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: September 30, 2004
                                                  ------------------

                                       or

[ ]  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:                                       000-25496

                            HYPERDYNAMICS CORPORATION
             (Exact name of registrant as specified in its charter)

                  Delaware                              87-0400335
        (State or other jurisdiction                  (IRS Employer
     of incorporation or organization)              Identification No.)

                           9700 Bissonnet, Suite 1700
                              Houston, Texas 77036
          (Address of principal executive offices, including zip code)

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
                                       ---    ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of October 15, 2004, 41,525,703 shares of common stock, $0.001 par value,
were outstanding.
     Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


<PAGE>
<TABLE>
<CAPTION>
                                Table of Contents

PART I  FINANCIAL INFORMATION
<S>                                                                          <C>

     ITEM 1    Financial Statements                                            3

          Consolidated Balance Sheet as of
               September 30, 2004                                              3

          Consolidated Statements of Operations for the three
               months ended September 30, 2004
               and 2003 (Restated)                                             4

          Consolidated Statements of Cash Flows for the three
               months ended September 30, 2004 and 2003 (Restated)             5

          Notes to Financial Statements                                        6

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

     ITEM 3    Disclosure Controls and Procedures                              9


PART II  OTHER INFORMATION

     ITEM 2    Unregistered Sales of Equity Securities
               and Use of Proceeds                                            10

     ITEM 6    Exhibits and Reports on Form 8-K                               10
          (a)  Exhibits
          (b)  Reports on Form 8-K

     SIGNATURES                                                               10
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
                            Part 1     Financial Information

     ITEM 1   Financial Statements

                               HYPERDYNAMICS CORPORATION
                               Consolidated Balance Sheet
                                   September 30, 2004

<S>                                                                       <C>
Assets
Current Assets
  Cash                                                                    $  2,325,781
  Restricted certificate of deposit                                            129,750
  Accounts receivable, net of allowance for doubtful accounts of $23,412        45,028
  Inventory                                                                    106,740
  Other current assets                                                          82,289
                                                                          -------------
      Total Current Assets                                                   2,689,588

Property and Equipment, net of accumulated depreciation of $237,861            405,338
Other Assets
  Unproved Oil and Gas Properties, using Full Cost Method of Accounting      3,713,536
  Restricted certificate of deposit                                             65,445
  Deposits                                                                      21,132
  Customer list, net of accumulated amortization of $11,101                     68,823
                                                                          -------------
       TOTAL ASSETS                                                       $  6,963,862
                                                                          =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Current portion of installment notes payable                            $     91,201
  Accounts payable and accrued expenses                                        506,151
  Accounts payable seismic data                                                650,000
  Note payable                                                                 281,250
  Dividends payable                                                            372,398
  Dividends payable to related party                                           190,750
                                                                          -------------
       Total Current Liabilities                                             2,091,750
Long-term portion of installment notes payable                                  35,498
Deferred rent                                                                  143,876
Mandatorily redeemable preferred stock, net of $19,312 unamortized
offering costs and $154,500 unamortized discount                               598,688
                                                                          -------------
       TOTAL LIABILITIES                                                     2,869,812
                                                                          -------------
Commitments and Contingencies
Stockholders' Equity
Convertible preferred stock, par value $0.001; stated value $1,000;
20,000,000 shares authorized;
    Series A -1,945 shares issued and outstanding                                    2
    Series B -2,725 shares issued and outstanding                                    3
Common stock, par value $0.001; 50,000,000 shares authorized; 41,275,703
    shares issued and outstanding                                               41,276
Additional paid-in capital                                                  19,586,983
Accumulated deficit                                                        (15,534,214)
                                                                          -------------
Total Stockholders' Equity                                                   4,094,050
                                                                          -------------
       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                         $  6,963,862
                                                                          =============
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
                            HYPERDYNAMICS CORPORATION
                      Consolidated Statements of Operations
            Three Months Ended September 30, 2004 and 2003 (Restated)

                                                               2003
                                               2004         (Restated)
                                          ------------------------------
<S>                                       <C>             <C>

Revenues                                  $      66,156

Operating Expenses
  Cost of revenues                              195,585
  Selling                                        27,884   $      10,030
  General and administration                    771,606         348,185
  Depreciation and amortization                  36,855           9,932
                                          --------------  --------------
    Total Operating Expenses                  1,031,930         368,147
                                          --------------  --------------
        LOSS FROM OPERATIONS               (    965,774)   (    368,147)
Other Income (Expense)
  Other income                                                    1,445
  Interest expense                         (     60,563)   (     41,157)
  Interest income                                 6,662             709
                                          --------------  --------------
NET LOSS                                   (  1,019,675)   (    407,150)
Preferred dividend requirement             (     46,695)   (     46,695)
                                          --------------  --------------
NET LOSS CHARGEABLE TO COMMON
  SHAREHOLDERS                            $(  1,066,370)  $(    453,845)
                                          ==============  ==============

Basic and diluted loss per common share   $       (0.03)  $       (0.02)
Weighted average shares outstanding          41,210,286      27,641,812
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                              HYPERDYNAMICS CORPORATION
                        Consolidated Statements of Cash Flows
              Three Months Ended September 30, 2004 and 2003 (Restated)

                                                                             2003
                                                             2004         (Restated)
                                                       ----------------  ------------
<S>                                                    <C>               <C>
Cash flows from operating activities
   Net loss                                            $(    1,019,675)  $(  407,150)
Adjustments to reconcile net loss to cash
   provided by (used in) operating activities:
      Depreciation and amortization                             36,854         9,932
      Options and warrants issued                              390,357       102,460
      Beneficial conversion purchase feature
        associated with convertible notes payable to
        officers                                                               9,495
      Accretion of interest and amortization of
          offering costs of mandatorily redeemable
          preferred stock                                       57,937        29,812
      Bad debt expense                                           6,961         7,042
 Changes in assets and liabilities:
      Accounts receivable                               (       22,009)          130
      Inventory                                         (       23,010)   (    1,160)
      Other current assets                                      48,261    (    1,009)
      Accounts payable and accrued expenses                     87,921       303,141
      Customer deposits                                 (        5,000)
      Change in deferred rent                                    2,394         2,394
                                                       ----------------  ------------
Net cash provided by (used in) operating activities     (      439,009)       55,087
                                                       ----------------  ------------
Cash flows from investing activities
   Return of deposit                                               500
   Investment in unproved property                      (      321,221)   (  343,671)
   Purchases of property and equipment                  (       28,711)   (    3,223)
                                                       ----------------  ------------
Net cash used in investing activities                   (      349,432)   (  346,894)
                                                       ----------------  ------------
Cash flows from financing activities
   Proceeds from sale of units consisting of warrants
     in Hyperdynamics and preferred stock in
     subsidiary, net of $14,500 offering cost                                130,500
   Payments on installment debt                         (       43,344)   (    4,591)
   Proceeds from exercise of warrants                            8,125
                                                       ----------------  ------------
Net cash provided by (used in) financing activities     (       35,219)      125,909
                                                       ----------------  ------------
Net Change in Cash                                      (      823,660)   (  165,898)
Cash at beginning of period                                  3,149,441       176,017
                                                       ----------------  ------------
Cash at end of period                                  $     2,325,781   $    10,119
                                                       ================  ============

Non-cash transactions
   Issuance of common stock for accounts payable                         $    35,000
   Issuance of common stock for geological and
      geophysical services provided on oil and gas
      properties                                       $       101,750
   Accounts payable for geological and geophysical
      services provided on oil and gas properties               99,000
</TABLE>


                                        5
<PAGE>
                            HYPERDYNAMICS CORPORATION
                          NOTES TO FINANCIAL STATEMENTS

1.   Basis of Presentation

     The unaudited consolidated financial statements of Hyperdynamics
     Corporation ("Hyperdynamics") have been prepared in accordance with
     accounting principles generally accepted in the United States of America
     and the rules of the Securities and Exchange Commission ("SEC"), and should
     be read in conjunction with the audited financial statements and notes
     thereto contained in Hyperdynamics' latest Annual Report filed with the SEC
     on Form 10-KSB. In the opinion of management, all adjustments, consisting
     of normal recurring adjustments, necessary for a fair presentation of
     financial position and the results of operations for the interim periods
     presented have been reflected herein. The results of operations for interim
     periods are not necessarily indicative of the results to be expected for
     the full year. Notes to the consolidated financial statements which would
     substantially duplicate the disclosures contained in the audited
     consolidated financial statements for the most recent fiscal year, 2004, as
     reported in the Form 10-KSB, have been omitted.

     Prior to the quarter ended December 31, 2003, Hyperdynamics accounted for
     stock options issued to employees under the recognition and measurement
     principles of APB Opinion No. 25, Accounting for Stock Issued to Employees,
     and related Interpretations. Effective October 1, 2003, Hyperdynamics
     adopted the fair value recognition provisions of FASB statement 123,
     Accounting for Stock-Based Compensation. All prior periods presented have
     been restated to reflect the compensation cost that would have been
     recognized had the provisions of Statement 123 been applied to all awards
     granted to employees after January 1, 1995. Thus, the financial statements
     for the quarter ended September 30, 2003 do not reflect the $4,178,000 that
     was recorded under APB 25; and $66,430, the fair value of options and
     warrants issued to employees, has been recorded instead.

2.   Common Stock

     During the first quarter 2004, warrants to purchase 22,500 shares were
     exercised for a purchase price of $8,125 and 46,250 shares of stock were
     issued to two consultants for geological and geophysical work valued at
     $101,750.

3.   Acquisition  of  Trendsetter  Production  Company

     On September 15, 2004, Hyperdynamics acquired 100% of the stock of
     Trendsetter Production Company, a Mississippi Corporation ("Trendsetter")
     for $10. Trendsetter was owned by an officer of our wholly owned
     subsidiary, HYD Resources Corporation ("HYD"). Hyperdynamics purchased the
     Trendsetter stock so that it could acquire and drill oil and gas leases
     under the name of Trendsetter, which is a licensed oil and gas operator in
     the state of Louisiana. At the time of the purchase, Trendsetter owned one
     oil and gas lease, which it had acquired on September 8, 2004 for nominal
     consideration, and it had no liabilities.

4.   Commitments  and  Contingencies

     On August 7, 2004, HYD entered into an agreement under which it may
     purchase a drilling rig provided that it relocates the rig from its present
     location and pays the seller $60,000 by December 5, 2004. As of September
     30, 2004, HYD had paid $4,000 for one component of the rig. If HYD fails to
     relocate the rig or fails to pay the balance the seller will retain the
     ownership of the rig and HYD will have no further obligation related to
     this agreement.


                                        6
<PAGE>
5.   Subsequent  Events

     During October 2004, an investor exercised warrants to purchase 250,000
     shares of common stock for $137,500. In November 2004, an investor
     exercised warrants to purchase 10,000 shares of common stock for $2,500.


              CAUTIONARY  STATEMENT ON FORWARD-LOOKING INFORMATION

The Company is including the following cautionary statement to make applicable
and take advantage of the safe harbor provision of the Private Securities
Litigation Reform Act of 1995 for any forward-looking statements made by, or on
behalf of, the Company. This quarterly report on form 10QSB contains
forward-looking statements. Forward-looking statements include statements
concerning plans, objectives, goals, strategies, expectations, future events or
performance and underlying assumptions and other statements which are other than
statements of historical facts. Certain statements contained herein are
forward-looking statements and, accordingly, involve risks and uncertainties
which could cause actual results or outcomes to differ materially from those
expressed in the forward-looking statements. The Company's expectations, beliefs
and projections are expressed in good faith and are believed by the Company to
have a reasonable basis, including without limitations, management's examination
of historical operating trends, data contained in the Company's records and
other data available from third parties, but there can be no assurance that
management's expectations, beliefs or projections will result or be achieved or
accomplished. In addition to other factors and matters discussed elsewhere
herein, the following are important factors that, in the view of the Company,
could cause actual results to differ materially from those discussed in the
forward-looking statements: the ability of the Company to respond to changes in
the information system environment, competition, the availability of financing,
and, if available, on terms and conditions acceptable to the Company, and the
availability of personnel in the future.

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

Results  of  Operations

Our revenues increased from $0 in the quarter ended September 30, 2003 to
$66,156 in the quarter ended September 30, 2004.  During the quarter ended
September 30, 2003, we focused on the acquisition of seismic data for our Guinea
concession, which built our investment in unproved properties but did not add to
our immediate revenues.  Our revenues during the quarter ended September 30,
2004 were derived from oil well service work performed by HYD. Cost of revenue
increased from $0 in the quarter ended September 30, 2003 to $195,585 in the
quarter ended September 30, 2004.  During the quarter ended September 30, 2004,
HYD incurred labor costs, equipment costs, and yard costs totaling approximately
$150,000.  These costs were attributable to field overhead, preparation for the
inception of our program to drill shallow oil wells in Louisiana, and our well
service work.  Additionally, we incurred oil and gas exploration costs
associated with our concession in Guinea of approximately $15,000 and payroll
costs associated with our potential tape transcription operations of
approximately $30,000.

Our selling, general, and administrative expenses increased 123%, from $358,215
during the quarter ended September 30, 2003 to $799,490 during the quarter ended
September 30, 2004. The main reason for this difference is a charge to expense
attributable to warrants issued to consultants of approximately $390,000, which
was approximately $360,000 higher in 2004 than in 2003. This quarter's expense
related to equity-based compensation to four consultants of $390,000 derives
from the vesting of 200,000 warrants to purchase common stock at an exercise
price of $0.50 per share. 2,000,000 warrants were originally granted to four
consultants during the year ending June 30, 2004, and 800,000 warrants vested
during that year. 200,000 warrants vested on September 30, 2004 and 200,000
warrants are scheduled to vest at the end of each quarter for the next five
quarters. We record the expense associated with these warrants using the current
fair value of the warrants as of the date they vest as estimated by the
Black-scholes option pricing model. Thus, provided that the agreements are not
terminated, which would result in the forfeiture of the unvested warrants, we
will incur expense related to these warrants each quarter for the next five
quarters and the expense will vary based upon the market price of our common
stock in each quarter. Equity-based compensation does not impact our liquidity
or net worth because the consulting expense is offset by an increase to
additional paid-in capital.

Other factors affecting the change in selling, general, and administrative
expense were that our insurance expense increased approximately $40,000 due to
increased coverages and our subsidiary, HYD, incurred approximately $50,000 of
selling, general, and administrative expense.

Our depreciation expense increased 271% from $9,932 in the quarter ended
September 30, 2003 to $36,855 in the quarter ended September 30, 2004.  The
increased depreciation and amortization is


                                        7
<PAGE>
associated with HYD's assets, which were acquired or purchased from April 2004
to the present. Additionally, our interest expense increased 47% from $41,157 in
the quarter ended September 30, 2003 to $60,563 in the quarter ended September
30, 2004.

Based on the factors discussed above, net loss chargeable to common shareholders
increased $612,555, or 135% from $(453,845) in 2003 to $(1,066,370) in 2004.

Liquidity  and  Capital  Resources

     At September 30, 2004 our current ratio of current assets to current
liabilities was 1.35 to 1. This compares to 0.06 to 1 for 2003. Our current
ratio improved because we successfully raised capital to fund the Guinea
investment. A deeper analysis of the current ratio reveals several current
obligations that reduce the current ratio but for which there is no requirement
to use cash to satisfy them. These items include Deposits, Note Payable -
purchase of HYD, Dividends Payable, and Dividends payable to related party.
Additionally, payment of Accounts payable Seismic Data is deferred until we
receive cash inflows sufficient to pay it.

Our cash from operations was a deficit this last year based on our asset
appreciation based plan. We have taken overhead reduction steps to minimize non
productive expenditures.  We are spending the bulk of the capital raised
directly or indirectly on enhancing the value of our offshore oil and gas
concession.  These expenditures, however, do not improve cash flow from
operations.  In order to improve our operating cash flow situation for future
periods, management has budgeted certain amounts of capital and has started to
build up our service revenues. As mentioned in the business section of our
annual report for the year ended June 30, 2004, we are pursuing domestic
production to give us income enough to pay our overhead then to enhance the
returns available to our shareholders as we move forward into future drilling
programs.

Thus, we expect to improve our cash flow from operations on a steady basis from
quarter to quarter during the current fiscal year. We expect to see significant
improvement reflected in the future by management's policies to pursue these
new revenues while continuing to build our potential income sources from our
largest oil and gas assets. Our clear goal is to make significant progress in
reducing and ultimately eradicating our negative cash flow from operations. We
are very encouraged by our increasing revenues and potential for steady growth
in oil production revenues from the oil that is now being produced by HYD.

As a public company, the health of our market is paramount to be able to raise
critical capital. As reported in our annual report, we raised $5,937,063 as net
proceeds from sale of restricted common stock last year. The majority of the
capital raised is going to improve our drilling prospects. We believe that any
additional capital funds raised will continue to enhance our asset value in our
oil and gas concession. It is our belief that this will enhance shareholder
value and facilitate additional financing options. We also see other
opportunities developing including the possibility to generate cash from
domestic operations while our efforts for exploration on our concession offshore
Africa continue.

Because SCS Corporation ("SCS") is looking to step forward its exploration with
a 3D seismic acquisition program, processing, and analysis thereof, and to drill
exploration wells, we are beginning to look at more than one option to raise
additional funds.  Management is confident in its ability to raise additional
capital under more conventional financing structures such as an underwritten
secondary financing, but also believes we will be able to secure oil and gas
working interest partners to fund and


                                        8
<PAGE>
carry significant portions of the capital investment burden.

We could obtain additional capital also upon the exercise of previously issued
in the money outstanding warrants and options for common stock.

We have a capital lease obligation of $23,782 financing certain electrical
equipment in our data center.   Additionally, we owe $42,000 of a settlement
payable to a vendor and $60,328 of installment payments on insurance finance
agreements.  We do not plan on using significant debt financing except for the
possibility of financing income-producing assets in the future.

Finally,  we  originally purchased a CD in the amount of $436,300, which secured
the lease at Westwood with a Letter of Credit arrangement. This CD and letter of
credit  is  now $65,445 as $129,750 was just released to the Company on November
1,  2004.  The  remaining  $65,445  will  be  released  on  November  1,  2005.

Management  has  put  investments  and  strategies in motion to begin increasing
profitable revenues from domestic oil production and to help the company operate
on  a  profitable  basis  in  the  near  future.  If  successful, these domestic
strategies, in addition to the much larger potential sources of revenue from our
offshore operation, should help us build positive cash flow and build a stronger
financial  position  as  we  move  forward.

Off-balance  Sheet  Arrangements

Under  our  agreement  with US Oil, we will pay US Oil $1,600,000 if SCS obtains
third  party  financing  for the Guinea development project, and a 3% royalty if
oil and gas is produced on our Guinea project.  This contingent payable will, if
paid,  increase  the  cost of the Unproved Oil and Gas properties at the time of
payment.  As  such,  it  will  increase  the  cost of sales over the oil and gas
production period as part of the periodic amortization of the Proved Properties,
or,  if  the  development  of  the  properties does not culminate in oil and gas
production,  the  cost  will  be  charged  to  expense  as  an  impairment.

We  have  an  operating  lease  with our landlord as disclosed in Note 13 of the
financial  statements  that  appear in our annual report for the year ended June
30,  2004.

We have a contingent $350,000 note payable that is only payable with 25% of the
profits of SCS. We have the right to pay this note off using common stock.  We
also have three contingent notes payable totaling $856,000 to be paid in
installments of 25% of HYD's net income over the next five years.

ITEM 3    Evaluation of disclosure controls and procedures

Kent  Watts,  our  Chief  Executive Officer and our Chief Financial Officer, has
concluded  that  that our disclosure controls and procedures are appropriate and
effective.  Mr.  Watts has evaluated these controls and procedures as of the end
of  the period covered by this report on Form 10-QSB.  There were no significant
changes  in  the  our  internal  controls  or  in  other  factors  that  could
significantly  affect these controls subsequent to the date of their evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.

There  have  been  no  changes  in our internal control over financial reporting
identified  in connection with the evaluation required by Rule 13a-14(b) or Rule
15d-14(b)  that  occurred  during  our  last  fiscal quarter that has materially
affected,  or  is  reasonably  likely to materially affect, our internal control
over  financial  reporting.


                                        9
<PAGE>
                          PART II     OTHER INFORMATION


ITEM 2    Unregistered Sales of Equity Securities and Use of Proceeds

During  the  quarter  ended  September  30, 2004, we have effected the following
transactions  in reliance upon exemptions from registration under the Securities
Act  of  1933  as amended (the "Act") as provided in Section 4(2) thereof.  Each
certificate  issued  for unregistered securities contained a legend stating that
the  securities  have  not  been  registered under the Act and setting forth the
restrictions  on  the  transferability  and  the  sale  of  the  securities.  No
underwriter  participated  in,  nor  did  we  pay any commissions or fees to any
underwriter  in  connection  with  any  of  these  transactions.  None  of  the
transactions  involved  a  public  offering.  We  believe  that  each person had
knowledge  and  experience in financial and business matters, which allowed them
to evaluate the merits and risks of our securities.  We believe that each person
was  knowledgeable  about  our  operations  and  financial  condition.

During August and September 2004, two investors exercised warrants to purchase
22,500 shares for $8,125. These were private placements made in reliance on
Section 4(2) of the Act.

During  September 2004, we issued 46,250 shares of common stock to two
consultants for services valued at $101,750.  This was a private placement made
in reliance on Section 4(2) of the Act.


ITEM 6    Exhibits  and  Reports  on  Form  8-K
(a)       EXHIBITS

     Exhibit  31.1  -  Certification of Chief Executive Officer of HyperDynamics
Corporation required  by  Rule  13a-14(1) or Rule 15d-14(a) of the Securities
Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.

     Exhibit  31.2  -  Certification of Chief Financial Officer of HyperDynamics
Corporation required  by  Rule  13a-14(1) or Rule 15d-14(a) of the Securities
Exchange  Act  of  1934,  as  adopted pursuant to Section 302 of the
Sarbanes-Oxley  Act  of  2002.

     Exhibit  32.1  - Certification of Chief Executive Officer of HyperDynamics
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
Section  1350 of 18 U.S.C. 63.

     Exhibit  32.2  - Certification of Chief Financial Officer of HyperDynamics
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and
Section  1350 of 18 U.S.C. 63.

     (b)  REPORTS ON FORM 8-K
          None


Signature
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


                                       10
<PAGE>
                                                       HyperDynamics Corporation
                                                                    (Registrant)

                                                              By: /s/ Kent Watts
                                                                  --------------
                                              Kent Watts, Chairman of the Board,
                           Chief Executive Officer, and Chief Accounting Officer

Dated: November 11, 2004


                                       11
<PAGE>