ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas 77079

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2001 annual meeting (the "Annual
Meeting") of stockholders of Isramco, Inc. (the "Company") will be held at the
Company's premises at 11767 Katy Freeway, Houston, Texas, 77079, Suite 711, on
October 30, 2001 at 9:30 A.M., local time, for the following purposes:

(i) to elect six directors of the Company to hold office until the next
annual meeting of the stockholders and until their respective successors shall
have been duly elected and qualified;

(ii) to ratify the appointment of Mann Frankfort Stein & Lipp CPA, LLP
as independent public accountants of the Company for the year ending December
31, 2001; and

(iii) to transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.

The Board of Directors has fixed the close of business on August 31,
2001, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Annual Meeting or any adjournment thereof.

If you do not expect to be personally present at the Annual Meeting but
wish your stock to be voted for the business to be transacted thereat, the Board
of Directors requests that you complete, sign and date the enclosed proxy and
promptly return it by mail in the postage paid envelope provided.

By Order of the Board of Directors

/s/ Haim Tsuff
------------------------
Haim Tsuff
CHAIRMAN OF THE BOARD
CHIEF EXECUTIVE OFFICER
October 3, 2001

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE IS IF MAILED IN THE UNITED STATES.

ISRAMCO, INC.
11767 Katy Freeway,
Houston, Texas 77079

PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 30, 2001

INTRODUCTION

This Proxy Statement is being sent to stockholders of Isramco, Inc., a
Delaware corporation (the "Company"), in connection with the solicitation of
proxies by the Board of Directors of the Company for use at the 2001 annual
meeting (the "Annual Meeting") of Stockholders of the Company to be held at the
Company's premises at 11767 Katy Freeway, Houston, Texas 77079, Suite 711, on
Tuesday, October 30, 2001 at 9:30 A.M., local time, and any adjournment(s)
thereof. The purposes of the Annual Meeting are:

(i) to elect six directors of the Company to hold office until the next
annual meeting of the stockholders and until their respective successors shall
have been duly elected and qualified;

(ii) to ratify the appointment of Mann Frankfort Stein & Lipp CPA, LLP
("MFS&L"), as independent public accountants of the Company for the year ending
December 31, 2001; and

(iii) to transact such other business as may properly come before the
Annual Meeting and any adjournment thereof.

If proxy cards in the accompanying form are properly executed and
returned, the shares of Common Stock represented thereby will be voted as
instructed on the proxy. If no instructions are given, such shares will be voted
FOR the (i) election as directors of the nominees of the Board of Directors
named below; (ii) proposal to ratify the appointment of MFS&L, as independent
public accountants of the Company for the year ending December 31, 2001; and
(iii) in the discretion of the Proxies named in the proxy card, on any other
proposals to properly come before the Annual Meeting or any adjournment thereof.

Any stockholder returning the accompanying proxy may revoke such proxy at
any time prior to its exercise by filing with the Secretary of the Company a
duly executed proxy bearing a later date or a written instrument revoking the
proxy or by personally appearing at the Annual Meeting. This Proxy Statement is
first being mailed to stockholders on or about October 3, 2001.

VOTING RIGHTS AND VOTING SECURITIES

All voting rights are vested exclusively in the holders of the Common
Stock. Only holders of Common Stock of record at the close of business on August
31, 2001 (the "Record Date"), will be entitled to receive notice of and to vote
at the Annual Meeting. As of the Record Date, the Company had outstanding a
total of 2,639,853 shares of Common Stock. Each holder of Common Stock is
entitled to one vote for each share held either in person or by proxy.

The holders of a majority of the issued and outstanding Common Stock,
present in person or by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting or any adjournment thereof. Abstentions and
broker non-votes are counted as shares that are present and entitled to vote for
purposes of determining the presence of a quorum. Assuming a quorum is present,
the affirmative vote of a plurality of the shares present in person or by proxy
is required for approval of Proposal No. 1 (Election of Directors); and the
affirmative vote of a majority of the shares present in person or by proxy is
required for approval of Proposal No. 2 (Ratification of Independent Public
Accountants). Abstentions will have no effect on Proposal No. 1 and will be
counted as votes against Proposal No. 2. Broker non-votes will have no effect on
Proposals No. 1 and 2.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information, as of the Record
Date, concerning the ownership of the Common Stock by (a) each person who, to
the best of the Company's knowledge, beneficially owned on that date more than
5% of the outstanding Common Stock (b) each of the Company's directors (c) all
current directors, officers and significant employees of the Company as a group.
Except as otherwise indicated, the stockholders listed in the table have the
sole voting and investment power with respect to the shares indicated.

Shares of common stock Percent of
Name Beneficially Owned Class (1)

Haim Tsuff (2) 1,395,217(3) 51.49%

Jackob Maimon (2) 69,995(4) 2.58%

Daniel Avner(2) 0 *

Yossi Levy(2) 0 *

Pinchas Pinchas(2) 0 *

Tina Maimon Arckens(2) 0 *

Prof. Avihu Ginzburg(2) 0 *

Max Pridgeon (2) 0 *

Eyal Gibor (2) 0 *

All directors and
Officers as a group 1,465,212 52.71%

* Less than 1%

(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission (the "SEC") and generally includes voting or
investment power with respect to securities. In accordance with SEC rules,
shares of Common Stock issuable upon the exercise of options or warrants which
are currently exercisable or which become exercisable within 60 days of the
Record Date are deemed to be beneficially owned by, and outstanding with respect
to, the holder of such option or warrant. Except as indicated by footnote, and
subject to community property laws where applicable, to the knowledge of the
Company, each person listed is believed to have sole voting and investment power
with respect to all shares of Common Stock owned by such person.

(2) The address of such person is c/o Isramco, Inc., 11767 Katy Freeway, Houston
Texas

(3) Haim Tsuff owns 100% of United Kingsway Ltd., which through YHK General
Manager Ltd., controls various entities, which may be deemed to control the
Company. In March 2,000, Mr. Tsuff was granted five year options to purchase up
to 69,995 shares of the Company's stock

(4) In March 2,000, Mr. Maimon was granted five year options to purchase up to
69,995 shares of the Company's stock.

The following table sets forth, as of the Record Date, certain information
with respect to the beneficial ownership of common stock by each person who, to
the best of the Company's knowledge, beneficially owned on that date more than
5% of the outstanding Common Stock:

Shares of common stock Percent of
Name and Address of Beneficial Owner Beneficially Owned Class (1)

Naphtha Holdings Ltd. * 1,325,222 47.67%

Haim Tsuff * 69,995 2.52%

United Kingsway Ltd. *

YHK Investment Limited Partnership *

* Haim Tsuff owns and controls 100% of United Kingsway Ltd. (Kingsway) which
holds a 74% interest in YHK Investment Limited Partnership (YHK). Avraham Livnat
Ltd. through its subsidiary Carmen Management and Assets (1997) Ltd. owns 26% of
YHK. The General Partner of YHK is YHK General Manager Ltd. and Haim Tsuff,
Joseph Tsuff (the father of Haim Tsuff) and Tina Maimon-Arckens (the sister of
the Chairman of the Board of Naphtha and the President of the Company) are the
directors of YHK General Manager Ltd. YHK owns of record 42.4% of Equital Ltd.
(formerly known as Pass-port Ltd.), Equital Ltd. owns 42.4% of J.O.E.L. -
Jerusalem Oil Exploration Ltd. (JOEL), JOEL owns 86.6% of Naphtha, which holds
100% of Naphtha Holdings Ltd. JOEL also owns 8.2% of the shares of Equital Ltd..
Naphtha Holdings Ltd. owns of record approximately 50.18% of the issued and
outstanding common stock of the Company. Does not include currently exercisable
options held by Mr. Haim Tsuff to purchase up to 69,995 shares of the Company's
common stock, which option, if exercised in full, would reduce the percentage
set forth above to 48.90%.

Information regarding these relationships is set forth on the Chart of
Ownership and in Schedule 13d filings and amendments made thereto made on behalf
of the above entities, which are on file with the Securities and Exchange
Commission.

As a result of the foregoing, Haim Tsuff, Kingsway, YHK, Equital Ltd.,
JOEL, Naphtha and Naphtha Holdings Ltd. may be deemed to control the Company.

EXECUTIVE COMPENSATION

The following table sets forth all compensation awarded to, earned by,
or paid for all services rendered to the Company during the Company's fiscal
years ended December 31, 2000, 1999 and 1998 by the Company's former Chief
Executive Officer and other "named executive officers," as defined under the
rules and regulations of the Securities Act of 1933, as amended (the "Securities
Act").

SUMMARY COMPENSATION TABLE

Name and
Principal Position Annual Compensation Long-Term Compensation

Other Annual
Year Salary Bonus Compensation
($) ($) ($) Securities All
Underlying Other Principal
Options(#)(1) Compensation

Haim Tsuff 2000 240,000 100,000 -- 69,995 --
Chairman of the Board 1999 240,000 60,000 -- -- --
and Chief Executive 1998 240,000 -- -- -- --

Jackob Maimon 2000 240,000 100,000 -- 69,995 --
President 1999 40,000 -- -- -- --
--
1998 -- -- -- -- --

Daniel Avner 2000 180,000 50,000 -- -- --
Vice President, 1999 172,500 45,000 -- -- --
Former President 1998 90,000 -- -- -- --

Yossi Levy 2000 100,000 -- -- -- --
Branch Manager 1999 109,000 23,700 -- -- --
1998 88,000 -- -- -- --

Pinchas Pinchas 2000 48,000 -- -- -- --
Controller Branch 1999 48,000 -- -- -- --
Office 1998 48,000 -- -- --
--

Joshua Folkman 2000 102,00 2,000 -- -- --
Exploration Manager 1999 101,000 9,400 -- -- --
Branch Office 1998 95,600 -- -- -- --

(1) Represents shares of Common Stock issuable upon exercise of stock
options issued in the year indicated.

For information relating to the terms of employment/consultation, See
"Employment/Consulting Agreements."

OPTIONS GRANTED IN 2000

The following table sets forth certain information concerning the
individual option grants during the year ended December 31, 2000, to each of the
following Named Executive Officers:

Market Potential Realizable Value
Name Number of % of Total Exercise Price of Expiration at Assumed Annual Rates
Securities Options Price Common Date of Stock Price for Option
Underlying Granted to ($/sh) Stock on Term (2)($)
Options Granted Employees Date of
(#) (1) in 2000 (% Grant ($/sh) 5% 10% 0%

Haim Tsuff 69,995 50% 4.28 5.125 2005 158,255 278,151 59,146

Jackob Maimon 69,995 50% 4.28 5.125 2005 158,255 278,151 59,146

(1) The Options are currently exercisable

(2) Potential realizable values are based on fair market value per
share on the date of grant and represent hypothetical gains that could be
achieved for the respective options if exercised at the end of the option term.
The dollar amounts set forth in these columns are the result of calculations at
the five percent and ten percent rates set by the Securities and Exchange
Commission, and are not intended to forecast possible future appreciation, if
any, of the Company's Common Stock Price. The column labeled 0 percent is
intended to reflect the value of the options on the date of grant for those
options with an exercise price per share below market price on the date of
grant, representing the cash value of such grant on such date and not any actual
cash proceeds. There can be no assurance that such potential realizable values
will not be more or less that that indicated in the table above.

AGGREGATED OPTION EXERCISES IN 2000 AND 2000 YEAR END OPTION VALUES

Number of Securities
Underlying Unexercised Value of Unexercised
Number of Options at in-the-Money Options
Shares December 31, 2000(#) at December 31, 2000($)
Acquired on Value
Exercise (#) Realized ($) Exercisable / Unexercisable Exercisable(1)/Unexercisable
Name

Haim Tsuff -- -- 69,550/0 $151,014/0

Jackob Maimon -- -- 69,550/0 $151,014/0

Joshua Folkman -- -- 2,000 $0/0

(1) The value reported is based on the closing price of the common stock of the
Company as reported on NASDAQ on the date of the exercise less the exercise
price.

The Company during 2000 did not amend or adjust the exercise price of
outstanding stock options previously awarded to any of the named executive
officers or directors or employees. The only incentive plan, which the Company
has, is its 1993 Stock Option Plan (the "Stock Option Plan").

Stock Option Plan

Directors, officers, employees and consultants of the Company and its
subsidiaries adopted the Company's Stock Option Plan with the intention of
encouraging stock ownership. The plan provides for stock options of up to 50,000
shares of common stock of the Company (after giving effect to the reverse stock
split). Options may either be options intended to qualify as "incentive stock
options" or "non-statutory stock options", as those terms are defined in the
Internal Revenue Code.

Employees (including officers) of the Company are eligible to receive
incentive stock options, however, non-statutory stock options may be granted to
officers, directors, employees and consultants of the Company and its
subsidiaries. Options are granted for a period of up to ten (10) years from the
grant date for an exercise price of not less than 100% of the fair market value
of the securities of the Company's common stock on the date of grant. As of this
date no persons have been appointed to fill the current vacancies on the
committee which administers this plan.

Employment/Consulting Agreements

In May of 1996 the Company entered into a Consulting Agreement with
Goodrich Global L.T.D. B.V.I., a company owned and controlled by Haim Tsuff, the
Chairman of the Board of Directors and Chief Executive Officer of the
Corporation. Pursuant to the terms of this Consulting Agreement which was
amended in April 1997, the Company pays to the consultant the sum of $240,000
per annum in installments of $20,000 per month in addition to reimbursing all
reasonable expenses incurred in connection with services rendered on behalf of
the Company. The agreement continues in effect through May 31, 2004.

In November of 1999 the Company entered into a Consulting Agreement
with Worldtech Inc., a Mauritus company of which Jackob Maimon, the President of
the Company, is a director. Pursuant to this Consulting Agreement which is in
effect through May 31, 2004, the Company agreed to pay the sum of $240,000 per
annum in installments of $20,000 per month, in addition to reimbursing all
reasonable business expenses incurred during the term in connection with the
performance of services on behalf of the Company.

In August of 1997 the Company entered into a Consulting Agreement with
Romulas Investment Ltd. (which Agreement has been assigned to Remarkable
Holdings Ltd.), a company which is wholly owned and controlled by Daniel Avner,
the Vice-President of the Company. Pursuant to this Agreement, the Company has
agreed to pay the consultant the sum of $7,500 per month plus expenses. In
February 1999, the Consulting Agreement was amended to increase the monthly
compensation payable thereunder to $15,000 and pursuant to the amendment, the
reimbursement of expenses was disallowed. The Company has also agreed to make
provide a company car and company furnished apartment to Consultant, if
available. The Consulting Agreement is in effect through July 2002.

In November of 1996 the Company entered into an Employment Agreement
with Yossi Levy, the Managing Director of Naphtha Israel Petroleum Company Ltd.
to employ Mr. Levy as the General Manager of the Israel Branch of the Company.
Pursuant to the terms of his employment, Mr. Levy is paid an annual amount of
$100,000.

Mr. Pinchas is employed as Controller of Naphtha and J.O.E.L.,
affiliates of the Company. As of January 1, 1998, the Company participates in
the payment by J.O.E.L. of Mr. Pinchas' salary in an aggregate monthly amount of
$4,000.

Joshua Folkman is employed as Explorations Manager pursuant to which he
is paid an annual salary of $102,000. In the event that the Company elects to
terminate Mr. Folkman's employment hereunder for any reason other than cause,
then Mr. Folkamn is entitled to a one-lump sum payment of $63,000.

Each of the executives with an agreement has agreed to certain
customary confidentiality and non-compete provisions that prohibit him from
competing with the Company for one year, or soliciting our employees for one
year, following the termination of his employment.

Information Relating to an Executive Officer Who is not a Director Nominee

The following individuals are not Directors or Director nominees, but
serve as Executive Officers of the Company or its subsidiaries.

NAME AGE POSITION

Daniel Avner 38 Vice President

Yossi Levy 48 Branch Manager, Israel Branch

Pinchas Pinchas 46 Chief Controller, Israel Branch

Daniel Avner has been President of the Company from July 1997 through
October 1999, whereupon he resigned. Upon his resignation from the position of
president, Mr. Avner was elected in October 1999 as Vice President. On July 9,
1998, Mr. Avner resigned as director and as Secretary of the Company, positions
which he has held since May 1996. Since 1992, Mr. Avner has been the General
Manager of E.D.R. GMBH Co., a company that engages in investment, development
and management of residential property in Germany. From 1991 to 1992 Mr. Avner
was a Financial Analyst with Proctor & Gamble Company in Germany. Mr. Avner
holds a BA Degree in Accounting and Economics from the University of Tel Aviv
and a Masters of Business Administration from Duke University.

Yossi Levy has been Branch Manager of the Company's Branch Office
in Israel since August 1996. Since 1988 Mr. Levy has held the position of
General Manager of Naphtha - Israel Petroleum Corp. Ltd. (Naphtha), a public
company in the oil and gas business in Israel.

Pinchas Pinchas has been the Chief Controller of the Company's Israel
Branch since December 31, 1997. Mr. Pinchas serves as the Controller of Naphtha
(which holds 100% of Naphtha Holdings Ltd., which company holds 50.2% of the
outstanding common stock of the Company and also as controller of J.O.E.L.
(which holds approximately 87% of Naphtha). The Company participates in Mr.
Pinchas salary' which is payable by J.O.E.L. in an aggregate monthly amount of
$4,000.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In December 2000, the Board of Directors approved a bonus to each of
Mr. Tsuff, the Company's

Chairman and Chief Executive Officer, and Mr. Maimon, the Company's President
and a director, of $100,000.

In March 2000, each of Mr. Tsuff, the Company's Chairman and Chief
Executive Officer, and Mr. Maimon, the Company's President and a director, were
each awarded five year options to purchase up to 69,995 shares of the Company's
common stock at a per share exercise price of $4.28.

Pursuant to the agreement terminating the employment of Mr. Toledano as
the Company's President and Chief Operating Officer in October 1995, Mr.
Toledano executed, in June 1996, a Covenant Not to Compete Agreement with the
Company. Pursuant to the terms of the Covenant Not to Compete, Mr. Toledano
agreed that for a period of five (5) years he would not directly or indirectly
compete with the Company in connection with the exploration for oil and gas in
the State of Israel, the territorial waters off Israel or the territories
currently under control of the State of Israel. In consideration for the
Covenant Not To Compete, the Company paid to Mr. Toledano the sum of $200,000.
The Company also entered into a Consulting Agreement with Natural Resources
Exploration Services B.V., a Netherlands corporation controlled by Mr. Toledano.
Pursuant to the Consulting Agreement between the Company and Natural Resources
Exploration Services B.V., the Company paid a lump sum payment of $72,000 to
Natural Resources Exploration Services B.V. to provide the services of Mr.
Toledano to the Company through June 23, 1997.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers, directors and persons
who beneficially own more than 10% of a registered class of the Company's equity
securities (collectively, the "Reporting Persons") to file certain reports
regarding ownership of, and transactions in, the Company's securities with the
Securities and Exchange Commission (the "SEC"). These officers, directors and
stockholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) reports that they file with the SEC.

Messrs. Tsuff and Maimon have not timely filed a Form 5 in respect of
their option grants.

PERFORMANCE GRAPH

The following graph compares the yearly percentage of change in the
Company's cumulative stockholder return on its Common Stock (assuming
reinvestment of dividends at date of payment into Common Stock of the Company)
to the cumulative total return on the NASDAQ Market Index ("NASDAQ Index") and
the cumulative total return on the Standard & Poor Oil Composite Index ("Peer
Index") for the period of five years commencing on January 1, 1996 and ending on
December 31, 2000. The graph assumes that $100 was invested on January 1, 1996
in the common stock of the Company, The NASDAQ Index and Peer Index, and further
assumes no payment or reinvestment of dividends. The stock price performance on
the following graph is not necessarily indicative of future stock price
performance.

The graph shall not be deemed filed or incorporated by reference
into any filing under the Securities Act of 1933 or under the Securities
Exchange Act of 1934, except to the extent that we specifically incorporate this
graph by reference.

PEER
NASDAQ INDEX COMPANY
------ ----- --------
$ $ $

12/31/96 123 123 69
12/31/97 149 146 108
12/31/98 208 155 33
12/31/99 307 179 52
12/31/00 235 175 86

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of six (6)
members. The seven persons named below have been nominated by the Board of
Directors for election to hold office until the next annual meeting and until
their successors are elected and have been qualified.

It is the intention of the persons named in the accompanying proxy to
vote FOR the election of the persons named below as directors of the Company,
unless authority to do so is withheld. Proxies cannot be voted for a greater
number of persons than the nominees named. If events not now known or
anticipated make any of the nominees unwilling or unable to serve, the proxies
will be voted (in the discretion of the holders of such proxies) for other
nominees not named herein in lieu of those unwilling or unable to serve. The
Board of Directors is not aware of any circumstances likely to cause any nominee
to become unavailable for election.

INFORMATION CONCERNING DIRECTORS, DIRECTOR NOMINEES AND EXECUTIVE OFFICERS

The following table sets forth the name, age and position of each
Director and Director nominee:

NAME AGE POSITION
---- --- --------
Haim Tsuff................... 43 Chairman of the Board, Chief
Executive Officer and Director

Jackob Maimon............. 45 President, Director

Tina Maimon Arckens 47 Director, Secretary

Avihu Ginzberg 75 Director

Eyal Gibor 43 Director

Max Pridgeon 34 Director

All officers serve until the next annual meeting of directors and until
their successors are elected and qualified.

Haim Tsuff has been a director of the Company since January 1996 and the
Chairman of the Board of Directors and Chief Executive Officer since May 1996.
Mr. Tsuff is the sole director and owner of United Kingsway Ltd. and Chairman of
YHK General Manager Ltd. (which entity effectively controls Equital Ltd., JOEL
Ltd., Naphtha, Naphtha Holdings Ltd., public companies in Israel) and may be
deemed to control the Company. During the past five years, Mr. Tsuff has served
as General Manager of Painton Chemical Industries Ltd., a private company, which
produces printed material. Mr. Tsuff is also the Managing Director of Painton
Chemical Factors Ltd. (printed material), Madad Ltd. (printed material), Benfica
Holdings Ltd. (construction) and Benfica Ltd. (construction), all of which are
private companies. See Security Ownership of Certain Beneficial Owners.

Jackob Maimon has been President of the Company since November of 1999.
Mr. Maimon is the Chairman of the Board of Directors of Naphtha Israel Petroleum
Corporation Ltd. ("Naphtha") an Israeli entity, which holds indirectly through
Naphtha Holdings, Ltd. Another Israeli entity, over 50% of the issued and
outstanding stock of the Company. Mr. Maimon has held the position at Naphtha
since August 1996. Mr. Maimon is the brother of Tina Maimon Arckens, a director
of the Company.

Tina Maimon Arckens has been a director of the Company since March 1997
and Secretary of the Company since July 14, 1998. Mrs. Arckens is a director of
YHK General Manager Ltd. Mrs. Arckens is the sister of Jackob Maimon, the
Chairman of the Board of Directors of Naphtha Israel Petroleum Corp. Ltd. and
the President of the Company. Mrs. Maimon Arckens is a housewife.

Avihu Ginzburg has been a director of the Company since July 1997. Dr.
Ginzburg is currently Emeritus Professor in Geophysics at Tel Aviv University.
In 1996 he was Visiting Professor in Exploration Geophysics at Curtin
University, Perth, Western Australia; and, Research Fellow at the Department of
Geological Sciences, University College, London. From 1992 - 1995 Dr. Ginzburg
held the position of Chairman of Geophysics and Planetary Science at Tel Aviv
University.

Max Pridgeon has been a director of the Company since April 2001. From
March 1995 through the present time, Mr. Pridgeon has served as director of
MAXIM Wholesale and Marketing Co., a company which he founded. Concurrently,
from February 1999 through the present time, Mr. Pridgeon has also served as a
manager of sales for Europe and the Middle East for Blenfin XI, Netherlands, a
company that engages in the distribution of wooden picture frames. From April
1996 through January 1999, Mr. Pridgeon has also served as a property
acquisitions consultant to M.A. Realistic Estate, Netherlands, a company engaged
in the ownership and management of hotels in the Netherlands. From September
1989 through March 1995, he served as account manager and then export manager at
VERNO Holland, a company engaged in the marketing and distribution of oil
paintings.

Eyal Gibor has been a director of the Company since April 2001. From
January 1992 through the present time, Mr. Gibor has headed his own private
management consulting and advisory services company in Israel, engaging mainly
in the provision of consulting advice relating to real-estate investments andtax
planning. From June 1997 through August 1999, he also served as the general
manager of Israel Credit Line Complimentary Services, Ltd., a company engaged in
the provision of financial services. From June 1986 to January 1992, Mr. Gibor
was affiliated with the Israel based accounting firm of, Singer, Nir & Partners.
He holds a B.A. in economics and accounting from Tel Aviv University and, since
December 1993, has been qualified as a C.P.A. in Israel. Mr. Gibor presently
serves as a director of Binar Building and Investments Ltd., a company whose
securities are traded on the Tel-Aviv stock exchange.

Except as noted above, there are no family relationships between any of
the above executive officers, and there is no arrangement or understanding
between any of the above executive officers and any other person pursuant to
which he was selected as an officer. Each of the above executive officers was
elected by the Board of Directors to hold office until the next annual election
of officers and until his successor is elected and qualified or until his
earlier resignation or removal.

Board Committees and Meetings

During the course of 2000, the Board held one meeting. Each incumbent
director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors and (ii) the total number of meetings held by
all committees of the Board on which each director served. All directors hold
office until the next annual meeting of stockholders and the election and
qualification of their successors. Each of the non-employee directors receives
an annual cash payment of $3,500 for serving on the Board. None of the employee-
directors receive any cash compensation for serving on the Board.

Committees

The Company has a standing Audit Committee

The Audit Committee was established in April 2000 and is responsible for
reviewing the Company's financial procedures and controls, the general scope of
the annual audit and the fees charged by the independent auditors. The Audit
Committee Charter, which is attached as Appendix A, describes in greater detail
the role and responsibilities of the Audit Committee. This committee held one
meeting during the last fiscal year. The Audit Committee currently consists of
Mr.Eyal Gibor, Dr. Avihu Ginzburg and Mr. Max Pridgeon. The Company believes
that each of the members of the Audit Committee is an independent director as
defined by the Nasdaq Stock Market listing standards.

Report of the Audit Committee

The Audit Committee of the Board of Directors of the Company (the "Audit
Committee") is responsible for the Company's financial statements included in
the Company's annual report for the year 2000. In furtherance thereof, the Audit
Committee discussed with the Company's independent auditors for the fiscal year
2000 those matters communicated to and discussed with the Audit Committee under
applicable auditing standards, including information regarding the scope and
results of the audit. These recommendations and discussions are intended to
assist the Audit Committee in overseeing the financial reporting and disclosure
process. The Audit Committee was provided by the auditors the written
disclosures required by ISB No. 1 and discussed the auditor's independence with
the auditors. In this regard, the Audit Committee considered the amount of fees
paid by the Company to auditors for the audit of the year-end financial
statements and the review of the interim financial statements filed with each
quarterly report on Form 10-Q. This discussion informed the Audit Committee of
the auditor's independence, and assisted the Audit Committee in evaluating such
independence. Finally, the audit committee reviewed and discussed with the
Company's management and such auditor, the audited financial statements for the
year ended December 31, 2000.

Based on the discussions with the auditor concerning the audit, the
independence discussions and the financial statement review, the Audit Committee
recommended to the Board of Directors that the audited financial statements be
included in the Company's 2000 Annual Report on Form 10-K.

Dated: September 20, 2001

Audit Committee

Mr. Eyal Gibor
Dr. Avihu Ginzburg
Mr. Max Pridgeon

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF
THE NOMINEES TO THE BOARD OF DIRECTORS.

PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

Change in Accountants

On June 21, 2001, the Company dismissed KPMG LLP ("KPMG") as its
independent accountants. The decision to change accountants was approved by the
Board of Directors of the Company.

The reports of KPMG LLP on the financial statements of the Company for
each of the past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. In connection with the audits of the Company's financial
statements for each of the fiscal years ended December 31, 199 and December 31,
2000, and in the subsequent interim period ending March 31, 2001, there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of KPMG LLP would have caused
them to make reference thereto in their report on the financial statements of
the Company for such years.

On June 21, 2001, the the Board of Directors approved the engagement of
Mann Frankfort Stein & Lipp CPA, LLP ("MFS&L") as the Company's new independent
accountants for its fiscal year ending December 31, 2001. During the two most
recent fiscal years and through the date of the engagement of MFS&L, neither the
Company nor anyone on its behalf consulted with MFS&L regarding either the
application of accounting principles to a specified transaction, either
contemplated or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements.

The Company previously provided KPMG with a copy of the disclosures
made with respect to the change in accountants in connection with filing the
Current Report on Form 8-K filed June 26, 2001. KPMG furnished the Company with
a letter addressed to the Securities and Exchange Commission stating that it
agreed with the statements made by the Company in such Current Report. A copy of
the letter from Arthur Andersen LLP was filed as an exhibit to the Company's
Current Report on Form 8-K filed June 26, 2001.

It is anticipated that a member of MFS&L will be present at the
stockholder meeting.

Audit Fees

During 2000, KPMG billed the Company an aggregate of $140,000 for
professional services rendered in connection with the audit of the Company's
annual financial statements for the year ended December 31, 2000 and for the
review of the quarterly financial statements included in the Company's quarterly
report on Form 10Q.

Financial System Design and Implementation Fees

KPMG did not bill the Company for professional services related to
financial information systems design and implementation for the year ended
December 31, 2000.

Other Fees

Other than those fees described in the immediately preceding two
paragraphs, KPMG did not bill the Company for professional services for the year
ended December 31, 2000.

BOARD RECOMMENDATION

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR THE RATIFICATION OF THE APPOINTMENT OF MANN FRANKFORT STEIN & LIPP CPA, LLP
AS INDEPENDENT AUDITORS.

OTHER MATTERS

Management does not intend to present to the meeting any matters other
than matters referred to herein, and as of this date Management does not know of
any matter that will be presented by other persons named in the attached proxy
to vote thereon in accordance with their best judgment on such matters.

STOCKHOLDER PROPOSALS

Under the rules of the SEC, proposals of stockholders intended to be
presented at the 2002 Annual Meeting of Stockholders must be made in accordance
with the By-laws of the Company and received by the Company, at its principal
executive offices, for inclusion in the Company's proxy statement for that
meeting, no later than June 4, 2002. The Company's Board of Directors will
review any stockholder proposals that are filed as required and will determine
whether such proposals meet applicable criteria for inclusion in its 2001 proxy
statement.

ANNUAL AND QUARTERLY REPORTS

Enclosed is the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000, including audited financial statements, and the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001.
Such Annual Report on Form 10-K and Quarterly Report on Form 10-Q do not form
any part of the material for the solicitation of proxies.

SOLICITATION OF PROXIES

The Company will pay the cost of the solicitation of proxies.
Solicitation of proxies may be made in person or by mail, telephone, or telecopy
by directors, officers, and employees of the Company. The Company may also
engage the services of others to solicit proxies in person or by telephone or
telecopy. In addition, the Company may also request banking institutions,
brokerage firms, custodians, nominees, and fiduciaries to forward solicitation
material to the beneficial owners of Common Stock held of record by such
persons, and the Company will reimburse such persons for the costs related to
such services.

--------------------------

It is important that your shares be represented at the Annual Meeting.
If you are unable to be present in person, you are respectfully requested to
sign the enclosed proxy and return it in the enclosed stamped and addressed
envelope as promptly as possible.

By Order of the Board of Directors

/s/ Haim Tsuff
----------------------------
Haim Tsuff
Chairman of the Board

October 3, 2001

ISRAMCO, INC.
11767 KATY FREEWAY,
HOUSTON, TEXAS
HOUSTON, TEXAS 77079

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE
ANNUAL MEETING OF STOCKHOLDERS OCTOBER 30, 2001

The undersigned hereby constitutes and appoints HAIM TSUFF AND J.
MONROE CUTLER, and each of them, with full power of substitution, attorneys and
proxies to represent and to vote all the shares of common stock, par value $.001
per share, of ISRAMCO, INC. (the "Company"), that the undersigned would be
entitled to vote, with all powers the undersigned would possess if personally
present, at the Annual Meeting of Stockholders of the Company, to be held on
October 30, 2001, and at any adjournment thereof, on the matters set forth on
the reverse side and such other matters as may properly come before the meeting.

1. ELECTION OF DIRECTORS. Nominees: HAIM TSUFF, JACKOB MAIMON, TINA
ARCKENS MAIMON, AVIHU GINZBERG, EYAL GIBOR and MAX PRIDGEON (Mark
only one of the following boxes.)

[ ] VOTE FOR ALL NOMINEES LISTED ABOVE, EXCEPT VOTE WITHHELD
AS TO THE FOLLOWING NOMINEES (IF ANY):
--------------------

[ ] VOTE WITHHELD FROM ALL NOMINEES.

2. PROPOSAL TO RATIFY THE APPOINTMENT OF MANN FRANKFORT STEIN &
LIPP, CPA, LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2001.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. In Their Discretion, Upon Any Other Business That May Properly
Come Before the Meeting or Any Adjournment Thereof.

(CONTINUE AND SIGN ON OTHER SIDE)

(CONTINUED FROM OTHER SIDE)

This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR the election as directors of the nominees of the Board of
Directors, FOR the ratification of the appointment of Mann Frankfort Stein &
Lipp CPA, LLP as the Company's independent auditors for the fiscal year ending
December 31, 2001 and in the discretion of the Proxies named herein on any other
proposals to properly come before the Annual Meeting.

The undersigned acknowledges receipt of the accompanying Proxy
Statement dated October 3, 2001.

Dated: October 3, 2001

-------------------------------

-------------------------------
Signature of Shareholder(s)

(When signing as attorney,
trustee, executor,
administrator, guardian,
corporate officer, etc., please
give full title. If more than
one trustee, all should sign.
Joint owners must each sign.)
Please date and sign exactly as
name appears above.

I plan I do not plan

to attend the Annual Meeting.

CHARTER OF THE AUDIT COMMITTEE
OF THE
BOARD OF DIRECTORS
OF
ISRAMCO, INC.

I. AUDIT COMMITTEE PURPOSE

The Audit Committee of the Board of Directors of Isramco, Inc. (the "Company")
has been appointed by the Board of Directors to assist the Board of Directors in
fulfilling its oversight responsibilities. The Audit Committee's primary duties
and responsibilities are to:

o Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting and legal
compliance.

o Monitor the independence and performance of the Company's independent
auditors.

o Provide an avenue of communication among the Company's independent
auditors, management, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities and it shall have direct access to the
Company's independent auditors and to any officer or employee of the Company.
The Audit Committee has the authority to retain, at the Company's expense,
legal, accounting, or other consultants or experts it deems necessary in the
performance of its duties.

II. AUDIT COMMITTEE COMPOSITION AND MEETINGS

All Audit Committee members shall meet the requirements of the National
Association of Securities Dealers, Inc. (the "NASD") for membership on such a
committee. The Audit Committee shall be comprised of two or more directors as
determined by the Board of Directors, the majority of whom shall be independent
directors within the meaning of the rules of the NASD, free from any
relationship that would interfere with the exercise of his or her independent
judgment. All members of the Audit Committee shall have a basic understanding of
finance and accounting and be able to read and understand fundamental financial
statements, and at least one member of the Audit Committee shall have accounting
or related financial management expertise.

Audit Committee members shall be appointed by the Board of Directors. If an
audit committee Chair is not designated or present, the members of the Audit
Committee may designate a Chair by majority vote of the Audit Committee
membership.

The Audit Committee shall meet as frequently as circumstances dictate. The Audit
Committee Chair shall prepare and/or approve an agenda in advance of each
meeting. The Audit Committee shall consult privately with management, the
independent auditors and as a committee to discuss any matters that the Audit
Committee, management or the independent auditors believe should be discussed.

III. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES

The Audit Committee shall:

A-1

EXHIBIT A

REVIEW PROCEDURES

1. Review and reassess the adequacy of this Charter at least annually and
submit this Charter to the Board of Directors for approval and publishing
at least every three years in accordance with the regulations of the U.S.
Securities and Exchange Commission.

2. Review the Company's annual audited financial statements, such review to
include discussion with the Company's management and independent auditors
of significant issues regarding accounting principles, practices and
judgments.

3. In consultation with the Company's management and the independent auditors,
consider the integrity of the Company's financial reporting processes and
controls; discuss significant financial risk exposures and the steps the
Company's management has taken to monitor, control and report such
exposures; and review significant findings prepared by the Company's
independent auditors, together with management's responses thereto,
including the status of previous recommendations.

INDEPENDENT AUDITORS

4. Review the independence, and performance of the Company's independent
auditors and annually recommend to the Board of Directors the appointment
of the independent auditors or approve any discharge of independent
auditors when circumstances warrant.

5. Approve the fees and other significant compensation to be paid to the
Company's independent auditors.

6. On an annual basis, review and discuss with the Company's independent
auditors all significant relationships they have with the Company that
could impair the auditors' independence.

7. Review the audit plan of the Company's independent auditors; discuss the
scope, staffing, locations, reliance upon management and internal audit and
general audit approach.

A-2

8. Discuss the results of the year-end audit with the independent auditors;
discuss those matters required to be communicated to audit committees in
accordance with the American Institute of Certified Public Accountants A
Statement of Auditing Standards No. 61.

9. Consider the Company's independent auditors' judgments about the quality
and appropriateness of the Company's accounting principles as applied in
its financial reporting.

LEGAL COMPLIANCE

10. As the Audit Committee deems necessary or appropriate, review with the
Company's counsel any legal matters that could have a significant impact on
the organization's financial statements, the Company's compliance with
applicable laws and regulations and any inquiries received from regulators
or governmental agencies.

OTHER AUDIT COMMITTEE RESPONSIBILITIES

11. Annually prepare a report to shareholders as required by the Securities and
Exchange Commission, such report to be included in the Company's annual
proxy statement.

12. Perform any other activities consistent with this Charter, the Company's
By-laws and governing law, as the Audit Committee or the Board of Directors
deems necessary or appropriate.

13. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-3