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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

NOTICE IS HEREBY GIVEN that the 2003 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
June 10, 2003 at 9:00 A.M., local time, for the following purposes:

(i) to elect five 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,
2003; 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 April 25, 2003,
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

Haim Tsuff
Chairman of the Board
Chief Executive Officer

April 30, 2003

PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED PROXY AND PROMPTLY RETURN IT IN THE
ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY 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 JUNE 10, 2003

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 2003 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, June 10, 2003 at 9:00 A.M., local time, and any adjournment(s) thereof.
The purposes of the Annual Meeting are:

(i) to elect five 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, 2003; 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, 2003; 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
will first be mailed to stockholders on or about May 2, 2003.

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 April
25, 2003 (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.

Number of Shares Percent of
Name of Beneficial Owner (1) Beneficially Owned (2) Common Stock (2)

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

Jackob Maimon 69,995(4) 2.58%

Daniel Avner -- *

Yossi Levy -- *

Prof. Avihu Ginzburg -- *

Max Pridgeon -- *

Eyal Gibor -- *

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

* Less than 1%

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

(2) 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.

(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 2000, Mr. Tsuff was granted five year options to purchase up
to 69,995 shares of the Company's stock.

(4) In March 2000, 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:

Number of Shares Percent of
Name of Beneficial Owner (1) Beneficially Owned (2) Common Stock (2)

Naphtha Holdings Ltd.* 1,325,222 50.20%

Haim Tsuff * 69,995 2.58%

United Kingsway Ltd. * *

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

(2) Beneficial ownership is determined in accordance with the rules of 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.

* 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) is a director of YHK General Manager
Ltd. YHK owns of record approximately 42.4% of Equital Ltd. (formerly known as
Pass-port Ltd.), Equital Ltd. owns approximately 42.4% of J.O.E.L. - Jerusalem
Oil Exploration Ltd. (JOEL), JOEL owns approximately 86.6% of Naphtha Israel
Petroleum, Ltd. ("Naphtha"), which holds 100% of Naphtha Holdings Ltd. JOEL also
owns approximately 8.2% of the shares of Equital Ltd. Naphtha Holdings Ltd. owns
of record approximately 50.20% 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 approximately
48.90%.

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

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, 2002, 2001 and 2000 by the Company's 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

Long Term
Annual Compensation Compensation
------------------- ------------

Securities
Name and Other Annual Underlying
Principal Position Year Salary($) Bonus($) Compensation($) Options(#)(1)

Haim Tsuff 2002 240,000 -- -- --
Chairman of the Board 2001 240,000 125,000 -- --
and Chief Executive 2000 240,000 100,000 -- 69,995
Officer

Jackob Maimon 2002 240,000 -- -- --
President 2001 240,000 125,000 -- --
2000 240,000 100,000 -- 69,995

Daniel Avner 2002 180,000 -- -- --
Vice President 2001 180,00 75,000 -- --
2000 180,000 50,000 -- --

Yossi Levy 2002 104,000 -- -- --
Branch Manager 2001 91,000 4,500 -- --
2000 100,000 -- -- --

Joshua Folkman 2002 100,000 -- -- --
Exploration Manager 2001 100,000 4,800 -- --
Branch Office 2000 102,000 2,000 -- --

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

OPTIONS GRANTED IN 2002

None of the Named Executive Directors were granted any options during the
year ended December 31, 2002.

AGGREGATED OPTION EXERCISES IN 2002 AND 2002 YEAR END OPTION VALUES

Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options at in-the-Money Options
Acquired on Value December 31, 2002(#) at December 31, 2002($)(1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable

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

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

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

(1) Based upon the difference between the exercise price of such options and the
closing price of the Common Stock ($2.73) on December 31, 2002, as reported on
NASDAQ.

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 and contains certain customary
confidentiality and non-compete provisions. If the consulting agreement is
terminated by the Company other than for cause, then the entity is entitled to
receive the equivalent of payments due through the remaining term of the
agreement.

In November of 1999 the Company entered into a consulting agreement with
Worldtech Inc., a Mauritius 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. The agreement contains certain customary
confidentiality and non-compete provisions. If the consulting agreement is
terminated by the Company other than for cause, then the entity is entitled to
receive the equivalent of payments due through the remaining term of the
agreement.

In August of 1997 the Company entered into a consulting agreement with
Romulas Investment Ltd. (which Agreement has since 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 provide
a company car and company furnished apartment to Consultant, if available. The
Consulting Agreement is in effect through July 2004. The agreement contains
certain customary confidentiality and non-compete provisions. If the consulting
agreement is terminated by the Company other than for cause, then the entity is
entitled to receive the equivalent of payments due through the remaining term of
the agreement.

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
$104,000.

Joshua Folkman is employed as Explorations Manager pursuant to which he
is paid an annual salary of $100,000. 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.

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 40 Vice President

Yossi Levy 51 Branch Manager, Israel Branch

Daniel Avner was President of the Company from July 1997 through October
1999, whereupon he resigned. Mr. Avner has been Vice President since October
1999. 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. Since January 1, 2002, Mr. Levy has been the
general manager of J.O.E.L. - Jerusalem Oil Exploration Ltd. (JOEL), an
affiliate of the Company.

(ii) The following table sets forth certain required information relating
to the shares of Common Stock issuable on an aggregated basis under the
Company's 1993 Stock Option Plan.

EQUITY COMPENSATION PLAN INFORMATION

Plan Category Number of Weighted- Number of
securities to average securities
be issued exercise price of remaining
upon outstanding available for
exercise of options, future
outstanding warrants issuance.
options, and rights
warrants and
rights
(a) (b) (c)

Equity compensation plans approved by
security holders 29,750 $21.00 20,250

Equity compensation plans not approved
by security holders 139,990 $ 4.28 --
--------- -------- ---------
Total
169,740 $ 7.21 20,250

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During 2002 and 2001, the Company paid Naphtha, respectively, $15,760 and
$9,125 per month in respect of office services for its Israeli Branch office.
Mr. Haim Tsuff, the Company's Chairman and Chief Executive Officer, is deemed to
control Naphtha.

On January 1, 2001 the Company retained the services of I.O.C. Israel Oil
Company ("I.O.C.") in connection with the operation of Jay Petroleum LLC and Jay
Management Company LLC (wholly owned subsidiaries of the Company). In
consideration thereof, the Company paid I.O.C. $120,000 for 2002 and $240,000
for 2001. Mr. Haim Tsuff, the Company's Chairman and Chief Executive Officer, is
deemed to control I.O.C.

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.

Based solely on review of the copies of such forms received by the
Company with respect to 2002, the Company believes that all of the filing
obligations of officers, directors and 10% stockholders under Section 16 (a)
during 2002 have been complied with.

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 GICS (Global Industry Classification
Standard) Standard & Poor's Oil & Gas Exploration and Production Index ("Peer
Index") for the period of five years commencing on January 1, 1998 and ending on
December 31, 2002. The graph assumes that $100 was invested on January 1, 1998
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. As a published industry index, the Company used the Standard &
Poor's Oil Composite Index in the prior year. The Company has selected a
different industry index than the prior year because the industry index it used
in the prior year is no longer published. Accordingly, the Company is unable to
compare total return with both the newly selected industry index and the
discontinued industry index used in the prior year. The Company believes that
the GICS (Global Industry Classification Standard) Standard & Poor Oil & Gas
Exploration and Production index provides an appropriate industry index.

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 the Company specifically incorporates this graph
by reference.

[Performance Graph}

PEER
YEAR NASDAQ INDEX COMPANY
$ $ $

12/31/98 139.6 67.4 30.8
12/31/99 259.0 79.0 47.8
12/31/00 157.2 123.9 79.3
12/31/01 124.1 96.8 48.0
12/31/02 85.0 94.1 33.6

PROPOSAL NO. 1
ELECTION OF DIRECTORS

The Board of Directors of the Company currently consists of five (5)
members. The 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 46 Chairman of the Board, Chief Executive
Officer and Director

Jackob Maimon 47 President, Director

Avihu Ginzberg 77 Director

Eyal Gibor 45 Director

Max Pridgeon 36 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,
Naphtha and Naphtha Holdings Ltd.) 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.

Jackob Maimon has been President of the Company since November 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.

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. Since
December 2002, Mr. Pridgeon has served as a director and executive officer of
Griffin Decorations, a business which he founded. From March 1995 through
December 2002, he served as director of MAXIM Wholesale and Marketing Co., a
company which he founded. Concurrently, from February 1999, 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 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, Mr. Pridgeon 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, 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, Mr. Gibor 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. Mr.
Gibor 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.

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. During the course of 2002, the Board held two meetings. Each of the
non-employee directors receives a cash payment of $750 for each Board meeting
attended. 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"). 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 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 FOLLOWING REPORT OF THE AUDIT COMMITTEE DOES NOT CONSTITUTE SOLICITING
MATERIAL AND SHOULD NOT BE DEEMED FILED OR INCORPORATED BY REFERENCE INTO ANY
OTHER OF THE COMPANY'S FILINGS UNDER THE SECURITIES ACT OF 1933 OR UNDER THE
SECURITIES ACT OF 1934, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY
INCORPORATE THIS REPORT BY REFERENCE.

The Audit Committee of the Board of Directors of the Company is
responsible for the Company's financial statements included in the Company's
annual report for the year 2002. In furtherance thereof, the Audit Committee
discussed with the Company's independent auditors for the fiscal year 2002 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
Statement of Auditing Standards, 61 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, 2002.

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 2002 Annual Report on Form 10-K.

Dated: April 30, 2003

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

The Audit Committee has selected the firm of Mann Frankfort Stein & Lipp,
CAPs ("MFS&L"), as independent auditors to audit the Company's consolidated
financial statements for the fiscal year ending December 31, 2003. MFS&L
performed audit services for the Company in 2002, including an examination of
the consolidated financial statements and services related to filings with the
Securities and Exchange Commission and has served as the Company's auditors
since June 2001. MFS&L performed all of its services in 2002 at customary rates
and terms.

It is anticipated that a member of MFS&L will be present at the
stockholder meeting and will be available to respond to your questions.

If the stockholders do not ratify the selection of independent
accountants, the Audit Committee will reconsider the appointment. However, even
if the stockholders ratify the selection of MFS&L, the Audit Committee may
appoint new independent accountants at any time during the year if it believes
that such a change would be in the best interests of the Company and its
stockholders.

AUDIT FEES

MFS&L billed the Company an aggregate of $70,709 for professional
services rendered in connection with the audit of the Company's annual financial
statements for the year ended December 31, 2002 and for the review of the
quarterly financial statements included in the Company's quarterly report on
Form 10Q.

AUDIT-RELATED FEES

Other than the audit fees described in the immediately preceding
paragraph, MFS&L did not bill the Company for professional services rendered in
connection with other audit-related services for the year ended December 31,
2002.

TAX FEES

During 2002, MFS&L billed the Company an aggregate of $23,873 for
professional services rendered in connection with the review of tax compliance
and tax planning.

ALL OTHER FEES

Other than those fees described in the immediately preceding paragraphs,
MFS&L did not bill the Company for professional services for the year ended
December 31, 2002.

The Audit Committee considered whether the tax services provided to the
Company by MFS&L is compatible with MFS&L's independence and determined that the
provision of such services would not adversely affect that independence.

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 2004 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 January 2, 2004. 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 2004 proxy
statement.

ANNUAL AND QUARTERLY REPORTS

Enclosed is the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002. Such Annual Report on Form 10-K does 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

April 30, 2003

ISRAMCO, INC.
11767 KATY FREEWAY
HOUSTON, TEXAS 77079

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
COMPANY FOR THE
ANNUAL MEETING OF STOCKHOLDERS JUNE 10, 2003

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 June 10, 2003,
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, 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,
2003.

|_| FOR |_| AGAINST |_| ABSTAIN

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

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, 2003 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
April 30, 2003.

Dated: April 30, 2003

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.