UNITED  STATES
                    SECURITIES  AND  EXCHANGE  COMMISSION
                           Washington,  DC  20549


                               FORM  10-KSB


Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
                                [Fee Required]

                 For the fiscal year ended: December 31, 1997

                        Commission file number #1-13162

                             EMPIRIC ENERGY,  INC.
                (Name of small business issuer in its charter)


                     Texas                                  75-2455467
      (State  or  other  jurisdiction  of                  (IRS Employer
         incorporation  or  organization)                Identification  No.)

          8201  Preston  Road,  Suite  580
                     Dallas, Texas                             75225
        (Address  of  principal executive offices)          (Zip Code)


                                (214) 265-8392
              (Registrant's  telephone  number,  including  area code)

        Securities registered under Section 12(b) of the Exchange Act:


               Title  of  each  class                Name of each exchange
                                                     on  which  registered

     Common  Stock  ($.01  par value)                         Over the Counter

Check whether the issuer (1) 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
                                                                        --

Check  if  there is no disclosure of delinquent filers in response to Item 405
of  Regulation  S-B  is  not  contained in this form and no disclosure will be
contained,  to  the best of the registrant's knowledge, in definitive proxy or
information  statements  incorporated  by  reference  in Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB.  Yes      X    No
                                                          -----

<PAGE>
                             EMPIRIC ENERGY, INC.

                             INDEX TO FORM 10-KSB


PART  I
                                                                        PAGE #
     Item  1.    Description of Business Description of Business         1

     Item  2.    Description  of  Property                               2

     Item  3.    Legal Proceedings                                       5

     Item  4.    Submission of Matters to a Vote of Security Holders     5

PART  II.

     Item 5.     Market for Common Equity and Related Stockholder 
                 Matters                                                 6

     Item  6.    Management Discussion and Analysis of Financial        
                 Condition  and  Results  of  Operations                 6

     Item  7.    Financial  Statements                     8

     Item  8.    Changes in and Disagreements with Accountants on        
                 Accounting  and  Financial  Disclosure                  8

PART  III.

     Item  9.    Directors, Executive Officers, Promoters and Control 
                 Persons; Compliance  with  Section  16(a) of the 
                 Exchange Act                                            9

     Item  10.   Executive  Committee                                   10

     Item  11.   Security Ownership of Certain Beneficial Owners
                 and  Management                                        12

     Item  12.   Certain Relationships and Related Transactions         12

     Item  13.   Exhibits  and  Reports  on  Form  8-K                  13

SIGNATURE  PAGE                                                         13

                                                                      PART I.

ITEM  I.          DESCRIPTION  OF  BUSINESS

Background  -  From  Inception  to  Present
------------------------------------------------------------------------------

          The Company is an independent oil and gas exploration and production
company  with  leasehold  properties  in  the  Hugoton  Panhandle  Field  (the
"Panhandle Field") which extends from West Texas through Central Oklahoma into
Western  Kansas.   During 1992 and 1993, the Company participated in a 20 well
drilling  program  on  leases in Moore and Potter Counties, north of Amarillo,
Texas  resulting in wells producing from the Red Cave Sandstone Formation.  As
a  result, the Company earned a 41.5 percent working interest in approximately
26,755  gross  acres  covered  by oil and casinghead gas leases (the "Richmond
acreage").

          In October 1993 the Company acquired 100 percent working interest in
approximately  7,000 gross acres on leases on the Brent Ranch, adjacent to the
Richmond acreage.  The Company drilled three non-commercial wells on the Brent
Ranch  in October 1994 and June 1995 and was required to drill four additional
wells  by  June 22, 1995 and five wells by October 1995.  A dispute arose with
the leaseholders over the timely drilling of the wells to be commenced by June
22,  1995,  which  resulted in termination of the Brent Ranch lease and of the
Company's  obligations  to  drill  eight  additional  wells.

          On  March  31, 1994, the Company filed a registration statement with
the  Securities and Exchange Commission for the sale of up to 500,000 Units at
$10.00 per Unit in a "best efforts"underwriting although a minimum requirement
for  the  sale  of  250,000 units was in effect.  Each Unit consisted of three
shares  of the Company's Common Stock and one Warrant to purchase one share of
Common  Stock  at $4.25 per share for a five year period.  The Public Offering
was  closed on October 14, 1994 with net proceeds to the Company of $2,226,000
from the sale of 252,266 Units after Underwriter commissions and expenses.  At
the  time of the original underwriting, the Company's development drilling and
acquisition  growth  plans  were  based  on  the  receipt  of  approximately
$5,000,000,  only  about  one-half  of  which was obtained. This shortfall of
available  capital has restricted the Company's growth to achieve a continuing
profitable  status.    The  Company  has attempted to raise additional capital
through  private  placements  of  debt/equity  and from conventional financing
sources  with  limited  success.

     Pursuant  to  an  agreement  dated March 23, 1995 between the Company and
Texoil  Energy,  Ltd.  ("Texoil"),  a  Canadian  corporation,  Texoil acquired
one-half  of  the  Company's interest in approximately 9,300 acres of oil and
casinghead gas leases in Moore and Potter Counties, Texas, including the 7,000
acres on the Brent Ranch and 225,000 shares of the Company's Common Stock.  In
consideration  therefor,  the  Company  received  $128,750 cash and a $121,250
note, 1,000,000 shares of Texoil Common Stock and $750,000 principal amount of
6% preferred stock (the "6% Preferred Stock"), convertible into 750,000 shares
of Texoil Common Stock.  Under the terms of the agreement, Texoil was required
to fulfill the Company's obligation to drill nine wells on the Brent Ranch and
four  wells on the Richmond acreage.  In view of the cancellation of the Brent
Ranch  Agreement  along  with  the  settlement  of  the  legal  dispute,  this
requirement  on  the  part  of  Texoil  is  no  longer  in  effect.

     On  March  21,  1996, the Company signed an agreement with Westar Energy,
Inc.  ("Westar")  to  take  part  in  a  joint  venture  drilling  program for
approximately  100 gas wells (subsequently reduced to 88 wells), which were to
be drilled in "segments".  The number of wells to be drilled in each "segment"
were  mutually  agreed  upon  between  the  parties.  The drilling program was
accomplished  on  leases owned by Westar in Indiana and Westmoreland Counties,
Pennsylvania.  Empiric received up to 55% working interest in the eight wells,
seven  of  which  have  been  successfully completed and were on production at
December  31,  1997.    The  Company  financed its portion of the drilling and
completion  costs  of the first eight wells by obtaining outside investors and
entered  into an agreement wherein the Company will retain 20% of the revenues
and  the  investors will receive 80% until the investors receive up to 117% of
their  investment,  at  which  time  the  revenues will be split 50/50 for the
remaining  production  life  of  the  wells.   The above formal agreement with
Westar  is  no  longer  in  effect.

     The  Company  is  also  actively  seeking  the  acquisition of additional
producing  and non-producing  oil  and  gas  leases  directly  or through the
acquisition  of  or  business  combinations  with  all  or  a  portion  of
energy-related  companies  or  properties.  (See  Planned  Activities.)

ITEM  2.          DESCRIPTION  OF  PROPERTY

Oil  and  Gas  Properties

     The  following  is  a  description  of  the  Company's  natural  resource
properties.   The Company has no agreement for sales of oil and gas to foreign
governments  or  authorities.

     The Company has interests in oil and gas leases and wells in the Thornton
(Smackover)  Field  located in Holmes County, Mississippi, the Panhandle Field
of  Texas, primarily in Moore and Potter Counties, and in Clay, Jack and Jones
Counties,  Texas,  as  well  as  in  Indiana  and  Westmoreland  Counties,
Pennsylvania.

     HOLMES  COUNTY,  MISSISSIPPI.   The Company was incorporated in September
1992  and  acquired substantially all of the working interest of the Thomas E.
Smith  9-2 Well No. 1 (the "Smith Well"), a producing gas well in Mississippi,
in exchange for 1,750,000 shares of its Common Stock from the working interest
owners, including Hill Investors, Inc. ("Hill"), a company controlled by James
J.  Ling,  the  Chairman  and  Chief  Executive  Officer and a director of the
Company.  The Company owns a 100 percent working interest in the Smith well, a
gas  well  completed at 11,800 feet in the Smackover Formation in the Thornton
Smackover  Field.    Although  not currently producing, the well produced on a
test  gas and condensate run through a nearby 
TXG gas plant at rates up to 800 Mcf of gas and 30 Bbls of condensate per day.
The  Smith  well required extensive workovers and the Company has settled with
the  operator regarding its portion of these costs. The Company is not able to
accurately  predict  when  it  will  receive  any  cash flow from the well but
believes  production  and  cash  flow will begin in the latter part of 1998 as
soon as plans are developed and placed into operation to remove the 48 percent
carbon  dioxide  and  the  3 percent hydrogen-sulfide which require separation
from  the main gas stream, however, there is no assurance that this processing
will  prove  economically  feasible.

     PANHANDLE  FIELD  AREA.    The  Panhandle Field covers 19 counties in the
Texas and Oklahoma panhandles and in Western Kansas.  It is one of the largest
gas  fields  in  the  United  States and is estimated to contain reserves that
exceed  70  trillion  cubic  feet  of  gas  and  1.5  billion  barrels of oil.

<PAGE>

     In  1992  and 1993 the Company participated in a 20-well drilling program
on  the Richmond acreage in the Panhandle Field of Moore County to earn a 41.5
percent  working  interest (31.9 percent net revenue interest) in 26,755 acres
covered  by  oil  and  casinghead  gas  leases  from  Richmond Petroleum, Inc.
("Richmond Petroleum").  This drilling initially resulted in the completion of
18  commercial  wells as pumping Red Cave Sandstone oil producers ranging from
poor  to  sometimes  better than average.  Of these 18 wells, six were shut in
because  of  decline  in  production,  which  the  Company  believes  resulted
primarily  from  inadequate initial completion techniques.  In addition to the
20  well  drilling  program, Empiric re-completed as a producer a shut in well
which  was  acquired  with  the  leases.  In early May 1993, the Company and a
non-affiliated  working  interest  owner  removed the operator of the Richmond
acreage  because  of  their  dissatisfaction  with the drilling and completion
practices  on  certain  wells.  These practices included incorrectly recording
well  locations,  failure  to drill wells to agreed depths, drilling wells too
close  together, not using surface casing, failure to perforate all production
zones  and  using inappropriate fracture treatments.  The Company subsequently
discharged  the  operator  for  cause  and  acquired his 28.5 per cent working
interest  in  exchange  for  5,000 acres.  As a result of this transaction the
Company  owned  an  approximate  70  percent working interest in 21,755 acres.

     In September 1993, the Company sold to Red Cave Limited Liability Company
("Red  Cave")  for  $450,000  a 28.5 percent working interest in approximately
1,405  gross acres of the Richmond acreage on which 22 wells were producing or
deemed capable of production.  As part of such consideration, the Company also
sold to Red Cave a 7.5 percent working interest in undeveloped leases covering
the remaining 20,350 acres of the Richmond acreage owned by the Company and an
option  to  purchase  a  25 percent working interest in the Brent Ranch lease,
which  was  not  exercised.    The Company also granted to Red Cave a one-year
option  to  purchase  an  additional  20  percent  working  interest  in  such
undeveloped  Richmond  acreage for additional consideration of $183,231.  This
option  expired  without  exercise.

     In  May  1997,  the  Company  entered  into  an agreement to sell all its
working  interest  in  the  Baker  lease  only  of  its  West  Texas Panhandle
production  properties (approximately 580 acres) and granted a two year option
to sell its leasehold interest in approximately 13,500  non-producing acres, a
total  consideration  of  approximately  $540,000.

     PENNSYLVANIA  PROPERTIES.    (See  Westar  Energy,  Inc.  above.)

Planned  Activities

     As  described  elsewhere  in  this report, the Company has developed many
contacts  in  the  industry and has been presented with many opportunities for
investments  in  acquisitions  or  combinations  with  other  companies and/or
working  interest  participation  in  promising proved and undeveloped acreage
prospects.   The Company has agreements in principal as well as signed letters
of  intent  to  acquire  interests  in  producing  wells,  test  drilling  of
exploratory  wells,  development  of leasehold acreage, and the acquisition of
already  developed  proprietary  aerial  survey  data  for  high  probability
discovery  sites.    The  Company  also has an agreement to participate in the
exploration  and  development  of potential drilling prospects utilizing these
proprietary  techniques in West Texas, Alaska, Montana, Argentina and Morocco.
A  comprehensive  public  news  release  describing this program was issued on
March 26, 1998 and will be also disseminated to all shareholders with the 1997
Annual Shareholder Report, soon to be released.  This program for development,
expansion  and  financial  growth  depends on the Company's obtaining adequate
working capital although a substantial portion of the cost will be provided by
the  Company's  equity  securities.

Productive  Well  Summary

     The  following  table  sets  forth  certain  information  regarding  the
Company's ownership, as of December 31, 1997, of productive wells in the areas
indicated.

<TABLE>
<CAPTION>

                      Productive Wells
                      Gas         Total
                  Gross   Net   Gross  Net
<S>               <C>    <C>    <C>    <C>
Texas
 Baker 39. . . .      -      -      -    -
 Thompson 23 . .      -      -      -    -
 Sneed 53. . . .      -      -      -    -
Mississippi
 Smith (1) . . .    1.0    1.0    1.0  1.0
Pennsylvania (2)    7.0    3.0    7.0  3.0

   Totals. . . .    8.0    4.0    8.0  4.0
<FN>

(1)     This well is currently shut-in.  It is expected that production will not
begin  earlier  than  June  1998.
(2)      Assumes approximately 54% working interest remaining after all investor
costs,  owner  "back-ins"  and  finder  commissions.
</TABLE>


Acreage

     The  following  table  sets  forth  certain  information  regarding  the
Company's  developed and undeveloped leasehold acreage as of December 31, 1997

                      Developed          Undeveloped      Total
                    Gross   Net     Gross     Net     Gross     Net
Lyon Operating      1223    611        -0-        -0-    1223       611
Richmond Acreage    -0-     -0-     21,535     13,211  21,535    13,211
Mississippi         320     320        -0-        -0-     320       320
Total               1543    931     21,535     13,211  23,078    14,142

NOTE:   Does not include Pennsylvania properties in which Empiric owns working
interest  in  the  well  bores  only.

<PAGE>
ITEM  3.          LEGAL  PROCEEDINGS

     There are no outstanding legal proceedings of a material nature regarding
the  business  affairs  of  the  Company.

ITEM  4.          SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  have  been submitted to the vote of security holders through
the  date  of  this  report.


<PAGE>
PART  II.

ITEM  5.          MARKET  FOR  COMMON  EQUITY  AND RELATED STOCKHOLDER MATTERS

     The  Company's Common Stock and Series A Warrants were listed for trading
on  the  Boston  Stock Exchange from October 24, 1994 to December 10, 1996, at
which  time the securities were de-listed because of minimum unit prices being
bid on the Boston Stock Exchange.  The Common shares are now quoted on the OTC
Bulletin  Board market.  The following are the high and low bid prices for the
Company's  Common  Stock  as reported by the NASDAQ OTC Bulletin Board for the
periods  indicated  in  1997  and  1998  regarding  the  OTC  market.

                                            High          Low          Close
                            Volume          Bid           Bid           Bid
                           -------         ------         -------      -------
1997
First  Quarter             141,600         0.8750         0.31250      0.43750
Second  Quarter            167,000         0.5625         0.21875      0.31250
Third  Quarter              68,400         0.4375         0.30000      0.37500
Fourth  Quarter            840,454         1.4375         0.12500      0.78125

1998
First Quarter Thru 3/27/98 466,740         0.71875        0.34375      0.5625

     As  of March 26, 1998, there were approximately 597 record and beneficial
holders  of  the  Common  Stock  and  Series  A  Warrants.

ITEM  6.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
FINANCIAL  RESULTS

     The  following  schedule sets forth in summary form the financial results
of  operations  of  the  Company  since  its inception in October 1992 through
December  31,  1997.

   YEAR     REVENUES     PROFIT/LOSS   COMMENTS

   1992     Minimal      Minimal      Only 3 months of operations
   1993     $191,958    ($286,454)          
   1994     $138,012    ($998,929)    See  Note  1
   1995     $ 85,282    ($245,636)
   1996     $ 94,798    ($491,446)    See Note 2 below
   1997     $102,270    ($160,166)

Note  1:  Includes a special "non-cash" charge of $830,000 to adjust the total
capitalized value of oil and gas properties to the discounted value of oil and
gas  reserves  at  December  31,  1994  in accord with independent engineering
reserve evaluations.  This adjustment is required by the "full cost" method of
accounting  as  explained  in  Note  1  of  the  Financial  Statements.

<PAGE>
Note  2:  Includes a special "non-cash" charge of $431,000 to adjust the total
capitalized value of oil and gas properties to the discounted value of oil and
gas  reserves  at  December  31,  1996  in accord with independent engineering
reserve evaluations.  This adjustment is required by the "full cost" method of
accounting  as  explained  in  Note 1 of the Financial Statements.  The end of
year  1996  reserve  evaluation  for  the  Texas  Panhandle  properties  was
substantially  reduced  due  to  the  independent  engineer's  re-evaluation
downward,  based  upon  actual initial potential tests of the wells and actual
production  decline  curves  as  extrapolated  therefrom.    During  1996, the
Management  of  the  Company  earned  $135,000  of  consulting  fees  from  a
non-affiliated  company  for  investment  advice  and  assistance  regarding
energy-related  opportunities.   This amount was included as "other income" in
the  financial  statements.    During  1997,  the  Company  received a $50,000
non-refundable  amount  for  granting  the  two  year  option  to purchase the
interest  in the West Texas Panhandle properties described above.  This amount
is  included  as  "Other  Income"during  the  year  1997.

     From the outset, operations in West Texas have been adversely affected by
improper  drilling,  completion  and  maintenance  practices  performed  by  a
non-affiliated  operator  who  was  later  removed  for cause and his interest
purchased  by  the  Company.    Although casinghead gas was available from the
first  wells  drilled and completed in 1992, a suitable gas sales contract was
not  available  until  mid-1995  and  no gas was sold until subsequent to that
time.

     The  Company  drilled  three  unsuccessful wells in 1994/1995 in the West
Texas  Panhandle  Brent Ranch properties, two of the wells in conjunction with
Texoil,  Inc.  at  a  total  cost  of more than $300,000.  Although many other
promising  drill  sites  were available on Company-owned leasehold properties,
the  Company  has  not  been  able  to  obtain  capital  to  develop  these
opportunities.

     During  the  year  1996,  the Company completely eliminated its long term
debt  in  the total amount of approximately $270,000 through a planned program
which  exchanged  the long term debt plus other short term deb incurred in the
normal  course  of  business  for  preferred  stock.    During  1997 the total
preferred  stock  valued  at  approximately  $450,000 was exchanged for Common
stock  and  other  considerations,  including  successful  negotiations  with
creditors  for  the  reduction  of debt.  As a "bottom line" effect, the total
debt of the Company was reduced from approximately $455,000 as of December 31,
1996  to  December  1997,  and  stockholders  equity   increased slightly, not
withstanding  a  reported  book  loss  for  the  year  1997 of about $160,000.

Liquidity

     As  of  December  31,  1997,    the  Company had no long-term debt and an
equity-to-debt  ratio  of about 16-to-1.  On the other hand, the Company had a
small  working capital deficit and a need for adequate working capital to take
advantage  of  its  many promising opportunities to achieve growth in earnings
through  acquisitions  and  developmental  programs and to produce oil and gas
reserves.    Although  these  ratios  improved from comparative numbers at the
beginning  of the year (about 4.5-to-1 and $600,000 respectively), the Company
needs and is seeking the infusion of working capital for expanded drilling and
developmental  programs  for  further  debt  reduction  and for acquisition of
producing  properties to obtain improved cash flow as set forth in the Planned
Activities  section  above.

ITEM  7.          FINANCIAL  STATEMENTS

     The  following  financial  statements  are  included as part of this Form
10-KSB  following  the  signature  page:
                                                                          Page
  Independent  Auditors  Report  as  of  December  31,  1997               F-1
  Balance  Sheet  -  Comparative  1996/1997                                F-2
  Statements  of  Operations  -  Comparative  1996/1997                    F-3
  Statements  of  Cash  Flow                                               F-4
  Statement  of  Changes  in  Stockholders'  Equity                        F-5
  Notes  to  Financial  Statements                                 F-6 thru 13

ITEM  8.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

          None.

<PAGE>
PART  III.

ITEM  9.         DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

          The  Company has three executive officers and three directors, James
J.  Ling,  Chairman and Chief Executive Officer, Renn Rothrock, Jr., President
and Chief Operating Officer and Clyde E. Skeen, Secretary, Treasurer and Chief
Financial  Officer.    Following is a brief summary of the business background
and  experience  of  Messrs.  Ling,  Rothrock  and  Skeen:

     James J. Ling.  James J. Ling, age 75, is a co-founder of the Company and
has  been  Chairman of the Board, Chief Executive Officer and a Director since
inception in September, 1992.  Since 1985, Mr. Ling has been President of Hill
Investors,  Inc.,  a  company organized to hold oil and gas investments and to
render  consulting  services.    Mr. Ling founded Ling Electronics in 1955 and
through  a  series  of mergers and acquisitions, which included Temco Aircraft
Corporation,  Chance Vought, Wilson & Co., Braniff Airlines, Jones & Laughlin,
and National Car Rental, guided the conglomerate, LTV, to a position among the
largest  industrial  companies in the nation.  Mr. Ling resigned his positions
with  LTV  in  1971  and  disposed  of  all  his  stock  in  the  Company.

     R.  Renn  Rothrock,  Jr.  R. Renn Rothrock, age 55, has been President of
the  Company  since   December 1997.  Mr. Rothrock served as President of both
Hunter  Gas  Gathering,  Inc.  and Gruy Petroleum Management Co. and Executive
Vice  President    of  Magnum  Hunter  Production,  Inc.  from January 1994 to
December  1997.    He  served  as Executive Vice President and Chief Operating
Officer  of  Gruy  from  May  1988  until    January   1994.  Mr. Rothrock was
Executive  Vice  President and General Manager of Gruy Engineering Corporation
from  1986  until  May  1988.   Over his 33-year career, Mr. Rothrock has also
served  as a reservoir engineer and operations research engineer at Skelly Oil
Company  and  as  an  area  engineer  at  Amerada  Petroleum  Corporation; the
Engineering  Editor  of  Petroleum  Engineer  International  Magazine;  Vice
President  and  Energy  Manager of the First National Bank of Mobile, Alabama;
Executive  Vice President of Energy Assets International Corporation, a public
company  that  financed oil and gas ventures; and the producer and operator of
his  own gathering and transportation system.  Mr. Rothrock earned a BS degree
in  Petroleum  Engineering and an MS degree in Engineering from the University
of  Oklahoma.    He  is a member of the Society of Professional Engineers, the
National  Society  of Professional Engineers, the National Academy of Forensic
Engineers  and the Texas Society of Professional Engineers.  Mr. Rothrock is a
registered  Professional  Engineer  in  Texas  and  Oklahoma.

<PAGE>
     Clyde  E.  Skeen.  Clyde E. Skeen, age 81, is a co-founder of the Company
and has been a Director, Secretary and Treasurer of the Company since November
1992.    From  January,  1987  to  June,  1989,  Mr.  Skeen was Executive Vice
President  of  Bell Textron, Inc. in charge of the V-22 Osprey Program of Bell
Helicopter  Company and Boeing Vertol Company.  From 1979 until his retirement
in  1985, Mr. Skeen was Senior Vice President of The Boeing Company, in charge
of  all  government  business  operations  and  a  member  of  Boeing's senior
management  council.   From 1985 to 1987, Mr. Skeen was a full-time consultant
to  Boeing on a variety of government and management issues.  Mr. Skeen joined
Boeing  in  1940  upon  earning a Bachelor's Degree in Business Administration
from  Pittsburgh  State College, Kansas, and from 1949 to 1960 he held various
corporate  officer positions including Controller, Vice President and Director
of  Program  Management  for  Boeing's  space  and  intercontinental ballistic
missile  programs.   In 1960, Mr. Skeen joined Temco Aircraft Corporation as a
Director, Executive Vice-President and General Manager and was instrumental in
the  formation  of  Ling-Temco-Vought, Inc. (LTV) in 1961.  In 1964, Mr. Skeen
was  elected  President  of  LTV,  a position he held until his resignation in
1971.   Mr. Skeen is also President of Clyde Skeen Business Consultants, Inc.,
a  private business consulting firm, a majority of the stock of which is owned
by  Mr.  Skeen.

ITEM  10.          EXECUTIVE  COMPENSATION

     The  following  table  sets forth the compensation paid by the Company to
each  of  its  executive  officers for services rendered to the Company in all
capacities  during  the  fiscal  year  ended  December  31,  1996  and  1997.

          Summary  Compensation  Table


Name/Position           Fiscal Year       Salary (1)(2)(3)          Bonus*

James  J.  Ling(1)             1996                $90,000             -0-
                               1997                $90,000             -0-
Renn  Rothrock,  Jr.           1997                $25,000             -0-
Clyde  E.  Skeen(2)            1996                $42,000             -0-
                               1997                $42,000             -0-
*See  Employment  Contract  Summary.

(1)  Mr.  Ling does not receive compensation directly from the Company.  Under
the  terms  of  a  management  consulting  agreement  entered into between the
Company  and Hill Investors, Inc, Hill provides management consulting services
for  which  the  Company  pays  Hill  a  monthly  fee  of  $7,500.

(2)  Mr. Skeen does not receive compensation directly from the Company, but is
paid  through  Clyde  Skeen  Business  Consultants, Inc., which is paid by the
Company.

(3)  Because  of the Company's working capital condition, neither Mr. Ling nor
Mr.  Skeen  has received cash compensation through their respective associated
companies  for  years  1995, 1996 and 1997.  They have received notes payable,
which  are  or  have  been  recorded  on  the  books  of  the  Company.

          In  the  opinion  of  Mr. Ling and Mr. Skeen, the fact that they are
compensated through consulting contracts rather than directly from the Company
has no adverse effect on their duties and fiduciary obligations to the Company
as  officers  and directors.  Both Mr. Ling and Mr. Skeen devote substantially
all  of  their  time  to  the  business  of the Company and are not engaged in
significant  outside  activities.

     Mr.  R.  Renn  Rothrock,  Jr. is employed under the term of an Employment
Agreement  effective  December  1,  1997  for  a period of five years from the
original  effective  date.  The term of the contract will automatically extend
for  an  additional  period of five years from each full year anniversary date
unless  the  Company  notifies Mr. Rothrock to the contrary.  Mr. Rothrock may
terminate  the  contract  at the third anniversary from the original effective
date  by  giving  six  months  notice  to  the  Company.

     The  employment contract provides for a minimum annual salary of $120,000
plus  50%  of  the  fees  billed to outsiders for Mr. Rothrock's consulting or
expert  witness  services.  Mr. Rothrock will also be entitled to a cash bonus
of  up  to  75%  of  his  minimum  annual salary based upon his performance in
obtaining  goals  to be established yearly by the Compensation Committee.  The
Company  has  issued  to  Mr. Rothrock, or his assignee, 300,000 shares of the
Common stock of the Company at $.05 per share, such shares to be registered as
soon  as  possible.  Additional incentive stock options will be granted to Mr.
Rothrock  based  upon  the  attaining  or  exceeding of twelve month operating
income  goals.

     Mr.  Rothrock  will  be  granted  certain fringe benefits including a car
allowance,  participation in health, dental and group life insurance plans and
will  be  reimbursed  for  reasonable and supportable expenses incurred in the
Company's  interest.

1994  Stock  Option  Plan

     The  Board  of  Directors  of the Company, on January 10, 1994, adopted a
stock option plan (the "Plan") to provide for the grant of non-qualified stock
options  to  employees and advisors of the Company.  A total of 250,000 shares
has  been  authorized  and  reserved  for  issuance under the Plan, subject to
adjustment  to reflect changes in the Company's capitalization in the event of
a  stock  split, stock dividend or similar event.  The Plan is administered by
the  Board  of  Directors who has the sole authority to interpret the Plan, to
determine  the  persons to whom options will be granted, the number of options
granted,  the  exercise  price,  duration  and other terms of the options.  On
January 10, 1994 the Board of Directors granted the following options, subject
to  approval  of  the Plan by the stockholders of the Company: Hill Investors,
Inc.,  75,000  shares;  Clyde Skeen Business Consultants, Inc., 40,000 shares.
All  options  are  exercisable  at  an exercise price of $1.00 per share.  The
options  granted  to Hill Investors, Inc. and Clyde Skeen Business Consultants
become  exercisable  1/12  each  month,  cumulatively  beginning 30 days after
grant.    No  option  is  exercisable  after five years from the date of grant
unless  earlier  terminated  because  of  death,  disability,  termination  of
employment  or  cessation  of  services  to  the Company.  Stockholders of the
Company  approved  the  Plan  on  March  29,  1994.

     During  1997  the  Board  of  Directors  authorized an additional 250,000
shares  to  be  set  aside for issuance under the Plan bringing to 500,000 the
total  shares  authorized  for  the  Stock Option Plan and, on that date, also
awarded  additional  stock  options  as  follows:

<PAGE>
     a.      Five (5) year option granted to Clyde Skeen Business Consultants,
Inc.  to  purchase up to 40,000 shares at a purchase price of $1.00 per share;

     b.       Five (5) year option granted to Hill Investors, Inc. to purchase
up  to  75,000  shares  at  a  purchase  price  of  $1.00  per  share.

<PAGE>
     c.        Five (5) year option granted to Renn Rothrock to purchase up to
300,000  shares  at  a  purchase  price  of  $1.00  per  share.

The  above options are subject to all the same conditions and covenants of the
original  Stock  Option  Plan  dated  January  10,  1994.
ITEM  11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table sets forth the number of shares of Common Stock and
Series  A Warrants held by the principal Officers and Directors of the Company
as  of  December  31,  1997:

<TABLE>
<CAPTION>

   Name                Shares Beneficially Owned       % of  Class
                       Common   Warrants            Common   Warrants

<S>                    <C>      <C>                <C>      <C>
James J. Ling(1). . .  781,105    18,095          13.3%       7.2%
Clyde E. Skeen(2) . .  305,750    28,250           5.2%      11.2%
Renn Rothrock, Jr.(3)  425,000       ---           7.3%         0%
<FN>

(1)        Includes 374,525 shares of Common Stock held by the Dorothy Ruth Ling
Trust, of which Mr. Ling is Trustee; and, 406,580 shares of Common Stock held by
Hill  Investors,  Inc.,  of  which  Mr.  Ling  is  President.

(2)        Clyde Skeen Business Consultants, Inc. is a corporation, of which the
majority  of  the  stock  is  owned  by  Mr.  Skeen.

(3)      Includes 425,000 shares of Common Stock held by Susan J. Rothrock, wife
of  Renn  Rothrock,  Jr.
</TABLE>

ITEM  12.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  Company  entered  into  a three year management consulting agreement
with  Hill  Investors,  Inc.  ("Hill")  dated  October  1,  1992, whereby Hill
provides  the  services of Mr. Ling as Chairman and Chief Executive Officer of
the  Company for which Hill receives a monthly fee of $7,500.00.  In the event
of  the  death or disability of Mr. Ling during the term of the agreement, the
agreement shall automatically terminate or, in the case of a reorganization of
the  Company during the term of the agreement, the agreement may be terminated
at  Mr.  Ling's  option.   Upon any such termination for the foregoing reasons
such  payments  shall continue for a period of 36 months from the date of such
termination.   Mr. Ling presently devotes the majority of his working time and
efforts  to  the  business  and affairs of the Company and expects to continue
doing  so  for  the  foreseeable future.  Under the terms of the agreement the
Company  is  obligated  to  provide  to Hill suitable office facilities and to
reimburse  it  for  expenses  incurred in connection with Hill's or Mr. Ling's
services  to the Company, including, without limitation, the cost of providing
an  automobile  and  health  and life insurance for Mr. Ling.  Pursuant to the
agreement,  Hill  is  obligated  to  certain  covenants of confidentiality and
non-competition  and  is  entitled  to receive the benefits of indemnification
against  damages  and  cost  of defense of litigation or claims resulting from
certain  acts  in  the  course  of performance of its or Mr. Ling's management
duties  as provided for in the Company's By-Laws.  The Company has renewed the
agreement  with  Hill  until October 1, 1998 on the same terms and conditions.
This contract will automatically be extended for an additional period of three
years  from  each  full  year anniversary date unless the Company notifies Mr.
Ling  to  the  contrary.

     Hill  is  a  Delaware  corporation which currently owns 406,580 shares or
about  8  percent  of the Company's outstanding Common Stock.  Mr. Ling is the
sole  officer  and  director  of Hill, and under existing SEC regulations, the
beneficial  owner  of  100  percent  of  its  outstanding  capital  stock.


ITEM  13.          EXHIBITS  AND  REPORTS  ON  FORM  8-K

     None.

SIGNATURES

     In  accordance  with  Section  13  or  15(d)  of  the  Exchange  Act, the
Registrant  caused  this report to be signed on its behalf by the undersigned,
hereunto  duly  authorized.

                                             /s/  James  J.  Ling
                                             _______________________________
                                             James  J.  Ling
                                             Chairman  and  Chief  Executive
                                             Officer

                                             /s/  R.  Renn  Rothrock,  Jr.
                                             _______________________________
                                             R.  Renn  Rothrock,  Jr.
                                             President  and  Chief  Operating
                                             Officer

                                             /s/  Clyde  E.  Skeen
                                             _______________________________
                                             Clyde  E.  Skeen
                                             Secretary  and  Treasurer  and
                                             Chief  Financial  Officer-1080

          REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS


TO  THE  SHAREHOLDERS  OF  EMPIRIC  ENERGY,  INC.

We  have  audited  the  accompanying balance sheets of Empiric Energy, Inc. (a
Delaware  corporation)  as  of  December  31,  1997, and 1996, and the related
statements  of operations, changes in stockholders' equity, and cash flows for
each  of  the  years  then  ended.  These  financial  statements  are  the
responsibility  of the Company's management.  Our responsibility is to express
an  opinion  on  these  financial  statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.    These  standards  require  that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting  the amounts and disclosures in the financial statements.  An audit
also  includes  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,  as  well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for  our  opinion.

In  our opinion, the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Empiric Energy, Inc. as of
December 31, 1997 and 1996, and the results of their operations and their cash
flows  in  conformity  with  generally  accepted  accounting  principles.

The  accompanying  financial  statements  have been prepared assuming that the
Company  will continue as a going concern.  During the year ended December 31,
1997,  the  Company  incurred  a net loss of $160,164.  Future working capital
requirements  are  dependent  on the Company's ability to restore and maintain
profitable  operations,  to  restructure  it's  financing arrangements, and to
continue it's present short-term financing, or obtain alternative financing as
required.    It is not possible to predict the outcome of future operations or
whether the necessary alternative financing may be arranged, if needed.  Those
conditions  raise substantial doubt about the Company's ability to continue as
a  going concern. The financial statements do not include any adjustments that
might  result  from  the  outcome  of  this  uncertainty.


/s/  Thomas  O.  Bailey  and  Associates
----------------------------------------
Thomas  O.  Bailey  and  Associates
Certified  Public  Accountants

Dallas,  Texas
March  4,  1998

<PAGE>

<TABLE>
<CAPTION>

                             EMPIRIC ENERGY, INC.
                                 Balance Sheet

                                                                           December 31,  December 31,
                                                                               1997          1996
<S>                                                                        <C>           <C>
                                    ASSETS
                                    ------
Current  Assets
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    18,811   $     1,084 
 Accounts receivable. . . . . . . . . . . . . . . . . . . . . . . . . . .       63,225        69,217 
 Notes receivable-Texoil. . . . . . . . . . . . . . . . . . . . . . . . .       31,000        31,000 
                                                                           ------------  ------------
     Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . .      113,036       101,301 
                                                                           ------------  ------------

Oil and gas properties, using full cost accounting
 Properties being amortized . . . . . . . . . . . . . . . . . . . . . . .    3,692,500     3,894,172 
                                                                           ------------  ------------

Less accumulated depreciation, depletion, amortization   and impairment
   Net oil and gas properties . . . . . . . . . . . . . . . . . . . . . .    1,555,250     1,535,833 
                                                                           ------------  ------------
                                                                             2,137,250     2,358,339 
                                                                           ------------  ------------
Other assets
 Other property and equipment, at cost,
   less accumulated depreciation
 Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            -         4,133 
     Total Other Assets . . . . . . . . . . . . . . . . . . . . . . . . .        2,076         2,742 
                                                                           ------------  ------------
                                                                                 2,076         6,875 
                                                                           ------------  ------------
TOTAL ASSETS
                                                                           $ 2,252,362   $ 2,466,515 
                                                                           ============  ============
LIABILITIES AND STOCKHOLDERS' EQUITY
-------------------------------------------------------------------------                            

Current Liabilities
-------------------------------------------------------------------------                            
 Accounts payable
 Due to stockholders. . . . . . . . . . . . . . . . . . . . . . . . . . .  $    79,413   $   257,713 
 Short-term notes payable . . . . . . . . . . . . . . . . . . . . . . . .       17,981        22,627 
     Total Current Liabilities. . . . . . . . . . . . . . . . . . . . . .       30,000       174,850 
                                                                           ------------  ------------
                                                                           $   127,394   $   455,190 
                                                                           ------------  ------------
Stockholder's Equity
 Preferred stock, $100 par value;
   authorized 2,000,000 shares;
   none outstanding at December 31, 1997,
   4,488 outstanding at December 31, 1996
 Common stock, $0.01 par value; 20,000,000. . . . . . . . . . . . . . . .            -       448,803 
   shares authorized; 5,859,776 and
   4,330,7000 outstanding December 31, 1997
   and December 31, 1996, respectively
                                                                                58,598        43,307 
 Additional paid-in capital
 Retained deficits. . . . . . . . . . . . . . . . . . . . . . . . . . . .    4,286,661     3,579,342 
     Total Stockholders' Equity . . . . . . . . . . . . . . . . . . . . .   (2,220,291)   (2,060,127)
                                                                           ------------  ------------
                                                                             2,124,968     2,011,325 
                                                                           ------------  ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                           $ 2,252,362   $ 2,466,515 
                                                                           ============  ============

The Notes to Financial Statements are an integral part of this statement.
</TABLE>

<PAGE>


                             EMPIRIC ENERGY, INC.
                           Statements of Operations



<TABLE>
<CAPTION>

                                                      December 31,
                                                      ------------
                                                      1997        1996
                                                   ----------  ----------
<S>                                                <C>         <C>
Revenues
     Oil and gas sales. . . . . . . . . . . . . .  $ 102,270   $  94,978 
                                                   ----------  ----------
          Total revenues. . . . . . . . . . . . .    102,270      94,978 
                                                   ----------  ----------

Expenses
     Production . . . . . . . . . . . . . . . . .     70,812      86,087 
     Depreciation, depletion, and amortization. .     19,417      22,969 
     General and administrative . . . . . . . . .    335,591     196,038 
     Interest . . . . . . . . . . . . . . . . . .      6,839      36,938 
     Full cost ceiling adjustment . . . . . . . .          -     430,993 

          Total expenses. . . . . . . . . . . . .    432,659     773,025 
                                                   ----------  ----------

Other Income
     Dividend income. . . . . . . . . . . . . . .     45,000      45,000 
     Interest income. . . . . . . . . . . . . . .      3,100       3,100 
     Consulting fees. . . . . . . . . . . . . . .          -     135,000 
     Sale of option . . . . . . . . . . . . . . .     50,000           - 
     Other. . . . . . . . . . . . . . . . . . . .          -       3,501 

                                                      98,100     186,601 
                                                   ----------  ----------

(Loss) before income taxes and extraordinary item   (232,289)   (491,446)

Provision for income taxes. . . . . . . . . . . .          -           - 

(Loss) before extraordinary item. . . . . . . . .   (232,289)   (491,446)
<FN>


Extraordinary  item
   Gain from extinguishment of debt net 
   of income tax effect                               72,125           - 

NET  LOSS                                          $(160,164)  $(491,446)

Primary  earnings  per  share:

 Before extraordinary item                            $(0.05)  $   (0.12)
 Extraordinary item. . . . . . . . . . . . . . . . .  $ 0.01   $   (0.12)
 After extraordinary item. . . . . . . . . . . . . .  $(0.04)  $    0.24 
</TABLE>

  The Notes to Financial Statements are an integral part of this statement.



<TABLE>
<CAPTION>

                             EMPIRIC ENERGY, INC.
                           Statements of Cash Flows

                                                             December 31,
                                                           1997          1996
                                                      --------------  ----------
<S>                                                   <C>             <C>
Cash flows from operating activities
     Net loss. . . . . . . . . . . . . . . . . . . .  $    (160,164)  $(491,446)
     Adjustments to reconcile net loss to net
        cash provided by operating activities
          DD&A -oil and gas properties . . . . . . .         19,417      22,969 
          Write-down as result of ceiling test . . .              -     430,993 
          Depreciation and amortization - other. . .          5,530       7,605 
          (Increase) decrease in:
               Accounts receivable-trade . . . . . .          5,992     (69,219)
               Prepaid expenses
               Other assets. . . . . . . . . . . . .           (731)
          Increase (decrease) in:
               Accounts payable and accrued expenses       (182,946)      4,676 

       Net cash provided by operating activities . .       (312,902)    (94,422)

Cash flows from investing activities
    Capital expenditures . . . . . . . . . . . . . .        (18,328)   (227,878)

      Net cash used by investing activities. . . . .        (18,328)   (227,878)

Cash flows from financing activities
    Short-term notes payable . . . . . . . . . . . .       (109,850)     64,850 
    Retirement of senior notes . . . . . . . . . . .              -    (267,520)
    Liquidation of long-term note. . . . . . . . . .        (35,000)          - 
    Proceeds from issuance of common stock                               74,051 
    Proceeds from issuance of preferred stock. . . .        273,807     448,803 
    Proceeds from sale of oil and gas properties . .        220,000           - 

     Net cash provided by investing activities . . .        348,957     320,184 

Net increase in cash and cash equivalents. . . . . .         17,727      (2,116)
Cash and cash equivalents, at beginning of period. .          1,084       3,200 

Cash and cash equivalents, at end of period. . . . .  $      18,811   $   1,084 

Interest paid during the year . .                            $6,599   $  30,443
Income taxes paid during the year                            $    -   $      -
</TABLE>

  The Notes to Financial Statements are an integral part of this statement.

<PAGE>
ll  


<TABLE>
<CAPTION>

                                                      EMPIRIC ENERGY, INC.
                                          Statement of Changes in Stockholders' Equity

                                                     Preferred Stock               Common Stock      Paid-in      Retained
                                                    Shares         Amount       Shares     Amount    Capital      Earnings
                                               ----------------  ----------  ------------  -------  ----------  ------------
<S>                                            <C>               <C>         <C>           <C>      <C>         <C>
Balance at December 31, 1995. . . . . . . . .                -           -      4,055,500   40,555   3,508,043   (1,568,681)

Changes 1996:

Common Stock issued for debt or by purchase .            4,488     448,803        275,200    2,752      71,299              

Net loss for the year ended December 31, 1996                -           -              -        -           -     (491,446)

Balance at December 31, 1996. . . . . . . . .            4,488   $ 448,803      4,330,700  $43,307  $3,579,342  $(2,060,127)

Conversion of Preferred Stock to Common Stock           (4,488)   (448,803)       448,803    4,488     444,315            - 

Common Stock issued for debt or by purchase .                -           -      1,080,273   10,803     263,004            - 

Net loss for the year ended December 31, 1997                -           -              -        -           -     (160,164)

                                                             -   $       -      5,859,776  $58,598  $4,286,661  $(2,220,291)

                                                    Total
                                                Stockholders'

                                                   Equity
                                               ---------------
<S>                                            <C>
Balance at December 31, 1995. . . . . . . . .  $    1,979,918 

Changes 1996:

Common Stock issued for debt or by purchase .         522,854 

Net loss for the year ended December 31, 1996        (491,446)

Balance at December 31, 1996. . . . . . . . .  $    2,011,325 

Conversion of Preferred Stock to Common Stock               - 

Common Stock issued for debt or by purchase .         273,807 

Net loss for the year ended December 31, 1997        (160,164)

                                               $    2,124,968 
</TABLE>

     The Notes to Financial Statements are an integral part of this statement.

<PAGE>


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

Oil  and  Gas  Properties

     The  Company's  operating  activities  are  related  to  exploration,
development  and  production  of oil and natural gas in the United States. The
Company follows the full cost method of accounting for oil and gas properties.
Under  this  method, all costs related to the acquisition, exploration for and
development of oil and natural gas reserves are capitalized and accumulated in
a  single  cost  center  representing  the  Company's  activities  undertaken
exclusively  in  the United States. Such costs include lease acquisition cost,
geological  and  geophysical  expenditures,  lease  rentals  on  undeveloped
properties,  costs  of  drilling  both productive and non-productive wells and
general  and  administrative  expenses  directly  related  to  exploration and
development  activities. Proceeds received from disposals are credited against
accumulated  costs  except  when the sale represents a significant disposal of
reserves in which case a gain or loss is recognized. Abandonment of properties
is  accounted for as adjustments of capitalized costs with no loss recognized.

     The costs capitalized, including production equipment, are depreciated or
depleted on the unit-of-production method, based on proved oil and natural gas
reserves as determined by independent petroleum engineers. Oil and natural gas
reserves  are  converted  to  equivalent  units based upon the relative energy
content,  which  is  six  thousand  cubic feet of natural gas to one barrel of
crude  oil.  Depreciation  of  office and other property is computed generally
using  the  straight-line  method  over  the  useful  lives  of  the  assets.

     The  capitalized  costs  less  accumulated  depletion,  depreciation  and
deferred  taxes  are  limited  to  an  amount  which  is  not greater than the
estimated future net revenue from proved reserves using period-end prices less
estimated  future  production-related  general  and  administrative  expenses,
financing  costs  and  income  taxes,  plus  the  cost (net of impairments) of
undeveloped  properties.

Provision  for  Uncollectible  Receivables

     The  Company  uses  the  allowance  method  to  account for uncollectible
accounts  receivable.  The  allowance  for doubtful accounts is based on prior
year's  experience  and  management's analysis of possible bad debts. Bad debt
recoveries  are  charged  against  the  allowance  account  as realized. As of
December  31,  1997  and 1996 the allowance was $50,000 and $0,  respectively.

Oil and gas properties not subject to depreciation, depletion and amortization

     For  oil  and gas development activities in which a determination has not
been made about additional reserves that should be classified as proved or the
well  or  wells  have been determined to be nonproductive the associated costs
are not included in the full cost pool for purposes of computing amortization.
In  1997  and 1996 there were no properties where a determination had not been
made.

Estimates

     The  preparation  of  financial  statements  in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that  affect the reported amounts during the reporting period and
at  the  date  of  the  financial statements. Actual results could differ from
those  estimates.


<PAGE>


NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

Fair  Value  of  Financial  Instruments

     The  fair  value  of  all reported assets and liabilities which represent
financial  instruments  (none  of  which  are  held  for  trading  purposes)
approximate  the  carrying  value  of  such  amounts.

Cash  Flows  Presentation

     For  purposes  of  the  Statement of Cash Flows, cash equivalents include
time  deposits,  certificates  of deposit and all liquid debt instruments with
original  maturities  of  three  months  or  less.

Earnings  Per  Share

     Primary  earnings  per  share  amounts are computed based on the weighted
average  number  of  shares actually outstanding. The number of shares used in
the computations were 4,900,617 in 1997 and  4,162,733 in 1996. For 1996 fully
diluted  earnings  per  share,  consisting  of  the weighted average of common
shares outstanding plus the fully converted preferred stock, are not presented
because  the  effect  would  be  anti-dilutive.

NOTE  2  -  GOING  CONCERN

     As  shown  in  the  accompanying  financial  statements  the  Company has
incurred  recurring  losses from operations and has a deficit working capital.
The  Company's  current  net  operating revenues are not sufficient to provide
adequate  cash  flow  required  to  pay  all  of  the Company's administrative
expenses.  For  this  reason the Company must rely on short-term borrowing and
equity  financing.  Management  has  prepared  a Private Placement offering to
qualified  investors acceptable to the Company. As of March 15, 1998 4.5 units
of  this  offering  have  been sold in the amount of $112,500 which such funds
will  be  used  for  working  capital.

NOTE  3  -  RELATED  PARTY  TRANSACTIONS

     Hill Investors, Inc. ("Hill"), an affiliate of Mr. Ling, has entered into
a  three  year  management  consulting agreement with the Company whereby Hill
provides  certain management consulting services, receiving therefor a monthly
fee  of  $7,500.    In  the  event of the death or disability of Mr. Ling or a
reorganization  of  the  Company  occurs during the term of the agreement, the
agreement  shall  automatically  terminate (in the case of Mr. Ling's death or
disability)  or,  in  the  case  of  a  reorganization,  the  agreement may be
terminated  at Mr. Ling's option.  Upon any such termination for the foregoing
reasons  such  payments shall continue for a period of 36 months from the date
of  such  termination.  Mr. Ling presently devotes the majority of his working
time  and  efforts  to  the business and affairs of the Company and expects to
continue  doing  so  for  the  foreseeable  future.    Under  the terms of the
agreement  the  Company  is  obligated  to  provide  to  Hill  suitable office
facilities and to reimburse it for expenses incurred in connection with Hill's
or  Mr.  Ling's services to the Company including without limitation, the cost
of  providing  an  automobile  and  health  and  life  insurance for Mr. Ling.
Pursuant  to  the  agreement,  Hill  is  obligated  to  certain  covenants  of
confidentiality and non-competition and is entitled to receive the benefits of
indemnification  against  damages  and cost of defense of litigation or claims
resulting  from certain acts in the course of performance of its or Mr. Ling's
management  duties  as  provided  for in the Company's by-laws.  Hill provided
consulting  services  at  a  cost  of  $90,000  in  1997  and $90,000 in 1996.

<PAGE>

NOTE  3  -  RELATED  PARTY  TRANSACTIONS  (Continued)

     Contemporaneously  with  the  formation  of the Company in October, 1992,
Hill  was issued 1,750,000 shares of the Company's common stock (the "Shares")
in  consideration  for  Hill's:  (i)  assignment to the Company of its working
interest  in  the Smith Well in Holmes County, Mississippi; (ii) causing other
unaffiliated  persons  who  owned  substantially  all of the remaining working
interest  in  the  Smith  Well  to  assign  their interests in the well to the
Company  in consideration for Hill's transfer to them of a total of 236,422 of
the Shares; and (iii) making available to the Company the opportunity to enter
into  the  farmout  agreement  which had been negotiated by Hill with Richmond
Petroleum,  under  which  the  Company subsequently earned its interest in the
Richmond  acreage.    Of the Shares assigned by Hill to owners of interests in
the  Smith  Well,  29,400  shares  were  transferred  to  Clyde Skeen Business
Consultants,  Inc.,  the  majority  of the stock of which is owned by Clyde E.
Skeen,  Secretary, Treasurer and a Director of the Company.  Additionally, for
services  rendered  in  the  formation  of the Company, Hill assigned to three
persons  a  total  of  87,500  of the Shares, including 50,000 shares to Clyde
Skeen  Business  Consultants,  Inc.    Clyde  Skeen Business Consultants, Inc.
provided  consulting  services  at  a  cost of $42,000 in 1997, and $42,000 in
1996.

     As  a  result  of  the Texoil transaction described in Note 4 below,  the
Company  now  owns  approximately 23 percent of Texoil Energy Limited's common
stock  and  100  percent  of  the 6 percent preferred stock.  If the 6 percent
preferred  stock  were  converted  into  Texoil Energy Limited's common stock,
Empiric  would  own  approximately  34  percent of Texoil's outstanding common
stock.    The  Company has no plans to convert the preferred stock into common
stock.   In addition, the President of the Company is now a director of Texoil
Energy  Limited.

NOTE  4  -  ACQUISITION  AND  SALE  OF  OIL  AND  GAS  PROPERTIES

     In  1992  the  Company  acquired  undivided interests in a producing well
located  in Mississippi. This well has been shut-in for some time. The Company
has  reached  a  full  settlement and accommodation with the former the former
operator  who  had  incurred  costs in connection with a rework program of the
well.  The  Company plans to resume production of the well as soon as a system
for  satisfactory  removing  impurities  can  be  developed. This property was
recorded  at  its fair market value of $1.6 million when it was acquired. This
value  was based on the discounted value of estimated reserves of the property
less a provision for all claims and encumbrances which may be assessed against
the  property  as  estimated by management. Independent professional engineers
determined  the  estimated recoverable reserves. In exchange for this property
and other assets, including the opportunity to acquire the working interest in
the  Panhandle  Texas  properties,  and for obtaining the initial financing to
form  the  company  the Company issued 1.75 million shares of its common stock
and  $125,000  of  its  convertible  senior  notes.

     In  1993  the  Company  acquired  an  additional  28.5  percent undivided
interest  in  property  in  the Texas Panhandle.  This additional interest was
acquired for the assumption of the debts of the former operator and included a
substantial  amount  of  supplies.  The amount of the debts assumed plus other
expenditures  related to the transaction totaled approximately $450,000.  Part
of  this  additional  interest in the property was sold shortly thereafter for
$450,000.  The  supplies were used on the Company's projects in the Panhandle.

     Pursuant  to  an  agreement dated March 23, 1995, between the Company and
Texoil Energy, Ltd. (Texoil), a Canadian corporation, Texoil acquired one-half
of  the  Company's interest in approximately 9,300 acres of oil and casinghead
gas  leases  in Moore and Potter Counties, Texas, including the 7,000 acres on
the  Brent  Ranch,  and  225,000  shares  of  the  Company's


<PAGE>


NOTE  4  -  ACQUISITION  AND  SALE  OF  OIL  AND  GAS  PROPERTIES  (Continued)

Common  Stock.    In  consideration,  the Company received $128,750 cash and a
$121,250  note due in August 1995, 1,000,000 shares of Texoil Common stock and
$750,000  principal  amount  of  6  percent  preferred stock, convertible into
750,000  shares  of Texoil Common Stock. The stock of Texoil is valued at zero
amount  on  the  financial  statements.

     As  of  October 1, 1997, the Company sold its producing properties on the
Baker  39 lease in the Texas Panhandle for $220,000 cash and granted an option
to  sell  its leasehold interest in approximately 13,500 acres for $540,000 of
which the Company's net interest is approximately $378,000. The balance of the
interest  has  been  pledged to cover prior indebtedness. The Company received
$50,000  cash  for  the  option, which is non-refundable. The optionee has the
right  to  exercise  the  option  at any time on or before October 11, 1998 at
which  time  at  least  50  percent  of  Empiric's  leasehold interest must be
purchased.  If  the  optionee purchases more than 50 percent but less than 100
percent  of  the  Company's  leasehold  interest  the  option  period  for any
remaining  interest will be extended to October 1, 2000. The proceeds from the
sale  of  the  producing  properties  ($220,000) has been credited against the
carrying  value  of  the  property  account.  See  Note  1.

     On  December  21,  1995,  the Company entered into an agreement with Lyon
Operating  Co.,  Inc.  for  the  purchase  of  an  undivided 72 percent of the
leasehold or working interest in approximately 1,223 acres of land situated in
Clay  and  Jack  Counties,  Texas.  For this interest the Company paid $30,000
cash,  a  promissory  note  for  $35,000  with  interest at eight percent (8%)
payable on or before March 21, 1996, and 20,000 shares of the Company's stock.
The  Company  is  currently  in  default  in  payment  of this note. By mutual
agreement the promissory note has now been canceled and the Company's interest
in  these  properties  has  been  released.

NOTE  5  -  NOTES  PAYABLE  AND  CURRENT  PORTION  OF  LONG-TERM  DEBT


<TABLE>
<CAPTION>

                                                   Notes payable consists of:
                                                     1997                        1996

<S>                                                <C>                          <C>
Bank note due on demand with interest at 12%. . .                            -   100,000

Lyon Operating Co., Inc. dated December 21, 1995
 Due March 21, 1996 with interest at 8% . . . . .                            -    35,000

Other notes payable, due on demand with
   Interest at 8% . . . . . . . . . . . . . . . .  30,000                         39,850

Total . . . . . . . . . . . . . . . . . . . . . .  $    -                       $174,850
Less portion due within one year. . . . . . . . .  30,000                        174,850
Total long-term debt. . . . . . . . . . . . . . .  $    -                       $      -
</TABLE>

     On  December  31,  1995,  the  Company issued $267,520, in senior secured
notes  payable  bearing interest at 8%, payable each six (6) months.  The full
amount  of  the  principal was due thirty-six (36) months from that date.  The
notes  were  issued  to  two  stockholders of the Company. On October 1, 1996,
these  notes  were  exchanged  for  the  Company's  preferred  stock.

     The  Company extinguished certain accounts payable and notes by agreement
resulting  in  the  extraordinary  gain  reflected  in  income  for  the year.

     The  Company  was  in  default  on  the note due to Lyon Operating Co. at
December  31,  1996.  The  note  has  since  been  canceled.  See  Note  4.


NOTE  6  -  LEASES

     The  Company  leases its office space under a sub-lease agreement entered
into  in  1997  and  expiring  May  1998. The Company's commitment for 1998 is
$10,385.  The  Company  expects  to  renew  its lease at the termination date.
During  the  year  the  Company  paid  $22,342.25  under  this  agreement.

NOTE  7  -  INCOME  TAXES

     The  Company's  deferred  tax assets relate principally to non-deductible
expenses  and  to  net  operating  loss carryforward. Deferred tax liabilities
relate  to  accelerated depreciation on fixed assets and to expense deductible
for  tax  purposes  but  not  for  financial  statement  purposes.


<TABLE>
<CAPTION>

<S>                              <C>           <C>
 Deferred tax assets: . . . . .         1997        1996 
                                 -----------        -----------
Temporary differences . . . . .  $ 1,345,631   $    1,345,631
Net operating loss carryforward    2,348,630        2,176,145
                                   3,694,261        3,521,776
Deferred tax liabilities: . . .   (3,276,193)      (1,860,037)
Net deferred tax assets . . . .      418,068        1,661,739
Asset valuation reserve . . . .     (418,068)      (1,661,739)
Deferred tax provision
                                 $         -   $            -
</TABLE>


     The  Company  believes  that the tax benefit or asset computed under FASB
109  is  not  likely  to  be  realized  and  therefore  is  fully  reserved.

     The  Company  has  available  net  operating  loss carryforward to reduce
future  taxable  income  and  income  taxes,  which  will  expire  as follows:


<TABLE>
<CAPTION>

<S>                <C>
December 31, 2007  $  505,161
December 31. 2008     823,485
December 31, 2009     627,142
December 31, 2010     220,357
December 31, 2011     172,485
December 31, 2012   1,601,927
                  -----------
                   $3,950,557
                  ===========
<FN>


     Due  to  the  Net Operating Loss Carryforward shown in the table above no
provision  for  current  income  taxes  was  recorded  for  1997  or  1996.

</TABLE>


<PAGE>
NOTE  8  -  WARRANTS

     At  December  31,  1997  and 1996 252,266 warrants were outstanding at an
exercise  price  of $4.25 per share, subject to certain adjustments until June
14,  1999.

NOTE  9  -  LEGAL  PROCEEDINGS

     In  some  instances  the  Company  has  entered  into  installment payout
arrangements  with  certain  creditors  to  retire  the  related  indebtedness
involved    and  in  some cases the Company has entered into agreed judgements
with  forbearance  to  permit  time  for  raising  funds  to  satisfy  such
claims.  In  some of these cases the Company has defaulted on such agreements.
All of such underlying obligations are reflected in the records of the Company
as  current  liabilities.

     The  Company  is  not  aware of any environmental liabilities or problems
associated  with  any of its properties. The Company has settled environmental
claims  for  clean-up  in  the  past.

NOTE  10  -  OIL  AND  GAS  DATA

     The  following  tables provide additional information about the Company's
oil  and  gas  development  and  production  activities.

Capitalized  Costs

Following  is  a summary of costs incurred in oil and gas property acquisition
and  development  activities:


<TABLE>
<CAPTION>

                       1997      1996
                      -------  --------
<S>                   <C>      <C>
Unproved properties:
   Acquisitions. . .  $     -  $      -
 Developments. . . .   18,328   227,878
Proved Properties:
 Acquisitions. . . .        -         -
 Developments. . . .        -         -
                      -------  --------
                      $18,328  $227,878
                      =======  ========

<FN>
Following  is a summary of oil and gas producing activities for the year ended
December 31, 1997 and 1996: (excluding corporate overhead and financing costs)

</TABLE>


<TABLE>
<CAPTION>

                                                              1997       1996
<S>                                                         <C>        <C>
Oil and gas sales. . . . . . . . . . . . . . . . . . . . .  $102,270   $ 94,978 
Production costs . . . . . . . . . . . . . . . . . . . . .   (70,812)   (86,087)
Depreciation, depletion and amortization . . . . . . . . .   (19,417)   (22,969)
                                                          -----------   --------
                                                              12,041    (14,078)
Income tax expense . . . . . . . . . . . . . . . . . . . .         -          - 
                                                          -----------   --------
Results of operations for oil and gas producing activities  $ 12,041   $(14,078)
                                                          ===========   ========
</TABLE>


Reserve  Information  (Unaudited)

          The following estimates of proved oil and gas reserve quantities and
related  standardized  measure  of  discounted  net cash flow are estimates by
independent  petroleum  engineers,  and  do  not purport to reflect realizable
values  or  fair  market  values  of  the  Company's  reserves.    The Company
emphasizes  that reserve estimates are inherently imprecise and that estimates
of  new  discoveries  are  more  imprecise than those of producing oil and gas
properties.    Accordingly,  these  estimates are expected to change as future
information  becomes  available.  All of the Company's reserves are located in
the  United  States.

Reserve  Information  Unaudited  (Continued)


<PAGE>
          Proved  reserves  are  estimated  reserves  of  crude oil (including
condensate  and  natural  gas  liquids)  and  natural  gas that geological and
engineering  data  demonstrate  with reasonable certainty to be recoverable in
future  years  from  known  reservoirs  under  existing economic and operating
conditions.    Proved  developed  reserves  are those expected to be recovered
through  existing  wells,  equipment,  and  operating  methods.

          The following table is a summary of the reserve quantity information
(oil  reserves  are  stated in barrels and gas reserves are stated in thousand
cubic  feet):


<TABLE>
<CAPTION>

                                                                                          At December 31,
                                                                                          ----------------              
                                                                            1997                          1996
                                                                      ----------------                  ----------      
                                                                            Oil            Gas         Oil        Gas
                                                                           (Bbls)         (MCF)      (Bbls)      (MCF)

<S>                                                                   <C>               <C>         <C>        <C>
Proved developed and undeveloped:

Balance at beginning of year . . . . . . . . . . . . . . . . . . . .          122,326   2,697,560    240,542   2,992,460 

Revisions of previous estimates. . . . . . . . . . . . . . . . . . .         (   -   )   (   -   )  (113,780)   (294,626)
Extensions and discoveries . . . . . . . . . . . . . . . . . . . . .         (   -   )    354,032   (   -   )
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           (3,748)    (11,594)    (4,436)       (274)
Sales of reserves in place . . . . . . . . . . . . . . . . . . . . .          (26,856)    (72,348)  (   -   )   (   -   )
                                                                      ----------------  ----------  ---------  ----------
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . .           91,722   2,968,650    122,326   2,697,560 
                                                                      ================  ==========  =========  ==========

Proved Developed Reserves:
Balance at beginning of year . . . . . . . . . . . . . . . . . . . .           98,736   2,640,616     98,736   2,636,097 
                                                                      ----------------  ----------  ---------  ----------
Balance at end of year . . . . . . . . . . . . . . . . . . . . . . .           91,722   2,966,650     99,667   2,640,616 
                                                                      ================  ==========  =========  ==========

Standardized Measure of Discounted Future Net Cash Flows (Unaudited)
</TABLE>

     The  standardized measure of discounted future net cash flows is computed
by  applying  year-end  prices  of  oil  and  gas (with consideration of price
changes  only  to  the  extent  provided  by  contractual arrangements) to the
estimated  future  production  of  proved oil and gas reserves, less estimated
future expenditures (based on year-end costs) to be incurred in developing and
producing  the  proved  reserves,  less  estimated  future income tax expenses
(based on year-end statutory tax rates, with consideration of future tax rates
already  legislated) to be incurred on pretax net cash flows less tax basis of
properties  and  available  credits,  and  assuming  continuation  of existing
economic  conditions.  The estimated future net cash flows are then discounted
using  a  rate  of  10  percent  a year to reflect the estimated timing of the
future  cash  flows.


<TABLE>
<CAPTION>

                                                               1997          1996

<S>                                                        <C>           <C>
Future cash inflows . . . . . . . . . . . . . . . . . . .  $ 4,315,287   $ 4,656,234 
Future production and  development costs. . . . . . . . .     (776,587)     (998,984)
Future income tax expense . . . . . . . . . . . . . . . .            -             - 

Future net cash flows . . . . . . . . . . . . . . . . . .    3,538,700     3,657,250 
10% Annual discount for estimated timing of cash flows. .   (1,260,741)   (1,295,911)

Standardized measure of  discounted future net cash flows  $ 2,277,959   $ 2,361,339 
</TABLE>



<PAGE>
NOTE  11  -  QUARTERLY  FINANCIAL  INFORMATION  (UNAUDITED)


<TABLE>
<CAPTION>
                      The following table presents summary 
           information on a quarterly basis for 1997 and 1996. (Unaudited)

<S>                   <C>         <C>        <C>             <C>
1997 . . . . . . . .  March 31    June 30    September 30    December 31
Revenues . . . . . .  $ 31,885    $32,611    $      26,714   $     11,060 
Expenses . . . . . .  $(86,237)   $(57,251)  $     (86,333)  $   (202,838)
Other income . . . .  $ 41,014    $51,683    $     ( 2,880)  $     80,408 
Net income . . . . .  $ (13,338)  $ 27,043   $     (62,499)  $   (111,370)
Net income per share  $ (0.010)   $ (0.006)  $      (0.013)  $     (0.020)
</TABLE>

<TABLE>
<CAPTION>
<S>                   <C>         <C>         <C>             <C>
1996 . . . . . . . .  March 31    June 30     September 30    December 31
Revenues . . . . . .  $  20,567   $  22.663   $      19,051   $     32,697 
Expense. . . . . . .  $ (74,362)  $(100,389)  $    (175,790)  $   (422,484)
Other income . . . .  $  11,250   $  11,250   $      11,250   $    152,851 
Net income . . . . .  $ (42,545)  $ (66,476)  $    (145,489)  $   (236,936)
Net income per share  $   (0.01)  $   (0.01)  $       (0.04)  $     (0.057)
</TABLE>