Exhibit 10.10.2

                   SECOND AMENDMENT TO AMENDED AND RESTATED
                         LOAN AND SECURITY AGREEMENT


     THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(this "Amendment") is made and entered into this 29th day of September, 2000, to
be effective as of the respective date herein indicated, by and among RAM
ENERGY, INC., a Delaware corporation ("Borrower"), the financial institutions
listed on the signature pages hereof (such financial institutions being
hereinafter individually and collectively referred to as the "Lender"), and
FOOTHILL CAPITAL CORPORATION, a California corporation, as agent for the Lender
("Agent").

                                   RECITALS

     A. Borrower, Lender and Agent have entered into that certain Amended and
Restated Loan and Security Agreement, dated as of December 27, 1999, as
thereafter amended, including as amended by that certain consent letter dated
February 25, 2000, executed by Borrower, Lender and Agent, and by that certain
First Amendment to Amended and Restated Loan and Security Agreement, executed in
May of 2000 by Borrower, Lender and Agent (as amended from time to time, the
"Loan Agreement").

     B. Borrower and Lender desire to amend the Loan Agreement as hereinafter
set forth.

     NOW, THEREFORE, in consideration of the premises herein contained and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, agree as follows:

                                  AGREEMENT

                                  ARTICLE I
                                 Definitions

     1.01 Capitalized terms used in this Amendment are defined in the Loan
Agreement, as amended hereby, unless otherwise stated.

                                  ARTICLE II
                         Amendments to Loan Agreement

     Effective as of the date hereof, the Loan Agreement is hereby amended as
follows:

     2.01 Fee. Borrower hereby agrees to pay Agent, for the ratable benefit of
the Lender Group, in immediately available funds, a $50,000 fee in connection
with the agreements and waivers of Agent and Lender contained in this Amendment,
which fee shall be deemed fully earned and non-refundable as of the date of
execution by Borrower of this Amendment. This fee shall be due and payable on
the date of execution by Borrower of this Amendment and is in addition to, and
not in limitation of, the fee payable by Borrower pursuant to Section 2.11(f) of
the Loan Agreement in connection with the repurchase by Borrower of $5,000,000
in original face amount of Unsecured Notes described in Article III of this
Amendment.

                                 ARTICLE III
        Limited Consent to and Waiver Regarding Purchase of $5,000,000
                        Face Amount of Unsecured Notes

     3.01 Limited Consent to and Waiver Regarding Purchase of $5,000,000 Face
Amount Unsecured Notes. Borrower (i) has requested permission from the Agent and
Lender for Borrower to consummate the repurchase for approximately $3,300,000 of
$5,000,000 original face amount of Unsecured Notes and the retirement of such
repurchased Unsecured Notes (the "Transaction"), and (ii) has requested that
Agent and Lender waive in connection with the Transaction the requirement
embodied in Section 7.8(a)(iii)(y) of the Loan Agreement that any repurchase by
Borrower of Unsecured Notes can occur only if Borrower at such time, after
giving effect to such repurchase, has at least an aggregate amount of $5,000,000
of Availability and unrestricted immediately available cash on hand ("$5,000,000
Availability Requirement"). Subject to the conditions specified in Section 3.02
of this Amendment and to the other terms, conditions and provisions of this
Amendment, each of Agent and Lender hereby (i) consents to the consummation by
Borrower of the Transaction, and (ii) waives in connection with the Transaction
the $5,000,000 Availability Requirement; provided, however, the consent and
waiver described in this Section 3.01 is strictly limited to the Transaction and
to the $5,000,000 Availability Requirement as it relates to the Transaction.

     3.02 Conditions to Consent and Waiver. The effectiveness of the consent and
waiver described above in Section 3.01 is subject to each of the conditions
specified in Article IV of this Amendment regarding the effectiveness of this
Amendment having been satisfied in a manner satisfactory to Agent.

     3.03 No Other Waivers. Except as otherwise specifically provided for in
Section 3.01 of this Amendment, nothing contained herein shall be construed as a
waiver by Agent or Lender of any covenant or provision of the Loan Agreement,
the other Loan Documents, this Amendment or of any other contract or instrument
between Borrower and Agent or Lender, and the failure of Agent or Lender at any
time or times hereafter to require strict performance by Borrower of any
provision thereof shall not waive, affect or diminish any right of Agent or
Lender to thereafter demand strict compliance therewith. Each of Agent and
Lender hereby reserves all rights granted under the Loan Agreement, the other
Loan Documents, this Amendment and any other contract or instrument between
Borrower and Agent or Lender.

                                  ARTICLE IV
                             Conditions Precedent

     4.01 Conditions to Effectiveness. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent in a manner
satisfactory to Agent, unless specifically waived in writing by Agent:

            (a)   Agent shall have received this  Amendment, duly executed by
Borrower.

            (b)   The representations and warranties contained herein and in
the Loan Agreement and the other Loan Documents, as each is amended  hereby,
shall be true and correct as of the  date hereof, as if made on the date
hereof.

            (c)   No Default or Event of Default shall have occurred and be
continuing, unless  such  Default or Event  of  Default has been otherwise
specifically waived in writing by Agent.

            (d)   All  corporate  proceedings taken in connection with the
transactions contemplated by this Amendment and all documents, instruments
and other legal matters incident thereto shall be satisfactory to Agent and
its legal counsel.

            (e)   Agent shall have received, in immediately  available funds,
for the ratable benefit of the Lender Group (i) payment of the $50,000 fee
payable by  Borrower pursuant to Section 2.11(f) of the Loan Agreement in
connection with the Transaction, and (ii) payment of the $50,000 fee payable
by Borrower pursuant to Section 2.01 of this Amendment.

                                  ARTICLE V
                Ratifications, Representations and Warranties

     5.01 Ratifications. The terms and provisions set forth in this Amendment
shall modify and supersede all inconsistent terms and provisions set forth in
the Loan Agreement and the other Loan Documents, and, except as expressly
modified and superseded by this Amendment, the terms and provisions of the Loan
Agreement and the other Loan Documents are ratified and confirmed and shall
continue in full force and effect. Borrower, Lender and Agent agree that the
Loan Agreement and the other Loan Documents, as amended hereby, shall continue
to be legal, valid, binding and enforceable in accordance with their respective
terms.

     5.02 Representations and Warranties. Borrower hereby represents and
warrants to Agent and Lender that (a) the execution, delivery and performance of
this Amendment and any and all other Loan Documents executed and/or delivered in
connection herewith have been authorized by all requisite corporate action on
the part of Borrower and will not violate the Articles of Incorporation or
Bylaws of Borrower; (b) attached hereto as Annex A is a true, correct and
complete copy of presently effective resolutions of Borrower's Board of
Directors authorizing the execution, delivery and performance of this Amendment
and any and all other Loan Documents executed and/or delivered in connection
herewith, certified by the Secretary of Borrower; (c) the representations and
warranties contained in the Loan Agreement, as amended hereby, and any other
Loan Document are true and correct on and as of the date hereof and on and as of
the date of execution hereof as though made on and as of each such date; (d) no
Default or Event of Default under the Loan Agreement, as amended hereby, has
occurred and is continuing, unless such Default or Event of Default has been
specifically waived in writing by Agent or Lender; (e) Borrower is in full
compliance with all covenants and agreements contained in the Loan Agreement and
the other Loan Documents, as amended hereby; and (f) Borrower has not amended
its Articles of Incorporation or its Bylaws since the date of the Loan
Agreement.

                                  ARTICLE VI
                           Miscellaneous Provisions

     6.01 Survival of Representations and Warranties. All representations and
warranties made in the Loan Agreement or any other Loan Document, including,
without limitation, any document furnished in connection with this Amendment,
shall survive the execution and delivery of this Amendment and the other Loan
Documents, and no investigation by Agent or Lender or any closing shall affect
the representations and warranties or the right of Agent or Lender to rely upon
them.

     6.02 Reference to Loan Agreement. Each of the Loan Agreement and the other
Loan Documents, and any and all other Loan Documents, documents or instruments
now or hereafter executed and delivered pursuant to the terms hereof or pursuant
to the terms of the Loan Agreement, as amended hereby, are hereby amended so
that any reference in the Loan Agreement and such other Loan Documents to the
Loan Agreement shall mean a reference to the Loan Agreement, as amended hereby.

     6.03 Expenses of Lender and Agent. As provided in the Loan Agreement,
Borrower agrees to pay on demand all costs and expenses incurred by Agent or
Lender in connection with the preparation, negotiation, and execution of this
Amendment and the other Loan Documents executed pursuant hereto and any and all
amendments, modifications, and supplements thereto, including, without
limitation, the costs and fees of Agent's legal counsel and Lender's legal
counsel, and all costs and expenses incurred by Agent and Lender in connection
with the enforcement or preservation of any rights under the Loan Agreement, as
amended hereby, or any other Loan Documents, including, without, limitation, the
costs and fees of Agent's legal counsel and Lender's legal counsel.

     6.04 Severability. Any provision of this Amendment held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

     6.05 Successors and Assigns. This Amendment is binding upon and shall inure
to the benefit of Lender and Agent and Borrower and their respective successors
and assigns, except that Borrower may not assign or transfer any of its rights
or obligations hereunder without the prior written consent of Agent and Lender.

     6.06 Counterparts. This Amendment may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original,
but all of which when taken together shall constitute one and the same
instrument.

     6.07 Effect of Waiver. No consent or waiver, express or implied, by Agent
or Lender to or for any breach of or deviation from any covenant or condition by
Borrower shall be deemed a consent to or waiver of any other breach of the same
or any other covenant, condition or duty.

     6.08 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience only and shall not affect the interpretation of
this Amendment.

     6.09 Applicable Law. THIS AMENDMENT AND ALL OTHER LOAN DOCUMENTS EXECUTED
PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA.

     6.10 Final Agreement. THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH
AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT
TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE LOAN
AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO
MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS
AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY BORROWER AND
AGENT AND LENDER.


            [The Remainder of this Page Intentionally Left Blank]

                                         BORROWER:

                                         RAM ENERGY, INC.,
                                         a Delaware corporation

                                         By:    /s/ JOHN LONGMIRE
                                         Name:  John Longmire
                                         Title: Senior Vice President


                                         LENDER:

                                         FOOTHILL CAPITAL CORPORATION,
                                         a California corporation, as Lender

                                         By:    /s/ SHERI FENENBOCK
                                         Name:  Sheri Fenenbock
                                         Title: Vice President


                                         AGENT:

                                         FOOTHILL CAPITAL CORPORATION,
                                         a  California  corporation,  as Agent
                                         for Lender

                                         By:    /s/ SHERI FENENBOCK
                                         Name:  Sheri Fenenbock
                                         Title: Vice President

Acknowledged, Consented and Agreed to:

RLP GULF STATES, L.L.C.,
an Oklahoma limited liability company

By:   RAM ENERGY, INC.,
      a Delaware corporation, as its Sole Member
      and Sole Manager

      By:    /s/ JOHN LONGMIRE
      Name:  John Longmire
      Title: Senior Vice President


MAGIC CIRCLE ENERGY CORPORATION,
a Delaware corporation

By:    /s/ JOHN LONGMIRE
Name:  John Longmire
Title: Senior Vice President

MAGIC CIRCLE ACQUISITION CORPORATION,
an Oklahoma corporation

By:    /s/ JOHN LONGMIRE
Name:  John Longmire
Title: Senior Vice President

CARMEN DEVELOPMENT CORPORATION,
an Oklahoma corporation

By:    /s/ JOHN LONGMIRE
Name:  John Longmire
Title: Senior Vice President

CARMEN FIELD LIMITED PARTNERSHIP,
an Oklahoma limited partnership

By:   CARMEN DEVELOPMENT CORPORATION,
      an Oklahoma corporation, its Sole General Partner

      By:    /s/ JOHN LONGMIRE
      Name:  John Longmire
      Title: Senior Vice President

FOOTHILL INCOME TRUST, L.P.,
a Delaware limited partnership

By:   FIT GP, LLC, its general partner,
      a Delaware limited liability company

      By:    /s/ DENNIS R. ARCHER
      Name:  Dennis R. Archer
      Title: Managing Member

ANNEXES:

A   - Certified Resolutions of RAM Energy, Inc.


                                   ANNEX A

                           CERTIFIED RESOLUTIONS OF
                    RAM ENERGY, INC.'S BOARD OF DIRECTORS

     RESOLVED: That any officer of RAM Energy, Inc., a Delaware corporation (the
"Corporation"), acting alone, by his signature be, and the same hereby is,
authorized and directed, in the name of and on behalf of the Corporation (a) to
amend that certain Amended and Restated Loan and Security Agreement by and among
the Corporation, the financial institutions listed on the signature pages
thereof (individually and collectively, "Lender"), and Foothill Capital
Corporation, a California corporation, as agent for the Lender ("Agent"), (b) to
execute and deliver to Agent with such changes in the terms and provisions
thereof as the officer executing same shall, in his sole discretion, deem
advisable, (i) a certain proposed Second Amendment to Amended and Restated Loan
and Security Agreement to be executed by Corporation, Lender and Agent, a draft
of which has been reviewed and discussed by the Board of Directors of the
Corporation, and (ii) such other Loan Documents, instruments, statements and
writings as the officer or officers executing the same may deem desirable or
necessary in connection therewith, and (c) to perform such other acts as the
officer or officers performing such acts on behalf of the Corporation may deem
desirable or necessary in connection therewith; and be it

     FURTHER RESOLVED: That said agreements will benefit the Corporation, both
directly and indirectly, and are in the best interests of the Corporation; and
be it

     FURTHER RESOLVED: That said agreements and other statements in writing
executed in the name and on behalf of the Corporation by any officer of the
Corporation shall be presumed conclusively to be the instruments, the execution
of which is authorized by these resolutions; and be it

     FURTHER RESOLVED: That the officers of the Corporation be, and the same
hereby are, authorized and directed to execute, in the name of and on behalf of
the Corporation, security agreements, financing statements, assignments,
collateral reports, loan statements, confirmations of delivery, lien statements,
pledge certificates, release certificates, removal reports, guaranties,
cross-collateralization agreements and such other writings and to take such
other actions as are necessary in their dealings with Agent and Lender, and any
such papers executed and any such actions taken by any of them prior to this
time are approved, ratified and confirmed; and be it

     FURTHER RESOLVED: That the Secretary or any Assistant Secretary of the
Corporation, by the signature of any one or more of them, be, and the same
hereby are, authorized and directed to attest the execution by the Corporation
of the papers signed pursuant to these resolutions, to affix the seal of the
Corporation thereto, if required by Agent or Lender, and to certify to Agent and
Lender the adoption of these resolutions.

                                CERTIFICATION

     The undersigned hereby certifies that the within and foregoing resolutions
are in effect as of the date hereof, without modification, and that the person
signing the within and foregoing Amendment on behalf of the Corporation is the
duly elected officer stated below his name, that he is authorized to sign such
Amendment, and that his signature thereon is genuine.

     DATED: September ____, 2000

                                       /s/ JOHN LONGMIRE
                                       [Assistant] Secretary of the Corporation