SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
                                   FORM 10-Q


(Mark One)
_X_  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 for the Quarter ended March 31, 1998.

___  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 Registrant 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,  North Dakota		58801	
(Address of Principal executive offices)                            (Zip Code)

(Registrant's telephone number including area code)            (701) 572-2020

                   ----------------------------------------

	Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
Registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes __X__  No _____.

                   ----------------------------------------

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


          Class                                Outstanding at April 30, 1998 
       Common Stock                                  4,072,414 shares
(par value $.01 per share)



                              GEORESOURCES, INC.
                                     INDEX



                                                                PAGE
                                                                NUMBER
PART I.	FINANCIAL INFORMATION

   Item 1. Financial Statements

     Consolidated Balance Sheets                                  3
       (March 31, 1998 and December 31, 1997)

     Consolidated Statements of Operations                        4
       (Three months ended March 31, 1998 and 1997)

     Consolidated Statements of Cash Flows                        5
       (Three months ended March 31, 1998 and 1997)

     Notes to Consolidated Financial Statements                   6

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


PART II. OTHER INFORMATION                                        11



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

                                                March 31,      December 31,
                                                  1998            1997 
ASSETS
CURRENT ASSETS
   Cash and equivalents                      $    185,328    $    490,385
   Trade receivables, net                         564,163         521,934
   Inventories                                    333,136         288,264
   Prepaid expenses                                27,796          31,422
   Investments                                      4,342          25,966

        Total current assets                    1,114,765       1,357,971

PROPERTY, PLANT AND EQUIPMENT, at cost:
   Oil and gas properties, using the
     full cost method of accounting:
       Properties being amortized              18,611,543      17,997,596
       Properties not subject to amortization     129,556         124,672
   Leonardite plant and equipment               3,211,825       3,211,825
   Other                                          704,357         702,068

                                               22,657,281      22,036,161
   Less accumulated depreciation, depletion
     amortization and impairment              (15,686,204)    (15,510,109)

        Net property, plant and equipment       6,971,077       6,526,052

OTHER ASSETS:
   Mortgage loans receivable, related party       103,321         103,321
   Other                                           51,924          44,984

        Total other assets                        155,245         148,305

TOTAL ASSETS                                 $  8,241,087    $  8,032,328

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                          $    948,540    $    770,204
   Current maturities of long-term debt           434,297         457,097
   Accrued expenses                                99,993         112,430

        Total current liabilities               1,482,830       1,339,731

LONG-TERM DEBT, less current maturities           874,251         666,000

DEFERRED INCOME TAXES                             325,000         335,000

STOCKHOLDERS' EQUITY:
   Common stock, par value $.01 per share;
     authorized 10,000,000 shares; issued 
     4,097,714 shares; outstanding 4,072,414
     shares and 4,097,714 shares, respectively     40,972          40,972
   Additional paid-in capital                     880,797         880,797
   Retained earnings                            4,687,429       4,769,828
   Less cost of 25,300 shares
     acquired for treasury                        (50,192)             --

        Total stockholders' equity              5,559,006       5,691,597

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  8,241,087    $  8,032,328

See Notes to Consolidated Financial Statements.



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



                                                    Three Months Ended
                                                         March 31, 
                                                  1998            1997 

OPERATING REVENUES:
   Oil and gas sales                         $    430,923    $    826,381 
   Leonardite sales                               182,189         192,974 

                                                  613,112       1,019,355


OPERATING COSTS AND EXPENSES:
   Oil and gas production                         238,333         344,674
   Cost of leonardite sold                        164,824         171,885
   Depreciation and depletion                     176,095         170,367
   Selling, general and administrative            111,864         115,808
     
                                                  691,116         802,734

        Operating income (loss)                   (78,004)        216,621


OTHER INCOME (EXPENSE):
   Interest expense                               (25,943)        (26,728)
   Interest income                                  6,192           6,670
   Other income, net                                5,356           4,425
	
                                                  (14,395)        (15,633)

        Income (loss) before income taxes         (92,399)        200,988


Income tax (expense) benefit                       10,000         (17,500)

        Net income (loss)                    $    (82,399)   $    183,488

EARNINGS PER SHARE:	

        Net income (loss), basic and diluted $       (.02)   $        .05

See Notes to Consolidated Financial Statements.



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

                                                    Three Months Ended
                                                         March 31, 
                                                  1998            1997 

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                         $    (82,399)   $    183,488
   Adjustments to reconcile net income (loss)
     to net cash provided by operating activities:
       Depreciation and depletion                 176,095         170,367
       Deferred income taxes                      (10,000)          9,600
       Other                                          560             548
       Changes in assets and liabilities:
         Decrease (increase) in:
           Trade receivables                      (42,229)        301,542
           Inventories                            (44,872)         11,408
           Prepaid expenses and other               3,626           5,067
           Investments                             21,624          50,450
         Increase (decrease) in:
           Accounts payable                       (61,621)         43,670
           Accrued expenses                       (12,437)        (20,089)

             Net cash provided by (used in)
               operating activities               (51,653)        756,051

CASH FLOWS FROM INVESTING ACTIVITIES:
   Additions to property, plant and equipment    (381,163)     (1,030,252)
   Other                                               --             118

             Net cash used in investing
               activities                        (381,163)     (1,030,134)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from long-term borrowings             300,000              --
   Principal payments on long-term debt          (114,549)        (70,800)
   Debt issue costs                                (7,500)             --
   Purchase of treasury stock                     (50,192)             --

             Net cash used in financing
               activities                         127,759         (70,800)

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS  (305,057)       (344,883)

CASH AND EQUIVALENTS, beginning of period         490,385         754,888

CASH AND EQUIVALENTS, end of period          $    185,328    $    410,005

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid  for:
     Interest                                $     25,943    $     26,728
     Income taxes                                      50              50

See Notes to Consolidated Financial Statements.



                      GEORESOURCES, INC., AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)



1.   In the opinion of the management of GeoResources, Inc. (the "Company"), 
     the accompanying unaudited financial statements contain all adjustments 
     (consisting of only normal recurring accruals) necessary to present 
     fairly the financial position of the Company as of March 31, 1998, and 
     the results of operations and cash flows for the three month periods 
     ended March 31, 1998 and 1997.

     The results of operations for the three month period ended March 31, 
     1998 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 the 
     Company's Annual Report on Form 10-K for the year ended December 31, 
     1997.

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



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


	Information contained in the following discussion of results of 
operations and financial condition of the Company contains forward-looking 
statements within the meaning of the Private Securities Litigation Reform Act 
of 1995, which can be identified by the use of words such as "may," "will," 
"expect," "anticipate," "estimate," or "continue," or variations thereon or 
comparable terminology.  In addition, all statements other than statements of 
historical facts that address activities, events or developments that the 
Company expects, believes or anticipates, will or may occur in the future, and 
other such matters, are forward-looking statements.

	The following discussion should be read in conjunction with the 
Company's consolidated financial statements and related notes included 
elsewhere herein.  The Company's future operating results may be affected by 
various trends and factors which are beyond the Company's control.  These 
include, among other factors, the competitive environment in which the Company 
operates, prices for oil, both domestically and internationally, demand for 
leonardite in the drilling industry, dependence upon key management personnel, 
the speculative nature of the oil and gas business in general, availability of 
drilling equipment and other uncertain business conditions that may affect the
Company's business.

	The Company cautions the reader that a number of important factors 
discussed herein, and in other reports filed with the Securities and Exchange 
Commission, particularly the Annual Report on Form 10-K for the Fiscal Year 
Ended December 31, 1997, could affect the Company's actual results and cause 
actual results to differ materially from those discussed in forward-looking 
statements.


Results of Operations -	Three Months Ended March 31, 1998, compared to Three 
Months Ended March 31, 1997

	Information concerning the Company's oil and gas operations for the 
three months ended March 31, 1998, is set forth in the table below:


                            Oil and Gas Operations

                                                        Percent Increase
                                   Three Months Ended   (Decrease) from
                                     March 31, 1998       1997 Period 

Oil and gas production sold (BOE)           42,051            (7%)

Average price per BOE                 $      10.25           (44%)

Oil and gas revenue                   $    430,923           (48%)

Production costs                      $    238,333           (31%)

Average production cost per BOE       $       5.67           (26%)
     


	Oil and gas production sold declined by 3,040 barrels of oil 
equivalent (BOE) or 7% compared to the quarter ended March 31, 1997.  This 
decrease in the volume of oil sold was due to several factors, all of which 
were related to the substantially lower oil prices that existed in the first 
quarter 1998 compared to the first quarter 1997.  In 1998, the Company started 
holding some of its oil production in lease tanks as inventory with the 
objective of selling the oil later at a higher price.  As a result, at March 
31, 1998, oil held in inventory was 6,800 barrels higher than it was at 
December 31, 1997.  When the inventory barrels are considered, the Company 
actually produced 3,760 BOE more in the first quarter 1998 than the same 
quarter in 1997.  Most of this production inventory is associated with low 
volume wells that can take several months to fill the lease tanks.  As these 
tanks become full, the Company must determine whether to sell the oil at the 
prevailing price or to stop producing ("shut-in") certain of its wells.  By 
March 31, 1998, the Company had shut-in five marginal ("stripper") wells to 
lower production costs.

	Oil and gas revenue declined $395,000 or 48%.  The revenue decrease 
was due primarily to a 44% lower average oil price of $10.25 in the first 
quarter 1998 compared to $18.33 in the first quarter 1997 combined with the 
lower volume of oil sold.  Oil and gas production costs decreased $106,000 or 
31%, due in part to the lower oil revenue which decreased production taxes, 
lower winter-related production costs compared to first quarter 1997, and 
efforts to reduce production costs.  Production costs on a per-equivalent-
barrel basis declined 26% to $5.67 compared to $7.64 for the first quarter 
1997, due to the efforts to reduce production costs.  

	Information concerning the Company's leonardite operations for the 
three months ended March 31, 1998, is set forth in the table below:


                             Leonardite Operations

                                                        Percent Increase
                                   Three Months Ended   (Decrease) from
                                     March 31, 1998       1997 Period 

Leonardite production sold (tons)            1,686           (29%)

Average revenue per ton               $     108.06            34%

Leonardite revenue                    $    182,189            (6%)

Cost of leonardite sold               $    164,824            (4%)

Average production cost per ton       $      97.76            36%
     

	Leonardite revenues declined 6%, due to a 29% decrease in the number 
of tons sold and a 34% increase in average revenue per ton.  Management 
believes the reason for the lower number of tons sold is due to reduced demand 
caused by low oil prices.  The 34% increase in average revenue per ton was due 
to a much larger percentage of specialty product sales that have higher 
selling prices.  The 4% increase in cost of leonardite sold resulted from the 
29% decrease in production coupled with the 36% higher per ton average 
production costs.  Average production costs increased, due again to the larger 
percentage of specialty product sales, which also have higher processing 
costs. 



                             Consolidated Analysis

	Total operating revenue decreased $406,000 or 40%, primarily due 
to the substantially lower oil prices previously discussed.  Total 
operating expenses decreased $112,000 or 14%, primarily due to the lower 
oil and gas production costs previously discussed.  As a result of lower 
revenues, and to a lesser extent lower expenses, the Company incurred an 
operating loss of $78,000 compared to operating income of $217,000 for the 
same period in 1997.  After provisions for non-operating expenses and 
income taxes, the Company incurred a net loss for the first quarter 1998 of 
$82,000 or $.02 per share compared to the first quarter 1997 net income of 
$183,000 or $.05 per share.



                        Liquidity and Capital Resources

	At March 31, 1998, the Company had negative working capital of 
$368,000 compared to working capital of $18,000 at December 31, 1997.  The 
$350,000 decrease in working capital was primarily due to the impact of 
payables related to the Company's drilling and completion of the Oscar Fossum 
H4 horizontal well that started producing in February 1998 as well as lower 
cash flow due to lower oil prices.  The Company's current ratio was .75 to 1 
at March 31, 1998, compared to 1.01 to 1 at year-end 1997.  This current ratio 
was not in compliance with the Company's loan agreement with its bank; 
however, the Company received from its bank a waiver of the covenant through 
the second quarter of 1998.  Management believes the Company should be in 
compliance with this covenant by the end of the second quarter.

	Net cash used in operating activities was $52,000 for the quarter 
ended March 31, 1998, compared to cash provided by operating activities of 
$756,000 for the same period in 1997.  The substantial decrease in 1998 
operating cash flows was primarily due to lower oil prices.  Cash was also 
utilized to make payments of $381,000 for additions to property, plant and 
equipment and $115,000 for payments on long-term debt.

	The continuation of relatively low oil prices will adversely affect 
the Company's ability to achieve net income.  Management cannot predict the 
prices of oil, but will attempt to keep costs as low as possible during 
periods of low oil prices, as discussed above.  Management believes the 
Company's future cash requirements can be met by cash flows from operations 
and, if necessary, borrowings on the Company's existing line-of-credit.  
Future cash requirements might also be provided by possible forward sales of 
oil reserves or additional debt or equity financing.



                          PART II. OTHER INFORMATION


Item 1. Legal Proceedings.

	On May 12, 1989, the Company filed an action in Burleigh County 
District Court, North Dakota, against MDU Resources Group, Inc., a Delaware 
corporation, and Williston Basin Interstate Pipeline Company, a Delaware 
corporation. The Complaint related to, among other things, breaches of a take 
or pay natural gas contract and attempts by the defendants to coerce the 
Company into modifying the contract.  The defendants answered the Complaint on 
June 1, 1989.  Afterwards, no further materials were filed with the court, but 
the Company believed that the case remained pending.  The Company contacted 
the attorney who filed the action to assess the status and request further 
prosecution of the case.  After several months of inaction regarding the case, 
the Company contacted the court in September 1996 and was informed by the 
court that the case had been dismissed in 1991.  On January 15, 1997, the 
Company refiled its action against MDU Resources Group, Inc.  Management 
cannot predict the outcome of this action, although the Company intends to 
pursue its available remedies.

	Other than the foregoing legal proceeding, the Company is not a 
party, nor is any of its property subject to, any pending material legal 
proceedings.  The Company knows of no legal proceedings contemplated or 
threatened against it.


Item 2. Changes in Securities

	None.


Item 3. Defaults upon Senior Securities

	None.


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

	None.


Item 5. Other Information.

	None.


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

	A.  Exhibits
     
            Exhibit 27. Financial Data Schedule

        B.  Reports on Form 8-K

            No reports on Form 8-K were filed during the quarter ended
            March 31, 1998.



                                  SIGNATURES


	Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       GEORESOURCES, INC.


May 14, 1998


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