UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q  
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the quarterly period ended        March 31, 1999
  
Commission File Number     333-42641
  
                 RAM Energy, Inc.
(Exact name of registrant as specified in its charter.)  
  
           Delaware                   52-1535102
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
5100 East Skelly Drive, Suite 650
        Tulsa, Oklahoma                       74135
(Address of principal executive offices)    (Zip Code)  
  
Registrant's telephone number, including area code:  
                (918) 632-0620
  
     Indicate by check mark whether the registrant(1) has filed 
all reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to 
file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.  
  
                         YES [X]        NO [ ]  
  
     Indicate the number of shares outstanding of each of the 
issuer's classes of common stock, as of the latest practical 
date:  
  
     2,727,000 shares of common stock issued and outstanding
 
<PAGE>  

                               FORM 10-Q
                            TABLE OF CONTENTS
	
                                                                       Page

PART I.	FINANCIAL INFORMATION

 Balance Sheets - December 31, 1998 and March 31, 1999 (unaudited)
 Statements of Operations - Three months ended March 31, 1998 and 
     1999 (unaudited)
 Statements of Cash Flows - Three months ended March 31, 1998 and 
     1999 (unaudited)
 Notes to Financial Statements (unaudited)
 Management's Discussion and Analysis of Financial Condition and 
     Results of Operations

PART II. OTHER INFORMATION
 Other Information
 Exhibits and Reports on Form 8-K

SIGNATURES
<PAGE>

<TABLE>
                          RAM Energy, Inc.

                     Consolidated Balance Sheets
                       (Dollars in Thousands)
<CAPTION>
                                                 December 31,      March 31,
                                                     1998            1999
                                                 ------------     -----------
                                                                  (Unaudited)
<S>                                              <C>              <C>
Assets
Current assets:
  Cash and cash equivalents                      $   8,603        $   1,093
Accounts receivable:
  Oil and gas sales                                  3,387            3,660
  Joint interest operations, net of 
   allowance for doubtful accounts of $358 
   in 1998 and $363 in 1999                          2,117            1,192
  Related parties                                      147              130
  Other                                                115               37
Prepaid expenses and deposits                          431              483
                                                 ---------        ---------
Total current assets                                14,800            6,595

Properties and equipment, at cost:
  Oil and gas properties and equipment, based 
   on full cost accounting                         119,697          119,975
  Gathering and disposal systems                    39,184           39,403
  Other property and equipment                       3,781            3,753
                                                 ---------        ---------
                                                   162,662          163,131
  Less accumulated amortization and depreciation    28,388           31,380
                                                 ---------        ---------
Net properties and equipment                       134,274          131,751

Investment in RVC Energy, Inc. (Note 3)              1,307              931

Other assets:
  Deferred loan costs, net of accumulated 
   amortization of $715 in 1998 and $797 in 1999       955              873
  Deferred offering costs, net of accumulated 
   amortization of $395 in 1998 and $512 in 1999     4,307            4,189
  Other                                                808              806
                                                 ---------        ---------
Total assets                                     $ 156,451        $ 145,145
                                                 =========        =========

Liabilities and stockholders' deficiency
Current liabilities:
  Accounts payable:
    Trade                                        $   6,230        $   3,109
    Oil and gas proceeds due others                  4,378            3,823
    Related party                                      826                -
  Accrued liabilities:
    Compensation                                       320              113
    Interest                                         4,942            1,860
    Other                                               65               54
  Long-term debt due within one year                   109              109
                                                 ---------        ---------
Total current liabilities                           16,870            9,068

Gas balancing liability not expected to be 
  settled within one year                              735              735
Long-term debt due after one year                  131,630          131,615
Deferred income taxes                               17,056           15,756
Commitments and contingencies                          600              600

Stockholders' deficiency:
  Preferred stock, $.01 par value; authorized-
   5,000,000 shares; none issued                         -                -
  Common stock, $.01 par value; authorized-
   15,000,000 shares; issued and outstanding-
   2,727,000 shares                                     27               27
  Paid-in capital                                       16               16
  Accumulated deficit                              (10,483)         (12,672)
                                                 ---------        ---------
Stockholders' deficiency                           (10,440)         (12,629)
                                                 ---------        ---------
Total liabilities and stockholders' deficiency   $ 156,451        $ 145,145
                                                 =========        =========
</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
                                                         March 31,
                                                 ------------------------
                                                  1998              1999
                                                 ------            ------
<S>                                             <C>               <C>  
Operating revenues:
  Oil an gas sales                              $ 6,095           $ 6,113
  Gathering systems                                 666             1,670
  Other                                              60               187
                                                -------           -------
Total operating revenues                          6,821             7,970

Operating expenses:
  Oil and gas production expenses                 1,843             1,867
  Gathering system purchases                        447             1,159
  Gathering system operations                        37                97
  Amortization and depreciation                   2,654             3,284
  General and administrative, overhead and 
   other expenses, net of operator's 
   overhead fees to unrelated interests           1,109             1,113
                                                -------           -------
Total operating expenses                          6,090             7,520
                                                -------           -------
Operating income                                    731               450

Other income (expense):
  Interest expense                               (2,382)           (3,641)
  Interest income                                    67                78
  Equity in loss of RVC Energy, Inc. (Note 3)         -              (376)
                                                -------           -------
Loss before income taxes                         (1,584)           (3,489)

Income taxes                                       (504)           (1,300)
                                                -------           -------
Net loss                                        $(1,080)          $(2,189)
                                                =======           =======

Net loss per share-basic and diluted              $(.40)            $(.80)
                                                =======           =======

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

See accompanying notes.
<PAGE>

<TABLE>
                             RAM Energy, Inc.

                   Consolidated Statements of Cash Flows
                         (Dollars in Thousands)
                               (Unaudited)
<CAPTION>
                                                  Three months ended
                                                       March 31,
                                                  1998           1999
                                                ----------     ----------
<S>                                             <C>            <C>
Cash flows from operating activities
Net loss                                        $  (1,080)     $  (2,189)
Adjustments to reconcile net loss to net cash 
 provided (used) by operating activities:
  Equity in net loss of RVC Energy, Inc.                -            376
  Provision for doubtful accounts receivable 
   and other                                            -              8
  Amortization of Senior Notes discount included 
   in interest expense                                  -             39
  Amortization and depreciation:
   Oil and gas properties and equipment             2,339          2,552
   Gathering and disposal systems                     163            488
   Senior Notes fees                                    -            118
   Credit facility fees                                84             82
   Other property and equipment                        68             44
  Deferred income taxes                              (504)        (1,300)
  Cash provided (used) by changes in operating 
   assets and liabilities:
   Prepaid expenses and deposits                       64            (53)
   Accounts receivable                                572            739
   Accounts payable                                (1,384)        (4,645)
   Accrued liabilities and other                      661         (3,300)
   Gas balancing liability                            (90)           145
                                                ---------      ---------
Total adjustments                                   1,973         (4,707)
                                                ---------      ---------
Net cash provided (used) by operating activities      893         (6,896)

Cash flows from investing activities
Payments for acquisition of Carlton Resources 
 Corporation (net of cash acquired) (Note 2)      (42,600)             -
Payments for oil and gas properties and equipment  (3,585)          (378)
Proceeds from sales of oil and gas properties 
 and equipment                                         17             30
Payments for other property and equipment            (167)           (11)
Proceeds from sales of other property and 
 equipment                                              -             18
Payments for gathering and disposal systems             -           (219)
Proceeds from sales of other assets                    53              -
                                                ---------      ---------
Net cash used by investing activities             (46,282)          (560)

Cash flows from financing activities
Proceeds from Senior Notes Offering, net of 
 discount                                         113,328              -
Payments of deferred offering costs                (4,416)             -
Principal payments on other long-term debt        (62,000)           (54)
Proceeds from borrowings on other long-term debt   10,079              -
Payments for Preferred Stock Redemption            (1,474)             -
Payments for loan origination fees                    (28)             -
                                                ---------      ---------
Net cash provided (used) by financing activities   55,489            (54)
                                                ---------      ---------
Increase (decrease) in cash and cash equivalents   10,100         (7,510)

Cash and cash equivalents at beginning of period    1,248          8,603
                                                ---------      ---------
Cash and cash equivalents at end of period      $  11,348      $   1,093
                                                =========      =========
</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 results of operations and cash flows of RAM Energy, Inc. for the 
three-month periods ended March 31, 1998 and 1999. These 
financial statements include all adjustments, consisting of 
normal and recurring adjustments, which, in the opinion of 
management, were necessary for a fair presentation of the 
financial position and the results of operations for the 
indicated periods.  The results of operations for the three 
months ended March 31, 1999 are not necessarily indicative of the 
results to be expected for the full year ending December 31, 
1999. Certain reclassifications have been made to the prior 
period statements to conform with current year presentation. 
Reference is made to the Company's Annual Report on Form 10-K for 
the year ended December 31, 1998 for an expanded discussion of 
the Company's financial disclosures and accounting policies.

Nature of Operations and Organization

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

Principles of Consolidation

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

2. Business Acquisition

On February 24, 1998, the Company acquired Carlton Resources 
Corporation ("Carlton") in a stock acquisition accounted for as a 
purchase, for approximately $41.6 million (after defined working 
capital adjustments of $1 million). The operations of Carlton are 
included in the accompanying financial statements since March 1, 
1998. The allocation of the purchase price to the assets and 
liabilities acquired was as follows (in thousands):

Properties and equipment:
  Oil and gas properties                 $24,000
  Pipeline gathering systems              39,000
                                         -------
                                          63,000

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

The following unaudited pro forma data presents the results of 
operations of the Company for the three months ended March 31, 1998, 
as if the acquisition had occurred on January 1, 1998. The pro forma 
results of operations are presented for comparative purposes only 
and are not necessarily indicative of the results which would 
have been obtained had the acquisition been consummated as 
presented. The following data reflect pro forma adjustments to 
include the operating activity of Carlton adjusted to reflect the 
Company's adjusted basis since acquisition and additional 
interest related to the acquisition (in thousands, except per share). 

Operating revenues                     $ 9,043
                                       =======
Net loss                               $(1,655)
                                       =======
Net loss per common share               $(.61)
                                       =======

3. Equity Investee-RVC Energy, Inc.

In August 1998, the Company acquired 49.5% of the voting common 
stock and all of the nonvoting common stock of RVC Energy, Inc. 
("RVC"). RVC is an unrestricted affiliate of the Company and is 
accounted for under the equity method of accounting. Summarized 
income statement information for RVC for the three months ended 
March 31, 1999 is as follows (in thousands):

Operating revenues                     	$1,934
                                        ======
Operating loss                          $ (416)
                                        ======
Net loss                                $ (760)
                                        ======

4. 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 interest 
rate swap agreements at December 31, 1998 and March 31, 1999 
exceeded the fair value by approximately $419,000 and $600,000, 
respectively, representing the amount the Company would be 
required to pay to terminate the contracts at such date. The 
carrying value of the Senior Notes exceeded the fair value at 
December 31, 1998 and March 31, 1999 by approximately $37.4 
million and $43.2 million, respectively, based on quoted market prices.

5. Contingencies

In November 1995, the Company's predecessor entered into a letter 
of intent to sell an oil and gas property located in Louisiana 
state waters in Plaquemines Parish. The sale was completed in 
early 1996. The property included several currently uneconomical 
wells for which the Company estimates the plugging and 
abandonment ("P&A") obligation is 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, the Company has recorded a contingent liability of 
$600,000, which is included in the accompanying consolidated 
balance sheets.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS

General

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

Historically the Company has added reserves mainly through
acquisitions and development.  The Company intends to continue to
pursue attractive oil and gas acquisitions and exploratory
opportunities.

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

In late February 1998, the Company acquired Carlton Resources
Corporation ("Carlton" or the "Carlton Acquisition"), in an
acquisition of stock accounted for as a purchase, for
approximately $41.6 million, net of working capital adjustments. 
With the acquisition of Carlton, the Company acquired  reserves
located in the Mid-Continent Area and Permian Basin, as well as
an oil and gas gathering system and salt water disposal facility
located in Oklahoma.  The results of operations discussed below
include the operations of Carlton, on a consolidated basis, since
March 1998.
                                                         
The 169-mile gathering system transports gas in one
transportation line and liquids in the form of salt water and oil
in a separate transportation line.  Fees are based on various
contracts at both fixed prices per unit of volume, and percentage
of sales proceeds for gas.  The system serves both the Company
and third parties, but reported revenues are those derived from
third parties only.  

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

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

Concurrent with the Ricks Acquisition, RAM invested $2.0 million
in RVC, in exchange for 49.5% of RVC's voting common stock and
certain shares of non-voting common stock.  RVC is an
unrestricted affiliate of RAM and is accounted for under the
equity method.

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

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

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

The Company has entered  into hedging arrangements  for natural
gas production from April, 1999 through March 2000 on 5,790,000
Mmbtu that provide an average floor of $2.106 per Mmbtu.

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

Results of Operations

  Three Months Ended March 31, 1999 Compared to Three Months
Ended March 31, 1998

Operating Revenues.  Operating revenues were $8.0 million for the
quarter ended March 31, 1999, representing an increase of 
$1,149,000, or 16.8% over the year earlier period.  Results for
the three month period in 1998 include only one month of
operations of Carlton.  The following table summarizes oil and
gas production volumes, average sales prices and period to period
comparisons, including the effect on operating revenues, for the
periods indicated:

<TABLE>
<CAPTION>
                       Three Months Ended         1999 Compared to 1998
                            March 31,       --------------------------------
                       ------------------   % Increase     Operating Revenue
                          1998     1999     (Decrease)     Increase(Decrease)
                         ------   ------    ----------     ------------------
                                                         (Dollars in thousands)
<S>                      <C>      <C>         <C>               <C>
Production volumes:
  Natural gas (Mmcf)     1,870    2,087        11.6             $ 511
  Oil (Mbbls)              126      106       (15.9)             (267)
Average sales price:
  Natural gas (per Mcf)  $2.36    $2.39         1.3                63
  Oil (per Bbl)          13.37    10.62       (20.6)             (291)
</TABLE>

Oil and gas revenues were slightly higher in the first quarter of
1999 as compared to the first quarter of 1998 with a  3.7%
increase in production, offset by a  3.0% decrease in realized
prices, both on an Mcfe basis.  Average daily production was 30.2
Mmcfe in the first quarter of 1999 compared to 29.2 Mmcfe during
the first quarter of 1998, an increase of 3.7%.  Total natural
gas production increased by 11.6% and oil production decreased
15.9% for the comparable periods.  The average realized sales
price for natural gas was $2.39 Mcf for the quarter ended March
31, 1999, compared to $2.36 per Mcf  for the year-ago quarter, an
increase of 1.3%.  The average realized oil price for the quarter
ended March 31, 1999 was $10.62 per Bbl, and for the quarter
ended March 31, 1998 was  $13.37 per Bbl, a 20.6% decrease.  The
increase in natural gas production was mainly attributable to the
Carlton Acquisition and the effects of the successful drilling
program in 1998, off-set by the natural decline of the Company's
properties. 

Oil and Gas Production Expense.  Oil and gas production expense
increased by $24,000, or 1.3%, for the three months ended March
31, 1999, compared to the same period  in 1998.   The oil and gas
production expense was $.69 per Mcfe for the first three months
of 1999, a decrease from $.70 per Mcfe in the first three months
of 1998.  The net increase in oil and gas production expense was
due primarily to the addition of Carlton's operations, offset by
decreases in expense of the Company's base properties resulting
from sales of properties in late 1998 which had high operating
expenses.

Gathering System.  The gathering system is a component of
Carlton's operations.  Revenues from this source were $666,000
for the month of March 1998 and were $1,670,000 for the three
months ended March 31, 1999.  Carlton is obligated to deliver
10,000 Mmbtu's daily at the tail-gate of the system, and
purchases outside gas to satisfy that obligation. Outside
purchases were $447,000 for the month of March 1998 and system
operating costs were $37,000, whereas for the three months ended
March 31, 1999 the outside purchases totaled  $1,159,000 and
system operating costs were $97,000. 
                                   
Depreciation and Amortization ("D&A") Expense.    Depreciation
and amortization expenses were $3.3 million, representing an
increase of $630,000, or 24% for the first three months of 1999
over the same period in 1998, and was $1.21 per Mcfe for the 1999
quarter, an increase of $.20, or 19.4% compared to the $1.01 per
Mcfe for the 1998 quarter.  This increase is due primarily to the
inclusion of Carlton's operations with a higher purchase price
per Mcfe than the Company's cost basis prior to the acquisition,
as well as the depreciation of Carlton's gathering system.  For
oil and gas D&A only, the results were $.94 per Mcfe for the 1999
quarter compared with $.89 per Mcfe for the 1998 quarter
(including one month of Carlton's  production), a 5.2% increase.

G & A Expense.    General and administrative expense was
virtually unchanged  in the first three months of 1999 over the
same period of 1998. 

Interest Expense.  Interest expense increased to $3.6 million for
the three months ended March 31, 1999 compared to $2.4 million
for the comparable  period of the preceding year.  This increase
was attributable to higher average outstanding indebtedness and
higher effective interest rates.

Income Taxes.  In connection with the Carlton Acquisition, the
Company recorded deferred income taxes related to the excess of
financial bases of net assets acquired (principally properties
and equipment) over their respective bases for income tax
purposes.  Such net liability results in the Company providing
for income taxes or credits after the date of the Carlton Acquisition.
  
Net Loss.   Due to the factors described above, net loss
increased $1,109,000, or 103%, from a net loss of $1,080,000 in
the first three months of 1998, to a net loss of $2,189,000 in
the same period of 1999.

Liquidity and Capital Resources

As of March 31, 1999 the Company had cash and cash equivalents of
$1.1 million.

As of March 31, 1999 the Company had $133.0 million ($131.8
million after giving effect to applicable original issue
discount) of indebtedness outstanding.  This included $108.0
million of Senior Notes due 2008 issued in late February, 1998,
and $25.0 million of advances under the Credit Facility discussed
below.  Pursuant to the Indenture governing the Senior Notes, the
Company may incur up to $30.0 million in Permitted Indebtedness
(as defined).  Subject to certain limitations in the Indenture,
the Company may incur additional indebtedness, including
indebtedness under the Credit Facility.  See "-- Credit
Facility."

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

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

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

Net Cash Used in and Provided by Operating Activities.   For the
three months ended March 31, 1999 net cash used by the Company's
operating activities was $6.9 million compared to $.9 million
provided by operations during the comparable period in 1998.  The
primary uses of cash during the 1999 quarter were reductions in
accounts payable of $4.6 million and accrued interest and other
accrued liabilities of $3.3 million. 

Net Cash Used in Investing Activities.  For the three months 
ended March 31, 1998 net cash used in the Company's
investing activities was $46.3 million, comprised primarily of
the Carlton Acquisition purchase price of $42.6 million, and $3.6
million in drilling activities.  This compares with $ .6 million
used in 1999.  At current prices and without additional
financing, the Company has budgeted $3.5 million for capital
expenditures in 1999, exclusive of acquisitions.  The Company
expects to use cash flow from operations, cash balances and
property sales to fund these expenditures.

Year 2000 

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

Company Readiness.    All of the Company's telephone systems,
computers and computer operating systems are Year 2000 compliant. 
The Company's mainframe application software is Year 2000
compliant but presently sorts a two-digit year of  "00" before a
two-digit year of  "99."  Testing of the mainframe business
software will be completed by July 31, 1999 with any necessary
modifications completed by September 30, 1999 at a cost estimated
to be less than $100,000.  All of the Company's computers and
operating systems are Year 2000 compliant.
  
Readiness of Others.  It is possible that non-compliance with
Year 2000 issues of other companies from which the Company
receives revenues, payments (through IT) or flow control or
measurement devices upon which it depends (non-IT), could delay
the Company's receipt of revenue attributable to its oil and gas
production.  The Company currently believes that any such delay
will not materially and adversely affect the Company's financial
condition, results of operations or liquidity.  The Company has
surveyed each of its major sources of revenue and cost
reimbursement, and each provider of flow control and measurement
devices, to determine the status of such parties' Year 2000
compliance and the potential effects of their non-compliance on
the Company's future financial condition, results of operations
and liquidity.  All of  the companies surveyed expect to be
substantially compliant before the end of the year.

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

This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as
amended.  The forward-looking statements contained in this
release are statements that involve risks and uncertainties
including, but not limited to, market demand, the effect of
economic conditions, the result of financing efforts and risks
detailed in RAM's Securities and Exchange Commission Filings.

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

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 interest
rate swap agreements at December 31, 1998 and March 31, 1999
exceeded the fair value by approximately $419,000 and $600,000,
respectively, representing the amount the Company would be
required to pay to terminate the contracts at such date.  The 
carrying value of the Senior Notes exceeded the fair value at
December 31, 1998 and March 31, 1999 by approximately $37.4 million
and $43.2 million, respectively, based on quoted market prices.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

         Not applicable

Item 2.  Changes in Securities

         Not applicable

Item 3.  Defaults Upon Senior Securities

         Not applicable

Item 4.  Submission of Matters to a Vote of Security Holders

         Not applicable

Item 5.  Other Information

         Not applicable

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

The following exhibit is filed as a part of this report:

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

27        Financial Data Schedule

         (b)  Report on Form 8-K

         None

<PAGE>
                           SIGNATURES  
  
  
     Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned thereunto duly authorized.  
  
  
                                   RAM ENERGY, INC.              
                                   (Registrant)  
  
  
Date:  May 17, 1999                By:  LARRY E. LEE   
                                        Larry E. Lee
                                        President and Chief Executive
                                          Officer

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

<PAGE>

                              EXHIBIT INDEX

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

27        Financial Data Schedule           Filed herewith electronically