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 June 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 June 30, 1997, there were 5,041,387 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
                                               June 30
                                                 1997              December 31,
                                              (Unaudited)             1996   
Current assets
  Cash                                         $    384             $  1,084
  Accounts receivable                           105,073               69,217
  Note Receivable-Texoil                         31,000               31,000
           Total current assets                 136,457              101,301

Oil and gas properties, using full
 cost accounting
  Properties being amortized                  3,947,181            3,894,172

Less accumulated depreciation, depletion,
  amortization and impairment                 1,548,279            1,535,833
    Net oil and gas properties                2,398,902            2,358,339

Other assets
  Other property and equipment, at cost,
   less accumulated depreciation                  1,590                4,133
  Other                                           2,076                2,742
    Total other assets                            3,666                6,875
TOTAL ASSETS                                 $2,539,025           $2,466,515


LIABILITIES AND STOCKHOLDERS' EQUITY

                                             June 30,
                                               1997              December 31,
                                             (Unaudited)             1996    
Current liabilities
 Accounts payable                            $  229,228            $ 257,713 
 Due to stockholders                             86,925               22,627 
 Short-term notes payable                        35,000              174,850 
     Total current liabilities                  351,153              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 5,041,387 shares and
   4,307,003, respectively                       50,399               43,307 
  Additional paid-in capital                  4,183,893            3,579,342 
  Retained deficits                          (2,046,420)          (2,060,127)
       Total stockholders' equity             2,187,872            2,011,325 

   TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                    $2,539,025           $2,466,515 


STATEMENTS OF OPERATIONS
                                  Six Months Ended        Three Months Ended
                              June 30, (unaudited)       June 30, (Unaudited)
                                1997         1996         1997         1996
Revenues
 Oil and gas sales            $ 64,496    $ 43,231      $ 32,611      $22,663 
  Total Revenues                64,496      43,231        32,611       22,663 
Expenses
 Production                     23,914      37,142         6,956       22,598 
 Depreciation, depletion,
  and amortization              12,446      38,203         8,169       12,882 
 Interest                        5,479      15,372         1,683        7,350 
 General and administrative    101,649      82,369        40,443       57,558 
   Total expenses              143,489     173,086        57,251      100,388 

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

 Income-debt restructuring      70,196          -         40,432          -   
 Interest income                    -           -             -           -   
   Total other income           92,696     22,500         51,682       11,250 

Loss before provision for income
  taxes                         13,704   (107,354)        27,043      (66,474)

Provision for income taxes          -           -             -            -  

NET (LOSS)/PROFIT             $(13,704) $(107,354)       $27,043     $(66,474)

Primary earnings per
     share                     $(0.003)   $(0.025)        $0.006      $(0.016)


STATEMENTS OF CASH FLOWS (UNAUDITED)

                                                     Six Months Ended
                                                         June 30,
                                                  1997                 1996  

Cash flows from operating activities
 Net loss                                       $ 13,707          $ (107,355)
 Adjustments to reconcile net loss to net
  cash provided by operating activities
   DD&A                                           12,446              38,203 
   Depreciation and amortization                   3,940               3,458 
   (Increase) decrease in:
     Accounts receivable-trade                   (35,854)            (22,500)
     Other assets                                   (731)                  1 
    Increase (decrease) in:
     Accounts payable and accrued
      expenses                                    35,811             102,834 
NET CASH PROVIDED BY OPERATING 
  ACTIVITIES                                      29,319              14,641 

Cash flows from investing activities
 Capital expenditures                            (53,009)            (39,496)
NET CASH USED BY INVESTING
  ACTIVITIES                                     (53,009)            (39,496)

Cash flows from financing activities
 Short-term notes payable                       (139,850)             25,000 
 Long-term debt retired                              -                    -  
 Proceeds from issuance of common and
    preferred stock                              162,840                  -  
NET CASH PROVIDED BY INVESTING
  ACTIVITIES                                      22,990              25,000

NET INCREASE IN CASH AND CASH
  EQUIVALENTS                                       (700)                145 
Cash and cash equivalents, at beginning
  of period                                        1,084                  -   
CASH AND CASH EQUIVALENTS, END 
  OF PERIOD                                      $   384              $  145 


Cash (received) paid during the year for:
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 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, Texas, 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.  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.

     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 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
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
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 June 30, 1997, disclosed revenues of $32,611 and a net gain of
$27,043 as compared with revenues of $22,663 and a net loss of $6,645,
respectively, for the similar three month period ended March 31, 1996. 
The small book profit for the current quarter ended June 30, 1997, reflected
a non-recurring gain of $40,322 caused by the Company's continuing debt
restructuring program.  For the first time, minimal revenues from the
Company's interest in the Westar gas properties in Pennsylvania were also
included in the financial results for the three month period ended June 3,
1997.

FINANCIAL CONDITION DISCUSSION

     The Company balance sheet condition and its equity to debt ratio
continues to improve due to the debt reduction and restructuring program
described above.  At June 30, 1997, the equity to debt ratio was 6.2 times
debt coverage as compared with 2.4 times one year ago on June 30, 1996. 
Currently, the Company has no long-term debt.  

     Notwithstanding the improvement in the balance sheet, the Company
has a deficit working capital of $214,696 at June 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.  It
is anticipated that funds provided from the expected sale of the Panhandle
properties will be utilized for these purposes as described below.

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.  In this
connection, the Company has entered into a letter agreement with a Texas-
based energy firm to sell its principal working interest in its West Texas
Panhandle producing properties for $300,000 cash along with a two year
option to purchase a working interest in 13,500 leasehold acres for
approximately $550,000.  This agreement is subject to the normal due
diligence by both parties and is anticipated to be closed before the end of
the third calendar quarter ended September 1997.

                     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: August 15, 1997

                               EMPIRIC ENERGY, INC.



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



                               By:_____James J. Ling______________
                                    James J. Ling
                                    President