SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC  20549

                                   FORM 10-QSB/A

[X]     Quarterly  report  under  Section 13 or 15(d) of the Securities Exchange
        Act  of  1934  for  the  quarterly  period  ended  JUNE  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 of           (IRS Employer Identification No.)
incorporation or organization)

      12750 MERIT DRIVE, SUITE 750
             DALLAS, TEXAS                            75251-1609
(Address of principal executive offices)              (Zip Code)

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

Check  whether  the  issuer  (1)  has  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  June  30,  1998.                                      6,779,386
                                                                       ---------


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>
 Item 1. . . .  Financial Statements                                               1
 Item 2. . . .  Management's Discussion and Analysis of Financial Condition
                          and Results of Operations                                5
PART II
 Item 1. . . .  Legal Proceedings                                                  7
 Item 2. . . .  Changes in Securities                                              7
 Item 3. . . .  Defaults Upon Senior Securities                                    7
 Item 4. . . .  Submission of Matters to a Vote of Securities Holders              7
 Item 5. . . .  Other Information                                                  7
 Item 6. . . .  Exhibits and Reports on Form 8-K                                   7
SIGNATURE PAGE                                                                     8
</TABLE>
<PAGE>
                              SIGNATURES


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

EMPIRIC  ENERGY,  INC.

By: /s/ James J. Ling                   Date:  October 13, 1998
--------------------------------------
  James J. Ling
  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.


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

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


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

<PAGE>