UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q  
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        March 31, 1998  
  
Commission File Number     333-42641
  
                 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



PART I.     FINANCIAL INFORMATION

            Balance Sheets - December 31, 1997 and March 31, 1998 (unaudited)

            Statements of Operations - Three months ended March 31, 1997 and 
            1998 (unaudited)

            Statements of Cash Flows - Three months ended March 31, 1997 and 
            1998 (unaudited)

            Notes to Financial Statements (unaudited)

            Management's Discussion and Analysis of Financial Condition and 
            Results of Operations

PART II.    OTHER INFORMATION

            Other Information

            Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>

                               RAM ENERGY, INC.
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                          DECEMBER 31, 1997     MARCH 31, 1998
                                                          -----------------    ---------------
                                                                                 (Unaudited)
<S>                                                       <C>                  <C>
ASSETS
Current assets:
 Cash and cash equivalents                                $  1,248,421         $  11,347,793
 Accounts receivable:
  Oil and gas sales                                          4,161,392             4,264,754
  Joint interest operations, net of allowance for 
   doubtful accounts of $438,819 in 1997 and $351,605 
   in 1998                                                     986,571             1,274,724
  Related parties                                               10,000                40,500
  Other                                                         23,841                27,888
 Prepaid expenses and deposits                                 365,649             1,096,744
                                                         -------------         -------------
Total current assets                                         6,795,874            18,052,403
Properties and equipment, at cost:
 Oil and gas properties and equipment, based
  on full cost accounting                                   72,696,425           101,264,454
 Gathering and disposal systems                                      -            39,000,000
 Other property and equipment                                3,499,840             3,606,256
                                                         -------------         -------------
                                                            76,196,265           143,870,710
 Less accumulated amortization and depreciation             15,622,566            18,131,494
                                                         -------------         -------------
Net properties and equipment                                60,573,699           125,739,216

Other assets:
 Deferred loan costs, net of accumulated amortization 
  of $356,889 in 1997 and $440,968 in 1998                   1,290,299             1,233,818
 Deferred offering costs, net of accumulated 
  amortization of none in 1997 and $41,715 in 1998             733,602             4,964,005
 Other                                                         333,895               999,847
                                                         -------------         -------------
Total assets                                               $69,727,369         $ 150,989,289
                                                         =============         =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
 Accounts payable:
  Trade                                                   $  3,934,822         $   4,293,095
  Oil and gas proceeds due others                            3,032,659             4,379,915
 Accrued liabilities:
  Compensation                                                 179,600                62,992
  Interest                                                     379,612             1,335,161
  Other                                                        270,000               488,000
  Preferred stock redemption                                 1,473,660               600,000
 Long-term debt due within one year (Note 3)                    97,723               118,608
                                                         -------------         -------------
Total current liabilities                                    9,368,076            11,277,771

Gas balancing liability not expected to be settled 
 within one year                                               491,237               401,237
Long-term debt due after one year (Note 3)                  62,127,442           123,513,547
Deferred income taxes                                                -            20,052,000
Other noncurrent liabilities                                 1,123,602               208,058
Commitments and contingencies                                  600,000               600,000

Stockholders' equity (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                                 27,270                 27,270
 Paid-in capital                                               16,074                 16,074
 Accumulated deficit                                       (4,026,332)            (5,106,668)
                                                         ------------          -------------    
Stockholders' equity (deficiency)                          (3,982,988)            (5,063,324)
                                                         ------------          -------------
Total liabilities and stockholders' equity (deficiency)   $69,727,369          $ 150,989,289
                                                         ============          =============
</TABLE>

See accompanying notes.
<PAGE>
                             RAM ENERGY, INC.
                   CONSOLIDATED STATEMENTS OF OPERATIONS
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                            MARCH 31,
                                                       1997           1998
                                                    ----------    -----------
<S>                                                 <C>           <C>
Operating revenues:
 Oil and gas sales                                  $7,096,812    $ 6,095,140
 Gathering systems                                           -        666,000
 Other                                                  17,000         58,877
                                                    ----------    -----------
Total operating revenues                             7,113,812      6,820,017

Operating expenses:
 Oil and gas production expenses                     1,661,281      1,843,398
 Oil and gas purchases                                       -        447,000
 Gathering system operations                                 -         37,000
 Amortization and depreciation                       1,841,111      2,653,972
 General and administrative, overhead and 
  other expenses, net of operator's overhead fees 
  to unrelated interests                               770,352      1,108,509
                                                    ----------    -----------
Total operating expenses                             4,272,744      6,089,879
                                                    ----------    -----------
Operating income                                     2,841,068        730,138

Other income (expense):
 Interest expense                                   (1,292,369)    (2,381,872)
 Interest income                                        21,000         66,398
 Other                                                       -          1,000
                                                    ----------    -----------
Income (loss) before income taxes                    1,569,699     (1,584,336)

Income taxes                                                 -       (504,000)
                                                    ----------    -----------
Net income (loss)                                   $1,569,699    $(1,080,336)
                                                    ==========    ===========
Net income (loss) per share                              $0.58         $(0.40)
                                                    ==========    ===========

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

See accompanying notes.

<PAGE>
                               RAM ENERGY, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

<TABLE>
<CAPTION>
                                                     THREE MONTHS ENDED
                                                           MARCH 31,
                                                    1997             1998
                                               -------------   --------------
<S>                                            <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                              $   1,569,699   $   (1,080,336)
 Adjustments to reconcile net income 
 (loss) to net cash provided 
 by operating activities:
 Amortization and depreciation                     1,841,111        2,653,972
 Deferred income taxes                                     -         (504,000)
 Cash provided (used) by changes in 
  operating assets and liabilities:
  Prepaid expenses and deposits                       37,065           63,905
  Accounts receivable                              1,477,304          571,938
  Accounts payable                                  (798,005)      (1,383,971)
  Accrued liabilities and other                     (326,416)         660,999
  Gas balancing liability                           (135,231)         (90,000)
                                               -------------     ------------
Total adjustments                                  2,095,828        1,972,843
                                               -------------     ------------
Net cash provided by operating activities          3,665,527          892,507

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisition of Carlton 
 Resources Corporation (net of cash 
 acquired) (Note 2)                                        -      (42,600,000)
Payments for oil and gas properties and
 equipment                                        (1,319,983)      (3,584,653)
Proceeds from sales of oil and gas 
 properties and equipment                          9,693,576           16,624
Payments for other property and equipment                  -         (167,353)
Proceeds from sales of other assets                        -           53,020
                                               -------------     ------------
Net cash provided (used) by investing
 activities                                        8,373,593      (46,282,362)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Notes Offering, 
 net of discount                                           -      113,327,900
Payments of deferred offering costs                        -       (4,416,505)
Principal payments on other long-term debt       (10,396,417)     (62,000,000)
Proceeds from borrowings on other 
 long-term debt                                            -       10,079,090
Payments for Preferred Stock Redemption                    -       (1,473,660)
Payments for loan origination fees                         -          (27,598)
                                               -------------     ------------
Net cash provided (used) by financing 
 activities                                      (10,396,417)      55,489,227
                                               -------------     ------------
Increase in cash and cash equivalents              1,642,703       10,099,372

Cash and cash equivalents at beginning
 of period                                         1,607,365        1,248,421
                                               -------------     ------------
Cash and cash equivalents at end of 
 period                                        $   3,250,068    $  11,347,793
                                               =============    =============
</TABLE>

See accompanying notes.

<PAGE>
                               RAM ENERGY, INC.
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS


1. SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES,  ORGANIZATION  AND BASIS  OF 
   FINANCIAL STATEMENTS

The   accompanying  unaudited  financial  statements  present  the  results  of
operations and cash flows of RAM Energy, Inc. for the three-month periods ended
March 31,  1997  and  1998. 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, 1998 are not necessarily
indicative of the results to be expected for the full  year ending December 31,
1998.

NATURE OF OPERATIONS AND ORGANIZATION

RAM Energy, Inc. (the "Company") operates exclusively in  the  oil  and natural
gas  industry  with activities including the drilling, completion and operation
of oil and natural  gas wells, and operation of gathering and disposal systems.
The Company conducts  the majority of its operations in the states of Oklahoma,
Texas and New Mexico.

PRINCIPLES OF CONSOLIDATION

The consolidated financial  statements  include the accounts of its majority or
wholly-owned  subsidiaries  including  the  operations   of  Carlton  Resources
Corporation  since  its  acquisition  effective  March 1, 1998  (Note  2).  All
significant intercompany transactions have been eliminated.

2. BUSINESS ACQUISITION

On  February  24,  1998,  the  Company acquired Carlton  Resources  Corporation
("Carlton")  in  a  stock  acquisition   accounted   for  as  a  purchase,  for
approximately  $42.6  million, before closing adjustments.  The  operations  of
Carlton are included in  the  accompanying  financial statements since March 1,
1998.  The  preliminary allocation of the purchase  price  to  the  assets  and
liabilities acquired was as follows:

Properties and equipment:
 Oil and gas properties                                $25,000,000
 Pipeline gathering systems                             39,000,000
                                                       -----------
                                                        64,000,000

Other assets and liabilities, net                         (844,000)
Deferred income tax liability                          (20,556,000)
                                                       -----------
Purchase price                                         $42,600,000
                                                       ===========

The following  unaudited  pro  forma  results of operations gives effect to the
acquisition as if consummated on January 1, 1997. The data reflects adjustments
of  the historical Carlton results for depreciation  and  amortization  of  the
property  and  equipment  acquired,  adjustments  of  expenses  resulting  from
contractual  requirements of the acquisition agreement and incremental interest
expense relating  to  the  sale  in February 1998 of the Company's Senior Notes
(Note 3) used to finance the purchase  and  repay  existing debt. The pro forma
adjustments  are  based  upon  available  information  and   assumptions   that
management  of  the  Company  believes are reasonable. The pro forma results of
operations data does not purport  to  represent the results of operations which
would have occurred had such transaction been consummated on  January  1,  1997 
or  the  Company's results of operations for any future date or period.

                                             THREE MONTHS ENDED
                                                  MARCH 31,
                                         1997                   1998
                                     -----------            -----------
Total operating revenues             $12,703,000            $ 9,043,000
Net income (loss)                    $   471,000            $(1,655,000)
Net income (loss) per common share         $0.17                 $(0.61)

3. LONG-TERM DEBT

Long-term debt consists of the following:

                                       DECEMBER 31, 1997       MARCH 31, 1998
                                       -----------------       --------------
11-1/2% Senior Notes due 2008(A)             $         -       $113,341,835
Revolving note payable(B)                     55,000,000         10,000,000
Term note payable(B)                           7,000,000                  -
Installment loan agreements                      225,165            290,320
                                             -----------       ------------
                                              62,225,165        123,632,155
Less amount due within one year                   97,723            118,608
                                             -----------       ------------
                                             $62,127,442       $123,513,547
                                             ===========       ============


(A)   In February 1998, the Company completed the sale of $115  million of 11-
      1/2%  Senior Notes ("Notes") Due 2008 in a public offering  ("Offering").
      The  proceeds,  net  of  offering  costs  of $5,005,720 and discount  of
      $1,672,100 were used principally to pay the outstanding balance under its
      existing Credit Facility ("Credit Facility") and to acquire Carlton (Note
      2).

      The Notes are senior unsecured obligations of the Company and are redeem-
      able at the option of the Company in whole or in part, at any time on or 
      after February 15, 2005 at prices ranging from 111.50% to 103.84%
      of face amount to their scheduled maturity in 2008.

      The indenture under which the Notes are issued contains certain covenants
      including covenants that limit (i) incurrences of additional indebtedness
      and issuances of disqualified capital stock,  (ii) restricted  payments,
      (iii) dividends  and other  payments affecting subsidiaries, (iv) trans-
      actions  with  affiliates  and outside directors' fees, (v) asset sales, 
      (vi) liens, (vii) lines of business, (viii) merger, sale or consolidation 
      and (ix) non-refundable acquisition deposits.

(B)   At December 31, 1997, an aggregate of $62.0 million was outstanding under
      the  Credit  Facility  (aggregate  rate  of  8.8%)  with  Union  Bank of 
      California, N.A. and Den Norske Bank ASA. The term portion ($7.0 million)
      was to mature in June 1998 and the revolving credit portion ($55.0 mil-
      lion) was to amortize quarterly over four years commencing in June 1998.
      The Company and Union Bank have amended and restated the Credit Facility,
      effective upon consummation of the Offering.

      The Credit Facility, as amended and restated, provides for a $50.0
      million revolving commitment which is payable in full in February 2003.
      At March 31, 1998, $10 million is outstanding under the Credit Facility.
      Advances under the amended Credit Facility bear interest on a sliding
      scale based on the ratio of the aggregate amount outstanding to the
      borrowing base. The applicable rate may, at the Company's option, be
      based either on the Eurodollar rate or the Union Bank base rate, with the
      rates ranging from the Eurodollar rate plus 1.375% to 2.0% or the Union
      Bank base rate plus 0.0% to 0.5% (7.8% on outstanding balance at March
      31, 1998). The Company is required to pay a commitment fee on the amount
      by which the borrowing base exceeds the aggregate amount outstanding
      under the Credit Facility. All amounts outstanding under the Credit
      Facility are secured by a lien on all oil and gas reserves, wells, per-
      sonal property and contract rights of the Company.

      The amount of credit available at any time under the amended and restated
      Credit Facility may not exceed the borrowing base which, initially, is
      $25.0  million,  and will  be redetermined  semi-annually.  The  Credit
      Facility contains customary covenants which, among other things, require
      periodic financial and reserve reporting and limit the Company's incur-
      rence of indebtedness, liens, dividends, loans, mergers, transactions 
      with affiliates, investments and sales of assets.

      In addition, the credit agreement requires the Company to enter into
      certain interest rate swaps and collars to hedge the interest rate ex-
      posure associated with the credit agreement. Effective January 3, 1997,
      the Company entered into interest rate swaps to fix the interest rate 
      on notional amounts of $20.0 million of the borrowings under the revolving
      commitment and entered into an interest rate collar to cap the interest
      rate on an additional notional amount of $10.0 million of the borrowings
      under the revolving commitment. In connection with the repayment of the
      outstanding balance on the Credit Facility in February 1998, the Company
      terminated the interest rate collar, and an interest rate swap with a
      notional amount of $10 million, for a total cash payment of $130,000.
      Such payment was expensed in the first quarter of 1998. At March 31,
      1998, the Company has outstanding interest rate swaps on the $10.0 mil-
      lion of borrowings outstanding.

Interest paid by the Company in the three-month periods ended March 31, 1997
and 1998 totaled $1,310,051 and $1,240,673, respectively.

4. FIXED-PRICE CONTRACTS

The Company periodically enters into certain fixed price delivery contracts to
reduce its exposure to unfavorable changes in natural gas prices. These
contracts allow the Company to predict with greater certainty the effective gas
prices to be received from its hedged production.  As of March 31, 1998, these
fixed-price contacts are in place to hedge 6.7 BCF of the Company's estimated
future production through March 1999 from proved gas reserves at a weighted
average price of $2.84 per MCF.

5. FINANCIAL INSTRUMENTS

The following information is provided regarding the estimated fair value of
financial instruments employed by the Company as of March 31, 1998 and the
method and assumptions used to estimate the fair value of such financial
instruments:

      The carrying amounts reported in the accompanying balance sheet for cash
      and cash equivalents and long-term debt approximate their fair values.

      The carrying value of the Company's interest rate swaps at March 31, 1998
      exceeded the fair value by approximately $204,000, representing the
      amount the Company would be required to pay to terminate the contracts at
      such date.

6. INCOME TAXES

Deferred income taxes of the Company reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes, and
are principally those resulting from the acquisition of Carlton in February
1998 (Note 2). Significant components of the Company's deferred tax assets and
liabilities are as follows:

<TABLE>
<CAPTION>
                                                           December 31, 1997   March 31, 1998
                                                           -----------------   --------------
<S>                                                        <C>                 <C>
Deferred tax assets
Financial depreciation in excess of tax depreciation          $   108,163      $   108,000
Financial charges which are deferred for tax purposes             157,000          157,000
Net operating loss carryforwards                                2,742,089        3,624,000
Investment tax credits                                                  -          284,000
Other                                                                   -        1,014,000
                                                              -----------      -----------
Total deferred tax assets before valuation allowance            3,007,252        5,187,000
Less valuation allowance recognized                            (1,293,153)               -
                                                              -----------      -----------
      Net deferred tax assets                                   1,714,099        5,187,000
Deferred tax liabilities
Intangible drilling costs capitalized for financial purposes
  and expensed for tax purposes                                 1,714,099        2,596,000
Pre-acquisition basis difference resulting from debt
  restructuring                                                         -        6,951,000
Financial basis of assets acquired in excess of tax basis               -       15,692,000
                                                              -----------      -----------
      Deferred tax liabilities                                  1,714,099       25,239,000
                                                              -----------      -----------
Net deferred tax                                              $         -      $20,052,000
                                                              ===========      ===========
</TABLE>

The credit recognized for income taxes in 1998 reflects deferred income taxes
since the acquisition of Carlton as of March 1, 1998 for accounting purposes.

<PAGE>
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


GENERAL

   RAM  Energy,  Inc.  is an independent oil and gas company engaged in the
acquisition, development and production of oil and gas properties primarily
in the Mid-Continent Area and the Permian Basin.  The Company also operates
gathering and disposal systems in Oklahoma.

   In  late  February  1998,   the   Company   acquired  Carlton  Resources
Corporation ("Carlton" or the "Carlton Acquisition"),  in an acquisition of
stock accounted for as a purchase, for approximately $42.6  million.   With
the  acquisition  of  Carlton,  the  Company  acquired estimated net proved
reserves  of approximately 35 Bcfe located in the  Mid-Continent  Area  and
Permian Basin,  as  well  as an oil and gas gathering system and salt water
disposal facility located in Oklahoma.  The results of operations discussed
below include the operations  of  Carlton, on a consolidated basis, for the
month of March 1998.

   The 165-mile gathering system transports  gas in one transportation line
and liquids in the form of salt water and oil  in a separate transportation
line.  Fees are based on various contracts at both fixed prices per unit of
volume, and percentage of sales proceeds for gas.   The  system serves both
the Company and third parties, but reported revenues are those derived from
third parties only.

   Pro forma for the Carlton Acquisition, RAM Energy's proved  oil  and gas
reserves at December 31, 1997 were 4.2 MMbls and 111.6 Bcf, for a total  of
137.0  Bcf  of natural gas equivalent.  At December 31, 1997  the SEC PV-10
value of RAM  Energy's  oil  and  gas  reserves,  on a pro forma basis, was
$126.1 million on a pre-tax basis, computed using average  prices of $16.02
per  Bbl  of  oil  and  $2.70 per Mcf of natural gas.  The SEC PV-10  value
excludes the value of the  gas  gathering  system acquired with the Carlton
purchase.

   The   Carlton  Acquisition was financed  by  completion  of  the  public
issuance of $115.0 million in Senior Notes due 2008 (the "Notes Offering").
Net proceeds of the  Notes Offering were used to purchase Carlton, to repay
existing debt, and for working capital.

   The Company has entered  into  fixed  price  delivery  arrangements  for
natural  gas  production through March 1999, effectively establishing fixed
prices or floor  prices  ranging from $2.52 per Mcf to $3.23 per Mcf  on an
average of 17,000 Mcf per  day  from  April  through  September 1998 and an
average of 15,000 Mcf per day from October 1998 through March 1999.

   Prior  to November 1996, the principal operations of  the  Company  were
that of serving  as  managing   general partner of an institutional limited
partnership.  Effective December 1, 1996 the Company acquired substantially
all of the partnership's operations  for approximately $59.0 million.  With
this acquisition, the Company added approximately 109 Bcfe of reserves.

   Historically the Company has added reserves mainly through acquisitions,
as described above, and development.   In  1997  the Company incurred $17.6
million in acquisition and development costs.  For  1998  the  Company  has
budgeted  approximately  $20.3 million for development projects and certain
exploration activity, exclusive  of  acquisitions.   The Company intends to
continue  to  pursue  attractive oil and gas acquisitions  and  exploratory
opportunities.

   The Company's revenue,  profitability  and  cash  flow are substantially
dependent upon prevailing prices for oil and gas and the volumes of oil and
gas it produces.  In addition, the Company's proved reserves  and  oil  and
gas  production will decline as oil and gas are produced unless the Company
is successful  in  acquiring  producing  properties  or conducts successful
exploration and development drilling activities.

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

RESULTS OF OPERATIONS

   THREE MONTHS ENDED MARCH 31, 1998 COMPARED  TO  THREE MONTHS ENDED MARCH
   31, 1997

   OPERATING REVENUES.  Operating revenues decreased  by  $294,000, or 4.1%
for  the  three months ended March 31, 1998, compared to the  year  earlier
period.  Results  for  the  three month period in 1998 include one month of
operations of Carlton.  The Carlton  Acquisition was completed February 24,
1998.  The following table summarizes  production  volumes,  average  sales
prices  and period to period comparisons, including the effect on operating
revenues, for the periods indicated:

<TABLE>
<CAPTION>
                            THREE MONTHS ENDED        1998 COMPARED TO 1997
                                 MARCH 31,       -------------------------------
                            ------------------   % INCREASE  OPERATING REVENUE
                              1997       1998    (DECREASE)  INCREASE (DECREASE)
                            -------    -------   ----------  -------------------
                                                             (Dollars in thousands)
<S>                         <C>        <C>       <C>         <C>
Production volumes:
   Natural gas (Mmcf)         1,788      2,086      16.7%     $    854
   Oil (Mbbls)                   91         90      (1.1)%         (22)
Average sale prices:
   Natural gas (per Mcf)     $ 2.87     $ 2.29     (20.0)%    $ (1,197)
   Oil (per Bbl)              21.74      14.65     (32.6)%        (637)

</TABLE>

   Revenues  were  lower  in  the  first quarter of 1998 as compared to the
first quarter of 1997 with a 12.5% increase in production, more than offset
by a 23.7% decrease in realized prices,  both  on  an  Mcfe basis.  Average
daily production was 29.2 million cubic feet of natural  gas  equivalent in
the  first quarter of 1998 compared to 25.9 million cubic feet of   natural
gas equivalent  during  the  first  quarter  of 1997, an increase of 12.5%.
Natural gas production increased by 16.7% and oil production decreased 1.1%
for the comparable periods.  The average realized  sales  price for natural
gas  was  $2.29 per Mcf for the quarter ended March 31, 1998,  compared  to
$2.87 per Mcf  for  the year-ago quarter, a decrease of 20.0%.  The average
realized oil price for the quarter ended March 31, 1998 was $14.65 per Bbl,
and for the quarter ended  March  31,  1997  was   $21.74  per Bbl, a 32.6%
decrease.   The increase in natural gas production was mainly  attributable
to the Carlton Acquisition, off-set by the natural decline of the Company's
properties.   The  Carlton  Acquisition added 5.9 Mmcf per day and 191 Bbls
per day to recorded revenues.

      OIL AND GAS PRODUCTION  EXPENSE.   Oil  and  gas  production  expense
increased  by  $182,000, or 11%, for the three months ended March 31, 1998,
compared to the  same period  in 1997.   The oil and gas production expense
was $.70 per Mcfe  for the first three months of 1998, a decrease from $.71
per Mcfe in the first  three  months  of 1997.  The increase in expense was
due primarily to the addition of Carlton's operation for the month of March
1998.

       GATHERING  SYSTEM.  The gathering  system  is  a  component  of  the
operations of Carlton.   Revenues  from  this  source were $666,000 for the
month of March 1998.  Carlton is  also  obligated to deliver 10,000 Mmbtu's
per  day  at  the  tail-gate  of  the  system, and purchases outside gas to
satisfy that obligation.  Outside  purchases were $447,000 for the month of
March 1998 and system operating costs were $37,000.

      DEPRECIATION AND AMORTIZATION ("D&A")  EXPENSE.     Depreciation  and
amortization expenses increased $813,000, or 44% for the first three months
of 1998  over  the same period in 1997, and was $1.01 per Mcfe for the 1998
quarter, an increase  of $.22, or 27.8%,  compared to the $.79 per Mcfe for
the 1997 quarter.  This  increase  is  due  primarily  to  the inclusion of
Carlton's  operations  for the  month of March 1998 with a higher  purchase
price per Mcfe than the  Company's  cost basis prior to the acquisition, as
well as the depreciation of Carlton's  gathering  system.   For oil and gas
D&A  only,  the results were $.89 per Mcfe for the 1998 quarter  (including
one month of  Carlton's   production)  compared  with $.73 per Mcfe for the
1997 quarter, a 21% increase.

      G  &  A  EXPENSE.     General  and administrative  expense  increased
$338,000, or 44%, in the first three months of 1998 over the same period of
1997 due primarily to the increase in  the number of employees.  Though the
Company has eliminated most  duplications  with  Carlton  personnel, it has
hired  additional  employees to handle the significant capital  expenditure
program for the year.

      INTEREST EXPENSE.  Interest expense increased to $2.4 million for the
three  months ended March  31,  1998  compared  to  $1.3  million  for  the
comparable period of the preceding year.  This increase was attributable to
higher average  outstanding  indebtedness  and  higher  effective  interest
rates, both resulting from the Notes Offering.

   INCOME  TAXES.   In connection with the Carlton Acquisition, the Company
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.  Such net liability results in
the Company providing for income  taxes  or  credits  after the date of the
Carlton  Acquisition.   Prior  to  such  date, the Company's  existing  net
operating loss carryforwards and the provision  or  credit for income taxes
had been offset by valuation allowances.

       NET  INCOME.    Due  to  the  factors  described above,  net  income
decreased $2,650,035, or 169%, from a net income of $1,569,699 in the first
three months of 1997, to a net loss of $1,080,336  in  the  same  period of
1998.

LIQUIDITY AND CAPITAL RESOURCES

   As of March 31, 1998 the Company had cash and cash equivalents of  $11.3
million.

   As  of  March  31,  1998  the Company had $123.5 million of indebtedness
outstanding.  This was comprised of $115.0 million of Senior Notes due 2008
issued in late February 1998,  and  $10.0  million  of  advances  under the
Credit  Facility discussed below.  Net proceeds of the Notes Offering  were
used to repay  existing  debt,  purchase  Carlton, and for working capital.
Pursuant to the Indenture governing the Senior Notes, the Company may incur
up to $30.0 million in Permitted Indebtedness  (as  defined).   Subject  to
certain  limitations  in  the  Indenture,  the Company may incur additional
indebtedness, including indebtedness under the  Credit  Facility.   See "--
Credit Facility."

   Funding  for  the  Company's  business  activities has historically been
provided  by operating cash flow and reserve-based  bank  borrowings.   The
Company regularly engages in discussions relating to potential acquisitions
of oil and gas properties or companies engaged in the oil and gas business.
The Company  has  no  present  agreement,  commitment or understanding with
respect  to  any such acquisitions.  Any future  acquisitions  may  require
additional financing  which  will be dependent upon financing arrangements,
if any, available at the time.

   CREDIT  FACILITY.   The Company  has  a  $50  million  revolving  credit
facility ("Credit Facility")  with  Union  Bank of California, N.A. ("Union
Bank") and Den Norske Bank, S.A.  The Credit  Facility provides for a $50.0
million revolving commitment payable in full in  February  2003.   Advances
under  the  Credit Facility will bear interest on a sliding scale based  on
the ratio of  the  aggregate amount outstanding to the borrowing base.  The
applicable rate may,  at  the  Company's  option,  be  based  either on the
Eurodollar  rate  or the Union Bank base rate, with the rates ranging  from
the Eurodollar rate  plus  1.375%  to 2.0% or the Union Bank base rate plus
0.0% to 0.5%.  The Company is required  to  pay  a  commitment  fee  on the
amount by which the borrowing base exceeds the aggregate amount outstanding
under  the  Credit  Facility.   All  amounts  outstanding  under the Credit
Facility are secured by a lien on all oil and gas reserves, wells, personal
property and contract rights of the Company.

   The  amount  of  credit  available  at  any  time under the amended  and
restated  Credit  Facility  may  not  exceed  the  borrowing   base  which,
initially,  is  $25.0 million, and will be redetermined semi-annually.  The
Credit Facility contains  customary  covenants  which,  among other things,
require  periodic financial and reserve reporting and limit  the  Company's
incurrence  of indebtedness, liens, dividends, loans, mergers, transactions
with affiliates, investments and sales of assets.

   NET CASH PROVIDED  BY OPERATING ACTIVITIES.   For the three months ended
March 31, 1998 net cash  provided by the Company's operating activities was
$.9 million compared to $3.7  million  for  the  comparable period in 1997.
Although production increased for the three months  ended  March  31,  1998
compared to the comparable period in 1997, this increase was more than off-
set by the decline in realized price declines for both natural gas and oil.

   NET  CASH  USED  IN AND PROVIDED BY INVESTING ACTIVITIES.  For the three
months ended March 31,  1998  net  cash  used  in  the  Company's investing
activities   was   $46.3  million,  comprised  primarily  of  the   Carlton
Acquisition adjusted  purchase  price of $42.6 million, and $3.6 million in
drilling activities.  This compares  with  $8.4  million  provided in 1997,
which  included  the  sale of oil and gas properties of $9.7 million.   The
Company  has budgeted $20.3  million  for  capital  expenditures  in  1998,
exclusive  of  acquisitions.   The  Company  expects  to use cash flow from
operations, cash balances and borrowings under the Credit  Facility to fund
these expenditures.

   YEAR  2000.   All of the Company's computers and operating  systems  are
Year 2000 compliant.   Mainframe  business software will be modified during
1998 and 1999 at a cost estimated to be less than $100,000.

   THIS DOCUMENT CONTAINS FORWARD-LOOKING  STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS  AMENDED,  AND SECTION 21E OF
THE  SECURITIES  EXCHANGE  ACT  OF  1934,  AS AMENDED.  THE FORWARD-LOOKING
STATEMENTS CONTAINED IN THIS RELEASE ARE STATEMENTS  THAT INVOLVE RISKS AND
UNCERTAINTIES INCLUDING, BUT NOT LIMITED TO, MARKET DEMAND,  THE  EFFECT OF
ECONOMIC CONDITIONS, THE RESULT OF FINANCING EFFORTS AND RISKS DETAILED  IN
RAM'S SECURITIES AND EXCHANGE COMMISSION FILINGS.

<PAGE>
  
Item #6 Exhibits and Reports on Form 8-K  
  
        A. Exhibits  
  
           Exhibit 27. Financial Data Schedule
  
        B. Reports on Form 8-K  
  
           The following reports on Form 8-K have been filed since
January 1, 1998.

           On March 10, 1998, the Company filed a current report on 
Form 8-K reporting under Items 2, 5 and 7 the acquisition of Carlton
Resources Corporation on February 24, 1998.
  
<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, 1998                By:  LARRY E. LEE   
                                        Larry E. Lee
                                        President and Chief Executive
                                          Officer

                                   By:  JOHN M. LONGMIRE
                                        John M. Longmire
                                        Senior Vice President and 
                                          Treasurer and Chief Financial
                                          Officer

<PAGE>

<TABLE>
                              EXHIBIT INDEX
<CAPTION>

Exhibit No.    Description                    Method of Filing
-----------    -----------                    ----------------
<S>            <C>                            <C>
27             Financial Data Schedule        Filed herewith electronically

</TABLE>