FORM 10-Q/A


Amendment No. 1





SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





x
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended June 30, 2010





-OR-





 ̈
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the transition period from _______ to _______





Commission file number 001-32997





MAGNUM HUNTER RESOURCES CORPORATION


(Name of registrant as specified in its charter)





Delaware
86-0879278(State or other jurisdiction of

incorporation or organization)
(IRS Employer

Identification No.)





777 Post Oak Boulevard, Suite 910, Houston, Texas 77056


(Address of principal executive offices)





(832) 369-6986


(Issuer’s telephone number)





Indicate by check mark  whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days.


Yes x No   ̈





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  ̈ No   ̈





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):





Large accelerated filer o
Accelerated filer oNon-accelerated filer o
Smaller reporting company x(Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes   ̈ No  x





As of August 12, 2010 there were 67,845,009 shares of the registrant’s common stock ($.01 par value) outstanding.











MAGNUM HUNTER RESOURCES CORPORATION








TABLE OF CONTENTS





PagePart II. OTHER INFORMATION
4Item 6. Exhibits
4SIGNATURES
5







2





EXPLANATORY NOTE




This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends Magnum Hunter Resources Corporation’s (“Magnum Hunter”) Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, originally filed on August 12, 2010 (the “Existing Filing”). Magnum Hunter is filing this Amendment to correct the number of outstanding shares of its common stock set forth on the facing page of the Existing Filing, which inadvertently included shares held in treasury. The correct number of outstanding shares of common stock as of August 12, 2010 is 67,845,009 as is set forth on the facing page of this Amendment, correcting and reducing the overstated outstanding share count on the Existing Filing of 68,606,661 by 761,652 shares. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, Magnum Hunter is including with this Amendment certain currently dated certifications.





Except as described above, no other changes have been made to the Existing Filing.  This Amendment continues to speak as of the date of the Existing Filing, and Magnum Hunter has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the Existing Filing.







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Part II




ITEM 6.    EXHIBITS





Exhibit

No.

Description31.1

Certification of Chairman Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934 (filed herewith).32

Certification of Chairman and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 (filed herewith).










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SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) 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.





MAGNUM HUNTER RESOURCES CORPORATIONDate: August 25, 2010
By:
/s/ Gary C. EvansGary C. EvansChairman of the Board and Chief Executive Officer

(Authorized Signatory)











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