EXHIBIT 4.9


                                 CUSIP No.: [ ]

                          MAGNUM HUNTER RESOURCES, INC.
                       10% SENIOR NOTE DUE 2007, SERIES B

No. [         ]                                                           $[ ]

     MAGNUM HUNTER RESOURCES,  INC., a Nevada  corporation (the "Company," which
term includes any successor entities), for value received promises to pay to [ ]
or registered assigns the principal sum of [ ] Dollars on June 1, 2007.

     Interest Payment Dates: June 1 and December 1, commencing December 1, 1997

     Record Dates: May 15 and November 15

     Reference is made to the further  provisions of this Note contained herein,
which will for all purposes have the same effect as if set forth at this place.

     IN WITNESS WHEREOF,  the Company has caused this Note to be signed manually
or by facsimile by its duly authorized officers and a facsimile of its corporate
seal to be affixed hereto or imprinted hereon.

                          MAGNUM HUNTER RESOURCES, INC.


                        By: ____________________________
                             Name:
                             Title:
Dated:

Certificate of Authentication

     This is one of the 10% Senior  Notes due 2007,  Series B referred to in the
within-mentioned Indenture.


                          FIRST UNION NATIONAL BANK OF
                           NORTH CAROLINA, as Trustee

                        By:______________________________
                              Authorized Signatory

Date of Authentication:


<PAGE>


                              (REVERSE OF SECURITY)

                       10% Senior Note due 2007, Series B


     (1) Interest.  MAGNUM HUNTER  RESOURCES,  INC., a Nevada  corporation  (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum  shown  above.  Interest  on the Notes will  accrue from the most
recent date on which  interest  has been paid or, if no interest  has been paid,
from May 29, 1997.  The Company will pay  interest  semi-annually  in arrears on
each  Interest  Payment  Date,  commencing  December 1, 1997.  Interest  will be
computed on the basis of a 360-day year of twelve 30-day months and, in the case
of a partial month, the actual number of days elapsed.

     The  Company  shall  pay  interest  on  overdue  principal  and on  overdue
installments  of  interest  from time to time on demand at the rate borne by the
Notes and on overdue  installments of interest (without regard to any applicable
grace periods) to the extent lawful.

     (2) Method of Payment.  The Company shall pay interest on the Notes (except
defaulted  interest) to the Persons who are the registered  Holders at the close
of business on the Record Date  immediately  preceding the Interest Payment Date
even if the Notes are cancelled on  registration  of transfer or registration of
exchange after such Record Date.  Holders must surrender Notes to a Paying Agent
to collect principal  payments.  The Company shall pay principal and interest in
money of the  United  States  that at the time of  payment  is legal  tender for
payment of public and private debts ("U.S. Legal Tender").  However, the Company
may pay principal and interest by their check payable in such U.S. Legal Tender.
The Company may deliver any such  interest  payment to the Paying  Agent or to a
Holder at the Holder's registered address.

     (3) Paying Agent and  Registrar.  Initially,  First Union  National Bank of
North  Carolina  (the  "Trustee")  will act as Paying Agent and  Registrar.  The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.

     (4) Indenture. The Company issued the Notes under an Indenture, dated as of
May 29, 1997 (the "Indenture"), among the Company, the Subsidiary Guarantors and
the Trustee.  This Note is one of a duly  authorized  issue of Exchange Notes of
the Company designated as its 10% Senior Notes due 2007, Series B (the "Exchange
Notes").  The Notes are limited in aggregate  principal  amount to $140,000,000.
The Notes include the 10% Notes due 2007 (the "Initial  Notes") and the Exchange
<PAGE>
Notes,  issued in exchange for the Initial  Notes  pursuant to the  Registration
Rights  Agreement.  The Initial  Notes and the  Exchange  Notes are treated as a
single class of securities  under the  Indenture.  Capitalized  terms herein are
used as defined in the Indenture unless otherwise  defined herein.  The terms of
the Notes  include  those  stated in the  Indenture  and those  made part of the
Indenture by reference to the Trust  Indenture  Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb)  (the  "TIA"),  as  in  effect  on  the  date  of  the  Indenture.
Notwithstanding  anything to the contrary  herein,  the Notes are subject to all
such terms,  and Holders of Notes are referred to the Indenture and said Act for
a statement of them. The Notes are general unsecured obligations of the Company.
Payment  on  each  Note  is  guaranteed  on a  senior  basis  by the  Subsidiary
Guarantors pursuant to Article 12 of the Indenture.  Each Holder, by accepting a
Note, agrees to be bound by all of the terms and provisions of the Indenture, as
the same may be amended from time to time in accordance with its terms.

     (5) Redemption.  The Notes will be redeemable,  at the Company's option, in
whole at any time or in part from time to time, on and after June 1, 2002,  upon
not less  than 30 nor more than 60 days'  notice,  at the  following  Redemption
Prices  (expressed as percentages of the principal  amount  thereof) if redeemed
during  the  twelve-month  period  commencing  on June 1 of the  years set forth
below,  plus, in each case,  accrued  interest,  if any,  thereon to the date of
redemption:

                  Year                             Percentage

                  2002............................ 105.000%
                  2003............................ 103.333%
                  2004............................ 101.667%
                  2005 and thereafter............. 100.000%

                  At any  time,  or from  time to  time,  on or prior to June 1,
2000,  the  Company  may,  at its  option,  use all or a portion of the net cash
proceeds of one or more Equity  Offerings  to redeem up to 35% of the  aggregate
principal amount of the Notes  originally  issued at a redemption price equal to
110% of the aggregate principal amount of the Notes to be redeemed, plus accrued
interest, if any, thereon to the date of redemption;  provided, however, that at
least 65% of the aggregate  principal amount of Notes originally  issued remains
outstanding immediately after giving effect to any such redemption.  In order to
effect the foregoing  redemption with the proceeds of any Equity  Offering,  the
Company shall make such redemption not more than 60 days after the  consummation
of any such Equity Offering.

                  (6) Notice of Redemption.  Notice of redemption will be mailed
at least 30 days but not more than 60 days  before the  Redemption  Date to each
Holder of Notes to be redeemed at such  Holder's  registered  address.  Notes in
denominations larger than $1,000 may be redeemed in part.
<PAGE>
                  Except  as set  forth  in the  Indenture,  if  monies  for the
redemption of the Notes called for redemption shall have been deposited with the
Paying Agent for redemption on such Redemption  Date,  then,  unless the Company
defaults in the payment of such Redemption Price plus accrued interest,  if any,
the Notes called for redemption  will cease to bear interest from and after such
Redemption  Date and the only  right of the  Holders  of such  Notes  will be to
receive payment of the Redemption Price plus accrued interest, if any.

                  (7)  Offers  to  Purchase.  Sections  4.15  and  4.16  of  the
Indenture  provide that, after certain Asset Sales (as defined in the Indenture)
and upon the  occurrence  of a Change of Control (as defined in the  Indenture),
and subject to further limitations  contained therein,  the Company will make an
offer to purchase certain amounts of the Notes in accordance with the procedures
set forth in the Indenture.

                  (8)  Denominations;  Transfer;  Exchange.  The  Notes  are  in
registered  form,  without  coupons,  and  (except  Notes  issued as  payment of
Interest) in denominations of $1,000 and integral  multiples of $1,000. A Holder
shall  register  the  transfer  of or  exchange  Notes  in  accordance  with the
Indenture.  The Registrar may require a Holder,  among other things,  to furnish
appropriate  endorsements  and transfer  documents  and to pay certain  transfer
taxes or  similar  governmental  charges  payable  in  connection  therewith  as
permitted by the  Indenture.  The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.

                  (9)      Persons Deemed Owners.  The  registered  Holder  of a
Note shall be treated as the owner of it for all purposes.

                  (10) Unclaimed Money. If money for the payment of principal or
interest  remains  unclaimed for one year, the Trustee and the Paying Agent will
pay the money back to the Company.  After that, all liability of the Trustee and
such Paying Agent with respect to such money shall cease.

                  (11) Discharge Prior to Redemption or Maturity. If the Company
at any time  deposit  with the  Trustee  U.S.  Legal  Tender or U.S.  Government
Obligations  sufficient  to pay the  principal  of and  interest on the Notes to
redemption  and  comply  with the other  provisions  of the  Indenture  relating
thereto, the Company will be discharged from certain provisions of the Indenture
and  the  Notes  (including   certain   covenants,   including,   under  certain
circumstances,  their  obligation  to pay the  principal  of and interest on the
Notes but without  affecting  the rights of the Holders to receive  such amounts
from such deposit).
<PAGE>
                  (12)  Amendment;   Supplement;   Waiver.  Subject  to  certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or  supplemented  with the  written  consent  of the  Holders of not less than a
majority in aggregate  principal amount of the Notes then  outstanding,  and any
past  Default or Event of Default or  noncompliance  with any  provision  may be
waived  with the  written  consent of the Holders of not less than a majority in
aggregate  principal amount of the Notes then outstanding.  Without notice to or
consent of any Holder, the parties thereto may amend or supplement the Indenture
or  the  Notes  to,  among  other  things,   cure  any   ambiguity,   defect  or
inconsistency,  provide for  uncertificated  Notes in addition to or in place of
certificated  Notes,  comply with any requirements of the Commission in order to
effect or maintain the  qualification  of the Indenture  under the TIA or comply
with  Article  Five of the  Indenture  or make any  other  change  that does not
adversely affect the rights of any Holder of a Note.

                  (13)  Restrictive  Covenants.  The Indenture  imposes  certain
limitations  on the ability of the Company and the Restricted  Subsidiaries  to,
among other things, incur additional  Indebtedness,  make payments in respect of
their Capital Stock or certain Indebtedness, make certain Investments, create or
incur liens,  enter into transactions with Affiliates,  create dividend or other
payment restrictions affecting Restricted Subsidiaries, issue Preferred Stock of
their  Restricted  Subsidiaries,  and on the  ability of the  Company  and their
Restricted  Subsidiaries to merge or consolidate  with any other Person or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the Company's and their  Restricted  Subsidiaries'  assets or adopt a plan of
liquidation.   Such   limitations   are   subject  to  a  number  of   important
qualifications  and exceptions.  Pursuant to Section 4.06 of the Indenture,  the
Company must annually report to the Trustee on compliance with such limitations.

                  (14) Successors.  When a successor assumes, in accordance with
the Indenture,  all the obligations of its  predecessor  under the Notes and the
Indenture, the predecessor, subject to certain exceptions, will be released from
those obligations.

                  (15)  Defaults  and  Remedies.  Except  as  set  forth  in the
Indenture,  if an Event of Default occurs and is continuing,  the Trustee or the
Holders of not less than 25% in principal  amount of Notes then  outstanding may
declare all the Notes to be due and payable in the manner,  at the time and with
the effect  provided  in the  Indenture.  Holders of Notes may not  enforce  the
<PAGE>
Indenture or the Notes except as provided in the  Indenture.  The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably  satisfactory  to it.  The  Indenture  permits,  subject  to  certain
limitations  therein  provided,  Holders of a majority  in  aggregate  principal
amount of the Notes then  outstanding  to direct the Trustee in its  exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of any
continuing Default or Event of Default (except a Default in payment of principal
or interest  when due,  for any reason or a Default in  compliance  with Article
Five of the  Indenture) if it  determines  that  withholding  notice is in their
interest.

                  (16) Trustee Dealings with the Company.  The Trustee under the
Indenture,  in its  individual  or any other  capacity,  may become the owner or
pledgee of Notes and may otherwise deal with the Company,  their Subsidiaries or
their respective Affiliates as if it were not the Trustee.

                  (17)  No  Recourse  Against  Others.  No  partner,   director,
officer,  employee or  stockholder,  as such,  of the Company or any  Subsidiary
Guarantor,  as such, shall have any liability for any obligations of the Company
or any Subsidiary  Guarantor under the Notes,  the Indenture,  the Guarantees or
the  Registration  Rights Agreement or for any claim based on, in respect of, or
by reason  of,  such  obligations  or their  creation.  Each  Holder of Notes by
accepting a Note waives and releases all such liability.  The waiver and release
are part of the consideration for the issuance of the Notes.

                  (18) Guarantees. This Note will be entitled to the benefits of
certain  Guarantees,  if any, made for the benefit of the Holders.  Reference is
hereby  made  to  the  Indenture  for a  statement  of  the  respective  rights,
limitations  of rights,  duties and  obligations  thereunder  of the  Subsidiary
Guarantors, the Trustee and the Holders.

                  (19)     Authentication.  This Note shall not be  valid  until
the  Trustee  or  Authenticating  Agent  manually  signs  the   certificate   of
authentication on this Note.

                  (20)  Governing  Law.  This  Note and the  Indenture  shall be
governed by and construed in accordance  with the laws of the State of New York,
as applied to contracts made and performed within the State of New York, without
regard to principles of conflict of laws.  Each of the parties  hereto agrees to
submit to the  jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Note.
<PAGE>
                  (21) Abbreviations and Defined Terms. Customary  abbreviations
may be used in the name of a Holder of a Note or an  assignee,  such as: TEN COM
(= tenants in common),  TEN ENT (= tenants by the  entireties),  JT TEN (= joint
tenants  with  right of  survivorship  and not as tenants  in  common),  CUST (=
Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  (22) CUSIP Numbers.  Pursuant to a recommendation  promulgated
by the Committee on Uniform Security Identification  Procedures, the Company has
caused CUSIP numbers to be printed on the Notes as a convenience  to the Holders
of the Notes.  No  representation  is made as to the accuracy of such numbers as
printed on the Notes and reliance may be placed only on the other identification
numbers printed hereon.

     The Company will  furnish to any Holder of a Note upon written  request and
without  charge  a copy  of the  Indenture,  which  has the  text of this  Note.
Requests may be made to: Magnum  Hunter  Resources,  Inc.,  600 East Las Colinas
Blvd., Suite 1200, Irving, Texas 75039.



<PAGE>


                                 ASSIGNMENT FORM


                  If you the Holder want to assign  this Note,  fill in the form
below and have your signature guaranteed:

I or we assign and transfer this Note to:

---------------------------------------------------------------

---------------------------------------------------------------

---------------------------------------------------------------
Print or type name, address and zip code and social security or tax ID number of
assignee)   and  irrevocably  appoint   _______________________________________,
agent  to  transfer  this  Note  on  the  books  of  the Company.  The agent may
substitute another to act for him.


Dated: _____________________  Signed:___________________________
                                     (Sign exactly as your name appears
                                      on the other side of this Note)

Signature Guarantee:___________________________________________

                  In connection  with any transfer of this Note occurring  prior
to the date  which is the  earlier  of (i) the  date of the  declaration  by the
Commission of the effectiveness of a registration statement under the Securities
Act of 1933, as amended (the  "Securities  Act")  covering  resales of this Note
(which  effectiveness shall not have been suspended or terminated at the date of
the  transfer) and (ii) [ ], the  undersigned  confirms that it has not utilized
any general solicitation or general advertising in connection with the transfer:



<PAGE>


                      [OPTION OF HOLDER TO ELECT PURCHASE]


                  If you  want to  elect  to have  this  Note  purchased  by the
Company  pursuant to Section  4.15 or Section 4.16 of the  Indenture,  check the
appropriate box:

                  Section 4.15 [     ]
                  Section 4.16 [     ]

                  If you want to elect to have only part of this Note  purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture,  state
the amount you elect to have purchased:


$-------------------


Dated: _________________
                                               NOTICE:  The  signature  on  this
                                               assignment  must  correspond with
                                               the name as it  appears  upon the
                                               face of the within  Note in every
                                               particular  without alteration or
                                               enlargement    or   any    change
                                               whatsoever and be guaranteed.


Signature Guarantee:  _____________________________