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

                                                      January 7, 1998
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 1200, 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)



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Item 5.   Other Events
                            
         On January 7, 1998, the Board of Directors of Magnum Hunter  Resources,
Inc. (the "Company") authorized and declared a dividend of one Right (a "Right")
for each  outstanding  share of Common Stock,  par value$.002 per share ("Common
Stock"),  of the  Company  (the  "Common  Shares").  The  dividend is payable on
January  20,  1998 (the  "Record  Date") to the  holders of record of the Common
Shares at the close of  business  on that date.  In  addition,  the  Company has
authorized  the issuance of one Right with respect to each share of Common Stock
that shall  become  outstanding  between the Record Date and the earliest of the
Distribution  Date, the Redemption  Date and the Final  Expiration Date (as such
terms are  hereinafter  defined).  When  exercisable  each  Right  entitles  the
registered  holder to purchase from the Company one  one-hundredth of a share of
1998 Series A Junior Participating  Preferred Stock, par value $0.001 per share,
of  the  Company  (the  "Preferred  Shares"),  at a  price  of  $35.00  per  one
one-hundredth  of  a  Preferred  Share  (the  "Purchase   Price"),   subject  to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement (the "Rights  Agreement")  between the Company and Securities Transfer
Corporation, as Rights Agent (the "Rights Agent").

         Until  the  earlier  to  occur  of  (i)  10  days  following  a  public
announcement  that a person or group of  affiliated  or  associated  persons (an
"Acquiring Person") has acquired  beneficial  ownership of 15 percent or more of
the  outstanding  Common Shares and (ii) 10 business days (or such later date as
may be  determined  by action of the Board of Directors of the Company  prior to
such time as any person or group of affiliated or associated  persons becomes an
Acquiring Person) following the commencement of, or first public announcement of
an intention to commence,  a tender offer or exchange offer the  consummation of
which  would  result  in the  beneficial  ownership  by a  person  or  group  of
affiliated or associated persons of 15 percent or more of the outstanding Common
Shares (the earlier of such dates being herein referred to as the  "Distribution
Date"),  the Rights will be  evidenced,  with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share certificate
with a copy of this Summary of Rights attached thereto.

         The Rights Agreement  provides that,  until the  Distribution  Date (or
earlier redemption or expiration of the Rights),  the Rights will be transferred
with and only with the Common Shares.  Until the  Distribution  Date (or earlier
redemption or expiration of the Rights),  new Common Share  certificates  issued
after the Record  Date,  upon  transfer or new issuance of Common  Shares,  will
contain a notation  incorporating  the Rights Agreement by reference.  Until the
Distribution  Date (or earlier  redemption  or  expiration  of the Rights),  the
surrender for transfer of any certificates  for Common Shares  outstanding on or
after the Record Date,  even without such  notation or a copy of this Summary of
Rights being attached  thereto,  will also constitute the transfer of the Rights
associated with the Common Shares  represented by such  certificate.  As soon as
practicable  following the Distribution Date, separate  certificates  evidencing
the Rights ("Right Certificates")


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will be mailed to  holders  of  record of the  Common  Shares as of the close of
business on the  Distribution  Date and such separate Right  Certificates  alone
will evidence the Rights.

         The Rights are not exercisable until the Distribution  Date. The Rights
will expire on January 20, 2008 (the "Final Expiration Date"),  unless the Final
Expiration  Date is  extended  or unless  the  Rights are  earlier  redeemed  or
exchanged by the Company, in each case, as described below.

         The Purchase Price payable, and the number of Preferred Shares or other
securities  or  property  issuable,  upon  exercise of the Rights are subject to
adjustment  from time to time to  prevent  dilution  (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or  warrants  to  subscribe  for or  purchase  Preferred  Shares at a price,  or
securities  convertible into Preferred Shares with a conversion price, less than
the  then  current  market  price of the  Preferred  Shares  or  (iii)  upon the
distribution to holders of the Preferred  Shares of evidences of indebtedness or
assets  (excluding  regular  periodic  cash  dividends  paid out of  earnings or
retained  earnings or dividends  payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above).

         The number of outstanding  Rights and the number of one  one-hundredths
of a Preferred  Share  issuable  upon exercise of each Right are also subject to
adjustment  in the  event  of a stock  split  of the  Common  Shares  or a stock
dividend  on the  Common  Shares  payable  in  Common  Shares  or  subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.

         Preferred  Shares  purchasable  upon exercise of the Rights will not be
subject to redemption by the Company. Each Preferred Share will be entitled to a
minimum  preferential  quarterly  dividend payment of $.01 per share but will be
entitled to an aggregate  dividend of 100 multiplied times the dividend declared
per Common  Share.  In the event of  liquidation,  the  holder of the  Preferred
Shares will be entitled to a minimum  preferential  liquidation payment of $1.00
per share but will be entitled to an aggregate  payment of 100 multiplied  times
the payment made per Common  Share.  Each  Preferred  Share will have 100 votes,
voting  together with the Common  Shares.  Finally,  in the event of any merger,
consolidation  or other  transaction in which Common Shares are exchanged,  each
Preferred  Share will be  entitled to receive  100  multiplied  times the amount
received per Common Share. These rights are protected by customary  antidilution
provisions.

         Because of the nature of the Preferred  Shares'  dividend,  liquidation
and voting rights,  the value of the one  one-hundredth  interest in a Preferred
Share  purchasable  upon exercise of each Right should  approximate the value of
one Common Share.

         In the event that the Company is acquired in a merger or other business
combination  transaction  or 50  percent or more of its  consolidated  assets or
earning  power are sold  after a person  or group of  affiliated  or  associated
persons has become an Acquiring Person, proper


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provision will be made so that each holder of a Right will  thereafter  have the
right to receive,  upon the exercise  thereof at the then current exercise price
of the Right,  that number of shares of common  stock of the  acquiring  company
which at the time of such  transaction will have a market value of two times the
exercise price of the Right. In the event that any person or group of affiliated
or associated  persons becomes an Acquiring  Person,  proper  provision shall be
made so that each holder of a Right, other than Rights beneficially owned by the
Acquiring  Person (which will thereafter be null and void and  nontransferable),
will  thereafter  have the right to receive upon  exercise that number of Common
Shares of the Company  having a market value of two times the exercise  price of
the Right.

         At any time  after any  person  or group of  affiliated  or  associated
persons becomes an Acquiring  Person and prior to the acquisition by such person
or group of 50 percent or more of the  outstanding  Common Shares,  the Board of
Directors  of the Company may  exchange  the Rights  (other than Rights owned by
such person or group which will have become null and void and  nontransferable),
in  whole  or in  part,  at an  exchange  ratio  of  one  Common  Share,  or one
one-hundredth  of a  Preferred  Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and privileges),
per Right (subject to adjustment).

         With certain  exceptions,  no adjustment in the Purchase  Price will be
required  until  cumulative  adjustments  require an  adjustment of at least one
percent in such Purchase  Price.  The Company may, but shall not be required to,
issue  fractions  of a  Preferred  Share  (other  than  one  one-hundredth  of a
Preferred Share or any integral multiple thereof,  which may, at the election of
the Company,  be evidenced  by  depositary  receipts)  and in lieu  thereof,  an
adjustment  in cash  will be made  based on the  market  price of the  Preferred
Shares on the last trading day prior to the date of exercise.

         At any time prior to the close of business on the tenth day following a
public  announcement  that an  Acquiring  Person  has become  such an  Acquiring
Person,  the Board of  Directors  of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). From and
after the time that any person  becomes an  Acquiring  Person,  the  decision to
redeem the Rights  shall  require the  concurrence  of a majority of  Continuing
Directors.  The  redemption of the Rights may be made effective at such time, on
such  basis  and with such  conditions  as the  Board of  Directors  in its sole
discretion  may  establish.  The time at which the  Rights are  redeemed  by the
Company is herein referred to as the  "Redemption  Date."  Immediately  upon any
redemption  of the Rights,  the right to exercise the Rights will  terminate and
the only  right  thereafter  of the  holders of Rights  will be to  receive  the
Redemption Price.

         The term  "Continuing  Directors"  means  any  member  of the  Board of
Directors  of the  Company  who was a member of the Board prior to the time that
any person  became an  Acquiring  Person,  and any  person  who is  subsequently
elected to the Board if such person is  recommended or approved by a majority of
the  Continuing  Directors,  but shall not include an  Acquiring  Person,  or an
affiliate  or associate of an Acquiring  Person,  or any  representative  of the
foregoing entities.



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         At any time prior to the Distribution  Date and subject to the last two
sentences of this paragraph, the terms of the Rights may be amended by the Board
of  Directors  of the Company  without the consent of the holders of the Rights,
including without limitation an amendment to lower certain thresholds  described
above  to not less  than the  greater  of (i) the sum of 0.001  percent  and the
largest percentage of the outstanding Common Shares then known by the Company to
be beneficially owned by any person or group of affiliated or associated persons
and (ii) 10  percent.  From and  after  the  Distribution  Date and  subject  to
applicable law, the terms of the Rights may be amended by the Board of Directors
of the Company  without the consent of the holders of the Rights to, among other
things,  make any  other  provisions  in  regard to  matters  under  the  Rights
Agreement  that the Company may deem  necessary or desirable  and that shall not
adversely  affect the  interests  of the  holders of the Rights  (other  than an
Acquiring Person or an affiliate or associate of an Acquiring Person). The terms
of the Rights may not be amended to (i) reduce the  Redemption  Price (except as
required  by  antidilution  provisions)  or (ii)  provide  for an earlier  Final
Expiration  Date.  From and after such time as any person or group of affiliated
or associated  persons  becomes an Acquiring  Person any amendment or supplement
must be approved by a majority of Continuing Directors.

         Until a Right is exercised,  the holder thereof,  as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.

         The  Preferred  Shares  shall  rank,  with  respect  to the  payment of
dividends and as to  distributions  of assets upon  liquidation,  dissolution or
winding up of the Company,  junior to all other series of preferred stock of the
Company,  unless  the  Board of  Directors  of the  Company  shall  specifically
determine   otherwise   in  fixing  the  powers,   preferences   and   relative,
participating, optional and other special rights of the shares of any such other
series and the qualifications, limitations and restrictions thereof.

         A copy of the Rights  Agreement has been filed with the  Securities and
Exchange Commission as an Exhibit to a Form 8-K dated January 7, 1997. A copy of
the Rights Agreement is available free of charge from the Company.  This summary
description  of the Rights does not purport to be complete  and is  qualified in
its entirety by reference to the Rights Agreement,  which is hereby incorporated
herein by reference.



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Item 7.   Financial Statements and Exhibits.

        (a)        Exhibits

         4.1 Shareholder  Rights Agreement entered into as of January 6, 1998 by
             and between Magnum Hunter Resources,  Inc. and  Securities Transfer
             Corporation,  as Rights Agent.

        99.1 Press Release dated January 9, 1998



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                                   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/ Gary C. Evans
                                                BY:____________________________
                                                    Gary C. Evans
                                                    President and
                                                    Chief Executive Officer

                                                   
Dated:   January 9, 1998