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


                                                              April 22, 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)


                                                             (972) 401-0752
Registrant's telephone number, including area code ____________________________


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          (Former name or former address, if changed since last report)

<PAGE>

Item 9. Regulation FD Disclosure.

     In  accordance  with General  Instruction  B.2. of Form 8-K, the  following
information  shall not be deemed  "filed"  for  purposes  of  Section  18 of the
Securities Act of 1934, nor shall it be deemed  incorporated by reference in any
filing under the Securities Act of 1933,  except as shall be expressly set forth
by specific reference in such a filing.

                          MAGNUM HUNTER RESOURCES, INC.
                          DISCLOSURE OF 2002 ESTIMATES

     The  table  following  this  narrative  sets  forth  our  current  range of
estimates  of our  operating  statistics  for the last three  calendar  quarters
during the fiscal year ended  December  31,  2002.  We are not  predicting  what
actual  oil and gas  prices  will be  during  the  year  2002,  and  there is no
assurance  that current  commodity  prices will  continue in the future at these
levels.  Oil and gas prices have  fluctuated  significantly  in recent  years in
response to numerous  economic,  political  and  environmental  factors,  and we
expect that  commodity  prices will continue to fluctuate  significantly  in the
future.  Changes in  commodity  prices could  significantly  affect our expected
operating results.  The Company has a significant portion of its forecasted 2002
crude oil and natural gas production hedged through a combination of fixed price
swaps and collar derivative transactions.  These hedges are expected to mitigate
a significant portion of any commodity price fluctuations in 2002.

     In  addition  to  directly  affecting  revenues,  price  changes can affect
expected production because production estimates necessarily assume that oil and
gas can profitably be produced at the assumed pricing levels. In addition to the
pricing  assumptions,  the 2002 estimates were prepared  assuming that demand by
the general public, curtailment, producibility and overall market conditions for
oil and gas  produced  in the U.S.  during  the year 2002 will be  substantially
similar to those for 2001. No material  assumptions  concerning  acquisitions or
divestments activities are included.

     All of the estimates and assumptions set forth in this document  constitute
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933, Section 21E of the Securities  Exchange Act of 1934 and the Private
Securities  Litigation  Reform  Act of 1995.  Although  we  believe  that  these
forward-looking statements are based upon reasonable assumptions, we can give no
assurance  that our  expectations  will in fact occur and we caution that actual
results may differ materially from those in the  forward-looking  statements.  A
number of  factors  could  affect our  future  results  or the  energy  industry
generally and could cause our results to differ  materially from those expressed
in this release. These factors include, among other things:

     o volatility of oil and gas prices,
     o the need to develop and replace reserves,
     o the substantial capital expenditures required to fund our operations,
     o changes in drilling success rates,
     o environmental risks,
     o drilling, completion and operating risks,
     o risks related to exploration and development drilling,
     o uncertainties about estimates of reserves,
     o competition,
     o government regulation, and
     o the risks  factors and other  conditions  described in our report on Form
       10-K for the period ended December 31, 2001.

     We  caution  that the  estimates  set forth  below are given as of the date
hereof  only and are based  upon  currently  available  information.  We are not
undertaking  any  obligation to update these  estimates as conditions  change or
other information becomes available.

<PAGE>
                 Magnum Hunter Resources, Inc. and Subsidiaries
                        Consolidated Financial Projection
       For the Quarters Ended June 30, September 30 and December 31, 2002

<TABLE>
<CAPTION>
<S>                                             <C>      <C>       <C>        <C>      <C>       <C>       <C>       <C>       <C>
                                                         Qtr. 2                        Qtr. 3                       Qtr. 4
                                                    April 1 - June 30              July 1 - Aug. 31            Sept. 1 - Dec. 31
                                                 Low       Mid       High      Low       Mid      High       Low       Mid      High
 Oil Sales Volume (MBbl/d)                       11.6      12.2      12.8      12.0      12.8      13.6      12.4      13.3     14.1
 Gas Sales Volume (MMcf/d)   (i)                150.4     156.7     163.0     151.2     159.1     167.1     155.6     164.4    173.1
 Gas Equivalents Sales Volume (Mmcfe/d)         219.9     229.8     239.7     223.3     236.1     248.8     229.9     243.9    257.9
 Oil Price Realized ($/Bbl)                     23.98     23.98     23.98     23.78     23.76     23.76     23.31     23.28    23.25
 Gas Price Realized ($/Mcf)                      3.09      3.09      3.09      3.10      3.10      3.10      3.17      3.18     3.19
 Oil and Gas Revenues ($ millions)               67.6      70.6      73.7      69.4      73.4      77.4      72.0      76.5     81.0
 Production Costs ($/Mcfe)   (ii)                1.06      1.02      0.91      1.07      1.02      0.92      1.07      1.02     0.93
 Other Revenue-Net ($ Millions)                   0.5       0.5       0.5       0.5       0.5       0.5       0.5       0.5      0.5
 General and Administrative ($ Millions)          3.2       3.2       3.2       3.3       3.3       3.3       3.3       3.3      3.3
 Depreciation and Depletion ($ Millions)         24.1      25.2      26.2      24.7      26.1      27.5      25.4      26.9     28.4
 Interest Expense ($ Millions)   (iii)           13.6      13.6      13.6      13.7      13.6      13.5      13.7      13.6     13.4
 Income Taxes ($ Millions)                        2.2       2.9       4.2       2.3       3.2       4.6       2.7       3.8      5.3
 Net Income to Common Shares ($ Millions)         3.6       4.7       6.9       3.8       5.3       7.6       4.4       6.2      8.6
 Net Income per Share-Diluted ($)                0.05      0.07      0.10      0.05      0.07      0.11      0.06      0.09     0.12
 EBITDA ($ Millions)                             43.7      46.6      51.2      44.7      48.5      53.6      46.6      50.9     56.2
 Operating Cash Flow ($ Millions)   (iv)         30.7      33.6      38.2      31.6      35.4      40.6      33.6      37.9     43.4
 Capital Expenditures ($ Millions)               31.8      31.8      31.8      35.6      35.6      35.6      35.6      35.6     35.6
</TABLE>

     (i) Gas sales volumes  include natural gas liquids sales using a conversion
         factor of 6 MCF per barrel.
    (ii) Higher sales volumes result in lower unit costs.
   (iii) Higher  operating  income  results  in less  debt  outstanding  and,
         therefore, lower interest expense
    (iv) Cash flow from  operations  before  changes  in  operating  assets and
         liabilities.

<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
                   Notes to Consolidated Financial Projection
       For the Quarters ended June 30, September 30 and December 31, 2002

NOTE 1 - OIL AND GAS SALES VOLUME

     Magnum  Hunter  Resources,  Inc.  ("MHR")  merged with Prize  Energy  Corp.
("Prize")  on March 15,  2002.  The  estimates  are based upon MHR's and Prize's
historical operating  performance and trends,  estimates of oil and gas reserves
as of December 31, 2001, and the  risk-adjusted  results of our planned  capital
expenditure and operating budget for 2002.

NOTE 2 - OIL AND GAS PRICES

     For  purposes of the  estimates,  we assumed a weighted  average  NYMEX WTI
Index oil price of $23.60 per barrel  ($24.10,  $23.79 and $22.97 in the second,
third and fourth  quarters,  respectively)  and a weighted  average  NYMEX Index
natural gas price of $3.11 per Mcf ($3.03,  $3.03 and $3.27 in the second, third
and fourth  quarters,  respectively).  These  prices were based upon NYMEX strip
prices as of a recent date in April 2002.  The oil and gas prices  realized give
effect  to  hedges  and  normal  basis  differentials  for our  production.  The
projections  include  commodity  hedges  currently  in place,  which  include an
average of approximately 111 Mmcf per day of natural gas hedged through costless
collars with weighted  average floor and ceiling prices of  approximately  $3.33
and $3.60 per Mcf, respectively,  and 8,500 barrels per day of crude oil through
costless collars with weighted average floor and ceiling prices of approximately
$23.45  and  $25.85   per   barrel,   respectively.   Depending   upon   various
circumstances,  we may  periodically  enter into  additional  hedges of expected
crude oil and natural gas production.

NOTE 3 - PRODUCTION COSTS

     Production costs include lifting costs,  production taxes, severance taxes,
ad valorem taxes and other production costs.

NOTE 4 - OTHER REVENUE-NET

     Other  revenue-net   reflects  revenues  from  gathering,   processing  and
marketing of natural gas and from oilfield  services,  net of projected costs of
operations for these activities.

NOTE 5 - DEPRECIATION AND DEPLETION

     Depreciation and depletion related to oil and gas properties was calculated
using a rate of $1.17 per Mcfe sold.

NOTE 6 - INTEREST EXPENSE

     We assumed that free cash flow available  after capital  expenditure  items
was used to reduce our senior bank debt.

NOTE 7 - INCOME TAXES

     Income taxes were calculated using an effective rate of approximately  38%.
At this time we anticipate that all of the income taxes would be deferred.

NOTE 8 - NET INCOME PER SHARE-DILUTED

     Net income per share-diluted  assumes diluted shares of approximately  71.3
million.  Diluted  shares  were  calculated  on the basis of an assumed  average
market  price for our  stock of  approximately  $9.00 per share for the  periods
projected.

<PAGE>

NOTE 9 - CAPITAL EXPENDITURES / DIVESTITURES

     Approximately  60% of  projected  capital  expenditures  will be  spent  on
offshore drilling opportunities and 40% of projected capital expenditure will be
spent on onshore drilling programs.  The company currently anticipates divesting
approximately  $50 million of non-strategic  oil and gas properties in 2002. For
purposes of these projections, no such divestiture is included at this time.

                                   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/ Chris Tong
                                            BY:____________________________
                                                 Chris Tong
                                                 Sr. Vice President and CFO


Dated:   April 22, 2002

<PAGE>