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


                                                       October 15, 2002
Date of Report (Date of earliest event reported)_______________________________


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


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



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


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


_______________________________________________________________________________
          (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  information  following  this narrative sets forth our current range of
estimates of our operating  statistics for the last two 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.

     Recently  completed  non-core  property  divestitures are incorporated into
these  projections and consist of properties  sold: (1) to a new private limited
partnership  formed  between an  affiliate of the Company and an affiliate of GE
Structured  Finance's  Oil & Gas Unit which closed on September 3, 2002;  (2) at
public auction in August of 2002; and (3) in privately negotiated  transactions.
Net proceeds from these  transactions were  approximately $60 million.  Although
the Company has  announced its intention to make  additional  non-core  property
divestitures,  only  divestitures  completed  to  date  are  included  in  these
projections.

     Estimates  for the third and fourth  quarters  also  include  the impact on
production  due to Gulf of Mexico  tropical  storm related  disruptions  in late
September and early October.

     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
                                Quarterly - 2002
                                    Unaudited

OIL AND GAS SALES VOLUME

     Magnum Hunter  Resources,  Inc.  ("Magnum Hunter") merged with Prize Energy
Corp.  ("Prize") on March 15, 2002. The estimates are based upon Magnum Hunter's
and Prize's historical  operating  performance and trends,  estimates of oil and
gas reserves as of June 30, 2002, the potential for production  interruption due
to weather  conditions,  and the  risk-adjusted  results of our planned  capital
expenditure  and operating  budget for 2002.  These  estimates  also include the
effect of divestitures of non-core oil and gas properties  completed to date and
as further discussed below.

     We currently assume that our total daily production will be between 205 and
225 MMCFE per day in the third  quarter and between 181 and 201 MMCFE per day in
the fourth  quarter of 2002.  Oil production is expected to range from 11,100 to
12,100  barrels per day in the third quarter and from 8,800 to 9,800 barrels per
day in the fourth  quarter.  We estimate gas production will average from 138 to
152 MMCF per day in the  third  quarter  and from 128 to 142 MMCF per day in the
fourth quarter.

OIL AND GAS PRICES

     We estimate  that our  realized  natural gas price  averaged  approximately
$2.87 per MCF in the third  quarter and will average  between $3.20 and $3.25 in
the fourth quarter. We estimate our realized crude price averaged  approximately
$24.85 per  barrel in the third  quarter  and will  average  between  $23.85 and
$24.30 per barrel in the fourth quarter.

     These estimated  realized commodity prices for the fourth quarter are based
upon NYMEX strip  prices as of a recent date in October  2002 and give effect to
hedges and normal basis differentials for our production.

     Magnum Hunter has hedges in place for the third and fourth quarters of 2002
covering the average daily volumes and weighted average prices shown below.


Natural Gas Swaps:                                      3Q02           4Q02
-----------------                                    -----------    ----------

Average contract volumes (BBTU/d)                         60.0          60.0

Weighted average price (per MMBTU)                       $2.87         $2.87

Natural Gas Collars:
-------------------

Average contract volumes (BBTU/d)                          8.0           8.0

Weighted average floor price (per MMBTU)                 $3.99         $4.07

Weighted average ceiling price (per MMBTU)               $5.45         $5.52

Crude Swaps:
-----------

Average contract volumes (MBBLS/d)                         5.0           5.0

Weighted average price (per MMBTU)                      $25.27        $25.27

Crude Collars:
-------------

Average contract volumes (MBBLS/d)                         3.8           4.5

Weighted average floor price (per BBL)                  $21.00        $21.27

Weighted average ceiling price (per BBL)                $26.70        $26.79

<PAGE>

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

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. We currently estimate that our production expenses will be between $21
million and $23  million  for the third  quarter and between $20 million and $22
million for the fourth quarter.

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

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  $13.6 million in the third
quarter and $13.3 million in the fourth quarter.

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 be between $3.0 million
and $3.5 million for each of the third and fourth quarters.

NET INCOME PER SHARE-DILUTED

     Net income per share-diluted  assumes diluted shares of approximately  68.9
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  65% of  projected  capital  expenditures  will be  spent  on
offshore drilling opportunities and 35% of projected capital expenditure will be
spent on  onshore  drilling  programs.  Magnum  Hunter  projects  total  capital
expenditures for 2002 of $115 million.  Capital  expenditures through August 31,
2002  were   approximately   $80.7  million.   The  remaining  budgeted  capital
expenditures of $44.3 million should be incurred  relatively  evenly through the
end of the year.

     To date,  Magnum Hunter has divested  approximately $60 million of non-core
oil and gas properties. Magnum Hunter currently anticipates divesting additional
non-strategic oil and gas properties in 2002 for  approximately $40 million.  We
anticipate using the net proceeds from these additional  divestitures to further
reduce  outstanding  debt  levels.  For  purposes  of  these  projections,  only
completed divestitures are included at this time.

<PAGE>

FINANCIAL FORECAST

     In  providing a financial  forecast for the third and fourth  quarters,  we
utilize the  mid-point  of the range for each  assumption.  The  selection  of a
mid-point  does not imply any further  accuracy than any other number within the
range,  but is an arbitrary  number within the range.  Based upon this approach,
the  following is a summary of certain  financial  data for the third and fourth
quarters of 2002.

                                               3Q02             4Q02  (a)
                                             ---------      ------------
EBITDA                                        $41.3            $37.2
EBITDA per share - diluted                    $0.60            $0.54
Operating Cash flow (b)                       $28.3            $24.4
Operating Cash flow per share - diluted       $0.41            $0.35
Net Income per share - diluted                $0.02            $0.01
Debt to Capitalization Ratio                  63.2%            63.3%

     (a)  Includes  only the  effect  of  divestitures  closed  to date.  Magnum
Hunter's  immediate  goal  is to  achieve  a debt  to  capitalization  ratio  of
approximately 60%. This will be accomplished through anticipated debt reductions
using the net proceeds of certain non-strategic oil and gas property sales to be
completed in 2002 and early 2003.  Magnum Hunter's ultimate goal is to achieve a
debt to capitalization ratio of 50% or better.

     (b) 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:   October 15, 2002