SECURITIES AND EXCHANGE COMMISSION
                          Washington, DC  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, 1997

Commission file number 1-13162

                               EMPIRIC ENERGY, INC.
             (Exact name of registrant as specified 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)



   Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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 _____


   As of September 30, 1997, there were 5,364,776 shares of the
registrant's stock, $.01 par value outstanding.


                               PART I

FINANCIAL INFORMATION

           The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. The financial statements reflect all
adjustments which are, in the opinion of management, necessary to fairly
present such information. Although the Company believes that the
disclosures are adequate to make the information presented not misleading,
certain information and footnote disclosure, including significant accounting
policies, normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. It is suggested that these
financial statements be read in conjunction with the financial statements and
the notes thereto included in the Company's latest annual report on Form
10-K, dated December 31, 1996. 

BALANCE SHEETS
ASSETS
                                           September 30
                                               1997              December 31,
                                            (Unaudited)             1996   
Current assets
  Cash                                         $  3,396             $  1,084
  Accounts receivable                            94,934               69,217
  Note Receivable-Texoil                         43,500               31,000
           Total current assets                 141,830              101,301

Oil and gas properties, using full
 cost accounting
  Properties being amortized                  3,975,475            3,894,172

Less accumulated depreciation, depletion,
  amortization and impairment                 1,554,581            1,535,833
    Net oil and gas properties                2,420,894            2,358,339

Other assets
  Other property and equipment, at cost,
   less accumulated depreciation                    581                4,133
  Other                                           2,076                2,742
    Total other assets                            2,657                6,875

TOTAL ASSETS                                 $2,565,381           $2,466,515


The Notes to financial statements are an integral part of this statement.

LIABILITIES AND STOCKHOLDERS' EQUITY

                                            September 30,
                                              1997              December 31,
                                            (Unaudited)             1996    

Current liabilities
 Accounts payable                           $  190,720            $ 257,713 
 Due to stockholders                              -                  22,627 
 Short-term notes payable                      148,179              174,850 
     Total current liabilities                 338,899              455,190 

Stockholders' equity
 Preferred stock, $100 par value;
   authorized 2,000,000 shares;
   none outstanding at 3/31/97,
   4,488 outstanding at 12/31/96              -                    448,803 
 Common stock, $0.01 par value;
   authorized 20,000,000 shares;
   issued 5,364,776 shares and
   4,307,003, respectively                     53,648               43,307 
  Additional paid-in capital                4,281,753            3,579,342 
  Retained deficits                        (2,108,918)          (2,060,127)
       Total stockholders' equity           2,226,483            2,011,325 

   TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                  $2,565,382           $2,466,515 


STATEMENTS OF OPERATIONS
                                   Nine Months Ended       Three Months Ended
                                  Sept 30, (unaudited)     Sept 30, (Unaudited)
                                    1997         1996       1997         1996
Revenues
 Oil and gas sales                $ 91,910    $ 62,282   $ 59,325    $ 19,051 
  Total Revenues                    91,910      62,282     59,325      19,051 
Expenses
 Production                         54,954      58,943     37,996      21,601 
 Depreciation, depletion,
  and amortization                  18,748      53,341     14,471      15,138 
 Interest                            9,275      22,093      5,479       8,721 
 General and administrative        146,844     214,498     85,838     132,129 
   Total expenses                  229,422     348,875    143,584     175,789 

Other Income
 Dividend income                    33,750      33,750     22,500      11,250 

 Income-debt restructuring          56,067          -      26,303         -   
 Interest income                        -           -          -          -   
   Total other income               89,817      33,750     48,803      11,250 

Loss before provision for income
  taxes                            (48,794)   (252,843)   (35,455)   (145,487)

Provision for income taxes             -           -          -           -  

NET LOSS                         $ (48,794)  $(252,843)  $(35,455)  $(145,487)

Primary earnings per
     share                         $(0.010)    $(0.049)   $(0.007)    $(0.037)


STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                     Nine Months Ended
                                                          Sept 30,
                                                  1997                 1996  

Cash flows from operating activities
 Net income/(loss)                             $ (48,791)          $ (252,843)
 Adjustments to reconcile net loss to net
  cash provided by operating activities
   DD&A                                           18,748               53,341 
   Depreciation and amortization                   4,949                5,186 
   (Increase) decrease in:
     Accounts receivable-trade                   (38,218)             (33,750)
     Other assets                                   (731)                 -   
    Increase (decrease) in:
     Accounts payable and accrued
      expenses                                    89,620               60,714 
NET CASH PROVIDED BY OPERATING 
  ACTIVITIES                                    (153,663)            (167,352)

Cash flows from investing activities
 Capital expenditures                            (81,303)             (84,646)
NET CASH USED BY INVESTING
  ACTIVITIES                                     (81,303)             (84,646)

Cash flows from financing activities
 Short-term notes payable                        (26,671)              52,372 
 Long-term debt retired                             -                     -  
 Proceeds from issuance of common and
    preferred stock                              263,949              483,955 
NET CASH PROVIDED BY INVESTING
  ACTIVITIES                                     237,278              268,807 

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                      2,312               16,809 
Cash and cash equivalents, at beginning
  of period                                        1,084                3,198 
CASH AND CASH EQUIVALENTS, END 
  OF PERIOD                                     $  3,396             $ 20,007 


Cash (received) paid during the year for:
Interest                                        $    762              $    -  
Income taxes                                    $    -                $    -  


NOTES TO FINANCIAL STATEMENTS

(1)        See notes to financial statements included in the Company's 1996
Annual Report on Form 10-KSB.


ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

BACKGROUND-HISTORY

THE COMPANY FROM INCEPTION, SEPTEMBER 1992, TO
PRESENT

     The Company, founded in September 1992, is an independent oil and
gas exploration and production company which was operating in the
Panhandle Field, north of Amarillo, Texas, through October 1997, and
continues to operate in eastern central Pennsylvania.  The Company also
owns one gas well in Holmes County, Mississippi, which is temporarily
shut-in due to technical problems.  Effective 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 the
remaining approximate 13,500 net acres for approximately $540,000.  The
Company received a $50,000 cash, non-refundable fee for this option.  The
proceeds from the sale were used for general reduction of debt and, as a
result, the total short term debt disclosed on the unaudited balance sheet as
of September 30, 1997 has been substantially reduced as of the date of this
filing, November 15, 1997.  There is no long-term debt outstanding.

     In October 1993, the Company acquired a 100 percent working interest
in approximately 7,000 gross acres on leases on the Brent Ranch in Moore
County, Texas.  This lease was abandoned in 1995 after the drilling of
three wells which were determined to be non-commercial.  In October
1994, the Company raised $2.5 million of equity before the costs of
issuance, through an underwriting and became publicly traded.  This
financing, underwritten on a "best efforts" basis, was closed at the
minimum level, $2.5 million short of the $5.0 million originally sought and
indicated as needed by the Company's master strategic development plan. 
The resultant shortage has continued to curtail and inhibit the Company's
ability to grow and sustain financial strength.  Although extensive efforts
have been made to raise additional capital, they have been generally
unsuccessful.

     After acquiring the initial properties in the Texas Panhandle area, the
Company continued its program of actively seeking the acquisition of
promising oil and gas properties directly or through the acquisition of
and/or business combinations with other energy companies.  In brief
summary, these activities resulted in the following events:

    In March 1995, the Company pursuant to an agreement with Texoil
Energy, Inc., a Canadian corporation, acquired 1,000,000 shares of the
Common stock of Texoil and $750,000 principal amount of 6% preferred
stock in exchange for one half of the Company's interest in 9,000 acres of
oil and casinghead gas leases in the Panhandle of Texas.  Additional
consideration in the form of $128,250 cash and a Note for $121,250 was
also received by the Company in connection with this transaction.

     The Company owns approximately 26 percent of Texoil's outstanding
common stock and 100 percent of the 6% Series A Preferred Stock.  If the
6% Series A Preferred Stock were converted into Texoil common stock, the
Company would own approximately 38 percent of Texoil's outstanding
common stock.  The Company has no plans to convert the Series A
Preferred Stock into the common stock of Texoil.

    Although Texoil is currently inactive, it is expected that it may be
activated with assets and financing furnished by its general shareholders and
other institutional shareholders in Canada who are interested in refinancing
Texoil and creating a public market in Canada for Texoil.  Texoil's
principal assets are comprised of its interest in leasehold acreage in the
Texas Panhandle acquired from Empiric.

     Pursuant to an agreement dated December 21, 1995 with Lyon
Operating Co., Inc. ("Lyon"), the Company acquired from Lyon 72 percent
working interest in 1223.2 acres in Clay and Jack Counties, Texas, which
includes one producing oil well and eleven non-producing oil wells.  As
consideration for the Lyon acquisition, the Company paid $30,000 cash, a
$35,000 Note and 20,000 shares of its Common Stock.

     In February 1996, the Company agreed to acquire from Taureaux
Corporation ("Taureaux"), an affiliate of Lyon, a 20 percent net revenue
interest in 198.5 acres in Jack County, Texas, which contains two wells,
one of which has been drilled to the lower Ellenberger level at 8700 feet
and is awaiting completion and one of which produces minimal gas at a
shallower level.

     In March 1996, Empiric entered into an agreement with Westar Energy,
Inc. ("Westar") for an approximate 88 gas well infill drilling program in
Indiana and Westmoreland Counties, Pennsylvania.  The wells may be
drilled in segments, the size of which to be mutually determined.  Permits
have already been obtained for approximately 50 infill drilling locations. 
All locations selected to date are surrounded by producing wells drilled
some twenty years ago with initial potential ranging from 750 to 3,000
Mcfpd.  Empiric has contracted for up to a 75 percent working interest (60
percent Net Revenue Interest).  Westar will drill the wells for a total fixed
turnkey cost of $180,000 per well, of which Empiric's 75 percent working
interest will cost a fixed amount of $135,000 per completed well.  Of this
amount, $45,000 of Empiric's cost will be in the form of 15,000 shares of
Empiric Common Stock which will be guaranteed by Empiric at a price of
$3.00 per share, which will become effective after the completion of the
last well in each drilling segment.

     Through this date, eight wells have been drilled (three segments of 3,
3 and 2 wells, respectively) with all eight producing wells confirmed.  The
total proven reserves are estimated to be 6.6 Bcf of gas, approximately 2.5
Bcf to Empiric's Net Revenue Interest after all royalties, backins and other
outside carried interests.

     The Company's financed its investment in the first eight wells by
attracting outside investors who will receive approximately 50 percent of
Empiric's working interest in the wells and 80 percent of the initial cash
revenues applicable to its interest (with Empiric receiving 20 percent) until
the investors receive up to 117 percent of their total investment. 
Thereafter, all remaining revenues will be shared equally (50/50) with
Empiric for the life of the revenue stream.  As an inducement to make the
investment on this basis, the investors also received approximately 80,000
shares of the Common Stock of Empiric and a substantial portion of the
intangible cost related tax benefits.

     If continuing gas production revenues merit such action, the Company
may plan to raise working capital for some portion of the remaining 88
wells in the Westar program in the same or similar manner as described
above.  The Company also has other plans to increase and strengthen its
financial growth and some have reached the discussion and preliminary
negotiation stage.  However, no firm and binding agreements have been
reached with the exception of the acquisition described in the next
paragraph.

     The Company has entered into a definitive agreement to acquire the
interests from a company in the related field of oil and gas development to
purchase an approximate 20% working interest (21% net revenue interest)
in two producing oil and gas wells in Zanola and Frio Counties, Texas, as
well as an approximate 20% net revenue interest in 4,979 leasehold acres
in Zanola and Frio Counties, Texas.  This agreement is subject to the due
diligence of both parties and is scheduled to close December 15, 1997.  The
total consideration for this transaction is $230,000.

FINANCIAL RESULTS FOR THIRD QUARTER OF 1997 - PERIOD
   ENDED SEPTEMBER 30, 1997

     Financial results of Empiric Energy, Inc. for the three month period
ended September 30, 1997, disclosed revenues of $59,225 and a net loss of
$35,455 as compared with revenues of $19,051 and a net loss of $145,487,
respectively, for the similar six month period ended September 30, 1996. 
Minimal revenues from the Company's interest in the Westar gas properties
in Pennsylvania were also included in the financial results for the six month
period ended September 30, 1997.  A comparison of the financial results
for the nine month period ended September 30, 1996 and 1997,
respectively, as follows:
                                Total
           Period              Revenues             Profit/(Loss)

    Nine months ended
      Sept. 10, 1996           $62,282              $(252,843)
   Nine months ended
      Sept. 10, 1997           $91,210              $( 48,794)

FINANCIAL CONDITION DISCUSSION

     The Company balance sheet condition and its equity to debt ratio
continues to show strength as a result of the debt reduction program
wherein creditors exchanged both long and short term debt for equity. 
Long-term debt has been eliminated.  At September 30, 1997, the equity to
debt ratio was 6.5 times as compared with 4.2 times one year ago on
September 30, 1996.  Currently, the Company has no long-term debt.  

     Notwithstanding the improvement in equity to debt ratios of the balance
sheet, the Company has a deficit working capital of $197,069 at September
30, 1997, improved from a working capital deficit of $353,889 on
December 31, 1996.  The Company needs an infusion of working capital
to increase liquidity, reduce debt and for the development of available
properties and opportunities.  As stated above, some of the funds provided
from the sale of the Panhandle properties have been utilized for the
reduction of debt and the improvement of liquidity.

STRATEGY, BUSINESS PLANS AND NEED FOR 
   THE INFUSION OF CAPITAL

     All of the Company's plans to strengthen its financial capability for
development and growth involve the need for the infusion of capital funds. 
Sources of financing, involving the issuance of debt and equity securities
as well as acquisitions and business combinations with companies in the
related energy business, are being investigated.  The Company has drafted
for consideration before formal release a Private Placement Offering
Memorandum involving the issuance of up to $325,000 Senior Notes
secured by 70% of the proceeds from the exercise of the purchase option
agreement for the sale of its remaining leasehold acreage in the Texas
Panhandle, as described above.  These Senior Notes in the form of 13 Units
at $25,000 per Unit will bear interest at 8% per annum, payable quarterly
and each Unit of $25,000 principal note will have attached 10,000 shares
of the Common Stock of Empiric Energy, Inc., subject to Rule 144 and
other applicable restrictions.  No minimums or maximums will be included
if this financing plan is activated.  None of these notes have been issued
through the date of the filing of this Form 10-QSB.

                     PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     Form 8K, reporting the proposed sale of the Texas Panhandle
properties, was filed on June 25, 1997.

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

Date: November 17, 1997

                               EMPIRIC ENERGY, INC.



                               By:_____Clyde E. Skeen______________
                                    Clyde E. Skeen
                                    Chief Financial Officer



                               By:_____James J. Ling______________
                                    James J. Ling
                                    President