SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                   FORM 10-QSB

[X]     Quarterly  report  under  Section 13 or 15(d) of the Securities Exchange
        Act  of  1934  for  the  quarterly  period  ended  SEPTEMBER  30,  1998.
                                                   ---------------------

[ ]     Transition  report  under Section 13 or 15(d) of the Securities Exchange
        Act  of  1934  for  the  quarterly  period  from  _______  to  _______.


                         Commission file number 1-13162

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


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

          12750 MERIT DRIVE, SUITE 750
                 DALLAS, TEXAS                      75251
    (Address of principal executive offices)      (Zip Code)

                                 (972) 387-4100
              (Registrant's telephone number, including area code)

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
                                                                   -----   -----

State the number of shares outstanding of each of the issuer's classes of common
equity,  as  of  September  30,  1998.     6,827,186
                                           ---------


Transitional  Small  Business  Disclosure  Format              Yes      No   X
                                                                   -----   -----

Page 1 of 9 pages contained in the sequential number system.  The Exhibit Index
          -
is  on  Page  8  of  the  sequential  numbering  system.
              -

<PAGE>
<TABLE>
<CAPTION>
                                EMPIRIC ENERGY, INC.
                                INDEX TO FORM 10-QSB


PART I                                                                       PAGE
<S>             <C>                                                          <C>
 Item 1.        Financial Statements                                             1
 Item 2.        Management's Discussion and Analysis of Financial Condition      5
                and Results of Operations
PART II
 Item 1.        Legal Proceedings                                                8
 Item 2.        Changes in Securities                                            8
 Item 3.        Defaults Upon Senior Securities                                  8
 Item 4.        Submission of Matters to a Vote of Securities Holders            8
 Item 5.        Other Information                                                8
 Item 6.        Exhibits and Reports on Form 8-K                                 8
SIGNATURE PAGE                                                                   9
</TABLE>

                                       ii
<PAGE>
                                     PART I

                              FINANCIAL INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS
--------     ---------------------

           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,  1997.

<TABLE>
<CAPTION>
                                     CONDENSED BALANCE SHEETS

                                                         September 30, 1998    December 31, 1997
ASSETS                                                      (Unaudited)
<S>                                                     <C>                   <C>
Current Assets
 Cash. . . . . . . . . . . . . . . . . . . . . . . . .  $            11,575   $           18,811 
 Accounts Receivable . . . . . . . . . . . . . . . . .               96,168               63,225 
 Notes Receivable. . . . . . . . . . . . . . . . . . .              187,351               31,000 
                                                        --------------------  -------------------
   Total Current Assets. . . . . . . . . . . . . . . .              295,093              113,036 
                                                        --------------------  -------------------
Oil and Gas Properties, using full cost accounting
 Properties being amortized. . . . . . . . . . . . . .            5,461,523            3,692,500 
Less accumulated depreciation, depletion, amortization
    and impairment . . . . . . . . . . . . . . . . . .           (1,593,604)          (1,555,250)
                                                        --------------------  -------------------
 Net Oil and Gas Properties. . . . . . . . . . . . . .            3,867,919            2,137,250 
                                                        --------------------  -------------------

Other Assets
 Other property and equipment, at cost, less
   accumulated depreciation. . . . . . . . . . . . . .                5,858                    - 
 Other . . . . . . . . . . . . . . . . . . . . . . . .                3,281                2,076 
                                                        --------------------  -------------------
   Total Other Assets. . . . . . . . . . . . . . . . .                9,139                2,076 
                                                        --------------------  -------------------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . .  $         4,172,151   $        2,252,362 
                                                        ====================  ===================
</TABLE>

                                        1
<PAGE>
<TABLE>
<CAPTION>
                         CONDENSED BALANCE SHEETS - (CONTINUED)

                                                September 30, 1998    December 31, 1997
LIABILITIES AND STOCKHOLDERS' EQUITY               (Unaudited)
<S>                                            <C>                   <C>
Current Liabilities
 Accounts Payable . . . . . . . . . . . . . .  $            99,441   $           79,414 
 Due to stockholders. . . . . . . . . . . . .               17,981               17,981 
 Short-term notes payable . . . . . . . . . .              264,574               30,000 
                                               --------------------  -------------------
   Total Current Liabilities. . . . . . . . .              381,996              127,395 

 Long-Term Notes Payable. . . . . . . . . . .              687,500                    - 
                                               --------------------  -------------------

 TOTAL LIABILITIES. . . . . . . . . . . . . .            1,069,496              127,395 

Stockholders' Equity
 Preferred stock, $100 par value; authorized
   2,000,000 shares; 5,250 shares and none
     outstanding, respectively. . . . . . . .              525,000                    - 
 Common Stock, $0.01 par value; authorized
   20,000,000 shares; issued 6,827,186 shares
   and 5,859,776, respectively. . . . . . . .               68,272               58,598 
 Additional paid-in capital . . . . . . . . .            5,006,067            4,286,662 
 Retained deficits. . . . . . . . . . . . . .           (2,496,685)          (2,220,292)
                                               --------------------  -------------------
   Total Stockholders' Equity . . . . . . . .            3,102,654            2,124,968 
                                               --------------------  -------------------

TOTAL LIABILITIES AND
 STOCKHOLDERS' EQUITY . . . . . . . . . . . .  $         4,172,151   $        2,252,362 
                                               --------------------  -------------------
</TABLE>

                                        2
<PAGE>
<TABLE>
<CAPTION>
                     CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

                                                   Nine Months Ended             Three Months Ended
                                              ----------------------------  ----------------------------
                                              September 30,  September 30,  September 30,  September 30,
                                                  1998           1997           1998           1997
                                               (Unaudited)    (Unaudited)    (Unaudited)    (Unaudited)
                                              -------------  -------------  -------------  -------------
<S>                                           <C>            <C>            <C>            <C>
Revenues
 Oil and Gas Sales . . . . . . . . . . . . .  $    145,150    $    91,910   $     76,224   $     59,325 
Expenses
 Production. . . . . . . . . . . . . . . . .        68,603         54,954         46,826         37,996 
 Depreciation, depletion, and amortization .        39,836         18,748         21,545         14,471 
 Interest. . . . . . . . . . . . . . . . . .        25,730          9,275          7,440          5,479 
 General and administrative. . . . . . . . .       335,969        146,844         87,512         85,838 
                                              -------------  -------------  -------------  -------------
   TOTAL EXPENSES. . . . . . . . . . . . . .       470,138        229,821        163,323        143,584 
                                              -------------  -------------  -------------  -------------

Other Income
 Dividend Income . . . . . . . . . . . . . .        33,750         33,750         11,250         22,500 
 Other Income. . . . . . . . . . . . . . . .        14,844              -          6,640              - 
                                              -------------  -------------  -------------  -------------
   TOTAL OTHER INCOME. . . . . . . . . . . .        48,594         33,750         17,890         22,500 
                                              -------------  -------------  -------------  -------------

Loss before provision for income taxes and
    extraordinary item . . . . . . . . . . .      (276,393)      (104,161)       (69,209)       (61,759)

Provision for income taxes . . . . . . . . .             -              -              -              - 
                                              -------------  -------------  -------------  -------------
Loss before extraordinary item . . . . . . .      (276,393)      (104,161)       (69,209)       (61,759)

Extraordinary item:
Gain from debt restructuring . . . . . . . .             -         56,067              -         26,303 
                                              -------------  -------------  -------------  -------------

NET AND COMPREHENSIVE LOSS . . . . . . . . .  $   (276,393)   $   (48,094)  $    (69,209)  $    (35,456)
                                              =============  =============  =============  =============

Basic and diluted net and comprehensive loss
  per share before extraordinary items . . .  $      (0.04)  $      (0.01)  $      (0.01)  $      (0.01)
                                              =============  =============  =============  =============

Basic and diluted net and comprehensive loss
  per share after extraordinary items. . . .  $      (0.04)  $      (0.01)  $      (0.01)  $      (0.01)
                                              =============  =============  =============  =============

Weighted average shares. . . . . . . . . . .     6,386,484      4,899,180      6,803,286      5,019,486 
                                              =============  =============  =============  =============
</TABLE>

                                        3
<PAGE>
<TABLE>
<CAPTION>
                             CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                                               Nine Months Ended
                                                                        --------------------------------
                                                                         September 30,    September 30,
                                                                             1998             1997
                                                                          (Unaudited)      (Unaudited)
                                                                        ---------------  ---------------
<S>                                                                     <C>              <C>
Cash flows from operating activities
 Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $     (276,393)  $      (48,791)

Adjustments to reconcile net loss to net cash provided
    by operating activities
 Depreciation, depletion and amortization. . . . . . . . . . . . . . .          39,836           23,697 
 (Increase) decrease in :
   Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . .         (32,925)         (38,218)
   Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . .          (1,205)            (731)

 Increase (decrease) in:
   Accounts payable and accrued expenses . . . . . . . . . . . . . . .          20,027          (89,620)
                                                                        ---------------  ---------------
NET CASH USED BY OPERATING ACTIVITIES. . . . . . . . . . . . . . . . .        (250,660)        (153,663)
                                                                        ---------------  ---------------

Cash flows from investing activities
 Purchase of oil and gas properties. . . . . . . . . . . . . . . . . .        (168,323)         (81,303)
 Purchase of other property and equipment. . . . . . . . . . . . . . .          (7,340)               - 
 Increase in Notes Receivable. . . . . . . . . . . . . . . . . . . . .         (56,351)               - 
                                                                        ---------------  ---------------
NET CASH USED BY INVESTING ACTIVITIES. . . . . . . . . . . . . . . . .        (232,014)         (81,303)
                                                                        ---------------  ---------------

Cash flows from financing activities
 Net proceeds (repayments) from short-term notes payable . . . . . . .         234,574          (26,671)
 Net proceeds from long-term debt. . . . . . . . . . . . . . . . . . .         162,500                - 
 Proceeds from issuance of common. . . . . . . . . . . . . . . . . . .          78,364          263,949 
 Proceeds from issuance of preferred stock . . . . . . . . . . . . . .               -                - 
 Proceeds from sale of oil and gas properties. . . . . . . . . . . . .               -                - 
                                                                        ---------------  ---------------

NET CASH PROVIDED BY INVESTING  ACTIVITIES . . . . . . . . . . . . . .         475,438          237,278 
                                                                        ---------------  ---------------

NET INCREASE IN CASH AND CASH EQUIVALENTS. . . . . . . . . . . . . . .          (7,236)           2,312 
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD. . . . . . . . . . .          18,811            1,084 
                                                                        ---------------  ---------------
CASH AND CASH EQUIVALENTS, END OF  PERIOD. . . . . . . . . . . . . . .  $       11,575   $        3,396 
                                                                        ===============  ===============

SUPPLEMENTAL INFORMATION AND NON-CASH INVESTING   & FINANCING ACTIVITY
Interest paid during the year. . . . . . . . . . . . . . . . . . . . .  $       10,503   $          762 
                                                                        ===============  ===============
Income taxes paid during the year. . . . . . . . . . . . . . . . . . .  $            -   $            - 
                                                                        ===============  ===============

Acquisition of oil and gas properties for debt and stock . . . . . . .  $    1,600,700   $            - 
                                                                        ===============  ===============
Notes receivable acquired for debt and stock . . . . . . . . . . . . .  $      100,000   $            - 
                                                                        ===============  ===============
</TABLE>

                                        4
<PAGE>
NOTES  TO  FINANCIAL  STATEMENTS

Note  1.          Acquisition  of  Properties

     Effective April 1, 1998, the Company acquired 16 producing wells and 18,000
acres  in  South  Texas  and  300 acres in South Louisiana valued at $1,700,700.
Consideration  was  992,577  shares  of Common stock (Rule 144), 5,250 shares of
$100  Convertible Preferred stock, $525,000 of Convertible Senior Notes, 300,000
Class  B  Warrants  and 200,000 Class C Warrants.  the transaction was accounted
for  under  the  Purchase  Method  of  Accounting.  Revenues and expenses of the
properties are included in the Company's Statement of Operations beginning April
1,  1998.

     The following pro forma information has been prepared as if the acquisition
had  been  completed  at  the  beginning  of  the  respective  periods:

<TABLE>
<CAPTION>
                                 Nine Months
                             Ended September 30,
                                1998       1997
                             ----------  --------
<S>                          <C>         <C>
Revenues. . . . . . . . . .  $ 195,712   $357,082
Net (loss) income . . . . .  $(283,569)  $ 31,039
Net (loss) income per share  $   (0.04)  $   0.01
</TABLE>

     See  notes  to  financial  statements included in the Company's 1997 Annual
Report  on  Form  10-KSB.

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

RESULTS  OF  OPERATIONS

     Oil  and  gas  sales  of  $76,224  for the quarter ended September 30, 1998
represented  an  increase  of  $16,899  from  the comparable 1997 quarter.  This
increase  was due to an acquisition.  Total expenses of $163,323 for the quarter
ended  September 30, 1998 represented an increase of $19,739 from the comparable
1997  quarter.  The  increase  was  due  to  the increase in overhead due to the
hiring  of  a President and Chief Operating Officer and the additional operating
expenses  related  to  the  properties  acquired.  Total  net  loss  of  $69,209
represented  an  increase  of  $33,754 from the net loss for the comparable 1997
quarter  due  to  the  factors  cited  above,  and  a  non-cash  gain  from debt
restructuring  during  1997  of  $26,303.

     For the nine months ended September 30, 1998, oil and gas sales of $145,150
represented  an  increase  of  $53,240  from  the  comparable 1997 period.  This
increase  was  due to an acquisition.  Total expenses of $470,138 represented an
increase  of  $240,317 from the comparable 1997 quarter. The increase was due to
the  increase  in  overhead due to the hiring of a President and Chief Operating
Officer  and  the  additional  operating  expenses  related  to  the  properties
acquired.  Total  net  loss of $276,393 represented an increase of $227,489 from
the  net loss for the comparable 1997 period due to the factors cited above, and
a  non-cash  gain  from  debt  restructuring  during  1997  of  $56,067.

                                        5
<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

     As  of  September  30,  1998,  the Company had a total equity of $3,102,654
compared  to  $2,124,968  at  December  31,  1997, a 46% increase.  However, the
shares  outstanding  increased  only  17% from 5,859,776 to 6,827,186 during the
same period.  This increase is primarily due to the acquisition of producing and
other  properties  with  equity  of  the  Company.  There  was a working capital
deficit  of  $86,903  at  September 30, 1998 compared to a deficit of $14,358 at
December  31,  1997.


STRATEGY,  BUSINESS  PLANS  AND  NEED  FOR  THE  INFUSION  OF  CAPITAL

     The Company has continued to seek acquisitions of properties for growth and
profit.  Additional  capital  is  needed to complete two identified acquisitions
and  to  develop  undeveloped  reserves  of  the  Company.  Various  sources  of
financing,  including  the  issuance  of  debt  and  equity securities are being
investigated.  (See  "Subsequent  Events")


SUBSEQUENT  EVENTS

     On  October  26  and  28, 1998, the Company signed two Letters of Intent to
acquire  from  two  private  independent  energy  companies,  approximately  60
producing  oil  and  gas  wells  located  in the East Texas Field, Gregg County,
Texas, Billie J. Hall Field, Palo Pinto County, Texas, Denver-Julesberg Basin in
Colorado,  and  South  Louisiana.  In  addition  the  acquired  properties  have
substantial  development  drilling  potential.  Approximately  $170,000 net cash
flow  per  month is being generated by the producing properties of which oil and
gas  revenues  are  approximately  50%  each.

     The  estimated  total future net revenues of the proved developed producing
oil  and  gas  reserves is in excess of $14.5 million based on prevailing energy
prices.

     Empiric's  total  cost  to acquire the various oil and gas properties is in
excess  of  $9.0 million of which the sellers will be issued approximately $1.55
million  in Empiric Common and Convertible Preferred shares, with the balance in
cash.

     Empiric  has  received a favorable early review from a major energy venture
capital  organization  in  granting  a  $25.0  million credit facility, of which
approximately  $7.8  million  will  be used in the acquisition of the previously
described  production  and  properties, with $2.5 million to be used to initiate
production  from  shut-in wells and a drilling program in early 1999.  The $14.7
million  balance will be used for future acquisitions or drilling programs.  The
venture  capital  organization  is  expected  to  purchase  a substantial equity
position from the original $10.0 million investment, with the balance covered by
Senior  Notes.  The entire transaction is subject to new third party engineering
studies,  environmental  due  diligence  and  final  negotiation.

     Empiric's objective is to complete the above proposed transactions prior to
year  end  1998.

                                        6
<PAGE>
Y2K  DISCLOSURES

     The Company has assessed the impact of the Year 2000 concerns regarding its
operations.  Management  uses  accounting  and  engineering software supplied by
third  party vendors.  Each vendor supplying software has been contacted and has
assured  the  Company  in writing that the software is fully compliant with Year
2000  requirements.

     In addition, Management has contacted each third party vendor that provides
auditing,  accounting,  banking,  stock transfer and engineering services to the
company  and  has been assured, in writing, that each vendors' software is fully
compliant  with  Year  2000  requirements.

     The  Company  has  no  internal  information  technology systems and has no
manufacturing  or  process  control  systems  operating  within  the  Company.

     Therefore,  Management believes that there will be no significant financial
impact  to  the  Company.

                                        7
<PAGE>
                                    PART II.

                                OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS
--------     ------------------

     NONE

ITEM  2.     CHANGES  IN  SECURITIES
--------     -----------------------

     Issued  47,800  shares  of  Common  stock, 15,000 shares Class B and 15,000
shares  Class  C  warrants.

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES
--------     ----------------------------------

     NONE

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITIES  HOLDERS
--------     -------------------------------------------------------------

     NONE

ITEM  5.     OTHER  INFORMATION
--------     ------------------

     NONE

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

     NONE

                                        8
<PAGE>
                                   SIGNATURES
                                   ----------


     In accordance with the requirements of the Exchange Act, the Registrant has
caused  this  Form  10-QSB Report to be signed on its behalf by the undersigned,
thereunto  duly  authorized.

EMPIRIC  ENERGY,  INC.


By:  /s/  James  J.  Ling                            Date:   November  13,  1998
------------------------------------
Chairman and Chief Executive Officer



Pursuant  to  the  requirements of the Securities and Exchange Act of 1934, this
report  has  been signed below by the following persons on behalf of the Company
and  in  the  capacities  and  on  the  dates  indicated.

/s/  Clyde  E.  Skeen                                Date:   November  13,  1998
------------------------------------
Clyde  E.  Skeen
Chief  Financial  Officer

/s/  James  J.  Ling                                 Date:   November  13,  1998
------------------------------------
James  J.  Ling
Chairman and Chief Executive Officer

/s/  R.  Renn  Rothrock,  Jr.                        Date:   November  13,  1998
------------------------------------
R.  Renn  Rothrock,  Jr.
President and Chief Operating Officer

                                        9
<PAGE>