UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-Q/A
  
  
Quarterly Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934 

For the quarterly period ended        June 30, 1998  
  
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

Item 1.  Consolidated Balance Sheets - December 31, 1997 and June 30, 1998 
         (unaudited) 

         Consolidated Statements of Operations - Three months and six months 
         ended June 30, 1997 and 1998 (unaudited) 

         Consolidated Statements of Cash Flows - Three months and six months 
         ended June 30, 1997 and 1998 (unaudited) 

         Notes to Unaudited Consolidated Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

Item 3.  Quantitative and Qualitative Disclosure about Market Risk

                        PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults Upon Senior Securities

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

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES

<PAGE>


In preparing its 1998 Form 10-K, the Company discovered that its price
computations and, to a lesser extent, estimated volumes of gas and natural
gas liquids, used in this 10-Q as originally filed were incorrectly 
calculated.  The Company also attempted to change existing gas contracts 
to "keep whole" on a BTU basis from "percentage of proceeds" for natural
gas liquids, which resulted in incorrect price computations under its 
forward delivery contracts.

The Company has elected to report natural gas liquid quantities and revenues
with oil rather than with gas.  This equates the Company's "pure natural
gas" price per Mcf (approximately the same as per MMbtu price) with 
recognized industry indexes, and does not significantly distort its 
realized well-head price for oil on a per barrel basis.

PART I.  FINANCIAL INFORMATION

Item 1.  

<TABLE>
                               RAM ENERGY, INC.
<CAPTION>
                          CONSOLIDATED BALANCE SHEETS
                                                                                  RESTATED         
                                                             DECEMBER 31,          JUNE 30,
                                                                 1997                1998
                                                             -----------        -------------
<S>                                                        <C>                  <C>
                                                                                 (Unaudited)
ASSETS
Current assets:
 Cash and cash equivalents                                 $  1,248,421         $  10,477,852
 Accounts receivable:
  Oil and gas sales                                           4,161,392             4,401,646
  Joint interest operations, net of allowance for doubtful
   accounts of $438,819 in 1997 and $229,145 in 1998            986,571             1,742,027
  Related parties                                                10,000                71,000
  Other                                                          23,841                21,123
 Prepaid expenses and deposits                                  365,649             1,101,360
                                                           ------------         -------------
Total current assets                                          6,795,874            17,815,008
Properties and equipment, at cost:
  Oil and gas properties and equipment, 
    based on full cost accounting                            72,696,425           105,163,992
  Gathering and disposal systems                                      -            39,003,000
  Other property and equipment                                3,499,840             3,637,691
                                                           ------------         -------------
                                                             76,196,265           147,804,683
  Less accumulated amortization and depreciation             15,622,566            21,421,978
                                                           ------------         -------------
Net properties and equipment                                 60,573,699           126,382,705
Other assets:
  Deferred loan costs, net of accumulated amortization of
   $356,889 in 1997 and $531,512 in 1998                      1,290,299             1,227,004
  Deferred offering costs, net of accumulated amortization
   of none in 1997 and $167,736 in 1998                         733,602             4,840,532
  Other                                                         333,895             1,306,121
                                                           ------------         -------------
Total assets                                                $69,727,369          $151,571,370
                                                           ============         =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current liabilities:
  Accounts payable:
    Trade                                                   $ 3,934,822         $   6,281,079
    Oil and gas proceeds due others                           3,032,659             3,587,916
  Accrued liabilities:
    Compensation                                                179,600               120,600
    Interest                                                    379,612             4,701,140
    Other                                                       270,000               270,000
    Preferred stock redemption                                1,473,660                     -
  Long-term debt due within one year (Note 3)                    97,723               114,758
                                                           ------------         -------------
Total current liabilities                                     9,368,076            15,075,493

Gas balancing liability not expected to be settled 
 within one year                                                491,237               310,238
Long-term debt due after one year (Note 3)                   62,127,442           123,526,121
Deferred income taxes                                                 -            18,952,000
Other noncurrent liabilities                                  1,123,602               441,687
Commitments and contingencies                                   600,000               758,000

Stockholders' equity (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               27,270                27,270
  Paid-in capital                                                16,074                16,074
  Accumulated deficit                                        (4,026,332)           (7,535,513)
                                                            -----------         -------------
Stockholders' equity (deficiency)                            (3,982,988)           (7,492,169)
                                                            -----------         -------------
Total liabilities and stockholders' equity (deficiency)     $69,727,369          $151,571,370
                                                            ===========         =============
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>
<TABLE>
                                          RAM ENERGY, INC.

                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)
<CAPTION>   
                                                    THREE MONTHS ENDED                     SIX MONTHS ENDED
                                                          JUNE 30,                              JUNE 30,
                                                                   RESTATED                              RESTATED   
                                                  1997               1998               1997               1998
                                                  ----               ----               ----               ----
<S>                                           <C>                <C>                <C>                <C>
Operating revenues:
  Oil and gas sales                           $4,427,725         $ 6,500,749        $11,524,537        $12,595,889
  Gathering systems                                    -           1,695,000                  -          2,361,000
  Other                                           25,000              24,570             42,000             84,447
                                              ----------         -----------        -----------        -----------
Total operating revenues                       4,452,725           8,220,319         11,566,537         15,041,336
Operating expenses:
  Oil and gas production expenses              1,458,401           2,437,567          3,119,682          4,280,965
  Oil and gas purchases                                -           1,166,000                  -          1,613,000
  Gathering system operations                          -             153,000                  -            190,000
  Amortization and depreciation                1,627,928           3,435,367          3,469,039          6,089,339
  General and administrative, overhead and
   other expenses, net of operator's overhead
   fees to unrelated interests                   976,833             913,359          1,747,185          2,021,868
                                              ----------         -----------        -----------        -----------
Total operating expenses                       4,063,162           8,105,293          8,335,906         14,195,172
                                              ----------         -----------        -----------        -----------
Operating income                                 389,563             115,026          3,230,631            846,164
Other income (expense):
  Interest expense                            (1,138,199)         (3,749,590)        (2,430,568)        (6,131,462)
  Interest income                                  4,296             105,719             25,296            172,117
                                              ----------         -----------        -----------        -----------
Income (loss) before income taxes               (744,340)         (3,528,845)           825,359         (5,113,181)
                                              ----------         -----------        -----------        -----------
Income taxes                                           -          (1,100,000)                 -         (1,604,000)
                                              ----------         -----------        -----------        -----------
Net income (loss)                             $ (744,340)        $(2,428,845)       $   825,359        $(3,509,181)
                                              ==========         ===========        ===========        ===========
Net income (loss) per share                       $(0.27)              $(.89)             $0.30             $(1.29)
                                              ==========         ===========        ===========        ===========

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)
<CAPTION>
                                                   THREE MONTHS ENDED             SIX MONTHS ENDED
                                                        JUNE 30,                      JUNE 30,
                                                               RESTATED                      RESTATED             
                                                  1997           1998            1997          1998
                                                  ----           ----            ----          ----
<S>                                           <C>            <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)                             $ (744,340)    $(2,428,845)    $    825,359   $ (3,509,181)
Adjustments to reconcile net income (loss) to
 net cash provided (used) by operating
 activities:
   Amortization of Senior Notes discount and
    fees included in interest expense                  -         167,605               -         223,473
   Amortization and depreciation:
     Oil and gas properties and equipment      1,495,467       2,809,164       3,204,117       5,148,670
     Gathering and disposal systems                    -         487,500               -         650,000
     Credit facility fees                         82,238          90,544         164,476         174,623
     Other property and equipment                 50,223          48,159         100,446         116,046
  Deferred income taxes                                -      (1,100,000)              -      (1,604,000)
  Cash provided (used) by changes in operating
   assets and liabilities:
     Prepaid expenses and deposits              (123,636)       (149,616)        (86,571)        (85,711)
     Accounts receivable                       1,283,671        (482,930)      2,760,975         (89,008)
     Accounts payable                            (79,132)      2,416,097        (877,137)        976,258
     Accrued liabilities and other              (445,669)      2,980,473        (772,085)      3,641,472
     Gas balancing liability                     (91,618)        (90,999)       (226,849)       (180,999)
                                              ----------      ----------      ----------     -----------
Total adjustments                              2,171,544       7,175,997       4,267,372       9,148,840
                                              ----------      ----------      ----------     -----------
Net cash provided by operating activities      1,427,204       4,747,152       5,092,731       5,639,659

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisition of Carlton Resources
 Corporation (net of cash acquired) (Note 2)           -               -               -     (42,600,000)
Payments for oil and gas properties and
 equipment                                      (594,160)     (4,037,771)     (1,914,143)     (7,622,424)
Proceeds from sales of oil and gas properties
 and equipment                                         -          83,922       9,693,576         100,546
Payments for gathering and disposal systems            -          (3,000)              -          (3,000)
Payments for other property and equipment       (110,839)        (31,435)       (110,839)       (198,788)
Payments for other assets                              -        (306,302)              -        (306,302)
Proceeds from sales of other assets               29,143               -          29,143          53,020
                                              ----------      ----------      ----------     -----------
Net cash provided (used) by investing
 activities                                     (675,856)     (4,294,586)      7,697,737     (50,576,948)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from Senior Notes Offering, net of
 discount                                              -               -               -     113,327,900
Payments of deferred offering costs                    -        (591,763)              -      (5,008,268)
Principal payments on other long-term debt       (76,628)        (47,014)    (10,473,045)    (62,047,014)
Proceeds from borrowings on other long-term   
 debt                                            111,194               -         111,194      10,079,090
Payments for Preferred Stock Redemption                -        (600,000)              -      (2,073,660)
Payments for loan origination fees                     -         (83,730)              -        (111,328)
                                              ----------      ----------      ----------     -----------
Net cash provided (used) by financing
 activities                                       34,566      (1,322,507)    (10,361,851)     54,166,720
                                              ----------      ----------      ----------     -----------
Increase (decrease) in cash and cash 
 equivalents                                     785,914        (869,941)      2,428,617       9,229,431
Cash and cash equivalents at beginning of
 period                                        3,250,068      11,347,793       1,607,365       1,248,421
                                              ----------      ----------      ----------     -----------
Cash and cash equivalents at end of period    $4,035,982     $10,477,852    $  4,035,982    $ 10,477,852
                                              ==========     ===========    ============    ============
</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 financial  statements  present  the  results  of
operations  and  cash  flows of RAM Energy, Inc. for the three- and six-month
periods ended June 30, 1997 and 1998. These financial statements include all
adjustments, consisting of normal and recurring adjustments, which, in the
opinion of management, were necessary for a fair presentation of the financial
position and the results of operations for the indicated periods.  The results
of operations for the three and six months  ended  June  30,  1998  are  not
necessarily indicative of the results to be expected for the full year ending
December 31, 1998.

NATURE OF OPERATIONS AND ORGANIZATION

RAM Energy, Inc. (the "Company") operates exclusively in 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.

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 $42.6 million, before closing adjustments. The operations of
Carlton are included in the accompanying financial statements since March 1,
1998. The preliminary allocation of the purchase price to the assets and
liabilities acquired was as follows:

<TABLE>
<S>                                                     <C>
Properties and equipment:
  Oil and gas properties                                 $25,000,000
  Pipeline gathering systems                              39,000,000
                                                         -----------
                                                          64,000,000

Other assets and liabilities, net                           (844,000)
Deferred income tax liability                            (20,556,000)
                                                         -----------
Purchase price                                           $42,600,000
                                                         ===========
</TABLE>

The following unaudited pro forma results of operations gives effect  to the
acquisition as if consummated on January 1, 1997. The data reflects adjustments
of the historical Carlton results for depreciation and amortization of the
property and equipment acquired, adjustments of  expenses  resulting  from
contractual requirements of the acquisition agreement and incremental interest
expense  relating  to the sale in February 1998 of the Company's Senior Notes
(Note 3) used to finance  the  purchase  and repay existing debt. The pro forma
adjustments are based upon available information and assumptions  that
management of the Company believes are reasonable. The pro forma results of
operations data does  not  purport to represent the results of operations which
would have occurred had such transaction been consummated  on  January 1, 1997
or  the Company's results of operations for any future date or period.

<TABLE>
<CAPTION>
                                                   SIX MONTHS ENDED
                                                        JUNE 30,
                                                                   RESTATED
                                              1997                   1998
                                              ----                   ----
<S>                                       <C>                    <C>
Total operating revenues                  $19,930,000            $17,429,360
Net income (loss)                         $(1,361,000)           $(3,755,640)
Net income (loss) per common share              $(.50)                $(1.16)
</TABLE>

3. LONG-TERM DEBT

Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                         DECEMBER 31,       JUNE 30,
                                            1997              1998
                                            ----              ----
<S>                                      <C>               <C>
11-1/2% Senior Notes Due 2008 (A)        $         -       $113,382,557
Revolving note payable (B)                55,000,000         10,000,000
Term note payable (B)                      7,000,000                  -
Installment loan agreements                  225,165            258,322
                                         -----------       ------------
                                          62,225,165        123,640,879
Less amount due within one year               97,723            114,758
                                         -----------       ------------
                                         $62,127,442       $123,526,121
                                         ===========       ============
</TABLE>

(A) In February 1998, the Company completed the sale of $115 million of 11-1/2%
    Senior Notes ("Notes") Due 2008 in a public offering ("Offering").   The  
    proceeds, net of offering costs of $5,005,720 and  discount  of  $1,672,100
    were used principally to pay the outstanding balance  under  its  existing
    Credit Facility ("Credit Facility") and to acquire Carlton (Note 2).

    The Notes are senior  unsecured obligations of the Company and are redeem-
    able at the option  of  the Company in whole or in part, at any time on or 
    after February 15, 2005 at  prices  ranging  from 111.50% to 103.84% of face
    amount to their scheduled maturity in 2008.

    The indenture under which the Notes are issued contains certain covenants  
    including covenants that limit (i) incurrences of additional indebtedness 
    and issuances of disqualified capital stock, (ii) restricted payments, (iii)
    dividends and other payments affecting subsidiaries, (iv) transactions with
    affiliates and outside directors' fees, (v) asset sales, (vi) liens, (vii) 
    lines of business, (viii) merger, sale or consolidation and (ix) non-refund-
    able acquisition deposits.

(B) At December 31, 1997, an aggregate of $62.0 million was outstanding under
    the Credit Facility (aggregate rate of 8.8%) with Union Bank of California,
    N.A. and Den Norske Bank ASA. The term portion ($7.0 million) was to mature
    in June 1998 and the revolving credit portion ($55.0 million) was to 
    amortize quarterly over four years commencing in June 1998. The Company and
    Union Bank have amended and restated the Credit Facility, effective upon 
    consummation of the Offering.

    The Credit Facility, as amended and restated, provides for a $50.0 million
    revolving commitment which is payable in full in February 2003. At June 30,
    1998, $10 million is outstanding under the Credit Facility. Advances under 
    the amended Credit Facility bear interest on a sliding scale based on the 
    ratio of the aggregate amount outstanding to the borrowing base. The ap-
    plicable rate may, at the Company's option, be based either on the Euro-
    dollar 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% (7.1% on outstanding balance at June 30, 1998). The Company is re-
    quired 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 amended and restated
    Credit Facility may not exceed the borrowing base which, initially, is $25.0
    million, and will be redetermined semi-annually. The Credit Facility con-
    tains 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 af-
    filiates, investments and sales of assets.

    In addition, the credit agreement requires the Company to enter into certain
    interest rate swaps and collars to hedge the interest rate exposure asso-
    ciated with the credit agreement. Effective January 3, 1997, the Company 
    entered into interest rate swaps to fix the interest rate on notional 
    amounts of $20.0 million of the borrowings under the revolving commitment 
    and entered into an interest rate collar to cap the interest rate on an 
    additional notional amount of $10.0 million of the borrowings under the 
    revolving commitment. In connection with the repayment of the outstanding
    balance on the Credit Facility in February 1998, the Company terminated 
    the interest rate collar, and an interest rate swap with a notional amount
    of $10 million, for a total cash payment of $130,000. Such payment was ex-
    pensed in the first quarter of 1998. At June 30, 1998, the Company has out-
    standing interest rate swaps on the $10.0 million of borrowings outstanding.

    Interest paid by the Company in the six-month periods ended June 30, 1997 
    and 1998 totaled $2,480,653 and $1,800,934, respectively.

4. Fixed-Price Contracts

The Company periodically enters into certain fixed price delivery contracts to
reduce its exposure to unfavorable changes in natural gas prices. These
contracts allow the Company to predict with greater certainty the effective gas
prices to be received from its hedged production.  As of June 30, 1998, these
fixed-price contracts are in place to hedge 4.8 BCF of the Company's estimated
future production through March 1999 from proved gas reserves at a weighted
average price of $2.82 per MCF.

5. Financial Instruments

The following information is provided regarding the estimated fair value of
financial instruments employed by the Company as of June 30, 1998 and the
method and assumptions used to estimate the fair value of such financial
instruments:

    The carrying amounts reported in the accompanying balance sheet 
    for cash and cash equivalents and long-term debt approximate their 
    fair values.

    The carrying value of the Company's interest rate swaps at June 30, 
    1998 exceeded the fair value by approximately $225,000, representing  
    the amount the Company would be required to pay to terminate the con-
    tracts at such date.

6. Income Taxes

Deferred income taxes of the Company reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax purposes, and
are principally those resulting from the acquisition of Carlton in February
1998 (Note 2). Significant components of the Company's deferred tax assets and
liabilities are as follows:

<TABLE>
<CAPTION>
                                                                                    Restated    
                                                              December 31,          June 30,
                                                                  1997               1998
                                                                  ----               ----
<S>                                                           <C>               <C>
Deferred tax assets
Financial depreciation in excess of tax depreciation          $   108,163       $     547,000
Financial charges which are deferred for tax purposes             157,000             157,000
Net operating loss carryforwards                                2,742,089           5,995,000
Investment tax credits                                                  -             284,000
Other                                                                   -           1,014,000
                                                              -----------       -------------
Total deferred tax assets before valuation allowance            3,007,252           7,997,000
Less valuation allowance recognized                            (1,293,153)                  -
                                                              -----------       ------------- 
     Net deferred tax assets                                    1,714,099           7,997,000

Deferred tax liabilities
Intangible drilling costs capitalized for financial purposes
 and expensed for tax purposes                                  1,714,099           4,306,000
Pre-acquisition basis difference resulting from debt
 restructuring                                                          -           6,951,000
Financial basis of assets acquired in excess of tax basis               -          15,692,000
                                                              -----------       -------------
     Deferred tax liabilities                                   1,714,099          26,949,000
                                                              -----------       -------------
Net deferred tax                                              $         -       $  18,952,000
                                                              ===========       =============

</TABLE>

The credit recognized for income taxes in 1998 reflects deferred income taxes
since the acquisition of Carlton as of March 1, 1998 for accounting purposes.
<PAGE>

Item 2.

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

   RAM  Energy,  Inc.  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.

   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 $42.6  million.  With
the acquisition  of  Carlton,  the  Company  acquired  estimated net proved
reserves  of  approximately 35 Bcfe 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
1, 1998.

   The Company owns a 165-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   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.

   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.   With
this acquisition, the Company added approximately 109 Bcfe of reserves.

   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.

   At  June  30, 1998 the Company has entered  into  fixed  price  delivery
arrangements for  natural  gas  production  through March 1999, effectively
establishing fixed prices ranging from $2.37 per Mcf to $2.98 per Mcf on an
average  of  21,500 Mcf per day from July through  September  1998  and  an
average of 15,800 Mcf per day from October 1998 through March 1999.

   Historically the Company has added reserves mainly through acquisitions,
as described above,  and  development.   In 1997 the Company incurred $17.6
million in acquisition and  development  costs.  For  1998  the Company has 
budgeted approximately $20.3 million for  development  projects and certain
exploration activity, exclusive of acquisitions.  For the  six months ended
June  30,  1998  the  Company  had  expended  $7.6  million  on development
projects.  The Company intends to continue to pursue attractive oil and gas
acquisitions and exploratory opportunities.

   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 ration 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 write-
down for impairment of the  carrying value of oil and gas properties.  Once
incurred, a write-down 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 JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30,
1997

   OPERATING  REVENUES.   Operating revenues increased by   $3,768,000,  or
85%  for the three months ended  June 30, 1998 compared to the year earlier
period,  due  principally to the inclusion  in  the  1998  quarter  of  the
operations of Carlton.   The Carlton Acquisition was completed February 24,
1998.  The following table  summarizes  oil  and  gas  production  volumes,
average sales prices and period to period comparisons, including the effect
on oil and gas operating revenues, for the periods indicated:

<TABLE>
<CAPTION>
                         Three Months Ended      1998 Compared to 1997
                             June 30         -----------------------------
                         ------------------  % Increase  Operating Revenue
                          1997      1998     (Decrease)  Increase (Decrease)
                          ----      ----     ----------  ------------------
                                                (Dollars in thousands)
<S>                     <C>       <C>        <C>         <C>
Production volumes:
  Natural gas (Mmcf)     1,442     2,423       68.0%     $1,903
  Oil (Mbbls)              103       136       32.0%        517
Average sale prices:
  Natural gas (per Mcf)  $1.94     $2.00        3.2%        153
  Oil (per Bbl)         $15.77    $12.10      (23.3)%      (500)

</TABLE>

   Revenues were  higher in  the second quarter  of 1998 as compared to the 
second quarter of 1997 with a 57% increase in production which offsets a 7%
decrease in realized prices, both on an Mcfe basis.  Average daily production 
was 35.6 million cubic feet of natural gas equivalent in the second quarter of
1998 compared to 22.7 million cubic feet  of  natural gas equivalent during
the second quarter of 1997, an increase of  57%.   Natural  gas  production
increased  by  68%  and  oil  production  increased  32% for the comparable
periods.  The average realized sales price for natural  gas  was  $2.00 Mcf
for the quarter ended June 30, 1998, as compared to $1.94 per Mcf   for the
year-ago  quarter, an increase of  3%.  The average realized oil price  for
the quarter  ended  June  30,  1998 was $12.10 per Bbl, and for the quarter
ended June 30, 1997 was  $15.77 per Bbl, a 35%  decrease.

       OIL AND GAS PRODUCTION EXPENSE.   Oil  and  gas  production  expense
increased by $979,000, or 67%, for the three months ended June 30, 1998, as
compared  to the same period  in 1997.   The oil and gas production expense
was $.75 per  Mcfe  for  the  three months ended June 30, 1998, an increase
from $.71 per Mcfe in the same period of 1997.  The increase in expense was
due primarily to the addition of Carlton's operations for the quarter ended
June 30,1998.

       GATHERING  SYSTEM.  The gathering  system  is  a  component  of  the
operations of Carlton.   Revenues  from this source were $1,695,000 for the
quarter ended June 30,1998.  Carlton  is  also  obligated to deliver 10,000
Mmbtu's per day at the tail-gate of the system, and  purchases  outside gas
to  satisfy  that  obligation.  Outside purchases were $1,166,000 for  that
period and system operating costs were $153,000.

     DEPRECIATION AND AMORTIZATION  ("D&A")  EXPENSE.     Depreciation  and
amortization  expenses  increased  $1,807,000, or 111% for the three months
ended June 30, 1998 as compared with the same period in 1997, and was $1.06
per Mcfe for the 1998 quarter, an increase  of $.27, or 34% compared to the
$.79 per Mcfe for the 1997 quarter.  This increase  is due primarily to the
inclusion  of  Carlton's  operations  for the quarterly   period  in  1998,
including the depreciation of Carlton's  gathering system.  For oil and gas
D&A only, the results were $.87 per Mcfe for  the  1998  quarter (including
three months of Carlton's  production) compared with $.72  per Mcfe for the
1997 quarter, a 21% increase.

      G  &  A  EXPENSE.     General  and  administrative  expense decreased
$63,000,  or 6%, in the three months ended June 30, 1998 as  compared  with
the 1997 period.   The  decrease is due primarily to operator overhead fees
charged  to  unrelated interests  attributable  to  Carlton  for  the  1998
quarter.

      INTEREST EXPENSE.  Interest expense increased to $3.7 million for the
three months ended  June  30,  1998  as  compared  to  $1.1 million for the
comparable  period of the preceding year.  This increase  was  attributable
to  higher  average outstanding indebtedness and higher effective  interest
rates during the 1998 quarter, both resulting from the Notes Offering.

   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.   Prior  to  such  date, the Company's  existing  net
operating loss  carryforwards and  the provision or credit for income taxes
had been offset by valuation allowances.

   NET  LOSS.    Due  to  the  factors  described   above,  the  net  loss
increased $1,685,000, or 226%,  from  a  net loss of  $744,000 in the three
months ended June 30, 1997 to a net loss of  $2,429,000  in the same period
of 1998.

   SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

   OPERATING REVENUES.  Operating revenues increased by  $3,475,000, or 30%
for the six  months  ended  June  30,  1998,  compared  to the year earlier
period.  Results for the 1998 period include four months  of  operations of
Carlton.   The  Carlton  Acquisition was completed February 24, 1998.   The
following table summarizes  oil  and  gas production volumes, average sales
prices and period to period comparisons,  including  the  effect on oil and
gas operating revenues, for the periods indicated:

<TABLE>
<CAPTION>
                         Six Months Ended         1998 Compared to 1997
                             June 30,             ---------------------
                         ----------------      % Increase  Operating Revenue
                         1997        1998      (Decrease) Increase(Decrease)
                         ----        ----      ---------- ------------------
                                                  (Dollars in thousands)
<S>                      <C>         <C>       <C>        <C>
Production volumes:
  Natural gas (Mmcf)     3,034       4,293     41.5%      $3,107
  Oil (Mbbls)              227         262     15.5%         625
Average sale prices:
  Natural gas (per Mcf)   $2.47       $2.16    (12.6)%    (1,331)
  Oil (per Bbl)          $17.79      $12.72    (28.5)%    (1,330)

</TABLE>

   Revenues were higher in the first six months of 1998 as  compared to the
same period of 1997 with a 33% increase in production which offsets  an 18%
decrease  in  realized  prices,  both  on  an  Mcfe  basis.   Average daily
production  was  32.4 million cubic feet of natural gas equivalent  in  the
first six months of  1998,  as  compared  to  24.3  million  cubic  feet of
natural gas equivalent during the first six months of 1997, an increase  of
33%.   Natural gas production increased by 42% and oil production increased
16% for  the  comparable  periods.   The  average  realized sales price for
natural  gas  was  $2.16/Mcf  for the six months ended June  30,  1998,  as
compared to $2.47/Mcf  for the same period of 1997, a decrease of 13%.  The
average realized oil price for  the  six  months  ended  June  30, 1998 was
$12.72 per Bbl, and for the six months ended June 30, 1997 was   $17.79 per
Bbl, a 29%  decrease.

       OIL  AND  GAS  PRODUCTION  EXPENSE.   Oil and gas production expense
increased by $1,161,000, or 37%, for the six months  ended  June  30, 1998,
compared to the same period  in 1997.   The oil and gas production  expense
was $.73 per Mcfe for the six months ended June 30, 1998, an increase  from
$.71  per Mcfe in the same period of 1997.  The increase in expense was due
primarily  to  the addition of Carlton's operations for the months of March
through June 1998.

      GATHERING  SYSTEM.   The  gathering  system  is  a  component  of the
operations  of Carlton.  Revenues from this source were $2,361,000 for  the
months of March  through  June  1998.  Carlton is also obligated to deliver
10,000  Mmbtu's  per day at the tail-gate  of  the  system,  and  purchases
outside gas to satisfy  that  obligation. Outside purchases were $1,613,000
for that period and system operating costs were $190,000.

      DEPRECIATION AND AMORTIZATION  ("D&A")  EXPENSE.    Depreciation  and
amortization expenses increased $2,620,000, or 76% for the six months ended
June 30,   1998 as compared with the same period in 1997, and was $1.04 per
Mcfe for the  1998  six months, an increase of $.25, or 32% compared to the
$.79 per Mcfe for the  1997  six months.  This increase is due primarily to
the  inclusion  of  Carlton's operations  for  the  period   ended June 30,
1998, including the depreciation of  Carlton's gathering system.   For  oil
and  gas  D&A only, the results were $.88 per Mcfe for the first six months
of 1998 (including four months of Carlton's  production) compared with $.73
per Mcfe for the same period in 1997, a 21% increase.

     G & A  EXPENSE.     For  the  first  six  months  of  1998 general and
administrative expense increased $275,000, or 16% over the same  period  of
1997.   The  increased  expense   is   due primarily to the increase in the
number of employees.  Though the Company  has eliminated  most duplications
with Carlton personnel, it has hired additional  employees  to  handle  the
significant capital expenditures budgeted for 1998.

      INTEREST EXPENSE.  Interest expense increased to $6.1 million for the
first  six  months  of  1998  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 during
1998, both resulting from the Notes Offering.

   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.  Prior to such date, such date, the Company's existing
net operating loss carryforwards and  the  provision  or  credit for income
taxes had been offset by valuation allowances.

   NET INCOME(LOSS).   Due  to the  factors  described above, for the first
six  months  of  1998  the  Company  recorded  a net loss of $3,509,000  as
compared with net income of $825,000 for the first six months of 1997.

LIQUIDITY AND CAPITAL RESOURCES

   As of June 30, 1998 the Company had cash and  cash  equivalents of $10.5
million.

   As  of  June  30,  1998  the Company had $123.6 million of  indebtedness
outstanding.  This was comprised  primarily  of  $113.4  million  of Senior
Notes due 2008 issued in late February, 1998, and $10.0 million of advances
under  the  Credit  Facility  discussed  below.   Net proceeds of the Notes
Offering  were  used  to  repay existing debt, purchase  Carlton,  and  for
working capital.  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.
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.  as  amended  and  restated, providing for a $50.0
million revolving commitment payable in full  in  February  2003.  Advances
under the amended Credit Facility bears 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  rate  on the balance outstanding at June 30, 1998 is
7.1%.  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 amended and
restated  Credit  Facility  may  not  exceed  the  borrowing  base   which,
initially,  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 PROVIDED  BY  OPERATING  ACTIVITIES.   Net cash provided by the
Company's operating activities was $4.7  million for the three months ended
and $5.6 million for the six months ended June 30, 1998 as compared to $1.4
million and $5.1 million for the respective  comparable  periods  in  1997.
Although  oil prices decreased for the three months ended June 30, 1998  as
compared to  the same period in 1997, this decrease was more than offset by
the rise in realized  gas  prices  and the increases in production for both
natural gas and oil.

   NET CASH USED IN AND PROVIDED BY  INVESTING  ACTIVITIES.   For the three
months  ended  June  30,  1998  net  cash  used  in the Company's investing
activities was $4.3 million, comprised primarily of  the  payments  for oil
and gas well drilling activities.  The amount for the comparable period  of
1997  is  $676,000 of which $594,000 was used for drilling operations.  The
cash used in  the  Company's  investing activities for the six months ended
June  1998  was  $50.6  million,  comprised   primarily   of  the   Carlton
Acquisition  adjusted purchase price of $42.6 million and $7.6  million  in
drilling activities.   This  compares  with  $7.7 million provided in 1997,
which included the sale of oil and gas properties of $9.7 million offset by
$1.9 million used in drilling operations.  The  Company  has budgeted $20.3
million  for capital expenditures in 1998, exclusive of acquisitions.   The
Company expects  to  use  cash  flow  from  operations,  cash  balances and
borrowings under the Credit Facility to fund these expenditures.

   YEAR  2000.   All  of the Company's computers and operating systems  are
Year 2000 compliant.  Mainframe  business  software will be modified during
1998 and 1999 at a cost estimated to be less than $100,000.

   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

         Not applicable

                         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

          On  June  30,  1998,  the  Company  entered  into an agreement to
acquire  certain  proved  developed  and  proved undeveloped  oil  and  gas
properties  located  in  southwest Texas for $21.1  million.   The  Company
expects to assign its right  to acquire the proved developed properties and
a portion of the proved undeveloped  properties  covered  by the agreement,
and  $2.0  million in cash, to a newly formed entity in which  the  Company
will own a minority interest.  If the transaction is consummated, the newly 
formed entity  will purchase the proved developed properties  and a portion
of the proved undeveloped properties covered by the agreement, and the Com-
pany will purchase the remaining proved undeveloped properties for approxi-
mately $6.5 million.  The transaction is subject to customary closing con-
ditions.

Item 6.  Exhibits and Reports on Form 8-K

          (a)  Exhibits

The following exhibits are filed as a part of this report:

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

27        Financial Data Schedule

          (b)  Report on Form 8-K

On April 27, 1998, the Company filed an amended Current  Report on Form 8-K
during  the  quarter  ended  June  30,  1998, which included the  financial
statements of Carlton Resources Corporation,  a recently acquired business.
The acquisition was first reported on Form 8-K filed March 10, 1998.

<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:  April 30, 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>
<TABLE>
                        EXHIBIT INDEX

<CAPTION>
Exhibit
Number    Description              Method of Filing
-------  -------------             ----------------
<S>      <C>                       <C>

27       Financial Data Schedule   Filed herewith electronically

</TABLE>