SLIDESHOW PRESENTATION

Forward-Looking Statements

Information

herein

contains

forward-looking

statements

that

involve

significant

risks

and

uncertainties,

including

our

need

replace

production

and

acquire

develop

additional

oil

and

gas

reserves,

intense

competition

the

oil

and

gas

industry,

our

dependence

our

management,

volatile

oil

and

gas

prices,

costs

associated

with

hedging

activities

and

uncertainties

our

oil

and

gas

estimates

proved

reserves

and

reserve

potential,

which

may

substantial.

addition,

all

statements

estimates

made

the

Company,

other

than

statements

historical

fact,

matters

that

may

will

occur

the

future

are

forward-

looking

statements.

Readers

are

encouraged

read

our

December

31,

2007

Annual

Report

Form

10-KSB/A

and

any

and

all

other

relevant

documents

filed

with

the

SEC

regarding

information

about

GeoResources

for

meaningful

cautionary

language

respect

the

forward-looking

statements

herein.

Interested

persons

are

able

obtain

free

copies

filings

containing

information

about

GeoResources,

without

charge,

the

SEC’s

Internet

site

(http://www.sec.gov).

There

duty

update

the

statements

herein.

Company Overview

2,955

December 2007 production (boepd)

11.5

Proved reserves (Mmboe)

Southern Region

649

December 2007 production (boepd)

4.2

Proved reserves (Mmboe)

Northern Region²

Proved reserves, PV-10 and acreage figures as of December 31, 2007. All figures exclude Oklahoma acquisition.

Maps herein exclude minor value properties.

Stock price as of June 4, 2008.

The Company owns a 2% general partner interest in SBE Partners LP.

Based on total proved reserves.

NASDAQ: GEOI

Market

Capitalization:

$402

million³

Proved Reserves: 15.7 Mmboe

Percent Oil: 69%

Percent Proved Developed: 85%

December Production: 3,603 Boepd

Proved Reserves/Production Ratio: 13.6x

PV-10 excluding interest in

SBE Partners LP: $382 million

PV-10 including interest in

SBE Partners LP: $417 million

Percent Operated: 81%

Gross Acreage: 372,748

Net Acreage: 208,204

Net Producing Wells: 443.6

Company Highlights¹

Experienced Management Team

Years

Name & Title

Experience

Comments

Frank A. Lodzinski

• President of Southern Bay Energy, LLC since its formation in 2004

CEO, President, Chairman of the Board

• President of Texoil, Inc. from 1997 until its sale to Ocean Energy in 2001

• Founded Hampton Resources Corporation and served as president from 1992 until

its sale to Bellwether Exploration Company in 1996

Collis P. Chandler, III

• President and sole owner of Chandler Energy, LLC since its inception in 2000

Executive Vice President, Chief Operating

Officer-Northern Region, Director

• Vice President of the Chandler Company from 1988 through 2000

Francis M. Mury

• Worked in several prior ventures with Mr. Lodzinski since 1989

Executive Vice President, Chief Operating

Officer-Southern Region

• Active in the oil and gas industry since 1974

Howard E. Ehler

• Employed by Southern Bay Energy, LLC as Vice President and CFO since 2005

Vice President, Chief Financial Officer

• Employed as Vice President and CFO of AROC, Inc. from 2001 through 2004

Robert J. Anderson

• Employed by Southern Bay Energy, LLC as Vice President, Acquisitions since 2005

Vice President of Business Development-

• Petroleum Engineer with MBA

Acquisitions & Divestitures

• Domestic and international experience

Management Overview

Management History

1984-April 2007

GeoResources, Inc.

Areas of Operation:

Williston Basin

2004-April 2007

Southern Bay Energy, LLC

Areas of Operation:

Gulf Coast, Southwest

2000-April 2007

Chandler Energy, LLC

Areas of Operation:

Williston Basin, Rockies

April 2007-Present

GeoResources, Inc.

Areas of Operation:

Gulf Coast, Southwest,

Williston Basin, Rockies

Significant operations and financial

experience

Management’s historic areas of

operation have been focused on

GeoResources’

core areas.

Extensive industry relationships.

Prior track record includes:

1992-1996

Hampton Resources

Corporation

Areas of Operation:

Gulf Coast

1997-2001

Texoil Inc.

Areas of Operation:

Gulf Coast, Permian Basin

2001-2004

AROC Inc.

Areas of Operation:

Gulf Coast, Permian Basin,

Mid-Continent

Organizational Structure

GeoResources owns a direct working interest in partnership properties and in addition, owns a 2% general partner interest that reverts to 35.66% upon realization of a

contractually specified rate of return.

GeoResources, Inc.

G3 Energy, LLC

(Northern Region)

G3 Operating, LLC

Southern Bay Operating, LLC

SBE Partners LP

Catena Oil & Gas, LLC¹

Southern Bay Energy, LLC

(Southern Region)

OKLA Energy Partners, LP

2% GP Interest

Balanced Growth Strategy

Asset

Rationalization

Selectively divest assets to upgrade the portfolio and focus on existing fields and

new projects with greater development and exploitation potential

Implement re-engineering and development programs within existing fields

Cost Reduction

Target low operating cost and G&A structure

Modest overhead structure

Pursue exploration projects and increase direct participation over time

Solicit industry partners on a promoted basis in order to diversify, reduce average

cost and generate operating fees

Exploration

Acquisition

oil

and

gas

properties

with

significant

producing

reserves

and

development and exploration potential

Solicit industry partners in acquisitions, on a promoted basis, in order to diversify,

reduce average cost and generate operating fees

Acquisitions

Production & Reserve Growth

2007 growth reflects the reverse merger of

GeoResources Inc., Southern Bay Oil & Gas

L.P., and Chandler Energy, LLC, in April, the

October acquisition of AROC Energy LP and

drilling and development activities.

April 18, 2007: GeoResources completes

merger with Southern Bay and Chandler.

Transforms from a regional player to a

national exploration and production

enterprise

October 18, 2007: GeoResources completes

acquisition of AROC for $91.1 million.

Effectively doubled reserves and

production

Growth in Production

677

767

1,827

3,603

700

1,400

2,100

2,800

3,500

4,200

2005

2006

2007

December 2007

Growth in Proved Reserves

15.7

2.2

2.5

1.8

2004

2005

2006

2007

2008-2009 Capital Budget / Drilling Program

Exploitation and exploration upside

prompted the Company to increase its

2008-2009 capital budget to $61.5

million from the previously announced

$40.0 million.

Budgeted expenditures are diversified

across GeoResources’

core areas.

2008-2009 Southern Region Capital Expenditures

Quarantine Bay,

$5.6

Exploratory

drilling, $2.2

Water-flood

expansion, $1.3

Austin Chalk ,

$7.2

Acreage, seismic

& other, $4.0

Other

development

drilling, $2.8

Re-engineering,

$2.7

$25.7 million total

2008-2009 Northern Region Capital Expenditures

Horizontal

development

drilling, $11.9

Bakken Shale ,

$9.0

Acreage, seismic

& other, $2.9

Other

development

drilling, $1.7

Re-engineering,

$0.6

Water-flood &

associated

drilling, $9.7

$35.8 million total

($ in millions)

Accounts for approximately 82% of GeoResources’

total production.

206,402 gross (97,961 net) acres.

Deep, high-impact exploration potential in Texas and

Louisiana.

Southern Region

Two 3D seismic projects in progress and should be finished in 2008 with drilling scheduled for 2009.

Recently divested non-core properties for approximately $15.5 million.

Loco Hills

Maljamar

Harris

M.A.K.

Warwink

Wheeler

Ozona

Chittim Ranch

Giddings*

*SBE Partners LP properties

Black Warrior

Odem

Driscoll

Keeran

Oak Hill

Golden

Meadow

Quarantine

Bay

Eloi Bay

St. Martinville

Frisco

Workover and recompletion upside.

One-rig drilling program will spud five to six new wells in 2008

and similar amount in 2009 in Austin Chalk .

South Louisiana exploration drilling has resulted in two discoveries in 2008 with two to three additional prospects

left to drill in 2008-2009.

OKLA Energy Partners

LP properties

Oklahoma Acquisition

Producing properties and acreage acquired from

multiple sellers in Partnership with GE for $60.5

million.

GEOI owns 18% of seller’s interest

GEOI owns 2% General Partner interest that

increases to 35.66% after predetermined IRR

Partnership owns 82% of seller’s interest

200 producing wells across multiple fields.

70 wells operated by GEOI sub.

>76% of proved reserves on operated properties.

Approximately 100 drilling locations with the

majority Proved Undeveloped.

December 2007 net production of 3.4 MMCFED.

Production is 86% gas/14% oil.

Future capex for proved undeveloped drilling

estimated at $30 million.

Oklahoma Acquisition

Accounts for approximately 18% of Company production.

166,346 gross (110,243 net) acres.

$9.0 million in capex dedicated to the Bakken Shale play.

North Dakota/Bakken highlights.

Starbuck waterflood finished installation in early 2008

Initiated two additional waterfloods in existing fields

Drilled two operated horizontal infill locations in 2008. Five

additional horizontal wells budgeted in operated fields in 2008

and 2009.

Three Bakken wells drilled and 11 currently scheduled in joint

venture with Slawson Exploration. Additional locations being

permitted. One dedicated rig. Possibility of additional rig with

increase in scheduled locations. Excludes insignificant interests in

undivided acreage.

$7.9 million Williston Basin acquisition closed on January 31, 2008.

106 Boepd

1.1 Mmboe of proved reserves

89% oil

Northern Region

ALBERTA

MANITOBA

SASKATCHEWAN

Newporte

Sherman/Wanye

Landa

Starbuck

Comertown

Fairview/Mondak

Sioux Pass

Four Mile Creek

Patent Gate

Flat Top

Note: Highlighted area represents the Williston Basin.

Bakken JV

Upside Projects

As set forth in the in 2008-2009 $61.5 million capital budget / drilling program, the Company is seeking to exploit

significant potential reserves from its existing fields.

Reserve Potential

Includes first 10 wells currently budgeted at East Nesson in North Dakota and one well budgeted in

Montana; the program could be expanded or curtailed substantially depending on drilling results.

Does not include Pearsall formation potential.

Includes two initial test wells below 10,500 feet.

Does not include additional drilling which may result from a 3-D seismic shoot.

(reserves in Mboe)

Non-Proved

Primary

Field

State

Potential

Product

Bakken Shale

ND, MT

740

Oil

Chittim

Gas

Giddings

495

Gas

MAK

143

Oil

Northeast Landa

384

Oil

Odem

Oil

Quarantine Bay

13,787

Gas/Oil

Roth-Leonard

307

Oil

Sherman/Wayne

667

Oil

St. Martinville

142

Oil

Starbuck Unit

1,397

Oil

Non-Proved Potential

18,249

Proved Reserves (as of 12/31/2007)

15,713

Total Proved & Non-Proved Potential

33,962

Cautionary Note:

The SEC permits

oil and gas companies to disclose only

proved reserves in their filings.

GeoResources uses the term “non-

proved potential”, which SEC

guidelines strictly prohibit the

Company from including in SEC

filings. These non-proved potential

reserve estimates tabulated to the left

were prepared by management and

the Company’s technical staff in

accordance with industry practices.

Non-proved quantities estimated

herein are imprecise forward-looking

statements and substantially less

certain than proved reserves. All

reserve estimates are inherently

imprecise and are subject to material

revisions based on numerous factors,

including drilling success, production

history and oil and gas price changes.

You are urged to read closely the

disclosures in the Company’s Annual

Report on Form 10-KSB/A for the year

ended December 31, 2007, and

GeoResources’

other SEC filings.

Quarantine Bay

GeoResources has a 7% working interest above

10,500 feet and a 33% working interest below

10,500 feet, in approximately 14,000 acres.

Operated by Cox Operating, LLC, a company with

extensive offshore experience in this area.

Shallow zone potential (<10,500 ft):

Numerous behind pipe opportunities due to

multiple stacked sand reservoirs

Detailed

field

study

progress

–

initial

four

recompletions will be finished in the second

quarter 2008

Deep zone potential (>10,500 ft):

Schlumberger has been engaged to reprocess

the 3-D seismic data

Identified 13 seismically defined prospects

Expected to drill first two prospects in 2009

Quarantine Bay Field

New

Orleans

Black Bay

Breton Sound

Eloi

Bay

Lake Salvador

Lake Borgne

Lake Ponchartrain

Quarantine Bay

Violet

Westwego

Belle Chasse

Braithwaite

Pointe A La Hache

Port Sulphur

Quarantine Bay

Oil & Gas Field

New

Orleans

Black Bay

Breton Sound

Eloi

Bay

Lake Salvador

Lake Borgne

Lake Ponchartrain

Quarantine Bay

Violet

Westwego

Belle Chasse

Braithwaite

Pointe A La Hache

Port Sulphur

Quarantine Bay

Oil & Gas Field

Bakken Shale –

East Nesson

GeoResources has varying working interests

ranging from 10% to 15% in approximately

26,000 acres.

Participating in an active leasehold acquisition

program in cooperation with Slawson

Exploration.

Allows the Company to amass a large

database and early understanding of the

technical and operational aspects

Three horizontal Bakken Shale wells drilled and

in process of completing. 11 currently scheduled.

Permitting additional locations.

Bakken Shale

Note: Yellow-highlighted areas represent the Company’s acreage

position.

Austin Chalk –

Giddings Field

The Company and its affiliated partnership

control 36,977 gross acres (35,391 net) that are

held by production and an additional 11,253

gross (8,520 net) leased acres.

The properties are operated by GeoResources

with an average direct working interest of 6.7%

(7.2% in the core development area).

Incremental reversionary interest of 35.7%

through SBE Partners LP; PV-10 of $34.6

million.

Upside consists of multiple wells that have the

potential for rate increase through the use of slick

water fracture stimulations and nine proved

undeveloped horizontal drilling locations.

GeoResources has implemented a development

program and expects to spud a new well every

60-75 days for the next three years.

Austin Chalk Play

Houston

Master’s

Creek field

Texas

Louisiana

Arkansas

Gulf of Mexico

Brookeland

Giddings

Pearsall

Mississippi

North

Bayou Jack

Mexico

Houston

Master’s

Creek field

Texas

Louisiana

Arkansas

Gulf of Mexico

Brookeland

Giddings

Pearsall

Mississippi

North

Bayou Jack

Mexico

Starbuck Unit

Unitized effective November 1, 2007 and

includes 6,619 gross acres (6,044 net), in which

GeoResources has a 91.3% working interest.

Phase one waterflood, including four injection

wells, water plant and flow lines and initial water

injection has been completed.

The Starbuck Midale zone has produced 584

Mbbls and the Berentson zone has produced 754

Mbbls on primary recovery, for total field

production of 1.3 Mmbbls.

The Company estimates remaining primary

reserves of approximately .9 Mmbbls of oil and

additional reserve potential of 1.4 Mmbbls of oil.

Starbuck Unit

HAAS

North Dakota

LANDA NE

LEONARD

ZION

LANDA

ROTH N

ROTH

SHERMAN

WAYNE

STARBUCK

CANADA

Bottineau County

T163N

T162N

T161N

R79W

R81W

R80W

R82W

R83W

HAAS

North Dakota

LANDA NE

LEONARD

ZION

LANDA

ROTH N

ROTH

SHERMAN

WAYNE

STARBUCK

CANADA

Bottineau County

T163N

T162N

T161N

R79W

R81W

R80W

R82W

R83W

Sherman & Wayne Fields

GeoResources holds 1,090 gross acres (967 net)

and operates the fields.

Average working interest of 76% and an average

net revenue interest of 64%.

Proved upside in this field consists of four proved

undeveloped horizontal infill locations.

Two development wells drilled in 2008.

The Oscar Fossum H5 is currently producing 140

BOPD.

BSS-H2 being completed.

Sherman & Wayne Fields

HAAS

North Dakota

LANDA NE

LEONARD

ZION

LANDA

ROTH N

ROTH

SHERMAN

WAYNE

STARBUCK

CANADA

Bottineau County

T163N

T162N

T161N

R79W

R81W

R80W

R82W

R83W

HAAS

North Dakota

LANDA NE

LEONARD

ZION

LANDA

ROTH N

ROTH

SHERMAN

WAYNE

STARBUCK

CANADA

Bottineau County

T163N

T162N

T161N

R79W

R81W

R80W

R82W

R83W

Financial & Operating Summary

($ in millions, except per share data and unit metrics)

Predecessor Company

Merged Company

Southern Bay, LLC

GeoResources, Inc.

2005

2006

2007

1st Quarter 2008

Key Data:

Avg. realized oil price ($/Bbl)

$47.97

$54.61

$67.20

$81.00

Avg. realized natural gas price ($/Mcf)

$6.86

$6.83

$6.19

$7.73

Oil production (Bbls)

153,962

183,823

391,565

200,000

Natural gas production (Mcf)

559,419

576,550

1,648,423

809,000

Total Production (Boe)

247,199

279,915

666,302

334,833

Growth

13.2%

138.0%

Net income

$5.0

$4.3

$3.1

$4.2

Net income per share (basic and diluted)

$1.31

$0.87

$0.25

$0.29

EBITDAX

$6.1

$8.5

$17.5

$12.3

Cashflow from operations

$6.4

$9.2

$20.6

$7.2

Capital expenditures

$2.4

$5.8

$3.8

$5.1

Acquisitions (excl. from capital expenditures)

$8.4

$9.6

$151.6

$7.9

Unit Metrics ($/Boe):

Revenue (with hedges)

$54.82

$60.04

$60.21

$66.98

Production expenses

(16.46)

(19.00)

(20.56)

(22.94)

Re-engineering and workovers

(1.16)

(1.37)

(3.14)

(2.08)

SG&A

(9.50)

(10.02)

(9.77)

(5.33)

Other

(3.22)

0.74

(0.44)

0.01

EBITDAX

$24.48

$30.39

$26.30

$36.64

Key Operating Data

Note:

EBITDAX

defined

earnings

before

interest,

income

taxes,

depreciation,

depletion

and

amortization,

and

exploration

expense.

EBITDAX

should

not

considered

alternative

net

income

(as

indicator

operating

performance)

alternative

cash

flow

(as

measure

liquidity

ability

service

debt

obligations)

and

not

accordance

with,

nor

superior

to,

generally

accepted

accounting

principles,

but

provides

additional

information

for

evaluation

GeoResources’

operating

performance.

Capitalization

($ in Millions)

3/31/2008

Cash

$17.2

Revolving Credit Facility

86.0

Shareholders' Equity¹

91.7

Total Capitalization

$177.7

Proved Reserves (Mmboe)

15.7

Net Debt / Proved Reserves (Boe)

$4.38

Net Debt / Total Capitalization

38.7%

Strong balance sheet affords the

Company the financial flexibility to

execute its drilling program.

GeoResources Capitalization

Excludes accumulated other comprehensive loss of $31.3 million which

is a charge to shareholders’

equity required by GAAP hedge accounting.

Commodity Price Hedging Summary

As part of GeoResources’

risk management strategy, the Company seeks to hedge a significant

portion of production.

1,206

1,757

276

1,287

1,079

300

600

900

1,200

1,500

1,800

2008

2009

2010

2011

Swaps

Collars

Natural Gas Hedges

$5.08

$4.00

$5.50

$7.00

$8.50

$10.00

$11.50

$13.00

2008

2009

2010

2011

Collar Range

Swap Price

Natural Gas Hedge Prices

$7.00

$9.72

$10.75

$9.90

$9.20

120

368

322

282

314

167

250

333

417

500

2008

2009

2010

2011

Swaps

Collars

Crude Oil Hedges

$80.19

$76.00

$74.71

$74.37

$60.00

$65.00

$70.00

$75.00

$80.00

$85.00

$90.00

2008

2009

2010

2011

Collar Range

Swap Price

Crude Oil Hedge Prices

$65.00

$75.10