EXHIBIT 10.12.3

              AMENDMENT NO. 5 AND CONSENT AND WAIVER


     This Amendment No. 5 and Consent and Waiver dated effective
as of September 28, 1999 ("Amendment") is by Union Bank of
California, N.A. and Den norske Bank ASA (collectively, the
"Banks") in favor of RAM Energy, Inc., a Delaware corporation
("Borrower").

                           INTRODUCTION

     A.   The Borrower, the Banks and Union Bank of California,
N.A., as agent for the Banks (the "Agent"), have entered into the
Second Amended and Restated Credit Agreement dated as of
February 3, 1998, as amended by Amendment No. 1 and Waiver dated
as of August 17, 1998, Amendment No. 2 and Waiver dated as of
March 31, 1999,  Amendment No. 3 and Consent and Waiver dated as
of August 12, 1999 and Amendment No. 4 dated as of September 2,
1999 (the "Credit Agreement").

     B.   The Borrower wishes to sell certain of its production
volumes from the South Thomas, East Cheyenne and Wickham Ranch
Fields in Blaine, Custer and Roger Mills Counties, Oklahoma to
Duke Energy Merchant Finance, L.L.C. ("Duke") in exchange for the
payment by Duke to the Borrower of a production payment ("Duke
Production Payment") and the Banks have consented to the Duke
Production Payment pursuant to the terms and conditions of
Amendment No. 3 and Consent and Waiver dated as of August 12,
1999 ("Amendment No. 3").

     C.   In connection with the Duke Production Payment, the
Borrower is required to grant a security interest to Duke in the
Borrower's right, title and interest in and to the South Thomas,
East Cheyenne and Wickham Ranch Fields in Blaine, Custer and
Roger Mills Counties, Oklahoma in order to secure the Borrower's
obligations to deliver certain of its production volumes from
such fields (the "Duke Liens").   In addition, the Borrower's
obligations in connection with the Duke Production Payment (the
"Duke Debt") constitute Debt as defined in the Credit Agreement.
The granting of the Duke Liens and the Duke Debt violate several
provisions of the Credit Agreement and the other Credit
Documents, including, but not limited to, Section 6.01 and 6.02
of the Credit Agreement.

     D.   The Banks are willing to consent to the Duke Liens and
the Duke Debt and to make certain other amendments subject to the
terms of this Agreement.

     THEREFORE, the Agent, the Borrower and the Banks hereby
agree as follows:

     Section 1.     Definitions; References.  Unless otherwise
defined in this Amendment, each term used in this Amendment which
is defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement.

     Section 2.     Consent and Waiver.  The Banks hereby (a)
consent to the granting of the Duke Liens and the incurrence of
the Duke Debt as described above and (b) waive any and all
defaults arising or which may have heretofore arisen under
Section 6.01, 6.02 or any other provision of the Credit Agreement
resulting from the execution, delivery or performance of the
transactions and agreements in connection with the Duke
Production Payment; provided that the Duke Production Payment
satisfies the terms and conditions of Amendment No. 3, including,
without limitation, that (i) the Net Cash Proceeds from the Duke
Production Payment are deposited directly by Duke into Account
No. 0880423444, "UBOC CL RAM Energy" maintained at Union Bank of
California, N.A. and (ii) the Borrower receives Net Cash
Proceeds in an amount greater than or equal to $4,500,000.00.
This waiver is limited to the extent described herein and shall
not be construed to be a consent to or a waiver of any other
actions prohibited by the Credit Agreement.  The Agent and each
of the Banks reserves the right to exercise any rights and
remedies available to it in connection with any future defaults
with respect to Section 6.01 or 6.02 of the Credit Agreement or
any other provision of any Credit Document. Further, if any such
transaction is not completed as described above, all consents
granted hereunder shall be void.  For purposes of this Section 2,
"Net Cash Proceeds" has the meaning give to such term in
Amendment No. 3.

     Section 3.  Amendments.  The Credit Agreement shall, subject
to the terms of this Amendment, be amended as follows:

     (a)  Section 1.01.  Section 1.01 shall be amended by adding
the following new definition in alphabetical order where
appropriate:

     "Duke" means Duke Energy Merchant Finance, L.L.C.

     "Duke Production Payment" means the sale by the Borrower of
certain of its production volumes from the South Thomas, East
Cheyenne and Wickham Ranch Fields in Blaine, Custer and Roger
Mills Counties, Oklahoma to Duke in exchange for the payment by
Duke to the Borrower of a production payment.

     (b)  Section 6.01.  Section 6.01 is hereby amended by
deleting the "and" at the end of subsection (g) thereof,
replacing the period at the end of subsection (h) thereof with ";
and" and by adding the following new subsection (i):

               (i)  Liens granted by the Borrower to Duke to secure
     the obligations of the Borrower in connection with the Duke
     Production Payment; provided that each such Lien only
     encumbers the Borrower's interest in the South Thomas, East
     Cheyenne and Wickham Ranch Fields in Blaine, Custer and
     Roger Mills Counties, Oklahoma subject to the Duke
     Production Payment.

     (c)  Section 6.02.  Section 6.02 is hereby amended by
deleting the "and" at the end of subsection (f) thereof,
replacing the period at the end of subsection (g) thereof with ";
and" and by adding the following new subsection (h):

               (h)  Debt incurred by the Borrower in connection with
     the Duke Production Payment provided that such Debt shall
     not be increased so that the amount of such Debt becomes
     greater than the outstanding amount of such Debt on the date
     of Amendment No. 5 and Consent and Waiver dated as of
     September 28, 1999.

     Section 4.     Effectiveness.  This Amendment shall become
effective upon the date first set forth above when the Agent
shall have received from the Borrower and each of the Banks duly
and validly executed originals of this Amendment.

     Section 5.  Representations and Warranties.  The Borrower
represents and warrants that (a) the execution, delivery and
performance of the Duke Production Payment and this Amendment are
within the corporate power and authority of the Borrower and have
been duly authorized by appropriate proceedings, (b) the Liens
under the Security Documents are valid and subsisting and secure
the Borrower's obligations under the Credit Agreement, (c) the
representations and warranties of the Borrower contained in the
Credit Documents are true and correct as of the date hereof,
except as otherwise previously disclosed to the Agent, and (d) no
Default has occurred and is continuing as of the date hereof.

     Section 6.     Choice of Law.   This Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Texas.

     Section 7.     Counterparts.  This Amendment may be signed
in any number of counterparts, each of which shall be an
original.  Delivery of an executed counterpart of this Amendment
by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.

     This written agreement and the Credit Documents, as defined in the Credit
Agreement, represent the final agreement among the parties and may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties.

     There are no unwritten oral agreements between the parties.

     EXECUTED as of the date first set forth above.

                               UNION BANK OF CALIFORNIA, N.A.


                              By:    CARL STUTZMAN
                              Name:  Carl Stutzman
                              Title: Senior Vice President


                              By:    DUSTIN GASPARI
                              Name:  DUSTIN GASPARI
                              Title: Assistant Vice President


                              DEN NORSKE BANK ASA


                              By:    J. MORTEN KREUTZ
                              Name:  J. Morten Kreutz
                              Title: First Vice President


                              By:    LASSE WAGENE
                              Name:  Lasse Wagene
                              Title: Vice President


Acknowledged and accepted this
28th day of September, 1999.


RAM ENERGY, INC.


By:  LARRY E. LEE
     Larry E. Lee
     President