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 June 30, 2003.

( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934
           For the transition period from __________ to __________.

Commission File Number  0-8041


                              GeoResources, Inc.
      (Exact name of small business issuer as specified in its charter)


           Colorado                                    84-0505444
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)


         1407 West Dakota Parkway,  Suite 1-B,  Williston,  ND 58801
                   (Address of principal executive offices)

Issuer's telephone number:  (701) 572-2020
                   ________________________________________

CHECK WHETHER THE ISSUER (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY
SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR
SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS),
AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                        YES_____X_____  NO___________.
                   _________________________________________

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


                Class                           Outstanding at August 12, 2003
Common Stock, par value $.01 per share                 3,745,577 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
        (June 30, 2003 and December 31, 2002)

     Consolidated Statements of Operations                          4
        (Three months ended June 30, 2003 and 2002
         and six months ended June 30, 2003 and 2002)

     Consolidated Statements of Cash Flows                          5
        (Six months ended June 30, 2003 and 2002)

     Notes to Consolidated Financial Statements                     6

  Item 2.  Management's Discussion and Analysis of
           Financial Condition and Results of Operations            7

  Item 3.  Controls and Procedures                                 10

PART II.  OTHER INFORMATION                                        10



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


                                                June 30,      December 31,
                                                  2003            2002
ASSETS                                        ------------    ------------
CURRENT ASSETS:
  Cash and equivalents                        $    415,019    $    329,302
  Trade receivables, net                           586,576         821,459
  Inventories                                      227,783         207,998
  Income tax receivable                             50,192          50,192
  Prepaid expenses                                  32,707          28,326
                                              ------------    ------------
         Total current assets                    1,312,277       1,437,277
                                              ------------    ------------

PROPERTY, PLANT AND EQUIPMENT, at cost:
  Oil and gas properties, using the
   full cost method of accounting:
     Properties being amortized                 23,915,827      22,636,316
     Properties not subject to amortization        270,372         251,714
  Drilling rig and equipment                     1,143,101       1,077,551
  Leonardite plant and equipment                 3,262,694       3,262,200
  Other                                            755,857         757,431
                                              ------------    ------------
                                                29,347,851      27,985,212
  Less accumulated depreciation, depletion,
   amortization and impairment                 (19,893,738)    (20,386,789)
                                              ------------    ------------
         Net property, plant and equipment       9,454,113       7,598,423
                                              ------------    ------------

OTHER ASSETS                                         8,750          12,500
                                              ------------    ------------
TOTAL ASSETS                                  $ 10,775,140    $  9,048,200
                                              ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accounts payable                            $    682,378    $    659,282
  Accrued expenses                                 314,151         335,219
    Current maturities of long-term debt           130,631         132,260
                                              ------------    ------------
         Total current liabilities               1,127,160       1,126,761

LONG-TERM DEBT, less current maturities          1,847,728       1,910,228
ASSET RETIREMENT OBLIGATION                      1,627,000              --
DEFERRED INCOME TAXES                              385,000         395,000
                                              ------------    ------------
         Total liabilities                       4,986,888       3,431,989
                                              ------------    ------------

STOCKHOLDERS' EQUITY:
  Common stock, par value $.01 per share;
   authorized 10,000,000 shares;
   issued and outstanding 3,746,327
   and 3,787,477 shares, respectively               37,463          37,875
  Additional paid-in capital                       327,463         384,185
  Retained earnings                              5,423,326       5,194,151
                                              ------------    ------------
         Total stockholders' equity              5,788,252       5,616,211
                                              ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY    $ 10,775,140    $  9,048,200
                                              ============    ============

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,
                             ------------------------  ------------------------
                                 2003         2002         2003         2002
                             -----------  -----------  -----------  -----------
OPERATING REVENUES:
  Oil and gas sales          $   833,396  $   686,275  $ 1,753,970  $ 1,238,540
  Leonardite sales               158,296      152,520      314,690      244,070
  Drilling revenue                    --       78,927           --      174,411
                             -----------  -----------  -----------  -----------
                                 991,692      917,722    2,068,660    1,657,021
                             -----------  -----------  -----------  -----------

OPERATING COSTS AND EXPENSES:
  Oil and gas production         391,410      375,367      836,522      762,527
  Cost of leonardite sold        157,898      142,267      327,048      268,505
  Drilling costs                      --       66,092           --      124,081
  Depreciation and depletion     175,760      210,352      335,949      417,511
   Selling, general
    and administrative           162,560      132,064      296,432      252,483
                             -----------  -----------  -----------  -----------
                                 887,628      926,142    1,795,951    1,825,107
                             -----------  -----------  -----------  -----------

         Operating income        104,064       (8,420)     272,709     (168,086)
                             -----------  -----------  -----------  -----------

OTHER INCOME (EXPENSE):
 Interest expense                (22,461)     (23,626)     (44,591)     (40,954)
 Interest income                   7,530       10,888        7,707       11,107
 Other income, net                 4,950        4,650       10,350        9,150
                             -----------  -----------  -----------  -----------
                                  (9,981)      (8,088)     (26,534)     (20,697)
                             -----------  -----------  -----------  -----------

         Income (loss) before
          income taxes            94,083      (16,508)     246,175     (188,783)

 Income tax (expense) benefit    (27,000)      15,000        6,000       50,000
                             -----------  -----------  -----------  -----------

         Income (loss) before
          cumulative effect of
          change in accounting
          principle               67,083       (1,508)     252,175     (138,783)

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

          Net income (loss)  $    67,083  $    (1,508) $   229,175  $  (138,783)
                             ===========  ===========  ===========  ===========
EARNINGS PER SHARE:

  Income (loss) before
   cumulative effect of
   accounting change         $       .02  $        --  $       .07  $      (.04)
  Cumulative effect of
   accounting change                  --           --         (.01)          --
                             -----------  -----------  -----------  -----------
         Net income (loss),
          basic and diluted  $       .02  $        --  $       .06  $      (.04)
                             ===========  ===========  ===========  ===========
PRO FORMA AMOUNTS, assuming
 retroactive application
 of new accounting method:

  Net income                 $    67,083  $   (11,626) $   252,175  $  (163,135)
                             ===========  ===========  ===========  ===========
  Net income per share,
   basic and diluted         $       .02  $        --  $       .07  $      (.04)
                             ===========  ===========  ===========  ===========

See Notes to Consolidated Financial Statements.



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


                                                    Six Months Ended
                                                        June 30,
                                              ----------------------------
                                                  2003            2002
                                              ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                           $    229,175    $   (138,783)
  Adjustments to reconcile net income to net
   cash provided by operating activities:
     Depreciation and depletion                    335,949         417,511
     Cumulative effect of accounting change         23,000              --
     Accretion of asset retirement obligation       38,000              --
     Deferred income taxes                          (6,000)         (5,000)
     Other                                           3,750           6,868
     Changes in assets and liabilities:
      Decrease (increase) in:
       Trade receivables                           234,883         (20,015)
       Inventories                                 (19,785)        (39,229)
       Income tax receivable                            --         (45,000)
       Prepaid expenses and other                   (4,381)        (22,857)
      Increase (decrease) in:
       Accounts payable                           (117,982)       (185,689)
       Accrued expenses                            (21,068)        (39,214)
                                              ------------    ------------
         Net cash provided by (used in)
          operating activities                     695,541         (71,408)
                                              ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Additions to property, plant
     and equipment                                (488,561)       (760,586)
                                              ------------    ------------
         Net cash used in
          investing activities                    (488,561)       (760,586)
                                              ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term borrowings                    --       1,010,000
  Principal payments on long-term debt             (64,129)        (63,970)
  Cost to purchase common stock                    (57,134)        (11,172)
                                              ------------    ------------
         Net cash provided by (used in)
          financing activities                    (121,263)        934,858
                                              ------------    ------------
NET INCREASE IN CASH AND EQUIVALENTS                85,717         102,864

CASH AND EQUIVALENTS, beginning of period          329,302         191,328
                                              ------------    ------------
CASH AND EQUIVALENTS, end of period           $    415,019    $    294,192
                                              ============    ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for:
     Interest                                 $     44,591    $     40,954
     Income taxes                                    1,000           1,650

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

    The results of operations for the period ended June 30, 2003, are not
    necessarily indicative of the results to be expected for the full fiscal
    year.

    Certain information and footnote disclosures normally included in
    financial statements prepared in accordance with generally accepted
    accounting principles have been condensed or omitted. Therefore, it is
    suggested that these financial statements be read in connection with the
    audited consolidated financial statements and the notes included in our
    Annual Report on Form 10-KSB for the Year Ended December 31, 2002.

2.  Certain accounts in the prior-year financial statements have been
    reclassified for comparative purposes to conform with the presentation
    in the current-year financial statements.

3.  We assess performance and allocate resources based upon our products
    and services, which consist principally of:  A) oil and gas exploration,
    development and production; B) mining and processing of leonardite; and C)
    oil and gas drilling.  All operations are conducted within the United
    States.  Operations of the drilling segment commenced in January 2002.
    Sales and other material transactions between the segments have been
    eliminated.  Certain corporate costs, assets and capital expenditures that
    are considered to benefit the entire organization are not allocated to our
    operating segments.  Interest income, interest expense and income taxes are
    also not allocated to operating segments.  There are no significant
    accounting differences between internal segment reporting and consolidated
    external reporting.

    Presented below are our identifiable net assets as of June 30, 2003 and
    December 31, 2002:
                                                June 30,      December 31,
                                                  2003            2002
                                              ------------    ------------
           Oil and gas                        $  7,934,812    $  6,176,486
           Leonardite                              803,778         860,868
           Drilling                              1,111,750       1,150,093
           General corporate activities            924,800         860,753
                                              ------------    ------------
                                              $ 10,775,140    $  9,048,200
                                              ============    ============

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

                                Three Months Ended         Six Months Ended
                                      June 30,                  June 30,
                             ------------------------  ------------------------
                                 2003         2002         2003         2002
                             -----------  -----------  -----------  -----------
    Revenue:
      Oil and gas            $   833,396  $   686,275  $ 1,753,970  $ 1,238,540
      Leonardite                 158,296      152,520      314,690      244,070
      Drilling                        --       78,927           --      174,411
                             -----------  -----------  -----------  -----------
                             $   991,692  $   917,722  $ 2,068,660  $ 1,657,021
                             ===========  ===========  ===========  ===========

    Income (loss) before income taxes:
      Oil and gas            $   296,703  $   160,144  $   642,785  $   176,789
      Leonardite                 (30,032)     (20,455)     (75,977)     (85,010)
      Drilling                        --      (15,191)          --       (4,778)
      General corporate
       activities               (162,607)    (132,918)    (294,099)    (255,087)
      Other income and
       expenses                   (9,981)      (8,088)     (26,534)     (20,697)
                             -----------  -----------  -----------  -----------
                             $    94,083  $   (16,508) $   246,175  $  (188,783)
                             ===========  ===========  ===========  ===========

4.  Change in Accounting Principle

    Effective January 1, 2003, the Company adopted SFAS 143, "Accounting for
    Asset Retirement Obligations" which requires that the fair value of a
    liability for an asset retirement obligation associated with a tangible
    long-lived asset be recognized in the period in which it is incurred if
    a reasonable estimate of the fair value can be made.  The fair value is
    measured using expected future cash outflows discounted at the Company's
    credit-adjusted risk-free interest rate.  Accretion expenses will be
    recognized over time as the discounted liability is accreted to its
    expected settlement value.  The associated asset retirement cost is
    capitalized as part of the carrying amount of the long-lived asset and
    consequentially is depreciated over the assets useful life.

    The asset retirement obligation recorded by the Company relates to the
    plugging and abandonment of its oil and gas wells.  Previously, the
    Company assumed that the salvage value of oil and gas well equipment
    equaled the dismantlement, restoration and reclamation costs.
    Therefore, no accruals for retirement obligations were made.  Under SFAS
    143, the Company is required to recognize the fair value of the
    liability to plug and abandon a well in the period in which the
    liability is incurred.  The initial adoption of SFAS 143 on January 1,
    2003, resulted in a one-time non-cash after-tax charge to operations of
    $23,000 recorded as the cumulative effect of a change in accounting
    principle.  The adoption also resulted in an increase to oil and gas
    properties being amortized of $1,562,000, a discounted liability for
    asset retirement obligations of $1,589,000, and a decrease of deferred
    income tax liabilities of $4,000.  In addition, during both the first
    and second quarters of 2003, the Company recorded a pre-tax charge to
    income of $19,000 to reflect the accretion of the liability.

    There are no assets legally restricted for the purpose of settling asset
    retirement obligations.  There is no impact on the Company's cash flows
    as a result of adopting SFAS 143.



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


  This discussion and analysis of financial condition and results of
operations, and other sections of this report contain forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995, that are based on management's beliefs, assumptions, current
expectations, estimates and projections about the oil, gas and leonardite
industry, the economy and about us.  Words such as "may," "will," "expect,"
"anticipate," "estimate" or "continue," or comparable words are intended to
identify forward-looking statements.  These statements are not guarantees
of future performance and involve risks, uncertainties and assumptions that
are difficult to predict with regard to timing, extent, likelihood and
degree of occurrence.  Therefore, our actual results and outcomes may
materially differ from what may be expressed or forecasted in our forward-
looking statements.  Furthermore, we undertake no obligation to update,
amend or clarify forward-looking statements, whether as a result of new
information, future events or otherwise.

  The following discussion should be read in conjunction with our
consolidated financial statements and related notes included elsewhere
herein. Important factors that could cause actual results to differ
materially from the forward-looking statements include, but are not limited
to, changes in production volumes; worldwide supply and demand which affect
commodity prices for oil; the timing and extent of our success in
discovering, acquiring, developing and producing oil, natural gas and
leonardite reserves; risks inherent in the drilling and operation of oil
and natural gas wells and the mining and processing of leonardite products;
future production and development costs; the effect of existing and future
laws, governmental regulations and the political and economic climate of
the United States; and conditions in the capital markets.

  We caution the reader that a number of important factors discussed
herein, and in other reports filed with the Securities and Exchange
Commission, particularly our Annual Report on Form 10-KSB for the Year
Ended December 31, 2002, could affect our actual results and cause actual
results to differ materially from those discussed in forward-looking
statements.

Results of Operations - Three Months and Six Months Ended June 30, 2003,
                        compared to Three Months and Six Months Ended
                        June 30, 2002.

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

                            Oil and Gas Operations

                                         % Increase                  % Increase
                          Three Months   (Decrease)    Six Months    (Decrease)
                              Ended       From 2002       Ended       From 2002
                          June 30, 2003    Period     June 30, 2003    Period
                          -------------  ----------   -------------  ----------
Oil and gas production
 sold (BOE)                      34,203       1%             66,540      (3%)

Average price per BOE     $       24.37      20%      $       26.36      46%

Oil and gas revenue       $     833,396      21%      $   1,753,970      42%

Production costs          $     391,410       4%      $     836,522      10%

Average production
 cost per BOE             $       11.44       3%      $       12.57      13%


  Oil and gas production sold during the second quarter of 2003 increased
slightly by 345 barrels of oil equivalent (BOE), or 1%, compared to the
same quarter in 2002 and decreased by 2,204 BOE, or 3%, for the first half
of 2003 compared to that period in 2002.  These changes were not viewed by
us to be significant but do indicate the relative stability of our
production at these levels.  Most of our oil and gas operations during the
first half of 2003 were targeted toward finishing the planned development
drilling in our South Starbuck Madison Unit, and normal recurring workover
operations.  Workover projects are expected to accelerate in the second
half of the year in light of recent oil prices and market perceptions of
those prices remaining relatively high through the remainder of 2003.  In
addition, we have permits approved to drill two more wells this year, one
of which we expect to start about the end of the third quarter.

  Oil and gas revenue increased $147,000, or 21%, for the three months
ended June 30, 2003, and climbed $515,000, or 42%, for the six months ended
June 30, 2003, compared to the same periods in 2002.  These substantially
improved revenues were essentially due to dramatically elevated oil and gas
prices.  Second quarter prices per BOE were $4.10, or 20%, higher, and
first half 2003 BOE values were $8.34, or 46%, above those for the same
periods in 2002.  The possibility of increased revenues and resulting cash
flow during the remainder of 2003 lead us to believe that our level of
operations will be expanded during the remainder of the year.

  Second quarter 2003 oil and gas production costs also increased from the
prior year, rising $16,000, or 4%.  First half 2003 costs were higher by
$74,000, or 10%.  The most direct increase to production costs was due to
higher severance tax expense which are approximately 6% of revenue.
Production cost also increased due to efforts to intensify discretionary
repairs and maintenance during periods of higher cash flow.    Production
costs on a per-equivalent-barrel basis for the second quarter of 2003 rose
$0.36, or 3%, and climbed $1.48, or 13%, the first half of 2003 compared to
the same period in 2002 for the reasons discussed above.


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

                             Leonardite Operations

                                         % Increase                  % Increase
                          Three Months   (Decrease)    Six Months    (Decrease)
                              Ended       From 2002       Ended       From 2002
                          June 30, 2003    Period     June 30, 2003    Period
                          -------------  ----------   -------------  ----------
Leonardite production
 sold (tons)                      1,716      4%               3,403      30%

Average revenue per ton   $       92.25     --%       $       92.47      (1%)

Leonardite revenue        $     158,296      4%       $     314,690      29%

Cost of leonardite sold   $     157,898     11%       $     327,048      22%

Average production cost
 per ton                  $       92.02      7%       $       96.11      (6%)


  Leonardite production sold increased 68 tons, or 4%, and 778 tons, or
30%, respectively, for the three- and six-month periods ended June 30, 2003
compared to the same periods in 2002.

  Leonardite revenue increased $6,000, or 4%, and $71,000, or 29%,
respectively, for the three- and six-month periods ended June 30, 2003
compared to the same periods in 2002.  Revenue per ton for the three- and
six-month periods ended June 30, 2003 varied only slightly within a normal
range of average revenue per ton for our several products compared to the
same periods in 2002.

  Cost of leonardite sold increased $16,000, or 11%, and $59,000, or 22%,
for the three- and six-month periods, respectively, compared to the same
periods in 2002.  The increase in costs is related to the increase in sales
and higher natural gas prices for our plant.  Average per ton production
costs for the three- and six-month periods ended June 30, 2003 increased
$5.69, or 7%, and decreased $6.18, or 6%, compared to the same periods in
2002.


                              Drilling Operations

  During the first half of 2003, our subsidiary, Western Star Drilling
Company ("WSDC"), drilled two wells for us but did not perform any drilling
for other operators.  Accordingly, we did not have any drilling revenue or
costs for the first half of 2003.  These results compare to the same period
of 2002, when WSDC drilled two wells for other operators resulting in
revenue of $174,000, costs of  $124,000 and an operating income before
depreciation of $50,000.  Since the end of the second quarter, WSDC has
drilled one well for another operator.


                             Consolidated Analysis

  Total operating revenues increased $74,000, or 8%, and $412,000, or 25%,
for the three- and six-month periods ended June 30, 2003, compared to the
same periods in 2002 due to increased energy prices and leonardite sales.
Total operating expenses decreased $39,000, or 4%, and $29,000, or 2%, for
the same periods.  Operating expenses for oil and gas, leonardite, and
drilling were previously discussed.  Depreciation, depletion and
amortization for the three and six months ended June 30, 2003 decreased
compared to the prior year periods primarily because of lower depletion of
oil and gas properties resulting from normal production declines.  Selling,
general and administrative increased primarily due to our efforts to
increase investor awareness of the company.

  Operating income increased to $104,000 and $273,000, respectively, for
the three- and six-month periods ended June 30, 2003, compared to a loss of
$8,000 and $168,000 for the same periods in 2002.  Income taxes were a
$6,000 benefit for the first half 2003 due to a reduction of future state
income tax rates that was enacted by the North Dakota legislature.
Resulting income before the cumulative effect of the change in accounting
principle was $67,000, or $0.02, per share and $252,000, or $.07, per share
for the three- and six-month periods ended June 30, 2003 compared to a net
loss of $2,000, or $0.00, per share and  $139,000, or $.04, per share for
the same periods in 2002.


                        Liquidity and Capital Resources

  At June 30, 2003, we had working capital of $185,000 compared to working
capital of $311,000 at December 31, 2002.  Our current ratio was 1.16 to 1
at June 30, 2003, compared to 1.28 to 1 at December 31, 2002.

  Net cash provided by operating activities was $696,000 for the six months
ended June 30, 2003, compared to net cash used by operating activities of
$71,000 for the same period in 2002.  Cash was utilized to make payments of
$489,000 for additions to property, plant and equipment, $64,000 for
payments on long-term debt and $57,000 for stock repurchases.

  We believe our future cash requirements can be met by cash flows from
operations and, if necessary, borrowings on our $3,000,000 line-of-credit,
of which $1,225,000 remained available for use at June 30, 2003.  Future
cash requirements might also be provided by possible forward sales of oil
reserves or additional debt or equity financing.


                       ITEM 3.  Controls and Procedures

  As of the end of the period covered by this report, we evaluated, under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, the effectiveness of
the design and operation of our disclosure controls and procedures over
financial reporting pursuant to Rule 13a-15 and 15d-15 of the Securities
Exchange Act of 1934.  Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls
and procedures over financial reporting are adequate and effective in
timely alerting them to material information required to be included in
this quarterly report on Form 10-QSB.

  Disclosure controls and procedures, no matter how well designed and
implemented, can provide only reasonable assurance of achieving an entity's
disclosure objectives.  The likelihood of achieving such objectives is
affected by limitations inherent in disclosure controls and procedures.
These limitations include the fact that human judgment in decision-making
can be faulty and that breakdowns in internal control can occur because of
human failures such as simple errors or mistakes or because of intentional
circumvention of the established process.

  During the period covered by this report, there have been no significant
changes in our internal controls over financial reporting or in other
factors, which could significantly affect internal controls over financial
reporting, including any corrective actions with regard to significant
deficiencies or material weaknesses.


                          PART II.  OTHER INFORMATION


Item 1. Legal Proceedings.

  We are a defendant in a bankruptcy case with respect to a preference
claim brought on November 8, 2002, in the United States Bankruptcy Court,
Southern District of Texas, Houston Division (adversary proceeding number
02-03827.)  The bankruptcy trustee of a former leonardite customer, Ambar,
Inc. (n/k/a Ramba, Inc.) has brought a preference claim of approximately
$160,000 alleging that we received preferential transfers from Ambar, Inc.
within 90 days of its bankruptcy petition filed on November 21, 2000.  We
and other similarly situated defendants have joined together to share a
common defense in order to reduce legal costs.  We are defending against
the claim based on the position that the payments we received were not
preferential transfers but rather were (a) payments on a trade account that
were received in the normal course of business, or (b) payments that did
not come from the debtor.  We may also consider a settlement on the claim
if we deem it economically advisable.  As of December 31, 2002 and June
30,2003, we have a reserve recorded of $50,000 with respect to this matter.

  Except as discussed herein, we are not a party, nor are any of our
properties subject, to any pending material legal proceedings.  We know of
no legal proceedings contemplated or threatened against us.


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

  The Company's annual meeting of stockholders was held Tuesday, June 10,
2003.  The items submitted to stockholders for vote were as follows:

  1)  The election of five nominees to serve on the Company's board of
      directors during 2003 and until the Company's next annual meeting.

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

                                         Shares           Shares
                                        Voted For        Withheld
                                        ---------        --------
               Duane Ashley             2,915,349         221,558
               H. Dennis Hoffelt        2,915,723         221,184
               Paul A. Krile            2,916,349         220,558
               Cathy Kruse              2,927,182         209,725
               Jeffrey P. Vickers       2,917,182         219,725

      There were no solicitations in opposition to the nominees.

  2)  Proposal Number Two  - approval to amend our Articles of Incorporation
      to delete Article VIII regarding the requirement that our stock ledger
      be kept in Colorado and in the charge of an identified individual.

                         For            2,880,531
                         Against           51,116
                         Abstain          205,260

  3)  Proposal Number Three - approval to amend our Articles of Incorporation
      to adopt a new article (Article XI) which limits the liability of our
      directors under certain circumstances.

                         For            2,760,718
                         Against          325,396
                         Abstain           50,793

  4)  Proposal Number Four - approval to amend our Articles of Incorporation
      to adopt a new article (Article XII) which requires us to indemnify our
      directors to the fullest extent allowed by Colorado law.

                         For            2,810,177
                         Against          292,937
                         Abstain           33,793

Notice of the meeting and proxy information was distributed to stockholders
prior to the meeting in accordance with federal securities laws.


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

  (a)  Exhibits.

       31.1 Certification of the Chief Executive Officer pursuant to Section
            302 of the Sarbanes-Oxley Act.

       31.2 Certification of the Chief Financial Officer pursuant to Section
            302 of the Sarbanes-Oxley Act.

       32.1 Certification of the Chief Executive Officer

       32.2 Certification of the Chief Financial Officer

  (b)  Reports on Form 8-K.

       On April 7, 2003, the Registrant filed its amended and restated 2002
       earnings press release under item 12 of Form 8-K.

       On May 22, 2003, the Registrant filed its earnings press release for
       the first quarter of 2003 under Item 12 of Form 8-K.



                                  SIGNATURES


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

                                       GEORESOURCES, INC.


August 14, 2003


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



                                 EXHIBIT INDEX

Exhibit
Number

31.1  Certification of the Chief Executive Officer pursuant to Section 302
      of the Sarbanes-Oxley Act (filed herewith).

31.2  Certification of the Chief Financial Officer pursuant to Section 302
      of the Sarbanes-Oxley Act (filed herewith).

32.1  Certification of the Chief Executive Officer (filed herewith).

32.2  Certification of the Chief Financial Officer (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:  August 14, 2003

Signature:  /s/ J. P. Vickers
            J. P. Vickers
Title:      Chief Executive Officer



                                                                  EXHIBIT 31.2

                Certification of Chief Financial Officer Under
                Section 302 of the Sarbanes-Oxley Act of 2002

     I, J. P. Vickers, Chief Financial Officer of GeoResources, Inc.
certify that:

     1.  I have reviewed this Quarterly Report on Form 10-QSB of
GeoResources, Inc. ("registrant");

     2.  Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;

     3.  Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;

     4.  The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) for the registrant
and have:

     (a)  Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our
     supervision, to ensure that material information relating to the
     registrant, including its consolidated subsidiaries, is made known to
     us by others within those entities, particularly during the period in
     which this report is being prepared;

     (b)  Reserved;

     (c)  Evaluated the effectiveness of the registrant's disclosure controls
     and procedures and presented in this report our conclusions about the
     effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and

     (d)  Disclosed in this report any change in the registrant's internal
     control over financial reporting that occurred during the registrant's
     most recent fiscal quarter (the registrant's fourth fiscal quarter in
     the case of an annual report) that has materially affected, or is
     reasonably likely to materially affect, the registrant's internal
     control over financial reporting; and

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

     (a)  All significant deficiencies and material weaknesses in the design
     of operation of internal control over financial reporting which are
     reasonably likely to adversely effect the registrant's ability to
     record, process, summarize and report financial information; and

     (b)  Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal control over financial reporting.

Date:  August 14, 2003

Signature:  /s/ J. P. Vickers
            J. P. Vickers
Title:      Chief Financial Officer



                                                                  EXHIBIT 32.1

                   Certification of Chief Executive Officer
            of GeoResources, Inc Pursuant to 18 U.S.C. Section 1350


  I, J. P. Vickers, certify that:

  In connection with the Quarterly Report on Form 10-QSB of GeoResources,
Inc. (the "Company") for the period ended June 30, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, J.
P. Vickers, Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

     1.  the Report fully complies with the requirements of Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2.  the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Company.



                                       /S/  J. P. Vickers
                                       J. P. Vickers
                                       Chief Executive Officer
                                       August 14, 2003



                                                                  EXHIBIT 32.2

                   Certification of Chief Financial Officer
           of GeoResources, Inc. Pursuant to 18 U.S.C. Section 1350


  I, J. P. Vickers, certify that:

  In connection with the Quarterly Report on Form 10-QSB of GeoResources,
Inc. (the "Company") for the period ended June 30, 2003, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, J.
P. Vickers, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002, that:

     1.  the Report fully complies with the requirements of Section 13(a)
         or 15(d) of the Securities Exchange Act of 1934, as amended; and

     2.  the information contained in the Report fairly presents, in all
         material respects, the financial condition and results of operations
         of the Company.



                                       /S/  J. P. Vickers
                                       J. P. Vickers
                                       Chief Financial Officer
                                       August 14, 2003