EXHIBIT 10.12.1

              AMENDMENT NO. 3 AND CONSENT AND WAIVER


        This Amendment No. 3 and Consent and Waiver dated
   effective as of August 12, 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 and
   Amendment No. 2 and Waiver dated as of March 31, 1999 (the
   "Credit Agreement").

        B.   The Borrower wishes to sell all of its right,
   title and interest in the Oil and Gas Properties described
   on Schedule I attached hereto outside the ordinary course of
   business in one or more transactions ("Asset Sales").

        C.   The proposed Asset Sales violate several
   provisions of the Credit Agreement and the other Credit
   Documents, including, but not limited to, Section 6.04 of
   the Credit Agreement.

        D.   The Banks are willing to consent to the Asset
   Sales 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 Asset Sales as described above and (b)
   waive any and all defaults arising or which may have
   heretofore arisen under Section 6.04 of the Credit Agreement
   resulting from the execution, delivery or performance of the
   transactions and agreements in connection with the Asset
   Sales; provided that (i) the Net Cash Proceeds from each
   Asset Sale are deposited directly by the seller of such Oil
   and Gas Properties into Account No. 0880423444, "UBOC CL RAM
   Energy" maintained at Union Bank of California, N.A. (the
   "Cash Collateral Account") on the terms and in the manner
   described in Section 3 below and (ii) the Borrower receives
   Net Cash Proceeds in an amount greater than or equal to the
   minimum release price set forth for each such Oil and Gas
   Property on Schedule I attached hereto.  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 6.04 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"
   means, with respect to any sale, transfer, or other
   disposition of any of the Borrower's or any of its
   Subsidiaries' Property, all cash and Liquid Investments
   received by the Borrower or any of its Subsidiaries from
   such sale, transfer or other disposition after (a) payment
   of, or provision for, all brokerage commissions and other
   reasonable out-of-pocket fees and expenses actually
   incurred; (b) payment of any outstanding obligations
   relating to such Property paid in connection with, and
   necessary for, any such sale, transfer, or other
   disposition; and (c) the amount of reserves recorded in
   accordance with GAAP for indemnity or similar obligations of
   the Borrower and its Subsidiaries directly related to such
   sale, transfer or other disposition.

        Section 3.     Cash Collateral Account.

        (a)  All funds in the Cash Collateral Account shall be
   invested and reinvested as instructed by the Borrower from
   time-to-time in Permitted Investments, as defined below,
   such investments and reinvestments to be made in the name of
   the Borrower at the sole risk of the Borrower from
   time-to-time by the Agent as provided in this Section 3(a).
   All income earned from and proceeds of the sale or other
   liquidation of Permitted Investments shall be credited to
   the Cash Collateral Account and shall become part of such
   account.  For the purpose of this Amendment the term
   "Permitted Investments" shall mean (i) readily marketable
   direct obligations of the United States of America,
   (ii) certificates of deposit, eurodollar deposits, bankers
   acceptances, or commercial paper issued by the Agent, (iii)
   commercial paper if at the time of purchase such commercial
   paper is rated not less than "A-1"  or "P-1" and
   (iv) securities issued or guaranteed by an agency of the
   government of the United States of America.

        (b)  The Agent shall promptly furnish to the Borrower
   such information regarding the balance in the Cash
   Collateral Account as may be reasonably requested by the
   Borrower from time-to-time on a monthly basis.

        (c)  As security for and as payment and performance of
   Borrower's obligations under the Credit Agreement (the
   "Obligations"), the Borrower hereby pledges, assigns and
   grants to the Agent for the benefit of the Banks a first and
   prior security interest and right of set-off in the Cash
   Collateral Account, all balances therein, all Permitted
   Investments in connection therewith, and all proceeds
   thereof.

         (d) Upon the payment and performance in full of all
   the Obligations and the termination of the Borrower's
   Obligations under the Credit Agreement, any Permitted
   Investments then held by the Agent shall be liquidated as
   instructed by the Borrower and any balance remaining in the
   Cash Collateral Account shall be paid to the Borrower.

        (e)  On August 16, 1999, the Banks agree to release all
   of the funds out of the Cash Collateral Account to the
   Borrower for the sole purpose of paying interest on the
   Senior Notes; provided, however that after the Borrower pays
   the interest due and payable on the Senior Notes, to the
   extent that the Borrower is entitled to receive interest on
   any of the Senior Notes that it owns, such interest shall be
   deposited directly into the Cash Collateral Account and
   shall be immediately distributed to Den Norske Bank ASA as a
   prepayment of its Revolving Advances and permanent reduction
   of its Revolving Commitment and shall be credited against
   the $10,000,000 prepayment due September 30, 1999 as set
   forth in Section 4(a).

        (f)  After the payment of interest on the Senior Notes
   on August 16, 1999, 75% of all Net Cash Proceeds thereafter
   received by the Borrower from the sale of its Oil and Gas
   Properties shall be deposited directly into the Cash
   Collateral Account and the remaining 25% of such funds shall
   be released to the Borrower to use in accordance with the
   terms and conditions of the Credit Agreement.

        (g)  Any Bank may, at any time and in its sole
   discretion, release to the Borrower all or any portion of
   such Bank's Pro Rata Share of the balance in the Cash
   Collateral Account.  Any portion not so released by such
   Bank shall continue to be held for the benefit of such Bank
   and shall be subject to the terms and conditions of the
   Credit Agreement.

        (h)  To the extent there is a balance in the Cash
   Collateral Account on any of the prepayment dates specified
   in Section 4(a) below, such balance shall be distributed to
   the Banks and applied to the prepayment of the Revolving
   Advances; provided, however that at any time any Bank may in
   its sole discretion elect to have its Pro Rata Share of the
   amounts on deposit in the Cash Collateral Account
   distributed to such Bank as a prepayment of its outstanding
   Revolving Advances.

        Section 4.     Required Prepayments.  The Borrower
   shall make the following mandatory prepayments of the
   Revolving Advances:

        (a)  Mandatory Prepayments.  The Borrower agrees to
   make a mandatory prepayment of the outstanding principal
   amount of the Revolving Advances in an amount equal to (i)
   $10,000,000 on September 30, 1999, (ii) $5,000,000 on
   December 31, 1999, (iii) $5,000,000 on March 31, 2000 and
   (iv) the outstanding principal balance of the Revolving
   Advances on June 30, 2000; provided, however that any Bank
   may elect, by notice to the Agent by telephone (confirmed by
   telecopy) prior to any prepayment date, to decline all or
   any portion of such Bank's Pro Rata Share of any such
   prepayment of its Revolving Advances (such Bank or Banks
   being "Declining Banks"), in which case the aggregate amount
   of the prepayment due from Borrower on such prepayment date
   shall be reduced by the amount of the prepayment declined by
   the Declining Banks and the amount of the prepayment paid by
   the Borrower applied to reduce the Revolving Advances in
   according with the adjusted entitlements of the Banks.

        (b)  Excess Cash Flow.  On the fifteenth of each month
   commencing October 15, 1999, the Borrower shall deposit
   $250,000 into the Cash Collateral Account.  On the last day
   of each month commencing October 31, 1999, the Borrower
   shall prepay the outstanding principal amount of the
   Revolving Advances in an amount equal to the greater of (i)
   $250,000 or (ii) 40% of the Excess Cash Flow for the
   preceding calendar month.  The Banks agree to apply the
   $250,000 previously deposited in the Cash Collateral Account
   to the prepayment of the Revolving Advances.  For the
   purposes of this Section 4(b), "Excess Cash Flow" means: (a)
   gross cash revenue from any source received by Borrower and
   its Subsidiaries during any calendar month; plus (b) cash
   retained by Borrower and its Subsidiaries under clause (d)
   of this definition for the immediately preceding month; less
   (c) the actual cash payments made by Borrower and its
   Subsidiaries during such calendar month for (i) leasehold
   operating expenses and other field level or lease level
   charges for operation other than capital expenditures, (ii)
   severance, ad valorem and other direct taxes on production,
   but excluding any federal, state or local income taxes,
   (iii) reasonable and customary general and administrative
   expenses which shall not exceed $450,000 during any calendar
   month, (iv) capital expenditures made by Borrower and its
   Subsidiaries for the maintenance of its current oil and gas
   properties, (v) payments of principal and interest on the
   Revolving Advances and (vi) capital expenditures described
   on Exhibit A; less (d) cash retained by Borrower and its
   Subsidiaries to pay any of the obligations described in
   clause (c) of this definition to the extent accrued and
   unpaid on the last day of such calendar month; less (e) cash
   retained by Borrower and its Subsidiaries to pay for capital
   expenditures described on Exhibit A.  Notwithstanding the
   foregoing,  any Bank may elect, by notice to the Agent by
   telephone (confirmed by telecopy) prior to any prepayment
   date, to decline all or any portion of such Bank's Pro Rata
   Share of any such prepayment of its Revolving Advances (such
   Bank or Banks being "Declining Banks"), in which case the
   aggregate amount of the prepayment due from Borrower on such
   prepayment date shall be reduced by the amount of the
   prepayment declined by the Declining Banks and the amount of
   the prepayment paid by the Borrower applied to reduce the
   Revolving Advances in according with the adjusted
   entitlements of the Banks.  On the last day of each month
   commencing October 31, 1999, the Borrower shall deliver to
   each of the Banks a certificate dated as of such date from
   the president or chief financial officer of the Borrower
   certifying that the calculation of Excess Cash Flow as of
   the last day of the previous calendar month was true and
   correct.  Notwithstanding anything herein to the contrary
   the Banks are not approving or disapproving any capital
   expenditures to be made by the Borrower, such decision to be
   made in the business judgment of the Borrower.

        (c)  Application of Prepayments.  Each prepayment
   pursuant to Section 4(a) shall be accompanied by accrued
   interest on the amount prepaid to the date of such
   prepayment and amounts, if any, required to be paid pursuant
   to Section 2.12 as a result of such prepayment being made on
   such date.  Each prepayment made under this Section 4 shall
   be applied to the Revolving Advances as determined by the
   Agent and agreed to by the Banks in their sole discretion.

        Section 5.  Reduction of Revolving Commitments.

        (a)  The Borrower, the Agent, and the Banks hereby
   agree that the Revolving Commitments of the Banks under the
   Credit Agreement shall be modified to reflect the Revolving
   Commitments for the Banks set forth on the attached Schedule
   2 and upon the effectiveness of this Agreement pursuant to
   Section 9 below, each such Bank's Revolving Commitment shall
   be the Revolving Commitment set forth on the attached
   Schedule 2 (such Revolving Commitment being subject to
   further amendment, reduction or termination pursuant to the
   terms of the Credit Agreement).

        (b)  Upon each prepayment of the Revolving Advances
   pursuant to Sections 3 or 4, the Revolving Commitments shall
   be automatically and permanently reduced by the amount of
   such prepayment.

        Section 6.  Amendments.  The Credit Agreement shall,
   subject to the terms of this Amendment, be amended as
   follows:

        (a)  Section 2.05(b).  Section 2.05(b) shall be amended
   by adding an "or" after subsection (i) thereof, replacing
   the "or" with a period after subsection (ii) thereof and
   deleting subsection (iii) in its entirety.

        (b)  Section 6.23.  Section 6.23 is hereby renumbered
   as Section 6.18.

        (c)  Section 6.19.  A new Section 6.19 is added as
   follows:

                  Section 6.19.  Accounts Payable.  The Borrower
        shall not permit the aggregate amount of its accounts
        payable more than 90 days past due to be greater than
        $650,000, except for accounts payable subject to a bona
        fide dispute and for which adequate reserves are
        maintained in accordance with GAAP.

        (d)  Section 6.20.  A new Section 6.20 is added as
   follows:

        Section 6.20.  Allowable General and Administrative
   Expenses.  The Borrower shall not permit the amount of
   general and administrative expenses to be greater than
   $400,000 for each calendar month; provided, however that the
   amount of general and administrative expenses may be greater
   than $400,000 for any calendar month provided that such
   general and administrative expenses are not greater than
   $450,000 for such calendar month and provided further that
   the average monthly general and administrative expenses for
   each fiscal quarter is not greater than $400,000.

        Section 7.  Suspension of Eurodollar Rate Advances.
   Subject to Section 8 below, effective July 14, 1999, each
   Revolving Borrowing consisting of Eurodollar Rate Advances
   shall be Converted to a Revolving Borrowing consisting of
   Reference Rate Advances bearing interest at the Adjusted
   Reference Rate in effect from time to time plus 2.0% (but in
   any event not to exceed the Maximum Rate).  Further, the
   right of the Borrower to request continuations of, or
   conversions to, Revolving Borrowings consisting of
   Eurodollar Rate Advances is hereby suspended indefinitely
   until the Banks agree in writing that such right is
   reinstated.

        Section 8.   Effectiveness.  This Amendment shall
   become effective upon the date first set forth above when
   the Agent shall have received from the Borrower duly and
   validly executed originals of this Amendment.

        Section 9.   Representations and Warranties.  The
   Borrower represents and warrants that (a) the execution,
   delivery and performance of the Asset Sale 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 10.    Choice of Law.   This Amendment shall be
   governed by and construed and enforced in accordance with
   the laws of the State of Texas.

        Section 11.    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
                                      Carl Stutzman
                                      Senior Vice President and Manager

                                 By:  DUSTIN GASPARI
                                      Dustin Gaspari
                                      Assistant Vice President


                                 DEN NORSKE BANK ASA

                                 By:    CHARLES E. HALL
                                 Name:  Charles E. Hall
                                 Title: Senior Vice President

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


   Acknowledged and accepted this
   13th day of August, 1999.

   RAM ENERGY, INC.

   By:  LARRY E. LEE
        Larry E. Lee
        President