Magnum Hunter Resources, Inc.
600 E. Las Colinas Blvd., Suite 1100, Irving, TX 75039
Phone (972) 401-0752 Fax (972) 401-3110
Internet Address: http://www.magnumhunter.com
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                                                          FOR IMMEDIATE RELEASE
American Stock Exchange
 Common   -   MHR
 Bonds    -   MHR.B

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                             MAGNUM HUNTER ANNOUNCES
                  $250 MILLION OFFERING OF 10 YEAR SENIOR NOTES


     Irving,  Texas,  February 28, 2002, Magnum Hunter Resources,  Inc. ("Magnum
Hunter")  announced  today that it intends to raise  approximately  $250 million
through a private  placement (Rule 144A offering) of senior  unsecured notes due
2012 ("Senior  Notes").  The offering of the Senior Notes,  which are subject to
market  availability  as well as other  conditions,  will be made by means of an
offering  memorandum  within the United  States only to qualified  institutional
buyers and outside the United States to non-U.S. investors.

     Magnum Hunter intends to use the net proceeds of the Senior Notes offering,
together with the proceeds to be received under its new fully  underwritten $500
million  Senior Bank Credit  Facility,  (see February 15, 2002 press release) to
(i) refinance the outstanding  indebtedness under the respective existing senior
credit  facilities  of both Magnum  Hunter and Prize Energy  Corporation  (AMEX:
PRZ),  (ii) to fund the cash component of the  consideration  in Magnum Hunter's
merger with Prize Energy  Corporation and (iii) to pay costs and fees associated
with the merger.  Consummation of the Senior Notes offering is conditioned  upon
completion  of the merger  with Prize  Energy and the  closing of the new Senior
Bank Credit Facility anticipated to be on or about March 15, 2002.

     The Senior Notes have not been registered  under the Securities Act of 1933
(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  announcement  shall not constitute an offer to sell
or a  solicitation  of an offer to buy the notes and is issued  pursuant to Rule
135c of the Securities Act.

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     Magnum  Hunter  Resources,  Inc.  is one of the  nation's  fastest  growing
independent  exploration  and development  companies  engaged in three principal
activities:  I  the  exploration,  development  and  production  of  crude  oil,
condensate  and natural  gas; I the  gathering,  transmission  and  marketing of
natural gas; and -D the managing and  operating of producing oil and natural gas
properties for interest owners.

     The information in this release includes certain forward-looking statements
that are  based on  assumptions  that in the  future  may prove not to have been
accurate.  Those statements,  and Magnum Hunter  Resources,  Inc.'s business and
prospects, are subject to a number of risks, including volatility of oil and gas
prices,  the need to develop  and  replace  reserves,  the  substantial  capital
expenditures required to fund its operations,  environmental risks, drilling and
operating  risks,  risks  related  to  exploration  and  development   drilling,
uncertainties about estimates of reserves,  competition,  government regulation,
and the ability of the Company to  implement  its business  strategy.  These and
other risk are  described in the Company's  reports that are available  from the
SEC.


             FOR FURTHER INFORMATION CONTACT: MICHAEL P. MCINERNEY,
                        INVESTOR RELATIONS (972) 401-0752