EXHIBIT 23.1



                      CONSENT OF INDEPENDENT ACCOUNTANTS
                      ----------------------------------


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-75870) of PetroCorp Incorporated of our report
dated March 7, 1997 appearing on page 28 of this Form 10-K.



PRICE WATERHOUSE LLP

Houston, Texas
March 24, 1997