UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K/A

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                                                       December 30, 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.

     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 2003 ESTIMATES

     The  information  following  this narrative sets forth our current range of
estimates of our operating  statistics  for the first  calendar  quarter and the
fiscal year ended December 31, 2003. We are not  predicting  what actual oil and
gas prices will be during the year 2003,  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 2003 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 2003.

     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 2003 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 2003 will be  substantially
similar to those for 2002.

     These   projections   include  currently   anticipated   non-core  property
divestitures  in the first quarter of 2003.  Net proceeds from this  transaction
are estimated to be between approximately $15 million and $20 million.

     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 of interruption in delivery and sales of oil and gas due to weather
       conditions,
     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.  Except as
required by law, 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
                                      2003
                                    Unaudited

OIL AND GAS SALES VOLUME

     The  estimates  are  based  upon  Magnum  Hunter's   historical   operating
performance  and trends,  estimates of oil and gas reserves as of September  30,
2002,  and the  risk-adjusted  results of our planned  capital  expenditure  and
operating   budget  for  2003.  These  estimates  also  include  the  effect  of
anticipated divestitures of non-core oil and gas properties as further discussed
below.

     We currently  assume that total daily production will average around 195 to
205 MMCFE per day in the first  quarter  and around 195 to 210 MMCFE per day for
2003.  Oil  production  is  expected to average  approximately  10,600 to 10,900
barrels per day in the first  quarter  and 10,500 to 10,900  barrels per day for
the full year 2003.  We estimate gas  production  will average  about 131 to 140
MMCF per day in the first quarter and 132 to 145 MMCF per day for the year.

OIL AND GAS PRICES

     We estimate that our realized natural gas price will average  approximately
$3.10 per MCF in the first quarter and will average  between $3.20 and $3.25 for
the full year. We estimate our realized  crude price will average  approximately
$22.60 per barrel in the first quarter as well as for the full year.

     These estimated  realized commodity prices are based upon flat NYMEX prices
of $25.00 for crude oil and $4.00 for  natural gas and give effect to hedges and
normal basis differentials for our production.

     For 2003,  Magnum Hunter has hedges  covering the average daily volumes and
weighted average prices shown below.

Natural Gas Swaps:                                  1Q03          2003
-----------------                               ----------     ---------
Average contract volumes (BBTU/d)                    60.0          35.0
Weighted average price (per MMBTU)                  $3.01         $3.10

Natural Gas Collars:
-------------------
Average contract volumes (BBTU/d)                    40.0          65.0
Weighted average floor price (per MMBTU)            $3.06         $2.94
Weighted average ceiling price (per MMBTU)          $4.30         $4.00

Crude Swaps:
-----------
Average contract volumes (MBBLS/d)                    1.0           1.0
Weighted average price (per MMBTU)                 $21.25        $21.25

Crude Collars:
-------------
Average contract volumes (MBBLS/d)                    6.0           6.0
Weighted average floor price (per BBL)             $23.00        $23.00
Weighted average ceiling price (per BBL)           $27.00        $27.00

     Depending  upon  various  circumstances,  we may  periodically  enter  into
additional hedges of expected crude oil and natural gas production.

<PAGE>

PRODUCTION COSTS

     Production costs include lifting costs,  production taxes, severance taxes,
ad valorem  taxes and other  production  costs.  These costs vary in response to
several factors  including  changes in our property base,  changes in production
taxes,  general price  changes and the amount of repair and  work-over  activity
required.  Based  upon an  assumed  lifting  cost  rate of $.75  per  Mcfe and a
combined  production and ad-valorem tax rate of approximately  13%, we currently
estimate that our all-in production expenses will be between $21 million and $22
million  for the first  quarter  and between $84 million and $90 million for the
entire year.

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.  These net  revenues  are  assumed to average
approximately $1 million per quarter.

DEPRECIATION AND DEPLETION

     Depreciation and depletion expense was calculated using a rate of $1.17 per
Mcfe sold plus depreciation on all other  depreciable  assets of nearly $700,000
per quarter.

INTEREST EXPENSE

     We assume that free cash flow available after capital expenditure items and
the net proceeds received from non-strategic  property  divestitures are used to
reduce our senior  bank debt.  Depending  upon the timing of these  factors,  we
currently  expect  interest  expense will  approximate  $13 million in the first
quarter and $51 million for full year.

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.

GENERAL AND ADMINISTRATIVE EXPENSE (G&A)

     Magnum Hunter  currently  assumes G&A expense will approximate $3.8 million
per quarter in 2003.

NET INCOME PER SHARE-DILUTED

     Net income per share-diluted  assumes diluted shares of approximately  68.4
million.  Diluted  shares  were  calculated  on the basis of an assumed  average
market  price for our  stock of  approximately  $6.00 per share for the  periods
projected.

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.  Magnum  Hunter  projects  total  capital
expenditures for 2003 of $100 million.

     Magnum Hunter currently  anticipates  divesting  non-strategic  oil and gas
properties in the first quarter of 2003 for approximately $10 to $20 million. We
anticipate using the net proceeds from these additional  divestitures to further
reduce  outstanding  debt levels.  The estimated  impact of this  divestiture is
included in these projections.

ACCOUNTING PRONOUNCEMENTS

     These  projections  do  not  include  the  impact  of  various   accounting
pronouncements  to be  effective  in 2003 such as SFAS

<PAGE>

No.  143  "Accounting  for  Asset  Retirement  Obligations."  SFAS No.  143
requires the recognition of a fair value liability for any retirement obligation
associated with long-lived assets. The offset to any liability recorded is added
to the recorded asset where the additional  amount is depreciated  over the same
period  as  the  long-lived  asset  for  which  the  retirement   obligation  is
established.  SFAS No. 143 also requires additional  disclosures.  We are in the
process  of  evaluating  the  impact of the  provisions  of SFAS No.  143 to our
existing operations.  Implementation of SFAS No. 143 may result in reductions to
our reported net income in 2003. Any such reductions,  however, will be non-cash
items.

FINANCIAL GUIDANCE

     In providing a financial forecast for the first quarter and full year 2003,
we  utilized  an  approximate  average  within  the  realm of  assumptions.  The
selection of these  numbers does not imply any further  accuracy  than any other
number within the realm of assumptions,  but is an arbitrary  number within this
realm of  assumptions.  Based upon this approach,  the following is a summary of
certain  financial data derived from these assumptions for the first quarter and
full year 2003.

                                             First Qtr.      Fiscal Year
                                               2003             2003
                                             ---------      ------------
NYMEX Crude Oil Price (i)                     $25.00          $25.00
NYMEX Natural Gas Price (i)                   $ 4.00          $ 4.00
EBITDA (millions)                             $   36          $  160
EBITDA per share - diluted                    $ 0.50          $ 2.20
Operating Cash flow (millions) (ii)           $   23          $  100
Operating Cash flow per share - diluted       $ 0.35          $ 1.45
Net Income per share - diluted                $ 0.02          $ 0.12

     (i) Assumed NYMEX price before giving effect to existing  hedges and normal
         basis differentials for the physical location of our production
     (ii)Cash flow from  operations  before  changes  in  operating  assets  and
         liabilities

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


Dated: December 30, 2002