EXHIBIT 10.12.2

                          AMENDMENT NO. 4


        This Amendment No. 4 dated as of September 2, 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, and
   Amendment No. 3 and Consent and Waiver dated as of August
   12, 1999 (the "Credit Agreement").

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

        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.  In Section 1.01 of the Credit
   Agreement, the definition of "Working Capital Deficit" is
   amended in its entirety as follows:

             "Working Capital Deficit" means the amount by
        which (a) the consolidated current liabilities of
        the Borrower and the Guarantors (excluding the
        current portion of the Credit Obligations but
        including all accrued interest) exceeds (b) the
        consolidated current assets of the Borrower and
        the Guarantors.

        Section 3.     Effectiveness.  This Amendment shall
   become effective upon the date first set forth above when
   the Agent shall have received from the Borrower duly and
   validly executed originals of this Amendment and shall apply
   to the fiscal quarter ended June 30, 1999 and thereafter.

        Section 4.  Representations and Warranties.  The
   Borrower represents and warrants that (a) the Liens under
   the Security Documents are valid and subsisting and secure
   the Borrower's obligations under the Credit Agreement, (b)
   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 (c) after giving effect to this Amendment, 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
                                      Carl Stutzman
                                      Senior Vice President and Manager


                                 By:  DUSTIN GASPARI
                                      Dustin Gaspari
                                      Assistant Vice President

                                 DEN NORSKE BANK ASA


                                 By:    CHARLES E. HALL
                                 Name:  Charles E. Hall
                                 Title: Senior Vice President


                                 By:    ALFRED C. JONES
                                 Name:  Alfred C. Jones
                                 Title: Senior Vice President



   Acknowledged and accepted this
   2nd day of September, 1999.


   RAM ENERGY, INC.


   By:  LARRY E. LEE
        Larry E. Lee
        President