UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

[X]  Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 For the quarterly period ended June 30, 2002

                        Commission File Number 333-42641

                             [RAM ENERGY, INC. LOGO]

                                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) 663-2800

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 [ ] NO [ ]

The  registrant  is not  subject to the filing  requirements  of Sections 13 and
15(d) of the  Securities  Exchange  Act of 1934 (the "Act"),  but files  reports
required  by  Sections  13  and  15(d)  of  the  Act  pursuant  to   contractual
obligations.

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............................................

           Consolidated Balance Sheets - December 31, 2000
                and June 30, 2002 (unaudited)...............................

           Consolidated Statements of Operations - Three months and six
                months ended June 30, 2001 and 2002 (unaudited).............

           Consolidated Statements of Cash Flows - Three months and
                six months ended June 30, 2001 and 2002 (unaudited).........

           Notes to Consolidated 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>

PART I.  FINANCIAL INFORMATION
<TABLE>
                                              RAM Energy, Inc.

                                        Consolidated Balance Sheets
                                           (Dollars in Thousands)
 <CAPTION>
                                                                     December 31,          June 30,
                                                                         2001               2002
                                                                  -------------------- -----------------
                                                                                          (Unaudited)
<S>                                                               <C>                  <C>
Assets
Current assets:
   Cash and cash equivalents                                      $       19,874       $        11,230
   Accounts receivable:
      Escrow cash                                                          6,375                   396
      Natural gas and oil sales                                            1,921                 1,475
      Joint interest operations, net of allowance for doubtful
        accounts of $532 in 2001 and $982 in 2002                          1,243                   884
      Related parties                                                          -                   137
      Other                                                                   47                   108
   Prepaid expenses and deposits                                             626                   585
                                                                  -------------------- -------------------
Total current assets                                                      30,086                14,815

Properties and equipment, at cost:
   Natural gas and oil properties and equipment, based on full
      cost accounting                                                     49,449                51,807
   Pipeline system                                                        39,813                39,840
   Other property and equipment                                            4,497                 4,425
                                                                  -------------------- -------------------
                                                                          93,759                96,072
   Less accumulated amortization and depreciation                         28,281                30,721
                                                                  -------------------- -------------------
Net properties and equipment                                              65,478                65,351

Other assets:
   Deferred offering costs, net of accumulated amortization
      of $1,539 in 2001 and $1,741 in 2002                                 2,462                 2,260
   Other                                                                     296                 1,898
                                                                  -------------------- -------------------
Total assets                                                             $98,322               $84,324
                                                                  ==================== ===================

Liabilities and stockholders' deficiency Current liabilities:
   Accounts payable:
      Trade                                                       $        4,115       $         1,047
      Natural gas and oil proceeds due others                              4,186                 2,307
      Related parties                                                         76                     -
   Accrued liabilities:
      Compensation                                                         1,048                   132
      Interest                                                             3,988                 3,936
      Other                                                                   27                    42
   Gas balancing liability                                                    41                    41
   Long-term debt due within one year                                        135                    79
                                                                  -------------------- -------------------
Total current liabilities                                                 13,616                 7,584

Gas balancing and other liabilities not expected to be
   settled within one year                                                 2,194                 2,218
Long-term debt due after one year                                         91,265                91,228
Deferred income taxes                                                     10,994                 7,994
Commitments and contingencies                                                600                   600

Stockholders' deficiency:
   Common stock, $.01 par value; authorized--5,000,000
      shares; issued and outstanding--2,727,000 shares                        27                    27
   Paid-in capital                                                            16                    16
   Accumulated deficit                                                   (20,390)              (25,343)
                                                                  -------------------- -------------------
Stockholders' deficiency                                                 (20,347)              (25,300)
                                                                  -------------------- -------------------
Total liabilities and stockholders' deficiency                    $       98,322       $        84,324
                                                                  ==================== ===================
</TABLE>

See accompanying notes.

<PAGE>
<TABLE>
                                                 RAM Energy, Inc.

                                      Consolidated Statements of Operations
                                                   (Unaudited)
                               (Dollars in Thousands, Except for Per Share Amounts)
<CAPTION>
                                                        Three months ended          Six months ended
                                                             June 30,                   June 30,
                                                  ---------------------------  ---------------------------
                                                      2001           2002         2001            2002
                                                  ---------------------------  ---------------------------
<S>                                               <C>             <C>          <C>             <C>
Operating revenues:
   Natural gas and oil sales                      $    7,403      $    1,789   $   17,185      $    3,769
   Pipeline system                                     4,250           3,875       10,212           6,404
   Other                                                  52              25           74             128
                                                  ---------------------------  ---------------------------
Total operating revenues                              11,705           5,689       27,471          10,301

Operating expenses:
   Natural gas and oil production taxes                  647             198        1,613             465
   Natural gas and oil production expenses             1,676             843        2,972           1,458
   Pipeline system purchases                           3,298           3,290        7,755           5,355
   Pipeline system operations                            125             204          216             383
   Amortization and depreciation                       2,501           1,363        4,941           2,733
   Provision for doubtful receivable                       -               -            -             450
   General and administrative, overhead and other
      expenses, net of operator's overhead fees        1,017           1,187        1,963           2,326
                                                  ---------------------------  ---------------------------
Total operating expenses                               9,264           7,085       19,460          13,170
                                                  ---------------------------  ---------------------------
Operating income (loss)                                2,441          (1,396)       8,011          (2,869)

Other income (expense):
   Interest expense                                   (3,708)         (2,672)      (7,342)         (5,276)
   Interest income                                        34              38           69             192
                                                  ---------------------------  ---------------------------
Income (loss) before income taxes                     (1,233)         (4,030)         738          (7,953)

Income tax provision (benefit)                          (466)         (1,509)         284          (3,000)
                                                  ---------------------------  ---------------------------
Net income (loss)                                 $     (767)     $   (2,521)  $      454      $   (4,953)
                                                  ===========================  ===========================

Net income (loss) per share--basic and diluted    $    (0.28)     $    (0.92)  $     0.17      $    (1.82)
                                                  ===========================  ===========================

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)
                                                  (Dollars in Thousands)

<CAPTION>
                                                                  Three months ended         Six months ended
                                                                        June 30,                  June 30,
                                                              -------------------------  -------------------------
                                                                  2001            2002       2001            2002
                                                              -------------------------  -------------------------
<S>                                                           <C>             <C>        <C>             <C>
Cash flows from operating activities
Net income (loss)                                             $   (767)       $ (2,521)  $    454        $ (4,953)
Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
      Amortization of Senior Notes discount included in
        interest expense                                            39              34         78              73
      Amortization and depreciation:
        Natural gas and oil properties and equipment             1,693             694      3,327           1,396
        Pipeline system                                            488             498        976             996
        Senior Notes fees                                          119             101        236             202
        Credit facility fees                                       135               -        270               -
        Other property and equipment                                66              70        132             139
      Provision for doubtful accounts receivable                     -               -          -             450
      Deferred income taxes                                       (466)         (1,509)       284          (3,000)
      Cash provided (used) by changes in operating assets and
        liabilities:
           Prepaid expenses and deposits                             6             111        122              41
           Accounts receivable                                   2,577             (26)     1,051             157
           Accounts payable                                     (3,634)           (249)      (859)         (4,523)
           Accrued liabilities and other                         2,844           2,339        473            (929)
           Gas balancing liability                                (156)              -       (310)              -
                                                              -------------------------  -------------------------
Total adjustments                                                3,711           2,063      5,780          (4,998)
                                                              -------------------------  -------------------------
Net cash provided (used) by operating activities                 2,944            (458)     6,234          (9,951)

Cash flows from investing activities
Proceeds released from escrow                                        -           3,400          -           5,978
Payments for natural gas and oil properties and equipment       (3,072)         (2,394)    (5,483)         (3,331)
Proceeds from sales of natural gas and oil properties and
   equipment                                                         -             460         72             460
Payments for other property and equipment                          (36)            (77)      (105)            (87)
Payments for pipeline system                                        (9)            (24)       (14)            (27)
Payments for other assets                                            -            (113)       (85)           (113)
Proceeds from sales of other assets                                325               -        325              12
                                                              -------------------------  -------------------------
Net cash provided (used) in investing activities                (2,792)          1,252     (5,290)          2,892

Cash flows from financing activities
Principal payments on long-term debt                              (450)            (25)      (508)            (85)
Proceeds from borrowings on long-term debt                           4               -      1,059               -
Payment for standby letter of credit                                 -               -          -          (1,500)
                                                              -------------------------  -------------------------
Net cash provided (used) by financing activities                  (446)            (25)       551          (1,585)
                                                              -------------------------  -------------------------
Increase (decrease) in cash and cash equivalents                  (294)            769      1,495          (8,644)

Cash and cash equivalents at beginning of period                 2,706          10,461        917          19,874
                                                              -------------------------  -------------------------
Cash and cash equivalents at end of period                    $  2,412        $ 11,230   $  2,412        $ 11,230
                                                              =========================  =========================

Disclosures of noncash investing activities
Accrued interest added to principal balance of
     credit facility                                          $    665        $      -   $  1,439        $      -
                                                              =========================  =========================
</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  consolidated  financial  statements  present  the
financial position at June 30, 2002 and the results of operations and cash flows
of RAM Energy,  Inc. (the  Company) for the  three-month  and six-month  periods
ended  June  30,  2001  and  2002.  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 six months ended June 30, 2002, are not necessarily
indicative  of the results to be expected for the full year ending  December 31,
2002. Certain reclassifications have been made to the prior period statements to
conform with the current year  presentation.  Reference is made to the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, for an expanded
discussion of the Company's financial disclosures and accounting policies.

Nature of Operations and Organization

RAM Energy, Inc. operates exclusively in the upstream segment of the natural gas
and oil  industry  with  activities  including  the  drilling,  completion,  and
operation of natural gas and oil wells. The Company conducts the majority of its
operations in the states of Oklahoma, Texas, and New Mexico.  Additionally,  the
Company owns and operates a natural gas and oil pipeline  system and a saltwater
disposal operation in north central Oklahoma (the Pipeline System). The Pipeline
System  purchases,  transports,  and markets  natural gas and oil production and
disposes of salt water from properties owned by other oil and gas companies.

Principles of Consolidation

The consolidated  financial  statements  include the accounts of its majority or
wholly owned subsidiaries.  All significant intercompany  transactions have been
eliminated.

2.   Financial Instruments

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents,  trade  receivables  and  payables,  installment  notes and capital
leases,  and variable rate long-term  debt  approximate  their fair values.  The
carrying  value of the Senior Notes exceeded the fair value at December 31, 2001
and  June  30,  2002,  by   approximately   $23.9  million  and  $41.9  million,
respectively, based on quoted market prices.

3.   Escrow Cash

Effective  December 1, 2001,  the Company sold to Carmen  Acquisition  Corp.,  a
subsidiary of Chesapeake Energy Corporation,  all of the Company's producing and
non-producing oil and gas properties  located in 17 counties in Oklahoma,  Texas
and New Mexico.  The base  purchase  price of $76.0  million  (before  customary
closing  and  post-closing  adjustments)  was  paid  85% in cash  and 15% by the
surrender of approximately $11.1 million principal amount of the Company's 11.5%
Senior  Notes due 2008  valued  at par.  At the  closing,  $7.5  million  of the
purchase price  consisting of $6.4 million cash and $1.1 million in Senior Notes
was deposited in escrow pending  determination of any post-closing  adjustments.
During the quarter ended March 31, 2002, the Company received approximately $3.0
million of the escrow  amounts  consisting of $2.6 million cash and $0.5 million
Senior Notes. On April 9, 2002, the Company received an additional  distribution
of $3.4 million in cash and $0.6 million in Senior Notes  leaving  approximately
$0.4 million  remaining in escrow to be disbursed  pending the resolution of the
remaining potential post-closing  adjustments.  The Company expects all material
amounts remaining in escrow will be released to the Company in the third quarter
of 2002.

4.   Acquisitions

In April 2002 the  Company  acquired  additional  interests  natural gas and oil
properties  already owned by the Company located in Louisiana for  approximately
$1.3 million.

5.   Subsidiary Guarantors

The Company's Senior Notes are fully and unconditionally 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
condensed consolidating financial information of the Subsidiary Guarantors after
their  acquisition or formation in 1998.  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.

The following  represents  the condensed  consolidating  balance  sheets for the
Company and its subsidiaries at December 31, 2001 and June 30, 2002:

<TABLE>
<CAPTION>
                                                                                                   Total
                                                                       Subsidiary Consolidating Consolidated
                                                            Parent     Guarantors  Adjustments    Amounts
                                                           ----------- ----------- ----------- ------------
<S>                                                        <C>         <C>         <C>         <C>
December 31, 2001
Current assets                                             $   27,381  $   16,455  $  (13,750) $   30,086
Property and equipment, net                                     9,691      55,787           -      65,478
Investment in subsidiary                                       46,412           -     (46,412)          -
Other assets                                                    2,422         336           -       2,758
                                                           ----------- ----------- ----------- ------------
Total assets                                               $   85,906  $   72,578  $  (60,162) $   98,322
                                                           =========== =========== =========== ============

Current liabilities                                        $   23,389  $    3,977  $  (13,750) $   13,616
Long-term debt                                                 91,222          43           -      91,265
Other non-current liabilities                                   2,794           -           -       2,794
Deferred income taxes                                         (11,152)     22,146           -      10,994
                                                           ----------- ----------- ----------- ------------
Total liabilities                                             106,253      26,166     (13,750)    118,669

Stockholders' equity (deficiency)                             (20,347)     46,412     (46,412)    (20,347)
                                                           ----------- ----------- ----------- ------------
Total liabilities and stockholders' equity (deficiency)    $   85,906  $   72,578  $  (60,162) $   98,322
                                                           =========== =========== =========== ============

June 30, 2002
Current assets                                             $   12,530  $   15,140  $  (12,855) $   14,815
Property and equipment, net                                    23,105      42,246           -      65,351
Investment in subsidiary                                       30,064           -     (30,064)          -
Other assets                                                    4,058         100           -       4,158
                                                           ----------- ----------- ----------- ------------
Total assets                                               $   69,757  $   57,486  $  (42,919) $   84,324
                                                           =========== =========== =========== ============

Current liabilities                                        $   19,278  $    1,161  $  (12,855) $    7,584
Long-term debt                                                 91,192          36           -      91,228
Other non-current liabilities                                   2,575         243           -       2,818
Deferred income taxes                                         (17,988)     25,982           -       7,994
                                                           ----------- ----------- ----------- ------------
Total liabilities                                              95,057      27,422     (12,855)    109,624

Stockholders' equity (deficiency)                             (25,300)     30,064     (30,064)    (25,300)
                                                           ----------- ----------- ----------- ------------
Total liabilities and stockholders' equity (deficiency)    $   69,757  $   57,486  $  (42,919) $   84,324
                                                           =========== =========== =========== ============
</TABLE>

5. Subsidiary Guarantors (continued)

The following  represents the condensed  consolidating  statements of operations
statements  of  cash  flows  for  the  Company  and  its  subsidiaries  for  the
three-months and six-months ended June 30, 2001 and 2002:

<TABLE>
<CAPTION>
                                                                                                   Total
                                                                       Subsidiary Consolidating Consolidated
                                                            Parent     Guarantors  Adjustments    Amounts
                                                           ----------- ----------- ----------- ------------
<S>                                                        <C>         <C>         <C>         <C>
Three months ended June 30, 2001
Operating revenues                                         $    7,264  $    6,491  $   (2,050) $   11,705
Operating expenses                                              4,811       4,453           -       9,264
                                                           ----------- ----------- ----------- ------------
Operating income                                                2,453       2,038      (2,050)      2,441
Other income (expense)                                         (3,686)         12           -      (3,674)
                                                           ----------- ----------- ----------- ------------
Income (loss) before income taxes                              (1,233)      2,050      (2,050)     (1,233)
Income taxes                                                     (466)          -           -        (466)
                                                           ----------- ----------- ----------- ------------
Net income (loss)                                          $     (767) $    2,050  $   (2,050) $     (767)
                                                           =========== =========== =========== ============

Cash flows provided by (used in) operating activities      $    6,474  $   (3,530)          -  $    2,944
Cash flows provided by (used in) investing activities          (2,675)       (117)          -      (2,792)
Cash flows provided by (used in) financing activities          (3,646)      3,200           -        (446)
                                                           ----------- ----------- ----------- ------------
Increase (decrease) in cash and cash equivalents                  153        (447)          -        (294)
Cash and cash equivalents at beginning of period                4,519      (1,813)          -       2,706
                                                           ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period                 $    4,672  $   (2,260) $        -  $    2,412
                                                           =========== =========== =========== ============

Three months ended June 30, 2002
Operating revenues                                         $    3,028  $    3,164  $     (503) $    5,689
Operating expenses                                              4,397       2,688           -       7,085
                                                           ----------- ----------- ----------- ------------
Operating income (loss)                                        (1,369)        476        (503)     (1,396)
Other income (expense)                                         (2,634)          -           -      (2,634)
                                                           ----------- ----------- ----------- ------------
Income (loss) before income taxes                              (4,003)        476        (503)     (4,030)
Income taxes                                                   (1,482)        (27)          -      (1,509)
                                                           ----------- ----------- ----------- ------------
Net income (loss)                                          $   (2,521) $      503  $     (503) $   (2,521)
                                                           =========== =========== =========== ============

Cash flows provided by (used in) operating activities      $   (5,409) $    4,951  $        -  $     (458)
Cash flows provided by (used in) investing activities           3,753      (2,501)          -       1,252
Cash flows provided by (used in) financing activities             (21)         (4)          -         (25)
                                                           ----------- ----------- ----------- ------------
Increase (decrease) in cash and cash equivalents               (1,677)      2,446           -         769
Cash and cash equivalents at beginning of period               13,297      (2,836)          -      10,461
                                                           ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period                 $   11,620  $     (390) $        -  $   11,230
                                                           =========== =========== =========== ============
</TABLE>

5. Subsidiary Guarantors (continued)

<TABLE>
<CAPTION>
                                                                       Subsidiary Consolidating Consolidated
                                                            Parent     Guarantors  Adjustments    Amounts
                                                           ----------- ----------- ----------- ------------
<S>                                                        <C>         <C>         <C>         <C>
Six months ended June 30, 2001
Operating revenues                                         $   17,682  $   15,858  $   (6,069) $   27,471
Operating expenses                                              9,643       9,817           -      19,460
                                                           ----------- ----------- ----------- ------------
Operating income                                                8,039       6,041      (6,069)      8,011
Other income (expense)                                         (7,301)         28           -      (7,273)
                                                           ----------- ----------- ----------- ------------
Income (loss) before income taxes                                 738       6,069      (6,069)        738
Income taxes                                                      284           -           -         284
                                                           ----------- ----------- ----------- ------------
Net income (loss)                                          $      454  $    6,069  $   (6,069) $      454
                                                           =========== =========== =========== ============

Cash flows provided by (used in) operating activities      $    8,612  $   (2,378)  $       -  $    6,234
Cash flows provided by (used in) investing activities          (4,860)       (430)          -      (5,290)
Cash flows provided by (used in) financing activities             551           -           -         551
                                                           ----------- ----------- ----------- ------------
Increase (decrease) in cash and cash equivalents                4,303      (2,808)          -       1,495
Cash and cash equivalents at beginning of period                  369         548           -         917
                                                           ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period                 $    4,672  $   (2,260) $        -  $    2,412
                                                           =========== =========== =========== ============

Six months ended June 30, 2002
Operating revenues                                         $    5,179  $    6,158  $   (1,036) $   10,301
Operating expenses                                              8,015       5,155           -      13,170
                                                           ----------- ----------- ----------- ------------
Operating income (loss)                                        (2,836)      1,003      (1,036)     (2,869)
Other income (expense)                                         (5,090)          6           -      (5,084)
                                                           ----------- ----------- ----------- ------------
Income (loss) before income taxes                              (7,926)      1,009      (1,036)     (7,953)
Income taxes                                                   (2,973)        (27)          -      (3,000)
                                                           ----------- ----------- ----------- ------------
Net income (loss)                                          $   (4,953) $    1,036  $   (1,036) $   (4,953)
                                                           =========== =========== =========== ============

Cash flows provided by (used in) operating activities      $   (9,179) $     (772) $        -  $   (9,951)
Cash flows provided by (used in) investing activities           3,802        (910)          -       2,892
Cash flows provided by (used in) financing activities          (1,578)         (7)          -      (1,585)
                                                           ----------- ----------- ----------- ------------
Increase (decrease) in cash and cash equivalents               (6,955)     (1,689)          -      (8,644)
Cash and cash equivalents at beginning of period               18,575       1,299           -      19,874
                                                           ----------- ----------- ----------- ------------
Cash and cash equivalents at end of period                 $   11,620  $     (390) $        -  $   11,230
                                                           =========== =========== =========== ============
</TABLE>

The  Company has not  allocated  any  portion of its  long-term  debt or related
accounts,  including accrued interest payable,  unamortized debt issue costs and
unamortized issue discount to its subsidiaries. In addition, the Company has not
allocated general and administrative expenses,  interest charges or income taxes
to its subsidiaries.  Accordingly, the above condensed consolidating information
is not intended to present the Company's subsidiaries on a stand-alone basis.

6.   Comprehensive Loss

Components of comprehensive loss for the six-month period are as follows:

<TABLE>
<CAPTION>
                                                                        Three months ended                Six months ended
                                                                              June 30,                        June 30,
                                                                   ---------------------------     -------------------------------
                                                                         2001         2002               2001            2002
                                                                         ----         ----               ----            ----
<S>                                                                 <C>            <C>            <C>              <C>
   Net income (loss)                                                  $   (767)    $  (2,521)     $     454        $   (4,953)
      Other comprehensive loss, net of tax:
           Transition adjustment upon adoption of SFAS No. 133 at
           January 1, 2001                                                   -             -           (4,596)               -
      Reclassification adjustments - contract settlements                  596             -            2,008                -
      Change in the value of derivative contracts                        1,022             -            2,752                -
                                                                      --------     ---------       ----------        ----------
      Comprehensive income (loss)                                     $    851     $  (2,521)      $      618        $   (4,953)
                                                                      ========     =========       ==========        ==========

</TABLE>

7.   Derivative Contracts

At June 30, 2002, the Company had purchased put options through November 2002 on
444,000 MMbtu of natural gas which establish an average floor price of $3.12 per
MMbtu.  In addition,  the Company had sold call options  through October 2002 on
103,000 MMbtu which establish an average  ceiling price of $3.72 per MMbtu.  The
Company has not elected to treat these contracts as hedges of future  production
under SFAS 133. The fair value of the  derivatives  was  immaterial  at June 30,
2002.

8.   Contingencies

In 1996, the Company's  predecessor  sold a natural gas and oil property located
in Louisiana state waters in Plaquemines  Parish.  The property included several
uneconomical  wells for which the Company estimated the plugging and abandonment
(P&A) obligation to be approximately $1,020,000. The purchaser provided a letter
of credit and a bond totaling $420,000 to ensure funding of a portion of the P&A
obligation.  The P&A  obligation  would  revert to the  Company in the event the
purchaser  does not  complete  the  required  P&A  activities.  As a result,  in
connection  with the sale,  the  Company  recorded  a  contingent  liability  of
$600,000, which is included in the accompanying consolidated balance sheets.


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

General

We are an independent  natural gas and oil company  engaged in the  acquisition,
exploration and development of natural gas and oil properties and the production
of natural gas and oil. Our natural gas and oil properties are located primarily
in the Permian  Basin of west Texas and New Mexico,  and on-shore  Louisiana and
Mississippi.  We also  operate a natural  gas and oil  pipeline  and salt  water
disposal system in Oklahoma.

Historically,  we have added reserves  mainly through  acquisitions of producing
properties and the further  development and  exploitation  of these  properties.
Beginning in 1999, we initiated an emphasis on exploration activities, including
the  acquisition  of 2-D and 3-D seismic  data and the  internal  generation  of
exploratory  prospects.  We continue to generate exploratory  prospects with our
in-house  exploration staff and evaluate exploratory  opportunities  proposed by
third parties.  We intend to continue  pursuing  attractive  natural gas and oil
acquisitions,  as  well  as  development  activities  and  exploratory  drilling
opportunities.  Any  future  acquisitions  or  major  development  will  require
additional  financing  which will be dependent upon financing  arrangements,  if
any, available at the time.

Effective  December  1, 2001,  we sold 86 Bcfe of our proved  reserves to Carmen
Acquisition  Corp.,  an affiliate of Chesapeake  Energy  Corporation,  for $76.0
million  in a  combination  of cash and the  surrender  of  approximately  $11.1
million  principal  amount of our outstanding 11-1/2% senior notes.  The natural
gas  reserves  that we sold  included  certain  reserves  that were subject to a
volumetric  production  payment in favor of Duke Energy.  All our obligations to
Duke Energy  under the  volumetric  production  payment  were  assumed by Carmen
Acquisition.  We used a portion of the net proceeds from the sale to fully repay
our senior secured credit facility.

Critical Accounting Policies

Our revenue,  profitability  and cash flow are directly  impacted by  prevailing
prices  for  natural  gas  and oil and the  volumes  of  natural  gas and oil we
produce.  In addition,  our proved reserves and the rates of our natural gas and
oil  production  will decline as natural gas and oil are produced  unless we are
successful in acquiring additional producing properties or conducting successful
exploration  and development  drilling  activities.  We follow the  entitlements
method of accounting for natural gas and oil sales.

We periodically  utilize various hedging strategies to manage the price received
for a portion of our future  natural gas and oil  production.  These  strategies
customarily involve contracts for specified monthly volumes at prices determined
with  reference  to the  natural gas futures  market or swap  arrangements  that
establish  an  index-related  price above  which we pay the hedging  partner and
below  which we are paid by the hedging  partner.  These  contracts  allow us to
predict with greater  certainty the  effective  natural gas and oil prices to be
received for our  production and benefit us when market prices are less than the
fixed  prices  under our hedging  contracts.  However,  we will not benefit from
market  prices that are higher than the fixed prices in these  contracts for our
hedged production. At June 30, 2002 we had put options in place through November
2002 on 444,000  MMbtu of natural gas which  establish an average floor price of
$3.12 per MMbtu.  We also had call  options  in place  through  October  2002 on
153,000 MMbtu of natural gas which  establish an average  ceiling price of $3.72
per MMbtu. At June 30, 2002 none of these contracts were "in the money."

We use the full cost method of accounting  for our investment in natural gas and
oil  properties.  Under the full cost method of accounting,  all of our costs of
acquisition,  exploration  and  development  of natural gas and oil reserves are
capitalized into a "full cost pool" as incurred,  and costs included 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 natural gas and oil prices that
are not offset by other factors  could result in a writedown  for  impairment of
the  carrying  value of our natural gas and oil  properties.  Once  incurred,  a
writedown of natural gas and oil  properties is not  reversible at a later date,
even  if our  quantity  estimates  or  natural  gas or oil  prices  subsequently
increase.


Results of Operations

     Three  Months  Ended June 30, 2002  Compared to Three Months Ended June 30,
     2001

     Operating  Revenues.  Our operating revenues decreased by $6.0 million,  or
51%,  for the three  months  ended June 30,  2002,  compared to the year earlier
period.  The  following  table  summarizes  our natural  gas and oil  production
volumes,  average sales prices and period to period  comparisons,  including the
effect on our operating revenues, for the periods indicated:

<TABLE>
<CAPTION>
                                       Three Months Ended
                                             June 30,
                                    --------------------------      % Increase
                                       2001         2002            (Decrease)
                                    ------------  ------------      -----------
<S>                                 <C>           <C>               <C>
     Natural gas and oil sales......     $7,403        $1,789         (77.8)
        (in thousands)
     Production volumes:
        Natural gas (MMcf)..........      1,664           374         (77.5)
        Oil (Mbls)..................         74            35         (53.4)
     Average sales prices:
        Natural gas (per Mcf).......      $3.34         $2.50         (25.1)
        Oil (per Bbl)...............     $24.81        $24.66         ( 0.6)
</TABLE>

     Natural gas and oil sales.  Our natural gas and oil revenues  were lower in
the second  quarter of 2002 as compared to the second quarter of 2001 with a 72%
decrease in production due, primarily,  to our sale of proved reserves to Carmen
Acquisition  Corp. in December 2001 and a 12% decrease in realized prices,  both
on an Mcfe  basis.  Our  average  daily  production  was 6.4 MMcfe in the second
quarter of 2002  compared  to 23.2 MMcfe  during the second  quarter of 2001,  a
decrease of 72%.  For the second  quarter of 2002,  our  natural gas  production
decreased by 78% and oil production decreased 53% compared to the second quarter
of 2001. Our average  realized sales price for natural gas was $2.50 per Mcf for
the quarter  ended June 30, 2002,  a decrease of 25%,  compared to $3.34 per Mcf
for the same  quarter in 2001.  Our average  realized  oil price for the quarter
ended June 30, 2002 was $24.66 per Bbl, a 1% decrease compared to $24.81 per Bbl
for the quarter ended June 30, 2001.

     Natural Gas and Oil  Production  Taxes.  Our natural gas and oil production
taxes for the quarter ended June 30, 2002 were $198,000, a decrease of $449,000,
or 69%,  from  $647,000  for the  second  quarter  ended  June  30,  2001.  As a
percentage of wellhead prices  received,  our production  taxes were 11% for the
second quarter of 2002 compared to 9% for the second quarter of 2001.

     Natural Gas and Oil Production Expense.  Our natural gas and oil production
expense  for the  quarter  ended  June 30,  2002 was  $843,000,  a  decrease  of
$833,000,  or 50%,  from the $1.7 million for the second  quarter ended June 30,
2001.  Our  natural  gas and oil  production  expense was $1.45 per Mcfe for the
second  quarter of 2002,  an increase of $0.65 per Mcfe,  or 82%, from the $0.80
per Mcfe  incurred for the second  quarter of 2001.  This  increase was due to a
higher  percentage of higher-cost oil properties in the 2002 quarter compared to
the quarter of the previous year.

     Pipeline System. Our pipeline system revenue was $3.9 million for the three
months ended June 2002, a decrease of $0.4 million,  or 9%, compared to the $4.3
million for the three  months ended June 2001.  By contract we are  obligated to
deliver 10,000 Mmbtu's per day to Miami Valley  Resources.  We purchase  natural
gas from wells connected to our system to satisfy our obligation to Miami Valley
Resources.  In addition,  we purchase and re-sell oil and dispose of  saltwater.
Our  purchases  and  system  operating  costs were $3.5  million  for the second
quarter of 2002, and our pipeline system operating margin was $0.4 million.  For
the three  months ended June 2001  purchases  from third  parties and  operating
costs  totaled $3.4 million and our pipeline  system  operating  margin was $0.8
million.

     Amortization  and Depreciation  Expense.  Our amortization and depreciation
expense of $1.4 million for the second  quarter of 2002  decreased $1.1 million,
or 46%,  compared to the $2.5 million for the same period in 2001. This decrease
was due,  primarily,  to lower production  during the current quarter.  On a per
unit of production  basis, our  amortization and depreciation  expense was $2.34
per Mcfe for the 2002 quarter, an increase of 98% compared to the $1.19 per Mcfe
for the 2001 quarter.  This increase per Mcfe is due to the approximate $500,000
of straight-line depreciation of our pipeline system in both periods.

     General & Administrative  Expense.  For the quarter ended June 30, 2002 our
general and administrative expense was $1.2 million, an increase of $195,000, or
19%,  as compared  with $1.0  million for the 2001  period.  This  increase is a
result of the loss of overhead reimbursements from third parties (a reduction of
this expense item) associated with the properties we sold effective  December 1,
2001.

     Interest  Expense.  Our interest expense  decreased by $1.0 million to $2.7
million for the three  months  ended June 30, 2002  compared to $3.7 million for
the comparable  period of 2001. This decrease was  attributable to lower average
outstanding balances during the 2002 period.

     Income  Taxes.  In  connection  with an  acquisition  in 1998,  we 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.  We record a tax  benefit for losses to the extent we have
deferred tax liabilities, principally related to this acquisition.

     Net Loss.  Due to the factors  described  above,  we realized a net loss of
$2.5  million  for the  second  quarter of 2002  compared  to a net loss of $0.8
million for the second quarter of 2001.

     Six Months Ended June 30, 2002 Compared to Six Months Ended June 30, 2001

     Operating  Revenues.  Our operating revenues decreased by $17.2 million, or
63%,  for the six  months  ended June 30,  2002,  compared  to the year  earlier
period.  The  following  table  summarizes  our natural gas and oil  production,
average sales prices and period to period  comparisons,  including the effect on
our operating revenues, for the periods indicated:

<TABLE>
<CAPTION>
                                          Six Months Ended
                                              June 30,
                                      -------------------------   % Increase
                                          2001         2002       (Decrease)
                                      -----------  ------------   -----------
<S>                                   <C>            <C>          <C>
      Natural gas and oil sales.......   $17,185        $3,769       (78.1)
         (in thousands)
      Production volumes:
         Natural gas (MMcf)...........     3,206           862       (73.1)
         Oil (Mbls)...................       142            77       (45.5)
      Average sales prices:
         Natural gas (per Mcf)........     $4.16         $2.40       (42.3)
         Oil (per Bbl)................    $27.02        $21.97       (18.7)
</TABLE>

     Natural gas and oil sales.  Our natural gas and oil revenues  were lower in
the first  six  months of 2002  compared  to the same  period of 2001 with a 67%
decrease in production due, primarily,  to our sale of proved reserves to Carmen
Acquisition  Corp. in December 2001 and a 33% decrease in realized prices,  both
on an Mcfe basis.  Our average daily  production  was 7.3 MMcfe in the first six
months of 2002 compared to 22.3 MMcfe during the same period of 2001, a decrease
of 67%. For the first half of 2002 our natural gas  production  decreased by 73%
and oil production decreased 46% compared to the first half of 2001. The average
realized sales price for our natural gas was $2.40 per Mcf for the first half of
2002,  compared to $4.16 per Mcf for the same period in 2001, a decrease of 42%.
Our average realized oil price for the six months ended June 30, 2002 was $21.97
per Bbl and for the six  months  ended  June 30,  2001 was $27.02 per Bbl, a 19%
decrease.

     Natural Gas and Oil  Production  Taxes.  Our natural gas and oil production
taxes for the  first  six  months of 2002  were  $465,000,  a  decrease  of $1.1
million,  or 71%,  from the $1.6 million for the first six months of 2001.  As a
percentage of wellhead prices  received,  our production  taxes were 12% for the
first six months of 2002 compared to 9% for the first six months of 2001.

     Natural Gas and Oil Production Expense.  Our natural gas and oil production
expense for the first half of 2002 was $1.5  million,  decrease of $1.5 million,
or 51%,  from the $3.0 million for the same period in 2001.  Our natural gas and
oil  production  expense  was  $1.10  per Mcfe for the  first  half of 2002,  an
increase of $0.37 per Mcfe,  or 50%,  from the $0.73 per Mcfe  incurred  for the
first half of 2001. This increase was due to a higher  percentage of higher-cost
oil  properties  in the 2002 period  compared to the first half of the  previous
year.

     Pipeline  System.  Our pipeline system revenue was $6.4 million for the six
months ended June 2002, a decrease of $3.8 million,  or 37%, compared to the six
months ended June 2001. By contract we are obligated to deliver  10,000  Mmbtu's
per day to Miami Valley Resources.  We purchase natural gas from wells connected
to our system to satisfy  that our  obligation  to Miami  Valley  Resources.  In
addition,  we purchase and re-sell oil and dispose of  saltwater.  Our purchases
and system operating costs were $5.7 million for the first half of 2002, and our
pipeline system  operating  margin was $0.7 million.  For the first half of 2001
our purchases  from third  parties and operating  costs totaled $8.0 million and
our pipeline system operating margin was $2.2 million.

     Amortization  and Depreciation  Expense.  Our amortization and depreciation
expense of $2.7 million for the first half of 2002  decreased  $2.2 million,  or
45%,  compared to $4.9  million  for the same period in 2001,  and was $2.06 per
Mcfe the six months  ended June 30, 2002  compared to $1.22 per Mcfe for the six
months ended June 30, 2001.  This  increase per Mcfe was due to the  approximate
$1.0  million  of  straight-line  depreciation  of our  pipeline  system in both
periods.

     Provision for Doubtful Receivable.  During April 2002, we settled a lawsuit
for which we are entitled to be indemnified by, among others,  the former owners
of Carlton Resources. Those owners have not yet paid their share of billings for
legal  representation,  nor their share of the settlement which totals $450,000.
We have  recorded a  receivable  from the former  owners,  and a  provision  for
doubtful receivable for their share of all costs associated with the litigation.
We intend to pursue all legal remedies in collecting this amount,  and should we
prevail,  wholly or  partially,  such  amount will be recorded in income at that
time.

     General & Administrative  Expense.  For the six months ended June 30, 2002,
our  general  and  administrative  expense  was $2.3  million,  an  increase  of
$388,000,  or 20%,  compared to the $2.0 million incurred for the same period in
2001.  This  increase  is a result of the loss of overhead  reimbursements  from
third parties (a reduction of this expense item)  associated with the properties
we sold effective December 1, 2001.

     Interest  Expense.  Our interest expense  decreased by $2.1 million to $5.3
million for the six months ended June 30, 2002  compared to $7.3 million for the
comparable period of 2001. This decrease during the 2002 period was attributable
to lower average outstanding indebtedness.

     Income  Taxes.  In  connection  with an  acquisition  in 1998,  we 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.  We record a tax  benefit for losses to the extent we have
deferred tax liabilities, principally related to this acquisition.

     Net Loss.  Due to the factors  described  above,  we realized a net loss of
$5.0  million for the six months  ended June 30, 2002  compared to net income of
$454,000 in the first half of 2001.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting   principles   requires  that  our  management   make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of contingent  assets and liabilities at the date of the consolidated
financial  statements and the reported  amounts of revenues and expenses  during
the reporting period. Actual results could differ from those estimates.

Liquidity and Capital Resources

As of June 30, 2002, we had cash and cash  equivalents  of $11.2 million and, in
conjunction  with  our  sale  of  natural  gas  and  oil  properties  to  Carmen
Acquisition previously discussed, $0.4 million in an escrow account.

As of June 30, 2002, we had $91.1 million ($91.9 million  excluding the original
issue  discount)  of  indebtedness  outstanding  evidenced by our 11-1/2% senior
notes issued in February  1998.  Under the terms of the indenture  governing our
outstanding 11-1/2% senior notes,  we currently may incur up to $30.0 million in
permitted  indebtedness in addition to the  indebtedness  outstanding  under our
senior notes.

Historically,  we have funded our business  activities  with operating cash flow
and  reserve-based  bank borrowings.  From time to time we engage in discussions
relating  to  potential  acquisitions  of  natural  gas  and oil  properties  or
companies  engaged in the  natural  gas and oil  business.  On April 12, 2002 we
acquired additional  interests in properties in which we already owned interests
for $1.3 million, effective January 1, 2002. Any future acquisitions may require
that  we  obtain   additional   financing   that  will  depend  upon   financing
arrangements, if any, available at the time.

Sale to  Carmen  Acquisition.  Effective  December  1,  2001,  we sold to Carmen
Acquisition  Corp., a subsidiary of Chesapeake  Energy  Corporation,  all of our
producing and  non-producing  oil and gas  properties  located in 17 counties in
Oklahoma,  Texas and New Mexico.  The base purchase price of $76 million (before
customary closing and post-closing  adjustments) was paid 85% in cash and 15% by
the  surrender of  approximately  $11.1  principal  amount of our 11-1/2% senior
notes valued at par. The sale included  approximately 86 Bcfe of proved reserves
as of December 1, 2001, including approximately 27 Bcfe of undeveloped reserves.

     We used the net proceeds of our sale to Carmen  Acquisition  to fully repay
our senior  secured credit  facility with Foothill  Capital  Corporation  and to
obtain a release of all mortgages and other liens  securing  that  facility,  to
reduce our working capital deficit and to provide additional capital to fund our
exploration and development activities.

     Net Cash  Provided or Used in  Operating  Activities.  For the three months
ended June 30, 2002, net cash used by our operating  activities was $0.5 million
compared  to $2.9  million  provided  by our  operating  activities  during  the
comparable period in 2001. For the first half of 2002 net cash used by operating
activities  was $10.0  million  compared to $6.2  million  provided by operating
activities for the first half of 2001.

     Net Cash  Provided or Used in  Investing  Activities.  For the three months
ended June 30, 2002,  net cash  provided by our  investing  activities  was $1.3
million, consisting primarily of proceeds released from escrow, offset partially
by payments for natural gas and oil properties and equipment. This compares with
$2.8 million used in investing  activities  in 2001.  For the first half of 2002
net cash  provided by our  investing  activities  was $2.9  million,  consisting
primarily of proceeds  released  from escrow,  offset  partially by payments for
natural gas and oil properties and equipment. This compares to $5.3 million used
in investing  activities for the first half of 2001,  virtually all of which was
payments for natural gas and oil properties and equipment. At current prices and
without  additional  financing,  we  have  budgeted  $7.0  million  for  capital
expenditures  for the year 2002. We expect to use cash flow from  operations and
cash balances to fund these expenditures.

     Net Cash  Provided or Used in  Financing  Activities.  For the three months
ended June 30,  2002,  net cash used by our  financing  activities  was $25,000,
consisting entirely of payments on financed vehicles. For the first half of 2002
net cash used by our financing activities was $1.6 million, consisting primarily
of $1.5 million for purchase of a standby letter of credit.

Item 3.    Quantitative and Qualitative Disclosure about Market Risk

The information  included in  Quantitative  and  Qualitative  Disclosures  about
Market Risk in Item 7A of our Form 10-K for the year ended  December 31, 2001 is
incorporated  herein by reference.  This information,  includes a description of
our  potential  exposure to market  risks,  including  commodity  price risk and
interest rate risk.  As of June 30, 2002 there have been no material  changes in
our market risk exposure from that disclosed in our Form 10-K.

The  carrying  amounts  reported  in  the  balance  sheets  for  cash  and  cash
equivalents,  trade  receivables  and  payable,  installment  notes and  capital
leases,  and variable  rate  long-term  debt  approximate  their fair values The
carrying  value of our senior  notes  exceeded  their fair value at December 31,
2001 by approximately  $23.2 million and at June 30, 2002 by approximately $41.9
million based on quoted market prices.

Forward-Looking Statements

This  document  contains  forward-looking  statements  under the  meaning of the
federal  securities  laws.  All statements  other than  statements of historical
facts are based on, or express, our expectations about future events,  including
statements regarding such matters as:

     -     the drilling of wells;
     -     the development of proved undeveloped reserves;
     -     the amount, nature and timing of other capital expenditures;
     -     the timing and amount of future production;
     -     future cash flow and liquidity;
     -     future operating costs and other expenses;
     -     future natural gas and oil prices;
     -     budgets; and
     -     future property acquisitions.

There are many factors  that could cause our  forward-looking  statements  to be
incorrect, including the effect of economic conditions generally, the results of
financing  efforts,  natural gas and oil price  volatility,  market demand,  and
other  risks  normally  associated  with the  business  of  natural  gas and oil
drilling, production and marketing. Our forward-looking statements speak only as
of the date made and we make no commitment to update these statements to reflect
events or circumstances that may occur after this date.

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

Exhibit
No.                  Description of Exhibit
-------              ----------------------

3.1       Amended and Restated Certificate of Incorporation (1)

3.2       Amended and Restated Bylaws (1)

4.1       Indenture dated as of February 24, 1998 among the Company,  as issuer,
          RB  Operating  Company  and RLP Gulf  States,  L.L.C.,  as  Subsidiary
          Guarantors,  and United  States Trust  Company of New York, as trustee
          (1)

4.2       Form of 11-1/2% Senior Notes due 2008 (included in Exhibit 4.1) (1)

4.3       Supplemental   Indenture   entered  into  February  24,  1998  by  the
          Registrant,  the Subsidiary Guarantors,  the Additional Guarantors and
          United States Trust Company of New York, as Trustee (2)

10.4      RAM Energy 1998 Stock Incentive Plan* (1)

10.5      Special  Severance  Agreement by and between  William W. Talley II and
          the Company dated as of December 1, 1997* (1)

10.6      Employment Agreement by and between Larry E. Lee and the Company dated
          as of December 1, 1997* (1)

10.6.1    Amendment of Employment  Agreement by and between Larry E. Lee and the
          Company (3)

10.8      Form of the Company's Indemnity Agreement* (1)

10.17     Employment  Agreement  by and  between  William  W.  Talley II and the
          Company dated January 1, 2001 (3)

10.18     Employment and Severance Agreement by and between John M. Longmire and
          the Company dated December 1, 2000 (3)

10.19     Employment and Severance  Agreement by and between Larry G. Rampey and
          the Company dated December 1, 2000 (3)

10.20     Employment and Severance  Agreement by and between Drake N. Smiley and
          the Company dated December 1, 2000 (3)

10.21     Asset  Purchase  Agreement  among  Registrant,   Magic  Circle  Energy
          Corporation and Carmen Development Corporation, as Sellers, and Carmen
          Acquisition Corp., As Buyer, dated as of December 1, 2001 (4)

21        Subsidiaries of the Company (3)

---------------

*    Management contract or compensatory plan or arrangement.

(1)  Filed as an exhibit to the  Company's  Registration  Statement  on Form S-4
     (No. 333-42641) and incorporated by reference herein.

(2)  Filed as an exhibit to the  Company's  Current  Report on Form 8-K filed on
     March 10, 1998, as exhibit number 4.2.

(3)  Filed as an exhibit to the  Company's  Annual  Report on Form 10-K filed on
     April 2, 2001 and incorporated by reference herein.

(4)  Filed as an  exhibit  to the  Company's  Current  Report  on Form 8-K dated
     December, 2001 and incorporated by reference herein.

<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: August 14, 2002
                                           By: LARRY E. LEE
                                               Larry E. Lee
                                               President and Chief Executive
                                                 Officer

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

<PAGE>
                                  EXHIBIT INDEX

Exhibit
No.        Description of Exhibit            Method of Filing
-------    ------------------------------    ----------------

3.1        Amended and Restated              Incorporated herein by reference
           Certificate of  Incorporation


3.2        Amended and Restated              Incorporated herein by reference
           Bylaws

4.1        Indenture dated as of             Incorporated herein by reference
           February 24, 1998 among
           the Company, as issuer,
           RB Operating Company and
           RLP Gulf States, L.L.C., as
           Subsidiary Guarantors, and
           United States Trust Company
           of New York, as trustee

4.2        Form of 11-1/2% Senior            Incorporated herein by reference
           Notes due 2008

4.3        Supplemental Indenture            Incorporated herein by reference
           entered into February 24,
           1998 by the Registrant, the
           Subsidiary Guarantors, the
           Additional Guarantors and
           United States Trust Company
           of New York, as Trustee

10.4       RAM Energy 1998 Stock             Incorporated herein by reference
           Incentive Plan

10.5       Special Severance Agreement       Incorporated herein by reference
           by and between William W.
           Talley II and the Company
           dated as of December 1, 1997

10.6       Employment Agreement by and       Incorporated herein by reference
           between Larry E. Lee and
           the Company dated as of
           December 1, 1997

10.6.1     Amendment of Employment           Incorporated herein by reference
           Agreement by and between Larry E.
           Lee and the Company

10.8       Form of the Company's             Incorporated herein by reference
           Indemnity Agreement

10.17      Employment Agreement by and       Incorporated herein by reference
           between William W. Talley II and
           the Company dated January 1, 2001

10.18      Employment and Severance          Incorporated herein by reference
           Agreement by and between
           John M. Longmire and the
           Company dated December 1, 2000

10.19      Employment and Severance          Incorporated herein by reference
           Agreement by and between
           Larry G. Rampey and the
           Company dated December 1, 2000

10.20      Employment and Severance          Incorporated herein by reference
           Agreement by and between
           Drake N. Smiley and the
           Company dated December 1, 2000

10.21      Asset Purchase Agreement among    Incorporated herein by reference
           Registrant, Magic Circle Energy
           Corporation and Carmen Development
           Corporation, as Sellers, and Carmen
           Acquisition Corp., As Buyer, dated
           as of December 1, 2001

21         Subsidiaries of the Company       Incorporated herein by reference