United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                    Form 10-Q

(Mark one)
[X]      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the Quarterly Period Ended March 31, 2000
                                 --------------

[  ]     Transition Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the Transition Period from .......... to ..........


                     Commission File Number..........1-12508
                                     -------


                          MAGNUM HUNTER RESOURCES, INC.
                          -----------------------------
              Exact name of registrant as specified in its charter


         Nevada                                          87-0462881
---------------                                          ----------
State or other jurisdiction of               IRS employer identification No.
incorporation or organization


           600 East Las Colinas Blvd., Suite 1100, Irving, Texas 75039
           -----------------------------------------------------------
                     Address of principal executive offices

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


     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of May 9, 2000: 20,243,601.

<PAGE>

                         PART I -- FINANCIAL INFORMATION
                     --------------------------------------

Item 1.  Financial Statements
------------------------------

     The  consolidated  financial  statements of Magnum Hunter  Resources,  Inc.
("Magnum  Hunter"or the "Company") follow "Item 2.  Management's  Discussion and
Analysis of Financial Condition and Results of Operation".

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
          of Operation
--------------------------------------------------------------------------------

     The following  discussion and analysis  should be read in conjunction  with
Magnum Hunter's consolidated  financial statements and the notes associated with
them  contained  in its Form 10-K for the year ended  December  31,  1999.  This
discussion  should not be construed to imply that the results  discussed  herein
will necessarily  continue into the future or that any conclusion reached herein
will necessarily be indicative of actual operating  results in the future.  Such
discussion  represents only the best present  assessment by management of Magnum
Hunter.

     On  December  31,  1998,  the Company  through  its 100% owned  subsidiary,
Bluebird,  acquired from Spirit Energy 76 ("Spirit 76") natural gas reserves and
associated  assets in producing  fields  located in Oklahoma and Texas.  The net
purchase  price was  approximately  $25 million  after  certain  purchase  price
adjustments,  including preferential rights exercised by third parties and other
customary  adjustments.  As part of the capitalization of Bluebird,  the Company
contributed  1,840,271 units of TEL Offshore Trust. Bluebird is an "unrestricted
subsidiary",  as  defined  under  certain  credit  agreements,  and is neither a
guarantor of the  Company's  10% Senior Notes due 2007 nor can it be included in
determining  compliance  with certain  financial  covenants  under the Company's
credit agreements.  To finance the Spirit 76 acquisition,  Bluebird borrowed $26
million  under a bridge loan facility  with several  banks.  The bridge loan was
replaced  in June 1999 with  permanent  financing  from  banks  providing  for a
revolving credit facility of $75 million with an initial borrowing base of $41.5
million,  due June 2002 with  interest  rates based upon  either  "LIBOR" or the
"Base Rate" (Prime).  The loan is  non-recourse  to the Company.  In addition to
retiring the bridge loan, a portion of the proceeds from the permanent financing
was used to finance the  acquisition of properties from Vastar  Resources,  Inc.
("Vastar") discussed below.

     On  February  3, 1999,  the  Company  sold $50  million of its  Convertible
Preferred Stock in a private  placement to a natural gas utility.  The Preferred
Stock  has a  liquidation  value  of $50  million  and is  convertible  into the
Company's common stock at $5.25 per share.  Dividends on the preferred stock are
payable in cash at the rate of 8% per annum and are cumulative. The Company used
the net proceeds from the  transaction,  approximately  $46.3 million,  to repay
senior bank indebtedness.

     On June 8, 1999,  the Company  acquired  oil and gas  reserves  and related
assets from Vastar for a total  purchase  price of $32.5 million after  purchase
price adjustments.  The effective date of the acquisition was April 1, 1999. The
acquisition  included Vastar's interest in 476 wells, a gas processing plant and
two gas gathering systems located in the states of Texas, Oklahoma and Arkansas.

     On December 1, 1999,  the Company  acquired 50%  ownership  interest in the
Madill  Gas  Processing  Plant  and  associated  gathering  system  from  Dynegy
Midstream Services,  L.P., a wholly-owned subsidiary of Dynegy, Inc. This modern
cryogenic  plant includes  3,350  horsepower of high-speed  compression  and has
gas-processing  capacity of  approximately  18,000  Mcf/d.  The  facilities  are
located in Marshall and Bryan  counties,  Oklahoma.  The  effective  date of the
acquisition was November 1, 1999.

     The Company uses the full cost method of accounting  for its  investment in
oil and gas properties.  Under the full cost method of accounting,  all costs of
acquisition, exploration and development of oil and gas reserves are capitalized
into a "full cost pool" as incurred, and properties in the pool are depleted and
charged to operations using the unit-of-production  method based on the ratio of
current production to total proved oil and gas reserves. To the extent that such
capitalized costs (net of accumulated depreciation,  depletion and amortization)
less deferred taxes exceed the SEC PV-10 of estimated  future net cash flow from
Proved  Reserves of oil and gas, and the lower of cost or fair value

<PAGE>
of unproved properties after income tax effects, such excess costs are charged
to operations.  Once incurred, a write-down  of oil  and gas  properties  is not
reversible at a later date even if oil or gas prices increase. The Company's SEC
PV-10 property valuation at March 31, 2000 exceeded the capitalized cost at that
date.  Significant  downward  revisions  of quantity  estimates  or  significant
declines  in oil and gas  prices  which are not  offset by other  factors  could
possibly  result in write-down  for  impairment of oil and gas properties in the
future.

Results of Operations for the Three Month Periods Ended March 31, 2000 and 1999
-------------------------------------------------------------------------------

     The results of operations  for the three month period ended March 31, 2000,
included  three  months of  operations  for the Vastar and Dynegy  acquisitions,
while the  corresponding  period in 1999 did not. Unless otherwise  stated,  the
increases in the 2000 interim period over the 1999 period were substantially the
result  of  these  acquisitions  as well as the  Company's  successful  drilling
activities during the remainder of 1999 and the first quarter of 2000.

     Oil and natural gas sales were $21,365,000, an 89% increase over 1999 sales
of  $11,321,000.  The Company sold 370,000  barrels of oil, a 29% increase  over
1999 sales of 287,000  barrels of oil, and  4,994,000 Mcf of gas, a 10% increase
over 1999 sales of  4,551,000  Mcf.  The price  received  for oil was $21.73 per
barrel  and for  natural  gas was $2.67  per Mcf in 2000  versus an oil price of
$10.93 per barrel and a gas price of $1.80 per Mcf in 1999,  representing  a 99%
increase  in oil price and a 48%  increase  in gas price.  Oil and  natural  gas
production  lifting costs  increased 45% to $4,616,000 in 2000 while  production
taxes and other costs  increased 94% to $2,840,000 in 2000 compared to 1999. The
gross  operating  margin from oil and natural gas production was  $13,909,000 in
2000, a 109% increase over 1999 operating margin of $6,663,000. On an equivalent
unit basis, the gross margin was $1.93 per Mcfe in 2000 versus $1.06 in 1999, an
82%  increase.  The sales price  increased  64% to $2.96 per Mcfe in 2000 versus
$1.80 per Mcfe while production lifting costs increased 25% to $0.64 per Mcfe in
2000 from $0.51 per Mcfe in 1999.  Production  taxes and other costs,  including
overhead,  were  $0.39 per Mcfe in 2000  versus  $0.23  per Mcfe in 1999,  a 70%
increase. Total Mcfe sold increased 15% to 7,216,000 Mcfe in 2000 from 6,272,000
Mcfe in 1999.

     Gas gathering,  marketing,  and processing  revenues were $3,830,000 in the
2000 period, a 136% increase from 1999 revenues of $1,626,000,  principally as a
result of the Dynegy acquisition and the increase in natural gas and natural gas
liquids  prices.  Costs from these  activities  were  $2,776,000 in 1999, a 118%
increase from 1998 costs of $1,276,000. Gross operating margin was $1,054,000 in
2000 versus $350,000 in 1999, a 201% increase.  Net gathering system  throughput
decreased  15% to 16,679 Mcf per day in 2000  compared  to 19,639 Mcf per day in
1999 due to the sale of a  gathering  system  in 1999.  Net  natural  gas  plant
processing  throughput  was 18,469 Mcf per day in 2000 versus 15,085 Mcf per day
in 1999, a 22% increase.  The increase in net processing  plant throughput was a
result of the Dynegy acquisition completed in the fourth quarter of 1999 and was
partially  offset by a reduction in net throughput at the Company's McLean Plant
due  to a  contractual  payout.  During  December  1999  the  Company  completed
recoupment  of its  original  investment  in the  McLean  Plant and its share of
operating income reverted to 50% from the 100% applicable  during the recoupment
period.  Gross operating  margin from gathering  operations was $0.14 per Mcf of
throughput  for both three month periods of 2000 and 1999.  The gross  operating
margin  from  natural gas  processing  was $0.48 per Mcf of  throughput  in 2000
versus  $0.06 per Mcf of  throughput  in 1999 due to more  favorable  processing
economics as a result of higher natural gas liquids prices in the 2000 period.

     Revenues from oil field services and  international  sales were $198,000 in
2000 versus $158,000 in 1999. Operating costs increased to $115,000 in 2000 from
$71,000 in 1999. The gross  operating  margin was $83,000 in 2000 versus $87,000
in 1999.  Depreciation and depletion expense increased 16% to $5,971,000 in 2000
versus $5,148,000 in 1999.  General and  administrative  expense was $954,000 in
2000, a 39% increase from 1999. Operating profit increased 543% to $8,139,000 in
2000 from  $1,266,000 in 1998.  Equity in earnings of  affiliate,  net of income
tax,  was a profit of  $40,000 in 2000  versus a loss of $31,000 in 1999.  Other
income was $76,000 in 2000 versus $163,000 in 1999.  Interest expense  decreased
nine percent to $5,736,000 in 2000 from $6,317,000 in 1999. The Company provided
for deferred income taxes of $939,000 on income before tax and minority interest
of $2,519,000  in 2000 versus no benefit on a loss of  $4,919,000  in 1999.  The
Company  reported net income  applicable to common shares of $362,000,  or $0.02
per common share, basic and diluted,  in 2000 versus a loss applicable to common
shares of $5,795,000, or $0.29 per common share, basic and diluted, in 1999. The
Company  paid  $1,218,000  in dividends  on its  preferred  stock in 2000 versus
$833,000 paid or accrued in 1999.

                                       2
<PAGE>
Liquidity and Capital Resources
-------------------------------

     The Company has three principal operating sources of cash: (i) sales of oil
and gas, (ii) revenues from gas gathering,  processing, and marketing, and (iii)
revenues from petroleum management and consulting  services.  The Company's cash
flow is highly dependent upon oil and gas prices.  Decreases in the market price
of oil and gas could result in  reductions  of both cash flow and the  borrowing
base under the Company's Credit Facility,  which would result in decreased funds
available, including funds for capital expenditures.

     At  December  31,  1998,  the Company had  repurchased  625,600  shares for
approximately  $1.9 million  under the  previously  announced  stock  repurchase
program of up to one million shares at a cost not to exceed $4 million. In 1999,
the Company  purchased  an  additional  601,472  shares for  approximately  $1.7
million. In April 2000, the Company announced a stock repurchase program whereby
the Company or its  affiliates  are authorized to repurchase up to an additional
five percent (5%) of Magnum Hunter's outstanding common stock.

     In December 1998, the Company's 100% owned subsidiary,  Bluebird,  acquired
for approximately  $25 million,  certain natural gas reserves and related assets
from Spirit 76.  Additionally,  the Company capitalized  Bluebird with 1,840,271
units of TEL  Offshore  Trust.  To finance the Spirit 76  acquisition,  Bluebird
borrowed $26 million under a bridge loan facility with several banks. The bridge
loan was replaced in June 1999 with permanent financing from banks providing for
a revolving  credit  facility of $75 million with an initial  borrowing  base of
$41.5  million,  due three years from the date of closing  with  interest  rates
based upon either "LIBOR" or the "Base Rate" (Prime).  The loan is  non-recourse
to the  Company.  In  addition  to retiring  the bridge  loan,  a portion of the
proceeds from the permanent  financing  was used to finance the  acquisition  of
properties from Vastar discussed below.

     In February  1999,  the  Company  formed a  strategic  alliance  with ONEOK
Resources Company, a wholly-owned  subsidiary of a natural gas utility, and sold
$50 million of the Company's  Convertible  Preferred  Stock. The Preferred Stock
has a  liquidation  value of $50 million and is  convertible  into the Company's
common stock at $5.25 per share. Dividends on the Preferred Stock are payable in
cash at the rate of 8% per annum and are  cumulative.  The net proceeds of $46.3
million received from the sale of Preferred Stock were used to repay senior bank
indebtedness.

     On June 8, 1999,  the Company  acquired  oil and gas  reserves  and related
assets from Vastar for a total  purchase  price of $32.5 million after  purchase
price adjustments.  The effective date of the acquisition was April 1, 1999. The
acquisition  included Vastar's interest in 476 wells, a gas processing plant and
two gas gathering systems located in the states of Texas, Oklahoma and Arkansas.

     On December 1, 1999,  the  Company,  through  its  wholly-owned  subsidiary
Bluebird,  acquired a 50% ownership  interest in the Madill Gas Processing Plant
and  associated  gathering  system  from  Dynegy  Midstream  Services,  L.P.,  a
wholly-owned  subsidiary of Dynegy,  Inc. This modern  cryogenic  plant includes
3,350 horsepower of high-speed  compression and has  gas-processing  capacity of
approximately  18,000 Mcf/d.  The  facilities  are located in Marshall and Bryan
counties, Oklahoma. The effective date of the acquisition was November 1, 1999.

     In  connection  with the Madill  Gas Plant  acquisition,  Bluebird's  banks
increased  the  borrowing  base  under the  credit  agreement  to $45.0  million
effective November 30, 1999, subject to a provision to automatically  reduce the
borrowing  base to $41.5 million on March 31, 2000,  with further  reductions to
the borrowing base of $2.0 million to occur on June 30, 2000 and each subsequent
quarter-end.   Effective  March  27,  2000,  the  banks  suspended  the  various
requirements  of the  November 30, 1999  adjustment  to the  borrowing  base and
established a current  borrowing base for Bluebird of $43.5  million.  The banks
agreed to redetermine  the borrowing base and the need to reimplement  the other
requirements  of the  November 30, 1999  adjustment  upon the earlier of May 15,
2000,  or the  consummation  or  termination  of a proposed  sale of oil and gas
properties  owned  partially  by  Bluebird.   The  Company  believes  that  this
agreement,  along  with  cash  flow  from  operations,  provides  Bluebird  with
sufficient  liquidity  to meet  interest  payments  as well as to carry  out its
capital spending plans in 2000.

                                       3
<PAGE>

     The Company's borrowing base under its revolving credit line with banks was
$60,000,000  at March 31, 2000,  providing  $5,000,000 of  additional  borrowing
capacity at that date. The Company believes that this  availability,  along with
cash  flow  from  operations,  is  sufficient  to  meet  interest  and  dividend
requirements in 2000 as well as to carry out its capital spending budget plans.

     For the three months  ended March 31, 2000,  the Company had a net increase
in cash of $3.1 million. The Company's operating activities provided net cash of
$6.5  million,   principally  from  operating  income  before  depreciation  and
depletion.  The Company used $5.5 million in investing  activities,  principally
for  additions to property and  equipment.  Financing  activities  provided $2.1
million of cash,  principally  from the aggregate  proceeds from net  borrowings
under the Company's  and  Bluebird's  credit lines with banks.  The Company also
paid $1,218,000 in cash dividends on preferred stock.

Capital Requirements
--------------------

     For fiscal  2000,  the Company has budgeted  approximately  $25 million for
exploration and development activities,  including approximately $15 million for
participation  in exploration  projects in the shallow water area of the Gulf of
Mexico. The Company is typically not contractually obligated to proceed with any
of its budgeted  capital  expenditures  until it has  executed an Authority  For
Expenditure  ("AFE").  The amount and allocation of future capital  expenditures
will depend on a number of factors  that are not entirely  within the  Company's
control or ability to forecast,  including  drilling  results and changes in oil
and gas prices. As a result,  actual capital expenditures may vary significantly
from current expectations.

     Based upon the  Company's  anticipated  level of  operations,  the  Company
believes that cash flow from operations together with the availability under the
Credit Facility (approximately $5.0 million available as of March 31, 2000) will
be adequate to meet its anticipated  requirements for working  capital,  capital
expenditures  and scheduled  interest and dividend  payments for the foreseeable
future.

     In  addition,   the  Company's  wholly-owned   subsidiary,   Bluebird,  has
availability  under  its  own  credit  facility  (non-recourse  to the  Company)
approximately  $1.2  million as of March 31, 2000 on a  borrowing  base of $43.5
million.  Bluebird's banks had previously increased it's borrowing base to $45.0
million on November 30, 1999. However,  this increase was subject to a provision
to  automatically  reduce the borrowing base to $41.5 million on March 31, 2000,
with further  reductions to the borrowing  base of $2.0 million to occur on June
30, 2000 and each  subsequent  quarter-end.  Effective March 27, 2000, the banks
suspended the various  requirements  of the November 30, 1999  adjustment to the
borrowing  base and  established a current  borrowing base for Bluebird of $43.5
million.  The banks agreed to  redetermine  the  borrowing  base and the need to
reimplement the other  requirements of the November 30, 1999 adjustment upon the
earlier of May 15, 2000 or the consummation or termination of a proposed sale of
oil and gas properties  partially owned by Bluebird.  The Company  believes that
this agreement,  along with cash flow from  operations,  provides  Bluebird with
sufficient  liquidity  to meet  interest  payments  as well as to carry  out its
capital spending plans in 2000.

     In the normal course of business, the Company reviews opportunities for the
possible  acquisition of additional oil and gas reserves and activities  related
thereto. When potential acquisition opportunities are deemed consistent with the
Company's growth  strategy,  bids or offers in amounts and with terms acceptable
to the Company may be submitted. It is uncertain whether any such bids or offers
which may be submitted by the Company  from time to time will be  acceptable  to
the sellers. In the event of a future significant  acquisition,  the Company may
require additional financing or equity capital in connection therewith.

Inflation and Changes in Prices
-------------------------------

     During 1999, the Company experienced an increase in prices for crude oil of
18% and for natural gas of 7% compared to the  previous  year.  During the first
quarter  of 2000,  the  price  increase  realized  for crude oil was 99% and for
natural  gas was 48%  compared  to the first  quarter  of 1999.  The  results of
operations  and cash flow of the  Company  have been,  and will  continue to be,
affected by the volatility in oil and gas prices.  Should the Company experience
a significant
                                       4

<PAGE>

increase  in oil  and gas  prices that is sustained  over a prolonged period, it
would expect that there would  also be a corresponding  increase in oil and  gas
finding   costs,  lease    acquisition  costs,   and   operating    expenses.
Periodically,  the Company enters into futures,  options,  and swap contracts to
reduce the effects of fluctuations in crude oil and gas prices. It is the policy
of the Company not to enter into any such  arrangements  which exceed 75% of the
Company's anticipated oil and gas production during the next 12 months.

     The Company  markets  oil and gas for its own  account,  which  exposes the
Company  to  the  attendant  commodities  risk.  A  substantial  portion  of the
Company's gas production is currently sold to NGTS, LLC, a 30% owned  affiliate,
or  end-users  either on the spot market on a  month-to-month  basis,  at either
prevailing  spot market prices,  or under  long-term  contracts based on current
spot  market   prices.   The  Company   normally   sells  its  crude  oil  under
month-to-month contracts to a variety of different purchasers.

Hedging Activity
----------------

Crude Oil and Natural Gas Hedges

     Periodically,  the Company enters into futures, options, and swap contracts
to mitigate the effects of significant fluctuations in crude oil and gas prices.
At March 31, 2000, the Company had the following open contracts:
<TABLE>
<CAPTION>
<S>                  <C>                  <C>                   <C>                 <C>
                         Type             Volume/Month              Duration              Avg. Price

           Oil

                    Swap                       30,000 Bbl        Apr 00 - Dec 00              $17.60

                    Collar                     30,000 Bbl        Apr 00 - Jun 00      Floor - $18.00
                                                                                      Cap -   $24.50
                    Collar                     30,000 Bbl        Apr 00 - Jun 00      Floor - $18.00
                                                                                      Cap -   $26.00
                    Collar                     30,000 Bbl        Jul 00 - Sep 00      Floor - $18.00
                                                                                      Cap -   $24.00
                    Collar                     30,000 Bbl        Jul 00 - Sep 00      Floor - $18.00
                                                                                      Cap -   $24.65
                    Collar                     10,000 Bbl        Oct 00 - Dec 00      Floor - $19.00
                                                                                      Cap -   $26.21
           Gas

                    Collar               300,000 MMBtu          Apr 00 - Oct 00      Floor - $  1.80
                                                                                     Cap -   $  2.25
</TABLE>

     Net gains and (losses)  related to derivative  transactions for the periods
ended  March 31,  2000 and March 31,  1999  were  ($1,913,000)  and  $1,444,000,
respectively.   At  March  31,  2000,  the  unrealized   loss  from   derivative
transactions was $5,844,000.  Based upon daily crude oil (including  natural gas
liquids) and natural gas  production  at March 31, 2000,  approximately  59% and
30%,  respectively,  of the Company's total daily production was subject to some
form of hedging activity.

                                       5
<PAGE>

Interest Rate Swaps

     On June 30, 1999, the Company entered into two interest rate swaps in order
to shift a  portion  of the  fixed  rate bond debt to  floating  rate  debt,  to
capitalize on what was perceived as a market  overreaction  to pending  interest
rate  increases by the Federal  Reserve and to  effectively  lower interest rate
expense over the following twelve months.
<TABLE>
<CAPTION>
<S>                            <C>                 <C>                 <C>                      <C>

           Type                Notional Amount     Termination Date         Pay Rate              Receive Rate
--------------------------     ---------------     ----------------    -----------------        ----------------
Pay Variable/Receive Fixed       $50,000,000           06/01/02        LIBOR + 3.34%               10% fixed
                                                                       through 05/31/00

                                                                       LIBOR + 3.69%
                                                                       from 06/01/00 to
                                                                       06/01/02
Pay Fixed/Receive Variable       $50,000,000           06/01/00        9.16% fixed               LIBOR + 3.34%
</TABLE>

     The pay  variable/receive  fixed  swap has an early  termination  provision
granting the  counterparty  the right to terminate  the swap on June 1, 2000, in
exchange for a fee payment to the Company of $125,000.  As a result of these two
swaps, the Company saved  approximately  $105,000 in interest expense during the
three month period ended March 31, 2000. At March 31, 2000, the unrealized  loss
from interest rate derivative transactions was $753,000.

Year 2000 Compliance
--------------------

     Beginning in 1998,  the Company was involved in a program to be "Year 2000"
ready.  The program  involved  reviews of major  business,  financial  and other
information   systems,   including  equipment  with  embedded   microprocessors,
development of specific plans for modification or replacement of  date-sensitive
software  or  microprocessors,  execution  of such plans and the testing of such
systems to ensure their "Year 2000" readiness.  Included within the scope of the
program were contacts with key suppliers and customers to determine  their "Year
2000"  readiness  in order to ensure a steady flow of goods and  services to the
Company and  continuity  with respect to customer  service.  As a result of this
program,  there were no significant  occurrences of Year 2000-related  failures.
Additionally,  the Company does not anticipate that any  significant  subsequent
events will occur.

Recently Issued Accounting Pronouncements
-----------------------------------------

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments and Hedging Activities, which established a new model for accounting
for  derivatives and hedging  activities.  SFAS No. 133, which will be effective
for the Company's fiscal year 2001,  requires that all derivatives be recognized
in the balance sheet as either assets or liabilities and measured at fair value.
The  Statement  also requires that changes in fair value be reported in earnings
unless  specific  hedge  accounting  criteria  are met. The Company is currently
evaluating  the effect of the  adoption  of the  Statement  on its  consolidated
financial position and results of operations.

                                       6
<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (in thousands of dollars)
<TABLE>
<CAPTION>
<S>                                                                                <C>              <C>
                                                                                     March 31,      December 31,
                                                                                        2000            1999
                                                                                --------------------------------------
                                      ASSETS                                        (unaudited)
Current Assets
         Cash and cash equivalents                                                      $    4,616       $    1,565
         Restricted cash                                                                     1,310            2,145
         Accounts receivable
              Trade, net of allowance of $166 for 2000 and 1999                             12,768           10,203
              Due from affiliates                                                               82               48
         Notes receivable from affiliate                                                       673              902
         Current portion of long-term notes receivable, net of allowance of $790
           for 2000 and 1999                                                                    57               57
         Prepaid and other                                                                   1,297            1,296
                                                                                --------------------------------------
               Total Current Assets                                                         20,803           16,216
                                                                                --------------------------------------
Property, Plant, and Equipment
         Oil and gas properties, full cost method
               Unproved                                                                      3,899            3,567
               Proved                                                                      354,686          349,510
         Pipelines                                                                          12,475           12,462
         Other property                                                                      2,040            1,964
                                                                                --------------------------------------
         Total Property, Plant and Equipment                                               373,100          367,503
               Accumulated depreciation, depletion, amortization and impairment          (108,280)        (102,308)
                                                                                --------------------------------------
         Net Property, Plant and Equipment                                                 264,820          265,195
                                                                                --------------------------------------
Other Assets
         Deposits and other assets                                                           5,748            5,698
         Investment in unconsolidated affiliate                                              4,195            4,163
         Deferred tax asset                                                                 12,280           13,351
         Long-term notes receivable, net of imputed interest                                 1,514            1,487
                                                                                ---------------------------------------
         Total Assets                                                                  $   309,360       $  306,110
                                                                                =======================================
                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
         Trade payables and accrued liabilities                                         $   15,528       $   15,111
         Dividends payable                                                                     552              552
         Suspended revenue payable                                                           1,098            1,357
         Current maturities of long-term debt, with recourse                                    20                6
                                                                                ----------------------------------------
               Total Current Liabilities                                                    17,198           17,026
                                                                                ----------------------------------------
Long-Term Liabilities
         Long-term debt, with recourse, less current maturities                            195,034          193,000
         Long-term debt, non-recourse, less current maturities                              42,300           41,800
         Production payment liability                                                          436              460
Minority interest                                                                              184              184
Stockholders' Equity
         Preferred  stock -  $.001  par  value;  10,000,000  shares  authorized,
           216,000 designated as Series A; 80,000 issued and outstanding,
           liquidation amount $0                                                                 -                -
         1,000,000 designated as 1996 Series A Convertible; 1,000,000
           issued and outstanding, liquidation amount $10,000,000                                1                1
         50,000 designated as 1999 Series A 8% Convertible; 50,000 issued
           and outstanding, liquidation amount $50,000,000                                       -                -
         Common Stock - $.002 par value; 100,000,000 shares authorized,
           21,738,320 shares issued                                                             43               43
         Additional paid-in capital                                                        121,844          121,815
         Accumulated other comprehensive income                                            (1,869)          (2,046)
         Accumulated deficit                                                              (62,180)         (62,542)
                                                                                ----------------------------------------
                                                                                            57,839           57,271
Treasury stock, at cost (1,494,719 and 1,512,719 shares of common stock,                    (3,631)          (3,631)
respectively)                                                                   -----------------------------------------
Total Stockholders' Equity                                                                  54,208           53,640
                                                                                -----------------------------------------
Total Liabilities and Stockholders' Equity                                             $   309,360      $   306,110
                                                                                =========================================
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-1
<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)
                  (in thousands, except for per share amounts)
<TABLE>
<CAPTION>
<S>                                                                              <C>                   <C>
                                                                                      Three Months Ended
                                                                                          March 31,
                                                                                --------------------------------------
                                                                                   2000                1999
                                                                                --------------------------------------
Operating Revenues:
         Oil and gas sales                                                         $     21,365        $     11,321
         Gas gathering, marketing and processing                                          3,830               1,626
         Oil field services and international sales                                         198                 158
                                                                                --------------------------------------
                  Total Operating Revenues                                               25,393              13,105
                                                                                --------------------------------------

Operating Costs and Expenses:
         Oil and gas production lifting costs                                             4,616               3,193
         Production taxes and other costs                                                 2,840               1,465
         Gas gathering, marketing and processing                                          2,776               1,276
         Oil field services and international sales                                         115                  71
         Depreciation, depletion and amortization                                         5,971               5,148
         (Gain) loss on sale of assets                                                     (18)                   -
         General and administrative                                                         954                 686
                                                                                --------------------------------------
                  Total Operating Costs and Expenses                                     17,254              11,839
                                                                                --------------------------------------

Operating Profit                                                                          8,139               1,266

         Equity in earnings (loss) of affiliate, net of income tax                           40                (31)
         Other income                                                                        76                 163
         Interest expense                                                               (5,736)             (6,317)
                                                                                --------------------------------------

Net Income (Loss) before income tax and minority interest                                 2,519             (4,919)
         Provision for deferred income tax                                                 (939)                   -
                                                                                --------------------------------------

Net Income (Loss) before minority interest                                                1,580             (4,919)
         Minority interest in subsidiary earnings                                             -                (43)
                                                                                --------------------------------------

Net Income (Loss)                                                                         1,580             (4,962)

         Dividends Applicable to Preferred Stock                                        (1,218)               (833)
                                                                                --------------------------------------

Income (Loss) Applicable to Common Shares                                           $       362       $     (5,795)
                                                                                ======================================

Net Income (Loss)                                                                  $      1,580       $     (4,962)
Other Comprehensive Income (Loss), net of tax
         Unrealized Gain (Loss) on Investments                                              177               (128)
                                                                                --------------------------------------
Comprehensive Income (Loss)                                                        $      1,757       $     (5,090)
                                                                                ======================================
Income (Loss) per Common Share - Basic                                              $       .02       $      (0.29)
                                                                                ======================================
Income (Loss) per Common Share - Diluted                                            $       .02       $      (0.29)
                                                                                ======================================

Common Shares Used in Per Share Calculation
         Basic                                                                       20,242,612          20,282,674
                                                                                ======================================
         Diluted                                                                     20,548,639          20,282,674
                                                                                ======================================
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-2
<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                    For the Three Months Ended March 31, 2000
                                   (Unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>           <C>        <C>         <C>          <C>
                                                        Preferred Stock           Common Stock           Treasury Stock
                                                      Shares       Amount       Shares      Amount     Shares       Amount
                                                --------------------------------------------------------------------------------
Balance at December 31, 1999                          1,130,000    $  1         21,738,320   $  43     (1,512,719)   $ (3,631)
         Exercise of employees' common stock options                                                       18,000         -
          Dividends declared or accrued on
            preferred stock
         Net income (loss)
         Unrealized (loss) on investment
                                                --------------------------------------------------------------------------------
Balance at March 31, 2000                             1,130,000    $  1         21,738,320   $  43     (1,494,719)   $ (3,631)
                                                ================================================================================
</TABLE>
<TABLE>
<S>                                                                    <C>              <C>                     <C>

                                                                       Additional       Accumulated Other
                                                                        Paid-In           Comprehensive          Accumulated
                                                                        Capital           Income (Loss)            Deficit
                                                                -----------------------------------------------------------------
Balance at December 31, 1999                                           $ 121,815           $   (2,046)            $ (62,542)
                                                                =================================================================
         Exercise of employees' common stock options                          29
         Dividends declared or accrued on preferred stock                                                            (1,218)
         Net income (loss)                                                                                            1,580
         Unrealized (loss) on investment                                                          177
                                                                -----------------------------------------------------------------
Balance at March 31, 2000                                              $ 121,844           $   (1,869)            $ (62,180)
                                                                =================================================================
</TABLE>

     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3
<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                                   <C>           <C>

                                                                                     For the Three Months Ended
                                                                                              March 31,
                                                                                ---------------------------------------
                                                                                         2000          1999
                                                                                ---------------------------------------
   CASH FLOW FROM OPERATING ACTIVITIES:
            Net Income (loss)                                                          $  1,580       $ (4,962)
            Adjustments to reconcile net income (loss) to cash provided by
            (used for) operating activities:
                     Depreciation and depletion                                           5,971          5,148
                     Amortization of financing fees                                         240          1,414
                     Deferred income taxes                                                  939            -
                     Equity in (earnings)loss of affiliate                                  (40)            31
                     Minority interest                                                      -               43
                     Other                                                                  (18)           -
                     Changes in certain assets and liabilities
                              Accounts and notes receivable                              (2,370)          (462)
                              Other current assets                                           (1)           390
                              Accounts payable and accrued liabilities                      158           (554)
                                                                                ---------------------------------------
            Net Cash Provided By Operating Activities                                     6,459          1,048
                                                                                ---------------------------------------
   CASH FLOWS FROM INVESTING ACTIVITIES:
            Proceeds from sale of assets                                                    408            -
            Additions to property and equipment                                          (5,930)        (1,834)
            Loan made for long-term note receivable                                         (27)          (473)
            Payments received on long-term note receivable                                  -               66
                                                                                ---------------------------------------
            Net Cash Used In Investing Activities                                        (5,549)        (2,241)
                                                                                ---------------------------------------
   CASH FLOWS FROM FINANCING ACTIVITIES:
            Proceeds from the issuance of long-term debt and production payment          10,555          4,000
            Fees paid related to financing activities                                       (29)          (931)
            Payments of principal on long-term debt and production payment               (8,031)       (48,087)
            Payment of short-term notes payable                                             -           (2,000)
            Proceeds from issuance of preferred and common stock, net of offering            29         46,342
   costs
            Purchase of treasury stock                                                      -           (1,722)
            (Increase) Decrease in segregated funds for payment of notes payable            835           (565)
            Cash dividends paid                                                          (1,218)          (219)
                                                                                ---------------------------------------
            Net Cash Provided By (Used In) Financing Activities                           2,141         (3,182)
                                                                                ---------------------------------------
   NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                   3,051         (4,375)
   CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                       1,565          4,853
                                                                                ---------------------------------------
   CASH AND CASH EQUIVALENTS AT END OF PERIOD                                          $  4,616        $   478
                                                                                =======================================

     The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
                                      F-4
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION

     The  consolidated  balance  sheet as of March 31,  2000,  the  consolidated
statements of  operations  and  comprehensive  income for the three months ended
March 31, 2000 and 1999, the consolidated  statement of stockholders' equity for
the period ended March 31, 2000 and the  consolidated  statements  of cash flows
for the three months ended March 31, 2000 and 1999 are unaudited. In the opinion
of management,  all necessary  adjustments  (which include only normal recurring
adjustments)  have been made to present  fairly the financial  position at March
31, 2000, results of operations,  changes in stockholders' equity and cash flows
for the three month periods.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles general accepted in
the United  States of America have been  condensed  or omitted.  It is suggested
that  these  condensed  financial  statements  be read in  conjunction  with the
financial  statements and notes thereto included in the December 31, 1999 annual
report on Form 10-K for the  Company.  The results of  operations  for the three
month  period  ended  March 31,  2000,  are not  necessarily  indicative  of the
operating results for the full year.

     The accompanying  consolidated financial statements include the accounts of
the Company and its subsidiaries.  All significant intercompany transactions and
balances  have  been  eliminated  in  consolidation.  Certain  items  have  been
reclassified to conform with the current presentation.

     The Company is a holding  company with no significant  assets or operations
other than its investments in its subsidiaries. The wholly-owned subsidiaries of
the Company,  except for  Bluebird,  are direct  Guarantors of the Company's 10%
Senior Notes and have fully and unconditionally  guaranteed the Notes on a joint
and  several  basis.  The  Guarantors  comprise  all of the direct and  indirect
subsidiaries   of  the  Company   (other  than   Bluebird  and   inconsequential
subsidiaries),  and the Company has presented separate  condensed  consolidating
financial  statements  and  other  disclosures  concerning  each  Guarantor  and
Bluebird  (See Note 4).  Except for  Bluebird,  there is no  restriction  on the
ability of consolidated or unconsolidated  subsidiaries to transfer funds to the
Company in the form of cash dividends, loans, or advances.

NOTE 2 - RECENT EVENTS

     On April 17, 2000, the Company announced a stock repurchase program whereby
the Company or its  affiliates  are  authorized to repurchase up to five percent
(5%) of Magnum Hunter's outstanding common stock.

NOTE 3 - SEGMENT DATA

     The Company has three reportable  segments.  The Exploration and Production
segment is engaged in exploratory drilling and acquisition, production, and sale
of crude oil,  condensate,  and natural gas. The Gas  Gathering,  Marketing  and
Processing  segment is engaged in the gathering and  compression  of natural gas
from the wellhead,  the purchase and resale of natural gas which it gathers, and
the processing of natural gas liquids. The Oil Field Services segment is engaged
in the managing and operation of producing oil and gas  properties  for interest
owners.

     The Company's  reportable  segments are strategic business units that offer
different  products  and  services.  They are managed  separately  because  each
business requires different technology and marketing strategies. The Exploration
and Production  segment has six geographic  areas that are  aggregated.  The Gas
Gathering,  Marketing and Processing  segment includes the activities of the two
gathering systems and one natural gas liquids processing plant in two geographic
areas that are  aggregated.  The Oil Field  Services  segment has six geographic
areas that are  aggregated.  The reason for  aggregating  the segments,  in each
case,  is due to the  similarity  in  nature  of the  products,  the  production
processes, the type of customers, the method of distribution, and the regulatory
environments.

                                      F-5
<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

     The  accounting  policies  of the  segments  are the same as those  for the
Company as a whole. The Company  evaluates  performance  based on profit or loss
from operations  before income taxes. The accounting for intersegment  sales and
transfers is done as if the sales or transfers were to third  parties,  that is,
at current market prices.

     Segment  data for the periods  ended  March 31,  2000 and 1999  follows (in
thousands):
<TABLE>
<CAPTION>
<S>                                  <C>                     <C>                <C>          <C>         <C>           <C>
                                                              Gas Gathering,
                                     Exploration &             Marketing &      Oil Field
Three Months Ended March 31, 2000:     Production              Processing       Services     All Other   Elimination   Consolidated
------------------------------------------------------------------------------------------------------------------------------------
 Revenue from external customers        $  21,365              $    3,830       $   198        $   -       $             $  25,393
 Intersegment revenues                                              3,373         1,669            -        (5,042)            -
 Depreciation, depletion and                5,680                     218            68              5                       5,971
 amortization
 Segment profit (loss)                      8,255                     861          (117)          (860)                      8,139
 Equity earnings (losses) of affiliates                                                             40                          40
 Interest expense                                                                               (5,736)                     (5,736)
 Other income                                                                                       76                          76
                                                                                                                       -------------
 Loss before income taxes                                                                                                $   2,519
 Provision for deferred income tax                                                                (939)                       (939)
 benefit
 Minority interest                                                                                                             -
                                                                                                                       -------------
 Net income                                                                                                              $   1,580
                                                                                                                       =============

 Segment assets (as of March 31, 2000)  $ 274,031              $   17,186       $ 4,502        $13,641                   $ 309,360
 Equity subsidiary investments
   (as of March 31, 2000)                                                                        4,195                       4,195
 Capital expenditures (net of asset
   sales)                                   5,508                      13            20             56                       5,597
</TABLE>
<TABLE>
<CAPTION>
<S>                                      <C>             <C>                 <C>          <C>         <C>            <C>
                                                         Gas Gathering,
                                         Exploration &     Marketing &       Oil Field
    Three Months Ended March 31, 1999:     Production      Processing         Services    All Other   Elimination    Consolidated
------------------------------------------------------------------------------------------------------------------------------------
 Revenue from external customers           $  11,321       $   1,626          $   158     $   -          $  -          $ 13,105
 Intersegment revenues                           -             2,803            1,332         -          (4,135)            -
 Depreciation, depletion and                   4,934             163               47           4                         5,148
 amortization

 Segment profit (loss)                         1,029             150              671        (584)                        1,266
 Equity earnings (losses) of affiliates                                                       (31)                          (31)
 Interest expense                                                                          (6,317)                       (6,317)
 Other income                                                                                 163                           163
                                                                                                                    ----------------
 Loss before income taxes                                                                                              $ (4,919)
 Provision for deferred income tax                                                            -                             -
 benefit
 Minority interest                                                                            (43)                          (43)
                                                                                                                    ----------------
 Net loss                                                                                                              $ (4,962)
                                                                                                                    ================
 Segment assets (as of March 31, 2000)     $ 232,146       $  13,360          $ 4,327     $10,022                      $259,855
 Equity subsidiary investments
   (as of March 31, 2000)                                                                   4,235                         4,235
 Capital expenditures (net of asset
   sales)                                      1,811              16               29         -                           1,856
</TABLE>
                                      F-6
<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

NOTE 4 -- CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

     The Company and its wholly owned subsidiaries,  except Bluebird, are direct
Guarantors of the Company's 10% Senior Notes and have fully and  unconditionally
guaranteed  the Notes on a joint  and  several  basis.  Bluebird  was  formed in
December  1998 and first  reported  results of  operations  in fiscal  1999.  In
addition to not being a guarantor of the Company's  10% Senior Notes,  it cannot
be included in determining compliance with certain financial covenants under the
Company's credit agreements.  Condensed  consolidating financial information for
Magnum Hunter Resources, Inc. and subsidiaries as of March 31, 2000 and December
31,  1999,  and for the  three  months  ended  March 31,  2000 and 1999,  was as
follows:

                 Magnum Hunter Resources, Inc. and Subsidiaries
                     Condensed Consolidating Balance Sheets
<TABLE>
<CAPTION>
<S>                                           <C>                   <C>               <C>            <C>
                                                                  March 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                                Magnum Hunter          Bluebird                        Magnum Hunter
                                               Resources, Inc.       Energy, Inc.                     Resources, Inc.
Amounts in Thousands                          And Guarantor Subs    (Non Guarantor)    Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets                                     $     16,541         $    4,262      $     -          $   20,803
Property and equipment
  (using full cost accounting)                          210,860             53,960            -             264,820
Investment in subsidiaries
 (equity method)                                         14,833                -          (14,833)              -
Other assets                                                                                 (934)
                                                         24,211                460                           23,737
                                                ------------------------------------------------------------------------------------
   Total assets                                    $    266,445         $   58,682      $ (15,767)       $  309,360
                                                ====================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities                                $     16,583          $     615      $     -          $   17,198
Long-term liabilities                                   195,654             43,234           (934)          237,954
Shareholders' equity                                     54,208             14,833        (14,833)           54,208
                                                ------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity      $    266,445         $   58,682      $ (15,767)       $  309,360
                                                ====================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S>                                           <C>                  <C>                <C>              <C>
                                                               December 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
                                                Magnum Hunter          Bluebird                        Magnum Hunter
                                               Resources, Inc.       Energy, Inc.                     Resources, Inc.
Amounts in Thousands                          And Guarantor Subs    (Non Guarantor)    Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets                                    $    15,076         $    3,741       $  (2,601)        $   16,216
Property and equipment
  (using full cost accounting)                        211,159             54,036                            265,195
Investment in subsidiaries
 (equity method)                                       13,302                -           (13,302)               -
Other assets
                                                       24,189                510                             24,699
                                                ------------------------------------------------------------------------------------
   Total assets                                   $   263,726         $   58,287       $ (15,903)        $  306,110
                                                ====================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities                               $    16,442          $   3,185       $  (2,601)        $   17,026
Long-term liabilities                                 193,644             41,800                            235,444
Shareholders' equity                                   53,640             13,302         (13,302)            53,640
                                                ------------------------------------------------------------------------------------
   Total liabilities and shareholders' equity     $   263,726         $   58,287       $ (15,903)        $  306,110
                                                ====================================================================================
</TABLE>
                                      F-7
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

                 Magnum Hunter Resources, Inc. and Subsidiaries
                Condensed Consolidating Statement of Operations
<TABLE>
<CAPTION>
<S>                                         <C>                     <C>              <C>             <C>

                                                                  March 31, 2000
------------------------------------------------------------------------------------------------------------------------------------
                                                Magnum Hunter          Bluebird                        Magnum Hunter
                                               Resources, Inc.       Energy, Inc.                     Resources, Inc.
Amounts in Thousands                         And Guarantor Subs     (Non Guarantor)   Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------------------
Revenues                                        $     17,333          $    8,158       $   (98)         $   25,393
Expenses                                              17,279               5,693           (98)             22,874
                                        --------------------------------------------------------------------------------------------
Income before                                             54               2,465           -                 2,519
 Equity in net earnings of subsidiary                  1,531                 -          (1,531)                -
                                        --------------------------------------------------------------------------------------------
Income before income taxes                             1,585               2,465        (1,531)              2,519
Income tax provision                                      (5)               (934)          -                  (939)
                                        --------------------------------------------------------------------------------------------
  Net income                                    $      1,580          $    1,531       $(1,531)         $    1,580
                                        ============================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S>                                         <C>                     <C>              <C>             <C>

                                                                  March 31, 1999
------------------------------------------------------------------------------------------------------------------------------------
                                                Magnum Hunter          Bluebird                        Magnum Hunter
                                               Resources, Inc.       Energy, Inc.                     Resources, Inc.
Amounts in Thousands                         And Guarantor Subs     (Non Guarantor)   Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------------------
Revenues                                        $     11,256          $    1,928       $   (79)         $   13,105
Expenses                                              14,828               3,318           (79)             18,067
                                        --------------------------------------------------------------------------------------------
Loss before                                           (3,572)             (1,390)          -                (4,962)
 Equity in net loss of subsidiary                     (1,390)                -           1,390                 -
                                        --------------------------------------------------------------------------------------------
Loss before income taxes                              (4,962)             (1,390)        1,390              (4,692)
Income tax provision                                     -                   -             -                   -
                                        --------------------------------------------------------------------------------------------
  Net loss                                   $        (4,962)         $   (1,390)     $  1,390          $   (4,962)
                                        ============================================================================================
</TABLE>
                                      F-8
<PAGE>
                          PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

Number          Description of Exhibit
------          -----------------------
3.1 & 4.1       Articles of Incorporation (Incorporated by reference to
                Registration Statement on Form S-18, File No. 33-30298-D)
3.2 & 4.2       Articles of Amendment to Articles of Incorporation (Incorporated
                by reference to Form 10-K for the year ended December 31, 1990)
3.3 & 4.3       Articles of Amendment to Articles of Incorporation (Incorporated
                by reference to Registration Statement on Form SB-2,
                File No. 33-66190)
3.4 & 4.4       Articles of Amendment to Articles of Incorporation (Incorporated
                by reference to Registration Statement on Form S-3,
                File No. 333-30453)
3.5 & 4.5       By-Laws,  as  Amended  (Incorporated  by  reference  to
                Registration Statement on Form SB-2, File No.  33-66190) 3.6 &
                4.6 Certificate of Designation of 1996 Series A Preferred  Stock
                (Incorporated  by reference to Form 8-K dated December 26, 1996,
                filed January 3, 1997)
3.7 & 4.7       Amendment to Certificate of Designations for 1996 Series A
                Convertible Preferred Stock (Incorporated by reference to
                Registration Statement on Form S-3, File No. 333-30453)
3.8 & 4.8       Certificate of Designation for 1999 Series A 8% Convertible
                Preferred Stock (Incorporated by reference to Form 8-K,
                dated February 3, 1999, filed February 11, 1999)
4.9             Indenture  dated May 29, 1997 between  Magnum Hunter  Resources,
                the subsidiary guarantors named therein and First Union National
                Bank of North Carolina, as Trustee (Incorporated by reference to
                Registration Statement on Form S-4, File No. 333-2290)
4.10            Supplemental  Indenture  dated  January 27, 1999 between  Magnum
                Hunter  Resources,  the subsidiary  guarantors named therein and
                First  Union  National  Bank  of  North  Carolina,   as  Trustee
                (Incorporated  by reference to Form 10-K for the fiscal year-end
                December 31, 1998 filed April 14, 1999)
4.11            Form of 10% Senior Note due 2007 (Incorporated by reference to
                Registration Statement on Form S-4, File No. 333-2290)
10.1            Amended and Restated Credit Agreement, dated April 30, 1997,
                between Magnum Hunter Resources, Inc. and Bankers Trust
                Company, et al. (Incorporated by reference to Registration
                Statement on Form S-4, File No. 333-2290)
10.2            First Amendment to Amended and Restated Credit Agreement, dated
                April 30, 1997, between Magnum Hunter Resources, Inc. and
                Bankers Trust Company, et al. (Incorporated by reference to
                Registration Statement on Form S-4, File No. 333-2290)
10.3            Second Amendment to Amended and Restated Credit Agreement, dated
                April 30, 1997, between Magnum Hunter Resources,Inc. and Bankers
                Trust Company,  et al  (Incorporated by reference to Form 10-K
                for the fiscal year-end  December 31, 1998 filed April 14, 1999)
10.4            Third Amendment to Amended and Restated Credit Agreement, dated
                April 30, 1997, between Magnum Hunter Resources, Inc.
                and Bankers Trust Company, et al (Incorporated by reference to
                Form 10-K for the fiscal year-end December 31, 1998
                filed April 14, 1999)
10.5            Employment Agreement for Gary C. Evans (Incorporated by
                reference to Form 10-K for the fiscal year-end December 31,
                1999 filed March 30, 2000)
10.6            Employment Agreement for Matthew C. Lutz (Incorporated by
                reference to Form 10-K for the fiscal year-end
                December 31, 1999 filed March 30, 2000)
10.7            Employment Agreement for Richard R. Frazier (Incorporated by
                reference to Form 10-K for the fiscal year-end December 31, 1999
                filed March 30, 2000)
10.8            Stock Purchase Agreement among Magnum Hunter Resources, Inc. and
                Trust Company of the West and TCW Asset Management Company, in
                the capacities described herein, TCW Debt and Royalty Fund IVB
                and TCW Debt and Royalty Fund IVC, dated as of December 6, 1996
                (Incorporated by reference to Form 8-K dated December 26, 1996,
                filed January 3, 1997)

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<PAGE>
10.9            Purchase and Sale Agreement, dated February 27, 1997 among
                Burlington Resources Oil and Gas Company, Glacier Park
                Company and Magnum Hunter Production, Inc. (Incorporated by
                reference to Form 8-K, dated April 30, 1997, filed May 12, 1997)
10.10           Purchase and Sale Agreement between Magnum Hunter Resources,
                Inc. , NGTS, et al., dated December 17, 1997 (Incorporated by
                reference to Form 8-K, dated December 17, 1997, filed
                December 29, 1997)
10.11           Purchase and Sale Agreement dated November 25, 1998 between
                Magnum Hunter Production, Inc. and Unocal Oil Company of
                California (Incorporated by reference to Form 10-K for the
                fiscal year-end December 31, 1998 filed April 14, 1999)
10.12           Stock Purchase Agreement dated February 3, 1999 between ONEOK
                Resources Company and Magnum Hunter Resources, Inc.
                (Incorporated by reference to Form 8-K, dated February 3, 1999,
                filed February 11, 1999)
27*             Financial Data Schedule

* Filed herewith.

(B) Form 8-K's - None

                                       8
<PAGE>

                                    SIGNATURE

     In accordance with the requirements of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MAGNUM HUNTER RESOURCES, INC.



By /s/ Gary C. Evans                                              May 9, 2000
  -----------------------------------------------------
      Gary C. Evans
      President and Chief Executive Officer


By /s/ Chris Tong                                                 May 9, 2000
  -----------------------------------------------------
     Sr. Vice President and
     Chief Financial Officer


By  /s/ David S. Krueger                                          May 9, 2000
    ---------------------------------------------------
      David S. Krueger
      Vice President and
      Chief Accounting Officer


By /s/ Morgan F. Johnston                                         May 9, 2000
   --------------------------------------------------
      Morgan F. Johnston
      Vice President,  General Counsel and
      Secretary


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