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 March 31, 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 March 31, 1997, there were 5,010,137 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. 

BALANCE SHEETS
ASSETS
                                               March 31
                                                1997              December 31,
                                              (Unaudited)             1996   
Current assets
  Cash                                            $    184          $  1,084
  Accounts receivable                               86,109            69,217
  Note Receivable-Texoil                            31,000            31,000
    Total current assets                           117,293           101,301

Oil and gas properties, using full
 cost accounting
  Properties being amortized                     3,921,117         3,894,172

Less accumulated depreciation, depletion,
  amortization and impairment                    1,540,110         1,535,833
    Net oil and gas properties                   2,381,007         2,358,339

Other assets
  Other property and equipment, at cost,
   less accumulated depreciation                     3,801             4,133
  Other                                              2,076             2,742
    Total other assets                               5,877             6,875
TOTAL ASSETS                                    $2,504,177        $2,466,515


LIABILITIES AND STOCKHOLDERS' EQUITY

                                                 March 31,        December 31,
                                                   1997              1996
                                                (Unaudited)


Current liabilities
 Accounts payable                               $  196,394         $ 257,713 
 Due to stockholders                                29,393            22,627 
 Short-term notes payable                           84,789           174,850 
     Total current liabilities                     310,576           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 5,010,137 shares and
   4,307,003, respectively                          50,101            43,307 
  Additional paid-in capital                     4,216,965         3,579,342 
  Retained deficits                             (2,073,465)       (2,060,127)
       Total stockholders' equity                2,193,601         2,011,325 

   TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                       $2,504,177        $2,466,515 


STATEMENTS OF OPERATIONS
                                                 Three Months Ended
                                                March 31, (unaudited)
                                                 1997                 1996 

Revenues
 Oil and gas sales                            $  31,885            $  20,567 

Expenses
 Production                                      16,958               14,544 
 Depreciation, depletion,
  and amortization                                4,277               25,321 
 Interest                                         3,796                7,688 
 General and administrative                      61,206               26,808 
   Total expenses                                86,237               74,361 

Other Income
 Dividend income                                 11,250               11,250 
 Interest income                                     -                    -  
   Total other income                            11,250               11,250 

Loss before provision for income
  taxes and extraordinary items                 (43,103)             (42,543)

Provision for income taxes                          -                    -   
Loss before extraordinary item                  (43,103)             (42,543)

Extraordinary item:
Gain from debt restructuring                     29,764                   -  

NET LOSS                                      $ (13,339)           $ (42,543)

Primary earnings per share
  before extraordinary items                  $  (0.009)           $  (0.009)

Primary earnings per share after
  extraordinary items                         $  (0.003)           $   0.009


STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                    Three Months Ended
                                                        March 31,
                                                1997                 1996  

Cash flows from operating activities
 Net loss                                       $(13,338)         $ (42,545)
 Adjustments to reconcile net loss to net
  cash provided by operating activities
   DD&A                                            4,277             25,321 
   Depreciation and amortization                   1,729              1,729 
   (Increase) decrease in:
     Accounts receivable-trade                   (16,890)               -   
     Other assets                                   (731)               -   
    Increase (decrease) in:
     Accounts payable and accrued
      expenses                                     (9781)           (40,954)
NET CASH PROVIDED BY OPERATING 
  ACTIVITIES                                      34,734             25,459 

Cash flows from investing activities
 Capital expenditures                            (26,945)           (20,146)
NET CASH USED BY INVESTING
  ACTIVITIES                                     (26,945)           (20,146)

Cash flows from financing activities
 Short-term notes payable                        (90,061)            (4,699)
 Long-term debt retired                              -                   -  
 Proceeds from issuance of common and
    preferred stock                              150,840                 -  
NET CASH PROVIDED BY INVESTING
  ACTIVITIES                                      60,779             (4,699)

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                       (900)               614 
Cash and cash equivalents, at beginning
  of period                                        1,084              3,198 
CASH AND CASH EQUIVALENTS, END 
  OF PERIOD                                      $   184           $  3,812 


NOTES TO FINANCIAL STATEMENTS

   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 operating in the Panhandle Field,
north of Amarillo, Texas, and in eastern central Pennsylvania.  The
Company also owns one gas well in Holmes County, Mississippi, which is
temporarily shut-in due to technical problems.  During 1992 and 1993, the
Company participated in a 20 well drilling program on leases in Moore and
Potter Counties, resulting in wells producing oil 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.

     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.  In October 1994 and June 1995, the Company drilled three
wells on the Brent Ranch which were determined to be non-commercial.  
Soon thereafter, the Company and the Brent Ranch lessors became engaged
in disagreements relative to the Company's requirement to drill additional
wells within certain time periods.  These disagreements resulted in the
filing of a lawsuit in July 1993 against the Company by the lessors for
termination of the lease and damages due to alleged failure to timely drill
additional wells and other lease non-performance claims.  The legal matter
was then settled fully by the Company who agreed to terminate the lease,
plug and abandon six inactive wells and pay $25,000, $10,000 of which
was later recovered by the Company retaining and selling the gas rights to
certain of the properties.

     After acquiring the 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:

TEXOIL AGREEMENT

     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 9,000 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.  Empiric retained 50 percent of its working
interest in the leases and any production therefrom.  These leases have been
canceled as a part of the overall settlement with the Brent Ranch Lessors. 


     Depending on available financing, the Company and Texoil may
continue to develop the 9000 acres of the Richmond acreage.  Under the
Texoil Agreement, Texoil is required to pay 66 2/3 percent of the drilling
and testing costs of eleven new wells at locations to be mutually agreed
upon.  Texoil and the Company will share equally the completion costs of,
and revenues from, such wells.  Texoil may also participate with the
Company in the enhancement and development of the Taureaux/Lyon
properties described below on mutually agreeable terms.

     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.

     The Company has not been able to proceed with the joint development
plans with Texoil since neither company has been able to obtain adequate
working capital, although the opportunities and the drilling site acreage is
still available.

TAUREAUX/LYON AGREEMENTS

     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.

     The Company is considering the possibility of instituting a program to
repair and re-establish production on all the wells on the Lyon acreage. 
The Company is also considering the economic feasibility of completing the
Lower Ellenberger level and continuing to investigate the gas production
possibilities of the two wells on the Taureaux acreage.  These opportunities
may be explored further if adequate working capital becomes available.

WESTAR JOINT VENTURE - PENNSYLVANIA

     In March 1996, Empiric entered into an agreement with Westar Energy,
Inc. ("Westar") for an approximate 100 well infill drilling program (later
reduced to 88 wells) in Indiana and Westmoreland Counties, Pennsylvania. 
The wells will 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 seven producing wells confirmed and
the eighth well scheduled to be producing by May 20, 1998.  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
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.

     The Company plans to raise working capital for the remaining 80 wells
in the Westar program so that Empiric will own 75 percent working
interest.  The Company also has other plans to strengthen its financial
growth and some have reached the discussion and preliminary negotiation
stage.  However, no firm and binding agreements have been reached.

FINANCIAL RESULTS FOR FIRST QUARTER OF 1997 - PERIOD
   ENDED MARCH 31, 1997

     Financial results of Empiric Energy, Inc. for the three month period
ended March 31, 1997, disclosed revenues of $31,885 and a net loss of
$13,338 as compared with revenues of $20,587 and a net loss of $42,543,
respectively, for the similar three month period ended March 31, 1996. 
Revenues were principally from the Texas Panhandle properties and were
somewhat greater than the comparable three month period of the preceding
year, due to increases in the price received for oil.  There were no revenues
received in the prior year for gas from the Texas properties until the last
three month period ended March 31, 1996.  There were no sales of gas
recorded from the Pennsylvania properties through March 31, 1997.  Such
revenues will begin to be received during the second three month period
ended June 30, 1997.

     During the three month period ended March 31, 1997, the holders of
4,488 shares of the Company's Series B Preferred Stock ($5.00 par
value/$1.00 liquidation value per share) exchanged all the shares of
Preferred Stock for 448,800 shares of Common Stock.

FINANCIAL CONDITION DISCUSSION

     As of March 31, 1997, the Company had a net worth of $2,193,601 as
compared to a net worth of $2,011,325 at year ended December 31, 1996,
caused principally by the debt reduction and elimination program in which
principal shareholders and other debtholders converted outstanding debt to
equity.  The working capital deficit as of March 31, 1997 was $193,283 as
compared with a deficit of $253,889 as of December 31, 1996.  This
continuing working capital deficit position highlights the Company's need
for working capital.

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.  Similarly, sale of Company
acreage and production assets are being considered with the objective of
utilizing the proceeds to obtain improved financial returns.

                     PART II.  OTHER INFORMATION

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

     There were no reports filed.

     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: May 13, 1997

                               EMPIRIC ENERGY, INC.



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



                               By:_____James J. Ling________________
                                    James J. Ling
                                    President