Slide 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,

2008

Annual

Report

Form

10-K

and

any

and

all

our

other

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

NASDAQ: GEOI

Proved Reserves: 20.9 Mmboe

(1)

Percent Oil: 52%

Proved Producing: 61%

Percent Proved Developed: 74%

2008 Production: 3,387 Boepd

Percent Operated: 81%

Gross Acreage: 423,216

(2)

Net Acreage: 196,451

(2)

Company Highlights

(1)

Proved reserves include partnership interests and are estimated as of December 31,

2008,

based

NYMEX

strip

pricing;

SEC

prices

resulted

17.5

Mmboe.

See

page

16 for further discussion.

(2)

Acreage

information

presented

throughout

this

presentation

December

31,

2008.

Maps herein exclude minor value properties.

Financial Summary

Selected Balance Sheet Data

Note: The above table does not include the balance sheet effects of hedge accounting for derivative financial instruments which is

required for financial statements presented in accordance with generally accepted accounting principles. See the Company’s SEC

filings for further information.

($ in millions)

December 31, 2008

December 31, 2007

Cash

14.0

24.4

Working Capital - Net

5.3

13.9

Oil & Gas Assets (Successful Efforts)

181.6

181.4

Equity in Partnerships

3.3

1.8

Long-Term Debt

40.0

96.0

Common Stock and Additional Paid in Capital

112.7

79.8

Retained Earnings

21.0

7.5

Financial Summary

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

2005

2006

2007

2008

Key Data:

Avg. realized oil price ($/Bbl)

47.97

54.61

67.20

82.42

Avg. realized natural gas price ($/mcf)

6.86

6.83

6.19

8.12

Oil production (MBbls)

154

184

392

743

Natural gas production (MMcf)

559

577

1,648

2,962

Total Production (MBOE)

247

280

666

1,236

Total revenue

13.8

16.8

40.1

94.6

Net income before tax

(1)

5.0

4.3

8.0

21.3

Net income

5.0

4.2

3.1

13.5

Net income per share (basic)

1.31

0.87

0.25

0.87

EBITDAX

(2)

6.1

8.5

17.5

53.0

EBITDAX per share (basic)

(2)

1.76

1.75

1.42

3.40

Southern Bay, LLC

Predecessor Company

GeoResources, Inc.

Merged Company

Operating Data

(1)

The

2005

2006

financial

information

that

Southern

Bay,

which,

partnership,

was

generally

not

subject

federal

and

state

income taxes.

(2)

EBITDAX is defined as earnings before interest, income taxes, depreciation, depletion and amortization, impairments and exploration

expense. EBITDAX should not be considered as an alternative to net income or cash flow as indications of performance or liquidity. See

the Company’s SEC filings for further information.

Production & Reserve Growth

Growth reflects the reverse merger of Southern Bay

Energy into GeoResources

and the acquisition of

Chandler Energy, a $100 million acquisition in

2007, portfolio high-grading, and drilling and

development activities.

April 2007: Reverse merger and Chandler

acquisition.

Transforms a regional entity into a

multi-basin entity.

October 2007: $100 million acquisition.

Effectively doubled reserves and

production.

2008: Acquisitions and divestitures, high-

graded portfolio and expanded drilling

inventory.

Growth in Production

Growth in Proved Reserves

Management History

1983-April 2007

GeoResources, Inc.

Areas of Operation:

Williston Basin

2004-

2007

Southern Bay Energy, LLC

Areas of Operation:

Gulf Coast, Permian Basin

2000-2007

Chandler Energy, LLC

Areas of Operation:

Williston Basin, Rockies

1988-2000

Chandler Company

Areas of Operation:

Rockies, Williston Basin

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

Balanced Growth Strategy

Asset

Rationalization

Selectively divest assets to upgrade our 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 Control

Target low operating costs and G&A structure.

Modest overhead structure.

Generate additional exploration projects and increase direct participation.

Solicit partners on a promoted basis to reduce average costs, diversify and realize

operating income.

Exploration

Acquire oil and gas properties with significant producing reserves and development

and exploration potential.

Solicit partners in acquisitions on a promoted basis, to diversify, reduce average cost

and generate operating fees.

Acquisitions

Accounts for approximately 82% of GeoResources’

total production.

High-impact exploration potential.

Workover and recompletion potential.

Southern Region

Two 3D seismic projects in progress.

Loco Hills

Maljamar

Harris

M.A.K.

Warwink

Wheeler

Chittim Ranch

Giddings*

*SBE Partners LP properties

Odem

Driscoll

Oak Hill

Golden

Meadow

Quarantine

Bay

Eloi Bay

St. Martinville

Frisco

Continuous successful Austin Chalk drilling program.

Ten wells drilled with 100% success rate.

66 producing wells.

One well currently drilling.

Six wells expected in 2009 and in 2010.

Recent additional acreage acquisitions.

May deploy additional rig with cost reductions.

Shallow Yegua and deeper Eagleford Shale potential.

OKLA Energy Partners

LP properties

Accounts for approximately 18% of Company production.

North Dakota shallow highlights.

Starbuck waterflood

initial installation early 2008.

Recent expansion

Initial response

SW Starbuck waterflood

installation Phase Two recently

completed.

N.E. Landa

expected to be unitized in summer 2009.

Drilled two operated horizontal infill locations in 2008.

Additional horizontal infill locations.

North Dakota Bakken

Highlights (excludes insignificant interests).

Joint venture with 10-15% in more than 35,000 net acres.

One rig program.

13 joint venture wells drilled.

10 additional wells currently scheduled.

Recent acreage acquisitions.

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

Partnership Operations

SBE Partners LP

Catena Oil & Gas, LLC

OKLA Energy Partners LP

2% GP Interest

GeoResources owns a direct working interest in the

partnerships’

properties plus serves as general

partner of the partnerships while operating the majority

of the properties.

Catena Oil & Gas, LLC.

Wholly owned subsidiary; and

2% General Partner interest increases to 35.7%

pending realization of a contractually specified

rate of return.

Planned Exploration & Development Projects

Charts reflect currently scheduled projects.

70% of projects are HBP or long-term leases.

Identified projects are diversified across

GeoResources’

core areas.

2009 budget approximately $30 million.

2009 capital budget between regions

$18.0 million Southern

$12.0 million Northern

Allocation favors low-risk high cash flow projects.

Southern Region Capital Expenditures

$41 million total

Northern Region Capital Expenditures

$42 million total

Proved Reserves –

SEC and Strip Price Case

MBOE

PV-10

(3)

% Developed

% Oil

SEC Prices

(1)

Proved:

Direct Interests

14,592

150,616

80%

60%

Partnership Interests

2,909

30,272

72%

Total Proved

17,501

180,888

79%

51%

Strip Prices

(2)

Proved:

Direct Interests

16,776

270,882

77%

64%

Partnership Interests

4,107

49,499

63%

Total Proved

20,883

320,381

74%

52%

(1)

SEC prices at 12/31/08 were $44.60 / Bbl and $5.62 / Mcf.

(2)

The

NYMEX

oil

strip

used

for

the

12/31/08

estimate

ranged

from

$54.29

Bbl

for

2009

$76.09

Bbl

for

years

2015

and beyond. The NYMEX gas strip ranged from $6.62 / Mcf

for 2009 to $7.23 / Mcf

for years 2015 and beyond.

(3)

Present

Value

Discounted

10%

(“PV10”)

Non-GAAP

measure

that

differs

from

the

GAAP

measure

“standardized

measure

discounted

future

net

cash

flows”

that

PV10

calculated

without

regard

future

income

taxes.

For

presentation

the

standardized

measure

discounted

futures

net

cash

flows;

see

the

Company’s

12/31/08

Annual

Report

SEC

Form

10-K.

Furthermore,

using

the

NYMEX

strip

prices

not

GAAP,

but

provided

for

information to interested parties.

Proved and Potential Reserves –

Strip Price

MBOE

% Developed

% Oil

Proved:

Direct Interests

16,776

77%

64%

Partnership Interests

4,107

63%

Total Proved

20,883

74%

52%

Other Non-Proved Potential

(1)

8,057

Total

28,940

Cautionary

Note:

The

SEC

permits

oil

and

gas

companies

disclose

only

proved

reserves

their

filings.

GeoResources

uses

the

term

"non-

proved

potential,"

which

SEC

guidelines

strictly

prohibit

the

Company

from

including

SEC

filings.

These

non-proved

potential

reserve

estimates

were

prepared

management

and

the

Company's

technical

staff

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

material

revisions

based

numerous

factors,

including

drilling

success,

production

history

and

oil

and

gas

price

changes.

You

are

urged

read

the

Company's

Annual

Report

SEC

Form

10-K

for

the

year

ended

December

31,

2008,

and

its

other

SEC

filings.

(1)

Represents

non-proved

reserve

potential

associated

with

existing

fields

prospects

that

are

scheduled

and

reasonably

expected

drilled

within

the

Company's

current

budget.

For

competitive

purposes,

totals

and

disclosures

NOT

INCLUDE

certain

projects

with

active

leasing,

unitization or other activities which may result in additional drilling and development locations.

Selected Upside Projects

Reserve Potential

(1) Estimated participation in 50 wells pending

continued favorable drilling results. Does not

include in-fill drilling or Three Forks/Sanish

horizontal potential.

(2) Does not include Pearsall shale.

(3) Does not include Yegua

or deep Eagleford

potential.

(4) Includes net interest in 6 non-proved

locations.

(5) Represents Company estimated base case.

Excludes deep potential below 16,000 ft.

(6) Includes one proved and three non-proved

locations. 3rd seismic shoot may alter non-

proved locations 9sub-surface_ and many

result in additional locations.

(7) Base case economics.

Non-Proved

Potential

(reserves in Mboe)

Bakken

Shale

(1)

ND, MT

1,175

Oil

Chittim

(2)

189

Gas

Giddings

(3)

529

Gas

Mak

143

Oil

Northeast Landa

ND, MT

384

Oil

North Parc

Purdue

Oil

Odem

Oil

Oklahoma (various net)

(4)

257

Gas

Quarantine Bay

(5)

1,818

Gas/Oil

Roth-Leonard

333

Oil

Sherman/Wayne

667

Oil

St. Martinville

(6)

864

Oil

SW Starbuck

170

Oil

Starbuck Waterflood

Unit

(7)

1,397

Oil

Non-Proved Potential

8,057

Field

State

Primary Product

Bakken Shale –

East Nesson

Joint venture with varying working interests

ranging from 10% to 15% in more than 35,000

acres.

Recent acreage acquisition.

Allows the Company to amass a large database

and understanding of the technical and

operational aspects.

13 horizontal Bakken Shale wells drilled and in

process of completing with Ten currently

scheduled. Permitting additional locations.

(1)

Initial production rates range from 400 to 1,400

Bopd per well.

(1)

Well counts exclude numerous wells with nominal interests.

Bakken Shale

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

Giddings Field

Approximately 67,000 acres.

Producing properties and acreage in the Austin

Chalk formation.

GEOI owns an average direct working

interest of 7.2% in the core development

area.

Partnership owns 82.8%.

GEOI owns 2% general partner interest.

Incremental reversionary interest of 33.7%.

Ten Wells drilled –

100% success.

Additional upside includes:

Multiple wells with rate increase potential

from slick water fracture stimulations.

At least 15 additional locations.

Shallow Yegua potential and deeper

Eagleford Shale potential.

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

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.

Shallow zone potential (<10,500 ft):

Numerous behind pipe opportunities due to

multiple stacked sand reservoirs.

Rate acceleration wells.

Pending prices and drilling cost

reductions.

Significant deep potential (>10,500 ft):

Schlumberger reprocessed and interpreted

the 3-D seismic data.

Initial prospect.

Multiple objectives to 16,000 ft.

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

Sherman & Wayne Fields

GeoResources holds 1,090 gross and 967 net

acres 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.

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

Starbuck Waterflood Unit

Unitized effective November 1, 2007 and

includes over 6,000 acres.

95.8% working interest.

Phase One waterflood installation completed

early 2008.

Recent initial response.

Phase Two waterflood expansion

substantially 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 1.4 Mmbbls.

The Company estimates additional reserves of

1.0 –

2.4 Mmbbls.

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