As Filed With The Securities and Exchange Commission on September 11, 2000
                                               Registration No. 333-____________


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM S-3

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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


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


            Nevada                                      87-0462881
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                       Identification No.)


   See "Table of Additional Registrants" on the following page for information
     relating to the subsidiaries of Magnum Hunter Resources, Inc. that may
      guarantee payments owed on the debt securities registered hereunder.


600 East Las Colinas Blvd., Suite 1100             MORGAN F. JOHNSTON
        Irving, Texas 75039                     Magnum Hunter Resources, Inc.
          (972) 401-0752                    600 E. Las Colinas Blvd., Suite 1100
 (Address, including zip code, and                  Irving, Texas  75039
     telephone number, including                      (972) 401-0752
     area code, of Registrant's         (Name, address, including zip code, and
    principal executive offices)       telephone number, including area code, of
                                                  of agent for service)
                                 ---------------
                                    Copy to:
                                DAVID E. MORRISON
                           Fulbright & Jaworski L.L.P.
                          2200 Ross Avenue, Suite 2800
                                  Dallas, Texas
                                   75201-2784
                                 _______________


      Approximate date of commencement of proposed sale to the public:   From
time to time  pursuant  to Rule 415 after  the  Registration  Statement  becomes
effective.
       If the only  securities  being  registered on this Form are being offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. []
       If any of the securities  being registered on this Form are to be offered
on a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act
of 1933 other than  securities  offered  only in  connection  with  dividend  or
interest reinvestment plans, check the following box. [X]
       If this Form is filed to register  additional  securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [] ________________
       If this Form is a post_effective  amendment filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering.
[]_______________________
       If delivery  of the  Prospectus  is expected to be made  pursuant to Rule
434, please check the following box. []

<PAGE>

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                     <C>                <C>                 <C>                <C>
--------------------------------------------------------------------------------------------------------------------
                                         Proposed Maximum   Proposed Maximum    Proposed Maximum
        Title of Each Class of             Amount to be      Offering Price    Aggregate Offering     Amount of
      Securities to be Registered         Registered (1)        Per Unit            Price (1)      Registration Fee
--------------------------------------------------------------------------------------------------------------------
Debt ..................................
--------------------------------------------------------------------------------------------------------------------
Common Stock...........................
--------------------------------------------------------------------------------------------------------------------
Preferred Stock .......................
--------------------------------------------------------------------------------------------------------------------
Depositary Shares .....................
--------------------------------------------------------------------------------------------------------------------
Warrants ..............................
--------------------------------------------------------------------------------------------------------------------
Guarantees (2) ........................
--------------------------------------------------------------------------------------------------------------------
    Total..............................$     _______(1)           100%          $ 200,000,000 (1)    $   52,800.00
 --------------------------------------------------------------------------------------------------------------------
</TABLE>

     (1)  Estimated  solely for the purpose of computing  the  registration  fee
pursuant to Rule 457(o).  Certain  information as to each class of securities to
be registered is not specified in accordance with General  Instruction  II.D. to
Form S-3 under the Securities Act of 1933, as amended.  We are  registering  for
issuance and sale an  indeterminate  dollar  amount of debt  securities,  common
stock,  preferred  stock,  depositary  shares and warrants.  In addition,  these
securities  may be issued  upon  conversion,  redemption,  or  exercise  of debt
securities, preferred stock, depositary shares or warrants.

     (2) Guarantees that may be provided by the subsidiaries named in the "Table
of Additional  Registrants"  listed below,  with respect to the Debt  Securities
registered  hereunder.  No  additional  consideration  will be received for such
guarantees.  Pursuant to Rule 457(n)  under the  Securities  Act, no  additional
filing fee is required in connection with such guarantees.

                      TABLE OF ADDITIONAL REGISTRANTS
                    UNDER REGISTRATION STATEMENT ON FORM S-3

     The  following   subsidiaries   of  Magnum  Hunter   Resources,   Inc.  are
co-registrants  under this  Registration  Statement for the purpose of providing
guarantees, if any, of payments on debt securities registered hereunder:

<TABLE>
<CAPTION>
<S>                                                          <C>                          <C>
                                                               JURISDICTION OF                   I.R.S.
NAME                                                            INCORPORATION              IDENTIFICATION NO.
----                                                            -------------              ------------------

Magnum Hunter Production, Inc..........................             Texas                      75-2589131

Hunter Gas Gathering, Inc..............................             Texas                      75-1222501

Gruy Petroleum Management Co...........................             Texas                      75-1074365
</TABLE>

     The Registrants  hereby amends this Registration  Statement on such date or
dates as may be  necessary  to delay its  effective  date until the  Registrants
shall file a further amendment which specifically  states that this Registration
Statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  Registration  Statement  shall become
effective on such date as the  Commission,  acting pursuant to Section 8(a), may
determine.
<PAGE>

                                EXPLANATORY NOTE

     This  registration   statement  contains  two  prospectuses   covering  the
offering,  issuance and sale of (i) debt securities,  guarantees,  common stock,
preferred stock, depositary shares and warrants of Magnum Hunter Resources, Inc.
("Basic Prospectus") and (ii) common stock of Magnum Hunter Resources, Inc. that
may be issued and sold under a sales  agreement  that Magnum  Hunter  Resources,
Inc.  intends  to enter into with RCG  Brinson  Patrick,  a  division  of Ramius
Securities,  LLC ("Sales Agreement  Prospectus").  The complete Basic Prospectus
immediately  follows  this  explanatory  note.  The Sales  Agreement  Prospectus
follows the Basic Prospectus included herein.

                 SUBJECT TO COMPLETION, DATED SEPTEMBER __, 2000

                                   PROSPECTUS

                                  $200,000,000

                          MAGNUM HUNTER RESOURCES, INC.

                                     [Logo]

                                 Debt Securities
                                  Common Stock
                                 Preferred Stock
                                Depositary Shares
                                    Warrants

     By this prospectus,  Magnum Hunter Resources,  Inc. may offer and sell from
time to time up to  $200,000,000  of debt  securities,  common stock,  preferred
stock,  depositary  shares,  warrants,  or  guarantees,  if any,  of our payment
obligations under any debt securities,  given by one or more of our subsidiaries
named in this prospectus, on terms to be determined at the time of the offering.
We will  provide  specific  terms of these  securities  in  supplements  to this
prospectus.  You should  read this  prospectus,  particularly  the Risk  Factors
beginning on Page 6, and any supplement carefully before you invest.

     Our common stock is listed on the American  Stock Exchange under the symbol
"MHR."

     This prospectus may not be used to sell securities unless  accompanied by a
supplement to this prospectus.

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

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

     You should rely only on the  information  contained in or  incorporated  by
reference  in this  prospectus  and in any  prospectus  supplement.  We have not
authorized anyone to provide you with different  information.  We are not making
an offer of these securities in any state where the offer is not permitted.  You
should not assume that the information contained in or incorporated by reference
in this  prospectus  is accurate as of any date other than the date on the front
of this prospectus or the applicable prospectus supplement.

     The information in this  preliminary  prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange  Commission becomes effective.  This prospectus
is not an offer to sell these  securities nor a solicitation  of an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.

     The Company's address and telephone number are: 600 East Las Colinas Blvd.,
Suite 1100, Irving, Texas 75039, (972) 401-0752.

               The date of this Prospectus is September ___, 2000.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
About This Prospectus ......... ...............................................2
Where You Can Find More Information............................................2
Disclosure Regarding Forward-Looking Statements................................3
The Company....................................................................4
       Certain Definitions.....................................................4
       What is Magnum Hunter Resources, Inc?...................................4
       What do we do?..........................................................4
       What is our business strategy?..........................................5
       Where are we located?...................................................6
       Where can I find additional information?................................6
Risk Factors...................................................................6
Ratio Of Earnings To Fixed Charges............................................12
Use Of Proceeds...............................................................12
Description of Debt Securities................................................12
       General................................................................13
       Non U.S. Currency .....................................................14
       Original Issue Discount Securities ....................................14
       Covenants .............................................................14
       Registration, Transfer, Payment and Paying Agent ......................15
       Ranking of Debt Securities ............................................16
       Global Securities .....................................................16
       Outstanding Debt Securities ...........................................16
       Redemption and Repurchase .............................................16
       Conversion and Exchange ...............................................17
       Consolidation, Merger and Sale of Assets ..............................17
       Events of Default .....................................................17
       Modifications and Waivers .............................................18
       Discharge, Termination and Covenant Termination .......................20
       Governing Law .........................................................20
       Regarding the Trustees ................................................20
Description of Capital Stock..................................................21
       Common Stock ..........................................................21
       Preferred Stock .......................................................21
       Anti-takeover Provisions ..............................................22
            Blank Check Preferred Stock.......................................22
            Stockholders' Rights Plan.........................................22
       Indemnification........................................................23
Description of Depository Shares..............................................23
Description of Warrants ......................................................24
Plan of Distribution .........................................................25
Legal Matters ................................................................27
Experts ......................................................................27

<PAGE>

                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission using a "shelf" registration  process.  Under
the shelf process,  we may sell any  combination of the securities  described in
this  prospectus  in one or  more  offerings  up to a  total  dollar  amount  of
$200,000,000.  This  prospectus  provides you with a general  description of the
securities  we may  offer.  Each  time we sell  securities,  we will  provide  a
prospectus  supplement that will contain specific information about the terms of
that  offering.  The  prospectus  supplement  may also  add,  update  or  change
information  contained in this prospectus.  You should read both this prospectus
and any prospectus  supplement,  together with additional  information described
under the heading  "WHERE YOU CAN FIND MORE  INFORMATION."  In this  prospectus,
when we use the terms "Magnum  Hunter,""we,"  "us," and "our," these terms refer
to Magnum  Hunter  Resources,  Inc.  and our  subsidiaries,  unless the  context
otherwise requires.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the Securities and Exchange  Commission.  You may read and copy
this  information at the Securities and Exchange  Commission's  public reference
rooms, which are located at:

    450 Fifth Street, NW                       7 World Trade Center, Suite 1300
    Washington, DC  20549                            New York, NY 10048

                       500 West Madison Street, Suite 1400
                             Chicago, IL 60661-2511

     Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.  This  information is also available  on-line through the SEC's
Electronic Data Gathering,  Analysis,  and Retrieval System (EDGAR),  located on
the SEC's web site (http://www.sec.gov).

     Also, we will provide you (free of charge) with any of our documents  filed
with the SEC. To get your free copies, please call or write:

      Michael McInerney
      Vice President Corporate Development & Investor Relations
      Magnum Hunter Resources, Inc.
      600 East Las Colinas Blvd., Suite 1100
      Irving, Texas 75039
      (972) 401-0752

     We have filed a  registration  statement  with the  Securities and Exchange
Commission on Form S-3 with respect to this offering.  This prospectus is a part
of the  registration  statement,  but the prospectus  does not repeat  important
information that you can find in the registration  statement,  reports and other
documents that we have filed with the Securities  and Exchange  Commission.  The
Securities and Exchange Commission allows us to "incorporate by reference" other
documents filed with the Securities and Exchange Commission, which means that we
can disclose  important  information to you by referring you to other documents.
The documents that are incorporated by reference are legally  considered to be a
part of this prospectus. The documents incorporated by reference are:

     (1)  Annual  Report  on Form 10-K for the year  ended  December  31,  1999;

     (2)  Quarterly  Reports on Form 10-Q for the periods  ended March 31, 2000,
          and June 30, 2000;

     (3)  Definitive Proxy Statement relating to our 2000 annual meeting of
          stockholders;

     (4) The  descriptions  of our common stock  contained  in our  registration
         statement filed under Section 12 of the Securities Exchange Act of
         1934; and
                                       2
<PAGE>
     (5) Any filings with the SEC pursuant to Section 13(a),  13(c), 14 or 15(d)
         of the Securities  Exchange Act of 1934 between the date of this
         prospectus and the expiration of this offering.

     As you read the  above  documents,  you may find  some  inconsistencies  in
information from one document to another.  If you find  inconsistencies  between
the documents, or between a document and this prospectus, you should rely on the
statements made in the most recent document.

     No action is being taken in any  jurisdiction  outside the United States to
permit a public offering of our securities or possession or distribution of this
prospectus in any such  jurisdiction.  Persons who come into  possession of this
prospectus in  jurisdictions  outside the United  States must inform  themselves
about and observe any  restrictions as to this offering and the  distribution of
this prospectus applicable in those jurisdictions.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes "forward-looking" statements within the meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
Exchange Act of 1934. All statements  other than statements of historical  facts
included  in this  prospectus,  including  statements  regarding  our  financial
position,  business strategy,  prospects, plans and objectives of our management
for future operations, and industry conditions, are forward-looking  statements.
Although we believe that the  expectations  reflected  in these  forward-looking
statements are reasonable,  we can give you no assurance that these expectations
will prove to be correct.

     Actual results may differ materially from anticipated  results for a number
of reasons, including:

                 o      drilling results;
                 o      oil and gas prices;
                 o      industry conditions;
                 o      the prices of goods and services;
                 o      the availability of drilling rigs and other
                        support services; and
                 o      the availability of capital resources.

     The information contained in this prospectus, the documents incorporated by
reference  into  this  prospectus,   and  the  prospectus  supplements  identify
additional  factors that could affect our operating results and performance.  We
urge you to carefully consider these factors.

                     [Rest of page intentionally left blank]
                                       3
<PAGE>
                                   THE COMPANY

Certain Definitions

     As used in this prospectus,  "Mcf" means thousand cubic feet,  "MMcf" means
million cubic feet, "Bcf" means billion cubic feet, "Bbl" means barrel,  "Mbbls"
means thousand barrels and "MMBbls" means million barrels. "BOE" means barrel of
oil  equivalent,  "Mcfe" means  thousand  cubic feet of natural gas  equivalent,
"MMcfe"  means  million  cubic feet of natural gas  equivalent  and "Bcfe" means
billion cubic feet of natural gas equivalent.  Natural gas equivalents and crude
oil equivalents are determined  using the ratio of six Mcf of natural gas to one
Bbl of crude oil, condensate or natural gas liquids. "Proved reserves" means the
estimated  quantities of oil, gas and natural gas liquids which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years  from  known  reservoirs  under  exiting  economic  and  operating
conditions.  "Reserve  life" is an estimate of the  productive  life of a proved
reservoir  and for purposes of this  prospectus  is  calculated  by dividing the
proved  reserves  (on an Mcfe  basis)  at the  end of the  period  by  projected
production  volumes for the next 12 months.  All  estimates of reserves,  unless
otherwise  noted,  are  reported  on  a  "net"  basis.   Information   regarding
production,  acreage and numbers of wells is set forth on a gross basis,  unless
otherwise noted.

What Is Magnum Hunter Resources, Inc.?

     Through our  subsidiaries,  we operate as an  independent  energy  company.
Magnum Hunter  Resources,  Inc. is a holding  company that owns interests in the
following entities:

     o Magnum  Hunter  Production,  Inc., a Texas  corporation,  of which Magnum
       Hunter owns 100%;

     o Gruy Petroleum Management Company , a Texas corporation,  of which Magnum
       Hunter owns 100%;

     o Hunter Gas Gathering,  Inc., a Texas corporation,  of which Magnum Hunter
       owns 100%;

     o TEL Offshore Trust, a trust created under the laws of Texas, of
       which Magnum Hunter owns approximately 40%;

     o Bluebird Energy,  Inc., an Oklahoma  corporation,  of which Magnum Hunter
       owns 100%;

     o Conmag Energy  Corporation,  a Texas corporation,  of which Magnum Hunter
       indirectly owns 100%;

     o Rampart  Petroleum  Inc., a Texas  corporation,  of which  Magnum  Hunter
       indirectly owns 100%;

     o NGTS,  LLC, a Texas  limited  liability  company,  of which Magnum Hunter
       indirectly owns 30%;

     o Swanson Consulting Services,  Inc., a Texas corporation,  of which Magnum
       Hunter indirectly owns 15%;

     o Aurion Technologies, Inc., a Delaware corporation, of which Magnum Hunter
       indirectly owns less than 10%; and

     o Mallard  Hunter LP, a Texas limited  partnership,  of which Magnum Hunter
       indirectly owns 1%.

What do we do?

     o We  exploit  and  develop,  acquire,  explore  and  operate  oil  and gas
properties  with a geographic  focus in the  Mid-Continent  Region,  the Permian
Basin and the Gulf Coast/Gulf of Mexico Region.
                                       4
<PAGE>

     o At December 31, 1999, we had an interest in 3,100 wells and had estimated
Proved Reserves of 383.2 Bcfe with an SEC PV-10 of $370.1 million. Approximately
74% of these  reserves  were Proved  Developed  Producing  Reserves and 48% were
attributable to the Mid-Continent  Region,  47% were attributable to the Permian
Basin,  and 5% were  attributable  to the Gulf  Coast/Gulf of Mexico Region.  At
December  31,  1999,  our  Proved  Reserves  had an  estimated  Reserve  Life of
approximately  14 years  and were 60%  natural  gas.  We serve as  operator  for
approximately  73% of our  properties,  based on the gross  number of  producing
wells in which we own an  interest  and 89% of our  properties,  based  upon the
year-end SEC PV-10 value.  Additionally,  we own over 480 miles of gas gathering
systems and a 50% or greater  ownership  interest in three gas processing plants
that are  located  adjacent  to  certain  of our  owned and  operated  producing
properties located in the states of Texas, Oklahoma and Arkansas.

     o In December 1995 we acquired all the  subsidiaries  of Hunter  Resources,
Inc., a Pennsylvania  corporation,  and the management of Hunter Resources, Inc.
assumed  operating  control  of  our  company.   The  new  management  initially
implemented  a business  strategy  that  emphasized  acquisitions  of long-lived
proved reserves with  significant  exploitation  and  development  opportunities
where we generally  could control the operation of the  properties.  Our company
has  recently  altered  this  strategy  by  complementing  its  acquisitions  of
long-lived  reserves by expanding its exploration efforts in the Gulf of Mexico.
Typically oil and gas production from fields located in the Gulf of Mexico has a
short reserve life with high production volumes.

     o  As  discussed  above,  we  have  recently   significantly  expanded  our
exploration  efforts.  In May 1999,  we entered  the Gulf of Mexico as a working
interest  participant  in new  exploratory  drilling on the shallow water shelf.
This new program  yielded  four new  discoveries  in six attempts in 1999 and is
expected  to continue to add  significantly  to reserves  and cash flow as these
successes are put on production.  Initial sales from one of our 1999 discoveries
commenced in February 2000.  Production  from other Gulf of Mexico  successes is
scheduled to commence  during late 2000 and into 2001.  We own an interest in 34
blocks in the Gulf of Mexico with working interest generally at the 25% level.

     o We also  presently  intend  to focus  on  additional  producing  property
acquisitions,   our  substantial   inventory  of  exploitation  and  development
opportunities and selected  exploratory  drilling prospects.  We have identified
over 700 development drilling locations (including both production and injection
wells)  on our  properties,  substantially  all of which  are  low-risk  in-fill
drilling opportunities.

What is our business strategy?

     To increase our  reserves,  production,  cash flow and  earnings  through a
program of (i) exploiting and developing acquired properties, (ii) strategically
acquiring proved reserves and (iii) selectively exploring additional fields. The
following are key elements of our strategy:

     o  Exploitation  and  Development  of  Existing   Properties.   We  have  a
substantial inventory of exploitation projects,  including development drilling,
workovers  and  recompletions.  We seek to maximize the value of our  properties
through development  activities,  including in-fill drilling,  waterflooding and
other enhanced recovery techniques.

     o Management of Operating  Costs. We emphasize  strict cost controls in all
aspects of our business and seek to operate our own properties when possible. By
operating  approximately  73% of our  properties  (based on the gross  number of
producing  wells in which we own an interest),  we are generally able to control
direct operating and drilling costs. This also allows us to manage the timing of
our development and exploration activities.

     o  Property  Acquisitions.  Although  we have  an  extensive  inventory  of
exploitation  and  development  opportunities,  we continue to pursue  strategic
acquisitions  that fit our objective of having proved reserves with  development
potential and operating control.

     o Expansion of Gas Gathering,  Processing and Marketing Operations. We have
implemented  several  programs to expand and increase the  efficiency of our gas
gathering systems and gas processing plants. We own over 70% and market directly
and indirectly  approximately  91% of the natural gas that moves through our gas
gathering  systems  and,  therefore,  benefit  from any  cost  and  productivity
improvements.  In  December  1997,  we  acquired  a 30%  interest  in NGTS,  LLC
("NGTS"),  a natural gas marketing company  marketing gas for third parties,  in
the amount of  approximately  350 MMcf per day as of  December  31,  1999.  NGTS
currently  markets  approximately  53% of the our natural gas. We will  consider
opportunities  to acquire or develop  additional  gas gathering  and  processing
facilities that are associated with our current production.
                                       5
<PAGE>
     o Exploration.  We are participating in drilling Gulf of Mexico exploratory
wells in an effort to add shorter-lived, higher output production to our reserve
mix. The use of 3-D seismic as a tool in our exploratory drilling in the Gulf of
Mexico has to date been highly effective.  We also attempt to align ourself with
active Gulf of Mexico industry partners who have similar  philosophies and goals
with respect to a "fast track" program in placing new production online. We also
have an active onshore exploration program  concentrated in our various areas of
operation.

Where are we located?

     The location of our corporate headquarters is:

                 Magnum Hunter Resources, Inc.
            600 East Las Colinas Blvd., Suite 1100
                      Irving, Texas 75039
                        (972) 401-0752

     We also maintain field production offices in Shamrock, Midland, Gainesville
and Abilene,  Texas;  Taylor,  Arkansas;  Hobbs, New Mexico;  and Oklahoma City,
Oklahoma.

Where can I find additional information?

     Additional  information  concerning us is included in our reports and other
documents incorporated by reference in this prospectus.  See "WHERE YOU CAN FIND
MORE INFORMATION."

                                  RISK FACTORS

Our substantial leverage could adversely affect us

We have a significant amount of debt

     We are highly leveraged,  with outstanding  long-term debt of approximately
$225 million  compared to  stockholders'  equity of $46.5 million as of June 30,
2000. Our level of indebtedness  affects our future operations.  Because we must
dedicate a substantial  portion of our cash flow from  operations to the payment
of interest on our debt, the cash flow is not available for other purposes.  The
covenants  contained  in  our  credit  facilities  require  us to  meet  certain
financial tests and limit our ability to borrow  additional  funds or to acquire
or dispose of assets.  Also, our ability to obtain  additional  financing in the
future may be impaired by our substantial leverage. Additionally, the senior (as
opposed to subordinated)  status of our 10% Senior Notes due 2007, our high debt
to equity ratio, and the pledge of substantially all of our assets as collateral
for our primary  credit  facility  will,  for the  foreseeable  future,  make it
difficult for us to obtain  financing on an unsecured basis or to obtain secured
financing other than certain "purchase money" indebtedness collateralized by the
acquired assets.

To service our indebtedness, we will require a significant amount of cash

     While we reported an  operating  profit for the six month period ended June
30, 2000 and for the year ended December 31, 1999, we reported an operating loss
for fiscal 1998,  and at June 30, 2000, we had an  accumulated  deficit of $59.9
million.  Our  ability to meet our  financial  covenants  and to make  scheduled
payments of principal  and interest to repay our  indebtedness  depends upon our
operating  results and our ability to obtain  financing.  However,  we cannot be
certain that our business will generate  sufficient cash flow from operations or
that future bank credit will be available in an amount  sufficient  to enable us
to service our  indebtedness  or make necessary  capital  expenditures.  In such
event,  we  would  need to  obtain  such  financing  from  the  sale  of  equity
securities,  other debt financing or the sale of certain of our  properties.  We
cannot predict whether any such financing will be available on terms  acceptable
to us.  If we are  not  able to  secure  such  financing,  we may not be able to
continue to implement our business strategy.
                                       6
<PAGE>

Despite our current indebtedness levels, we still may be able to incur more debt

     Our primary  credit  facility  limits our  borrowings  to a borrowing  base
amount determined by the lenders, in their sole discretion, based upon a variety
of factors,  including the amount of indebtedness  that our oil and gas reserves
and other  assets  can  adequately  support.  As of June 30,  2000,  we had $8.0
million of borrowing  available  under the borrowing base for our current credit
facility.  Our subsidiary  Bluebird Energy, Inc. has a revolving credit facility
which,  as of June 30,  2000,  had $400  thousand of borrowing  available.  This
credit  facility  is  non-recourse  to us. A  significant  decline in oil or gas
prices  below  their  current  levels  could  materially  adversely  affect  the
availability of funds under our credit facility.

We must maintain certain financial ratios

     Our primary credit facility also requires us to satisfy  certain  financial
ratios in the future.  One covenant  requires that we maintain a ratio of funded
indebtedness divided by the sum of funded indebtedness plus equity (the "Debt to
Capitalization  Ratio") of not more than 0.80 to 1.0. At June 30, 2000, we had a
Debt to  Capitalization  Ratio of 0.69 to 1.0. Another  covenant  requires us to
maintain a ratio of Consolidated  EBITDA to Interest  Expense (as defined in our
primary credit facility agreements) of not less than

     o 1.50 to 1.0 for the calendar  quarters ending  September 30, 1999 through
December 31, 2000;

     o 1.75 to 1.0 for the calendar  quarters ending March 31, 2000 through June
30, 2000; and

     o 2.00 to 1.0 for the  calendar  quarters  ending  September  30,  2000 and
thereafter.

     We had a ratio of Consolidated EBITDA to Interest Expense of 2.06 to 1.0 as
of June 30, 2000.  The  Consolidated  EBITDA to Interest  Expense  ratio is very
sensitive to oil and gas price levels,  and a lowering of product  prices in the
future might  jeopardize  our compliance  with this ratio.  We are attempting to
reduce this risk by the  acquisition  or drilling of higher cash flow  producing
properties (shorter reserve life) to somewhat offset our long-lived reserve base
or possibly monetizing certain of our non-strategic assets.

     If we fail to satisfy these  covenants or any of the other covenants in our
credit facilities,  that failure would constitute an event of default thereunder
and, subject to certain grace periods,  may permit the lenders to accelerate the
indebtedness  then outstanding  under the applicable  credit facility and demand
immediate repayment thereof.

Our business is dependent on conditions in the oil and gas industry,
   which can be volatile

     Our  revenues,  profitability  and the  carrying  value  of our oil and gas
properties depend  substantially  upon prevailing prices of, and demand for, oil
and gas and the costs of acquiring,  finding, developing and producing reserves.
Oil and gas prices also substantially affect our ability to maintain or increase
our borrowing capacity,  to repay current or future indebtedness,  and to obtain
additional  capital on attractive terms.  Historically,  the markets for oil and
gas have been  volatile and are likely to continue to be volatile in the future.
Prices for oil and gas fluctuate widely in response to:

     o relatively minor changes in the supply of, and demand for, oil and gas;

     o market uncertainty; and

     o a variety of additional factors, all of which are beyond our control.

     These factors include domestic and foreign political conditions,  the price
and availability of domestic and imported oil and gas, the level of consumer and
industrial demand, weather, domestic and foreign government relations, the price
and  availability  of alternative  fuels and overall  economic  conditions.  Our
production is  predominantly  weighted  toward gas, making our earnings and cash
flow more sensitive to gas price  fluctuations.  Also, our ability to market our
production  depends in part upon the  availability,  proximity  and  capacity of
gathering systems,  pipelines and processing  facilities.  Volatility in oil and
gas prices  could  affect our  ability to market  our  production  through  such
systems,  pipelines or facilities.  Currently, we sell substantially all our gas
production  to gas  marketing  firms or end users either on the spot market on a
month_to_month  basis at  prevailing  spot  market  prices  or  under  long_term
contracts  based on current spot market  prices.  An affiliate of ONEOK Inc. has
the right to market the undedicated natural gas we sell in the state of Oklahoma
until  February  2004 or such  earlier date as ONEOK  affiliates  cease to own a
specified  percentage  of our equity  securities.  ONEOK is currently  marketing
production from five wells for a total of 375 Mcf/d.
                                       7
<PAGE>
     Under the full cost accounting  method,  we are required to take a non-cash
charge against  earnings if capitalized  costs of  acquisition,  exploration and
development  (net of depletion,  depreciation and  amortization),  less deferred
income taxes,  exceed the present value of our proved  reserves and the lower of
cost or fair value of unproved  properties after income tax effects. As a result
of the severe  decline in oil and gas prices in 1998,  we  recognized a non_cash
impairment  of oil and gas  properties  of $42.7  million at  December  31, 1998
pursuant to such "ceiling"  test in the full cost method of accounting.  Certain
subsequent  improvements in pricing  reduced the amount of such charge.  Without
the benefit of these pricing improvements,  we would have incurred an impairment
of $81.2 million.  Once incurred,  a write-down of oil and gas properties is not
reversible at a later date even if oil and gas prices increase.

You should not place undue reliance on our reserve data because
   they are estimates

     The annual report  incorporated  by reference in this  prospectus  contains
estimates  of our oil and gas  reserves and the future net cash flows from those
reserves that were  prepared or audited by  independent  petroleum  consultants.
There are numerous  uncertainties  inherent in  estimating  quantities of proved
reserves of oil and gas and in  projecting  future rates of  production  and the
timing of development  expenditures,  including many factors beyond our control.
The estimates in this annual report rely on various assumptions,  including, for
example,  constant oil and gas prices, operating expenses,  capital expenditures
and  the  availability  of  funds,  and,  therefore,  are  inherently  imprecise
indications  of future net cash flows.  Actual  future  production,  cash flows,
taxes,   operating   expenses,   development   expenditures  and  quantities  of
recoverable  oil and gas reserves may vary  substantially  from those assumed in
the estimates.  Any significant  variance in these  assumptions could materially
affect the estimated quantity and value of reserves.  Additionally,  we may have
to revise our  reserves  based upon actual  production  performance,  results of
future  development  and  exploration,  prevailing  oil and gas prices and other
factors, many of which are beyond our control.

     You should not construe the present value of proved reserves referred to in
the annual report as the current market value of the estimated  proved  reserves
of oil and gas attributable to our properties. In accordance with Securities and
Exchange Commission requirements,  we have based the estimated discounted future
net cash flows from  proved  reserves  on prices and costs as of the date of the
estimate,  whereas  actual future prices and costs may vary  significantly.  The
following factors may also affect actual future net cash flows:

     o the timing of both production and related expenses;

     o changes in consumption levels; and

     o governmental regulations or taxation.


     In addition,  the  calculation  of the present value of the future net cash
flows using a 10% discount as required by the Securities and Exchange Commission
is not necessarily the most appropriate discount rate based on interest rates in
effect from time to time and risks  associated  with our reserves or the oil and
gas  industry  in  general.  Furthermore,  we may need to  revise  our  reserves
downward or upward based upon actual production,  results of future development,
supply  and  demand  for oil and gas,  prevailing  oil and gas  prices and other
factors.

Maintaining reserves and revenues in the future depends on successful
   exploration and development

     Our future success  depends upon our ability to find or acquire  additional
oil and gas reserves that are economically  recoverable.  Unless we successfully
explore or develop or acquire properties containing proved reserves,  our proved
reserves  will  generally  decline as we produce  them.  The decline rate varies
depending upon reservoir  characteristics and other factors.  Our future oil and
gas  reserves  and  production,  and,  therefore,  cash flow and income,  depend
greatly upon our success in  exploiting  our current  reserves and  acquiring or
finding additional  reserves.  We cannot assure you that our planned development
projects  and  acquisition  activities  will  result in  significant  additional
reserves or that we will successfully drill productive wells at economic returns
to replace our current and future production.
                                       8
<PAGE>

Our acquisitions involve certain risks

     We have  grown  primarily  through  acquisitions  and  intend  to  continue
acquiring oil and gas  properties in the future.  Although we review and analyze
the properties that we acquire,  such reviews are subject to  uncertainties.  It
generally is not possible to review in detail every individual property involved
in an  acquisition.  Ordinarily,  we  focus  our  review  on  the  higher_valued
properties.  However,  even a detailed  review of all properties and records may
not reveal  existing or  potential  problems.  Economics  dictate that we cannot
become  sufficiently  familiar  with all the  properties  to assess  fully their
deficiencies  and  capabilities.  We do not always conduct  inspections on every
well. Even when we do inspect a specific well, we cannot always detect potential
problems, such as mechanical integrity of equipment and environmental conditions
that may require significant remedial expenditures.

     We have begun to focus our  acquisition  efforts on larger  packages of oil
and gas  properties.  Acquisitions  of larger oil and gas properties may involve
substantially  higher costs and may pose additional issues regarding  operations
and  management.  We  cannot  assure  you  that we will be able to  successfully
integrate all of the oil and gas properties  that we acquire into our operations
or that we will achieve desired profitability objectives.

Our exploration and development activities are subject to significant risks

Our operations are subject to delays and cost overruns, and our
    activities may not be profitable

     We intend to  increase  our  exploration  activities  and to  continue  our
development   activities.   Exploratory   drilling  and,  to  a  lesser  extent,
developmental drilling of oil and gas reserves involve a high degree of risk. We
have recently  expanded,  and plan to increase our capital  expenditures  on our
exploration efforts,  which involve a higher degree of risk than our development
activities.  It  is  possible  that  we  will  not  obtain  adequate  commercial
production  or that  drilling  and  completion  costs  will  exceed the value of
production.  The  cost of  drilling,  completing  and  operating  wells is often
uncertain.  Numerous  factors,  including  title problems,  weather  conditions,
compliance  with  governmental  requirements  and  shortages  or  delays  in the
delivery  of  equipment,  may  curtail,  delay or  cancel  drilling  operations.
Furthermore,  completion of a well does not assure a profit on the investment or
a recovery of drilling, completion and operating costs.

We conduct  waterflood projects and other secondary recovery operations

     Secondary recovery operations involve certain risks,  especially the use of
waterflooding  techniques,  and drilling activities in general. Our inventory of
development  prospects  includes  waterflood  projects.   With  respect  to  our
properties  located  in  the  Permian  Basin,  we  have  identified  significant
potential  expenditures  related to  further  developing  existing  waterfloods.
Waterflooding  involves  significant capital  expenditures and uncertainty as to
the total amount of recoverable  secondary reserves.  In waterflood  operations,
there is generally a delay  between the  initiation  of water  injection  into a
formation containing hydrocarbons and any increase in production.  The operating
cost per unit of production of  waterflood  projects is generally  higher during
the initial  phases of such projects due to the purchase of injection  water and
related costs.  Costs are also higher during the later stages of the life of the
project as crude oil production declines.  The degree of success, if any, of any
secondary  recovery program depends on a large number of factors,  including the
amount of primary  production,  the porosity and  permeability of the formation,
the  technique  used,  the  location of  injector  wells and the spacing of both
producing and injector wells.

We are subject to casualty risks in our onshore and offshore activities

     Our oil and gas business  involves a variety of operating risks,  including
unexpected  formations or pressures,  uncontrollable flows of oil, gas, brine or
well  fluids  into  the  environment  (including   groundwater   contamination),
blowouts, fires, explosions,  pollution,  marine hazards and other risks, any of
which could cause  personal  injuries,  loss of life,  damage to properties  and
substantial  losses.  Although we carry  insurance at levels that we believe are
reasonable, we are not fully insured against all risks. We do not carry business
interruption insurance except on rare occasions.  Losses and liabilities arising
from uninsured or  under-insured  events could  materially  affect our financial
condition and operations.
                                       9
<PAGE>

We hedge our oil and gas production

     As of  June  30,  2000,  we had  hedged  approximately  (i)  10% of our gas
production through December 31, 2000, and (ii) 48% of our oil production through
December  31,  2000.  These  hedges  have  in  the  past  involved  fixed  price
arrangements  and other price  arrangements  at a variety of prices,  floors and
caps.  We have in the past and may in the future  enter into oil and gas futures
contracts,  options and swaps. Our hedging activities,  while intended to reduce
our  sensitivity  to changes in market  prices of oil and gas,  are subject to a
number of risks  including  instances in which we or the  counterparties  to our
hedging contracts could fail to perform. Additionally, the fixed price sales and
hedging contracts limit the benefits we will realize if actual prices rise above
the contract prices.

Our operations are subject to many laws and regulations

     The oil and gas industry is heavily regulated.  Extensive  federal,  state,
local and  foreign  laws and  regulations  relating to the  exploration  for and
development,  production,  gathering  and  marketing  of oil and gas  affect our
operations.  Some of the regulations  set forth standards for discharge  permits
for drilling  operations,  drilling  and  abandonment  bonds or other  financial
responsibility  requirements,  reports  concerning  operations,  the  spacing of
wells,  unitization  and pooling of properties and taxation.  From time to time,
regulatory agencies have imposed price controls and limitations on production by
restricting  the  rate of flow of oil and  gas  wells  below  actual  production
capacity to conserve supplies of oil and gas.

     Numerous  environmental laws, including but not limited to, those governing
management  of waste,  protection  of  water,  air  quality,  the  discharge  of
materials into the environment, and preservation of natural resources impact and
influence our operations. If we fail to comply with environmental laws regarding
the discharge of oil, gas, or other materials into the air, soil or water we may
be subject to liabilities to the government and third parties,  including  civil
and  criminal  penalties.  These  regulations  may  require us to incur costs to
remedy the  discharge.  Laws and  regulations  protecting the  environment  have
become more stringent in recent years, and may, in certain circumstances, impose
retroactive,  strict, and joint and several liability,  potentially resulting in
liability for environmental  damage regardless of negligence or fault. From time
to time,  we have agreed to indemnify  sellers of producing  properties  against
certain liabilities for environmental claims associated with such properties. We
cannot  assure  you  that  new  laws or  regulations,  or  modifications  or new
interpretations   of  existing   laws  and   regulations,   will  not   increase
substantially  the  cost  of  compliance  or  adversely  affect  our oil and gas
operations and financial  condition.  Material  indemnity  claims may also arise
with respect to  properties  acquired by or from us. While we do not  anticipate
incurring  material  costs  in  connection  with  environmental  compliance  and
remediation, we cannot guarantee that we will not incur material costs.

We are subject to substantial competition, and this competition may
   adversely affect our operations

     We encounter substantial competition in acquiring properties,  drilling for
new reserves,  marketing oil and gas,  securing trained  personnel and operating
our  properties.  Many  competitors  have  financial  and other  resources  that
substantially   exceed  our  resources.   Our   competitors   in   acquisitions,
development, exploration and production include major oil companies, natural gas
utilities,  numerous  independents,   individual  proprietors  and  others.  Our
competitors  may be able to pay more  for  desirable  leases  and may be able to
evaluate,  bid for and purchase a greater number of properties or prospects than
our financial or personnel resources will permit.

Our business may be adversely affected if we lose our key personnel

     We depend greatly upon three key individuals within our management: Gary C.
Evans,  Matthew C. Lutz and Richard R. Frazier.  The loss of the services of any
one of these individuals could materially impact our operations.

The market price of our common  stock could be adversely  affected by sales
        of  substantial  amounts of common stock in the public market or the
        perception that such sales could occur

     We are authorized to issue up to 100,000,000  shares of common stock. As of
June 30, 2000,  20,114,569  shares were issued and  outstanding,  and 14,304,402
shares were reserved for issuance upon the conversion of shares of our preferred
stock and upon the exercise of certain outstanding warrants and options. We also
reserve  10,512,149  shares for issuance upon exercise of the warrants issued in
June 1999. Issuing additional shares of common stock pursuant to such conversion
rights,   outstanding   warrants,   options  and   warrants   would  reduce  the
proportionate  ownership and voting rights of the
                                       10
<PAGE>
     common stock then outstanding. Our existing management and their affiliates
owned  2,853,644  shares of common stock as of March 15,  2000,  that may in the
future be sold in compliance  with Rule 144 adopted under the  Securities Act of
1933. In addition, our primary credit facility contains a debt to capitalization
ratio covenant  requiring us to maintain a ratio of .80 to 1.0. The  possibility
that  substantial  amounts of common stock may be sold in the public  market may
adversely  affect  prevailing  and future market prices for the common stock and
could impair our ability to raise capital through the sale of equity  securities
in the future.

We have never paid cash dividends on our common stock

     We have  never  paid any cash  dividends  on the  common  stock  and do not
anticipate  paying dividends on the common stock in the foreseeable  future.  We
intend to reinvest all available funds for the  development of our business.  In
addition,  we cannot pay any  dividends  on our common stock unless and until we
pay all dividends payable on outstanding preferred stock, which have in the past
been paid on a timely  basis.  Our primary  credit  facility  and the  indenture
governing  our 10%  Senior  Notes due 2007 also  restrict  the  payment  of cash
dividends on certain securities.

Provisions  in  our  charter  and  bylaws  may  affect  your  rights  as  a
        stockholder  and limit the price some investors  might be willing to pay
        for our common stock

We have outstanding preferred stock and have the ability to issue more

     Our common stock is  subordinate  to all  outstanding  classes of preferred
stock in the payment of dividends and other  distributions  made with respect to
the stock,  including  distributions  upon  liquidation or dissolution of Magnum
Hunter. Our Board of Directors is authorized to issue up to 10,000,000 shares of
preferred stock without first obtaining shareholder approval,  except in limited
circumstances.  We have  previously  issued several  series of preferred  stock,
although only the 1996 Series A Convertible  Preferred Stock and the 1999 Series
A 8% Convertible  Preferred Stock are currently  outstanding.  On June 30, 2000,
the holders of our 1996 Series A Convertible  Preferred Stock agreed to exchange
the  convertible  preferred  securities  for (i)  900,000  warrants  to purchase
restricted  shares of our common  stock at an exercise  price of $5.25 per share
with an  expiration  date of June 30, 2003 and (ii) payment of $10 million.  The
convertible  preferred  stock was  transferred to our  wholly-owned  subsidiary,
Bluebird Energy,  Inc. If we designate or issue other series of preferred stock,
it will create  additional  securities  that will have dividend and  liquidation
preferences  over the common stock. If we issue  convertible  preferred stock, a
subsequent conversion may dilute the current shareholders' interest.

Certain anti-takeover provisions may affect your rights as a stockholder

     Our Articles of  Incorporation  and Bylaws include certain  provisions that
may encourage persons considering  unsolicited tender offers or other unilateral
takeover  proposals to negotiate with our Board of Directors  rather than pursue
non_negotiated  takeover  attempts.  These provisions  include authorized "blank
check"  preferred  stock and the  availability of authorized but unissued common
stock.  In addition,  on January 9, 1998, we adopted a shareholder  rights plan.
Under the shareholder  rights plan, the rights initially  represent the right to
purchase  one  one-hundredth  of a share of 1998  Series A Junior  Participating
Preferred Stock for $35.00 per one  one-hundredth  of a share. The rights become
exercisable only if a person or a group acquires or commences a tender offer for
15% or more of our common  stock.  Until they become  exercisable,  these rights
attach  to and  trade  with our  common  stock.  The  rights  issued  under  the
shareholder  rights plan expire January 20, 2008.  Issuing  preferred  stock may
delay  or  prevent  a  change  in  control  of  Magnum  Hunter  without  further
shareholder  action and may  adversely  affect the rights and powers,  including
voting rights,  of the holders of common stock.  In certain  circumstances,  the
issuance of preferred  stock could depress the market price of the common stock.
In  addition,  a change  of  control,  as  defined  under the 10%  Senior  Notes
indenture,  would  entitle the  holders of our 10% Senior  Notes due 2007 to put
those notes to Magnum  Hunter under the indenture  governing  such notes and the
lenders to  accelerate  payment  of  outstanding  indebtedness  under our credit
facility. Both of these events could discourage takeover attempts by making such
attempts more expensive.
                                       11
<PAGE>

Potential problems related to the year 2000 may adversely affect our business

     Beginning  in 1998,  Magnum  Hunter 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 Magnum
Hunter and  continuity  with  respect to customer  service.  As a result of this
program,  there were no significant  occurrences of Year 2000-related  failures.
Additionally,  we do not anticipate that any significant  subsequent events will
occur.

                       RATIO OF EARNINGS TO FIXED CHARGES

     The following table contains our  consolidated  ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.

                                                         YEAR ENDED DECEMBER 31,
<TABLE>
<CAPTION>
<S>                                        <C>        <C>          <C>        <C>      <C>        <C>

                                           1995 (1)     1996       1997     1998 (1)    1999       June 30, 2000
                                           ----         ----       ----     ----        ----       -------------

Ratio of earnings to fixed charges.......    _          1.15x      0.62x      -         0.58x          1.42x
Ratio of fixed charges plus dividends to
earnings.................................    _          0.87x      1.41x      -         1.72x          0.72x
</TABLE>

     (1) We had a loss  for the  years  ended  December  31,  1995  and 1998 for
purposes of computing these ratios. Earnings for such years were insufficient to
cover fixed charges by approximately $948,000 and $42,445,000, respectively.

     For purposes of computing the ratios,  the earnings  calculation is: income
before  taxes  +  fixed  charges  -  capitalized  interest.  The  fixed  charges
calculation is: net interest  expense + capitalized  interest + interest portion
of rental expense.

                                 USE OF PROCEEDS

     Unless we specify otherwise in an accompanying  prospectus  supplement,  we
intend to use the net proceeds we receive from the sale of securities offered by
this prospectus and the accompanying  prospectus supplement for the repayment of
debt  under  our  credit  lines  and for  general  corporate  purposes.  General
corporate  purposes may include  additions to working  capital,  development and
exploration expenditures or the financing of possible acquisitions.

     The net proceeds may be invested  temporarily until they are used for their
stated purpose.

                         DESCRIPTION OF DEBT SECURITIES

     This  section  describes  the  general  terms  and  provisions  of the debt
securities  which  may be  offered  by us from  time  to  time.  The  applicable
prospectus  supplement  will describe the specific terms of the debt  securities
offered by that prospectus supplement.

     We may issue debt  securities  either  separately or together with, or upon
the  conversion of, or in exchange for, other  securities.  The debt  securities
will constitute  indebtedness  designated as subordinated  debt securities.  Any
debt  securities  will be general  obligations of Magnum Hunter.  Each series of
debt  securities  will be issued under an  agreement,  or  "indenture,"  between
Magnum Hunter and an independent  third party,  usually a bank or trust company,
known as a  "trustee,"  who will be legally  obligated to carry out the terms of
the indenture. The name(s) of the trustee(s) will be set forth in the applicable
prospectus  supplement.  We  may  issue  all  debt  securities  under  the  same
indenture,  as  one or as  separate  series,  as  specified  in  the  applicable
prospectus supplement(s).
                                       12
<PAGE>

     Our payment  obligations under any debt securities may, if specified in any
prospectus  supplement,  be fully and unconditionally  guaranteed by one or more
our  following  subsidiaries:   Magnum  Hunter  Production,   Inc.,  Hunter  Gas
Gathering,  Inc.  and  Gruy  Petroleum  Management  Co.  If any  series  of debt
securities  is  guaranteed  by  such  subsidiary,   the  applicable   prospectus
supplement will identify each subsidiary  guarantor and describe such subsidiary
guarantee,  including  the  circumstances  in  which  it  may be  released.  Any
guarantee of debt  securities  by a subsidiary  guarantor  will be on a full and
unconditional basis.

     This summary of certain  terms and  provisions of the debt  securities  and
indentures is not complete. The indentures are or will be filed as an exhibit to
the registration statement of which this prospectus is a part, or as exhibits to
documents filed under the Securities Exchange Act of 1934 which are incorporated
by reference into this prospectus. The indentures are subject to and governed by
the Trust Indenture Act of 1939, as amended.  You should refer to the applicable
indenture for the provision which may be important to you.

General

     The indentures  will not limit the amount of debt  securities  which we may
issue.  We may issue debt securities up to an aggregate  principal  amount as we
may authorize  from time to time.  The  applicable  prospectus  supplement  will
describe the terms of any debt securities being offered, including:

     o the title and aggregate principal amount;

     o the date(s) when principal is payable;

     o the interest  rate, if any, and the method for  calculating  the interest
rate;  o the  interest  payment  dates and the  record  dates  for the  interest
payments;  o the places where the principal and interest will be payable;  o any
mandatory or optional redemption or repurchase terms or prepayment,  conversion,
sinking fund or exchangeability or convertibility provisions;

     o whether the debt securities  will be guaranteed by subsidiary  guarantors
and, if so, the terms of the subsidiary guarantees;

     o additional  provisions,  if any,  relating to the defeasance and covenant
defeasance of the debt securities;

     o if other  than  denominations  of  $1,000 or  multiples  of  $1,000,  the
denominations the debt securities will be issued in;

     o  whether  the  debt  securities  will be  issued  in the  form of  global
securities, as described below, or certificates;

     o whether the debt securities will be issuable in registered form, referred
to as  "registered  securities,"  or in  bearer  form,  referred  to as  "bearer
securities"  or both and, if bearer  securities are issuable,  any  restrictions
applicable  to the  exchange  of one form for  another  and the offer,  sale and
delivery of bearer securities;

     o any applicable material federal income tax consequences;

     o the dates on which premiums, if any, will be payable;

     o our right, if any, to defer payment of interest and the maximum length of
such deferral period;

     o any paying agents, transfer agents, registrars or trustees;

     o any listing on a securities exchange;

     o if convertible  into common stock or preferred  stock, the terms on which
such debt securities are convertible;

     o the terms, if any, of the transfer,  mortgage,  pledge,  or assignment as
security for any series of debt securities of any properties,  assets, proceeds,
securities or other  collateral,  including  whether  certain  provisions of the
Trust Indenture Act are applicable,  and any corresponding changes to provisions
of the Indenture as currently in effect;

     o the initial offering price; and

     o other specific terms, including covenants and any additions or changes to
the events of default applicable to the debt securities.
                                       13
<PAGE>

     The terms of the debt securities of any series may differ and,  without the
consent of the holders of the debt  securities  of any  series,  we may reopen a
previous series of debt securities and issue  additional debt securities of such
series or establish additional terms of such series,  unless otherwise indicated
in the applicable prospectus supplement.

     Since Magnum Hunter is a holding company,  our rights and the rights of our
creditors,  including you, to participate in a distribution of the assets of our
subsidiaries  upon any  liquidation  or  reorganization  of any  subsidiary,  or
otherwise,  will  generally  be subject to the prior  claims of creditors of the
subsidiary,  except  to the  extent  that  we may  ourself  be a  creditor  with
recognized  claims against any  subsidiary.  Our ability to pay principal of and
interest on the debt securities  depends, to a large extent, upon the payment to
us of dividends, interest or other charges by our subsidiaries.  Unless they are
guaranteed  by  our  subsidiaries,   therefore,  the  debt  securities  will  be
structurally subordinated to creditors of our subsidiaries.

     Currently,  there are outstanding  $140,000,000 of our 10% Senior Notes due
2007 (the "Senior  Notes"),  which we issued under an indenture  dated as of May
29, 1997 by and among Magnum  Hunter,  certain  subsidiary  guarantors and First
Union  National  Bank of North  Carolina,  as trustee.  The Senior Notes are our
general  unsecured  obligations  ranking equally with all of our  unsubordinated
indebtedness and senior to all of our subordinated indebtedness.  Our restricted
subsidiaries  have guaranteed the Senior Notes, and their guarantees are general
unsecured   obligations  ranking  equally  with  all  of  their   unsubordinated
indebtedness and senior to all of their  subordinated  indebtedness.  The Senior
Notes mature on June 1, 2007.  Interest on the Senior Notes generally accrues at
the rate of 10% per annum and is  payable  semi_annually  in cash on each June 1
and  December 1,  commencing  on December 1, 1997.  We have rights to redeem the
Senior Notes on and afer June 1, 2002. The indenture  governing the Senior Notes
contains  limitations  on our  activities  and the  activities of our restricted
subsidiaries, including limitations on incurrence of additional indebtedness, on
restricted payments and on preferred stock.

Non U.S. Currency

     If the purchase price of any debt securities is payable in a currency other
than U.S. dollars or if principal of, or premium,  if any, or interest,  if any,
on any of the debt  securities  is  payable  in any  currency  other  than  U.S.
dollars,  the  specific  terms  with  respect to such debt  securities  and such
foreign currency will be specified in the applicable prospectus supplement.

Original Issue Discount Securities

     Debt securities may be issued as "original issue discount securities" to be
sold at a substantial  discount  below their  principal  amount.  Original issue
discount  securities  may include "zero coupon"  securities  that do not pay any
cash  interest  for  the  entire  term of the  securities.  In the  event  of an
acceleration of the maturity of any original issue discount security, the amount
payable to the holder thereof upon such  acceleration  will be determined in the
manner described in the applicable prospectus supplement. Conditions pursuant to
which payment of the principal of the original issue discount  securities may be
accelerated will be set forth in the applicable prospectus supplement.  Material
federal  income tax and other  considerations  applicable to the original  issue
discount securities will be described in the applicable prospectus supplement.

Covenants

     Under the indentures, we will be required to:

     o pay the principal,  interest and any premium on the debt  securities when
due;

     o maintain a place of payment;

     o deliver a report to the trustee at the end of each fiscal year  reviewing
our obligations under the indentures; and

     o deposit  sufficient funds with any paying agent on or before the due date
for any principal, interest or premium.

     Any additional  covenants  will be described in the  applicable  prospectus
supplement.
                                       14
<PAGE>

Registration, Transfer, Payment and Paying Agent

     Unless otherwise indicated in a prospectus supplement,  each series of debt
securities  will be  issued  in  registered  form  only,  without  coupons.  The
indentures,  however,  provide that we may also issue debt  securities in bearer
form only, or in both registered and bearer form. Bearer securities shall not be
offered, sold, resold or delivered in connection with their original issuance in
the United  States or to any United  States  person other than  offices  located
outside  the United  States of certain  United  States  financial  institutions.
"United States  person" means any citizen or resident of the United States,  any
corporation,  partnership  or other entity  created or organized in or under the
laws of the United  States,  any estate the income of which is subject to United
States  federal  income  taxation  regardless of its source,  or any trust whose
primary  administration is subject to the primary supervision of a United States
court and which has one or more United States fiduciaries who have the authority
to control all  substantial  decisions of the trust.  "United  States" means the
United  States of America  (including  the states  thereof  and the  District of
Columbia),  its  territories,  its  possessions  and other areas  subject to its
jurisdiction.  Purchasers of bearer  securities will be subject to certification
procedures  and may be affected by certain  limitations  under United States tax
laws.  Such  procedures  and  limitations  will be described  in the  prospectus
supplement relating to the offering of the bearer securities.

     Unless  otherwise   indicated  in  a  prospectus   supplement,   registered
securities will be issued in  denominations  of $1,000 or any integral  multiple
thereof, and the bearer securities will be issued in denominations of $5,000.

     Unless  otherwise  indicated in a  prospectus  supplement,  the  principal,
premium,  if any, and  interest,  if any, of or on the debt  securities  will be
payable,  and debt securities may be surrendered for registration of transfer or
exchange,  at an  office  or agency  to be  maintained  by us in New York  City,
provided that payments of interest with respect to any  registered  security may
be made at our option by check  mailed to the address of the person  entitled to
payment or by transfer to an account maintained by the payee with a bank located
in the United States.  No service charge shall be made for any  registration  or
transfer  or exchange of debt  securities,  but we may require  payment of a sum
sufficient to cover any tax or other governmental  charge and any other expenses
that may be imposed in connection with the exchange or transfer.

     Unless otherwise indicated in a prospectus supplement, payment of principal
of, premium,  if any, and interest,  if any, on bearer  securities will be made,
subject to any applicable laws and regulations, at such office or agency outside
the  United  States as  specified  in the  prospectus  supplement  and as we may
designate  from  time  to  time.  Unless  otherwise  indicated  in a  prospectus
supplement, payment of interest due on bearer securities on any interest payment
date will be made only against surrender of the coupon relating to such interest
payment date. Unless otherwise indicated in a prospectus supplement,  no payment
of principal,  premium or interest  with respect to any bearer  security will be
made at any  office  or agency in the  United  States or by check  mailed to any
address in the United States or by transfer to an account maintained with a bank
located in the United  States;  except that if amounts owing with respect to any
bearer securities shall be payable in U.S.  dollars,  payment may be made at the
Corporate  Trust  Office of the  applicable  trustee  or at any office or agency
designated  by us in New York City,  if (but only if) payment of the full amount
of such  principal,  premium or interest  at all  offices  outside of the United
States maintained for such purpose by us is illegal or effectively  precluded by
exchange controls or similar restrictions.

     Unless otherwise indicated in the applicable prospectus supplement, we will
not be required to:

     o issue, register the transfer of or exchange debt securities of any series
during  a period  beginning  at the  opening  of  business  15 days  before  any
selection  of debt  securities  of that series of like tenor to be redeemed  and
ending at the close of business on the day of that selection;

     o register the transfer of or exchange any registered security,  or portion
thereof, called for redemption,  except the unredeemed portion of any registered
security being redeemed in part;

     o exchange any bearer security  called for  redemption,  except to exchange
such bearer  security  for a  registered  security of that series and like tenor
that is simultaneously surrendered for redemption; or
                                       15
<PAGE>
     o issue,  register the transfer of or exchange any debt security  which has
been surrendered for repayment at the option of the holder,  except the portion,
if any, of the debt security not to be so repaid.

Ranking of Debt Securities

     Our  Senior   Notes  and  any  other   senior  debt   securities   will  be
unsubordinated  obligations  of ours and will rank  equally  in right of payment
with all our other  unsubordinated  indebtedness.  Our Senior  Notes are not due
until  2007 and  cannot be  redeemed  until June  2002.  Any  subordinated  debt
securities  will be  obligations  of ours and will be  subordinated  in right of
payment  to both our  Senior  Notes  and any  future  senior  indebtedness.  The
prospectus  supplement will describe the subordination  provisions and set forth
the  definition of "senior  indebtedness"  applicable to the  subordinated  debt
securities and the approximate amount of such senior indebtedness outstanding as
of a then recent date.

Global Securities

     The debt  securities  of a series  may be issued in whole or in part in the
form of one or more global  securities that will be deposited with, or on behalf
of, a  "depositary"  identified in the  prospectus  supplement  relating to such
series. Global debt securities may be issued in either registered or bearer form
and in either  temporary or permanent form.  Unless and until it is exchanged in
whole or in part for  individual  certificates  evidencing  debt  securities,  a
global debt security may not be  transferred  except as a whole and only if such
transfer is:

     o by the depositary to a nominee of such depositary;

     o by a nominee of such  depositary to such depositary or another nominee of
such depositary; or

     o by such  depositary or any such nominee to a successor of such depositary
or a nominee of such successor.

     The specific terms of the depositary  arrangement  with respect to a series
of global debt securities and certain limitations and restrictions relating to a
series  of  global  bearer  securities  will  be  described  in  the  applicable
prospectus supplement.

Outstanding Debt Securities

     In  determining  whether the holders of the requisite  principal  amount of
outstanding  debt securities have given any  authorization,  demand,  direction,
notice,  consent  or  waiver  under  the  relevant  indenture,   the  amount  of
outstanding debt securities will be calculated based on the following:

     o the  portion  of the  principal  amount  of an  original  issue  discount
security that shall be deemed to be outstanding  for such purposes shall be that
portion of the  principal  amount  thereof  that could be declared to be due and
payable  upon a  declaration  of  acceleration  pursuant  to the  terms  of such
original issue discount security as of the date of such determination;

     o the principal  amount of a debt security  denominated in a currency other
than U.S. dollars shall be the U.S. dollar equivalent, determined on the date of
original  issue of such  debt  security,  of the  principal  amount of such debt
security; and

     o any debt security owned by us or any obligor on such debt security or any
affiliate of us or such other obligor shall be deemed not to be outstanding.

Redemption and Repurchase

     The debt  securities  may be  redeemable  at our option,  may be subject to
mandatory redemption pursuant to a sinking fund or otherwise,  or may be subject
to repurchase  by us at the option of the holders,  in each case upon the terms,
at  the  times  and  at the  prices  set  forth  in  the  applicable  prospectus
supplement.
                                       16
<PAGE>
Conversion and Exchange

     The terms,  if any, on which debt  securities of any series are convertible
into or exchangeable for common stock, preferred stock, or other debt securities
will be set  forth  in the  applicable  prospectus  supplement.  Such  terms  of
conversion or exchange may be either mandatory, at the option of the holders, or
at our option.

Consolidation, Merger and Sale of Assets

     Each indenture generally will permit a consolidation or merger,  subject to
certain  limitations and conditions,  between us and another  corporation.  They
also will permit the sale by us of all or substantially  all of our property and
assets. If this happens, the remaining or acquiring corporation shall assume all
of our  responsibilities  and  liabilities  under the  indentures  including the
payment  of all  amounts  due on the  debt  securities  and  performance  of the
covenants in the indentures.

     We will only be  permitted to  consolidate  or merge with or into any other
corporation  or sell all or  substantially  all of our assets  according  to the
terms  and  conditions  of  the  indentures,  as  indicated  in  the  applicable
prospectus   supplement.   The  remaining  or  acquiring   corporation  will  be
substituted  for us in the indentures  with the same effect as if it had been an
original  party to the  indenture.  Thereafter,  the successor  corporation  may
exercise  our rights and powers under any  indenture,  in our name or in its own
name.  Any act or  proceeding  required or  permitted to be done by our board of
directors  or any of our  officers  may be done by the board or  officers of the
successor corporation.

Events of Default

     Unless  otherwise  specified in the applicable  prospectus  supplement,  an
"event  of  default",  as  defined  in the  indentures  and  applicable  to debt
securities  issued under such  indentures,  typically will occur with respect to
the debt securities of any series under the indenture upon:

     o  default  for a  period  to be  specified  in the  applicable  prospectus
supplement  in payment of any interest with respect to any debt security of such
series;

     o default in  payment of  principal  or  premium  with  respect to any debt
security of such series when due upon  maturity,  redemption,  repurchase at the
option of the holder or otherwise;

     o default in deposit of any sinking  fund  payment when due with respect to
any debt security of such series;

     o default by us in the  performance,  or breach,  of any other  covenant or
warranty in such  indenture,  which shall not have been remedied for a period to
be specified in the applicable  prospectus  supplement after notice to us by the
applicable  trustee  or the  holders  of not  less  than a fixed  percentage  in
aggregate principal amount of the debt securities of all series issued under the
applicable indenture;

     o certain  events of  bankruptcy,  insolvency or  reorganization  of Magnum
Hunter; or

     o any  other  event  of  default  that may be set  forth in the  applicable
prospectus  supplement,  including an event of default based on other debt being
accelerated, known as a "cross-acceleration."

     No  event  of  default  with  respect  to any  particular  series  of  debt
securities will  necessarily  constitute an event of default with respect to any
other series of debt securities.  If the trustee considers it in the interest of
the holders to do so, the trustee under an indenture may withhold  notice of the
occurrence  of a default with respect to the debt  securities  to the holders of
any other series outstanding, except a default in payment of principal, premium,
if any, or interest, if any.

     Each  indenture  will provide  that, if an event of default with respect to
any series of debt  securities  issued  thereunder  shall have  occurred  and be
continuing,  either  the  relevant  trustee  of the  holders of at least a fixed
percentage  in  principal  amount of the debt  securities  of such  series  then
outstanding may declare the principal  amount of all the debt securities of such
series to be due and payable immediately. In the case of original issue discount
securities, the trustee may declare as
                                       17
<PAGE>
     due and payable such lesser  amount as may be  specified in the  applicable
prospectus  supplement.  However, upon certain conditions,  such declaration and
its  consequences  may be  rescinded  and  annulled by the holders of at least a
fixed percentage in principal amount of the debt securities of all series issued
under the applicable indenture.

     The  applicable  prospectus  supplement  will provide the terms pursuant to
which an event of  default  shall  result  in  acceleration  of the  payment  of
principal of subordinated debt securities.

     In the case of a default in the payment of  principal  of, or  premium,  if
any, or interest, if any, on any subordinated debt securities of any series, the
applicable trustee, subject to certain limitations and conditions, may institute
a judicial proceeding for the collection thereof.

     No holder of any of the debt  securities  of any series will have any right
to  institute  any  proceeding  with  respect  to the  Indenture  or any  remedy
thereunder,  unless the  holders  of at least a fixed  percentage  in  principal
amount of the outstanding debt securities of such series:

     o have made written  request to the trustee to institute such proceeding as
trustee, and offered reasonable indemnity to the trustee,

     o the  trustee  has failed to  institute  such  proceeding  within the time
period specified in the applicable  prospectus  supplement after receipt of such
notice, and

     o the trustee has not within such period received  directions  inconsistent
with such written  request by holders of a majority in  principal  amount of the
outstanding debt securities of such series.

     Such limitations do not apply, however, to a suit instituted by a holder of
a debt security for the enforcement of the payment of the principal of, premium,
if any, or any accrued and unpaid interest on, the debt security on or after the
respective due dates expressed in the debt security.

     During the existence of an event of default under an indenture, the trustee
will be  required  to  exercise  such  rights and powers  vested in it under the
indenture and use the same degree of care and skill in its exercise thereof as a
prudent  person would exercise  under the  circumstances  in the conduct of such
person's own affairs. Subject to the provisions of the indenture relating to the
duties of the trustee, if an event of default shall occur and be continuing, the
trustee  will be under no  obligation  to  exercise  any of its rights or powers
under the  indenture at the request or  direction of any of the holders,  unless
such holders shall have offered to the trustee reasonable security or indemnity.
Subject to certain provisions  concerning the rights of the trustee, the holders
of at least a fixed  percentage  in  principal  amount of the  outstanding  debt
securities  of any  series  will have the right to direct  the time,  method and
place of conducting any proceeding for any remedy  available to the trustee,  or
exercising any power conferred on the trustee with respect to such series.

     The indentures  will provide that the trustee will,  within the time period
specified in the applicable  prospectus  supplement  after the occurrence of any
default,  give to the holders of the debt  securities  of such series  notice of
such default  known to it,  unless such default shall have been cured or waived;
provided  that the trustee shall be protected in  withholding  such notice if it
determines in good faith that the  withholding of such notice is in the interest
of such  holders,  except in the case of a default in payment of principal of or
premium,  if any, on any debt security of such series when due or in the case of
any  default  in the  payment of any  interest  on the debt  securities  of such
series.

     We will be required to furnish to the  trustee  annually a statement  as to
compliance with all conditions and covenants under the indentures.

Modifications and Waivers

     From time to time, when authorized by resolutions of our board of directors
and by the trustee, without the consent of the holders of debt securities of any
series, we may amend, waive or supplement the indentures and the debt securities
of such series for certain specified purposes, including, among other things:

     o to cure ambiguities, defects or inconsistencies;
                                       18
<PAGE>
     o to provide for the  assumption of our  obligations to holders of the debt
securities of such series in the case of a merger or consolidation;

     o to add to our events of default  or our  covenants  or to make any change
that would provide any additional  rights or benefits to the holders of the debt
securities of such series;

     o to add or change any  provisions  of such  indenture  to  facilitate  the
issuance of bearer securities;

     o to establish  the form or terms of debt  securities of any series and any
related coupons;

     o to add guarantors with respect to the debt securities of such series;

     o to secure the debt securities of such series;

     o to maintain the  qualification of the indenture under the Trust Indenture
Act; or

     o to make any  change  that does not  adversely  affect  the  rights of any
holder.

     Other amendments and modifications of the indentures or the debt securities
issued  thereunder may be made by Magnum Hunter and the trustee with the consent
of the holders of not less than a fixed  percentage of the  aggregate  principal
amount of the  outstanding  debt securities of each series  affected,  with each
series voting as a separate  class;  provided  that,  without the consent of the
holder of each  outstanding  debt security  affected,  no such  modification  or
amendment may:

     o reduce the principal  amount of, or extend the fixed maturity of the debt
securities,  or  alter or waive  any  redemption,  repurchase  or  sinking  fund
provisions of the debt securities;

     o reduce the amount of principal of any original issue discount  securities
that would be due and payable upon an acceleration of the maturity thereof;

     o impair the right to institute suit for the  enforcement of any payment on
or with respect to the debt securities;

     o waive a default in payment  with  respect to the debt  securities  or any
guarantee;

     o reduce the rate or extend the time for  payment of  interest  on the debt
securities;

     o adversely affect the ranking of the debt securities of any series;

     o release any guarantor from any of its obligations  under its guarantee or
the indenture, except in compliance with the terms of the indenture; or

     o modify any of the applicable  subordination  provisions or the applicable
definition of senior indebtedness in a manner adverse to any holders of a series
of subordinated debt securities.

     The holders of a fixed  percentage  in  aggregate  principal  amount of the
outstanding  debt  securities  of any  series  may waive  compliance  by us with
certain  restrictive  provisions  of the relevant  indenture,  including any set
forth in the applicable prospectus supplement. The holders of a fixed percentage
in aggregate  principal  amount of the outstanding debt securities of any series
may, on behalf of the holders of that series,  waive any past default  under the
applicable indenture with respect to that series and its consequences,  except a
default in the payment of the principal of, or premium, if any, or interest,  if
any,  on any debt  securities  of such  series,  or in respect of a covenant  or
provision  which  cannot be modified or amended  without the consent of a larger
fixed  percentage of holders or by the holder of each  outstanding debt security
of the series affected.
                                       19
<PAGE>

Discharge, Termination and Covenant Termination

     When we  establish a series of debt  securities,  we may provide  that such
series is subject to the termination and discharge  provisions of the applicable
indenture. If those provisions are made applicable, we may elect either:

     o to terminate and be discharged from all of our  obligations  with respect
to those debt securities subject to some limitations; or

     o to be released from our  obligations  to comply with  specific  covenants
relating to those debt  securities,  as described in the  applicable  prospectus
supplement.

     To effect that  termination or covenant  termination,  we must  irrevocably
deposit in trust with the relevant trustee an amount which,  through the payment
of principal  and interest in  accordance  with their terms,  will provide money
sufficient to make payments to those debt  securities and any mandatory  sinking
fund or similar payments on those debt  securities.  This deposit may be made in
any combination of funds or government  obligations.  On such a termination,  we
will not be released from certain of our  obligations  that will be specified in
the applicable prospectus supplement.

     To  establish  such a trust we must  deliver  to the  relevant  trustee  an
opinion of counsel to the effect that the holders of those debt securities:

     o will not  recognize  income,  gain or loss for U.S.  federal  income  tax
purposes as a result of the termination or covenant termination; and

     o will be subject to U.S.  federal  income tax on the same amounts,  in the
same manner and at the same times as would have been the case if the termination
or covenant termination had not occurred.

     If we effect covenant termination with respect to any debt securities,  the
amount of deposit with the relevant  trustee must be  sufficient  to pay amounts
due on the debt securities at the time of their stated maturity.  However, those
debt  securities  may become due and payable  prior to their stated  maturity if
there is an event of default with  respect to a covenant  from which we have not
been released. In that event, the amount on deposit may not be sufficient to pay
all amounts due on the debt securities at the time of the acceleration.

     The applicable  prospectus  supplement may further describe the provisions,
if  any,  permitting   termination  or  covenant   termination,   including  any
modifications to the provisions described above.

Governing Law

     The indentures and the debt  securities  will be governed by, and construed
in accordance with, the laws of the State of New York.

Regarding the Trustees

     The Trust  Indenture Act contains  limitations  on the rights of a trustee,
should it become a  creditor  of ours,  to obtain  payment  of claims in certain
cases or to realize on certain  property  received  by it in respect of any such
claims,  as security or otherwise.  Each trustee is permitted to engage in other
transactions  with us from time to time,  provided that if such trustee acquires
any conflicting interest, it must eliminate such conflict upon the occurrence of
an event of default under the relevant indenture, or else resign.

                                       20
<PAGE>
                          DESCRIPTION OF CAPITAL STOCK

Common Stock

     We are presently  authorized to issue  100,000,000  shares of common stock,
par value  $.002,  of which  20,115,819  shares were issued and  outstanding  at
August 1, 2000. The holders of our common stock are entitled to equal  dividends
and  distributions,  per share, with respect to the common stock when, as and if
declared by our Board of Directors from funds legally available for payment.  No
holder of any shares of our common stock has a preemptive right to subscribe for
any of our  securities,  and no  shares  of our  common  stock  are  subject  to
redemption  or  convertible  into  other of our  securities.  Upon  liquidation,
dissolution or winding up of Magnum  Hunter,  and after payment of creditors and
preferred  stockholders,  if any,  the  assets  will be  divided  pro-rata  on a
share-for-share  basis  among the  holders of the  shares of our  common  stock.
Holders  of our  common  stock do not have  cumulative  voting  rights,  so that
holders  of more than 50% of the  combined  shares  voting for the  election  of
directors may elect all of the  directors,  if they choose to do so and, in that
event, the holders of the remaining shares will not be able to elect any members
of our Board of Directors.

Preferred Stock

     Under our Articles of Incorporation, as amended, our Board of Directors has
the power,  generally without further action by the holders of our common stock,
to issue up to 10,000,000  shares of preferred stock, par value $.001, in one or
more  series  as  designated  by our Board of  Directors  and to  designate  the
relative  rights and preferences of preferred  stock.  The designation of rights
and  preferences  could include  preferences as to  liquidation,  redemption and
conversion rights, voting rights,  dividends or other preferences,  any of which
may be  dilutive to the  interest  of the  holders of our common  stock or other
series of preferred stock.

     The following  summary  describes  certain  general terms of our authorized
preferred stock. If we offer  additional  preferred stock, a description will be
filed with the Securities and Exchange  Commission and the specific terms of the
preferred  stock will be described in the prospectus  supplement,  including the
following terms:

     o the series, the number of shares offered and the liquidation value of the
preferred  stock; o the price at which the preferred stock will be issued; o the
dividend  rate, the dates on which the dividends will be payable and other terms
relating to the payment of dividends on the preferred stock;

     o the liquidation preference of the preferred stock;

     o the voting rights of the preferred stock;

     o whether or not the preferred  stock is redeemable or subject to a sinking
fund, and the terms of any such redemption or sinking fund;

     o whether the preferred stock is convertible or exchangeable  for any other
securities, and the terms of any such conversion; and

     o any  additional  rights,  preferences,  qualifications,  limitations  and
restrictions relating to the preferred stock.


     Our  Articles  of  Incorporation  allow  our  Board of  Directors  to issue
preferred  stock  from time to time in one or more  series,  without  any action
being taken by our  stockholders.  Subject to the  provisions of our Articles of
Incorporation  and  limitations  prescribed  by law, our Board of Directors  may
adopt  resolutions  to issue  shares  of a series  of our  preferred  stock  and
establish their terms. These terms may include:

     o voting powers;

     o designations;

     o preferences;

     o dividend rights;

     o dividend rates;

     o terms of redemption;

     o redemption process;

     o conversion rights; and

     o  any  other  terms  permitted  to  be  established  by  our  Articles  of
Incorporation and by applicable law.

                                       21
<PAGE>
     The preferred stock will, when issued, be fully paid and non-assessable.

     Of the 10,000,000  shares of $.001 par value  preferred stock Magnum Hunter
is  authorized  to  issue,  216,000  shares  have  been  designated  as Series A
Preferred  Stock,  925,000  shares  have been  designated  as Series B Preferred
Stock,  625,000  shares  have  been  designated  as  Series C  Preferred  Stock,
1,000,000  shares have been  designated as 1996 Series A  Convertible  Preferred
Stock and 50,000  shares have been  designated  as 1999 Series A 8%  Convertible
Preferred  Stock,  although only the last two series were outstanding as of June
30,  2000.  In  connection  with our  stockholders'  rights  plan,  the Board of
Directors also  designated  500,000  shares of preferred  stock as 1998 Series A
Junior Participating Preferred Stock.

     As of June 30, 2000,  there were  outstanding  1,000,000 shares of our 1996
Series A Convertible  Preferred Stock, all of which were held by our subsidiary,
Bluebird Energy,  Inc. The shares have a stated and liquidation value of $10 per
share and pay a fixed annual  cumulative  dividend of 8.75% payable quarterly in
arrears. The shares are convertible into shares of common stock of Magnum Hunter
at a conversion  price of $5.25 per share,  subject to  adjustments.  We have an
option to exchange  these shares into  convertible  subordinated  debentures  of
equivalent  value. The holders of these shares also have the right to require us
to  redeem  all  or  any  part  of  the  shares  upon  certain  sales  of all or
substantially  all of Magnum  Hunter's  assets or upon  changes in control.  The
holders of these shares are entitled, on all matters submitted for a vote of the
holders of shares of common stock, to an as-converted number of votes.

     As of June 30,  2000,  there  were  outstanding  50,000  shares of our 1999
Series A 8% Convertible  Preferred Stock.  These shares have a liquidation value
of $1,000 per share and are  convertible  into Magnum  Hunter stock at $5.25 per
share,  subject to  adjustments.  Dividends on these shares have been payable in
cash since  August 1999 at the rate of 8% per annum and are  cumulative.  We may
elect to redeem,  in whole or in part, the outstanding  shares of this series at
specified  prices.  The original  holders of these shares are  entitled,  on all
matters  submitted  for a vote of the holders of shares of common  stock,  to an
as-converted  number of votes,  except as  limited by a  shareholder  and voting
agreement  currently in effect.  The original  holders of these shares also have
certain board  representation  rights  pursuant to the current  shareholder  and
voting agreement.

     The issuance of additional  preferred stock may have the effect of delaying
or preventing a change in control of Magnum Hunter without  further  stockholder
action and may adversely affect the rights and powers,  including voting rights,
of the holders of our common stock.  In certain  circumstances,  the issuance of
preferred stock could depress the market price of our common stock. The Board of
Directors effects a designation of each series of preferred stock by filing with
the Nevada  Secretary of State a Certificate of Designation  defining the rights
and preferences of such series.  Documents so filed are matters of public record
and may be examined in accordance  with  procedures  of the Nevada  Secretary of
State, or copies thereof may be obtained from Magnum Hunter.

Anti-takeover Provisions

     Certain  provisions  in  our  Articles  of  Incorporation  and  bylaws  may
encourage  persons  considering  unsolicited  tender offers or other  unilateral
takeover  proposals to negotiate with our Board of Directors  rather than pursue
non-negotiated takeover attempts.

     Blank Check Preferred Stock. Our Articles of Incorporation  authorize blank
check preferred  stock.  Our Board of Directors can set the voting,  redemption,
conversion and other rights  relating to such preferred stock and can issue such
stock in either a private  or public  transaction.  The  issuance  of  preferred
stock,   while  providing  desired   flexibility  in  connection  with  possible
acquisitions  and other corporate  purposes,  could adversely  affect the voting
power of holders of common  stock and the  likelihood  that holders will receive
dividend  payments and payments  upon  liquidation  and could have the effect of
delaying, deferring or preventing a change in control of our company.

     Stockholders'  Rights Plan. We have a  stockholders'  rights plan which was
adopted in 1998.  Under this plan,  one right is  attached  to each  outstanding
share of common stock.  The rights are exercisable  only if a person or group of
affiliated or associated persons acquires beneficial ownership of 15% or more of
our outstanding  common stock or announces a tender offer,  the  consummation of
which  would  result  in  ownership  by a person  or group of 15% or more of our
common stock.  Each right entitles the registered holder to purchase from us one
one-hundredth of a share of 1998 Series A Junior  Participating  Preferred Stock
at an exercise  price of $35.  The  existence of the rights may,  under  certain
circumstances,  render  more  difficult  or  discourage  attempts to acquire us.
                                       22
<PAGE>
Indemnification

     The General  Corporation Law of Nevada permits  provisions in the articles,
by-laws or  resolutions  approved  by  stockholders  which  limit  liability  of
directors for breach of fiduciary duty in certain specified  circumstances.  The
Articles of  Incorporation,  with  certain  exceptions,  eliminate  any personal
liability  of a  director  to Magnum  Hunter or its  stockholders  for  monetary
damages for the breach of a director's  fiduciary duty, and therefore a director
cannot be held liable for damages to our company or our  stockholders  for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
director.  Nevada law permits  indemnification  if a director or officer acts in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the  corporation.  A director or officer must be  indemnified as to
any  matter  in  which  he  successfully  defends  himself.  Indemnification  is
prohibited as to any matter in which the director or officer is adjudged  liable
to the corporation. Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  may be  permitted  to our  directors,  officers,  and
controlling persons pursuant to the foregoing  provisions or otherwise,  we have
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in that Act and is,
therefore, unenforceable.

                        DESCRIPTION OF DEPOSITARY SHARES

     We may offer  preferred  stock  represented by depositary  shares and issue
depositary receipts evidencing the depositary shares. Each depositary share will
represent a fraction of a share of preferred stock. Shares of preferred stock of
each class or series  represented by depositary shares will be deposited under a
separate  deposit  agreement  among  us, a bank or trust  company  acting as the
"depositary" and the holders of the depositary receipts. Subject to the terms of
the deposit agreement,  each owner of a depositary receipt will be entitled,  in
proportion  to the fraction of a share of  preferred  stock  represented  by the
depositary  shares  evidenced by the depositary  receipt,  to all the rights and
preferences of the preferred stock represented by such depositary shares.  Those
rights include any dividend,  voting,  conversion,  redemption  and  liquidation
rights.  Immediately  following  the  issuance  of the  preferred  stock  to the
depositary,  we will cause the  depositary to issue  depositary  receipts on our
behalf.

     If depositary shares are offered, the applicable prospectus supplement will
describe the terms of such  depositary  shares,  the deposit  agreement  and, if
applicable, the depositary receipts, including the following, where applicable:

     o the payment of  dividends or other cash  distributions  to the holders of
depositary  receipts when such  dividends or other cash  distributions  are made
with respect to the preferred stock;

     o the  voting  by a holder of  depositary  shares  of the  preferred  stock
underlying such depositary shares at any meeting called for such purpose;

     o if applicable, the redemption of depositary shares upon our redemption of
shares of preferred stock held by the depositary;

     o if applicable,  the exchange of depositary  shares upon an exchange by us
of shares of  preferred  stock held by the  depositary  for debt  securities  or
common stock;

     o if applicable, the conversion of the shares of preferred stock underlying
the  depositary  shares into  shares of our common  stock,  other  shares of our
preferred stock or our debt securities;

     o the terms upon which the deposit agreement may be amended and terminated;

     o a summary of the fees to be paid by us to the depositary;

     o the terms upon which a depositary may resign or be removed by us; and

     o any other terms of the depositary  shares,  the deposit agreement and the
depositary receipts.
                                       23
<PAGE>

     If a holder of depositary  receipts  surrenders the depositary  receipts at
the  corporate  trust office of the  depositary,  unless the related  depositary
shares have previously  been called for redemption,  converted or exchanged into
other securities of Magnum Hunter, the holder will be entitled to receive at the
corporate  trust office the number of shares of preferred stock and any money or
other property  represented  by such  depositary  shares.  Holders of depositary
receipts  will be entitled to receive  whole and, to the extent  provided by the
applicable  prospectus  supplement,  fractional shares of the preferred stock on
the basis of the proportion of preferred  stock  represented by each  depositary
share as specified in the applicable prospectus supplement. Holders of shares of
preferred  stock  received in exchange for  depositary  shares will no longer be
entitled to receive depositary shares in exchange for shares of preferred stock.
If the holder  delivers  depositary  receipts  evidencing a number of depositary
shares that is more than the number of depositary shares representing the number
of shares of preferred  stock to be  withdrawn,  the  depositary  will issue the
holder a new  depositary  receipt  evidencing  such excess  number of depositary
shares at the same time.

     Prospective  purchasers of  depositary  shares should be aware that special
tax,  accounting and other  considerations may be applicable to instruments such
as depositary shares.

                             DESCRIPTION OF WARRANTS

     We may issue warrants for the purchase of debt securities, preferred stock,
depositary  shares,  common  stock or other  securities.  Warrants may be issued
independently  or together with debt  securities,  preferred  stock,  depositary
shares or common stock offered by any prospectus  supplement and may be attached
to or separate from any such offered securities. Each series of warrants will be
issued under a separate warrant agreement to be entered into between our company
and a bank  or  trust  company,  as  warrant  agent,  all as  set  forth  in the
prospectus supplement relating to the particular issue of warrants.  The warrant
agent will act solely as an agent of our company in connection with the warrants
and will not assume any  obligation  or  relationship  of agency or trust for or
with any holders of warrants or beneficial owners of warrants.

     The  following  summary  of certain  provisions  of the  warrants  does not
purport to be complete  and is subject to, and is  qualified  in its entirety by
reference to, all provisions of the securities warrant agreement.

     Reference is made to the prospectus  supplement  relating to the particular
issue of warrants  offered thereby for the terms of and information  relating to
such warrants, including, where applicable:

     o the designation,  aggregate principal amount,  currencies,  denominations
and terms of the series of debt securities purchasable upon exercise of warrants
to purchase debt  securities and the price at which such debt  securities may be
purchased upon such exercise;

     o the number of shares of common  stock  purchasable  upon the  exercise of
warrants to purchase  common  stock and the price at which such number of shares
of common stock may be purchased upon such exercise;

     o the number of shares and series of preferred  stock or depositary  shares
purchasable  upon the  exercise  of  warrants  to  purchase  preferred  stock or
depositary shares and the price at which such number of shares of such series of
preferred stock or depositary shares may be purchased upon such exercise;

     o the designation and number of units of other securities  purchasable upon
the  exercise of warrants to purchase  other  securities  and the price at which
such  number  of units of such  other  securities  may be  purchased  upon  such
exercise;

     o the date on which the right to exercise such warrants  shall commence and
the date on which such right shall expire;

     o  United  States  federal  income  tax  consequences  applicable  to  such
warrants;

     o the amount of  warrants  outstanding  as of the most  recent  practicable
date; and
                                       24
<PAGE>

     o any other terms of such warrants.

     Warrants will be issued in  registered  form only.  The exercise  price for
warrants  will be  subject  to  adjustment  in  accordance  with the  applicable
prospectus supplement.

     Each  securities  warrant will entitle the holder  thereof to purchase such
principal amount of debt securities or such number of shares of preferred stock,
depositary  shares,  common stock or other  securities at such exercise price as
shall  in each  case  be set  forth  in,  or  calculable  from,  the  prospectus
supplement  relating to the  warrants,  which  exercise  price may be subject to
adjustment upon the occurrence of certain events as set forth in such prospectus
supplement.  After the close of business on the  expiration  date, or such later
date to which we extend the expiration  date,  unexercised  warrants will become
void.  The place or places  where,  and the  manner  in which,  warrants  may be
exercised  shall be  specified  in the  prospectus  supplement  relating to such
warrants.

     Prior  to the  exercise  of  any  warrants  to  purchase  debt  securities,
preferred stock, depositary shares, common stock or other securities, holders of
such  warrants  will not have any of the rights of  holders of debt  securities,
preferred stock,  depositary  shares,  common stock or other securities,  as the
case may be, purchasable upon exercise,  including the right to receive payments
of principal of,  premium,  if any, or interest,  if any, on the debt securities
purchasable  upon  such  exercise  or to  enforce  covenants  in the  applicable
indenture,  or to receive payments of dividends, if any, on the preferred stock,
depositary shares or common stock purchasable upon such exercise, or to exercise
any applicable  right to vote associated with such preferred  stock,  depositary
shares or common stock.

     In July 1999, we distributed to our common stockholders,  at no charge, one
warrant  for every three  shares of our common  stock that they owned on May 31,
1999. We also distributed to holders of our 1996 Series A Convertible  Preferred
Stock,  at no charge,  0.63492  warrants for every share of such preferred stock
that they owned on May 31, 1999.  Finally, we distributed to holders of our 1999
Series A 8% Convertible Preferred Stock, at no charge, 63.492 warrants for every
share of such  preferred  stock that they owned on May 31,  1999.  Each  warrant
entitles the holder to purchase  one share of our common  stock for $6.50.  Each
warrant  will  expire on July 1, 2002.  Our  company  currently  has  10,512,149
warrants outstanding.

     On June 30, 2000, we issued to the holders of our 1996 Series A Convertible
Preferred  Stock 900,000  warrants to purchase  restricted  shares of our common
stock at an exercise  price of $5.25 per share with an  expiration  date of June
30, 2003.

                              PLAN OF DISTRIBUTION

     We may  sell the  securities  offered  by this  prospectus  and  applicable
prospectus supplements:

     o through underwriters or dealers;

     o through agents;

     o directly to purchasers; or

     o through a combination of any such methods of sale.

     Any such  underwriter,  dealer or agent may be deemed to be an  underwriter
within the meaning of the Securities Act of 1933.

     The applicable  prospectus  supplement  relating to the securities will set
forth:

     o the  offering  terms,  including  the name or names of any  underwriters,
dealers or agents;

     o the  purchase  price of the  securities  and the proceeds to us from such
sale;
                                       25
<PAGE>
     o any  underwriting  discounts,  commissions  and other items  constituting
compensation to underwriters, dealers or agents;

     o any initial public offering price;

     o any discounts or concessions allowed or reallowed or paid by underwriters
or dealers to other dealers;

     o in  the  case  of  debt  securities,  the  interest  rate,  maturity  and
redemption provisions; and

     o any securities exchanges on which the securities may be listed.

     If  underwriters  or dealers are used in the sale, the  securities  will be
acquired by the  underwriters or dealers for their own account and may be resold
from time to time in one or more  transactions  in accordance  with the rules of
the American Stock Exchange (or such other stock exchange or automated quotation
system, if any, upon which such securities are listed):

     o at a fixed price or prices which may be changed;

     o at market prices prevailing at the time of sale;

     o at prices related to such prevailing market prices; or

     o at negotiated prices.

     The  securities  may be offered to the public either  through  underwriting
syndicates  represented by one or more managing  underwriters or directly by one
or more such  firms.  Unless  otherwise  set forth in an  applicable  prospectus
supplement,   the  obligations  of  underwriters  or  dealers  to  purchase  the
securities  will be subject to certain  terms and  conditions  precedent and the
underwriters  or dealers will be obligated to purchase all the securities if any
are  purchased.  Any public  offering  price and any  discounts  or  concessions
allowed or reallowed or paid by  underwriters or dealers to other dealers may be
changed from time to time.

     Securities  may be sold directly by us or through  agents  designated by us
from time to time.  Any agent involved in the offer or sale of the securities in
respect of which this  prospectus and a prospectus  supplement is delivered will
be named, and any commissions  payable by us to such agent will be set forth, in
the  prospectus  supplement.   Unless  otherwise  indicated  in  the  prospectus
supplement, any such agent will be acting on a best efforts basis for the period
of its appointment.

     If  so  indicated  in  the   prospectus   supplement,   we  will  authorize
underwriters,  dealers  or agents  to  solicit  offers  from  certain  specified
institutions  to purchase  securities  from us at the public  offering price set
forth in the  prospectus  supplement  pursuant  to  delayed  delivery  contracts
providing  for payment and  delivery  on a  specified  date in the future.  Such
contracts  will  be  subject  to any  conditions  set  forth  in the  prospectus
supplement,  and the prospectus supplement will set forth the commission payable
for  solicitation  of  such  contracts.   The  underwriters  and  other  persons
soliciting  such  contracts  will have no  responsibility  for the  validity  or
performance of any such contracts.

     Underwriters,  dealers and agents may be entitled under agreements  entered
into  with  us to  be  indemnified  by us  against  certain  civil  liabilities,
including  liabilities  under the Securities Act of 1933, or to  contribution by
Magnum  Hunter to payments  which they may be  required  to make.  The terms and
conditions of such indemnification will be described in an applicable prospectus
supplement.  Underwriters,  dealers and agents may be  customers  of,  engage in
transactions  with,  or  perform  services  for,  us in the  ordinary  course of
business.

     Each class or series of securities  will be a new issue of securities  with
no established  trading market,  other than the common stock, which is listed on
the American Stock  Exchange.  We may elect to list any other class or series of
securities  on any  exchange,  other  than  the  common  stock,  but we are  not
obligated  to do so.  Any  underwriters  to whom  securities  are sold by us for
public  offering  and  sale  may  make a  market  in such  securities,  but such
underwriters  will not be  obligated  to do so and may  discontinue  any  market
making at any time without notice. We cannot assure the liquidity of the trading
market for any securities.
                                       26
<PAGE>

     Certain persons  participating  in any offering of securities may engage in
transactions  that  stabilize,  maintain  or  otherwise  affect the price of the
securities  offered.  In connection with any such offering,  the underwriters or
agents, as the case may be, may purchase and sell securities in the open market.
These  transactions may include  overallotment and stabilizing  transactions and
purchases to cover  syndicate  short  positions  created in connection  with the
offering.  Stabilizing transactions consist of certain bids or purchases for the
purpose  of  preventing  or  retarding  a  decline  in the  market  price of the
securities;  and syndicate short positions  involve the sale by the underwriters
or agents,  as the case may be, of a greater number of securities  than they are
required to purchase from us in the offering. The underwriters may also impose a
penalty bid, whereby selling  concessions  allowed to syndicate members or other
broker-dealers for the securities sold for their account may be reclaimed by the
syndicate if such  securities are repurchased by the syndicate in stabilizing or
covering  transactions.  These  activities may stabilize,  maintain or otherwise
affect the market  price of the  securities,  which may be higher than the price
that  might  otherwise  prevail in the open  market,  and if  commenced,  may be
discontinued  at any time.  These  transactions  may be effected on the American
Stock Exchange,  in the over-the-counter  market or otherwise.  These activities
will be described in more detail in the sections entitled "Plan of Distribution"
or "Underwriting" in the applicable prospectus supplement.

                                  LEGAL MATTERS

     The validity of the issuance of the securities  offered by this  prospectus
and applicable  prospectus  supplement will be passed upon for us by Fulbright &
Jaworski L.L.P.,  Dallas,  Texas. If the securities are being  distributed in an
underwritten  offering,  certain  legal  matters  will be  passed  upon  for the
underwriters by counsel identified in the applicable prospectus supplement.

                                     EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference  from our Annual  Report on Form 10-K for the year ended  December 31,
1999,  have been  audited by Deloitte & Touche  LLP,  independent  auditors,  as
stated in their report which is  incorporated  herein by reference  and has been
incorporated  in  reliance  upon the  report  of such  firm,  given  upon  their
authority as experts in auditing and accounting.

     The references to the report of Ryder Scott Company,  independent petroleum
consultants,  incorporated  by  reference  in  this  prospectus,  have  been  so
incorporated in reliance on the report of Ryder Scott Company  estimating proved
reserves,  future net cash flows from such proved reserves and the present value
of such estimated  future net cash flows for Magnum Hunter's  properties  (other
than certain  west Texas  properties)  as of December 31, 1999,  and are made in
reliance  upon the  authority  of such  firm as  experts  with  respect  to such
matters.

     The  references  to the report of  Pollard,  Gore &  Harrison,  independent
petroleum consultants,  incorporated by reference in this prospectus,  have been
so incorporated in reliance on the report of Pollard, Gore & Harrison estimating
proved reserves, future net cash flows from such proved reserves and the present
value of such  estimated  future net cash flows for  certain of Magnum  Hunter's
west Texas properties as of December 31, 1999, and are made in reliance upon the
authority of such firm as experts with respect to such matters.

                                     [LOGO]
                                       27
<PAGE>


                 SUBJECT TO COMPLETION, DATED SEPTEMBER __, 2000

                                   PROSPECTUS

                        1,726,217 shares of common stock

                          MAGNUM HUNTER RESOURCES, INC.

                                     [Logo]


     This prospectus  relates to the issuance and sale of up to 1,726,217 shares
of our common stock from time to time through RCG Brinson Patrick, a division of
Ramius  Securities,  LLC, as our exclusive  sales manager.  These sales, if any,
will be made  pursuant  to the  terms of a sales  agreement  between  the  sales
manager  and us. A form of such sales  agreement  will be filed as an exhibit to
this registration statement.  You should read this prospectus,  particularly the
Risk  Factors  beginning on Page A-6, and any  supplement  carefully  before you
invest.

     Our common stock is listed on the American  Stock Exchange under the symbol
"MHR." Sales of shares of our common stock under this  prospectus,  if any, will
be made by means of ordinary brokers' transactions through the facilities of the
American  Stock Exchange at prices  prevailing at the time of sale.  These sales
will be made by the sales manager on a best efforts basis.  On September 6, 2000
the last reported sales price of our common stock on the American Stock Exchange
was $7.69 per share.

     The  compensation  to the sales  manager for sales of common  stock will be
3.25% of the sales  proceeds from the sale of shares.  The net proceeds from any
sales under this prospectus will be used as described under "Use of Proceeds" in
this prospectus.  In connection with the sale of common stock on our behalf, the
sales  manager  may be deemed to be an  "underwriter"  within the meaning of the
Securities  Act, and the  compensation  of the sales manager may be deemed to be
underwriting commissions or discounts. We have agreed to provide indemnification
and  contribution to the sales manager against  certain  liabilities,  including
liabilities under the Securities Act.

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

     Neither the  Securities and Exchange  Commission  nor any state  securities
commission has approved or disapproved of these securities or determined if this
Prospectus  is truthful or  complete.  Any  representation  to the contrary is a
criminal offense.

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

     You should rely only on the  information  contained in or  incorporated  by
reference  in this  prospectus  and in any  prospectus  supplement.  We have not
authorized anyone to provide you with different  information.  We are not making
an offer of these securities in any state where the offer is not permitted.  You
should not assume that the information contained in or incorporated by reference
in this  prospectus  is accurate as of any date other than the date on the front
of this prospectus or the applicable prospectus supplement.

     The information in this  preliminary  prospectus is not complete and may be
changed. We may not sell these securities until the registration statement filed
with the Securities and Exchange  Commission becomes effective.  This prospectus
is not an offer to sell these  securities nor a solicitation  of an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.

     The Company's address and telephone number are: 600 East Las Colinas Blvd.,
Suite 1100, Irving, Texas 75039, (972) 401-0752.

               The date of this Prospectus is September ___, 2000.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
About This Prospectus .......................................................A-2
Where You Can Find More Information..........................................A-2
Disclosure Regarding Forward-Looking Statements..............................A-3
The Company..................................................................A-4
        Certain Definitions..................................................A-4
        What is Magnum Hunter Resources, Inc?................................A-4
        What do we do?.......................................................A-4
        What is our business strategy?.......................................A-5
        Where are we located?................................................A-6
        Where can I find additional information?.............................A-6
Risk Factors.................................................................A-6
Use Of Proceeds.............................................................A-12
Description of Capital Stock................................................A-12
        Common Stock........................................................A-12
        Preferred Stock.....................................................A-12
        Warrants............................................................A-14
        Anti-takeover Provisions............................................A-14
                Blank Check Preferred Stock.................................A-14
                Stockholders' Rights Plan...................................A-14
Plan of Distribution .......................................................A-15
Legal Matters ..............................................................A-16
Experts ....................................................................A-16

<PAGE>
                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration  statement that we filed with the
Securities and Exchange Commission using a "shelf"  registration  process.  This
prospectus  provides you with a general  description  of the  securities  we may
offer.  You should read this  prospectus  together with  additional  information
described  under the  heading  "WHERE  YOU CAN FIND MORE  INFORMATION."  In this
prospectus,  when we use the terms "Magnum  Hunter,""we," "us," and "our," these
terms refer to Magnum Hunter Resources,  Inc. and our  subsidiaries,  unless the
context otherwise requires.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the Securities and Exchange  Commission.  You may read and copy
this  information at the Securities and Exchange  Commission's  public reference
rooms, which are located at:

     450 Fifth Street, NW                   7 World Trade Center, Suite 1300
     Washington, DC  20549                          New York, NY 10048

                       500 West Madison Street, Suite 1400
                             Chicago, IL 60661-2511

     Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms.  This  information is also available  on-line through the SEC's
Electronic Data Gathering,  Analysis,  and Retrieval System (EDGAR),  located on
the SEC's web site (http://www.sec.gov).

     Also, we will provide you (free of charge) with any of our documents  filed
with the SEC. To get your free copies, please call or write:

      Michael McInerney
      Vice President Corporate Development & Investor Relations
      Magnum Hunter Resources, Inc.
      600 East Las Colinas Blvd., Suite 1100
      Irving, Texas 75039
      (972) 401-0752

     We have filed a  registration  statement  with the  Securities and Exchange
Commission on Form S-3 with respect to this offering.  This prospectus is a part
of the  registration  statement,  but the prospectus  does not repeat  important
information that you can find in the registration  statement,  reports and other
documents that we have filed with the Securities  and Exchange  Commission.  The
Securities and Exchange Commission allows us to "incorporate by reference" other
documents filed with the Securities and Exchange Commission, which means that we
can disclose  important  information to you by referring you to other documents.
The documents that are incorporated by reference are legally  considered to be a
part of this prospectus. The documents incorporated by reference are:

     (1) Annual Report on Form 10-K for the year ended December 31, 1999;

     (2)  Quarterly  Reports on Form 10-Q for the periods  ended March 31, 2000,
and June 30, 2000;

     (3)  Definitive  Proxy  Statement  relating to our 2000  annual  meeting of
stockholders;

     (4) The  descriptions  of our common stock  contained  in our  registration
statement filed under Section 12 of the Securities Exchange Act of 1934; and
                                      A-2
<PAGE>
     (5) Any filings with the SEC pursuant to Section 13(a),  13(c), 14 or 15(d)
of the Securities  Exchange Act of 1934 between the date of this  prospectus and
the expiration of this offering.

     As you read the  above  documents,  you may find  some  inconsistencies  in
information from one document to another.  If you find  inconsistencies  between
the documents, or between a document and this prospectus, you should rely on the
statements made in the most recent document.

     No action is being taken in any  jurisdiction  outside the United States to
permit a public offering of our securities or possession or distribution of this
prospectus in any such  jurisdiction.  Persons who come into  possession of this
prospectus in  jurisdictions  outside the United  States must inform  themselves
about and observe any  restrictions as to this offering and the  distribution of
this prospectus applicable in those jurisdictions.

                 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

     This prospectus includes "forward-looking" statements within the meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
Exchange Act of 1934. All statements  other than statements of historical  facts
included  in this  prospectus,  including  statements  regarding  our  financial
position,  business strategy,  prospects, plans and objectives of our management
for future operations, and industry conditions, are forward-looking  statements.
Although we believe that the  expectations  reflected  in these  forward-looking
statements are reasonable,  we can give you no assurance that these expectations
will prove to be correct.

     Actual results may differ materially from anticipated  results for a number
of reasons, including:

     o drilling results;

     o oil and gas prices;

     o industry conditions;

     o the prices of goods and services;

     o the availability of drilling rigs and other support services; and

     o the availability of capital resources.

     The information contained in this prospectus, the documents incorporated by
reference  into  this  prospectus,   and  the  prospectus  supplements  identify
additional  factors that could affect our operating results and performance.  We
urge you to carefully consider these factors.

                     [Rest of page intentionally left blank]
                                      A-3
<PAGE>

                                   THE COMPANY

Certain Definitions

     As used in this prospectus,  "Mcf" means thousand cubic feet,  "MMcf" means
million cubic feet, "Bcf" means billion cubic feet, "Bbl" means barrel,  "Mbbls"
means thousand barrels and "MMBbls" means million barrels. "BOE" means barrel of
oil  equivalent,  "Mcfe" means  thousand  cubic feet of natural gas  equivalent,
"MMcfe"  means  million  cubic feet of natural gas  equivalent  and "Bcfe" means
billion cubic feet of natural gas equivalent.  Natural gas equivalents and crude
oil equivalents are determined  using the ratio of six Mcf of natural gas to one
Bbl of crude oil, condensate or natural gas liquids. "Proved reserves" means the
estimated  quantities of oil, gas and natural gas liquids which  geological  and
engineering  data  demonstrate  with  reasonable  certainty to be recoverable in
future  years  from  known  reservoirs  under  exiting  economic  and  operating
conditions.  "Reserve  life" is an estimate of the  productive  life of a proved
reservoir  and for purposes of this  prospectus  is  calculated  by dividing the
proved  reserves  (on an Mcfe  basis)  at the  end of the  period  by  projected
production  volumes for the next 12 months.  All  estimates of reserves,  unless
otherwise  noted,  are  reported  on  a  "net"  basis.   Information   regarding
production,  acreage and numbers of wells is set forth on a gross basis,  unless
otherwise noted.

What Is Magnum Hunter Resources, Inc.?

     Through our  subsidiaries,  we operate as an  independent  energy  company.
Magnum Hunter  Resources,  Inc. is a holding  company that owns interests in the
following entities:

     o Magnum  Hunter  Production,  Inc., a Texas  corporation,  of which Magnum
Hunter owns 100%;

     o Gruy Petroleum Management Company , a Texas corporation,  of which Magnum
Hunter owns 100%;

     o Hunter Gas Gathering,  Inc., a Texas corporation,  of which Magnum Hunter
owns 100%;

     o TEL Offshore  Trust,  a trust created  under the laws of Texas,  of which
Magnum Hunter owns approximately 40%;

     o Bluebird Energy,  Inc., an Oklahoma  corporation,  of which Magnum Hunter
owns 100%;

     o Conmag Energy  Corporation,  a Texas corporation,  of which Magnum Hunter
indirectly owns 100%;

     o Rampart  Petroleum  Inc., a Texas  corporation,  of which  Magnum  Hunter
indirectly owns 100%;

     o NGTS,  LLC, a Texas  limited  liability  company,  of which Magnum Hunter
indirectly owns 30%;

     o Swanson Consulting Services,  Inc., a Texas corporation,  of which Magnum
Hunter indirectly owns 15%;

     o Aurion Technologies, Inc., a Delaware corporation, of which Magnum Hunter
indirectly owns less than 10%; and

     o Mallard  Hunter LP, a Texas limited  partnership,  of which Magnum Hunter
indirectly owns 1%.

What do we do?

     o We  exploit  and  develop,  acquire,  explore  and  operate  oil  and gas
properties  with a geographic  focus in the  Mid-Continent  Region,  the Permian
Basin and the Gulf Coast/Gulf of Mexico Region.

     o At December 31, 1999, we had an interest in 3,100 wells and had estimated
Proved Reserves of 383.2 Bcfe with an SEC PV-10 of $370.1 million. Approximately
74% of these  reserves  were Proved  Developed  Producing  Reserves and 48% were
attributable to the Mid-Continent  Region,  47% were attributable to the Permian
Basin,  and 5% were  attributable  to the Gulf  Coast/Gulf of Mexico Region.  At
December  31,  1999,  our  Proved  Reserves  had an  estimated  Reserve  Life of
approximately 14 years and were 60% natural gas. We serve as
                                      A-4
<PAGE>
     operator for approximately 73% of our properties, based on the gross number
of producing  wells in which the we own an interest  and 89% of our  properties,
based upon the year-end SEC PV-10 value. Additionally,  we own over 480 miles of
gas  gathering  systems  and a 50% or greater  ownership  interest  in three gas
processing plants that are located adjacent to certain of our owned and operated
producing properties located in the states of Texas, Oklahoma and Arkansas.

     o In December 1995 we acquired all the  subsidiaries  of Hunter  Resources,
Inc., a Pennsylvania  corporation,  and the management of Hunter Resources, Inc.
assumed  operating  control  of  our  company.   The  new  management  initially
implemented  a business  strategy  that  emphasized  acquisitions  of long_lived
proved reserves with  significant  exploitation  and  development  opportunities
where we generally  could control the operation of the  properties.  Our company
has  recently  altered  this  strategy  by  complementing  its  acquisitions  of
long-lived  reserves by expanding its exploration efforts in the Gulf of Mexico.
Typically oil and gas production from fields located in the Gulf of Mexico has a
short reserve life with high production volumes.

     o  As  discussed  above,  we  have  recently   significantly  expanded  our
exploration  efforts.  In May 1999,  we entered  the Gulf of Mexico as a working
interest  participant  in new  exploratory  drilling on the shallow water shelf.
This new program  yielded  four new  discoveries  in six attempts in 1999 and is
expected  to continue to add  significantly  to reserves  and cash flow as these
successes are put on production.  Initial sales from one of our 1999 discoveries
commenced in February 2000.  Production  from other Gulf of Mexico  successes is
scheduled to commence during 2000 and into 2001. We own an interest in 34 blocks
in the Gulf of Mexico with working interest generally at the 25% level.

     o We also  presently  intend  to focus  on  additional  producing  property
acquisitions,   our  substantial   inventory  of  exploitation  and  development
opportunities and selected  exploratory  drilling prospects.  We have identified
over 700 development drilling locations (including both production and injection
wells)  on our  properties,  substantially  all of which  are  low-risk  in-fill
drilling opportunities.

What is our business strategy?

     To increase our  reserves,  production,  cash flow and  earnings  through a
program of (i) exploiting and developing acquired properties, (ii) strategically
acquiring proved reserves and (iii) selectively exploring additional fields. The
following are key elements of our strategy:

     o  Exploitation  and  Development  of  Existing   Properties.   We  have  a
substantial inventory of exploitation projects,  including development drilling,
workovers  and  recompletions.  We seek to maximize the value of our  properties
through development  activities,  including in-fill drilling,  waterflooding and
other enhanced recovery techniques.

     o Management of Operating  Costs. We emphasize  strict cost controls in all
aspects of our business and seek to operate our own properties when possible. By
operating  approximately  73% of our  properties  (based on the gross  number of
producing  wells in which we own an interest),  we are generally able to control
direct operating and drilling costs. This also allows us to manage the timing of
our development and exploration activities.

     o  Property  Acquisitions.  Although  we have  an  extensive  inventory  of
exploitation  and  development  opportunities,  we continue to pursue  strategic
acquisitions  that fit our objective of having proved reserves with  development
potential and operating control.

     o Expansion of Gas Gathering,  Processing and Marketing Operations. We have
implemented  several  programs to expand and increase the  efficiency of our gas
gathering systems and gas processing plants. We own over 70% and market directly
and indirectly  approximately  91% of the natural gas that moves through our gas
gathering  systems  and,  therefore,  benefit  from any  cost  and  productivity
improvements.  In  December  1997,  we  acquired  a 30%  interest  in NGTS,  LLC
("NGTS"),  a natural gas marketing company  marketing gas for third parties,  in
the amount of  approximately  350 MMcf per day as of  December  31,  1999.  NGTS
currently  markets  approximately  53% of the our natural gas. We will  consider
opportunities  to acquire or develop  additional  gas gathering  and  processing
facilities that are associated with our current production.
                                      A-5
<PAGE>
     o Exploration.  We are participating in drilling Gulf of Mexico exploratory
wells in an effort to add shorter-lived, higher output production to our reserve
mix. The use of 3-D seismic as a tool in our exploratory drilling in the Gulf of
Mexico has to date been highly effective.  We also attempt to align ourself with
active Gulf of Mexico industry partners who have similar  philosophies and goals
with respect to a "fast track" program in placing new production online. We also
have an active onshore exploration program  concentrated in our various areas of
operation.

Where are we located?

      The location of our corporate headquarters is:

                 Magnum Hunter Resources, Inc.
            600 East Las Colinas Blvd., Suite 1100
                      Irving, Texas 75039
                        (972) 401-0752

     We also maintain field production offices in Shamrock, Midland, Gainesville
and Abilene,  Texas;  Taylor,  Arkansas;  Hobbs, New Mexico;  and Oklahoma City,
Oklahoma.

Where can I find additional information?

     Additional  information  concerning us is included in our reports and other
documents incorporated by reference in this prospectus.  See "WHERE YOU CAN FIND
MORE INFORMATION."

                                  RISK FACTORS

Our substantial leverage could adversely affect us

We have a significant amount of debt

     We are highly leveraged,  with outstanding  long-term debt of approximately
$225 million  compared to  stockholders'  equity of $46.5 million as of June 30,
2000. Our level of indebtedness  affects our future operations.  Because we must
dedicate a substantial  portion of our cash flow from  operations to the payment
of interest on our debt, the cash flow is not available for other purposes.  The
covenants  contained  in  our  credit  facilities  require  us to  meet  certain
financial tests and limit our ability to borrow  additional  funds or to acquire
or dispose of assets.  Also, our ability to obtain  additional  financing in the
future may be impaired by our substantial leverage. Additionally, the senior (as
opposed to subordinated)  status of our 10% Senior Notes due 2007, our high debt
to equity ratio, and the pledge of substantially all of our assets as collateral
for our primary  credit  facility  will,  for the  foreseeable  future,  make it
difficult for us to obtain  financing on an unsecured basis or to obtain secured
financing other than certain "purchase money" indebtedness collateralized by the
acquired assets.

To service our indebtedness, we will require a significant amount of cash

     While we reported an  operating  profit for the six month period ended June
30, 2000 and for the year ended December 31, 1999, we reported an operating loss
for fiscal 1998,  and at June 30, 2000, we had an  accumulated  deficit of $59.9
million.  Our  ability to meet our  financial  covenants  and to make  scheduled
payments of principal  and interest to repay our  indebtedness  depends upon our
operating  results and our ability to obtain  financing.  However,  we cannot be
certain that our business will generate  sufficient cash flow from operations or
that future bank credit will be available in an amount  sufficient  to enable us
to service our  indebtedness  or make necessary  capital  expenditures.  In such
event,  we  would  need to  obtain  such  financing  from  the  sale  of  equity
securities,  other  debt  financing  or the  sale of  certain  of the  Company's
properties.  We cannot  predict  whether any such financing will be available on
terms acceptable to us. If we are not able to secure such financing,  we may not
be able to continue to implement our business strategy.
                                      A-6
<PAGE>
Despite our current indebtedness levels, we still may be able to incur more debt

     Our primary  credit  facility  limits our  borrowings  to a borrowing  base
amount determined by the lenders, in their sole discretion, based upon a variety
of factors,  including the amount of indebtedness  that our oil and gas reserves
and other  assets  can  adequately  support.  As of June 30,  2000,  we had $8.0
million of borrowing  available  under the borrowing base for our current credit
facility.  Our subsidiary  Bluebird Energy, Inc. has a revolving credit facility
which,  as of June 30,  2000,  had $400  thousand of borrowing  available.  This
credit  facility  is  non-recourse  to us. A  significant  decline in oil or gas
prices  below  their  current  levels  could  materially  adversely  affect  the
availability of funds under our credit facility.

We must maintain certain financial ratios

     Our primary credit facility also requires us to satisfy  certain  financial
ratios in the future.  One covenant  requires that we maintain a ratio of funded
indebtedness divided by the sum of funded indebtedness plus equity (the "Debt to
Capitalization  Ratio") of not more than 0.80 to 1.0. At June 30, 2000, we had a
Debt to  Capitalization  Ratio of 0.69 to 1.0. Another  covenant  requires us to
maintain a ratio of Consolidated  EBITDA to Interest  Expense (as defined in our
primary credit facility agreements) of not less than

     o 1.50 to 1.0 for the calendar  quarters ending  September 30, 1999 through
December 31, 2000;

     o 1.75 to 1.0 for the calendar  quarters ending March 31, 2000 through June
30, 2000; and

     o 2.00 to 1.0 for the  calendar  quarters  ending  September  30,  2000 and
thereafter.


     We had a ratio of Consolidated EBITDA to Interest Expense of 2.06 to 1.0 as
of June 30, 2000.  The  Consolidated  EBITDA to Interest  Expense  ratio is very
sensitive to oil and gas price levels,  and a lowering of product  prices in the
future might  jeopardize  our compliance  with this ratio.  We are attempting to
reduce this risk by the  acquisition  or drilling of higher cash flow  producing
properties (shorter reserve life) to somewhat offset our long-lived reserve base
or possibly monetizing certain of our non-strategic assets.

     If we fail to satisfy these  covenants or any of the other covenants in our
credit facilities,  that failure would constitute an event of default thereunder
and, subject to certain grace periods,  may permit the lenders to accelerate the
indebtedness  then outstanding  under the applicable  credit facility and demand
immediate repayment thereof.

Our business is dependent on conditions in the oil and gas industry,
    which can be volatile

     Our  revenues,  profitability  and the  carrying  value  of our oil and gas
properties depend  substantially  upon prevailing prices of, and demand for, oil
and gas and the costs of acquiring,  finding, developing and producing reserves.
Oil and gas prices also substantially affect our ability to maintain or increase
our borrowing capacity,  to repay current or future indebtedness,  and to obtain
additional  capital on attractive terms.  Historically,  the markets for oil and
gas have been  volatile and are likely to continue to be volatile in the future.
Prices for oil and gas fluctuate widely in response to:

     o relatively minor changes in the supply of, and demand for, oil and gas;

     o market uncertainty; and

     o a variety of additional factors, all of which are beyond our control.

     These factors include domestic and foreign political conditions,  the price
and availability of domestic and imported oil and gas, the level of consumer and
industrial demand, weather, domestic and foreign government relations, the price
and  availability  of alternative  fuels and overall  economic  conditions.  Our
production is  predominantly  weighted  toward gas, making our earnings and cash
flow more sensitive to gas price  fluctuations.  Also, our ability to market our
production  depends in part upon the  availability,  proximity  and  capacity of
gathering systems,  pipelines and processing  facilities.  Volatility in oil and
gas prices  could  affect our  ability to market  our  production  through  such
systems,  pipelines or facilities.  Currently, we sell substantially all our gas
production  to gas  marketing  firms or end users either on the spot market on a
month-to-month  basis at  prevailing  spot  market  prices  or  under  long_term
contracts  based on current spot market  prices.  An affiliate of ONEOK Inc. has
the right to market the undedicated natural gas we sell in the state of Oklahoma
until  February  2004 or such  earlier date as ONEOK  affiliates  cease to own a
specified  percentage  of our equity  securities.  ONEOK is currently  marketing
production from five wells for a total of 375 Mcf/d.
                                      A-7
<PAGE>
     Under the full cost accounting  method,  we are required to take a non_cash
charge against  earnings if capitalized  costs of  acquisition,  exploration and
development  (net of depletion,  depreciation and  amortization),  less deferred
income taxes,  exceed the present value of our proved  reserves and the lower of
cost or fair value of unproved  properties after income tax effects. As a result
of the severe  decline in oil and gas prices in 1998,  we  recognized a non-cash
impairment  of oil and gas  properties  of $42.7  million at  December  31, 1998
pursuant to such "ceiling"  test in the full cost method of accounting.  Certain
subsequent  improvements in pricing  reduced the amount of such charge.  Without
the benefit of these pricing improvements,  we would have incurred an impairment
of $81.2 million.  Once incurred,  a write-down of oil and gas properties is not
reversible at a later date even if oil and gas prices increase.

You should not place undue reliance on our reserve data because
    they are estimates

     The annual report  incorporated  by reference in this  prospectus  contains
estimates  of our oil and gas  reserves and the future net cash flows from those
reserves that were  prepared or audited by  independent  petroleum  consultants.
There are numerous  uncertainties  inherent in  estimating  quantities of proved
reserves of oil and gas and in  projecting  future rates of  production  and the
timing of development  expenditures,  including many factors beyond our control.
The estimates in this annual report rely on various assumptions,  including, for
example,  constant oil and gas prices, operating expenses,  capital expenditures
and  the  availability  of  funds,  and,  therefore,  are  inherently  imprecise
indications  of future net cash flows.  Actual  future  production,  cash flows,
taxes,   operating   expenses,   development   expenditures  and  quantities  of
recoverable  oil and gas reserves may vary  substantially  from those assumed in
the estimates.  Any significant  variance in these  assumptions could materially
affect the estimated quantity and value of reserves.  Additionally,  we may have
to revise our  reserves  based upon actual  production  performance,  results of
future  development  and  exploration,  prevailing  oil and gas prices and other
factors, many of which are beyond our control.

     You should not construe the present value of proved reserves referred to in
the annual report as the current market value of the estimated  proved  reserves
of oil and gas attributable to our properties. In accordance with Securities and
Exchange Commission requirements,  we have based the estimated discounted future
net cash flows from  proved  reserves  on prices and costs as of the date of the
estimate,  whereas  actual future prices and costs may vary  significantly.  The
following factors may also affect actual future net cash flows:

     o the timing of both production and related expenses;

     o changes in consumption levels; and

     o governmental regulations or taxation.

     In addition,  the  calculation  of the present value of the future net cash
flows using a 10% discount as required by the Securities and Exchange Commission
is not necessarily the most appropriate discount rate based on interest rates in
effect from time to time and risks  associated  with our reserves or the oil and
gas  industry  in  general.  Furthermore,  we may need to  revise  our  reserves
downward or upward based upon actual production,  results of future development,
supply  and  demand  for oil and gas,  prevailing  oil and gas  prices and other
factors.

Maintaining reserves and revenues in the future depends on successful
     exploration and development

     Our future success  depends upon our ability to find or acquire  additional
oil and gas reserves that are economically  recoverable.  Unless we successfully
explore or develop or acquire properties containing proved reserves,  our proved
reserves  will  generally  decline as we produce  them.  The decline rate varies
depending upon reservoir  characteristics and other factors.  Our future oil and
gas  reserves  and  production,  and,  therefore,  cash flow and income,  depend
greatly upon our success in  exploiting  our current  reserves and  acquiring or
finding additional  reserves.  We cannot assure you that our planned development
projects  and  acquisition  activities  will  result in  significant  additional
reserves or that we will successfully drill productive wells at economic returns
to replace our current and future production.
                                      A-8
<PAGE>

Our acquisitions involve certain risks

     We have  grown  primarily  through  acquisitions  and  intend  to  continue
acquiring oil and gas  properties in the future.  Although we review and analyze
the properties that we acquire,  such reviews are subject to  uncertainties.  It
generally is not possible to review in detail every individual property involved
in an  acquisition.  Ordinarily,  we  focus  our  review  on  the  higher_valued
properties.  However,  even a detailed  review of all properties and records may
not reveal  existing or  potential  problems.  Economics  dictate that we cannot
become  sufficiently  familiar  with all the  properties  to assess  fully their
deficiencies  and  capabilities.  We do not always conduct  inspections on every
well. Even when we do inspect a specific well, we cannot always detect potential
problems, such as mechanical integrity of equipment and environmental conditions
that may require significant remedial expenditures.

     We have begun to focus our  acquisition  efforts on larger  packages of oil
and gas  properties.  Acquisitions  of larger oil and gas properties may involve
substantially  higher costs and may pose additional issues regarding  operations
and  management.  We  cannot  assure  you  that we will be able to  successfully
integrate all of the oil and gas properties  that we acquire into our operations
or that we will achieve desired profitability objectives.

Our exploration and development activities are subject to significant risks

Our operations are subject to delays and cost overruns, and our activities
    may not be profitable

     We intend to  increase  our  exploration  activities  and to  continue  our
development   activities.   Exploratory   drilling  and,  to  a  lesser  extent,
developmental drilling of oil and gas reserves involve a high degree of risk. We
have recently  expanded,  and plan to increase our capital  expenditures on, our
exploration efforts,  which involve a higher degree of risk than our development
activities.  It  is  possible  that  we  will  not  obtain  adequate  commercial
production  or that  drilling  and  completion  costs  will  exceed the value of
production.  The  cost of  drilling,  completing  and  operating  wells is often
uncertain.  Numerous  factors,  including  title problems,  weather  conditions,
compliance  with  governmental  requirements  and  shortages  or  delays  in the
delivery  of  equipment,  may  curtail,  delay or  cancel  drilling  operations.
Furthermore,  completion of a well does not assure a profit on the investment or
a recovery of drilling, completion and operating costs.

We conduct  waterflood projects and other secondary recovery operations

     Secondary recovery operations involve certain risks,  especially the use of
waterflooding  techniques,  and drilling activities in general. Our inventory of
development  prospects  includes  waterflood  projects.   With  respect  to  our
properties  located  in  the  Permian  Basin,  we  have  identified  significant
potential  expenditures  related to  further  developing  existing  waterfloods.
Waterflooding  involves  significant capital  expenditures and uncertainty as to
the total amount of recoverable  secondary reserves.  In waterflood  operations,
there is generally a delay  between the  initiation  of water  injection  into a
formation containing hydrocarbons and any increase in production.  The operating
cost per unit of production of  waterflood  projects is generally  higher during
the initial  phases of such projects due to the purchase of injection  water and
related costs.  Costs are also higher during the later stages of the life of the
project as crude oil production declines.  The degree of success, if any, of any
secondary  recovery program depends on a large number of factors,  including the
amount of primary  production,  the porosity and  permeability of the formation,
the  technique  used,  the  location of  injector  wells and the spacing of both
producing and injector wells.

We are subject to casualty risks in our onshore and offshore activities

     Our oil and gas business  involves a variety of operating risks,  including
unexpected  formations or pressures,  uncontrollable flows of oil, gas, brine or
well  fluids  into  the  environment  (including   groundwater   contamination),
blowouts, fires, explosions,  pollution,  marine hazards and other risks, any of
which could cause  personal  injuries,  loss of life,  damage to properties  and
substantial  losses.  Although we carry  insurance at levels that we believe are
reasonable, we are not fully insured against all risks. We do not carry business
interruption insurance except on rare occasions.  Losses and liabilities arising
from uninsured or  under-insured  events could  materially  affect our financial
condition and operations.
                                      A-9
<PAGE>

We hedge our oil and gas production

     As of  June  30,  2000,  we had  hedged  approximately  (i)  10% of our gas
production through December 31, 2000, and (ii) 48% of our oil production through
December  31,  2000.  These  hedges  have  in  the  past  involved  fixed  price
arrangements  and other price  arrangements  at a variety of prices,  floors and
caps.  We have in the past and may in the future  enter into oil and gas futures
contracts,  options and swaps. Our hedging activities,  while intended to reduce
our  sensitivity  to changes in market  prices of oil and gas,  are subject to a
number of risks  including  instances in which we or the  counterparties  to our
hedging contracts could fail to perform. Additionally, the fixed price sales and
hedging contracts limit the benefits we will realize if actual prices rise above
the contract prices.

Our operations are subject to many laws and regulations

     The oil and gas industry is heavily regulated.  Extensive  federal,  state,
local and  foreign  laws and  regulations  relating to the  exploration  for and
development,  production,  gathering  and  marketing  of oil and gas  affect our
operations.  Some of the regulations  set forth standards for discharge  permits
for drilling  operations,  drilling  and  abandonment  bonds or other  financial
responsibility  requirements,  reports  concerning  operations,  the  spacing of
wells,  unitization  and pooling of properties and taxation.  From time to time,
regulatory agencies have imposed price controls and limitations on production by
restricting  the  rate of flow of oil and  gas  wells  below  actual  production
capacity to conserve supplies of oil and gas.

     Numerous  environmental laws, including but not limited to, those governing
management  of waste,  protection  of  water,  air  quality,  the  discharge  of
materials into the environment, and preservation of natural resources impact and
influence our operations. If we fail to comply with environmental laws regarding
the discharge of oil, gas, or other materials into the air, soil or water we may
be subject to liabilities to the government and third parties,  including  civil
and  criminal  penalties.  These  regulations  may  require us to incur costs to
remedy the  discharge.  Laws and  regulations  protecting the  environment  have
become more stringent in recent years, and may, in certain circumstances, impose
retroactive,  strict, and joint and several liability,  potentially resulting in
liability for environmental  damage regardless of negligence or fault. From time
to time,  we have agreed to indemnify  sellers of producing  properties  against
certain liabilities for environmental claims associated with such properties. We
cannot  assure  you  that  new  laws or  regulations,  or  modifications  or new
interpretations   of  existing   laws  and   regulations,   will  not   increase
substantially  the  cost  of  compliance  or  adversely  affect  our oil and gas
operations and financial  condition.  Material  indemnity  claims may also arise
with respect to  properties  acquired by or from us. While we do not  anticipate
incurring  material  costs  in  connection  with  environmental  compliance  and
remediation, we cannot guarantee that we will not incur material costs.

We are subject to substantial competition, and this competition may
    adversely affect our operations

     We encounter substantial competition in acquiring properties,  drilling for
new reserves,  marketing oil and gas,  securing trained  personnel and operating
our  properties.  Many  competitors  have  financial  and other  resources  that
substantially   exceed  our  resources.   Our   competitors   in   acquisitions,
development, exploration and production include major oil companies, natural gas
utilities,  numerous  independents,   individual  proprietors  and  others.  Our
competitors  may be able to pay more  for  desirable  leases  and may be able to
evaluate,  bid for and purchase a greater number of properties or prospects than
our financial or personnel resources will permit.

Our business may be adversely affected if we lose our key personnel

     We depend greatly upon three key individuals within our management: Gary C.
Evans,  Matthew C. Lutz and Richard R. Frazier.  The loss of the services of any
one of these individuals could materially impact our operations.

The market price of our common  stock could be adversely  affected by sales
        of  substantial  amounts of common stock in the public market or the
        perception that such sales could occur

     We are authorized to issue up to 100,000,000  shares of common stock. As of
June 30, 2000,  20,114,569  shares were issued and  outstanding,  and 14,304,402
shares were reserved for issuance upon the conversion of shares of our preferred
stock and upon the exercise of certain outstanding warrants and options. We also
reserve  10,512,149  shares for issuance upon exercise of the warrants issued in
June 1999. Issuing additional shares of common stock pursuant to such conversion
rights,   outstanding   warrants,   options  and   warrants   would  reduce  the
proportionate  ownership and voting rights of the
                                      A-10
<PAGE>
     common stock then outstanding. Our existing management and their affiliates
owned  2,853,644  shares of common stock as of March 15,  2000,  that may in the
future be sold in compliance  with Rule 144 adopted under the  Securities Act of
1933. In addition, our primary credit facility contains a debt to capitalization
ratio covenant  requiring us to maintain a ratio of .80 to 1.0. The  possibility
that  substantial  amounts of common stock may be sold in the public  market may
adversely  affect  prevailing  and future market prices for the common stock and
could impair our ability to raise capital through the sale of equity  securities
in the future.

We have never paid cash dividends on our common stock

     We have  never  paid any cash  dividends  on the  common  stock  and do not
anticipate  paying dividends on the common stock in the foreseeable  future.  We
intend to reinvest all available funds for the  development of our business.  In
addition,  we cannot pay any  dividends  on our common stock unless and until we
pay all dividends payable on outstanding preferred stock, which have in the past
been paid on a timely  basis.  Our primary  credit  facility  and the  indenture
governing  our 10%  Senior  Notes due 2007 also  restrict  the  payment  of cash
dividends on certain securities.

     Provisions  in  our  charter  and  bylaws  may  affect  your  rights  as  a
stockholder  and limit the price some investors  might be willing to pay for our
common stock

We have outstanding preferred stock and have the ability to issue more

     Our common stock is  subordinate  to all  outstanding  classes of preferred
stock in the payment of dividends and other  distributions  made with respect to
the stock,  including  distributions  upon  liquidation or dissolution of Magnum
Hunter. Our Board of Directors is authorized to issue up to 10,000,000 shares of
preferred stock without first obtaining shareholder approval,  except in limited
circumstances.  We have  previously  issued several  series of preferred  stock,
although only the 1996 Series A Convertible  Preferred Stock and the 1999 Series
A 8% Convertible  Preferred Stock are currently  outstanding.  On June 30, 2000,
the holders of our 1996 Series A Convertible  Preferred Stock agreed to exchange
the  convertible  preferred  securities  for (i)  900,000  warrants  to purchase
restricted  shares of our common  stock at an exercise  price of $5.25 per share
with an  expiration  date of June 30, 2003 and (ii) payment of $10 million.  The
convertible  preferred  stock was  transferred to our  wholly-owned  subsidiary,
Bluebird Energy,  Inc. If we designate or issue other series of preferred stock,
it will create  additional  securities  that will have dividend and  liquidation
preferences  over the common stock. If we issue  convertible  preferred stock, a
subsequent conversion may dilute the current shareholders' interest.

Certain anti-takeover provisions may affect your rights as a stockholder

     Our Articles of  Incorporation  and Bylaws include certain  provisions that
may encourage persons considering  unsolicited tender offers or other unilateral
takeover  proposals to negotiate with our Board of Directors  rather than pursue
non-negotiated  takeover  attempts.  These provisions  include authorized "blank
check"  preferred  stock and the  availability of authorized but unissued common
stock.  In addition,  on January 9, 1998, we adopted a shareholder  rights plan.
Under the shareholder  rights plan, the rights initially  represent the right to
purchase  one  one-hundredth  of a share of 1998  Series A Junior  Participating
Preferred Stock for $35.00 per one  one-hundredth  of a share. The rights become
exercisable only if a person or a group acquires or commences a tender offer for
15% or more of our common  stock.  Until they become  exercisable,  these rights
attach  to and  trade  with our  common  stock.  The  rights  issued  under  the
shareholder  rights plan expire January 20, 2008.  Issuing  preferred  stock may
delay  or  prevent  a  change  in  control  of  Magnum  Hunter  without  further
shareholder  action and may  adversely  affect the rights and powers,  including
voting rights,  of the holders of common stock.  In certain  circumstances,  the
issuance of preferred  stock could depress the market price of the common stock.
In  addition,  a change  of  control,  as  defined  under the 10%  Senior  Notes
indenture,  would  entitle the  holders of our 10% Senior  Notes due 2007 to put
those notes to Magnum  Hunter under the indenture  governing  such notes and the
lenders to  accelerate  payment  of  outstanding  indebtedness  under our credit
facility. Both of these events could discourage takeover attempts by making such
attempts more expensive.
                                      A-11
<PAGE>

Potential problems related to the year 2000 may adversely affect our business

     Beginning in 1998,  we were  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 us and
continuity with respect to customer service. As a result of this program,  there
were no significant occurrences of Year 2000-related failures.  Additionally, we
do not anticipate that any significant subsequent events will occur.

                                 USE OF PROCEEDS

     Unless we specify otherwise in an accompanying  prospectus  supplement,  we
intend to use the net proceeds we receive from the sale of securities offered by
this prospectus and the accompanying  prospectus supplement for the repayment of
debt  under  our  credit  lines  and for  general  corporate  purposes.  General
corporate  purposes may include  additions to working  capital,  development and
exploration expenditures or the financing of possible acquisitions.

     The net proceeds may be invested  temporarily until they are used for their
stated purpose.

                          DESCRIPTION OF CAPITAL STOCK

Common Stock

     We are presently  authorized to issue  100,000,000  shares of common stock,
par value  $.002,  of which  20,115,819  shares were issued and  outstanding  at
August 1, 2000. The holders of our common stock are entitled to equal  dividends
and  distributions,  per share, with respect to the common stock when, as and if
declared by our Board of Directors from funds legally available for payment.  No
holder of any shares of our common stock has a preemptive right to subscribe for
any of our  securities,  and no  shares  of our  common  stock  are  subject  to
redemption  or  convertible  into  other of our  securities.  Upon  liquidation,
dissolution or winding up of Magnum  Hunter,  and after payment of creditors and
preferred  stockholders,  if any,  the  assets  will be  divided  pro-rata  on a
share-for-share  basis  among the  holders of the  shares of our  common  stock.
Holders  of our  common  stock do not have  cumulative  voting  rights,  so that
holders  of more than 50% of the  combined  shares  voting for the  election  of
directors may elect all of the  directors,  if they choose to do so and, in that
event, the holders of the remaining shares will not be able to elect any members
of our Board of Directors.

Preferred Stock

     Under our Articles of Incorporation, as amended, our Board of Directors has
the power,  generally without further action by the holders of our common stock,
to issue up to 10,000,000  shares of preferred stock, par value $.001, in one or
more  series  as  designated  by our Board of  Directors  and to  designate  the
relative  rights and preferences of preferred  stock.  The designation of rights
and  preferences  could include  preferences as to  liquidation,  redemption and
conversion rights, voting rights,  dividends or other preferences,  any of which
may be  dilutive to the  interest  of the  holders of our common  stock or other
series of preferred stock.

     The following  summary  describes  certain  general terms of our authorized
preferred stock. If we offer  additional  preferred stock, a description will be
filed with the Securities and Exchange  Commission and the specific terms of the
preferred  stock will be described in the prospectus  supplement,  including the
following terms:

     o the series, the number of shares offered and the liquidation value of the
preferred stock;

     o the price at which the preferred stock will be issued;

     o the dividend  rate,  the dates on which the dividends will be payable and
other terms relating to the payment of dividends on the preferred stock;

     o the liquidation preference of the preferred stock;

     o the voting rights of the preferred stock;
                                      A-12
<PAGE>
     o whether or not the preferred  stock is redeemable or subject to a sinking
fund, and the terms of any such redemption or sinking fund;

     o whether the preferred stock is convertible or exchangeable  for any other
securities, and the terms of any such conversion; and

     o any  additional  rights,  preferences,  qualifications,  limitations  and
restrictions relating tothe preferred stock.

     Our  Articles  of  Incorporation  allow  our  Board of  Directors  to issue
preferred  stock  from time to time in one or more  series,  without  any action
being taken by our  stockholders.  Subject to the  provisions of our Articles of
Incorporation  and  limitations  prescribed  by law, our Board of Directors  may
adopt  resolutions  to issue  shares  of a series  of our  preferred  stock  and
establish their terms. These terms may include:

     o voting powers;

     o designations;

     o preferences;

     o dividend rights;

     o dividend rates;

     o terms of redemption;

     o redemption process;

     o conversion rights; and

     o  any  other  terms  permitted  to  be  established  by  our  Articles  of
Incorporation and by applicable law.


     The preferred stock will, when issued, be fully paid and non-assessable.

     Of the 10,000,000  shares of $.001 par value  preferred stock Magnum Hunter
is  authorized  to  issue,  216,000  shares  have  been  designated  as Series A
Preferred  Stock,  925,000  shares  have been  designated  as Series B Preferred
Stock,  625,000  shares  have  been  designated  as  Series C  Preferred  Stock,
1,000,000  shares have been  designated as 1996 Series A  Convertible  Preferred
Stock and 50,000  shares have been  designated  as 1999 Series A 8%  Convertible
Preferred  Stock,  although only the last two series were outstanding as of June
30,  2000.  In  connection  with our  stockholders'  rights  plan,  the Board of
Directors also  designated  500,000  shares of preferred  stock as 1998 Series A
Junior Participating Preferred Stock.

     As of June 30, 2000,  there were  outstanding  1,000,000 shares of our 1996
Series A Convertible  Preferred Stock, all of which were held by our subsidiary,
Bluebird Energy,  Inc. The shares have a stated and liquidation value of $10 per
share and pay a fixed annual  cumulative  dividend of 8.75% payable quarterly in
arrears. The shares are convertible into shares of common stock of Magnum Hunter
at a conversion  price of $5.25 per share,  subject to  adjustments.  We have an
option to exchange  these shares into  convertible  subordinated  debentures  of
equivalent  value. The holders of these shares also have the right to require us
to  redeem  all  or  any  part  of  the  shares  upon  certain  sales  of all or
substantially  all of Magnum  Hunter's  assets or upon  changes in control.  The
holders of these shares are entitled, on all matters submitted for a vote of the
holders of shares of common stock, to an as-converted number of votes.

     As of June 30,  2000,  there  were  outstanding  50,000  shares of our 1999
Series A 8% Convertible  Preferred Stock.  These shares have a liquidation value
of $1,000 per share and are  convertible  into Magnum  Hunter stock at $5.25 per
share,  subject to  adjustments.  Dividends on these shares have been payable in
cash since  August 1999 at the rate of 8% per annum and are  cumulative.  We may
elect to redeem,  in whole or in part, the outstanding  shares of this series at
specified  prices.  The original  holders of these shares are  entitled,  on all
matters  submitted  for a vote of the holders of shares of common  stock,  to an
as-converted  number of votes,  except as  limited by a  shareholder  and voting
agreement  currently in effect.  The original  holders of these shares also have
certain board  representation  rights  pursuant to the current  shareholder  and
voting agreement.

     The issuance of additional  preferred stock may have the effect of delaying
or preventing a change in control of Magnum Hunter without  further  stockholder
action and may adversely affect the rights and powers,  including voting rights,
of the holders of our common stock.  In certain  circumstances,  the issuance of
preferred stock could depress the market price of our common stock. The Board of
Directors effects a designation of each series of preferred stock by filing with
the Nevada  Secretary of State a Certificate of Designation  defining the rights
and preferences of such series.
                                      A-13
<PAGE>
     Documents  so filed are  matters of public  record and may be  examined  in
accordance with  procedures of the Nevada  Secretary of State, or copies thereof
may be obtained from Magnum Hunter.

Warrants

     In July 1999, we distributed to our common stockholders,  at no charge, one
warrant  for every three  shares of our common  stock that they owned on May 31,
1999. We also distributed to holders of our 1996 Series A Convertible  Preferred
Stock,  at no charge,  .63492  warrants for every share of such preferred  stock
that they owned on May 31, 1999.  Finally, we distributed to holders of our 1999
Series A 8% Convertible Preferred Stock, at no charge, 63.492 warrants for every
share of such  preferred  stock that they  owned on May 31,  1999.  Our  company
currently has 10,512,149 warrants outstanding.  Each warrant entitles the holder
to purchase one share of our common stock for $6.50. Each warrant will expire on
July 1, 2002.

     On June 30, 2000, we issued to the holders of our 1996 Series A Convertible
Preferred  Stock 900,000  warrants to purchase  restricted  common shares of our
stock at an exercise  price of $5.25 per share with an  expiration  date of June
30, 2003.

Anti-takeover Provisions

     Certain  provisions  in  our  Articles  of  Incorporation  and  bylaws  may
encourage  persons  considering  unsolicited  tender offers or other  unilateral
takeover  proposals to negotiate with our Board of Directors  rather than pursue
non-negotiated takeover attempts.

     Blank Check Preferred Stock. Our Articles of Incorporation  authorize blank
check preferred  stock.  Our Board of Directors can set the voting,  redemption,
conversion and other rights  relating to such preferred stock and can issue such
stock in either a private  or public  transaction.  The  issuance  of  preferred
stock,   while  providing  desired   flexibility  in  connection  with  possible
acquisitions  and other corporate  purposes,  could adversely  affect the voting
power of holders of common  stock and the  likelihood  that holders will receive
dividend  payments and payments  upon  liquidation  and could have the effect of
delaying, deferring or preventing a change in control of our company.

     Stockholders'  Rights Plan. We have a  stockholders'  rights plan which was
adopted in 1998.  Under this plan,  one right is  attached  to each  outstanding
share of common stock.  The rights are exercisable  only if a person or group of
affiliated or associated persons acquires beneficial ownership of 15% or more of
our outstanding  common stock or announces a tender offer,  the  consummation of
which  would  result  in  ownership  by a person  or group of 15% or more of our
common stock.  Each right entitles the registered holder to purchase from us one
one-hundredth of a share of 1998 Series A Junior  Participating  Preferred Stock
at an exercise  price of $35.  The  existence of the rights may,  under  certain
circumstances, render more difficult or discourage attempts to acquire us.

Indemnification

     The General  Corporation Law of Nevada permits  provisions in the articles,
by-laws or  resolutions  approved  by  stockholders  which  limit  liability  of
directors for breach of fiduciary duty in certain specified  circumstances.  The
Articles of  Incorporation,  with  certain  exceptions,  eliminate  any personal
liability  of a  director  to Magnum  Hunter or its  stockholders  for  monetary
damages for the breach of a director's  fiduciary duty, and therefore a director
cannot be held liable for damages to our company or our  stockholders  for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
director.  Nevada law permits  indemnification  if a director or officer acts in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the  corporation.  A director or officer must be  indemnified as to
any  matter  in  which  he  successfully  defends  himself.  Indemnification  is
prohibited as to any matter in which the director or officer is adjudged  liable
to the corporation. Insofar as indemnification for liabilities arising under the
Securities  Act  of  1933  may be  permitted  to our  directors,  officers,  and
controlling persons pursuant to the foregoing  provisions or otherwise,  we have
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification  is  against  public  policy  as  expressed  in that Act and is,
therefore, unenforceable.
                                      A-14
<PAGE>
                              PLAN OF DISTRIBUTION

     We intend to enter  into a sales  agreement  with RCG  Brinson  Patrick,  a
division  of Ramius  Securities,  LLC (the "Sales  Manager")  under which we may
issue and sell up to 1,726,217  shares of common stock from time to time through
Sales Manager,  as our exclusive sales manager.  The form of the sales agreement
is an exhibit to the  registration  statement of which this prospectus is a part
and will be incorporated by reference into this  prospectus.  The sales, if any,
of common  stock  made under the sales  agreement  will be made only by means of
ordinary brokers' transactions on the American Stock Exchange.

     Sales  Manager  will sell the shares of common  stock  subject to the sales
agreement from time to time as agreed upon by our company and Sales Manager.  We
will  designate the maximum amount of shares of common stock to be sold by Sales
Manager daily as reasonably agreed to by Sales Manager. Subject to the terms and
conditions  of the sales  agreement,  Sales Manager will use its best efforts to
sell all of the designated shares of common stock. We may instruct Sales Manager
not to sell shares of common  stock if the sales  cannot be effected at or above
the price designated by our company in any such instruction.  Sales Manager will
not be  obligated  to  attempt to sell  shares if the market  price is below the
designated  price.  Our company or Sales  Manager  may  suspend the  offering of
shares of common stock upon proper notice and subject to other conditions.

     The  compensation  to Sales  Manager for sales of common stock will equal a
fixed  commission rate of 3.25% of the gross sales price of any shares sold. The
remaining  sales proceeds,  after deducting any transaction  fees imposed by any
governmental or self-regulatory  organization in connection with the sales, will
equal our net proceeds for the sale of the shares.

     Settlement  for sales of common stock will occur on the third  business day
following  the date on which any sales are made in return for payment of the net
proceeds to us. There is no  arrangement  for funds to be received in an escrow,
trust or similar arrangement.  Sales Manager will act as sales manager on a best
efforts basis.

     In  connection  with the sale of common stock on our behalf,  Sales Manager
may be deemed to be an  "underwriter"  within the meaning of the Securities Act,
and  compensation of Sales Manager may be deemed to be underwriting  commissions
or discounts.  We have agreed to provide  indemnification  and  contribution  to
Sales Manager against certain civil liabilities, including liabilities under the
Securities  Act.  Sales  Manager  may engage in  transactions  with,  or perform
services for, our company in the ordinary course of business.

     The offering of common stock pursuant to the sales agreement will terminate
upon the  earlier of (i) the sale of all shares of common  stock  subject to the
sales agreement or (ii) termination of the sales agreement.  The sales agreement
may be  terminated  by our company or Sales  Manager at any time on or after the
first anniversary of the date of the sales agreement.
                                      A-15
<PAGE>

                                  LEGAL MATTERS

     The validity of the issuance of the securities  offered by this  prospectus
and applicable  prospectus  supplement will be passed upon for us by Fulbright &
Jaworski L.L.P.,  Dallas,  Texas.

                                     EXPERTS

     The consolidated  financial  statements  incorporated in this prospectus by
reference  from our Annual  Report on Form 10-K for the year ended  December 31,
1999,  have been  audited by Deloitte & Touche  LLP,  independent  auditors,  as
stated in their report which is  incorporated  herein by reference  and has been
incorporated  in  reliance  upon the  report  of such  firm,  given  upon  their
authority as experts in auditing and accounting.

     The references to the report of Ryder Scott Company,  independent petroleum
consultants,  incorporated  by  reference  in  this  prospectus,  have  been  so
incorporated in reliance on the report of Ryder Scott Company  estimating proved
reserves,  future net cash flows from such proved reserves and the present value
of such estimated  future net cash flows for Magnum Hunter's  properties  (other
than certain  west Texas  properties)  as of December 31, 1999,  and are made in
reliance  upon the  authority  of such  firm as  experts  with  respect  to such
matters.

     The  references  to the report of  Pollard,  Gore &  Harrison,  independent
petroleum consultants,  incorporated by reference in this prospectus,  have been
so incorporated in reliance on the report of Pollard, Gore & Harrison estimating
proved reserves, future net cash flows from such proved reserves and the present
value of such  estimated  future net cash flows for  certain of Magnum  Hunter's
west Texas properties as of December 31, 1999, and are made in reliance upon the
authority of such firm as experts with respect to such matters.

                                     [LOGO]

                                      A-16
<PAGE>


                 PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other expenses of issuance and distribution

     The following table sets forth the expenses in connection with the issuance
and distribution of the securities covered by this Registration  Statement.  All
such  expenses are  estimates,  other than the  registration  fee payable to the
Securities and Exchange Commission.



Securities and Exchange Commission filing fee.......  $      52,800.00
Printing fees and expenses..........................         25,000.00
Legal fees and expenses.............................         10,000.00
Blue sky fees and expenses..........................          5,000.00
Miscellaneous.......................................          5,000.00
                                                      ------------------
        Total.......................................  $      97,800.00

Item 15.    Indemnification of directors and officers

     The General  Corporation Law of Nevada permits  provisions in the articles,
by-laws or  resolutions  approved  by  stockholders  which  limit  liability  of
directors for breach of fiduciary  duty under certain  specified  circumstances.
The Articles of Incorporation,  with certain exceptions,  eliminate any personal
liability  of a  director  to Magnum  Hunter or its  stockholders  for  monetary
damages for the breach of a director's  fiduciary duty, and therefore a director
cannot be held liable for damages to Magnum Hunter or its stockholders for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
director.  Nevada law permits  indemnification  if a director or officer acts in
good faith in a manner reasonably believed to be in, or not opposed to, the best
interests of the  corporation.  A director or officer must be  indemnified as to
any  matter  in  which  he  successfully  defends  himself.  Indemnification  is
prohibited as to any matter in which the director or officer is adjudged  liable
to the corporation. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors,  officers, and controlling
persons of Magnum  Hunter  pursuant to the  foregoing  provisions  or otherwise,
Magnum  Hunter  has been  advised  that in the  opinion  of the  Securities  and
Exchange Commission,  such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

Item 16.    Exhibit index

     The  following  documents  are  filed  as  exhibits  to  this  Registration
Statement,  including those exhibits incorporated herein by reference to a prior
filing of the Company under the  Securities Act or the Exchange Act as indicated
in parentheses:
<TABLE>
<CAPTION>
<S>                                <C>
Exhibit No.                         Description

1.1*                                Form of Underwriting Agreement (debt securities).
1.2*                                Form of Underwriting Agreement (preferred stock).
1.3*                                Form of Underwriting Agreement (common stock).
1.4*                                Form of Underwriting Agreement (warrants).
1.5*                                Form of Sales Agreement.
4.1                                 Articles of  Incorporation  (Incorporated by reference to the Registration
                                    Statement on Form S-18, File No. 33-30298-D)
4.2                                 Articles  of  Amendment  to  Articles of  Incorporation  (Incorporated  by
                                    reference to the Form 10-K for the year ended December 31, 1990)
</TABLE>
                                      II-1
<PAGE>
<TABLE>
<CAPTION>
<S>                     <C>
4.3                     Articles  of  Amendment  to  Articles of  Incorporation  (Incorporated  by
                        reference to the Registration Statement on Form SB-2, File No. 33-66190)
4.4                     Articles  of  Amendment  to  Articles of  Incorporation  (Incorporated  by
                        reference to the Registration Statement on Form S-3, File No. 333-30453)
4.5                     By-Laws,  as Amended  (Incorporated  by  reference  to the  Registration  Statement  on Form SB-2,  File No.
                        33-66190)
4.6                     Indenture  relating to Senior Notes  (incorporated by reference to the  Registration  Statement on Form S-4,
                        File No. 333-2290.
4.7                     Shareholder  Rights  Agreement  entered  into as of January 6, 1998 by and
                        between Magnum Hunter Resources, Inc. and Securities Transfer Corporation,
                        as Rights Agent  (Incorporated  by reference to the Form 8-K dated January
                        7, 1998, filed January 9, 1998)
4.8                     Certificate  of  Designation  for  1998  Series  A  Junior   Participating
                        Preferred Stock  (Incorporated  by reference to the Form 8-K dated January
                        7, 1998, filed January 9, 1998) .
4.9                     Form of subordinated debt indenture.
4.10*                   Form of Subsidiary Guarantee.
4.11*                   Form of debt securities.
4.12*                   Form of warrants.
4.13*                   Form of Depositary Agreement.
4.14*                   Form of depositary receipt.
5.1                     Opinion of Fulbright & Jaworski, LLP
8.1*+                   Opinion of Fulbright & Jaworski LLP relating to certain tax matters.
12.1                    Calculation of Ratio of Earnings to Fixed Charges and of Ratio of Earnings to Fixed Charges plus Dividends.
23.1                    Consent of Fulbright & Jaworski LLP (included in Exhibits 5.1 and 8.1).
23.2                    Consent of Deloitte & Touche LLP
23.3                    Consent of Ryder Scott Company
23.4                    Consent of Pollard, Gore & Harrison
24.1                    Powers of Attorney (included on signature page).
25.1*                   Form T-1 Statement of Eligibility of Trustee under the Subordinated Indenture.
</TABLE>
----------------

     * The Company  will file as an exhibit to a Current  Report on Form 8-K (i)
any  form  of  Debt  Securities,  Securities  Warrant  Agreement  or  Securities
Warrants, Depositary Receipts or Depositary Agreement,  Subsidiary Guarantee and
any Preferred  Stock  certificate or certificate of  designations,  (ii) form of
Sales Agreement with RCG Brinson Patrick,  LLC, a division of Ramius Securities,
LLC (iii) any form of  underwriting  agreement to be used in connection  with an
offering  of  securities,  (iv) any  opinions of  Fulbright  & Jaworski  LLP not
previously filed and (v) any statement of eligibility of a trustee in connection
with an offering of Debt Securities.

     + To be filed by amendment.

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

Item 17.    Undertakings

     (a) The undersigned registrant does hereby undertake:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which has been  registered)  and any  deviation  from the low or high end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price  represent  no more than a 20% change in the maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective Registration Statement;
                                      II-2
<PAGE>

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to the information in the Registration Statement;

     provided,  however,  that paragraphs (i) and (ii) above do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs is contained in periodic reports filed by the registrant  pursuant to
section  13 or section  15(d) of the  Securities  Exchange  Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act  of  1933,  each  post-effective  amendment  shall  be  deemed  to  be a new
Registration  Statement  relating  to the  securities  offered  therein  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  registrant  pursuant  to Item 15, or  otherwise,  the  registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     (i) The undersigned registrant hereby undertakes:

     (1) That for purposes of determining any liability under the Securities Act
of 1933, the  information  omitted from the form of prospectus  filed as part of
this registration  statement in reliance on Rule 430A and contained in a form of
prospectus  filed by the registrant  pursuant to Rule 424(b)(1) or (4) or 497(h)
under  the  Securities  Act  shall  be  deemed  to be part of this  registration
statement as of the time it is declared effective.

     (2) That for the purpose of determining  any liability under the Securities
Act of 1933,  each  post-effective  amendment that contains a form of prospectus
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the offering of such securities at that time shall be the
initial bona fide offering thereof.

     (j) The registrant hereby undertakes to file an application for the purpose
of determining  the  eligibility  of the trustee to act under  subsection (a) of
section  310 of the  Trust  Indenture  Act in  accordance  with  the  rules  and
regulations  prescribed by the Commission  under section  305(b)(2) of the Trust
Indenture Act.
                                      II-3
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-3 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irving and State of Texas, on September 8, 2000.

MAGNUM HUNTER RESOURCES, INC.


By:
         Gary C. Evans
         President and Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Gary C. Evans and Morgan F. Johnston,  and each of them
(with  full  power  to  each  of  them  to  act  alone),  his  true  and  lawful
attorney-in-fact  and agent, with full power of substitution and resubstitution,
for him and in his name,  place and stead,  in any and all capacities to sign on
his  behalf  individually  and in each  capacity  stated  below  any  amendment,
including post-effective amendments, to this Registration Statement, and to file
the same, with all exhibits thereto and other documents in connection  therewith
with the SEC, granting unto said attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents and either of them,  or
their substitutes, may lawfully do or cause to be done by virtue hereof.

<TABLE>
<CAPTION>
<S>                                    <C>                                      <C>
Signature                               Title                                   Date

 /s/ Gary C. Evans                      President, Chief Executive Officer
 --- ---- -- -------------------------
Gary C. Evans                           and Director (Principal Executive
                                        Officer)                                September 8, 2000

 /s/ Matthew C. Lutz                    Chairman of the Board and Executive
 --- ------- -- ----------------------
Matthew C. Lutz                         Vice President of Exploration and
                                        Business Development                    September 8, 2000

 /s/ Chris Tong                         Senior Vice President and Chief
--------------------------------------
Chris Tong                              Financial Officer (principal
                                        financial officer)                      September 8, 2000

 /s/ David S. Krueger                   Vice President and Chief Accounting
 --- ----- -- ------------------------
David S. Krueger                        Officer (principal accounting
                                        officer)                                September 8, 2000

 /s/ Oscar C. Lindemann                 Director
 --- ----- -- ------------------------
Oscar C. Lindemann                                                              September 8, 2000

 /s/ John H. Trescot                    Director
 --- ---- -- -------------------------
John H. Trescot, Jr.                                                            September 8, 2000

 /s/ James E. Upfield                   Director
 --- ----- -- ------------------------
James E. Upfield                                                                September 8, 2000
</TABLE>
                                      II-4