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 March 31, 2005.



(  )  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________.



Commission File Number  0-8041





GeoResources, Inc.

(Exact name of small business issuer as specified in its charter)





|Colorado                                                       |  | 84-0505444                         
|-------------------------------------------------------------- |  | -----------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S.Employer Identification No.)
|                                                              
|1407 West Dakota Parkway,  Suite 1-B,  Williston,  ND 58801   
|(Address of principal executive offices)                      
|                                                              
|Issuers telephone number:  (701) 572-2020                    



_____________________________________________________________________



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



YES [X] NO [   ] .



_____________________________________________________________________



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 May 13, 2005
|-------------------------------------- | ---------------- | ---------------------------
|Common Stock, par value $.01 per share | 3,725,977 shares



_____________________________________________________________________



Transitional Small Business Disclosure Format (check one):  YES  [   ]    NO  [X] .







GEORESOURCES, INC.

INDEX







PAGE

NUMBER

PART I.

FINANCIAL INFORMATION



Item 1.

Financial Statements



Consolidated Balance Sheets

3

(March 31, 2005 and December 31, 2004)



Consolidated Statements of Operations

4

(Three months ended March 31, 2005 and 2004)



Consolidated Statements of Cash Flows

5

(Three months ended March 31, 2005 and 2004)



Notes to Consolidated Financial Statements

6



Item 2.

Management's Discussion and Analysis or Plan of Operation

7



Item 3.

Controls and Procedures

9



PART II.

OTHER INFORMATION



Item 1.

Legal Proceedings

10



Item 6.

Exhibits and Reports on Form 8-K

10



PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)





|                                                 | March 31,    |  | December 31,
|------------------------------------------------ | ------------ |  | ------------
|                                                 | 2005         |  | 2004        
|ASSETS                                           |              |  |             
|CURRENT ASSETS:                                  |              |  |             
|Cash and equivalents                             | $
701,377    |  | $
715,551   
|Trade receivables, net                           | 912,100      |  | 1,030,716   
|Inventories                                      | 223,833      |  | 235,405     
|Prepaid expenses                                 | 97,563       |  | 65,762      
|Total current assets                             | 1,934,873    |  | 2,047,434   
|PROPERTY, PLANT AND EQUIPMENT, at cost:          |              |  |             
|Oil and gas properties, using the                |              |  |             
|full cost method of accounting:                  |              |  |             
|Properties being amortized                       | 26,169,856   |  | 25,997,466  
|Properties not subject to amortization           | 213,282      |  | 213,921     
|Drilling rig and equipment                       | 1,550,528    |  | 1,533,838   
|Leonardite plant and equipment                   | 3,299,041    |  | 3,284,466   
|Other                                            | 748,792      |  | 756,535     
|                                                 | 31,981,499   |  | 31,786,226  
|Less accumulated depreciation, depletion         |              |  |             
|amortization and impairment                      | (21,295,569) |  | (21,113,489)
|Net property, plant and equipment                | 10,685,930   |  | 10,672,737  
|TOTAL ASSETS                                     | $
12,620,803 |  | $
12,720,171
|                                                 |              |  |             
|LIABILITIES AND STOCKHOLDERS' EQUITY             |              |  |             
|CURRENT LIABILITIES:                             |              |  |             
|Accounts payable                                 | $
899,504    |  | $
996,624   
|Accrued expenses                                 | 324,515      |  | 382,693     
|Current portions of capital lease obligations    | 57,143       |  | 64,286      
|Current maturities of long-term debt             | 527,057      |  | 518,750     
|Total current liabilities                        | 1,808,219    |  | 1,962,353   
|CAPITAL LEASE OBLIGATIONS, less current portions | 45,315       |  | 54,847      
|LONG-TERM DEBT, less current maturities          | 951,042      |  | 1,205,729   
|ASSET RETIREMENT OBLIGATION                      | 1,916,140    |  | 1,893,510   
|DEFERRED INCOME TAXES                            | 547,000      |  | 524,000     
|Total liabilities                                | 5,267,716    |  | 5,640,439   
|STOCKHOLDERS' EQUITY:                            |              |  |             
|Common stock, par value $.01 per share;          |              |  |             
|authorized 10,000,000 shares;                    |              |  |             
|issued and outstanding                           |              |  |             
|3,723,977 shares                                 | 37,240       |  | 37,240      
|Additional paid-in capital                       | 295,932      |  | 295,932     
|Retained earnings                                | 7,019,915    |  | 6,746,560   
|Total stockholders' equity                       | 7,353,087    |  | 7,079,732   
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY       | $
12,620,803 |  | $
12,720,171
|                                                 |              |  |             
|See Notes to Consolidated Financial Statements.  |              |  |             

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)









|                                                | Three Months Ended
March 31,
|----------------------------------------------- | ----------------------------
|                                               
|                                                | 2005                        
|OPERATING REVENUES:                             |                             
|Oil and gas sales                               | $
1,158,448                 
|Leonardite sales                                | 492,984                     
|Drilling revenue                                | 203,753                     
|                                                |                             
|                                                | 1,855,185                   
|                                                |                             
|OPERATING COSTS AND EXPENSES:                   |                             
|Oil and gas production                          | 436,784                     
|Cost of leonardite sold                         | 435,975                     
|Drilling costs                                  | 289,906                     
|Depreciation and depletion                      | 189,092                     
|Selling, general and administrative             | 178,244                     
|                                                |                             
|                                                | 1,530,001                   
|                                                |                             
|Operating income                                | 325,184                     
|                                                |                             
|OTHER INCOME (EXPENSE):                         |                             
|Interest expense                                | (24,247)                    
|Interest income                                 | 1,143                       
|Other income, net                               | 2,275                       
|                                                |                             
|                                                | (20,829)                    
|                                                |                             
|Income before income taxes                      | 304,355                     
|                                                |                             
|Income tax expense                              | (31,000)                    
|                                                |                             
|Net income                                      | $
273,355                   
|                                                |                             
|EARNINGS PER SHARE:                             |                             
|                                                |                             
|Net income, basic and diluted                   | $
.07                       
|                                                |                             
|See Notes to Consolidated Financial Statements. |                             

GEORESOURCES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)











|                                                         | Three Months Ended
March 31,
|-------------------------------------------------------- | ----------------------------
|                                                        
|                                                         | 2005                        
|CASH FLOWS FROM OPERATING ACTIVITIES:                    |                             
|Net income                                               | $
273,355                   
|Adjustments to reconcile net income                      |                             
|to net cash provided by operating activities:            |                             
|Depreciation and depletion                               | 189,092                     
|Accretion of asset retirement obligation                 | 22,630                      
|Deferred income taxes                                    | 23,000                      
|Other                                                    | 3,924                       
|Changes in assets and liabilities:                       |                             
|Decrease (increase) in:                                  |                             
|Trade receivables                                        | 118,616                     
|Inventories                                              | 11,572                      
|Prepaid expenses and other                               | (31,801)                    
|Increase (decrease) in:                                  |                             
|Accounts payable                                         | (26,650)                    
|Accrued expenses                                         | (58,178)                    
|                                                         |                             
|Net cash provided by operating activities                | 525,560                     
|                                                         |                             
|CASH FLOWS FROM INVESTING ACTIVITIES:                    |                             
|Additions to property, plant and equipment               | (283,173)                   
|Proceeds from sale of property, plant and equipment      | 6,494                       
|                                                         |                             
|Net cash used in investing activities                    | (276,679)                   
|                                                         |                             
|CASH FLOWS FROM FINANCING ACTIVITIES:                    |                             
|Principal payments on long-term capital lease obligation | (16,675)                    
|Proceeds from long-term borrowings                       | 10,006                      
|Principal payments on long-term debt                     | (256,386)                   
|                                                         |                             
|Net cash used in financing activities                    | (263,055)                   
|                                                         |                             
|NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS          | (14,174)                    
|                                                         |                             
|CASH AND EQUIVALENTS, beginning of period                | 715,551                     
|                                                         |                             
|CASH AND EQUIVALENTS, end of period                      | $
701,377                   
|                                                         |                             
|SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:        |                             
|Cash paid for:                                           |                             
|Interest                                                 | $
24,247                    
|Income taxes                                             | --                          
|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 March 31, 2005, and the results of operations and cash flows for the three-month periods ended March 31, 2005 and 2004.



The results of operations for the period ended March 31, 2005, are not necessarily indicative of the results to be expected for the full fiscal year.



Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, it is suggested that these financial statements be read in connection with the audited consolidated financial statements and the notes included in our Annual Report on Form 10-KSB for the Year Ended December 31, 2004.



2.

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



3.

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



Presented below are our identifiable net assets as of the date indicated:



|                             |              | March 31,
2005 |  | December 31,
2004
|---------------------------- | ------------ | -------------- |  | -----------------
|Oil and gas                  | $
9,414,342  | $
9,237,435   
|Leonardite                   | 769,416      | 820,742       
|Drilling                     | 1,418,147    | 1,546,104     
|General corporate activities | 1,018,898    | 1,115,890     
|                             | $
12,620,803 | $
12,720,171  



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



|            |             | Three months ended March 31,
|----------- | ----------- | ----------------------------
|            | 2005        |                             
|Revenue:    |             |                             
|Oil and gas | $
1,158,448 | $
896,325                   
|Leonardite  | 492,984     | 255,236                     
|Drilling    | 203,753     | --                          
|            | $
1,855,185 | $
1,151,561                 



|                             | Operating income (loss) |           |  | 
|---------------------------- | ----------------------- | --------- |  | 
|Oil and gas                  | $
594,298               | $
314,064
|Leonardite                   | 23,163                  | (33,127) 
|Drilling                     | (114,157)               | (48,957) 
|General corporate activities | (178,120)               | (129,038)
|                             | $
325,184               | $
102,942





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





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



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



We caution the reader that a number of important factors discussed herein, and in other reports filed with the Securities and Exchange Commission, particularly our Annual Report on Form 10-KSB for the Year Ended December 31, 2004, could affect our actual results and cause actual results to differ materially from those discussed in forward-looking statements.





Results of Operations - Three Months Ended March 31, 2005, compared to Three Months Ended March 31, 2004



Information concerning our oil and gas operations for the three months ended March 31, 2005, is set forth in the table below:



|Oil and Gas Operations           
|---------------------------------
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Oil and gas production sold (BOE)
|                                 
|Average price per BOE            
|                                 
|Oil and gas revenue              
|                                 
|Production costs                 
|                                 
|Average production cost per BOE  
|                                 
|Gross Margin                     
|                                 



The preceding chart gives various measures of our operations in the first quarter of 2005 and the percentage change from the same period in the prior year.  Production sold in the first quarter 2005 declined about 2,600 barrels or 9% essentially due to the average decline of our wells as no new production had been realized yet in 2005.  On April 29, 2005, we initiated water injection in our Landa West Madison Unit in one of two planned injection wells in that Unit.  Conversion to injection into the second well is expected to occur later in the second quarter.  We also have plans to drill two wells later this year as well as perform work-over and remedial well work to try to increase our production.



The average price for our oil and gas sold during the first quarter was $12.65 per BOE higher, which was substantially higher than the same period in 2004.  Although the first quarter volumes sold were lower, the upward change in our average value per BOE caused oil and gas revenue to increase by about $260,000.  Oil and gas production costs decreased $24,000 or 5%, in spite of $16,000 higher production taxes due primarily to lower work-over activity in the first quarter 2005 compared to the same period in 2004.  Production costs on a per-equivalent-barrel basis for the first quarter of 2005 increased $0.59 or 4% from the first quarter 2004 due to the effects of the 5% lower production costs coupled with the 9% lower volumes sold.  As a result of revenues and expenses, gross margin from oil and gas operations was about $286,000 or 66% higher than the same period in 2004.  Gross margin expressed as a percent of revenue was also higher at 62% versus 49% for the first quarter of 2005 and 2004, respectively.





Information concerning our leonardite operations for the three months ended March 31, 2005, is set forth in the table below:



|Leonardite Operations            
|---------------------------------
|                                 
|                                 
|                                 
|                                 
|                                 
|                                 
|Leonardite production sold (tons)
|                                 
|Average revenue per ton          
|                                 
|Leonardite revenue               
|                                 
|Cost of leonardite sold          
|                                 
|Average production cost per ton  
|                                 
|Gross Margin (deficit)           



Leonardite revenues increased $238,000 or 93% due to a 64% increase in the number of tons sold.  The average revenue per ton increased $21.86 or 17% for the first quarter of 2005 compared to the prior years quarter.  The higher average revenue per ton was due to increased sales of our specialty products that have higher selling prices.  We sell our Leonardite products to drilling mud companies that service many domestic and international drilling markets.  Rig counts for US and worldwide have all increased.  We believe the higher demand for our Leonardite products may be from areas outside the Gulf of Mexico, which historically is our largest market.  Cost of leonardite sold increased $178,000 or 69% due to the increase in production sold and the increase in specialty products sold.  However, total costs did not increase in direct proportion to total revenue due to fixed costs that do not increase with higher production volume.  Average production costs per ton increased $3.45 or 3% due to the higher volume of specialty products sold.  Gross margin for leonardite operations in 2005 was $57,000 compared to a $2,900 deficit for the first quarter of 2004.





Information concerning our drilling operations for the three months ended March 31, 2005, is set forth in the table below:



|Drilling Operations    
|-----------------------
|                       
|                       
|                       
|                       
|                       
|                       
|Operating days         
|                       
|Drilling revenue       
|                       
|Average revenue per day
|                       
|Drilling costs         
|                       
|Average cost per day   
|                       
|Gross Margin (deficit) 



During the first quarter of 2005, our subsidiarys, Western Star Drilling Company (WSDC), operations consisted of 26 operating days drilling two wells for other operators.  During the first quarter of 2004, WSDCs operations had only 3.2 operating days with no associated revenue or revenue per day therefore percentage revenue comparisons are not applicable.  As of May 1, 2005, WSDC has contracts for two more wells with other operators one of which will be a horizontal well in which GeoResources has a 10% interest.



All amounts in the drilling operations table above are presented in conformance with our financial statements.  Accordingly WSDCs revenue and expenses from the drilling of GeoResources wells are eliminated in consolidation of the financial statements and the cost of those wells is capitalized by GeoResources in oil and gas properties, using the full cost method of accounting.  Therefore, the amounts shown in the table represent only drilling operations performed by WSDC for companies other than GeoResources.  Although WSDC had revenue in the first quarter 2005, drilling costs were higher than revenue due primarily to repairs and maintenance that needed to be done before the rig moved to its next projects.  This also caused the higher average cost per day.  Due to the costs discussed above, the gross margin (deficit) for drilling operations in our statements was $(86,000) for first quarter 2005 compared to $(48,000) for the same period in 2004.





Consolidated Analysis



Total operating revenue increased $704,000 or 61% due to increased energy prices and leonardite sales and drilling operations.  Total operating expenses increased $481,000 or 46%.  Operating expenses for oil and gas, leonardite, and drilling were previously discussed.  Depreciation, depletion and amortization increased due to higher depreciation of the drilling rig that is based on the number of days the rig is operating.  Selling, general and administrative costs increased primarily due to our efforts to increase investor awareness of the company.  Operating income increased to $325,000 compared to income of $103,000 for the same period in 2004.  After non-operating expenses and a provision for income taxes, net income increased 226% from a net income of $84,000 or $.02 for the first quarter of 2004 to $273,000 or $.07 for the first quarter of 2005.





Liquidity and Capital Resources



At March 31, 2005, we had working capital of $127,000 compared to working capital of $85,000 at December 31, 2004.  Our current ratio was 1.07 to 1 at March 31, 2005, compared to 1.04 to 1 at year-end 2004.



Net cash provided by operating activities was $526,000 for the quarter ended March 31, 2005, compared to $576,000 for the same period in 2004.  Cash was utilized to make payments of $283,000 for additions to property, plant and equipment, $17,000 for payments on capital leases, $131,000 for regularly scheduled payments on long-term debt and $125,000 for pre-payment on long-term debt.



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, which has funds available for use subject to collateral requirements.  Future cash requirements might also be provided by possible forward sales of oil reserves or additional debt or equity financing.





Item 3.  Controls and Procedures



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, In Re:  Ramba, Inc., Lowell T. Cage, Trustee v. GeoResources, Inc.).  The bankruptcy trustee of a former leonardite customer, Ambar, Inc. (n/k/a Ramba, Inc.) has sued us for approximately $139,000 in an amended preference claim in Bankruptcy Court.  Our defense has been vigorous, and on September 1, 2004, the District Court considered our Motion for Summary Judgment and ruled in our favor.  On September 14, 2004, the bankruptcy trustee filed a Notice of Appeal.



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





|Item 6. Exhibits and Reports on Form 8-K.                                                                                                                                                                                                                                                                                                                                                      
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                               
|(a)
Exhibits.                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.1
Amended  Restated Articles of Incorporation dated June 10, 2003, incorporated by reference to Exhibit 3.1 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.2
Bylaws, as amended March 2, 2004, incorporated by reference to Exhibit 3.2 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.1
1993 Employees Incentive Stock Option Plan, incorporated by reference as Exhibit A to the Registrants definitive Proxy Statement dated May 5, 1993.                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.2
2004 Employees Stock Incentive Plan, incorporated by reference as appendix B to the Registrants definitive Proxy Statement dated May 5, 2004.                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.3
Secured Form Loan and Revolving Credit Agreement dated April 29, 1993, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Billings), incorporated by reference to Exhibit 10.1 of the Registrants Form 10-Q for the quarter ended June 30, 1993.                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.4
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended September 30, 1995.                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.5
First Amendment of Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage - Collateral Real Estate Mortgage dated September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended September 30, 1995.
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.6
Commercial Installment Note with addendum dated February 1, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for year ended December 31, 1997.                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.7
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of December 5, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana), and all related documents, incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for the year ended December 31, 1997.                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.8
Mining Lease and Agreement dated May 14, 1998, by and between Roger C. Ryan, Executor for the Estate of Constance P. Ryan, and as a single man, Susan Ryan, Joseph W. Ryan and Charlotte Friis as Lessors, and GeoResources, Inc. as Lessee and all related documents, incorporated by reference to Exhibit 10.14 of Registrants Form 10-K for the year ended December 31, 1998.         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.9
The First Amendment of Credit Agreement made as of January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.1 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.10
Promissory Note made January 5, 2001, with Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.2 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.11
Third Amendment of and Addendum to Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage  Collateral Real Estate Mortgage made January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.3 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.12
Third Amendment of Credit Agreement dated March 22, 2004, by and between GeoResources, Inc. and Wells Fargo Bank, National Association (successor in interest to Wells Fargo Bank Montana), incorporated by reference to Exhibit 10.1 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.13
Fourth Amendment of Mortgage, Short Term Mortgage Redemption, Security Agreement, Assignment of Production and Financing Statement dated March 22, 2004, by and between GeoResources, Inc. as Mortgager and Wells Fargo Bank, National Association incorporated by reference to Exhibit 10.2 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act.                                                                                                                                                                                                                                                                                           



SIGNATURES





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



GEORESOURCES, INC.





May 13, 2005





/S/  J. P. Vickers



J. P. Vickers

Chief Executive Officer

Chief Financial Officer

EXHIBIT INDEX

|                                                                                                                                                                                                                                                                                                                                                                                               
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit                                                                                                                                                                                                                                                                                                                                                                                        
|Number                                                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.1
Amended  Restated Articles of Incorporation dated June 10, 2003, incorporated by reference to Exhibit 3.1 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|3.2
Bylaws, as amended March 2, 2004, incorporated by reference to Exhibit 3.2 of Registrants Form 10-KSB for the year ended December 31, 2003.                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.1
1993 Employees Incentive Stock Option Plan, incorporated by reference as Exhibit A to the Registrants definitive Proxy Statement dated May 5, 1993.                                                                                                                                                                                                                                     
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.2
2004 Employees Stock Incentive Plan, incorporated by reference as appendix B to the Registrants definitive Proxy Statement dated May 5, 2004.                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.3
Secured Form Loan and Revolving Credit Agreement dated April 29, 1993, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Billings), incorporated by reference to Exhibit 10.1 of the Registrants Form 10-Q for the quarter ended June 30, 1993.                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.4
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.1 to the Registrants Form 10-Q for the quarter ended September 30, 1995.                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.5
First Amendment of Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage - Collateral Real Estate Mortgage dated September 1, 1995, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q for the quarter ended September 30, 1995.
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.6
Commercial Installment Note with addendum dated February 1, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana) incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for year ended December 31, 1997.                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.7
Amended and Restated Secured Term Loan and Revolving Credit Agreement made as of December 5, 1997, by and between GeoResources, Inc. and Wells Fargo Bank Montana (formerly Norwest Bank Montana), and all related documents, incorporated by reference to Exhibit 10.13 of Registrants Form 10-K for the year ended December 31, 1997.                                                  
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.8
Mining Lease and Agreement dated May 14, 1998, by and between Roger C. Ryan, Executor for the Estate of Constance P. Ryan, and as a single man, Susan Ryan, Joseph W. Ryan and Charlotte Friis as Lessors, and GeoResources, Inc. as Lessee and all related documents, incorporated by reference to Exhibit 10.14 of Registrants Form 10-K for the year ended December 31, 1998.         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.9
The First Amendment of Credit Agreement made as of January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.1 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.10
Promissory Note made January 5, 2001, with Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.2 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.11
Third Amendment of and Addendum to Mortgage, Security Agreement, Assignment of Production and Financing Statement and Mortgage  Collateral Real Estate Mortgage made January 5, 2001, by and between GeoResources, Inc. and Wells Fargo Bank Montana, incorporated by reference to Exhibit 10.3 of Registrants Form 10-QSB for the quarter ended March 31, 2001.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.12
Third Amendment of Credit Agreement dated March 22, 2004, by and between GeoResources, Inc. and Wells Fargo Bank, National Association (successor in interest to Wells Fargo Bank Montana), incorporated by reference to Exhibit 10.1 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                               
|10.13
Fourth Amendment of Mortgage, Short Term Mortgage Redemption, Security Agreement, Assignment of Production and Financing Statement dated March 22, 2004, by and between GeoResources, Inc. as Mortgager and Wells Fargo Bank, National Association incorporated by reference to Exhibit 10.2 to the Registrants Form 10-QSB for the quarter ended March 31, 2004.                       
|                                                                                                                                                                                                                                                                                                                                                                                               
|31.1
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                               
|31.2
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                               
|32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                                                               
|32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (filed herewith).                                                                                                                                                                                                                                                                          

EXHIBIT 31.1



Certification of Chief Executive Officer Under

Section 302 of the Sarbanes-Oxley Act of 2002



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



1.

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



2.

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



3.

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



4.

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



(a)

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



(b)

Reserved;



(c)

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



(d)

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



5.

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



(a)

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



(b)

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



Date:

May 13, 2005



Signature:

/s/ J. P. Vickers



J. P. Vickers

Title:

Chief Executive Officer

EXHIBIT 31.2



Certification of Chief Financial Officer Under

Section 302 of the Sarbanes-Oxley Act of 2002



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



1.

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



2.

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



3.

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



4.

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



(a)

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



(b)

Reserved;



(c)

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



(d)

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



5.

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



(a)

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



(b)

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



Date:

May 13, 2005



Signature:

/s/ J. P. Vickers



J. P. Vickers

Title:

Chief Financial Officer



EXHIBIT 32.1

Certification of Chief Executive Officer

of GeoResources, Inc Pursuant to 18 U.S.C. Section 1350





I, J. P. Vickers, certify that:



In connection with the Quarterly Report on Form 10-QSB of GeoResources, Inc. (the Company) for the period ended March  31, 2005, 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

May 13, 2005



EXHIBIT 32.2

Certification of Chief Financial Officer

of GeoResources, Inc. Pursuant to 18 U.S.C. Section 1350





I, J. P. Vickers, certify that:



In connection with the Quarterly Report on Form 10-QSB of GeoResources, Inc. (the Company) for the period ended March 31, 2005, 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

May 13, 2005