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                                                                     EXHIBIT 4.2




                                NO. ___________
                    COMMON STOCK PURCHASE WARRANT CERTIFICATE
                          MAGNUM HUNTER RESOURCES, INC.
               INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
           VOID (UNLESS EXTENDED) AFTER 5:00 P.M., NEW YORK CITY TIME,
                         ON _________________ ___, 2005


         THIS CERTIFIES THAT, ___________________ is the owner and registered
holder (the "Registered Holder") of _______ Common Stock Purchase Warrants (the
"Warrants"). Each Warrant entitles the Registered Holder to purchase, subject to
the terms and conditions set forth in this Warrant Certificate and the Warrants
Agreement (as hereinafter defined), one fully paid and nonassessable share of
Common Stock, par value $.002 per share (the "Common Stock"), of Magnum Hunter
Resources, Inc., a Nevada corporation (the "Company"), at any time prior to 5:00
p.m., New York City time, on ____________ ___, 2005 (the "Expiration Date"),
upon the presentation and surrender of this Warrant Certificate with the
Election to Purchase Form on the reverse hereof duly executed, at the corporate
office of American Stock Transfer & Trust Company as Warrants Agent, or its
successor (the "Warrants Agent"), accompanied by payment of $15.00 per Warrant,
subject to adjustment (the "Warrant Price"), and any and all applicable taxes
due in connection with the exercise of the Warrant, in lawful money of the
United States of America by wire transfer or official bank, certified check or
personal check made payable to the Warrants Agent for the account of the
Company; provided, however, if payment is made by personal check, sufficient
time must be allowed for the check to clear prior to the Expiration Date.

         THIS WARRANT CERTIFICATE AND EACH WARRANT REPRESENTED HEREBY ARE ISSUED
PURSUANT TO AND ARE SUBJECT IN ALL RESPECTS TO THE TERMS AND CONDITIONS SET
FORTH IN THE WARRANTS AGREEMENT (THE "WARRANTS AGREEMENT"), DATED AS OF
________________ __, 2002, BY AND BETWEEN THE COMPANY AND THE WARRANTS AGENT.
REFERENCE IS HEREBY MADE TO THE WARRANTS AGREEMENT FOR A MORE COMPLETE STATEMENT
OF THE RIGHTS AND LIMITATIONS OF RIGHTS OF THE REGISTERED HOLDER HEREOF, THE
RIGHTS AND DUTIES OF THE WARRANTS AGENT AND THE RIGHTS AND OBLIGATIONS OF THE
COMPANY THEREUNDER. COPIES OF THE WARRANTS AGREEMENT ARE ON FILE AT THE OFFICE
OF THE WARRANTS AGENT.

         In the event of certain contingencies provided for in the Warrants
Agreement, the Warrant Price and the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment. The Company also has the right voluntarily to lower
the Warrant Price, as set forth in the Warrants Agreement.

         Each Warrant represented hereby is exercisable at the option of the
Registered Holder, but no fractional shares of Common Stock will be issued. In
the case of the exercise of less than all the Warrants represented hereby, the
Company shall cancel this Warrant Certificate upon the surrender hereof and
shall execute and deliver a new Warrant Certificate or Warrant Certificates of
like tenor, which the Warrants Agent shall countersign, for the balance of such
Warrants.




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         This Warrant Certificate is exchangeable, upon the surrender hereof by
the Registered Holder at the corporate office of the Warrants Agent in New York,
New York, for a new Warrant Certificate or Warrant Certificates of like tenor
representing an equal aggregate number of Warrants, each of such new Warrant
Certificates to represent such number of Warrants as shall be designated by such
Registered Holder at the time of such surrender. Upon due presentment together
with any tax or other charge imposed in connection therewith, for registration
of transfer of this Warrant Certificate at such office, a new Warrant
Certificate or Warrant Certificates representing an equal aggregate number of
Warrants will be issued to the transferee in exchange therefor, subject to the
limitations provided in the Warrants Agreement.

         If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Common Stock or other
securities purchasable upon the exercise of this Warrant Certificate are closed
for any purpose, the Warrants Agent shall not be required to make delivery of
certificates for the securities purchasable upon such exercise until the date of
the reopening of such transfer books.

         No issuance of shares of Common Stock upon exercise of Warrants shall
be made unless there is a current prospectus covering such shares of Common
Stock under an effective registration statement under the Securities Act of
1933, as amended (or an exemption therefrom), and registration or qualification
of such shares of Common Stock (or an exemption therefrom) has been obtained
from the state or other regulatory authorities in the jurisdiction in which such
shares of Common Stock are sold. The Company will provide to the Warrants Agent
written confirmation of such registration or qualification, or an exemption
therefrom, when requested by the Warrants Agent, and the determination of the
Company shall be final and binding on the Warrants Agent and each Registered
Holder. No Warrant represented hereby shall be exercised or sold by a Registered
Holder in any state or other jurisdiction where such exercise would be unlawful.

         Subject to the provisions of the Warrants Agreement, this Warrant may
be redeemed at the option of the Company, in whole or in part, at a redemption
price of $0.001 per Warrant, at any time, and notice of redemption (the "Notice
of Redemption") shall be given not less than 30 days before the date fixed for
redemption, all as provided in the Warrants Agreement. On and after the date
fixed for redemption, the Registered Holder shall have no rights with respect to
this Warrant except to receive the $0.001 per Warrant upon surrender of this
Warrant Certificate.

         Prior to the exercise of any Warrant represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends or
other distributions, and shall not be entitled to receive any notice of any
proceedings of the Company, except as provided in the Warrants Agreement.

         Prior to due presentment for registration of transfer of this Warrant
Certificate, the Company and the Warrants Agent may deem and treat the
Registered Holder as the absolute owner hereof and of each Warrant represented
hereby (notwithstanding any notations of ownership or writing hereon made by
anyone other than a duly authorized officer of the Company or the Warrants
Agent), for all purposes and shall not be affected by any notice to the
contrary.



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         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Texas, without giving effect to
conflicts of laws principles.

         This Warrant Certificate is not valid unless countersigned by the
Warrants Agent.

         IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed, manually or in facsimile by two of its officers thereunto duly
authorized, and a facsimile of its corporate seal to be imprinted hereon.

         Dated: ______________ ___, 2002



                                                MAGNUM HUNTER RESOURCES, INC.


                                                By:
                                                   ----------------------------
                                                   Gary C. Evans,
                                                   Chairman of the Board,
                                                   President and
                                                   Chief Executive Officer


ATTEST:

By:
   -----------------------------------
     Morgan F.  Johnston,
     Vice President, General Counsel
     and Secretary

COUNTERSIGNED:

AMERICAN STOCK TRANSFER
& TRUST COMPANY
as Warrants Agent


By:
   -----------------------------------
     Authorized Officer



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                          MAGNUM HUNTER RESOURCES, INC.


         The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common

UNIF GIFT MIN ACT _____________________ Custodian ___________________ (Minor)
         under Uniform Gifts to Minors Act __________________ (State)

TEN ENT - as tenants by the entireties

JT TEN - as joint tenants with right of survivorship and not as tenants in
         common

         Additional abbreviations may also be used though not in the above list.



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                            ELECTION TO PURCHASE FORM


          (To be Executed by the Registered Holder in Order to Exercise
     Warrants Represented by the Warrant Certificate on the reverse hereof)


To:      MAGNUM HUNTER RESOURCES, INC.

         The undersigned Registered Holder hereby irrevocably elects to exercise
_____________ Warrants, represented by the Warrant Certificate on the reverse
hereof, and to purchase the securities issuable upon exercise of such Warrants,
and requests that certificates for such securities be issued in the name of:


         ---------------------------------------------------------------
                  (Please print or type your Name and Address)


         ---------------------------------------------------------------
                 (Please print or type your Social Security or
                       Federal Tax Identification Number)


and, if such number of Warrants shall not be all the Warrants represented by the
Warrant Certificate on the reverse hereof, that a new Warrant Certificate for
the balance of such Warrants be registered in the name of, and delivered to the
Registered Holder at the address stated below. The Registered Holder understands
and agrees that the Company may require Registered Holders to establish their
exemptions from backup withholding or to arrange for payment of backup
withholding.

Dated:
      -----------------------

Name of holder of the Warrant Certificate:
                                          ------------------------------------
                                                   (Please Print or Type)

Address:
        ----------------------------------------------------------------------

Signature:
          --------------------------------------------------------------------

         NOTICE:       The above signature must correspond with the name as
                       written upon the face of the Warrant Certificate on the
                       reverse hereof in every particular, without alternation
                       or enlargement or any change whatsoever, or if signed by
                       any other person the Form of Assignment hereon must be
                       duly executed and if any Warrant Certificate representing
                       Warrants not exercised is to be registered in a name
                       other than that in which the Warrant Certificate on the
                       reverse hereof is registered, the signature of the holder
                       hereto must be "medallion" guaranteed.

Signature Guaranteed:
                     ---------------------------------------------------------



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                                   ASSIGNMENT


              (To be Executed by the Registered Holder in Order to
         Assign Warrants Evidenced by the Attached Warrant Certificate)


  For value received, the undersigned hereby sells, assigns and transfers unto

         ---------------------------------------------------------------
                 (Name and Address of Assignee) (Print or Type)


         ---------------------------------------------------------------
       (Social Security or Federal Tax Identification Number of Assignee)


         ---------------------------------------------------------------
                     (Number of Warrants being transferred)


Warrants of Magnum Hunter Resources, Inc., together with all right, title and
interest therein, and does hereby irrevocably constitute and appoint
___________________________________, as attorney to transfer said Warrants on
the books of Magnum Hunter Resources, Inc., with full power of substitution in
the premises.

Dated:
      ------------------------------

Signature of Registered Holder:
                               -----------------------------------------------

         NOTICE:       The above signature must correspond with the name as
                       written upon the face of the attached Warrant Certificate
                       in every particular, without alternation or enlargement
                       or any change whatsoever.

Signature Guaranteed:
                     ---------------------------------------------------------

SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP
IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM PURSUANT TO RULE 17Ad-15 OF
THE SECURITIES EXCHANGE ACT OF 1934.