EXHIBIT 10-3


            SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT


         This Second  Amendment to Amended and Restated  Credit  Agreement (this
"Amendment")  is dated as of  September  30, 1997,  by and among  MAGNUM  HUNTER
RESOURCES, INC., a Nevada corporation (the "Borrower"), each Bank (as defined in
the Credit Agreement),  BANKERS TRUST COMPANY,  individually,  as administrative
agent (in such  capacity,  together with its  successors in such  capacity,  the
"Administrative  Agent"),  and as an issuing bank, and BANQUE PARIBAS,  a French
bank acting through its Houston Agency,  individually,  as collateral  agent (in
such capacity,  together with its successors in such capacity,  the  "Collateral
Agent"),  and as  documentation  agent  (in  such  capacity,  together  with its
successors in such capacity, the "Documentation Agent").

                                R E C I T A L S:

         WHEREAS,  the  Borrower,  each  Bank then a party,  the  Administrative
Agent, the  Documentation  Agent, and First Union National Bank ("First Union"),
as collateral agent and syndication agent, entered into that certain Amended and
Restated  Credit  Agreement  dated as of April 30,  1997 (the  "Original  Credit
Agreement")  pursuant  to which the Banks have agreed to make  revolving  credit
loans  available to the Borrower under the terms and provisions  stated therein;
and

         WHEREAS,  the parties to the Original Credit  Agreement  entered into a
First  Amendment  to Amended  and  Restated  Credit  Agreement,  Resignation  of
Collateral Agent and Appointment of Substitute  Collateral Agent dated as of May
29, 1997 (together with the Original Credit Agreement,  the "Credit Agreement");
and

         WHEREAS, as of October 1, 1997,CIBC,Inc. became a Bank under the Credit
Agreement; and

         WHEREAS,  the Borrower has requested  that the Banks and the Agents (i)
increase the Borrowing Base to $65,000,000, (ii) increase the Commitment of each
Bank,  (iii)  amend the  Consolidated  Interest  Coverage  Ratio and (iv)  amend
certain provisions of the Credit Agreement; and

         WHEREAS,  the  Banks  and  the  Agents  are willing to amend the Credit
 Agreement as hereinafter provided; and

         WHEREAS, the Borrower, the Banks and the Agents now desire to amend the
Credit Agreement as herein set forth.



SECOND AMENDMENT TO CREDIT AGREEMENT - Page 1

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         NOW,  THEREFORE,  in consideration of the premises herein contained and
other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

     Section 1.1 Definitions.  Capitalized terms used in this Amendment,  to the
extent not  otherwise  defined  herein,  shall  have the same  meaning as in the
Credit Agreement, as amended hereby.

                                   ARTICLE II

                                   Amendments

     Section 2.1  Additional  Definitions.  Section 1.1 is amended by adding the
following definitions in alphabetical order:

     "Dissenting Bank" has the meaning assigned to it in Section 2.8(c) hereof.

     "Unused  Availability"  means an amount equal to the difference between the
Borrowing Base and (a) outstanding  Loans plus (b) outstanding  Letter of Credit
Liabilities.

     Section 2.2 Amendment to Definition of  Consolidated  Current  Assets.  The
definition of  "Consolidated  Current Assets" found in Section 1.1 is amended by
adding the following phrase at the end thereof: "plus Unused Availability".

     Section 2.3 Amendment to Definition of Majority  Banks.  The  definition of
"Majority  Banks" found in Section 1.1 is amended by deleting each  reference to
"75%" and inserting in lieu thereof references to "80%".

     Section 2.4 Amendment to Section 2.8.

     (a) Section  2.8(a) is amended by deleting  the second and third  sentences
thereof and inserting the following in lieu thereof:

     "Effective  October 1, 1997, the Borrowing  Base shall be  $65,000,000  and
shall be redetermined from time to time as provided herein."

     (b)  Section  2.8 is  further  amended by adding  thereto a new  subsection
reading as follows:



SECOND AMENDMENT TO CREDIT AGREEMENT - Page 2

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     "(c) In the event a Bank or Banks do not approve a proposed  Borrowing Base
or Borrowing Base determined after consultation,  but the Required Banks do, the
Administrative Agent and the Borrower may, but shall not be required to, replace
the Dissenting  Bank with an Eligible  Assignee within 90 days of the applicable
Determination  Date or date of  special  determination  and upon  payment to the
Dissenting  Bank of all of its Loans and  execution and delivery by the Eligible
Assignee of an Assignment and Acceptance, the Dissenting Bank shall no longer be
a Bank hereunder or have any Commitment or obligations to the Borrower."

     Section 2.5  Amendment to Section  10.3.  Section 10.3 is amended by adding
the following  phrase  immediately  after the word "Person"  found in the fourth
line thereof:  "except as specifically  permitted in Section 10.5 hereof" and by
changing the reference to "$1,000,000" to $1,500,000."

     Section 2.6 Amendment to Section 10.5.  Section 10.5 is amended by deleting
the word "The" from the first line and adding the  following  phrase  before the
word "Borrower" in said line: "Without the prior written consent of the Majority
Banks,  the" and by deleting the reference to "350,000"  found in the fifth line
thereof and inserting in lieu thereof a reference to "1,500,000".

     Section  2.7  Amendment  to Section  11.1.  Section  11.1 is amended in its
entirety to read as follows:

     "Section 11.1  Consolidated  Interest Coverage Ratio. The Borrower will not
permit its Consolidated  Interest Coverage Ratio, measured as of the last day of
any calendar quarter for the twelve month period then ended, to be less than (a)
1.80 to 1.0 at the end of any calendar  quarter  through March 31, 1998, (b) 2.0
to 1.0 at the end of any  calendar  quarter  from April 1, 1998 through June 30,
1998,  (c) 2.25 to 1.0 at the end of any  calendar  quarter  from  July 1,  1998
through  September  30,  1998  and (d)  2.50  to 1.0 at the end of any  calendar
quarter after September 30, 1998."

     Section  2.8  Amendment  to Section  11.4.  Section  11.4 is amended in its
entirety to read as follows:

     "Section 11.4 Debt to  Capitalization  Ratio.  Borrower will not permit its
Debt to  Capitalization  Ratio,  measured  as of the  last  day of any  calendar
quarter to be more than (a) 0.86 to 1.0 as of the end of any  calendar  quarter,
through  March  31,  1998,  (b) 0.75 to 1.0 as of the  last day of any  calendar
quarter  after March 31, 1998 through  September 30, 1998 and (c) 0.70 to 1.0 as
of the last day of any calendar quarter after September 30, 1998."

     Section 2.9 Increased Commitments.  The Commitments listed on the signature
pages to the Credit Agreement are hereby deleted,  and the new Commitments shall
be as set forth on the signature pages to this Amendment.



SECOND AMENDMENT TO CREDIT AGREEMENT - Page 3

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     Section  2.10  Borrower's  Area  Code.  The area  code  for the  Borrower's
telephone and telecopy  numbers found on the  Borrower's  signature  page to the
Credit Agreement is changed from "214" to "972".

     Section 2.11 New Notes.  The Borrower  agrees to execute new Notes in favor
of the Banks, in the principal amount of each such Bank's modified Commitment.


                                   ARTICLE III

                             Conditions to Precedent

     Section 3.1 Necessary Documentation. This Amendment shall be effective when
the Agent shall have received the following, each dated (unless otherwise noted)
the date hereof, in form and substance satisfactory to the Agents:

     (a) This Amendment executed by all parties;

     (b) Replacement Notes,  dated October 1, 1997,  executed by the Borrower in
respect of the  Assignment  and  Acceptance  from the remaining  Banks under the
Original Credit Agreement to CIBC, Inc.;

     (c) A  Certificate  of the Chief  Financial  Officer of the Borrower in the
form attached hereto as Annex I;

     (d) Notes executed by the Borrower  reflecting the  Commitments  set out on
the signature pages to this Amendment; and

     (e)  Resolutions  of the  Board  of  Directors  of the  Borrower  and  each
Obligated  Party,  certified  by its  Secretary  or  Assistant  Secretary,  that
authorized  the  execution and delivery of this  Amendment  and the  replacement
Notes.

     Section  3.2  Representations  and  Warranties.   All  representations  and
warranties contained in the Credit Agreement shall be true and correct on and as
of the date hereof with the same force and effect as if such representations and
warranties had been made on and as of such date.

     Section 3.3 Additional Documentation. The Agents shall have such additional
approvals,  opinions  or  documents  as the  Agents or their  counsel,  Winstead
Sechrest & Minick P.C., may reasonably request.




SECOND AMENDMENT TO CREDIT AGREEMENT - Page 4

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                                   ARTICLE IV

                                  Miscellaneous

     Section  4.1  Ratifications,  Representations  and  Warranties.  Except  as
expressly modified and superseded by this Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and
shall  continue in full force and effect.  The  representations  and  warranties
contained  herein and in all other Loan Documents,  as amended hereby,  shall be
true and correct as of, and as if made on, the date hereof.  The  Borrower,  the
Banks and the Agents  agree that the Credit  Agreement  as amended  hereby shall
continue to be legal,  valid,  binding and  enforceable  in accordance  with its
terms.

     Section 4.2 Reference to the Credit Agreement.  Each of the Loan Documents,
including the Credit  Agreement and any and all other  agreements,  documents or
instruments now or hereafter executed and delivered pursuant to the terms hereof
or pursuant to the terms of the Credit  Agreement as amended hereby,  are hereby
amended so that any  reference in such Loan  Documents  to the Credit  Agreement
shall mean a reference to the Credit Agreement as amended hereby.

     Section 4.3 Expenses. The Borrower agrees to pay on demand all expenses set
forth in Section 14.1 of the Credit Agreement.

     Section 4.4 Severability. Any provisions of this Amendment held by court of
competent  jurisdiction  to be  invalid  or  unenforceable  shall not  impair or
invalidate  the  remainder of this  Amendment  and the effect  thereof  shall be
confined to the provisions so held to be invalid or unenforceable.

     Section 4.5  Applicable  Law. This  Amendment and all other Loan  Documents
executed  pursuant  hereto shall be governed by and construed in accordance with
the laws of the State of New York.

     Section 4.6  Successors  and  Assigns.  This  Amendment is binding upon and
shall inure to the benefit of the Banks,  the Agents and the  Borrower and their
respective successors and assigns.

     Section 4.7  Counterparts.  This  Amendment  may be executed in one or more
counterparts,  each of which when so executed  shall be deemed to be an original
but all of  which  when  taken  together  shall  constitute  one  and  the  same
instrument.

     Section 4.8 Headings. The headings, captions, and arrangements used in this
Amendment are for convenience  only and shall not affect the  interpretation  of
this Amendment.

     Section 4.9 NO ORAL AGREEMENTS.  THIS AMENDMENT AND ALL OTHER  INSTRUMENTS,
DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION HEREWITH REPRESENT
THE FINAL AGREEMENT BETWEEN THE PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR,


SECOND AMENDMENT TO CREDIT AGREEMENT - Page 5

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     CONTEMPORANEOUS  OR SUBSEQUENT ORAL AGREEMENTS  BETWEEN THE PARTIES.  THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



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SECOND AMENDMENT TO CREDIT AGREEMENT - Page 6

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     EXECUTED as of the day and year first above written.

BORROWER:

MAGNUM HUNTER RESOURCES, INC.


By:
     Name:
     Title:


ADMINISTRATIVE AGENT:

BANKERS TRUST COMPANY



By
     Name:
     Title:

DOCUMENTATION AGENT
AND COLLATERAL AGENT:

BANQUE PARIBAS



By:
     Name:
     Title:


                                     - and -


By:
     Michael H. Fiuzat
     Vice President




SECOND AMENDMENT TO CREDIT AGREEMENT - Page 7

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ISSUING BANK:

BANKERS TRUST COMPANY



By
     Name:
     Title:


                                                     BANKS:

Commitment:                                          BANQUE PARIBAS
$46,875,000.00


                                       By:
                                      Name:
                                     Title:

                                     - and -


                                       By:
                                                     Michael H. Fiuzat
                                                     Vice President


Commitment:                                          BANKERS TRUST COMPANY
$46,875,000.00

                                       By:
                                      Name:
                                     Title:


Commitment:                                          CIBC, INC.
$31,250,000.00

                                       By:
                                      Name:
                                     Title:


SECOND AMENDMENT TO CREDIT AGREEMENT - Page 8

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                                           ACKNOWLEDGEMENT BY GUARANTORS


     Each of the  undersigned  Guarantors  hereby (i)  consents to the terms and
conditions of the Amendment, (ii) confirms and ratifies the terms of the Amended
and Restated Subsidiary Guaranty, (iii) acknowledges and agrees that its consent
is not required for the  effectiveness  of the Amendment and (iv) represents and
warrants that (a) no Default or Event of Default has occurred and is continuing,
(b) it is in full compliance with all covenants and agreements  pertaining to it
in the Credit Documents and (c) it has reviewed a copy of the Amendment.

              Executed as of September 30, 1997.


                                            GUARANTORS:

                                            HUNTER GAS GATHERING, INC.
                                            GRUY PETROLEUM MANAGEMENT CO.
                                            MAGNUM HUNTER PRODUCTION, INC.
                                            CONMAG ENERGY CORPORATION
                                            RAMPART PETROLEUM, INC.


                                            By:
                                            Name:
                                            Title:




SECOND AMENDMENT TO CREDIT AGREEMENT - Page 9