EXHIBIT 23.1

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 (No. 333-      ) of PetroCorp Incorporated of our report 
dated March 12, 1996 appearing on page 23 of The Annual Report of PetroCorp 
Incorporated on Form 10-K for the year ended December 31, 1995.


Price Waterhouse LLP

Houston, Texas
June 7, 1996