UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                           FORM 10-Q/A
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        September 30, 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>

                           FORM 10-Q
                        TABLE OF CONTENTS


                                                                   Page

PART I.   FINANCIAL INFORMATION    

Consolidated Balance Sheets - December 31, 1997 and 
September 30, 1998 (unaudited)

Consolidated Statements of Operations - Three months 
and nine months ended September 30, 1997 and 1998 
(unaudited)

Consolidated Statements of Cash Flows - Three months 
and nine months ended September 30, 1997 and 1998 
(unaudited)

Notes to Unaudited Consolidated Financial Statements

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>

In preparing its 1998 Form 10-K, the Company discovered that its price
computations and, to a lesser extent, estimated volumes of gas and natural
gas liquids, used in this 10-Q as originally filed were incorrectly
calculated.  The Company also attempted to change existing gas contracts
to "keep whole" on a BTU basis from "percentage of proceeds" for natural 
gas liquids, which resulted in incorrect price computations under its 
forward delivery contracts.

The Company has elected to report natural gas liquid quantities and 
revenues with oil rather than with gas.  This equates the Company's "pure
natural gas" price per Mcf (approximately the same as per MMbtu price)
with recognized industry indexes, and does not significantly distort its
realized well-head price for oil on a per barrel basis.

PART I.  FINANCIAL INFORMATION

Item 1.

<TABLE>
                              RAM Energy, Inc.
                          Consolidated Balance Sheets
<CAPTION>
                                                                     Restated
                                               December 31,       September 30,
                                                   1997                1998
                                               ------------       -------------
                                                                   (Unaudited)
<S>                                            <C>               <C>
Assets
Current assets:
  Cash and cash equivalents                    $ 1,248,421       $  3,703,884
  Accounts receivable:
    Oil and gas sales                            4,161,392          4,433,530
    Joint interest operations, net of allowance 
      for doubtful accounts of $438,819 in 1997 
      and $193,373 in 1998                         986,571          1,869,618
    Related parties                                 10,000            175,022
    Other                                           23,841          1,000,000
  Prepaid expenses and deposits                    365,649            581,529
                                               ------------------------------
Total current assets                             6,795,874         11,763,583

Properties and equipment, at cost:
  Oil and gas properties and equipment, based 
    on full cost accounting                     72,696,425        115,830,854
  Gathering and disposal systems                         -         39,071,000
  Other property and equipment                   3,499,840          3,690,624
                                               ------------------------------
                                                76,196,265        158,592,478
  Less accumulated amortization and 
    depreciation                                15,622,566         25,514,456
                                               ------------------------------
Net properties and equipment                    60,573,699        133,078,022

Investment in RVC Energy, Inc. (Note 2)                  -          1,859,330

Other assets:
  Deferred loan costs, net of accumulated 
    amortization of  $356,889 in 1997 and 
    $623,132 in 1998                             1,290,299          1,026,932
  Deferred offering costs, net of accumulated 
    amortization of none in 1997 and $293,987 
    in 1998                                        733,602          4,714,401
  Other                                            333,895          1,093,369
                                               ------------------------------
Total assets                                   $69,727,369       $153,535,637
                                               ==============================

Liabilities and stockholders' equity (deficiency)
Current liabilities:
  Accounts payable:
    Trade                                       $3,934,822         $6,014,015
    Oil and gas proceeds due others              3,032,659          3,906,895
  Accrued liabilities:
    Compensation                                   179,600            114,600
    Interest                                       379,612          1,845,918
    Other                                          270,000            270,000
    Preferred stock redemption                   1,473,660                  -
  Long-term debt due within one year (Note 3)       97,723            114,526
                                               ------------------------------
Total current liabilities                        9,368,076         12,265,954

Gas balancing liability not expected to be 
  settled within one year                          491,237            195,835
Long-term debt due after one year (Note 3)      62,127,442        132,548,782
Deferred income taxes                                    -         17,501,000
Other noncurrent liabilities                     1,123,602            118,617
Commitments and contingencies                      600,000            758,000

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)        (9,895,895)
                                               ------------------------------
Stockholders' equity (deficiency)               (3,982,988)        (9,852,551)
                                               ------------------------------
Total liabilities and stockholders' equity 
  (deficiency)                                 $69,727,369       $153,535,637)
                                               ==============================
</TABLE>
See accompanying notes.
<PAGE>

<TABLE>
                              RAM Energy, Inc.

                    Consolidated Statements of Operations
                                (Unaudited)
<CAPTION>
                                Three months ended       Nine months ended
                                  September 30,             September 30,
                                           Restated                  Restated   
                                1997         1998        1997          1998
                            ---------------------------------------------------
<S>                         <C>          <C>          <C>           <C>
Operating revenues:
  Oil and gas sales         $ 5,294,892  $ 6,511,618  $16,819,429   $19,107,507
  Gathering systems                   -    1,853,000            -     4,214,000
  Other                          28,729       96,744       70,729       181,191
                            ---------------------------------------------------
Total operating revenues      5,323,621    8,461,362   16,890,158    23,502,698

Operating expenses:
  Oil and gas production 
    expenses                  1,675,662    2,054,735    4,795,344     6,335,700
  Oil and gas purchases               -    1,271,000            -     2,884,000
  Gathering system operations         -      142,000            -       332,000
  Amortization and 
    depreciation              1,798,973    4,075,761    5,268,012    10,165,100
  General and administrative, 
    overhead and other 
    expenses, net of 
    operator's overhead fees 
    to unrelated interests    1,577,985      852,539    3,325,170     2,874,407
                            ---------------------------------------------------
Total operating expenses      5,052,620    8,396,035   13,388,526    22,591,207
                            ---------------------------------------------------
Operating income                271,001       65,327    3,501,632       911,491

Other income (expense):
  Interest expense           (1,356,499)  (3,845,112)  (3,787,067)   (9,976,574)
  Interest income                17,315      109,073       42,611       281,190
  Equity in net loss of RVC 
    Energy, Inc. (Note 2)             -     (140,670)           -      (140,670)
                            ---------------------------------------------------
Loss before income taxes     (1,068,183)  (3,811,382)    (242,824)   (8,924,563)

Income taxes                          -   (1,451,000)           -    (3,055,000)
                            ---------------------------------------------------
Net loss                    $(1,068,183) $(2,360,382) $  (242,824) $ (5,869,563)
                            ===================================================

Net loss per share                $(.39)       $(.87)       $(.09)       $(2.15)
                            ===================================================
Weighted average shares
  outstanding                 2,727,000    2,727,000    2,727,000     2,727,000
                            ===================================================
</TABLE>

See accompanying notes.
<PAGE>

<TABLE>
                               RAM Energy, Inc.

                     Consolidated Statements of Cash Flows
                                (Unaudited)
<CAPTION>
                                   Three months ended            Nine months ended
                                      September 30,                   September 30,
                                                Restated                       Restated    
                                  1997            1998            1997           1998
                             ------------------------------------------------------------
<S>                          <C>             <C>             <C>             <C>
Cash flows from operating 
  activities
Net loss                     $( 1,068,183)   $( 2,360,382)   $   (242,824)   $( 5,869,563)
Adjustments to reconcile net 
  loss to net cash provided 
  (used) by operating 
  activities:
  Amortization of Senior 
    Notes discount and fees 
    included in interest 
    expense                             -         166,314               -         389,787
  Amortization and depreciation:
    Oil and gas properties 
      and equipment             1,666,512       3,444,192       4,870,629       8,592,862
    Gathering and disposal 
      systems                           -         487,500               -       1,137,500
    Credit facility fees           82,237         206,620         246,713         381,243
    Other property and equipment   50,224          52,449         150,670         168,495
  Equity in net loss of RVC 
    Energy, Inc.                        -         140,670               -         140,670
  Deferred income taxes                 -      (1,451,000)              -      (3,055,000)
  Cash provided (used) by 
    changes in operating 
    assets and liabilities:
    Prepaid expenses and 
      deposits                    197,766         664,831         111,195         579,120
    Accounts receivable        (1,423,234)     (1,387,374)      1,337,741      (1,298,366)
    Accounts payable            1,744,055        (267,064)        866,918         411,430
    Accrued liabilities and 
      other                       192,090      (2,865,313)       (579,995)      1,073,923
    Gas balancing liability      (113,424)       (114,403)       (340,273)       (295,402)
                             ------------------------------------------------------------
Total adjustments               2,396,226        (922,578)      6,663,598       8,226,262
                             ------------------------------------------------------------
Net cash provided (used) by 
  operating activities          1,328,043      (3,282,960)      6,420,774       2,356,699

Cash flows from investing 
  activities
Payments for acquisition of 
  Carlton Resources Corporation 
  (net of cash acquired)
  (Note 2)                              -               -               -     (42,600,000)
Payment for investment in 
  RVC Energy, Inc. (Note 2)             -      (2,000,000)              -      (2,000,000)
Payments for oil and gas 
properties and equipment      (12,592,614)    (11,654,946)    (14,506,757)    (19,277,370)
Proceeds from sales of oil 
  and gas properties and 
  equipment                             -       1,500,000       9,693,576       1,600,546
Payments for gathering and 
  disposal systems                      -         (68,000)              -         (71,000)
Payments for other property 
  and equipment                   (59,108)        (68,346)       (169,947)       (267,134)
Payments for other assets        (273,492)       (175,414)       (273,492)       (481,716)
Proceeds from sales of other 
  assets                                -               -          29,143          53,020
                             ------------------------------------------------------------
Net cash used by investing 
  activities                  (12,925,214)    (12,466,706)     (5,227,477)    (63,043,654)

Cash flows from financing 
  activities
Proceeds from Senior Notes 
  Offering, net of discount             -               -               -     113,327,900
Payments of deferred offering 
  costs                                 -               -               -      (5,008,268)
Principal payments on other 
  long-term debt                        -         (33,891)    (10,473,045)    (62,080,905)
Proceeds from borrowings on 
  other long-term debt          9,592,148       9,016,137       9,703,342      19,095,227
Payments for Preferred Stock 
  Redemption                            -               -               -      (2,073,660)
Payments for loan origination 
  fees                                  -          (6,548)              -        (117,876)
                             ------------------------------------------------------------
Net cash provided (used) by 
  financing activities          9,592,148       8,975,698        (769,703)     63,142,418
                             ------------------------------------------------------------
Increase (decrease) in cash 
  and cash equivalents         (2,005,023)     (6,773,968)        423,594       2,455,463

Cash and cash equivalents at 
  beginning of period           4,035,982      10,477,852       1,607,365       1,248,421
                             ------------------------------------------------------------
Cash and cash equivalents at 
  end of period              $  2,030,959    $  3,703,884    $  2,030,959    $  3,703,884
                             ============================================================
</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 financial statements present the 
results of operations and cash flows of RAM Energy, Inc. for the 
three- and nine-month periods ended September 30, 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 and 
nine months ended September 30, 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 RLP Gulf States 
and the operations of Carlton Resources Corporation since its 
acquisition effective March 1, 1998 (Note 2). All significant 
intercompany transactions have been eliminated.

2. Acquisitions

On February 24, 1998, the Company acquired Carlton Resources 
Corporation ("Carlton") in a stock acquisition accounted for as a 
purchase, for approximately $41.6 million, after determination of 
defined working capital adjustments of $1,000,000. 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:

<TABLE>
<S>                                  <C>
Properties and equipment:
  Oil and gas properties             $24,000,000
Pipeline gathering systems            39,000,000
                                     -----------
                                      63,000,000

Other assets and liabilities, net       (844,000)
Deferred income tax liability        (20,556,000)
                                     -----------
Purchase price                       $41,600,000
                                     ===========
</TABLE>

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.

<TABLE>
<CAPTION>
                                          Nine months ended 
                                            September 30,
                                                       Restated    
                                       1997              1998
                                    -----------------------------
<S>                                 <C>             <C>
Total operating revenues            $29,191,000     $25,768,996

Net income (loss)                   $(2,454,000)    $(6,483,004)

Net income (loss) per common share        $(.90)         $(2.38)
</TABLE>

On August 17, 1998, the Company completed a $6.5 million 
acquisition of a one-half interest in certain proved undeveloped 
oil and gas properties of Ricks Exploration, Inc. located in 
south Texas ("Ricks" and the "Ricks Acquisition").

Concurrent with the Ricks Acquisition, the Company completed a 
$2.0 million investment in RVC Energy, Inc., a Delaware 
corporation ("RVC"), in exchange for 49.5% of RVC's voting common 
stock and all of RVC's non-voting common stock. RVC is an 
unrestricted affiliate of the Company and will be accounted for 
under the equity method of accounting.

The Company's acquisition of the Ricks properties and investment 
in RVC Energy, Inc. were funded through additional borrowings 
under the Company's Credit Facility (Note 3).

Concurrent with the Ricks Acquisition, RVC acquired the remaining 
one-half interest in the proved undeveloped properties of Ricks 
and all of Ricks' proved developed producing oil and gas 
properties in the same field for $14.6 million in cash. On August 
31, 1998, RVC acquired all of the outstanding common stock of 
Comet Petroleum, Inc. ("Comet") for $27.8 million in cash. RVC 
funded both acquisitions with equity contributed by its 
stockholders and borrowings under its credit facility which are 
non-recourse to its stockholders, including the Company.

3. Long-Term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                         December 31,     September 30,
                                            1997              1998
                                         -----------------------------
<S>                                      <C>              <C>
11-1/2% Senior Notes Due 2008 (A)        $          -     $113,422,740
Revolving note payable (B)                 55,000,000       19,000,000
Term note payable (B)                       7,000,000                -
Installment loan agreements                   225,165          240,568
                                         -----------------------------
                                           62,225,165      132,663,308
Less amount due within one year                97,723          114,526
                                         -----------------------------
                                          $62,127,442     $132,548,782
                                         =============================
</TABLE>

(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 redeemable 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) 
     transactions 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 million) 
     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 September 30, 1998, $19 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% (7.7% on outstanding balance at 
     September 30, 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, 
     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.

     In addition, the credit agreement requires the Company to 
     enter into certain interest rate swaps and collars to hedge 
     the interest rate exposure 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 September 30, 
     1998, the Company has outstanding interest rate swaps on the 
     $10.0 million of borrowings outstanding.

Interest paid by the Company in the nine-month periods ended 
September 30, 1997 and 1998 totaled $3,770,217 and $8,510,268, 
respectively.

4. Subsidiary Guarantors

The Company's Senior Notes are 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 summarized financial information of the 
Subsidiary Guarantors after their acquisition or formation in 
1998. Full financial statements of the Subsidiary Guarantors are 
not presented because management believes they are not material 
to the investors. 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. 

<TABLE>
<CAPTION>
                                      September 30, 
                                          1998
                                      -------------
<S>                                   <C>
Balance Sheet Data:
  Current assets                       $ 2,730,331
Property and equipment, net            $67,919,522
Other assets                           $   585,380
Current liabilities                    $ 1,828,654
Noncurrent liabilities                 $20,714,000
</TABLE>

<TABLE>
<CAPTION>
                                      Nine months 
                                        ended 
                                     September 30, 
                                       Restated
                                        1998
                                     -------------
<S>                                  <C>
Operating Data:
  Operating revenues                 $ 7,983,311
  Operating expenses                   5,836,431
                                     -----------
  Operating income                    $2,146,880
                                     ===========
</TABLE>

Amounts presented related to operations have been limited to 
operating information as the Company has not allocated 
administrative, interest charges or income taxes to its 
subsidiaries.

5. 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 September 30, 1998, these 
fixed-price contracts are in place to hedge 3.4 BBtu of the 
Company's estimated future production through March 1999 from 
proved gas reserves at a weighted average price of $2.46 per 
MMbtu.

6. Financial Instruments

The following information is provided regarding the estimated 
fair value of financial instruments employed by the Company as of 
September 30, 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 
     September 30, 1998 exceeded the fair value by approximately 
     $549,107, representing the amount the Company would be 
     required to pay to terminate the contracts at such date.

7. 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>
                                                                Restated
                                            December 31,      September 30, 
                                               1997               1998
                                           -----------------------------------
<S>                                        <C>                <C>
Deferred tax assets
Financial depreciation in excess of tax 
  depreciation                             $   108,163        $   650,000
Financial charges which are deferred 
  for tax purposes                             157,000            157,000
Net operating loss carryforwards             2,742,089          8,771,000
Investment tax credits                               -            284,000
                                           -----------------------------------
Total deferred tax assets before 
  valuation allowance                        3,007,252          9,862,000
Less valuation allowance recognized         (1,293,153)                 -
                                           -----------------------------------
Net deferred tax assets                      1,714,099          9,862,000

Deferred tax liabilities
Intangible drilling costs capitalized 
  for financial purposes and expensed 
  for tax purposes                           1,714,099          5,120,000
Pre-acquisition basis difference 
  resulting from debt restructuring                  -          6,951,000
Financial basis of assets acquired in 
  excess of tax basis                                -         15,292,000
                                           -----------------------------------
     Deferred tax liabilities                1,714,099         27,363,000
                                           -----------------------------------
Net deferred tax                           $         -        $17,501,000
                                           ===================================
</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>

Item 2.

            MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                  CONDITION AND RESULTS OF OPERATIONS

General

     RAM Energy, Inc. ("RAM" or the "Company")  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
$41.6 million after certain adjustments. 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 since March 1, 1998.

     The Company owns a 165-mile gathering system that 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.

     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.

     On August 17, 1998, RAM completed a $6.5 million acquisition
of a one-half interest in the proved undeveloped oil and gas
properties of Ricks Exploration, Inc. located in south Texas
("Ricks" and the "Ricks Acquisition").  RAM acquired 14.2 Bcfe of
proved undeveloped reserves and undeveloped leasehold in this
transaction.

     Concurrent with the Ricks Acquisition, RAM completed a $2.0
million  investment in RVC Energy, Inc., a Delaware corporation
("RVC"), in exchange for 49.5% of RVC's common stock.   RVC is an
unrestricted affiliate of RAM and is accounted for under the equity
method.

     Concurrent with the Ricks Acquisition, RVC acquired the
remaining one-half interest in the proved undeveloped properties of
Ricks and all of Ricks' proved developed producing oil and gas
properties in the same field for $14.6 million cash.  On August 31,
1998, RVC acquired all of the outstanding common stock of Comet
Petroleum, Inc. ("Comet") for $27.8 million in cash.  RVC funded
both acquisitions with equity contributed by its stockholders and
borrowings under its credit facility which are non-recourse to its
stockholders, including RAM.

     RVC's  acquisitions include  55.7 Bcfe of  estimated proved
reserves.  RAM's equity interest in these reserves is estimated at
27.5 Bcfe.  RVC believes the acquired properties provide
opportunities for reserve additions and increased cash flow from
additional developmental and  exploratory drilling.

     The oil and gas properties acquired from Ricks and a
substantial portion of the Comet properties are located in the
Permian Basin and are in close proximity to RAM's existing Permian
Basin properties.  RAM has been designated as the operator of all
oil and gas properties acquired from Ricks and a majority of the
Comet properties formerly operated by Comet and its affiliates.

     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.

     At September 30, 1998 the Company has entered into fixed price
arrangements for natural gas deliveries through March 1999,
effectively establishing fixed prices ranging from $2.21/Mmbtu to
$2.89/Mmbtu on an average of 18,500 Mmbtu per day.

     Historically the Company has added reserves mainly through
acquisitions 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.  For
the nine months ended September 30, 1998 the Company expended $12.1
million on development projects, $6.5 for the Ricks Acquisition and
invested $2.0 million in RVC.  The Company intends to continue to
pursue attractive oil and gas acquisitions, and development and
exploration opportunities.

     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 ratio 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 write-down for impairment of the carrying value of oil
and gas properties.  Once incurred, a write-down 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 September 30, 1998 Compared to Three Months
Ended September 30, 1997

     Operating Revenues.  Operating revenues increased by 
$3,138,000, or 59% for the three months ended September 30, 1998
compared to the same period in 1997,  with $3,156,000 of the
increase due to the inclusion in the 1998 quarter of the operations
of Carlton.  The following table summarizes oil and gas production
volumes, average sales prices and period to period comparisons,
including the effect on oil and gas operating revenues, for the
periods indicated:

<TABLE>
<CAPTION>
                         Three Months Ended         1998 Compared to 1997
                           September 30,      ----------------------------------
                         -----------------      % Increase Operating Revenue
                          1997       1998     (Decrease)  Increase (Decrease)
                         ------     ------    ----------- ----------------------
                                                          (Dollars in thousands)
<S>                      <C>        <C>        <C>        <C>
Production volumes:
  Natural gas (Mmcf)      1,629      2,173      33.4%           $1,186
  Oil (Mbbls)               108        141      30.6%              529
Average sale prices:
  Natural gas (per Mcf)  $ 2.18     $ 2.27       4.1%              177
  Oil (per Bbl)          $16.03     $11.24      29.9%             (675)
</TABLE>

     Revenues were higher in the third quarter of 1998 compared to
the third quarter of 1997 as a result of a 32% increase in
production and a 7% decrease in realized prices, both on an
Mcfe basis.  Average daily production was 32.8 million cubic feet
of natural gas equivalent in the third quarter of 1998 compared to
24.8 million cubic feet of  natural gas equivalent during the third
quarter of 1997. Natural gas production increased by 33% and oil
production increased 31% for the comparable periods.  The average
realized sales price for natural gas was $2.27 per Mcf for the
quarter ended September 30, 1998, compared to $2.18 per Mcf for the
comparable 1997 quarter.  The average realized oil price for the
quarter ended September 30, 1998 was $11.24 per Bbl, compared to
$16.03 per Bbl for the year-ago quarter, a 30% decrease. 

      Oil and Gas Production Expense.  Oil and gas production
expense increased by $379,000, or 23%,  for the three months ended
September 30, 1998, compared to the same period  in 1997.   The
increase in expense was due primarily to the addition of Carlton's
operations for the quarter ended September 30, 1998. The oil and
gas production expense was $.68 per Mcfe for the three months ended
September 30, 1998, a decrease from $.74 per Mcfe in the same
period of 1997. 

      Gathering system.  The gathering system  is a component of
the operations of Carlton.  Carlton is obligated to deliver 10,000
Mmbtu's per day at the tail-gate of the system, and purchases
outside gas to satisfy that obligation. Revenues from this source
were $1,853,000 for the quarter ended September 30,1998.  Outside
purchases were $1,271,000 and system operating costs were $142,000. 
  
     Depreciation and Amortization ("D&A") Expense.    Depreciation
and amortization expenses increased $2,277,000, or 127% for the
three months ended September 30, 1998 compared with the same period
in 1997, and was $1.35 per Mcfe for the 1998 quarter, an increase
of $0.56, or 71% compared to the $0.79 per Mcfe for the 1997
quarter.  This increase is due primarily to the inclusion of
Carlton's operations for the quarterly  period in 1998, including
the depreciation of Carlton's gathering system.  For oil and gas
D&A only, the results were $1.14 per Mcfe for the 1998 quarter
compared with $0.73 per Mcfe for the 1997 quarter, a 56% increase.

     G & A Expense.    General and administrative expense
decreased $725,000, or 46%, in the three months ended September 30,
1998 compared with the 1997 period.  The decrease is due primarily
to operator overhead fee reimbursements received from unrelated
interests attributable to Carlton for the 1998 quarter, and the
capitalization of certain geological and geophysical costs related
to the Company's increased exploration efforts in 1998.

     Interest Expense.  Interest expense increased to $3.8 million for
the three months ended September 30, 1998 compared to $1.4 million
for the comparable  period of the preceding year.  This increase
was attributable to higher average outstanding indebtedness and
higher effective interest rates during the 1998 quarter,  resulting
both from the Notes Offering and additional bank borrowings during
the quarter.

     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 Loss.   Due to the factors described above, the net loss
increased $1,292,000, or 121%, from a net loss of  $1,068,000 in the
three months ended September 30, 1997 to a net loss of $2,360,000
in the same period of 1998.

     Nine Months Ended September 30, 1998 Compared to Nine Months
Ended September 30, 1997

     Operating Revenues.  Operating revenues increased by 
$6,613,000, or 39% for the nine  months ended September 30, 1998,
compared to the same period for 1997.  Results for the 1998 period
include seven months of operations of Carlton after its acquisition
on February 24, 1998.  The following table summarizes oil and gas
production volumes, average sales prices and period to period
comparisons, including the effect on oil and gas operating
revenues, for the periods indicated:

<TABLE>
<CAPTION>
                          Nine Months Ended          1998 Compared to 1997
                            September 30,      ---------------------------------
                          ------------------     % Increase Operating Revenue
                           1997       1998     (Decrease)  Increase (Decrease)
                          ------     -------   ---------- ----------------------
                                                          (Dollars in thousands)
<S>                       <C>         <C>      <C>        <C>
Production volumes:
  Natural gas (Mmcf)      4,663       6,466       39%          $4,273
  Oil (Mbbls)               335         403       20%           1,171
Average sale prices:
  Natural gas (per Mcf)   $ 2.37      $ 2.19       (7.6)%        (1,133)
  Oil (per Bbl)           $17.22      $12.20      (29.2)%        (2,022)
</TABLE>

     Revenues were higher in the first nine months of 1998 compared
to the same period of 1997 as a result of a 33% increase in
production which offsets a 15% decrease in realized prices, both
on an Mcfe basis.  Average daily production was 32.5 million cubic
feet of natural gas equivalent in the first nine months of 1998,
compared to 24.4 million cubic feet of  natural gas equivalent
during the first nine months of 1997, an increase of 33%.  Natural
gas production increased by 39% and oil production increased 20%
for the comparable periods.  The average realized sales price for
natural gas was $2.19 per Mcf for the nine months ended September
30, 1998, compared to $2.37 per Mcf  for the same  period of 1997, 
a decrease of 8%.  The average realized oil price for the nine 
months ended September 30, 1998 was $12.20 per Bbl, and for the
nine months ended September 30, 1997 was  $17.22 per Bbl, a 29%
decrease.

     Oil and Gas Production Expense.  Oil and gas production expense
increased by $1,541,000, or 32%, for the nine months ended
September 30, 1998, compared to the same period  in 1997.   The
increase in expense was due primarily to the addition of Carlton's
operations for the months of March through September 1998, and
increased production taxes on higher revenues. The oil and gas
production expense was $.71 per Mcfe for the nine months ended
September 30, 1998, a decrease from  $.72 per Mcfe in the same
period of 1997. 

     Gathering System.  The gathering system is a component of the
operations of Carlton.  Carlton is obligated to deliver 10,000
Mmbtu's per day at the tail-gate of the system, and purchases
outside gas to satisfy that obligation.  Revenues from this source
were $4,214,000 for the months of March through September 1998. 
Outside purchases were $2,884,000 and system operating costs were
$332,000. 

     Depreciation and Amortization ("D&A") Expense.   Depreciation and
amortization expenses increased $4,897,000, or 93% for the nine
months ended September 30,  1998 compared with the same period in
1997, and was $1.14 per Mcfe for the 1998  nine  months, an
increase of  $.35, or 44% compared to the $.79 per Mcfe for the
1997 nine months.  This increase is due primarily to the inclusion
of Carlton's operations for the period ended September 30, 1998,
including the depreciation of  Carlton's gathering system.  For oil
and gas D&A only, the results were $.97 per Mcfe for the first nine
months of 1998 (including seven months of Carlton's  production)
compared with $.73 per Mcfe for the same period in 1997, a 33%
increase.

     G & A Expense.    For the first nine months of 1998 general and
administrative expense decreased $451,000, or 14% over the same
period of 1997.  The decrease in expense  is  due  to the increased
expenses in the third quarter of 1997 resulting from increased
acquisition activity and the addition of technical staff to
accommodate the Company's increased inventory of development
drilling opportunities, coupled with the operator overhead fee
reimbursements received from unrelated interests attributable to
Carlton for seven months, along with the capitalization of certain
geological and geophysical costs relating to the Company's
increased exploration efforts in 1998.
     
     Interest Expense.  Interest expense increased to $10.0 million for
the first nine months of 1998 compared to $3.8 million for the
comparable  period of the preceding year.  This increase was
attributable to higher average outstanding indebtedness and higher
effective interest rates during 1998, 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(Loss).   Due to the factors described above, the 
Company recorded a net loss of $5,870,000 for the nine months ended
September 30,  1998 compared with a net loss for the 1997 period of
$243,000.

Liquidity and Capital Resources

     As of September 30, 1998 the Company had cash and cash
equivalents of $3.7 million, and $6.0 million available under the
Credit Facility discussed below.

     As of September 30, 1998 the Company had $132.6 million of
indebtedness outstanding.  This was comprised primarily of $115.0
million (before giving effect to original issue discount of $1.7
million) of Senior Notes due 2008 issued in late February, 1998,
and $19.0 million of advances under the Credit Facility discussed
below.  Net proceeds of the Notes Offering were used to repay
existing debt, fund the Carlton acquisition, 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.  Any future acquisitions may
require additional debt or equity financing which will be dependent
upon financing arrangements, if any, available at the time.

     Credit Facility.  The Company has a $50.0 million working credit
facility ("Credit Facility") with Union Bank of California, N.A.
("Union Bank") and Den Norske Bank, S.A. as amended and restated,
providing for a $50.0 million revolving commitment payable in full
in February 2003.  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%.  The rate on the balance outstanding at
September 30, 1998 is 7.7%.  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 Used  in  and Provided by Operating Activities.  For the
quarter ended September  30, 1998  net cash used was $3.3 million
compared to net cash provided of $1.3 million for the same quarter
of 1997.  Net cash provided by the Company's operating activities
was $2.4 million for the nine months ended  September 30, 1998
compared to $6.4 million for the comparable period of 1997.  Both
1998 periods are lower than the corresponding 1997 periods due to
reduced operating income in 1998 compared to 1997 and to changes in
working capital accounts.

     Net Cash Used in and Provided by Investing Activities.  For the
three months ended September 30, 1998 net cash used in the
Company's investing activities was $12.5 million, including $6.5
million for the Ricks Acquisition, $4.1 million for oil and gas
well drilling activities, and a $2.0 million investment in RVC.  
The amount for the comparable period of 1997 was $12.9 million, of
which $11.2 million was for the acquisition of oil and gas
properties from Quarles Drilling Corporation ("Quarles").  The cash
used in the Company's investing activities for the nine months
ended September 1998 was $63.0 million, including the acquisitions
of Carlton, Ricks, the investment in RVC, and drilling activities
of $ 12.1 million.  This compares with $5.2 million used in 1997,
which included the acquisition of Quarles for $11.2 million offset
by $9.7 million provided by the sale of oil and gas properties, and
$3.3 for drilling activities.   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.  Through September 30, 1998, such
expenditures total $12.1 million.

Year 2000 Issues

     The Company has assessed the effects of Year 2000 on its
information technology ("IT") and non-IT systems and the systems of
others on which it depends.  IT systems include telecommunications
and computers.  Non-IT systems include  microcontrollers or other
date-sensitive electronic devices used in flow control or
measurement of hydrocarbons employed in the oil and gas producing
industry.  The Company owns or operates few non-IT devices.

     Company Readiness.    All of the Company's telephone systems,
computers and computer operating systems are Year 2000 compliant. 
The Company's mainframe application software is Year 2000 compliant
but presently sorts a two-digit year of "00" before a two-digit
year of "99."  The software is being modified to correct  this
deficiency.  Approximately 50% of the system has been re-written
and is ready for testing.  The remaining 50% will be re-written
over the next six months.  The project will be completed by mid-1999, 
at a cost estimated to be less than $100,000.

     Readiness of Others.  It is possible that non-compliance with
Year 2000 issues of other companies from which the Company receives
revenues, payments (through IT) or flow control or measurement
devices upon which it depends (non-IT), could  delay the Company's
receipt of revenue attributable to its oil and gas production.  The
Company currently believes that any such delay will not materially
and adversely affect the Company's financial condition, results of
operations or liquidity.  The Company will initiate a survey of
each of its major sources of revenue and cost reimbursement, and
each provider of flow control and measurement devices, to determine
the status of such parties' Year 2000 compliance and the potential
effects of their non-compliance on the Company's future financial
condition, results of operations and liquidity.  The Company
expects to complete the surveys prior to June 30, 1999.

     Contingency Plans.  The Company has no contingency plan for
conversion of its own business application software, and none will
be formulated.  With regard to contingency plans for the failure,
or possible failure, of others, each major source of funds or non-
IT dependence will be handled on a case-by-case basis, with full
preparedness by September 30, 1999.

     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.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

          Not applicable

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

          Not applicable

Item 5.  Other Information

          Not applicable

Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

The following exhibits are filed as a part of this report:

Exhibit
Number            Description
-------   -----------------------

27        Financial Data Schedule

          (b)  Report on Form 8-K

On September 1, 1998, the Company filed an amended Current Report
on Form 8-K with respect to a $6.5 million acquisition of a one-
half interest in certain properties of Ricks Exploration, Inc.

<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:  April 30, 1999           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>