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        September 30, 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>

                        RAM ENERGY, INC.
                            FORM 10-Q
                        TABLE OF CONTENTS


                                                             Page

PART I.  FINANCIAL INFORMATION

       Consolidated Balance Sheets - December 31, 1998 and
        September 30, 1999 (unaudited)                         2

       Consolidated Statements of Operations - Three months
        and nine months ended September 30, 1998 and 1999
        (unaudited)                                            3

       Consolidated Statements of Cash Flows - Three months
        and nine months ended September 30, 1998 and 1999
        (unaudited)                                            4

       Notes to Unaudited Consolidated Financial Statements    5

       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, September 30,
                                                   1998          1999
                                                --------------------------
                                                             (Unaudited)
<S>                                             <C>          <C>
Assets
Current assets:
 Cash and cash equivalents                      $    8,603   $    2,550
 Accounts receivable:
  Oil and gas sales                                  3,387        3,303
  Joint interest operations, net of allowance
   for doubtful accounts of $358 in 1998 and
   $377 in 1999                                      2,117        1,309
  Related parties                                      147           56
  Other                                                115           65
 Prepaid expenses and deposits                         431          405
                                                -----------------------
Total current assets                                14,800        7,688

Properties and equipment, at cost:
 Oil and gas properties and equipment, based on
  full cost accounting (Note 5)                    119,697      114,793
 Gathering and disposal systems                     39,184       39,531
 Other property and equipment                        3,781        3,908
                                                -----------------------
                                                   162,662      158,232
 Less accumulated amortization and depreciation     28,388       37,298
                                                -----------------------
Net properties and equipment                       134,274      120,934

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

Other assets:
 Deferred loan costs, net of accumulated
  amortization of  $715 in 1998 and $961 in
  1999                                                 955          709
 Deferred offering costs, net of accumulated
  amortization of $395 in 1998 and $747 in 1999      4,307        3,955
 Other                                                 808          390
                                                -----------------------
Total assets                                      $156,451     $133,676
                                                =======================
Liabilities and stockholders' deficiency
Current liabilities:
 Accounts payable:
  Trade                                         $    6,230   $    4,030
  Oil and gas proceeds due others                    4,378        4,465
  Related party                                        826            -
 Accrued liabilities:
  Compensation                                         320          113
  Interest                                           4,942        2,035
  Other                                                 65           65
 Long-term debt due within one year (Note 4)           109       20,198
                                                -----------------------
Total current liabilities                           16,870       30,906

Gas balancing liability not expected to be
 settled within one year                               735          371
Long-term debt due after one year (Note 4)         131,630      106,813
Deferred income taxes                               17,056       13,156
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)     (18,213)
                                                -----------------------
Stockholders' deficiency                           (10,440)     (18,170)
                                                -----------------------
Total liabilities and stockholders' deficiency  $  156,451   $  133,676
                                                =======================
</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   Nine months ended
                                         September 30,        September 30,
                                        1998       1999      1998       1999
                                    ------------------------------------------
<S>                                 <C>        <C>        <C>        <C>
Operating revenues:
 Oil and gas sales                    $ 6,512    $ 5,868   $ 19,108   $ 17,307
 Gathering systems                      1,853      2,669      4,214      6,638
 Other                                     96        256        181        645
                                    ------------------------------------------
Total operating revenues                8,461      8,793     23,503     24,590

Operating expenses:
 Oil and gas production expenses        2,055      1,956      6,336      5,770
 Gathering system purchases             1,271      1,978      2,884      4,794
 Gathering system operations              142         99        332        313
 Amortization and depreciation          4,189      3,003     10,448      9,655
 General and administrative,
  overhead and other expenses,
  net of operator's overhead
  fees to unrelated interests             853      1,082      2,874      3,367
                                    ------------------------------------------
Total operating expenses                8,510      8,118     22,874     23,899
                                    ------------------------------------------
Operating income (loss)                   (49)       675        629        691

Other income (expense):
 Interest expense                      (3,730)    (3,861)    (9,693)   (11,152)
 Interest income                          109         39        281        138
 Equity in net loss of RVC
  Energy, Inc. (Note 3)                  (141)      (527)      (141)    (1,307)
                                    ------------------------------------------
Loss before income taxes               (3,811)    (3,674)    (8,924)   (11,630)

Income taxes                           (1,451)    (1,185)    (3,055)    (3,900)
                                    ------------------------------------------
Net loss                              $(2,360)   $(2,489)  $ (5,869)  $ (7,730)
                                    ==========================================

Net loss per share                      $(.87)     $(.91)    $(2.15)    $(2.83)
                                    ==========================================
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  Nine months ended
                                           September 30,      September 30,
                                          1998      1999      1998     1999
                                      ---------------------------------------
<S>                                    <C>       <C>       <C>       <C>
Cash flows from operating activities
Net loss                                $(2,360)  $(2,489)  $(5,869)  $(7,730)
Adjustments to reconcile net
 loss to net cash provided
 (used) by operating activities:
 Equity in net loss of RVC Energy, Inc.     141       527       141     1,307
 Provision for doubtful
  accounts receivable and other               -        11         -        19
 Amortization of Senior Notes
  discount included in interest
  expense                                    51        48       106       118
 Amortization and depreciation:
  Oil and gas properties and
   equipment                              3,444     2,274     8,593     7,460
  Gathering and disposal systems            488       488     1,138     1,463
  Senior Notes fees                         115       117       284       352
  Credit facility fees                       92        82       267       246
  Other property and equipment               50        41       166       134
 Deferred income taxes                   (1,451)   (1,185)   (3,055)   (3,900)
 Cash provided (used) by
  changes in operating assets and liabilities:
  Prepaid expenses and deposits             665        50       579        26
  Accounts receivable                    (1,387)      110    (1,298)    1,014
  Accounts payable                         (267)    1,626       411    (2,939)
  Accrued liabilities and other          (2,750)   (2,923)    1,189    (3,114)
  Gas balancing liability                  (114)     (233)    (295)      (364)
                                      ---------------------------------------
Total adjustments                          (923)    1,033    8,226      1,822
                                      ---------------------------------------
Net cash provided (used) by
 operating activities                    (3,283)   (1,456)   2,357     (5,908)

Cash flows from investing activities
Payments for acquisition of
 Carlton Resources Corporation
 (net of cash acquired) (Note 2)              -         -  (42,600)         -
Payment for investment in RVC
 Energy, Inc. (Note 2)                   (2,000)        -   (2,000)         -
Payments for oil and gas
 properties and equipment               (11,655)   (1,679) (19,277)    (2,777)
Proceeds from sales of oil and
 gas properties and equipment             1,500     1,018    1,601      2,659
Payments for gathering and
 disposal systems                           (68)       (9)     (71)      (347)
Payments for other property
 and equipment                              (68)      (13)    (267)      (145)
Proceeds from sales of other
 property and equipment                       -         -        -         18
Payments for other assets                  (175)        -     (482)       (30)
Proceeds from sales of other assets           -       125       53        323
                                      ---------------------------------------
Net cash used by investing activities   (12,466)     (558) (63,043)      (299)

Cash flows from financing activities
Proceeds from Senior Notes
 Offering, net of discount                    -         -  113,328          -
Payments of deferred offering costs           -         -   (5,008)         -
Principal payments on other
 long-term debt                             (34)   (4,905) (62,081)    (4,985)
Proceeds from borrowings on
 other long-term debt                     9,016        81   19,095        139
Proceeds from volumetric
 production payment                           -     5,000        -      5,000
Payments for Preferred Stock redemption       -         -   (2,074)         -
Payments for loan origination fees           (7)        -     (118)         -
                                      ---------------------------------------
Net cash provided by financing activities 8,975       176   63,142        154
                                      ---------------------------------------
Increase (decrease) in cash
 and cash equivalents                    (6,774)   (1,838)   2,456     (6,053)

Cash and cash equivalents at
 beginning of period                     10,478     4,388    1,248      8,603
                                      ---------------------------------------
Cash and cash equivalents at
 end of period                           $3,704    $2,550   $3,704     $2,550
                                      =======================================
</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.  (the "Company") for the three- and nine-month periods ended
September  30, 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 and nine months ended September 30, 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. 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
the  Company's operations for the nine months ended September 30,
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                  $25,769
                                             ========
          Net loss                            $(6,483)
                                             ========
          Net loss per common share            $(2.38)
                                             ========

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 nine  months  ended
September 30, 1999 is as follows (in thousands):

         Operating revenues                    $5,909
                                              =======
         Operating loss                         $(994)
                                              =======
         Net loss                             $(2,237)
                                              =======

RVC has a $50 million credit facility ($38 million outstanding at
September 30, 1999) secured by RVC's oil and gas properties.  RVC
did not make payments due under this facility in 1999 and is also
not  compliant  with certain other covenants. As a result,  RVC's
creditors  may  demand  payment in full or  seek  other  remedies
available  under the terms of the credit facility. The management
of  RVC is presently negotiating with the creditors and the final
outcome of these negotiations cannot be determined at this  time.
The  Company  has  recognized  as  an  impairment   approximately
$200,000  during  the three months ended September  30,  1999  to
reduce its remaining carrying value in RVC to zero.

4. Long-term Debt

By agreement effective August 12, 1999, the Company and its Banks
amended  the  Company's  Credit  Facility  to  (i)  provide   for
repayment  of the outstanding advances ($25 million at  June  30,
1999) under the Credit Facility in installments during the period
ending  June  30, 2000, (ii) permit the sale by  the  Company  of
certain  of  its  oil and gas properties, with 75%  of  the  sale
proceeds  to  be  applied  toward the  next  principal  reduction
installment, (iii) provide for mandatory prepayments of principal
out  of  40%  of the Company's monthly excess cash flow  (defined
generally  as gross revenues less operating expenses,  production
and  ad  valorem  taxes,  general  and  administrative  expenses,
approved capital expenditures and principal and interest payments
under the Credit Facility), (iv) limit general and administrative
expenses  to essentially current levels, and (v) provide  for  an
interest rate equal to Union Bank's base rate plus 2%. Under  the
amendment  either  Bank may, at any time, decline  its  pro  rata
share  of  any required installment or prepayment in which  event
the  Company's  installment  or  prepayment  obligation  will  be
reduced by the amount so declined.

By  agreement effective September 30, 1999, the Company  and  its
Banks further amended the credit facility to provide that payment
of  $4.5  million  of the volumetric production payment  proceeds
(Note 5) satisfied the Company's September 30 principal reduction
obligation under the amended credit facility, and to provide  for
repayment  in  full  of  the remaining principal  balance  ($20.1
million  at September 30, 1999) by December 31, 1999. The Company
expects  to  fund the required repayment through  property  sales
proceeds  or  by  refinancing its existing credit  facility  with
other banks or lenders.

5. Volumetric Production Payment

On  September  28, 1999, the Company entered into  a  nonrecourse
volumetric   production   payment  agreement   (the   "Production
Payment")  with  Duke  Energy Corporation ("Duke"),  pursuant  to
which  the  Company will deliver to Duke 2.8 Bcf of  natural  gas
produced  from certain of the Company's properties over  a  five-
year period. Such volumes were excluded from the Company's proved
reserves  at  September  30,  1999. Proceeds  of  the  Production
Payment were $5 million and were recorded as a reduction  of  oil
and  gas  properties  on  the accompanying  consolidated  balance
sheets. Of the proceeds, $4.5 million was paid by the Company  on
September  30,  1999 to reduce the outstanding principal  balance
under its credit facility (Note 4).

6. 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 September 30, 1999
exceeded  the fair value by approximately $419,000 and  $125,000,
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 September 30, 1999 by approximately  $37.4
million  and $55.1 million, respectively, based on quoted  market
prices.

7. Contingencies

In  1996,  the Company's predecessor sold an oil and gas property
located  in  Louisiana  state waters in Plaquemines  Parish.  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.

           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, development drilling
and exploratory opportunities.

  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 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.

  The Company operates a 169-mile gathering system that
transports gas in one transportation line and liquids in the form
of salt water and oil in a separate transportation line.  Fees
are based on various contracts at both fixed prices per unit of
volume, and percentage of sales proceeds for gas.  The system
serves both the Company and third parties, but reported revenues
are those derived from third parties only.  The system is
obligated to deliver 10 thousand Mmbtu's daily at the tail-gate
and purchases outside gas to satisfy that obligation.  The
Company acquired the system and oil and gas reserves in an
acquisition made in late February, 1998.  The results of
operations discussed below include the operations of that
acquisition since March 1998.

  RAM has entered into hedging arrangements for natural gas
production from October, 1999 through March 2000 on 2,140,000
Mmbtu that provide an average floor price of $2.289 per Mmbtu.

Results of Operations

  Three Months Ended September 30, 1999 Compared to Three Months
Ended September 30, 1998

  Operating Revenues.  Operating revenues increased by $332,000,
or 4%, for the three months ended September 30, 1999, compared to
the year earlier period.  Operating revenues are comprised of Oil
and Gas sales, Gathering systems, and Other.

  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
                               September 30     -------------------------------
                            ------------------  % Increase   Operating Revenue
                              1998      1999    (Decrease)  Increase (Decrease)
                              ----      ----    ----------  -------------------
                                                         (Dollars in thousands)
<S>                          <C>       <C>      <C>         <C>
Production volumes:
  Natural gas (Mmcf)         2,173     2,023      ( 6.9)        $(340)
  Oil (Mmbls)                  141        77      (45.0)         (712)

Average sale prices:
  Natural gas (per Mcf)      $2.27     $2.15      ( 5.1)         (233)
  Oil (per Bbl)              11.24     19.55       73.9           643
</TABLE>


     Oil and gas revenues were lower in the third quarter of 1999
as compared to the third quarter of 1998 with an 18% decrease in
production, partially offset by a 9% increase in realized prices,
both on an Mcfe basis.  40% of the production decrease was due to
properties sold by the Company during the second quarter of 1999.
Average daily production was 27 million cubic feet of natural gas
equivalent in the third quarter of 1999 compared to 33 million
cubic feet of  natural gas equivalent during the third quarter of
1998.  Total natural gas production decreased by 7% and oil
production decreased 45% for the comparable periods.  The average
realized sales price for natural gas was $2.15 per Mcf for the
quarter ended September 30, 1999, compared to $2.27 per Mcf  for
the year-ago quarter, a decrease of 5.1%.  The average realized
oil price for the quarter ended September 30, 1999 was $19.55 per
Bbl, and for the quarter ended September 30, 1998 was  $11.24 per
Bbl, a 74% increase.

  Gathering System.  Revenues from this source were $1,853,000
for the three months ended September 30, 1998 and were $2,669,000
for the three months ended September 30, 1999.   Outside
purchases were $1,271,000 for the third quarter of 1998 and
system operating costs were $142,000, whereas for the three
months ended September 30, 1999 the outside purchases totaled
$1,978,000 and system operating costs were $99,000.  The cash
margin from the gathering system increased from $440,000 for the
three months ended September 30, 1998 to $592,000 for the three
months ended September 30, 1999.

  Other.  Other revenue increased $160,000, or 167%, from
$96,000 for the quarter ended September 30, 1998 to $256,000 for
the quarter ended September 30, 1999.  The primary cause of this
increase was management fees received from an affiliated company.

  Oil and Gas Production Expense.  Oil and gas production
expense decreased by $99,000, or 5%, for the three months ended
September 30, 1999, compared to the same period  in 1998.  The
decrease in oil and gas production expense was due primarily to
the sale of high operating expense properties during the second
quarter of 1999.

  Depreciation and Amortization ("D&A") Expense.
Depreciation and amortization expenses decreased $1.186 million,
or 28%, for the third quarter of 1999 over the same period in
1998, and was $1.21 per Mcfe for the 1999 quarter, a decrease of
$.18 per Mcfe, or 13%, compared to the $1.39 per Mcfe for the
1998 quarter.   For oil and gas D&A only, the results were $0.91
per Mcfe for the 1999 quarter compared with $1.14 per Mcfe for the
1998 quarter, a 20% decrease.

  G & A Expense.   General and administrative expense
increased $229,000, or 27%, in the three months ended September
30, 1999 as compared with the 1998 period.  In the third quarter
of 1999 the Company recorded reduced overhead reimbursements due
to operated properties sold during the second quarter of 1999.

  Interest Expense.  Interest expense was virtually unchanged
for the quarter-to-quarter comparison, at approximately $3.8
million for the three months ended September 30, 1998 and 1999.

  Income Taxes.  In connection with acquisition made in late
February 1998, 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 acquisition.

  Net Loss.   Due to the factors described above, net loss
increased $129,000, or 5%, from a net loss of $2.36 million for
the third quarter of 1998, to a net loss of $2.49 million for the
same period of 1999.

  Nine Months Ended September 30, 1999 Compared to Nine Months
Ended September 30, 1998

  Operating Revenues.  Operating revenues increased by $1.087
million, or 6%, for the nine months ended September 30, 1999,
compared to the year earlier period.  Operating revenues are
comprised of Oil and gas sales, Gathering systems, and Other.

  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>
                          Nine Months Ended          1999 Compared to 1998
                            September 30,     --------------------------------
                          ------------------  % Increase   Operating Revenue
                            1998      1999    (Decrease)   Increase (Decrease)
                            ----      ----    ----------   -------------------
                                                          (Dollars in thousands)
<S>                        <C>       <C>      <C>          <C>
Production volumes:
  Natural gas (Mmcf)       6,466     6,263       (3.1)        $(447)
  Oil (Mmbls)                403       281      (30.2)       (1,482)
Average sale prices:
  Natural gas (per Mcf)    $2.20     $2.11       (3.7)         (505)
  Oil (per Bbl)            12.20     14.46       18.5           635
</TABLE>

     Oil and gas revenues were lower in the first nine months of
1999 as compared to the same period of 1998 with an 11% decrease
in production and a 1% increase in realized prices, both on an
Mcfe basis.  34% of the production decrease was due to properties
sold by the Company during the second quarter of 1999.  Average
daily production was 29 million cubic feet of natural gas
equivalent in the first nine months of 1999 compared to 32.5
million cubic feet of  natural gas equivalent during the same
period of 1998, a decrease of 11%.  Total natural gas production
decreased by 3% and oil production decreased 30% for the
comparable periods.  The average realized sales price for natural
gas was $2.11 per Mcf for the first nine months of 1999, compared
to $2.20 per Mcf  for the year-ago period, a decrease of 4%.  The
average realized oil price for the nine months ended September
30, 1999 was $14.46 per Bbl, and for the nine months ended
September 30, 1998 was  $12.20 per Bbl, a 19% increase.

  Gathering System.  Revenues from this source were $4,214,000
for the nine months ended September 30, 1998 and were $6,638,000 for
the nine months ended September 30, 1999.  Outside purchases were
$2,884,000 for the first nine months of 1998 and system operating
costs were $332,000, whereas for the nine months ended September
30, 1999 the outside purchases totaled  $4,794,000 and system
operating costs were $313,000.    The cash margin from the
gathering system increased from $998,000 for the nine months
ended September 30, 1998 to $1.531 million for the nine months
ended September 30, 1999.

  Other.  Other revenue increased $464,000, or 256%. from
$181,000 for the nine months ended September 30, 1998 to $645,000
for the nine months ended September 30, 1999.  The primary cause
of this increase was management fees received from an affiliated
company.

  Oil and Gas Production Expense.  Oil and gas production
expense decreased by $566,000, or 9%, for the nine months ended
September 30, 1999, compared to the same period in 1998. The
decrease in oil and gas production expense was due primarily to
the sale of high operating expense properties during the second
quarter of 1999.

  Depreciation and Amortization ("D&A") Expense.
Depreciation and amortization expenses decreased $793,000, or 8%,
for the first nine months of 1999 over the same period in 1998,
and was $1.21 per Mcfe for the 1999 nine months, an increase of
$.03 per Mcfe, or 3%, compared to the $1.18 per Mcfe for the 1998
period.  For oil and gas D&A only, the results were $.94 per Mcfe
for the first nine months of 1999 compared with $.97 per Mcfe for
the 1998 period, a  4% decrease.

  G & A Expense.   General and administrative expense
increased $493,000, or 17%, in the nine months ended September
30, 1999 as compared with the 1998 period.  For the nine months
ended September 30, 1999 the Company recorded reduced overhead
reimbursements due to operated properties sold during the second
quarter of 1999.

  Interest Expense.  Interest expense increased to $11.15
million for the nine months ended September 30, 1999 compared to
$9.69 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 acquisition made in late
February 1998, 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 acquisition.

  Net Loss.   Due to the factors described above, net loss
increased $1.861 million, or 32%, from a net loss of $5.869
million for the first nine months of 1998, to a net loss of
$7.730 million for the same period of 1999.

Liquidity and Capital Resources

  As of September 30, 1999 the Company had cash and cash
equivalents of $2.55 million.

  As of September 30, 1999 the Company had $128 million of
indebtedness outstanding.  This was comprised of $108 million of
Senior Notes due 2008 issued in late February, 1998, and $20
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."

  On September 28, 1999, the Company entered into a non-recourse
volumetric production payment agreement (the "Production
Payment") with a unit of Duke Energy Corporation ("Duke"),
pursuant to which the Company will deliver to Duke 2.8 Bcf of
natural gas produced from certain of the Company's properties
over a 5-year period.  Proceeds of the Production Payment were $5
million, of which  $4.5 million was paid by the Company on
September 30, 1999 to reduce to $20.1 million the outstanding
principal balance under its 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 credit
facility ("Credit Facility") with Union Bank of California, N.A.
and Den norske Bank ASA (the "Banks"), pursuant to which $20.1
million was outstanding at September 30, 1999.  Advances under
the Credit Facility are secured by a lien on all oil and gas
reserves, wells, personal property and contract rights of the
Company with the exception of those properties covered by the
Production Payment.  The amount of credit available at any time
under the Credit Facility may not exceed the borrowing base,
which presently is $25 million but may 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 additional
indebtedness, liens, dividends, loans, mergers, transactions with
affiliates, investments and sales of assets.

  By agreement effective August 12, 1999, the Company and the
Banks amended the Credit Facility to (i) provide for repayment of
the outstanding advances under the Credit Facility in
installments during the period ending June 30, 2000, (ii) permit
the sale by the Company of certain of its oil and gas properties,
with 75% of the sale proceeds to be applied toward the next
principal reduction installment, (iii) provide for mandatory
prepayments of principal out of 40% of the Company's monthly
excess cash flow (defined generally as gross revenues less
operating expenses, production and ad valorem taxes, general and
administrative expenses, approved capital expenditures and
principal and interest payments under the Credit Facility), (iv)
limit general and administrative expenses to essentially current
levels, and (v) provide for an interest rate equal to Union
Bank's base rate plus 2%.  Under the amendment either Bank may,
at any time, decline its pro rata share of any required
installment or prepayment in which event the Company's
installment or prepayment obligation will be reduced by the
amount so declined.

  By agreement effective September 30, 1999, the Company and the
Banks further amended the Credit Facility to provide that payment
of $4.5 million of the Production Payment proceeds described
above satisfied the Company's September 30 principal reduction
obligation under the credit facility, and to provide for
repayment in full of the remaining balance by December 31, 1999.
The Company expects to fund the required repayment through
property sale proceeds or by refinancing its existing credit
facility with other banks or lenders.

  Net Cash from Operating Activities.   For the three months
ended September 30, 1999 net cash used in the Company's operating
activities was $1.456 million compared to $3.283 million used in
operations during the comparable period in 1998, a change of
$1.827 million.  The primary cause of this change was due to an
increase in Accounts Receivable during the 1998 period of $1.0
million due to a purchase price adjustment related to the
February 1998 acquisition.

  Net Cash from Investing Activities.  For the three months
ended September 30, 1998 net cash used in the Company's investing
activities was $12.466 million, comprised of payments for oil and
gas well drilling activities - $5.155 million, investment in an
affiliate - $2.0 million, and the purchase of proved undeveloped
reserves - $6.5 million.  This compares with $558,000 used
in investing activities during the 1999 quarter, comprised
primarily of $1.679 million used in drilling and development
activities offset by $1.018 million of proceeds from the sale of
oil and gas properties.  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.

  Net Cash from Financing Activities.  For the three months
ended September 30, 1998 net cash provided by the Company's
financing activities was $8.975 million, comprised primarily of
proceeds from bank borrowings to fund the purchase of undeveloped
reserves and invest in an affiliate.  By comparison, for the
quarter ended September 30, 1999 net cash provided by the
Company's financing activities was $176,000 comprised principally
of $5.0 million from the Production Payment described above, and
repayment on its Credit Facility of $4.905 million.

Year 2000

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

  Company Readiness.    All of the Company's telephone systems,
computers and computer operating systems are Year 2000 compliant.
The Company's mainframe application software is also 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 need for a contingency
plan for conversion of its own business application software.
With regard to contingency plans for the failure, or possible
failure, of others, each major source of funds or non-IT
dependence has been surveyed and expects to be compliant.

  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 September 30, 1999 exceeded the fair value
by approximately $419,000 and $125,000, 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 September 30, 1999
by approximately $37.4 million and $55.1 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
-------   -----------------------------------------

10.12.2   Amendment No. 4 and Consent and Waiver dated effective as
          of September 2, 1999 by Union Bank of California, N.A. and
          Den norske Bank ASA (collectively, the "Banks") in favor of
          RAM Energy, Inc., a Delaware corporation ("Borrower") (1)

10.12.3   Amendment No. 5 and Consent and Waiver dated effective as
          of September 28, 1999 by Union Bank of California, N.A. and
          Den norske Bank ASA (collectively, the "Banks") in favor of
          RAM Energy, Inc., a Delaware corporation ("Borrower") (1)

10.12.4   Amendment No. 6 and Consent and Waiver dated effective as
          of September 30, 1999 by Union Bank of California, N.A. and
          Den norske Bank ASA (collectively, the "Banks") in favor of
          RAM Energy, Inc., a Delaware corporation ("Borrower") (1)

27        Financial Data Schedule  (1)
_______________

(1)       Filed herewith.

         (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:  November 15, 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
-------   -----------------------           ------------------------------

10.12.2   Amendment No. 4 and Consent and   Filed herewith electronically
          Waiver dated effective as of
          September 2, 1999 by Union Bank of
          California, N.A. and Den norske
          Bank ASA (collectively, the "Banks")
          in favor of RAM Energy, Inc., a
          Delaware corporation ("Borrower")

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

10.12.4   Amendment No. 6 and Consent and   Filed herewith electronically
          Waiver dated effective as of
          September 30, 1999 by Union Bank of
          California, N.A. and Den norske
          Bank ASA (collectively, the "Banks")
          in favor of RAM Energy, Inc., a
          Delaware corporation ("Borrower")

27        Financial Data Schedule           Filed herewith electronically