UNITED STATES SECURITIES AND EXCHANGE COMMISION
                             Washington, D.C. 20549

                                    Form 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934

     For the quarterly period ended March 31, 2002

                        Commission File Number 333-42641

                                   [RAM LOGO]

                                RAM Energy, Inc.
             (Exact name of registrant as specified in its charter.)


             Delaware                                  52-1535102
             --------                                  ----------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                      Identification No.)

5100 East Skelly Drive, Suite 650
        Tulsa, Oklahoma                                      74135
        ---------------                                      -----
(Address of principal executive offices)                  (Zip Code)



       Registrant's telephone number, including area code: (918) 632-0620

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                YES [X]   NO [  ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date:

             2,727,000 shares of common stock issued and outstanding
<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----
PART I.    FINANCIAL INFORMATION............................................

     Item 1.  Financial Statements

           Balance Sheets - December 31, 2001 and March 31, 2002
                (Unaudited).................................................

           Statements of Operations - Three months ended March 31, 2001
                and 2002 (Unaudited)........................................

           Statements of Cash Flows - Three months ended March 31, 2001
                and 2002 (Unaudited)........................................

           Notes to Financial Statements (Unaudited)........................

     Item 2.  Management's Discussion and Analysis of Financial Condition
                and Results of Operations...................................

     Item 3.  Quantitative and Qualitative Disclosures about Market Risk ...

PART II.   OTHER INFORMATION................................................

     Item 1.  Legal Proceedings ............................................

     Item 2.  Changes in Securities and Use of Proceeds ....................

     Item 3.  Defaults Upon Senior Securities ..............................

     Item 4.  Submission of Matters to a Vote of Security Holders ..........

     Item 5.  Other Information.............................................

     Item 6.  Exhibits and Reports on Form 8-K..............................

SIGNATURES

<PAGE>
PART I.  FINANCIAL INFORMATION

     Item 1.  Financial Statements
<TABLE>
                                          RAM Energy, Inc.

                                     Consolidated Balance Sheets
                                       (Dollars in Thousands)
<CAPTION>
                                                                   December 31,           March 31,
                                                                       2001                  2002
                                                                   ------------ -------------------
                                                                                   (Unaudited)
<S>                                                                <C>               <C>
Assets
Current assets:
   Cash and cash equivalents                                       $    19,874       $    10,461
   Accounts receivable:
      Escrow cash                                                        6,375             3,797
      Natural gas and oil sales                                          1,921             1,573
      Joint interest operations, net of allowance for doubtful
        accounts of $532 in 2001 and $982 in 2002                        1,243               829
      Other                                                                 47               176
   Prepaid expenses and deposits                                           626               696
                                                                   ------------      ------------
Total current assets                                                    30,086            17,532

Properties and equipment at cost:
   Natural gas and oil properties and equipment, based on full
     cost accounting                                                    49,449            50,370
   Pipeline system                                                      39,813            39,816
   Other property and equipment                                          4,497             4,348
                                                                   ------------      ------------
                                                                        93,759            94,534
   Less accumulated amortization and depreciation                       28,281            29,459
                                                                   ------------      ------------
Net properties and equipment                                            65,478            65,075

Other assets:
   Deferred offering costs, net of accumulated amortization
     of $1,539 in 2001 and $1,640 in 2002                                2,462             2,361
   Other                                                                   296             1,784
                                                                   ------------      ------------
Total assets                                                       $    98,322       $    86,752
                                                                   ============      ============

Liabilities and Stockholders' Deficiency
Current liabilities:
   Accounts payable:
      Trade                                                        $     4,115       $     2,003
      Natural gas and oil proceeds due others                            4,186             1,904
      Related parties                                                       76               175
   Accrued liabilities:
      Compensation                                                       1,048               170
      Interest                                                           3,988             1,302
      Litigation settlement                                                  -               300
      Other                                                                 27                41
   Gas balancing liability                                                  41                41
   Long-term debt due within one year                                      135                79
                                                                   ------------      ------------
Total current liabilities                                               13,616             6,015

Gas balancing liability and other not expected to be
  settled within one year                                                2,194             2,194
Long-term debt due after one year                                       91,265            91,219
Deferred income taxes                                                   10,994             9,503
Commitments and contingencies                                              600               600

Stockholders' deficiency:
   Preferred stock, $.01 par value; authorized--
     5,000,000 shares; none issued                                           -                 -
   Common stock, $.01 par value; authorized--
     15,000,000 shares; issued and outstanding--
     2,727,000 shares                                                       27                27
   Paid-in capital                                                          16                16
   Accumulated deficit                                                 (20,390)          (22,822)
                                                                   ------------      ------------
Stockholders' deficiency                                               (20,347)          (22,779)
                                                                   ------------      ------------
Total liabilities and stockholders' deficiency                     $    98,322       $    86,752
                                                                   ============      ============
</TABLE>


See accompanying notes.

<TABLE>
                                  RAM Energy, Inc.

                       Consolidated Statements of Operations
                                    (Unaudited)
                (Dollars in Thousands, Except for Per Share Amounts)
<CAPTION>
                                                            Three months ended
                                                                 March 31,
                                                           2001            2002
                                                        ----------      ----------
<S>                                                     <C>             <C>
Operating revenues:
   Natural gas and oil sales                            $    9,782      $    1,980
   Pipeline system                                           5,962           2,529
   Other                                                        22             103
                                                        ----------      ----------
Total operating revenues                                    15,766           4,612

Operating expenses:
   Natural gas and oil production taxes                        966             267
   Natural gas and oil production expenses                   1,296             615
   Pipeline system purchases                                 4,457           2,065
   Pipeline system operations                                   91             179
   Amortization and depreciation                             2,440           1,370
   Provision for doubtful receivable                             -             450
   General and administrative, overhead and
     other expenses, net of operator's overhead fees
                                                               946           1,139
                                                        ----------      ----------
Total operating expenses                                    10,196           6,085
                                                        ----------      ----------
Operating income (loss)                                      5,570          (1,473)

Other income (expense):
   Interest expense                                         (3,634)         (2,604)
   Interest income                                              35             154
                                                        ----------      ----------
Income (loss) before income taxes                            1,971          (3,923)

Income tax provision (benefit)                                 750          (1,491)
                                                        ----------      ----------
Net income (loss)                                       $    1,221      $   (2,432)
                                                        ==========      ==========

Net loss per share--basic and diluted                         $.45           $(.89)
                                                        ==========      ==========

Weighted average shares outstanding                      2,727,000       2,727,000
                                                        ==========      ==========
</TABLE>

See accompanying notes.

<TABLE>
                                    RAM Energy, Inc.

                          Consolidated Statements of Cash Flows
                                 (Dollars in Thousands)
                                       (Unaudited)
<CAPTION>
                                                                Three months ended
                                                                     March 31,
                                                               2001             2002
                                                            ----------       ----------
<S>                                                         <C>              <C>
Operating Activities
Net income (loss)                                           $   1,221        $  (2,432)
Adjustments to reconcile net income (loss) to net cash
   provided by (used in) operating activities:
      Amortization of Senior Notes discount included in
        interest expense                                           39               39
      Amortization and depreciation:
        Natural gas and oil properties and equipment            1,634              702
        Pipeline system                                           488              498
        Senior Notes fees                                         117              101
        Credit facility fees                                      135                -
        Other property and equipment                               66               69
      Deferred income taxes                                       750           (1,491)
      Provision for doubtful receivable                             -              450
      Cash provided by (used in) changes in operating
        assets and liabilities:
        Prepaid expenses and deposits                             116              (70)
        Accounts receivable                                    (1,525)             183
        Accounts payable                                        2,774           (4,274)
        Accrued liabilities and other                          (2,371)          (3,268)
        Gas balancing liability                                  (154)               -
                                                            ----------       ----------
Total adjustments                                               2,069           (7,061)
                                                            ----------       ----------
Net cash provided by (used in) operating activities             3,290           (9,493)

Investing Activities
Proceeds released from escrow                                       -            2,578
Payments for natural gas and oil properties and equipment      (2,411)            (937)
Proceeds from sales of natural gas and oil properties
  and equipment                                                    72                -
Payments for other property and equipment                         (69)             (10)
Payments for pipeline system                                       (5)              (3)
Payments for other assets                                         (85)               -
Proceeds from sales of other assets                                 -               12
                                                            ----------       ----------
Net cash provided by (used in) investing activities            (2,498)           1,640

Financing Activities
Principal payments on other long-term debt                        (58)             (60)
Proceeds from borrowings on other long-term debt                1,055                -
Payment for standby letter of credit                                -           (1,500)
                                                            ----------       ----------
Net cash provided by (used in) financing activities               997           (1,560)
                                                            ----------       ----------
Increase (decrease) in cash and cash equivalents                1,789           (9,413)

Cash and cash equivalents at beginning of period                  917           19,874
                                                            ----------       ----------
Cash and cash equivalents at end of period                  $   2,706        $  10,461
                                                            ==========       ==========

Disclosure of Non Cash Investing and Financing Activities
   Accrued interest added to principal balance of Foothill
     credit facility                                        $     774        $       -
                                                            ==========       ==========
</TABLE>

See accompanying notes.
<PAGE>
                                RAM Energy, Inc.

              Notes to Unaudited Consolidated Financial Statements

1.   Summary  of  Significant  Accounting  Policies,  Organization  and Basis of
     Financial Statements

The accompanying unaudited consolidated financial statements present the results
of  operations  and  cash  flows  of RAM  Energy,  Inc.  (the  Company)  for the
three-month  periods ended March 31, 2001 and 2002.  These financial  statements
include all adjustments,  consisting of normal and recurring adjustments, which,
in the opinion of  management,  were  necessary for a fair  presentation  of the
financial position and the results of operations for the indicated periods.  The
results  of  operations  for the three  months  ended  March 31,  2002,  are not
necessarily  indicative  of the results to be expected  for the full year ending
December 31, 2002. Certain  reclassifications have been made to the prior period
statements to conform with current year  presentation.  Reference is made to the
Company's  Annual Report on Form 10-K for the year ended  December 31, 2001, for
an expanded  discussion of the Company's  financial  disclosures  and accounting
policies.

Nature of Operations and Organization

The Company operates  exclusively in the upstream segment of the natural gas and
oil industry with activities including the drilling, completion and operation of
natural gas and oil wells.  The Company  conducts the majority of its operations
in the states of Oklahoma, Texas and New Mexico. Additionally,  the Company owns
and  operates a pipeline  system and a  saltwater  disposal  operation  in north
central  Oklahoma  (the  Pipeline   System).   The  Pipeline  System  purchases,
transports and markets  natural gas and oil production and disposes of saltwater
from properties owned by other oil and gas companies.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of the Company and
its wholly owned subsidiaries.  All significant  intercompany  transactions have
been eliminated.

2.   Financial Instruments

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents,  trade  receivables  and  payables,  installment  notes and capital
leases,  and variable rate long-term  debt  approximate  their fair values.  The
carrying  value of the Senior Notes exceeded the fair value at December 31, 2001
and  March  31,  2002,  by  approximately   $23.9  million  and  $27.6  million,
respectively, based on quoted market prices.

3.   Escrow Cash

Effective  December 1, 2001,  the Company sold to Carmen  Acquisition  Corp.,  a
subsidiary of Chesapeake Energy Corporation,  all of the Company's producing and
non-producing oil and gas properties  located in 17 counties in Oklahoma,  Texas
and New Mexico.  The base  purchase  price of $76.0  million  (before  customary
closing  and  post-closing  adjustments)  was  paid  85% in cash  and 15% by the
surrender or approximately $11.1 million principal amount of the Company's 11.5%
Senior  Notes due 2008  valued  at par.  At the  closing,  $7.5  million  of the
purchase price  consisting of $6.4 million cash and $1.1 million in Senior Notes
was deposited in escrow pending  determination of any post-closing  adjustments.
During the quarter ended March 31, 2002, the Company received approximately $3.0
million of the escrow  amounts  consisting of $2.6 million cash and $0.5 million
Senior Notes. On April 9, 2002, the Company received an additional  distribution
of  $3.4  million  in cash  and  $0.6  million  in  Senior  Notes  resulting  in
approximately  $0.5  million  remaining  in escrow to be  disbursed  pending the
resolution  of the remaining  potential  post-closing  adjustments.  The Company
expects all material amounts remaining in escrow will be released to the Company
in the second quarter of 2002.

4.   Subsidiary Guarantors

The Company's Senior Notes are fully and unconditionally guaranteed, jointly and
severally,  on a senior  unsecured  basis,  by all of the Company's  current and
future subsidiaries (the Subsidiary Guarantors).  The following table sets forth
condensed consolidating financial information of the Subsidiary Guarantors after
their  acquisition or formation in 1998.  There are currently no restrictions on
the ability of the Subsidiary Guarantors to transfer funds to the Company in the
form of cash dividends, loans or advances.

The following  represents  the condensed  consolidating  balance  sheets for the
Company and its subsidiaries at December 31, 2001 and March 31, 2002:

<TABLE>
<CAPTION>
                                                                                                                      Total
                                                                                Subsidiary      Consolidating     Consolidated
                                                                   Parent       Guarantors       Adjustments         Amounts
                                                                -----------    ------------     -------------     ------------
<S>                                                             <C>            <C>              <C>               <C>
December 31, 2001
Current assets                                                  $    27,381    $     16,455     $    (13,750)     $     30,086
Property and equipment, net                                           9,691          55,787                -            65,478
Investment in subsidiary                                             46,412               -          (46,412)                -
Other assets                                                          2,422             336                -             2,758
                                                                ------------   -------------    -------------     -------------
Total assets                                                    $    85,906    $     72,578     $    (60,162)     $     98,322
                                                                ============   =============    =============     =============

Current liabilities                                             $    23,389    $      3,977     $    (13,750)     $     13,616
Long-term debt                                                       91,222              43                -            91,265
Other non-current liabilities                                         2,794               -                -             2,794
Deferred income taxes                                               (11,152)         22,146                -            10,994
                                                                ------------   -------------    -------------     -------------
Total liabilities                                                   106,253          26,166          (13,750)          118,669

Stockholders' equity (deficiency)                                   (20,347)         46,412          (46,412)          (20,347)
                                                                ------------   -------------    -------------     -------------
Total liabilities and stockholders' equity (deficiency)
                                                                $    85,906    $     72,578     $    (60,162)     $     98,322
                                                                ============   =============    =============     =============

March 31, 2002
Current assets                                                  $    16,076    $     18,412     $    (16,956)     $     17,532
Property and equipment, net                                           9,287          55,788                -            65,075
Investment in subsidiary                                             46,945               -          (46,945)                -
Other assets                                                          3,859             286                -             4,145
                                                                ------------   -------------    -------------     -------------
Total assets                                                    $    76,167    $     74,486     $    (63,901)     $     86,752
                                                                ============   =============    =============     =============

Current liabilities                                             $    21,297    $      1,674     $    (16,956)     $      6,015
Long-term debt                                                       91,180              39                -            91,219
Other non-current liabilities                                         2,794               -                -             2,794
Deferred income taxes                                               (16,325)         25,828                -             9,503
                                                                ------------   -------------    -------------     -------------
Total liabilities                                                    98,946          27,541          (16,956)          109,531

Stockholders' equity (deficiency)                                   (22,779)         46,945          (46,945)          (22,779)
                                                                ------------   -------------    -------------     -------------
Total liabilities and stockholders' equity (deficiency)         $    76,167    $     74,486     $    (63,901)     $     86,752
                                                                ============   =============    =============     =============
</TABLE>

4. Subsidiary Guarantors (continued)

The following  represents the condensed  consolidating  statements of operations
and  statements  of cash  flows for the  Company  and its  subsidiaries  for the
three-months ended March 31, 2001 and 2002:

<TABLE>
<CAPTION>
                                                                                                            Total
                                                                             Subsidiary    Consolidating   Consolidated
                                                                  Parent     Guarantors    Adjustments       Amounts
                                                                  ------     ----------    -----------       -------
<S>                                                            <C>           <C>           <C>            <C>
Three-months ended March 31, 2001
Operating revenues                                             $   10,418    $    9,367    $    (4,019)   $    15,766
Operating expenses                                                  4,832         5,364              -         10,196
                                                               -----------   -----------   ------------   ------------
Operating income                                                    5,586         4,003         (4,019)         5,570
Other income (expense)                                             (3,615)           16              -         (3,599)
                                                               -----------   -----------   ------------   ------------
Income (loss) before income taxes                                   1,971         4,019         (4,019)         1,971
Income taxes                                                          750             -              -            750
                                                               -----------   -----------   ------------   ------------
Net income (loss)                                              $    1,221    $    4,019    $    (4,019)   $     1,221
                                                               ===========   ===========   ============   ============

Cash flows provided by (used in) operating activities          $    2,138    $    1,152    $         -    $     3,290
Cash flows provided by (used in) investing activities              (2,185)         (313)             -         (2,498)
Cash flows provided by (used in) financing activities               4,197        (3,200)             -            997
                                                               -----------   -----------   ------------   ------------
Increase (decrease) in cash and cash equivalents                    4,150        (2,361)             -          1,789
Cash and cash equivalents at beginning of period                      369           548              -            917
                                                               -----------   -----------   ------------   ------------
Cash and cash equivalents at end of period                     $    4,519    $   (1,813)   $         -    $     2,706
                                                               ===========   ===========   ============   ============

Three-months ended March 31, 2002
Operating revenues                                             $    2,151    $    2,994    $      (533)   $     4,612
Operating expenses                                                  3,618         2,467              -          6,085
                                                               -----------   -----------   ------------   ------------
Operating income (loss)                                            (1,467)          527           (533)        (1,473)
Other income (expense)                                             (2,456)            6              -         (2,450)
                                                               -----------   -----------   ------------   ------------
Income (loss) before income taxes                                  (3,923)          533           (533)        (3,923)
Income taxes                                                       (1,491)            -              -         (1,491)
                                                               -----------   -----------   ------------   ------------
Net income (loss)                                              $   (2,432)   $      533    $      (533)   $    (2,432)
                                                               ===========   ===========   ============   ============

Cash flows provided by (used in) operating activities          $   (4,181)   $   (5,312)   $         -    $    (9,493)
Cash flows provided by (used in) investing activities                  49         1,591              -          1,640
Cash flows provided by (used in) financing activities                  (3)       (1,557)             -         (1,560)
                                                               -----------   -----------   ------------   ------------
Increase (decrease) in cash and cash equivalents                   (4,135)       (5,278)             -         (9,413)
Cash and cash equivalents at beginning of period                    1,299        18,575              -         19,874
                                                               -----------   -----------   ------------   ------------
Cash and cash equivalents at end of period                     $   (2,836)   $   13,297    $         -    $    10,461
                                                               ===========   ===========   ============   ============
</TABLE>

4. Subsidiary Guarantors (continued)

The  Company has not  allocated  any  portion of its  long-term  debt or related
accounts,  including accrued interest payable,  unamortized debt issue costs and
unamortized issue discount to its subsidiaries. In addition, the Company has not
allocated general and administrative expenses,  interest charges or income taxes
to its subsidiaries.  Accordingly, the above condensed consolidating information
is not intended to present the Company's subsidiaries on a stand-alone basis.

5. Comprehensive Loss

Components of comprehensive loss for the three-month periods are as follows:

<TABLE>
<CAPTION>
                                                          Three months ended
                                                               March 31,
                                                               ---------
                                                        2001           2002
                                                        ----           ----
<S>                                                   <C>           <C>
Net income (loss)                                     $ 1,221       $ (2,432)
Other comprehensive loss, net of tax:
    Transition adjustment upon adoption of SFAS
       No. 133 at January 1, 2001                      (4,596)             -
    Reclassification adjustments - contract
       Settlements                                      1,412              -
    Change in the value of derivative contracts         1,730              -
                                                      --------      ---------
Comprehensive loss                                    $  (233)      $ (2,432)
                                                      ========      =========
</TABLE>

6. Contingencies

In 1996, the Company's  predecessor sold an natural gas and oil property located
in Louisiana state waters in Plaquemines  Parish.  The property included several
uneconomical  wells for which the Company estimated the plugging and abandonment
(P&A) obligation to be approximately $1,020,000. The purchaser provided a letter
of credit and a bond totaling $420,000 to ensure funding of a portion of the P&A
obligation.  The P&A  obligation  would  revert to the  Company in the event the
purchaser  does not  complete  the  required  P&A  activities.  As a result,  in
connection  with  the  sale the  Company  recorded  a  contingent  liability  of
$600,000, which is included in the accompanying consolidated balance sheets.

In connection with the Company's sale to Carmen  Acquisition  Corp., a holder of
approximately  $50.9 million  principal amount of the Company's Senior Notes has
claimed that certain  events of default have occurred  that,  if  substantiated,
could cause the  Company's  Senior Notes to become due and payable  immediately.
Management of the Company has responded to all claims made by the noteholder and
believes  that all claims  will be  successfully  resolved  and that no event of
default has occurred.

7. Subsequent Events

The Company was involved in litigation with the Commissioners of the Land Office
(CLO) over alleged  improper royalty payments made to the State on gas purchased
by the Company's pipeline system. The Company purchased the pipeline system from
Carlton Resources  Corporation  (Carlton) in 1998. The alleged improper payments
occurred primarily prior to the time that the Company owned the pipeline system.
During April 2002, the Company  settled the lawsuit  resulting in a payment made
by the Company to the CLO for  $515,000.  The Company has been  reimbursed  by a
former joint venture partner of Carlton for $250,000.  The Company believes that
the former  stockholders of Carlton are liable for the remaining  portion of the
settlement amount as well as legal fees incurred by the Company in defending the
litigation.  At March 31, 2002,  the Company  recorded a provision  for doubtful
receivable of $450,000  representing  the portion of the settlement  payment and
legal  fees  believed  to be owed by the former  stockholders  of  Carlton.  The
Company  intends to pursue all legal  remedies in  collecting  this amount,  and
should the Company prevail wholly or partially,  such amount will be recorded in
income at the time of collection.

In April 2002, the Company acquired additional  interests in certain oil and gas
properties  already owned by the Company located in Louisiana for  approximately
$1.3 million. Funding for the acquisition was made from existing cash balances.

In April 2002, the Company's Board of Directors adopted a resolution eliminating
the Company's  Preferred Stock,  none of which were issued and outstanding,  and
reduced  the  authorized  number of shares of Common  Stock from  15,000,000  to
5,000,000  shares.  The Board  also  granted  an  outside  counsel  an option to
purchase  50,000 shares of the Company's  common stock at an exercise  price per
share of $2.50 and re-priced the options previously granted to $2.50 per share.


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

General

We  are  an  independent  oil  and  gas  company  engaged  in  the  acquisition,
exploration  and development of oil and gas properties and the production of oil
and gas. Our oil and gas properties  are located  primarily in the Permian Basin
of west Texas and New Mexico,  and on-shore  Louisiana and Mississippi.  We also
operate  a  natural  gas and oil  pipeline  and salt  water  disposal  system in
Oklahoma.

Historically,  we have added reserves  mainly through  acquisitions of producing
properties and the further  development and  exploitation  of these  properties.
Beginning in 1999, we initiated an emphasis on exploration activities, including
the  acquisition  of 2-D and 3-D seismic  data and the  internal  generation  of
exploratory  prospects.  We continue to generate exploratory  prospects with our
in-house  exploration staff and evaluate exploratory  opportunities  proposed by
third parties.  We intend to continue  pursuing  attractive  natural gas and oil
acquisitions,  as  well  as  development  activities  and  exploratory  drilling
opportunities.  Any  future  acquisitions  or  major  development  will  require
additional  financing  which will be dependent upon financing  arrangements,  if
any, available at the time.

Effective  December  1, 2001,  we sold 86 Bcfe of our proved  reserves to Carmen
Acquisition  Corp.,  an affiliate of Chesapeake  Energy  Corporation,  for $76.0
million  in a  combination  of cash and the  surrender  of  approximately  $11.1
million  principal  amount of our outstanding 11 1/2% senior notes.  The natural
gas  reserves  that we sold  included  certain  reserves  that were subject to a
volumetric  production  payment in favor of Duke Energy.  All our obligations to
Duke Energy  under the  volumetric  production  payment  were  assumed by Carmen
Acquisition.  We used a portion of the net proceeds from the sale to fully repay
our senior secured credit facility.

Critical Accounting Policies

Our revenue,  profitability  and cash flow are directly  impacted by  prevailing
prices  for  natural  gas  and oil and the  volumes  of  natural  gas and oil we
produce.  In addition,  our proved reserves and the rates of our natural gas and
oil  production  will decline as natural gas and oil are produced  unless we are
successful in acquiring additional producing properties or conducting successful
exploration  and development  drilling  activities.  We follow the  entitlements
method of accounting for natural gas and oil sales.

We periodically  utilize various hedging strategies to manage the price received
for a portion of our future  natural gas and oil  production.  These  strategies
customarily involve contracts for specified monthly volumes at prices determined
with  reference  to the  natural gas futures  market or swap  arrangements  that
establish  an  index-related  price above  which we pay the hedging  partner and
below  which we are paid by the hedging  partner.  These  contracts  allow us to
predict with greater  certainty the  effective  natural gas and oil prices to be
received for our  production and benefit us when market prices are less than the
fixed  prices  under our hedging  contracts.  However,  we will not benefit from
market  prices that are higher than the fixed prices in these  contracts for our
hedged production.  At March 31, 2002, we had no hedging contracts in place. For
the three months ended March 31, 2001, our hedging  strategies  covered  natural
gas only and reduced our realized gas prices by $1.48 per Mcf.

We use the full cost method of accounting  for our investment in natural gas and
oil  properties.  Under the full cost method of accounting,  all of our costs of
acquisition,  exploration  and  development  of natural gas and oil reserves are
capitalized into a "full cost pool" as incurred,  and costs included in the pool
are amortized and charged to operations  using the future  recoverable  units of
production  method  based on the ratio of  current  production  to total  proved
reserves,  computed  based on current  prices and  costs.  Significant  downward
revisions  of quantity  estimates or declines in natural gas and oil prices that
are not offset by other factors  could result in a writedown  for  impairment of
the  carrying  value of our natural gas and oil  properties.  Once  incurred,  a
writedown of natural gas and oil  properties is not  reversible at a later date,
even  if our  quantity  estimates  or  natural  gas or oil  prices  subsequently
increase.

Results of Operations

Three Months Ended March 31, 2002 Compared to Three Months Ended March 31, 2001

Operating  Revenues.  Our operating revenues decreased by $11.2 million, or 71%,
for the three months ended March 31, 2001  compared to the year earlier  period.
The  following  table  summarizes  our natural gas and oil  production  volumes,
average sales prices and period to period  comparisons,  including the effect on
our operating revenues, for the periods indicated:

<TABLE>
<CAPTION>
                                           Three months ended
                                               March 31,
                                               ---------                      % Increase
                                        2001                2002              (Decrease)
                                   ----------------    ---------------     -----------------

<S>                                    <C>                  <C>                 <C>
Natural gas and oil sales              $9,782               $1,980              ( 79.8)%
(in thousands)

Production volumes:
      Natural gas (MMcf).               1,542                  487              ( 68.4)%
      Oil (MBbls). . . . . . . .           68                   43              ( 36.8)%
Average sale prices:
      Natural gas (per Mcf)             $5.05                $2.32              ( 54.0)%
      Oil (per Bbl). . . . . . .        29.44                19.80              ( 32.7)%
</TABLE>

Natural gas and oil sales. Our natural gas and oil sales were lower in the first
quarter of 2002  compared to the first  quarter of 2001,  with a 62% decrease in
production due, primarily,  to our sale of proved reserves to Carmen Acquisition
in December 2001 and a 47% decrease in realized  prices,  both on an Mcfe basis.
Average daily  production was 8.3 MMcfe in the first quarter of 2002 compared to
21.4 MMcfe  during the first  quarter of 2001,  a decrease of 61%. For the first
quarter  of  2002,  our  natural  gas  production  decreased  by 68% and our oil
production  decreased  37%  compared to the first  quarter of 2001.  The average
realized  sales price for  natural  gas was $2.32 per Mcf for the quarter  ended
March  31,  2002,  an  decrease  of 54%  compared  to $5.05 per Mcf for the same
quarter in 2001. The average  realized oil price for the quarter ended March 31,
2002 was  $19.80  per Bbl,  a 33%  decrease  compared  to $29.44 per Bbl for the
quarter ended March 31, 2001.

Our natural gas sales are computed net of gains or losses from fixed-price swaps
for physical  deliveries  during the reporting period. We had no transactions of
this type for the first quarter of 2002. We sustained $2.3 million in losses, or
$1.48 per Mcf, from these transactions in the first quarter of 2001.

Pipeline  System.  Our  pipeline  system  revenue was $2.5 million for the three
months ended March 2002,  a decrease of $3.4  million,  or 58%,  compared to the
three months ended March 2001.  This decrease was due primarily to a decrease in
natural  gas prices in the quarter  ended  March 31,  2002  compared to the same
quarter in 2001.  We are  obligated  to deliver  10,000  MMbtu's  per day at the
tailgate of the system,  and we purchase natural gas from wells connected to the
system to satisfy that obligation.  In addition, we purchase and re-sell oil and
dispose of saltwater.  Our third party purchases and system operating costs were
$2.2 million for the first quarter of 2002,  and our pipeline  system  operating
margin was $285,000.  For the three months ended March 31, 2001  purchases  from
third parties and operating  costs totaled $4.5 million and our pipeline  system
operating margin was $1.4 million.

Natural Gas and Oil Production  Taxes.  Our natural gas and oil production taxes
for the quarter ended March 31, 2002 were $267,000,  a decrease of $699,000,  or
72%,  from the $966,000  incurred for the quarter  ended March 2001.  Production
taxes are based on realized  prices at the well head.  As revenues  from natural
gas and oil sales increase or increase, production taxes on these sales increase
or decrease also. On an Mcfe basis,  natural gas and oil  production  taxes were
$0.37 per Mcfe for the first  quarter of 2002 compared to $0.50 per Mcfe for the
first quarter of 2001.

Natural Gas and Oil  Production  Expense.  Our  natural  gas and oil  production
expense  was  $615,000  for the  quarter  ended  March 31,  2002,  a decrease of
$681,000, or 53%, from $1.3 million for the first quarter of 2001. For the first
quarter of 2002, our natural gas and oil  production  expense was $0.83 per Mcfe
compared to $0.67 per Mcfe for the first  quarter of 2001,  this increase is due
to a higher  percentage  of  higher-cost  oil  properties  in the  2002  quarter
compared to the quarter of the  previous  year.

Amortization and Depreciation Expense. Our amortization and depreciation expense
decreased  $1.1  million,  or 44%, for the first quarter of 2002 compared to the
same period in 2001. This decrease was due for the most part to lower production
during the current quarter.  Our amortization and depreciation expense was $1.84
per Mcfe for the 2002 quarter, an increase of 47% compared to $1.25 per Mcfe for
the 2001 quarter.  This increase per Mcfe is due to the approximate  $500,000 of
straight-line depreciation of our pipeline system in both periods.

Provision  for Doubtful  Receivable.  During April 2002 we settled a lawsuit for
which we believe we were  indemnified  by, among  others,  the former  owners of
Carlton  Resources.  Those  owners have not yet paid their share of billings for
legal  representation,  nor their share of the settlement which totals $450,000.
At  March  31,  2002 we  accrued  their  share  of the  settlement  amount  as a
liability,  a receivable from them, and a provision for doubtful  receivable for
their share of all costs associated with the litigation. We intend to pursue all
legal  remedies  in  collecting  this  amount,  and should we prevail  wholly or
partially, such amount will be recorded in income at that time.

General &  Administrative  Expense.  For the  quarter  ended  March 31, 2002 our
general and administrative  expense increased $193,000, or 20%, as compared with
the 2001  period.  This  increase is a result of the loss of overhead  billed to
third parties (a reduction of this expense item)  associated with the properties
we sold effective December 1, 2001.

Interest Expense. Our interest expense decreased by $1.0 million to $2.6 million
for the three  months  ended  March 31, 2002  compared  to $3.6  million for the
comparable  period of 2001. This decrease was attributable to lower  outstanding
balances during the 2002 period.

Income Taxes.  In connection  with an acquisition in 1998, we recorded  deferred
income  taxes  related to the excess of financial  bases of net assets  acquired
(principally  properties and equipment) over their  respective  bases for income
tax purposes.  This net  liability  results in our providing for income taxes or
credits after the date of this acquisition.

Net Income (Loss).  Due to the factors  described  above,  our net loss was $2.4
million for the first quarter of 2002 compared to net income of $1.2 million for
the first quarter of 2001.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles   requires  that  our  management   make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Liquidity and Capital Resources

As of March 31, 2002 we had cash and cash  equivalents of $10.5 million  and, in
conjunction  with  our  sale  of  natural  gas  and  oil  properties  to  Carmen
Acquisition  previously  discussed,  $3.8 million in an escrow account discussed
below.

As of March 31, 2002 we had $91.1 million ($91.9 million  excluding the original
issue  discount)  of  indebtedness  outstanding  evidenced by our 11 1/2% senior
notes issued in February  1998.  Under the terms of the indenture  governing our
outstanding 11 1/2% senior notes,  we currently may incur up to $30.0 million in
permitted  indebtedness in addition to the  indebtedness  outstanding  under our
senior  notes.  Subject to certain  covenants  contained  in the  indenture,  at
December 31, 2001, we could incur $30.0 of additional indebtedness.

Historically,  we have funded our business  activities  with operating cash flow
and  reserve-based  bank borrowings.  From time to time we engage in discussions
relating  to  potential  acquisitions  of  natural  gas  and oil  properties  or
companies  engaged in the  natural  gas and oil  business.  On April 12, 2002 we
acquired additional  interests in properties in which we already owned interests
for $1.3 million, effective January 1, 2002. We have no other present agreement,
commitment  or  understanding  with  respect to any material  acquisitions.  Any
future  acquisitions may require that we obtain  additional  financing that will
depend upon financing arrangements, if any, available at the time.

Sale to  Carmen  Acquisition.  Effective  December  1,  2001,  we sold to Carmen
Acquisition  Corp., a subsidiary of Chesapeake  Energy  Corporation,  all of our
producing and  non-producing  oil and gas  properties  located in 17 counties in
Oklahoma,  Texas and New Mexico.  The base purchase price of $76 million (before
customary closing and post-closing  adjustments) was paid 85% in cash and 15% by
the  surrender of  approximately  $11.1  principal  amount of our 11 1/2% senior
notes valued at par. The sale included  approximately 86 Bcfe of proved reserves
as of December 1, 2001, including approximately 27 Bcfe of undeveloped reserves.

Approximately  $7.5  million of the  purchase  price (85% in cash and 15% in our
senior  notes) was deposited in escrow to secure  post-closing  claims for title
and  environmental  defects and other  matters.  As of March 31,  2002,  we have
received approximately $3.0 million (85% in cash and 15% in senior notes) out of
the escrow  account.  The final date for  reconciling  claims against the escrow
account was April 3, 2002.  By April 9, 2002 we had  received a  combination  of
cash  and our 11 1/2%  senior  notes  equal  to $7.0  million,  leaving  all but
$466,000 in cash and our 11 1/2% senior notes in escrow  pending  resolution  of
one item.

At the time of the  sale,  Carmen  Acquisition  owned  49.5% of our  outstanding
common stock. Immediately following the sale, Carmen Acquisition sold all of our
common stock owned by it to our two major shareholders, Larry E. Lee and William
W. Talley II. As a result of this sale, Messrs. Lee and Talley currently own all
of our outstanding common stock.

We used the net  proceeds of our sale to Carmen  Acquisition  to fully repay our
senior secured credit facility with Foothill Capital Corporation and to obtain a
release of all mortgages and other liens securing that  facility,  to reduce our
working  capital  deficit  and  to  provide   additional  capital  to  fund  our
exploration and development activities.

In connection with our sale to Carmen Acquisition,  a holder of more than 25% of
the  outstanding  principal  amount of our  outstanding 11 1/2% senior notes has
asserted  that  certain  events of default have  occurred.  We have advised such
holder  that  we  believe  no  such  events  of  default  have  occurred  or are
continuing.

We  amended  all of the  natural  gas and oil  purchase  contracts  under  which
production  from  properties  sold to Carmen  Acquisition  and  connected to our
pipeline  system,   and  from  other  properties  owned  by  Chesapeake   Energy
Corporation  ("Chesapeake")  and its affiliates and connected to the system,  is
purchased by us. The amendments  were part of the sale  transaction  and, in our
view, are favorable to us.

At the time of our sale to Carmen  Acquisition,  we entered into an  exploration
agreement with Chesapeake Exploration Limited Partnership ("CELP"), an affiliate
of Chesapeake,  covering our River Bend prospect,  pursuant to which the parties
will  share 50% each of  development  costs and  revenues.  We  received  a cash
payment of $180,000 from Carmen Acquisition to reimburse us for 50% of our costs
incurred to the date of signing the exploration agreement.

Pursuant to Section 4.10 of the  indenture  governing  our  outstanding  11 1/2%
senior notes,  we requested and obtained from CIBC World Markets Corp.  ("CIBC")
an  opinion  as to  the  fairness,  from  a  financial  point  of  view,  of the
transaction  with Carmen  Acquisition.  The CIBC opinion did not expressly state
that it covered the  amendments to the natural gas and oil purchase  agreements,
nor did it mention the exploration  agreement.  Also, in accordance with Section
4.10 of the indenture,  we provided the indenture  trustee with a certificate of
our  officers  relating to the sale.  This  certificate  did not recite that the
transaction had been approved by a majority of our disinterested directors.

Immediately  following  our  sale  to  Carmen  Acquisition,  our  two  principal
shareholders  acquired  49.5% of our  outstanding  common  stock  which had been
beneficially owned by Carmen Acquisition.

A holder of  approximately  $50.9 million  principal  amount of our  outstanding
11 1/2%  senior  notes has provided us with a letter  asserting  that we did not
meet the  requirements  of the  indenture  governing  our 11 1/2%  senior  notes
allegedly  because CIBC's fairness  opinion did not expressly cover the contract
amendments,  the  exploration  agreement  or the  purchase  of  stock by our two
principal  shareholders,  and that our officers' certificate did not recite that
the Carmen  Acquisition  transaction  had been  approved  by a  majority  of our
disinterested directors.  Such holder has asserted that the alleged deficiencies
in the  fairness  opinion and the  officers'  certificate  constitute  events of
default under the indenture. We have advised such holder that we believe no such
events of default have occurred or are  continuing  for the  following  reasons,
among others:

     o    All of our  directors  were  disinterested  directors  and  all of our
          directors approved the Carmen Acquisition transaction.

     o    A revised  officers'  certificate  has been  provided to the indenture
          trustee.

     o    The natural gas and oil purchase contract  amendments were part of the
          asset  sale   agreement  and  therefore   were  part  of  the  overall
          transaction  covered by the fairness  opinion and the board resolution
          referred to in the officers' certificate.

     o    The   exploration   agreement  was  an  ordinary  course  of  business
          transaction and was independent of, and not part of the  consideration
          for, Carmen Acquisition's purchase of our proved reserves.

     o    The purchase by our two  principal  stockholders  of common stock from
          Carmen  Acquisition was not a transaction  between Carmen  Acquisition
          and us, and had no effect on the asset sale transaction.

Net Cash Provided or Used in Operating Activities. Our cash flows from operating
activities are comprised of three main items: net income or (loss),  adjustments
to reconcile net  income(loss) to cash provided (used) before changes in working
capital,  and changes in working capital.  For the quarter ended March 31, 2002,
our net loss was $3.6 million more than the $1.2 million net income for the same
quarter in 2001.  Adjustments (primarily non-cash items such as depreciation and
amortization,  deferred  income taxes and  provision  for doubtful  receivables)
provided $368,000 for the quarter ended March 31, 2002 compared to cash provided
of $3.2  million  for the same  quarter  in 2001,  a decrease  of $2.9  million.
Working  capital  changes for the quarter ended March 31, 2002 used cash of $7.4
million  compared  with cash used of $1.2  million for the same quarter in 2001.
Decreases in accounts payable and accrued  liabilities  caused this change.  For
the  quarter  ended  March 31,  2002,  in total,  our cash flows from  operating
activities  used $9.5  million of net cash  compared to $3.3 million of net cash
provided in the same quarter of 2001.

Net Cash Provided or Used in Investing  Activities.  For the quarter ended March
31,  2002,  net cash  provided by our  investing  activities  was $1.6  million,
consisting  primarily of $2.6 million released from escrow,  partially offset by
$0.9  million in payments  for capital  expenditures.  This  compares  with $2.5
million used in investing activities for the same quarter in 2001, $2.4 or which
was  for  capital  expenditures.   At  current  prices  and  without  additional
financing,  we have budgeted $7.0 million for capital  expenditures for the year
2002. We expect to use cash flow from operations and cash balances to fund these
expenditures.

Net Cash Provided or Used in Financing  Activities.  For the quarter ended March
31, 2002 cash used in our  financing  activities  was $1.6  million,  consisting
primarily of $1.5 million for  purchase of a standby  letter of credit.  For the
same quarter in 2001, cash of $1.0 million was provided by financing  activities
through borrowing on our credit facility.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents,  trade  receivables  and  payable,  installment  notes and  capital
leases,  and variable  rate  long-term  debt  approximate  their fair values The
carrying  value of our senior notes  exceeded their fair value at March 31, 2001
by  approximately  $20.6  million and at March 31, 2002 by  approximately  $27.6
million based on quoted market prices.

Forward-Looking Statements

This  document  contains  forward-looking  statements  under the  meaning of the
federal  securities  laws.  All statements  other than  statements of historical
facts are based on, or express, our expectations about future events,  including
statements regarding such matters as:

     -        the drilling of wells;
     -        the development of proved undeveloped reserves;
     -        the amount, nature and timing of other capital expenditures;
     -        the timing and amount of future production;
     -        future cash flow and liquidity;
     -        future operating costs and other expenses;
     -        future natural gas and oil prices;
     -        budgets; and
     -        future property acquisitions.

There are many factors  that could cause our  forward-looking  statements  to be
incorrect, including the effect of economic conditions generally, the results of
financing  efforts,  natural gas and oil price  volatility,  market demand,  and
other  risks  normally  associated  with the  business  of  natural  gas and oil
drilling, production and marketing. Our forward-looking statements speak only as
of the date made and we make no commitment to update these statements to reflect
events or circumstances that may occur after this date.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Not applicable

Item 2.  Changes in Securities

Not applicable

Item 3.  Defaults Upon Senior Securities

Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

By written  consent in lieu of meeting  dated  April 4, 2002,  our  shareholders
authorized an amendment to our  Certificate  of  Incorporation  (i) reducing our
authorized  capital to a total of 5,000,000  shares of common  stock,  par value
$.01 per share,  and (ii) reducing to two the minimum  number of directors  that
will  constitute  our Board of  Directors  and  changing the term of office of a
director to one year.  We filed the  amendment  with the  Secretary  of State of
Delaware on April 11, 2002.

Item 5. Other Information

Not applicable


Item 6. Exhibits and Reports on Form 8-K

Exhibit
No.            Description of Exhibit
---            ----------------------

3.1           Company's Amended and Restated Certificate of Incorporation (1)

3.2           Company's Amended and Restated Bylaws (1)

4.1           Indenture  dated as of  February  24, 1998 among the  Company,  as
              issuer,  RB  Operating  Company and RLP Gulf  States,  L.L.C.,  as
              Subsidiary  Guarantors,  and United  States  Trust  Company of New
              York, as trustee (1)

4.2           Form of 11-1/2%  Senior  Notes due 2008  (included in Exhibit 4.1)
              (1)

4.3           Supplemental  Indenture  entered  into  February  24,  1998 by the
              Registrant,  the Subsidiary Guarantors,  the Additional Guarantors
              and United States Trust Company of New York, as Trustee (2)

10.4          RAM Energy 1998 Stock Incentive Plan* (1)

10.5          Special  Severance  Agreement by and between  William W. Talley II
              and the Company dated as of December 1, 1997* (1)

10.6          Employment  Agreement by and between  Larry E. Lee and the Company
              dated as of December 1, 1997* (1)

10.6.1        Amendment of Employment  Agreement by and between Larry E. Lee and
              the Company (3)

10.8          Form of the Company's Indemnity Agreement* (1)

10.17         Employment  Agreement by and between  William W. Talley II and the
              Company dated January 1, 2001 (3)

10.18         Employment and Severance Agreement by and between John M. Longmire
              and the Company dated December 1, 2000 (3)

10.19         Employment and Severance  Agreement by and between Larry G. Rampey
              and the Company dated December 1, 2000 (3)

10.20         Employment and Severance  Agreement by and between Drake N. Smiley
              and the Company dated December 1, 2000 (3)

10.21         Asset Purchase  Agreement  among  Registrant,  Magic Circle Energy
              Corporation and Carmen Development  Corporation,  as Sellers,  and
              Carmen  Acquisition  Corp.,  As  Buyer,  dated as of  December  1,
              2001.(4)

21            Subsidiaries of the Company (3)
_______________

*    Management contract or compensatory plan or arrangement.

(1)  Filed as an exhibit to the  Company's  Registration  Statement  on Form S-4
     (No. 333-42641) and incorporated by reference herein.

(2)  Filed as an exhibit to the  Company's  Current  Report on Form 8-K filed on
     March 10, 1998, as exhibit number 4.2.

(3)  Filed as an exhibit to the  Company's  Annual  Report on Form 10-K filed on
     April 2, 2001 and incorporated by reference herein.

(4)  Filed as an  exhibit  to the  Company's  Current  Report  on Form 8-K dated
     December, 2001 and incorporated by reference herein.

<PAGE>
                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                               RAM ENERGY, INC.
                               (Registrant)

Date: May 14, 2002
                               By: LARRY E. LEE
                               Larry E. Lee
                               President and Chief Executive Officer

                               By: JOHN M. LONGMIRE
                               John M. Longmire
                               Senior Vice President and
                               Chief Financial Officer,
                               Treasurer and Secretary
<PAGE>

                                  EXHIBIT INDEX

Exhibit
No.         Description of Exhibit                      Method of Filing
-------   ------------------------              --------------------------------

3.1         Company's Amended and               Incorporated herein by reference
            Restated Certificate of
            Incorporation

3.2         Company's Amended and               Incorporated herein by reference
            Restated Bylaws

4.1         Indenture dated as of               Incorporated herein by reference
            February 24, 1998 among
            the Company, as issuer,
            RB Operating Company and
            RLP Gulf States, L.L.C., as
            Subsidiary Guarantors, and
            United States Trust Company
            of New York, as trustee

4.2         Form of 11-1/2% Senior              Incorporated herein by reference
            Notes due 2008

4.3         Supplemental Indenture              Incorporated herein by reference
            entered into February 24,
            1998 by the Registrant, the
            Subsidiary Guarantors, the
            Additional Guarantors and
            United States Trust Company
            of New York, as Trustee

10.4        RAM Energy 1998 Stock               Incorporated herein by reference
            Incentive Plan

10.5        Special Severance Agreement         Incorporated herein by reference
            by and between William W.
            Talley II and the Company
            dated as of December 1, 1997

10.6        Employment Agreement by and         Incorporated herein by reference
            between Larry E. Lee and
            the Company dated as of
            December 1, 1997

10.6.1      Amendment of Employment             Incorporated herein by reference
            Agreement by and between Larry E.
            Lee and the Company

10.8        Form of the Company's               Incorporated herein by reference
            Indemnity Agreement

10.17       Employment Agreement by and         Incorporated herein by reference
            between William W. Talley II and
            the Company dated January 1, 2001

10.18       Employment and Severance            Incorporated herein by reference
            Agreement by and between
            John M. Longmire and the
            Company dated December 1, 2000

10.19       Employment and Severance            Incorporated herein by reference
            Agreement by and between
            Larry G. Rampey and the
            Company dated December 1, 2000

10.20       Employment and Severance            Incorporated herein by reference
            Agreement by and between
            Drake N. Smiley and the
            Company dated December 1, 2000

10.21       Asset Purchase Agreement among      Incorporated herein by reference
            Registrant, Magic Circle Energy
            Corporation and Carmen Development
            Corporation, as Sellers, and Carmen
            Acquisition Corp., As Buyer, dated
            as of December 1, 2001.

21          Subsidiaries of the Company         Incorporated herein by reference