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 14, 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 9. Regulation FD Disclosure

     The information  contained herein is not filed but is furnished pursuant to
Regulation FD.

     Magnum  Hunter  Resources,  Inc.  executed  a  purchase  agreement  to sell
approximately  $300  million  of  senior  unsecured  notes due 2012 in a private
placement (Rule 144A offering) exempt from the registration  requirements of the
Securites  Act of  1933,  as  amended.  The  offering  memorandum  to be used in
connection with the note offering contains certain information that has not been
publicly  reported  previously.  We have  elected to provide  for  informational
purposes an excerpt from the offering memorandum.

             THE FOLLOWING EXCERPT IS FROM THE OFFERING MEMORANDUM

     NOTE: Unless the context requires otherwise, the terms "we", "us" and "our"
(or similar  terms) and "Magnum  Hunter"  mean Old Magnum  Hunter and Prize on a
combined  basis after giving  effect to the Prize merger.  For purposes  herein,
unless the context requires  otherwise,  "Old Magnum Hunter" means Magnum Hunter
Resources,  Inc.  and its  consolidated  subsidiaries,  and "Prize"  means Prize
Energy Corp.  and its  consolidated  subsidiaries,  in each case without  giving
effect to Old Magnum Hunter's merger with Prize.

     Old  Magnum  Hunter  has  used,  and we will use,  the full cost  method of
accounting  for our  investment in oil and gas  properties.  Under the full cost
method of accounting,  all costs of acquisition,  exploration and development of
oil and gas proved reserves are capitalized into a "full cost pool" as incurred,
and  properties  in the pool are  depleted and charged to  operations  using the
unit-of-production  method  based on the ratio of  current  production  to total
proved oil and gas reserves.  To the extent that such capitalized  costs (net of
accumulated depreciation, depletion and amortization) less deferred taxes exceed
the PV-10 of estimated future net cash flow from proved reserves of oil and gas,
and the lower of cost or fair  value of  unproved  properties  after  income tax
effects,  such  excess  costs  are  charged  to  operations.  Once  incurred,  a
write-down of oil and gas  properties is not  reversible at a later date even if
oil or gas prices subsequently  increase.  Old Magnum Hunter's capitalized costs
exceeded the PV-10  limitation  utilizing prices in effect at September 30, 2001
by $81.5  million.  However,  no write-down for impairment of oil and properties
was  required  as a  result  of the  increase  in oil  and  natural  gas  prices
subsequent  to September  30, 2001 and prior to the  company's  release of third
quarter financial results. As occurred in 1998, the latter part of the year 2001
marked a period of severe declines in oil and gas prices.  At December 31, 2000,
NYMEX  prices were $26.80 per Bbl for oil and $9.78 per Mcf for gas. At December
31,  2001,  NYMEX  prices  were  $19.78  per Bbl for oil (a  decline of 26% from
year-end 2000) and $2.72 per Mcf for gas (a decline of 72% from year-end  2000).
Old Magnum  Hunter's  capitalized  costs  again  exceeded  the PV-10  limitation
utilizing commodity prices in effect at December 31, 2001.  However,  Old Magnum
Hunter now expects that no writedown for  impairment  of oil and gas  properties
will be  required,  due to higher oil and gas prices that have been  recorded in
the market  subsequent  to December  31,  2001 and prior to Old Magnum  Hunter's
release of 2001 year end financial information.  Old Magnum Hunter's expectation
is based on its preliminary internal estimates. Final determination of whether a
writedown will be required will be based on third party engineer reports.

<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