EXHIBIT 10.12.4
                          AMENDMENT NO. 6


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

                           INTRODUCTION

     A.   The Borrower, the Banks and Union Bank of California,
N.A., as agent for the Banks (the "Agent"), have entered into the
Second Amended and Restated Credit Agreement dated as of
February 3, 1998, as amended by Amendment No. 1 and Waiver dated
as of August 17, 1998, Amendment No. 2 and Waiver dated as of
March 31, 1999,  Amendment No. 3 and Consent and Waiver dated as
of August 12, 1999, Amendment No. 4 dated as of September 2, 1999
and Amendment No. 5 and Consent and Waiver dated as of September
28, 1999 (as amended, the "Credit Agreement").

     B.   The Borrower has requested that the Banks amend certain
provisions of the Credit Agreement.

     C.   The Banks are willing to consent to such amendments
subject to the terms of  this Amendment.

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

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

     Section 2.  Amendments.  The Credit Agreement shall, subject
to the terms of this Amendment, be amended as follows:

     (a)  Section 4(a) of Amendment No. 3 and Consent and Waiver
is amended (i) to reduce the amount of mandatory prepayment due
September 30, 1999, from $10,000,000 to $4,905,000, and (ii) to
delete each of the other mandatory prepayments due on December
31, 1999, March 31, 2000 and June 30, 2000.

     (b)  Section 3(e) of Amendment No. 3 and Consent and Waiver
is amended to conform the reference to the prepayment due
September 30, 1999, to the reduced amount set out in subparagraph
(a) next above.

     (c)  The applicable provisions of the Credit Agreement are
amended to authorize the release and distribution of (i)
$2,500,000 of the funds in the Cash Collateral Account to Den
Norske Bank ASA and $2,000,000 of the funds in the Cash
Collateral Account to Union Bank of California, N.A.,
respectively, as a prepayment of their outstanding Revolving
Advances and permanent reduction of their Revolving Commitments
and in satisfaction of the mandatory prepayment due on September
30, 1999 and (ii) all amounts remaining in the Cash Collateral
Account to the Borrower up to but not to exceed the sum of
$505,000.

     (d)  The definition of "Revolving Maturity Date" in Section
1.01 of the Credit Agreement is amended by replacing "February 2,
2003" with "December 31, 1999".

     Section 3.     Effectiveness.  This Amendment shall become
effective upon the date first set forth above when the Agent
shall have received from the Borrower and each of the Banks duly
and validly executed originals of this Amendment.

     Section 4.  Representations and Warranties.  The Borrower
represents and warrants that (a) the execution, delivery and
performance of this Amendment are within the corporate power and
authority of the Borrower and have been duly authorized by
appropriate proceedings, (b) the Liens under the Security
Documents are valid and subsisting and secure the Borrower's
obligations under the Credit Agreement, (c) the representations
and warranties of the Borrower contained in the Credit Documents
are true and correct as of the date hereof, except as otherwise
previously disclosed to the Agent, and (d) no Default has
occurred and is continuing as of the date hereof.

     Section 5.     Choice of Law.   This Amendment shall be
governed by and construed and enforced in accordance with the
laws of the State of Texas.

     Section 6.     Counterparts.  This Amendment may be signed
in any number of counterparts, each of which shall be an
original.  Delivery of an executed counterpart of this Amendment
by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.

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

     There are no unwritten oral agreements between the parties.

     EXECUTED as of the date first set forth above.

                               UNION BANK OF CALIFORNIA, N.A.


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


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


                              DEN NORSKE BANK ASA


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


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


Acknowledged and accepted this
30th day of September, 1999.


RAM ENERGY, INC.


By:  LARRY E. LEE
     Larry E. Lee
     President