UNITED STATES
                       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


                                                        March 1, 2002
Date of Report (Date of earliest event reported)______________________________


                          MAGNUM HUNTER RESOURCES, INC.
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             (Exact name of registrant as specified in its charter)


     NEVADA                          1-12508                   87-0462881
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(State or other jurisdiction       (Commission                (IRS Employer
   of incorporation)                File Number)            Identification No.)



         600 East Las Colinas Boulevard, Suite 1100, Irving, Texas 75039
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           (Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code            (972) 401-0752
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         (Former name or former address, if changed since last report)

<PAGE>

Item 5. Other Events

     As we announced in a press release dated  February 28, 2002,  Magnum Hunter
Resources,  Inc. plans to offer  approximately  $250 million of senior unsecured
notes due 2012 in a private  placement  (Rule  144A  offering)  exempt  from the
registration  requirements  of the  Securities  Act of  1933,  as  amended.  The
offering of the senior notes,  which is subject to market and other  conditions,
will be made within the United States only to qualified institutional buyers and
outside the United States to non-U.S. investors. The senior notes have not been,
and will not initially be,  registered  under the  Securities  Act or applicable
state  securities  laws,  and may not be offered  or sold in the  United  States
absent   registration   or  an  applicable   exemption  from  the   registration
requirements of the Securities Act and applicable  state laws. This report shall
not constitute an offer to sell or a solicitation  of an offer to buy the senior
notes. The press release, attached as Exhibit 99.1, is filed and incorporated in
this report.

     The  preliminary  offering  memorandum we are using in connection  with the
note offering  contains certain  information that has not been publicly reported
previously.  We have elected to provide for informational purposes excerpts from
the preliminary offering memorandum and certain other information.  Accordingly,
the information set forth in the attached Exhibit 99.2, other than the paragraph
numbered 1 in Exhibit 99.2, is filed and incorporated in this report.

            CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     This report and the exhibits to it include forward-looking statements which
are subject to risks and uncertainties. All statements, other than statements of
historical  facts,  included in this report or the  exhibits to this report that
address activities,  events or developments that we expect, project,  believe or
anticipate  will or may occur in the future  are  forward-  looking  statements.
These include such matters as benefits,  effects or results of the Prize merger;
cost  reductions,  operating  efficiencies  or synergies and the  integration of
operations in connection with  acquisitions;  market  conditions,  expansion and
other  development  trends  in the oil and gas  industry;  business  strategies;
expansion and growth of operations after the Prize merger;  and future operating
results  and  financial  condition  after  the  Prize  merger.   Statements  and
calculations concerning oil and gas reserves and their present value also may be
deemed to be forward-looking  statements in that they reflect the determination,
based on estimates and assumptions,  that oil and gas reserves may be profitably
exploited in the future.

     We have based these  statements on our assumptions and analyses in light of
our experience and perception of historical trends, current conditions, expected
future  developments  and  other  factors  we  believe  are  appropriate  in the
circumstances.  These  statements are subject to a number of assumptions,  risks
and uncertainties, including general economic and business conditions; prices of
oil and  gas  and  industry  expectations  about  future  prices;  the  business
opportunities, or lack of opportunities, that may be presented to and pursued by
Magnum Hunter after the Prize merger; the ability to integrate the operations of
Prize; and changes in laws or regulations.

     Certain of these  factors  are in addition  to the risks  described  in the
"Risk Factors"  sections and other portions of the filings we have made with the
SEC and  described  in the excerpts  from the  preliminary  offering  memorandum
included in Exhibit  99.2 to this report.  Most of these  factors are beyond our
control.  We caution you that forward- looking  statements are not guarantees of
future performance and that actual results or developments may differ materially
from those projected in these statements. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the
date of the  particular  statement,  and we undertake no  obligation to publicly
update or revise any forward-looking statements.

Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits

     (c) Exhibits

     Exhibit 99.1 Press Release from Magnum Hunter Resources, Inc. dated
                  February 28, 2002.

     Exhibit 99.2 Excerpts from Preliminary Offering Memorandum and Other
                  Information.

<page>
Item 9. Regulation FD Disclosure

     In connection  with the matters  described above in "Item 5. Other Events,"
the paragraph  numbered 1 in Exhibit 99.2 is not filed but is furnished pursuant
to  Regulation  FD. The  information  under "Item 5. Other Events --  CAUTIONARY
STATEMENT REGARDING  FORWARD-LOOKING  STATEMENTS" is incorporated into this Item
9.

<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.


                                                MAGNUM HUNTER RESOURCES, INC.


                                                     /s/ Gary C. Evans
                                                BY:__________________________
                                                    Gary C. Evans
                                                    President and CEO