SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 8-K


                         CURRENT REPORT


               Pursuant to Section 13 or 15(d) of
              The Securities Exchange Act of 1934





Date of Report  January 10, 2000
(Date of earliest event reported)  December 30, 1999


                         RAM Energy, Inc.
     (Exact name of registrant as specified in its charter)


       Delaware                 333-42641            52-1535102
(State or other juris-          (Commission         (IRS Employer
diction of incorporation)       File Number)       Identification)


                      5100 East Skelly Drive
                          Tulsa, Oklahoma                74135
            (Address of Principal Executive Offices)  (Zip Code)


Registrant's telephone number, including area code  (918)663-2800

                                N/A
   (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

ITEM 5.  OTHER EVENTS

          In a transaction closed December 30, 1999, effective as
of  December 27, 1999, RAM Energy, Inc. (the "Company") completed
the  refinancing  of  its  senior secured  credit  facility  with
Foothill  Capital  Corporation,  a  Wells  Fargo  company.    The
refinancing  was preceded on December 22 by the Company  and  its
prior  lenders,  Union Bank of California, N.A., and  Den  norske
Bank  ASA,  executing  an amendment to the  then-existing  credit
facility  to restore the commitment to $30.0 million and increase
the  borrowing  base  to $25.0 million, which  amount  was  fully
advanced.   The  refinancing was effected by Foothill  purchasing
from Union and Den norske the Company's outstanding $25.0 million
indebtedness,  together  with  all rights  under  the  mortgages,
security  agreements and other loan documents previously executed
in connection therewith.

          The  Company and Foothill have entered into an  Amended
and Restated Loan and Security Agreement which provides for up to
$30.0  million  of  revolving credit, subject to  borrowing  base
restrictions  and  applicable  limitations  under  the  indenture
governing  the  Company's $115.0 million senior notes  due  2008.
The  initial term of the facility is three years and the interest
rate  is  the Wells Fargo prime rate plus 2.0%.  The  Company  is
required to pay monthly commitment fee on the amount by which the
$30.0  million  commitment  exceeds the  average  amount  of  the
advances outstanding, together with a monthly loan servicing fee.
The borrowing base under the Amended Loan Agreement initially has
been  set  at  $26.5 million, subject to monthly redeterminations
based  upon an agreed percentage of the discounted present  value
of  the  Company's proved developed producing reserves priced  at
the average of the oil and gas futures contract prices for the 24
months  succeeding each redetermination date.  The  Amended  Loan
Agreement contains customary covenants which, among other things,
require   periodic  financial  and  reserve  reporting  and   the
maintenance  of certain financial ratios and limit the  Company's
incurrence  of  indebtedness, liens, dividends,  loans,  mergers,
transactions  with affiliates, investments and sales  of  assets.
Proceeds of the advances under the Amended Loan Agreement may  be
used  for  general  corporate  purposes,  including  payment   of
interest  under  the senior notes provided a specified  level  of
availability is maintained under the facility.  As with the prior
credit   facility,  the  indebtedness  under  the  Amended   Loan
Agreement  is  secured by substantially all of the Company's  oil
and gas properties and other assets.

<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 hereunto duly authorized.

                                 RAM Energy, Inc.


January 10, 2000                 By LARRY E. LEE
                                    Larry E. Lee
                                    President and Chief Executive Officer