UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x	Definitive Proxy Statement
o	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

GeoPetro Resources Company
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
x	No fee required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)		Title of each class of securities to which transaction applies:

	(2)		Aggregate number of securities to which transaction applies:

	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)		Proposed maximum aggregate value of transaction:

	(5)		Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

One Maritime Plaza

Suite 700 · San Francisco CA · 94111

(415) 398-8186 · Fax: (415) 398-9227

April 29, 2008

Dear Shareholder:

It is a pleasure to invite you to the Company’s 2008 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on June 27, 2008 at 10:30 a.m. Pacific Daylight Time, at Le Meridien San Francisco, Mercantile Room, 333 Battery Street, San Francisco, California, 94111. I hope you will be able to attend.

At this year’s Annual Meeting, shareholders will be asked to elect seven directors and to ratify the appointment of Hein & Associates LLP to serve as GeoPetro’s independent public accounting firm for the year ending December 31, 2008. In addition, shareholders will transact any other business that may properly come before the meeting.

I am pleased to inform you that we are taking advantage of the Securities and Exchange Commission’s new rules that allow us to furnish our proxy statement and related proxy materials to our shareholders over the Internet. We believe the new rules will expedite shareholders’ receipt of proxy materials and lower our costs of delivery. The “Information Concerning Solicitation and Voting” section of this proxy statement contains instructions on how you can receive a paper copy of the proxy statement and annual report.

Please know that your vote is very important to us and we encourage you to vote promptly. Whether or not you expect to attend the Annual Meeting in person, please vote via the Internet or request a paper proxy card to complete, sign and return by mail so that your shares may be voted.

The Past Year in Retrospect

This past year was marked by significant progress for our company in many respects:

As previously announced, in 2005 we secured a commitment from Madisonville Gas Processing, LP (“MGP”) to install and make operational additional treating facilities capable of treating 50 MMcf/d (million cubic feet per day) of natural gas, which combined with the capacity of the current in-service treating facilities will represent a total designed treating capacity of 68 MMcf/d of natural gas for the gas treatment plant servicing our Madisonville Project wells. In October 2007, MGP informed us that they had partially completed construction of the additional treating facilities. Subsequently in November 2007, MGP commenced phase-in of the additional treating capacity reaching a temporary peak inlet volume of 21 mmcf/d out of the total contracted 50 mmcf/d design capacity at such facilities. However, operations at the additional treating facilities were suspended by MGP in December 2007 in order to make the necessary modifications to effectively deal with the presence of diamondoids in the gas stream produced from the Rodessa Formation. A diamondoid is a rare, naturally occurring compound that can segregate out of the gas stream upon a decrease in temperature and pressure and as such, could cause operational problems for the nitrogen rejection portion of the additional treating facilities. MGP has obtained a detailed laboratory composition analysis of the diamondoids and is currently finalizing plans for modifications to the operating system. MGP indicates that removal of the diamondoids will require flowing the natural gas stream through a diesel contactor after the gas stream has had the hydrogen sulfide and carbon dioxide removed. Through this contactor process, the diesel will absorb the diamondoids from the gas stream prior to entry into the nitrogen removal tower. MGP expects to complete installation of the system modifications required

in the new plant by the second or third quarter of 2008. In the meantime, the existing, in service portion of the plant continues to treat approximately 15 million cubic feet per day of inlet gas.

During 2007, our 12% owned subsidiary, C-G Bengara drilled a total of four wells on the Bengara II Production Sharing Contract (“PSC”), located in East Kalimantan, Indonesia. The technical information provided by drilling and testing results to date confirm the presence of an oil accumulation. However the data is not yet adequate to conclusively demonstrate the extent of the oil accumulation or that it has sufficient size of oil reserves to economically justify a full commercial development. Further technical information is required prior to commencing development.

Looking Forward

Looking forward, we believe we are well positioned for future growth:

Representatives of MGP have indicated that they expect operations to resume at the additional treating facilities, and treatment capacity of 68 MMcf/d of natural gas at the plant to be in place and operational by the second or third quarter of 2008. We believe the completion of the plant expansion will result in higher net gas production, increased revenue and improved operating results during 2008. In addition, later in 2008, we plan to commence the drilling of a Madisonville Field deep test well to a depth sufficient to test the Smackover formation, at an estimated depth of approximately 18,000 feet. We currently produce from the Rodessa zone at approximately 12,000 feet in the Madisonville Field. We believe there are as many as six prospective zones below the Rodessa zone, including the Sligo, Travis Peak, Cotton Valley Sand, Bossier, Cotton Valley Lime and Smackover formations.

In our Bengara II PSC, C-G Bengara has prepared a preliminary plan of development for the Seberaba discovery based upon drilling and testing results from the Seberaba-1 and 3 wells. Further testing is expected to be conducted in 2008. In addition to these well test results, C-G Bengara feels additional technical information is needed prior to finalizing the formal plan of development and submitting it for approval to the Indonesian oil and gas authorities. Approval of the formal plan of development would automatically invoke the final 20-year production period of the Bengara-II PSC through December 3, 2027. C-G Bengara has submitted the preliminary plan to the Indonesian authorities together with a request for additional time to implement the plan and thereby obtain the additional data needed to further appraise and prove up the Seberaba discovery prior to completing and submitting the formal plan of development. Approval is expected but not assured.

We recently acquired a 15% non-operated working interest in approximately 2,000 gross acres of leases in Lavaca County, South Texas. A test well, the Willstar Eichhorn No. 1 well (the “Willstar well”), has been drilled to a depth of 16,650 feet. The primary objective of this well is to test the sandstone formations in the Wilcox formation. The Willstar well is a vertical well located approximately 800 feet south of the Eichhorn Gas Unit No. 1 well drilled by Newfield Exploration Company (the “Newfield well”) in 2002. The Newfield well was completed in 2002 in the Lampley member of the Wilcox formation at an initial rate of 3.8 Mmcfgpd (million cubic feet of gas per day) and has produced approximately 0.9 Bcfg (billion cubic feet of gas). The Newfield well also encountered natural gas shows in the Rochelle, “10,500”, Peck, Dagg, and Massive members of the Wilcox formation which were not tested.

Elsewhere, in our Canadian Swan Hill and Alaskan (Cook Inlet) projects, operations are currently in the planning stages and we expect to announce further progress in these areas in the coming months.

The Swan Hills Project is located in the Central Alberta Basin, Alberta, Canada. The primary exploration objective is the Swan Hills Formation at approximately 9,000 feet. Secondary objectives will include the shallower Gilwood, Nordegg and Falher formations. We have reviewed 3-D seismic data over the prospect and plan to participate in the drilling of a test well in the third quarter of 2008. We have a 33% working interest in approximately 4,480 leased acres.

We own a 122,174 acre lease position onshore in Cook Inlet, Alaska which consists of two separate target areas that have been selected for exploration. These areas are called the Point MacKenzie and Trading Bay Blocks, respectively. We believe this acreage to be prospective for conventional and coal bed methane gas production. The first target we have selected for drilling is a conventional gas prospect called the Midnight Sun Prospect, an 11,500 acre structure identified from 2-D seismic. The proposed depth of the initial test well is 8,000 feet which will enable us to test the Tyonek and Hemlock formations, and allow us to evaluate secondary objectives in the shallower coal beds. This well is planned for drilling in the third quarter.

These forward looking statements are based on our current expectations, but our future performance involves risks and uncertainties that could cause actual results to differ materially, which risks are detailed in our filings with U.S. Securities and Exchange Commission, including under the caption “Risk Factors” contained in our Annual Report on Form 10-K, which is included herewith and also available at www.sec.gov.

Industry Outlook

A report issued on April 8, 2008 by the United States Energy Information Administration (“EIA”) states that global oil markets remain fundamentally tight. West Texas Intermediate (“WTI”) oil prices are projected to average $101 per barrel in 2008 and $92.50 per barrel in 2009. This report cites that several factors have contributed to the generally high crude oil prices, such as low world spare oil production capacity and rapid world oil demand growth. These factors will continue to affect markets in 2008 and 2009. Other factors are less certain, such as the magnitude, breadth, and duration of any global economic slowdown, and geopolitical instability in such places as Iraq and Venezuela. According to the report, the Henry Hub natural gas spot price averaged $7.17 per thousand cubic feet (Mcf) in 2007 and is projected to average $8.59 per Mcf in 2008 and $8.32 per Mcf in 2009. Higher natural gas prices this year and next reflect continued strong demand, high oil prices, and the need to replenish more stocks this year than last year.

Conclusion

On behalf of the Board of Directors and the employees of GeoPetro Resources Company, I would like to express my appreciation for your continued interest in the affairs of the Company. Thank you for your confidence and support. I look forward to greeting as many of you as possible at the Annual Meeting.

		Sincerely,


		Stuart J. Doshi
		Chairman of the Board, President and Chief Executive Officer

GEOPETRO RESOURCES COMPANY
One Maritime Plaza, Suite 700
San Francisco, California 94111
(415) 398-8186

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held June 27, 2008

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2008 Annual Meeting of Shareholders of GeoPetro Resources Company will be held on June 27, 2008 at 10:30 a.m. Pacific Daylight Time, at Le Meridien San Francisco, Mercantile Room, 333 Battery Street, San Francisco, California, 94111 for the following purposes:

1. To elect seven directors to serve on the Board of Directors until the next annual meeting of shareholders or until their respective successors are elected and qualified;

2. To ratify the appointment of Hein & Associates, LLP as the independent registered public accounting firm of the Company for the Company’s fiscal year ending December 31, 2008; and

3. To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

We cordially invite all shareholders to attend the 2008 Annual Meeting. Only shareholders of record as shown on the books of the Company at the close of business on April 28, 2008 will be entitled to vote at the Annual Meeting or any adjournment or postponement thereof. The Annual Meeting may adjourn from time to time without notice other than by announcement at the Annual Meeting, or at any adjournments of postponements thereof, and any and all business for which the Annual Meeting has been noticed may be transacted at any such adjournments or postponements. Your vote is very important. Regardless of whether you expect to attend the Annual Meeting in person, please vote via the Internet or request a paper proxy card to complete, sign and return by mail so that your shares may be voted.

Please note that registration will begin at 9:30 a.m., and seating will begin immediately thereafter. For admission to the Annual Meeting, each shareholder may be asked to present valid picture identification, such as a driver’s license or passport, and proof of ownership of GeoPetro stock as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership as of the record date.

By Order of the Board of Directors

Stuart J. Doshi, Chairman, President and
Chief Executive Officer

San Francisco, CA

April 29, 2008

We encourage each shareholder to sign and return a proxy card or to use Internet voting. Please see our “Information Concerning Solicitation and Voting” section for information about voting by Internet or mail.

GEOPETRO RESOURCES COMPANY
One Maritime Plaza, Suite 700
San Francisco, California 94111
(415) 398-8186

PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS

To be held June 27, 2008

INFORMATION CONCERNING SOLICITATION AND VOTING

Our Board of Directors has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at the 2008 Annual Meeting of Shareholders of GeoPetro Resources Company (the “Company,” “GeoPetro,” “we,” or “us”), which will take place at 10:30 a.m. Pacific Daylight Time, at Le Meridien San Francisco, Mercantile Room, 333 Battery Street, San Francisco, California, 94111, or at any adjournment or postponement thereof. This proxy statement describes matters on which we would like you, as a shareholder, to vote. It also gives you information on these matters so that you can make an informed decision.

These materials include:

· our statement for the 2008 Annual Meeting; and

· our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which includes our audited consolidated financial statements.

If you request printed versions of these materials by mail, these materials also include the proxy card or voting instruction card for the Annual Meeting.

In accordance with new rules adopted by the Securities and Exchange Commission, instead of mailing a printed copy of our proxy materials to shareholders, we have elected to furnish such materials by providing access to these documents over the Internet. A Notice of Internet Availability of Proxy Materials is first being sent to shareholders on or about May 9, 2008. The Notice of Internet Availability of Proxy Materials provides you with instructions as to how you may (1) view the proxy materials for the Annual Meeting on the Internet; (2) vote your shares after you have viewed the proxy materials; (3) request a printed copy of the proxy materials; and (4) instruct us how to send future proxy materials to you.

Choosing to receive your future proxy materials by email will lower our costs of delivery. If you choose to receive our future proxy materials by email, you will receive an email next year with instructions containing a link to view those proxy materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions included in the Notice of Internet Availability of Proxy Materials.

At our Annual Meeting, shareholders will act upon the matters outlined in the notice of Annual Meeting on the cover page of this proxy statement, including the election of seven directors,

each for a term of one year, and the ratification of Hein & Associates, LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2008.

Only shareholders of record at the close of business on April 28, 2008, the record date for the Annual meeting, are entitled to receive notice of and to vote at the Annual Meeting. If you are a shareholder of record on April 28, 2008, you will be entitled to vote all of the shares that you hold on that date at the Annual Meeting, or any postponements or adjournments thereof. If you attend the Annual Meeting, please note that you may be asked to present valid picture identification, such as a driver’s license or passport. Please also note that if you hold your shares in “street name” (that is, through a broker or other nominee), you will need to bring a copy of a brokerage statement reflecting your stock ownership as of the record date and check in at the registration desk at the Annual Meeting.

The presence, in person or by proxy, of persons entitled to vote a majority of the outstanding common stock will constitute a quorum, permitting business to be conducted at the Annual Meeting. Abstentions and broker non-votes are counted as shares present at the Annual Meeting for purposes of determining whether a quorum exists.

Broker non-votes occur when brokers or nominees have voted on some of the matters to be acted on a meeting, but do not vote on certain other matters because, under the rules of the American Stock Exchange, they are not allowed to vote on those or other matters without instructions from the beneficial owners of the shares. If you hold your shares indirectly through a broker, bank, trustee, nominee, or other third party, that party is the registered holder of your shares and submits the proxy to vote your shares. You are the beneficial owner of the shares and typically you will be asked to provide the registered holder with instructions as to how you want your shares to be voted. If you are a shareholder who holds your shares through a broker or other nominee, you may vote in person at the Annual Meeting only by obtaining a proxy form from the broker or other nominee that holds your shares.

If you are a registered shareholder (that is, you hold your stock in certificate form or otherwise directly and not through a broker or other nominee) and attend the Annual Meeting, you may vote in person at the Annual Meeting.

We will give you a ballot when you arrive. If you are the beneficial owner of shares held in street name and you wish to vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or nominee. If you do not wish to vote in person or if you will not be attending the Annual Meeting, you may vote by proxy. You can vote by proxy over the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or, if you requested printed copies of the proxy materials by mail, you can also vote by mail.

VOTE BY INTERNET — www.investorvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:55 P.M. Pacific Time, June 25, 2008 the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we provide.

A shareholder giving a proxy may revoke it at any time before it is exercised by delivering written notice of revocation to our Secretary, by voting again on a later date on the Internet (only your latest Internet proxy submitted prior to the meeting will be counted) or by signing and returning a new proxy card or voting instruction card with a later date, or by attending the Annual Meeting and voting in person.

The Board of Directors of the Company recommends a vote:

· FOR election of the seven director nominees, each for a term of one year (see Proposal 1); and

· FOR the ratification of the appointment of Hein & Associates, LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2008.

If you are a shareholder of record and you sign and return a proxy card and do not indicate how you wish to vote, the proxy holders will vote FOR election of all the nominees for director (Proposal 1) and FOR the ratification of the appointment of Hein & Associates, LLP, as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2008 (Proposal 2). With respect to other business that may properly come before the Annual Meeting, the proxy holders will vote as recommended by the Board of Directors, or, if no recommendation is given, in accordance with their judgment.

If you are a registered shareholder and you do not provide voting instructions to a designated proxy or cast a ballot at the Annual Meeting, your shares will not be voted. If you hold your shares in street name and you do not provide voting instructions to your bank, broker or other nominee on how to vote your shares, the bank, broker or other nominee may be authorized to vote your shares as it chooses on the matters to be considered at the meeting. If your bank, broker or other nominee lacks discretionary authority to vote on an item, your shares will not be voted on that item and will be treated as a “broker non-vote” on that item. Under American Stock Exchange Rules, the proposals to elect directors and to ratify the appointment of independent auditors are considered “discretionary” items for which brokers may vote, so we do not expect broker non-votes on these proposals.

As of the record date, April 28, 2008, GeoPetro had 32,700,970 shares of common stock outstanding and entitled to vote at the Annual Meeting. Each share of common stock is entitled to one vote on each Proposal presented at the Annual Meeting, except with respect to the election of directors, in which each share is entitled to a number of votes equal to the number of directors to be elected, as discussed below.

For Proposal No.1, the election of directors, provided that the shares represented and voting at the meeting constitute a quorum, the candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. A shareholder may cumulate his, her or its votes for one or more candidates, but only if each such candidate’s name has been placed in nomination prior to the voting and the shareholder has given notice at the meeting, prior to the voting, of his intention to cumulate his votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for the candidates in nomination. If the voting for directors is conducted by cumulative voting, each share will be entitled to a number of votes equal to the number of directors to be elected. These votes may be cast for a single candidate or may be distributed among two or more candidates in such proportions as the shareholder chooses. The seven candidates receiving the highest number of affirmative votes will be elected. Withheld votes will have no effect on the outcome of the vote, nor will broker non-votes.

Discretionary authority to cumulate votes is being solicited hereby. Unless otherwise directed by a shareholder, the proxies named in the accompanying proxy card may elect to cumulate votes cast pursuant to a proxy by casting all such votes for one nominee or by distributing such votes among as many nominees as they deem desirable. If a shareholder desires to restrict the proxies named in the accompanying proxy card in casting votes for certain nominees, the shareholder should give such direction on the proxy card.

For Proposal No. 2, the ratification of Hein & Associates, LLP, the affirmative vote of a majority of the shares represented and voting at the Annual Meeting, in person or by proxy, provided that such shares constitute a quorum, is required for approval. Abstentions will be counted as represented and voting and will therefore have the effect of votes against the proposal. Broker non-votes will have no effect.

The Annual Meeting may adjourn from time to time without notice other than by announcement at the Annual Meeting, or at any adjournments of postponements thereof, and any and all business for which the Annual Meeting has been noticed may be transacted at any such adjournments or postponements. Your vote is very important.

The proxies being solicited hereby are being solicited by the Board of Directors of the Company. The solicitation of proxies is to be made principally by mail; however, following the initial solicitation, our officers, directors and employees may engage in further solicitations by telephone or oral communication with shareholders. These persons will not receive compensation for that solicitation other than their regular compensation as officers, directors and employees. Arrangements also will be made with brokerage houses and other custodians, nominees and fiduciaries to forward solicitation materials to beneficial owners of the shares held of record by those persons. We may reimburse those persons for reasonable out-of-pocket expenses incurred by them in so doing. We will pay all expenses involved in preparing, assembling, distributing and mailing our proxy materials.

AVAILABLE INFORMATION

Copies of our Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which include our consolidated financial statements and our auditor’s report thereon, are being provided to shareholders with this proxy statement. The annual report is not part of the proxy soliciting material. Shareholders may also obtain a copy of our annual report, free of charge, by accessing the SEC’s website at www.sec.gov or by sending a written request to: President, GeoPetro Resources Company, One Maritime Plaza, Suite 700, San Francisco, CA 94111.

PROPOSAL 1: ELECTION OF DIRECTORS

Shareholders are being asked to elect seven directors to serve on the Board of Directors of GeoPetro. If elected as director, each individual will hold office until the next annual meeting of shareholders or until his/her successor is elected and qualified, except in the case of his/her death, resignation, ineligibility or removal. Presently, the Board of Directors is composed of Stuart Doshi, David Creel, Chris Steinhauser, David Anderson, Thomas Cunningham, Kevin Delehanty and Nick De Mare. Mr. Delehanty has advised the Board that he will not stand for re-election at the 2008 Annual Meeting. Mr. Delehanty will continue as a director of the Company until his successor is elected at the 2008 Annual Meeting. Based upon the recommendation of our independent directors, the seven nominees for director for election at the 2008 Annual Meeting are Stuart Doshi, David Creel, Chris Steinhauser, David Anderson, Thomas Cunningham, Nick DeMare and Jeffrey Friedman.

Nominees for Director

All of the nominees for director are current directors of the Company, with the exception of Mr. Friedman. Mr. Friedman, who is standing for election by the shareholders for the first time, was brought to the attention of our independent directors by Stuart Doshi, our Chairman, President and Chief Executive Officer. Based on our independent directors’ evaluation of the candidate and their recommendation to the Board, the Board recommended that Mr. Friedman be nominated to stand for election at the 2008 Annual Meeting. All of the nominees have agreed to serve if elected. If a nominee becomes unable or unwilling to accept nomination or election, either the Board will reduce the size of the Board, or the proxyholders named on the enclosed proxy card will vote for substitute nominees as recommended by the Board, or, if no recommendation is given, in accordance with their judgment.

About the Director Nominees

Information is provided on the following pages about the nominees for director, including their principal occupations for the past five years, certain other directorships, age and length of service as a director for GeoPetro. Membership on Board committees, attendance at Board and committee meetings and ownership of GeoPetro stock are provided in separate sections following the biographical information on the nominees.

Name	Age	Position with GeoPetro (1)

Stuart J. Doshi(4)	62	Director, Chairman, President and Chief Executive Officer
David V. Creel(4)	68	Director and Vice President of Exploration
J. Chris Steinhauser(4)	48	Director, Chief Financial Officer and Corporate Secretary
Thomas D. Cunningham(2)(3)	58	Director
David G. Anderson(2)(3)	55	Director
Nick DeMare(2)(3)	53	Director
Jeffrey Friedman(3)	55	Director Nominee

Notes:

(1)		Each director is elected or appointed to hold office until the next annual meeting of shareholders or until their successor is duly elected or appointed, unless their office is earlier vacated. Our bylaws currently authorize a minimum of four and a maximum of seven directors to serve on the Board of Directors and, by resolution of the Board of Directors, the current number of directors has been set at seven.

(2)		Member of the Audit Committee.

(3)		Independent, in accordance with the rules of the American Stock Exchange.

(4)		Executive Officer.

Stuart J. Doshi. Mr. Doshi, 62, has been actively engaged in the oil and gas business for the past 38 years. Mr. Doshi began his oil and gas career with Natomas Company in 1970. He held various positions of increasing responsibility in planning, corporate development and financial management with Natomas. Mr. Doshi’s activities covered international oil and gas exploration and production, domestic oil and gas exploration and production, geothermal energy production, coal production and petroleum trading and marketing companies. After leaving Natomas in 1985, Mr. Doshi served as a Senior Vice President of Energy Sources Group until 1988. Mr. Doshi then served as Vice President of Pan Pacific Petroleum, Inc. from 1988 to 1991. Immediately prior to forming GeoPetro, Mr. Doshi was the Managing Director of Sierra Overseas Corporation. Mr. Doshi founded GeoPetro in 1994 and has served as a director and our President and Chief Executive Officer since our inception and as Chairman of the Board since March 1998. Mr. Doshi is a graduate of the University of San Francisco with a Bachelor’s Degree in Finance and the University of California, Santa Barbara with a Master’s Degree in Economics.

David V. Creel. Mr. Creel, 68, has 41 years oil and gas experience as a petroleum exploration geologist. Mr. Creel held various geological and supervisory positions in Libya during his eleven-year career with AMOSEAS (the operator for CALTEX Petroleum). Mr. Creel was also the Exploration Manager of the Rocky Mountain Region and Canada for Ladd Petroleum Company; Exploration Manager of the Rocky Mountain Region for Kilroy Company of Texas; and President of Aztec Resources Corporation. Since 1995, Mr. Creel worked as an independent geologic consultant and in June 1998 he joined GeoPetro in his current role as Vice President of Exploration. Mr. Creel has served as a director of GeoPetro since October 2001. Mr. Creel is a graduate of the University of Notre Dame with a Bachelor’s degree in Geology and the University of Tulsa with a Master’s degree in Geology.

J. Chris Steinhauser. Mr. Steinhauser, 48, is an accountant with 23 years of experience in the energy and financial services industries. Mr. Steinhauser began his career with Peat, Marwick, Mitchell & Co. from 1981 through 1984. From September 1987 through January 1998, Mr. Steinhauser was employed by Sharon Energy Ltd. and Sharon Resources, Inc., its operating subsidiary,

		Page
Information Concerning Solicitation and Voting		1
Available Information		4
Proposal 1: Election of Directors		5
Corporate Governance		8
Security Ownership of Certain Beneficial Owners and Management		14
Executive Compensation and Related Information		17
Compensation Committee Report		30
Certain Relationships and Related Party Transactions		30
Equity Compensation Plan Information		31
Audit Committee Report		32
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm		33
Deadline For Submission of Shareholder Proposals		33
Other Matters Which May Properly Come Before the Meeting		33