which do not decline with
reduced production sold, and the decrease in sales volume sold.


                             Drilling Operations

  Our oil and gas drilling subsidiary, Western Star Drilling Company,
commenced operations January 2, 2002, and during the first half of 2002,
drilled two wells for us and two wells for other operators.  Drilling
revenues from the external projects were $174,000, and associated
costs of those projects were $124,000 yielding an operating income from
drilling operations of $50,000 before depreciation.  These results of
operations can not be compared to the previous year, because drilling
operations did not exist.


                            Consolidated Analysis

  Total operating revenues decreased $146,000 or 14% and $568,000 or 26%
for the three- and six-month periods ended June 30, 2002, compared to the
same periods in 2001.  These decreases were due to decreased leonardite
sales and lower oil production and prices, which were partially offset by
our new drilling revenues.

  Operating expenses for oil and gas, leonardite, and drilling were
previously discussed.  Depreciation, depletion and amortization the three
and six months ended June 30, 2002 increased compared to the prior year
periods because of depreciation of the drilling rig that commenced
operations in January 2002 and because of higher depletion of oil and gas
properties.  Selling, general and administrative was approximately the same
for each period.  Total operating expenses for the six months decreased
$92,000 or 5% and increased $31,000 or 4% for the three months ended June
30, 2002, respectively, compared to the same periods in 2001.  These
changes were due to decreased oil and gas and leonardite expenses offset by
the expenses for the new drilling subsidiary.

  Operating income decreased to a loss of $8,000 and $168,000,
respectively, for the three- and six-month periods ended June 30, 2002,
compared to income of $169,000 and $308,000 for the same periods in 2001.
After provisions for non-operating expenses and income taxes, the
consolidated net loss was $2,000 or $0.00 per share and $139,000 or $.04
per share for the three- and six-month periods ended June 30, 2002,
compared to a net income of $147,000 or $.04 per share and  $264,000 or
$.07 per share for the same periods in 2001.


                       Liquidity and Capital Resources

  At June 30, 2002, we had working capital of $254,000 compared to a
working capital deficit of $224,000 at December 31, 2001.  Our current
ratio was 1.24 to 1 at June 30, 2002, compared to .83 to 1 at year-end
2001.

  Net cash used by operating activities was $71,000 for the six months
ended June 30, 2002, compared to net cash provided by operating activities
of  $896,000 for the same period in 2001.  Cash was utilized in 2002 to
make payments of $761,000 for additions to property, plant and equipment,
$64,000 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 future cash requirements can be met by cash flows from
operations and, if necessary, borrowings on our existing $3,000,000 line-of-
credit. Our line-of credit is with Wells Fargo Bank and 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.



                         PART II.  OTHER INFORMATION


Item 4. Submissions of Matters to a Vote of Securities Holders.

  The Company's annual meeting of stockholders was held Tuesday, June 11,
2002.  The sole item submitted to stockholders for vote was the election of
five nominees to serve on the Company's board of directors during 2002 and
until the Company's next annual meeting.  Notice of the meeting and proxy
information was distributed to stockholders prior to the meeting in
accordance with federal securities laws.  There were no solicitations in
opposition to the nominees.

  The vote tabulation with respect to each nominee was as follows:

                                       Shares          Shares
                                      Voted For       Withheld
                                      ---------       --------
             Duane Ashley             3,268,861        24,040
             H. Dennis Hoffelt        3,268,861        24,040
             Paul A. Krile            3,250,986        41,915
             Cathy Kruse              3,268,486        24,415
             Jeffrey P. Vickers       3,267,611        25,290


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.


August 14, 2002


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