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Exhibit 4.1




FIRST AMENDMENT TO RIGHTS AGREEMENT




     This First Amendment to Rights Agreement dated as of February 3, 1999 (the “Amendment”), is
between Magnum Hunter Resources, Inc., a Nevada corporation (the “Company”), and Securities
Transfer Corporation, as rights agent (the “Rights Agent”).



W I T N E S S E T H:




     WHEREAS, the Company and the Rights Agent are parties to a Rights Agreement dated as of
January 6, 1998 (the “Agreement”).



     WHEREAS, pursuant to Section 27 of the Agreement, the Company and the Rights Agent desire to
amend the Agreement in the manner set forth below.



     NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth,
the parties hereby agree as follows:



     Section 1. Defined Terms. Except as amended hereby, terms defined in the Rights Agreement
shall have the same meanings when used in this Amendment.



     Section 2. Amendments to Definitions.



     (a) The definition of “Acquiring Person” in Section 1 of the Agreement is amended to add the
following language at the end of such definition.




Notwithstanding anything contained in this Agreement to the contrary, neither ONEOK
Resources Company, a Delaware corporation (“ONEOK”), nor any of its Affiliates or
Associates shall become or be an Acquiring Person solely by virtue of either




     (i) the execution, delivery and performance of either that
certain Stock Purchase Agreement dated as of February 3, 1999
between ONEOK and the Company, as it may be amended from time to
time hereafter (such agreement, as so amended, being herein called
the “ONEOK Agreement”) or of the Collateral Agreements (as defined
in the ONEOK Agreement); or




     (ii) the consummation of the transactions contemplated by the
ONEOK Agreement and the Collateral Agreements; or




     (iii) without limiting the generality of clauses (i) and (ii)
above, the Beneficial Ownership by any of such Persons of shares of
Common Stock as a result of its beneficial ownership of shares of
ONEOK Preferred Stock.




unless and until such time as any such Person, together with its Affiliates and
Associates, is then the Beneficial Owner of 15% of more of the shares of Common
Stock then outstanding (including, without limitation, by virtue of



 









 






Beneficial Ownership referenced in clause (i), (ii) or (iii) above) and either (x)
such Person shall then purchase or otherwise become the Beneficial Owner of any
additional shares of Common Stock otherwise than as permitted by the Shareholder and
Voting Agreement (as defined in the ONEOK Agreement) or (y) any other Person who is
the Beneficial Owner of any shares of Common Stock shall become an Affiliate or
Associate of ONEOK.



          (b) A new definition of “ONEOK Preferred Stock” is hereby added to Section 1 of the Agreement
as follows:




     “ONEOK Preferred Stock” shall mean the 1999 Series A 8% Convertible Preferred
Stock, par value $1,000 per share, of the Company.



     Section 3. Amendments to Summary of Rights. The second full paragraph of the Summary of
Rights to Purchase Preferred Shares set forth in Exhibit C to the Rights Agreement shall be amended
to add the following sentence to such paragraph:




Neither ONEOK Resources Company, a Delaware corporation (“ONEOK”) nor any of its
affiliated or associated persons shall become or be an Acquiring Person as a result
of the execution, delivery and performance of that certain Stock Purchase Agreement
dated as of February 3, 1999 between ONEOK and the Company and any collateral
agreements and the consummation of any of the transactions contemplated thereby,
unless ONEOK, together with its affiliated and associated persons, becomes the
beneficial owner of additional shares of Common Stock otherwise than as permitted by
the Shareholder and Voting Agreement between ONEOK and the Company, or another
person that beneficially owns shares of Common Stock of the Company becomes an
affiliate or associate of ONEOK.



     Section 4. The term “Acquiring Person” wherever referred to in the Rights Agreement or in any
Exhibit thereto shall be deemed not to include ONEOK or any of its Affiliates or Associates except
as provided in this Amendment.



     Section 5. Severability. If any term, provision, covenant or restriction of this Amendment
is held by a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.



     Section 6. Governing Law. This Amendment shall be deemed to be a contract made under the
laws of the State of Nevada and for all purposes shall be governed by and construed in accordance
with the laws of such State applicable to contracts made and to be performed entirely within such
State.



     Section 7. Counterparts. This Amendment may be executed in any number of counterparts and
each of such counterparts shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same instrument.



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     Section 8. Effect of Amendment. Except as expressly modified herein, the Agreement shall
remain in full force and effect.



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of
the day and year first above written.



	 	 	 	 	 	 	 
	 	 	MAGNUM HUNTER RESOURCES, INC.
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/
	 	Gary C. Evans
	 	 	 	 	 
	

	 	 	 	 	 	Gary C. Evans
	

	 	 	 	 	 	President and Chief Executive Officer
	 
	 	 	 	 	 	 
	 	 	SECURITIES TRANSFER CORPORATION
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/
	 	George Johnson
	 	 	 	 	 
	

	 	 	 	 	 	George Johnson
	

	 	 	 	 	 	Vice President







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