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

                                    Form 10-Q

(Mark one)
[X]      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the Quarterly Period Ended  June 30, 1998

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


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


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


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


           600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
                     Address of principal executive offices

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


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

State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of July 1, 1998: 21,220,036










<PAGE>



                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

The following  discussion and analysis should be read in conjunction with Magnum
Hunter's  consolidated  financial  statements and the notes associated with them
contained  in its Form  10-KSB  for the  year  ended  December  31,  1997.  This
discussion  should not be construed to imply that the results  discussed  herein
will necessarily  continue into the future or that any conclusion reached herein
will necessarily be indicative of actual operating  results in the future.  Such
discussion  represents only the best present  assessment by management of Magnum
Hunter.

In January  1997,  the Company  purchased a fifty  percent  (50%)  interest in a
natural gas liquids  processing plant, the McLean Gas Plant,  which is connected
to the Panoma gas  gathering  system,  for $2.5 million.  The related  operating
agreement allows the Company to recoup its investment out of one hundred percent
(100%) of the net profits of the plant before reverting to a fifty percent (50%)
interest after payout.

On April 30, 1997, the Company purchased from Burlington  Resources Inc. certain
oil and gas properties located in the Permian Basin (hereinafter  referred to as
the "Permian Basin Properties") for a net price of approximately $133.8 million,
including,  but not  limited  to,  certain  adjustments  for a  January  1, 1997
effective date. The acquisition consisted of 1,852 producing oil and natural gas
wells and associated  acreage  located in 25 field areas of West Texas and in 22
field areas of Southeast New Mexico.

On April 29, 1997, Bankers Trust Company, as Agent,  provided the Company with a
$130  million  revolving  line of  credit  with a term of five  years  and a $60
million one year senior subordinated bridge facility.  The new credit facilities
were used to fund the Permian Basin  Properties  acquisition  and to replace the
previously existing $100 million revolving credit facility with a different bank
group.  The revolving line of credit allows the Company to choose either "LIBOR"
or "Prime" based interest rate options.

On May 29,  1997,  the Company  placed,  through a Rule 144A  private  placement
offering,  $140 million in Senior  Notes due 2007.  The Notes have a 10% coupon,
with interest  payable on June 1 and December 1, commencing on December 1, 1997.
There is no restriction  on the ability of any  consolidated  or  unconsolidated
subsidiary to transfer funds to the Company in the form of cash dividends, loans
or  advances.  Net  proceeds  from the sale of the  Senior  Notes  were  used to
completely  repay  the  Company's  $60  million  senior  subordinated  term loan
facility with the remaining proceeds used to repay a substantial  portion of the
Company's  outstanding  revolving  credit  facility.  At that time,  the maximum
commitment  under the revolving credit facility was reduced from $130 million to
$75  million,  with a borrowing  base of $60  million.  The credit  facility was
amended as of September  30, 1997, to increase the maximum  commitment  from $75
million  to $125  million,  increase  the  borrowing  base by $5  million to $65
million,  and modify the interest  expense  coverage  ratio test.  As of June 1,
1998, the Company's credit line was enhanced by the addition of two new banks to
the group,  the  extension of the term of the facility  from four to five years,
reaffirmation of the borrowing base of $65 million,  improving the credit ratios
and loan covenants, and lowering the interest rate spreads by 1/4 percent.

On December 18, 1997,  the Company  acquired a thirty  percent (30%)  membership
interest in NGTS,  LLC,  ("NGTS") a newly  formed  wholly  owned  subsidiary  of
Natural Gas  Transmission  Services,  Inc., a natural gas  marketing and trading
company  based in  Dallas,  Texas.  NGTS  assumed  all of the  parent  company's
operations as of December 1, 1997. The Company  dedicated  substantially  all of
its natural gas  production to NGTS for marketing.  The Company's  $4.35 million
acquisition  was  completed  with a  combination  of cash  ($2.35  million)  and
promissory  notes ($2.0  million) that have equity "put"  features.  The Company
may, at any time,  retire the promissory notes due December 1, 1998, with common
stock or cash.


<PAGE>

On January 28, 1998,  the Company  commenced a cash purchase  offer for Units of
TEL Offshore  Trust  ("Tel").  Previous to the offer,  the Company owned 161,500
Units representing 3.4% of the Units outstanding.  As amended,  the offer was to
purchase  between  forty  percent  (40%) and sixty  percent (60%) of the Trust's
outstanding  Units at $5.50 per Unit. On March 27, 1998,  the Company  purchased
1,745,353  Units  pursuant to the tender offer and,  together  with the Units it
previously owned, represented 40.1% of the total number of Units outstanding.

The Company uses the full cost method of  accounting  for its  investment in oil
and gas  properties.  Under the full cost  method  of  accounting,  all costs of
acquisition, exploration and development of oil and gas reserves are capitalized
into a "full cost pool" as incurred, and properties in the pool are depleted and
charged to operations using the unit-of-production  method based on the ratio of
current production to total proved oil and gas reserves. To the extent that such
capitalized costs (net of accumulated depreciation,  depletion and amortization)
less deferred  taxes exceed the sum of (i) the discounted  estimated  future net
cash flow from  proved oil and gas  reserves  (SEC  PV-10) and (ii) the lower of
cost or fair value of unproved properties after income tax effects,  such excess
costs are charged to  operations.  Once  incurred,  a write-down  of oil and gas
properties is not reversible at a later date even if oil or gas prices increase.
The  Company's   capitalized  costs  exceeded  the  above  described  limitation
utilizing prices in effect at June 30, 1998.  However,  as allowed by SEC rules,
no write-down  for  impairment of oil and properties was required as a result of
the  increase  in oil and gas  prices  subsequent  to June 30,  1998.  While the
Company  has never been  required  to  write-down  its asset  base,  significant
downward  revisions  of quantity  estimates  or further  declines in oil and gas
prices,  which are not offset by other factors,  such as new oil and gas reserve
additions,  could possibly result in the write-down of the Company's oil and gas
properties as currently valued on the balance sheet.

Results of Operations for the Six Month Periods in 1998 and 1997

As discussed  above,  the Company acquired the Permian Basin Properties in April
1997,  and its  interest  in Tel in March 1998.  Unless  otherwise  stated,  the
increases in the 1998 interim  period over the 1997 interim period were a result
of these acquisitions.

Oil and natural gas sales were  $22,064,000  in 1998, a 95% increase  over 1997.
The Company sold 543,656  barrels of oil, a 127% increase,  and 6,756,877 Mcf of
gas, a 103%  increase,  in 1998 as compared to 1997.  The price received for oil
was $13.80 per barrel and for gas was $2.07 per Mcf in 1998,  representing a 25%
decrease in oil price and a less than 1% decrease in gas price compared to 1997.
Oil and gas sales for the 1998 period also included $541,000  resulting from the
settlement of gas imbalances  with another  producer on several of the Company's
gas wells.  Oil and natural  gas  production  lifting  costs  increased  163% to
$6,701,000 while production taxes and other costs increased 94% to $3,350,000 in
1998 over 1997. The gross  operating  margin from oil and natural gas production
was  $12,013,000 in 1998, a 70% increase over 1997. On an equivalent unit basis,
the gross  margin was $1.15 per Mcfe in 1998,  a 22%  decrease.  The sales price
declined 9% to $2.15 per Mcfe while  production  lifting costs  increased 26% to
$0.67 per Mcfe from 1997 to 1998.  Production  taxes and other  costs  including
overhead,  were $0.33 per Mcfe in 1998,  an 8% decrease  from 1997.  The overall
increase in the gross operating  margin from 1997 to 1998 was principally due to
a 110% increase in Mcfe sold, from 4,770,861 Mcfe to 10,018,813 Mcfe.

Gas gathering,  marketing,  and processing  revenues were $3,496,000 in the 1998
period,  a 34% decrease from 1997,  principally due to lower prices received for
natural gas and natural gas liquids. Costs from these activities were $2,852,000
in 1998, a 28% decrease  principally  due to lower gas prices.  Gross  operating
margin was $644,000 in 1998,  a 52%  decrease.  The decrease in gross  operating
margin  was  due to  lower  marketing  profits  and  less  favorable  processing
economics.  Gathering  system  throughput  increased 4% to 20,824 Mcf per day in
1998.  Natural gas plant processing  throughput  increased 10% to 15,310 Mcf per
day in 1998. Gross operating margin from gathering and marketing  operations was
$0.10 per Mcf of throughput in 1998, a 66% decline.  The gross operating  margin
from natural gas processing was $0.10 per Mcf in 1998, a 54% decline.

Revenues from oil field services and  international  sales were $454,000 in
1998 versus $3,606,000 in 1997, principally due to a decrease in sales by Hunter
Butcher International, L.L.C. ("Hunter Butcher"). Operating costs decreased to

                                        2

<PAGE>

$240,000  in 1998  from  $3,424,000  in 1997,  also  principally  due to  Hunter
Butcher.  The gross operating margin from these activities  increased by $32,000
to $214,000 in 1998 versus $182,000 in the 1997 period.

Depreciation  and depletion  expense,  which increased 98% to $8,816,000 in 1998
primarily due to the increase in production as a result of acquisitions. General
and  administrative  expense was  $1,500,000 in 1998, a 130% increase over 1997,
due  to  increased  staffing  to  manage  the  significantly  larger  number  of
properties  owned by the Company and other costs associated with the increase in
production.

Operating profit  decreased 26% to $2,555,000 in 1998 from 1997.  Equity in loss
of affiliate was $45,000 in 1998 versus none in 1997, due to the  acquisition of
an interest in NGTS in December 1997. Other income increased 147% to $383,000 in
1998 versus $155,000 in 1997.  Interest  expense  increased 84% to $8,751,000 in
1998 due to increased  levels of borrowing under the Company's  revolving credit
lines with banks and the 10% Senior Notes  outstanding.  The Company  incurred a
net loss before income tax and minority interest of $5,858,000 in 1998, versus a
$1,136,000 loss in 1997,  principally due to lower oil prices,  interest expense
on  the  acquisitions  exceeding  operating  income  and  a  higher  charge  for
depreciation  and  depletion.  The Company  provided  for a deferred  income tax
benefit of $2,209,000 on this loss in 1998 versus  $432,000 in 1997. The Company
reported a net loss before extraordinary item of $3,662,000, or $0.19 per common
share, in 1998 versus a $724,000 loss or $0.09 per common share, in 1997.

The  Company  realized an  extraordinary  loss of  $1,384,000  ($0.10 per common
share) in the 1997 period as required under Accounting  Principles Board ("APB")
Statement No. 26 and Statement of Financial  Standards  ("SFAS") No. 4, from the
early  extinguishment of bank debt. The early extinguishment was a result of the
10% Senior Notes financing and amended  revolving  credit  agreements with banks
arranged to facilitate the acquisition of the Permian Basin Properties.  The net
loss,  after the  extraordinary  charge,  applicable to common  shareholders was
$4,100,000 ($0.19 per share) in 1998 compared to a net loss of $2,546,000 ($0.19
per share) in 1997. The Company  accrued  $438,000 in dividends on its preferred
stock in both years 1998 and 1997.

Results of Operations for the Three Month Periods in 1998 and 1997

As discussed  above,  the Company acquired the Permian Basin Properties in April
1997,  and its  interest  in Tel in March 1998.  Unless  otherwise  stated,  the
increases  in the  1998  interim  period  over  the  1997  interim  period  were
substantially the result of these acquisitions.

Oil and natural gas sales were  $11,509,000  in 1998, a 38% increase  over 1997.
The Company sold 281,228  barrels of oil, a 45%  increase,  and 3,495,660 Mcf of
gas, a 48% increase,  in 1998.  The price received for oil was $13.21 per barrel
and for natural gas was $2.08 per Mcf in 1998,  representing  a 26%  decrease in
the oil price and no change in the gas price compared to 1997. Oil and gas sales
for the 1998 period also included $541,000  resulting from the settlement of gas
imbalances with another  producer on several of the Company's gas wells. Oil and
natural  gas  production   lifting  costs  increased  57%  to  $3,012,000  while
production taxes and other costs increased 80% to $1,864,000 in 1998 compared to
1997.  The gross  operating  margin  from oil and  natural  gas  production  was
$6,633,000 in 1998, a 23% increase over 1997. On an equivalent  unit basis,  the
gross  margin  was  $1.18 per Mcfe in 1998,  a 23%  decrease.  The  sales  price
declined  11% to $2.12 per Mcfe while  production  lifting  costs were $0.58 per
Mcfe in 1998,  a 5%  increase  over  1997.  Production  taxes and  other  costs,
including  overhead,  were $0.36 per Mcfe in 1998, a 24% increase from 1997. The
overall increase in the gross operating margin from 1997 to 1998 was principally
due to a 47% increase in Mcfe sold, from 3,522,379 Mcfe to 5,183,028 Mcfe.

Gas gathering, marketing, and processing revenues overall were $1,491,000 in the
1998 period, a 7% increase from 1997 (although  processing  revenues declined 6%
in 1998 compared to 1997).  Costs from these activities were $1,293,000 in 1998,
a 32% increase  from 1997.  Gross  operating  margin was $198,000 in 1998, a 52%
decrease  due to lower  gas  marketing  profits  and less  favorable  processing
economics.  Gathering  system  throughput  increased 9% to 20,750 Mcf per day in
1998 compared to 1997.  Natural gas plant  processing  throughput was 14,813 Mcf
per day in 1998, a 17%  increase.  Gross  operating  margin from  gathering  and
marketing operations was $0.08 per Mcf of

                                        3

<PAGE>


throughput in 1998, a 37% decline.  The gross operating  margin from natural gas
processing was $0.03 per Mcf of throughput in 1998, an 84% decline.

Revenues from oil field services and international  sales were $261,000 in 1998,
a 93% increase. Operating costs were $141,000 in 1998, a 64% increase. The gross
operating  margin  was  $120,000  in 1998,  a 145%  increase.  Depreciation  and
depletion  expense  increased  46% to  $4,941,000  in 1998  primarily due to the
increase  in   production  as  a  result  of  the   acquisitions.   General  and
administrative  expense was $750,000 in 1998, a 75% increase  over 1997,  due to
increased  staffing  associated  with  the  acquisition  of  the  Permian  Basin
Properties and other costs. Operating profit decreased 38% to $1,260,000 in 1998
from 1997.  Other income was $182,000 in 1998, an increase of 119% over the 1997
income of $83,000.  Interest  expense  increased  22% to $4,518,000 in 1998 from
1997,  due  primarily to borrowing  under the Company's 10% Senior Notes used to
fund the Permian Basin  acquisition.  The Company provided for a deferred income
tax  benefit of  $1,169,000  on this loss in 1998 versus  $596,000 in 1997.  The
Company reported a net loss before  extraordinary  item of $1,915,000,  or $0.10
per common  share,  in 1998 versus a net loss of  $974,000,  or $0.09 per common
share in 1997. The Company realized an extraordinary  loss of $1,384,000  ($0.10
per common  share) in the 1997 period as required  under  Accounting  Principles
Board ("APB") Statement No. 26 and Statement of Financial Standards ("SFAS") No.
4, from the early  extinguishment of bank debt. The early  extinguishment  was a
result of the placement of the 10% Senior Notes financing and amended  revolving
credit agreements with banks arranged to facilitate the $133 million purchase of
the Permian Basin Properties from Burlington Resources, Inc. The net loss, after
the  extraordinary  charge,  applicable to common  shareholders  was  $2,134,000
($0.10 per share) in 1998 compared to a loss of $2,577,000  ($0.19 per share) in
1997. The Company  accrued  $219,000 in dividends on its preferred stock in both
years 1998 and 1997.

Liquidity and Capital Resources

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

On April 30,  1997,  the Company  closed the  acquisition  of the Permian  Basin
Properties for a net purchase price of approximately $133.8 million. At the same
time, the Company's  previously  existing  $100.0  million  credit  facility was
replaced by two new credit facilities;  (i) a $130.0 million Credit Facility and
(ii) a $60.0  million  Term Loan  Facility  for a combined  aggregate  amount of
$190.0 million.  The initial advances under these new facilities  totaled $179.5
million,  including funds to complete the Permian Basin Properties  acquisition,
to pay principal and accrued interest remaining on the Company's previous credit
facility, and to provide cash for working capital purposes.

On May 29,  1997,  the  Company  sold,  through  a Rule 144A  private  placement
offering,  $140.0  million  aggregate  principal  amount  of Senior  Notes.  Net
proceeds  from the sale of the Senior  Notes were used to  completely  repay the
Company's  Term Loan  Facility in the  principal  amount of $60.0 million and to
repay a substantial  portion of the  indebtedness  outstanding  under the Credit
Facility.  The Senior Notes are  unsecured  and bear  interest at 10% per annum,
with  interest  payable on June 1 and December 1 commencing on December 1, 1997.
After paydown, the maximum commitment under the Credit Facility was reduced from
$130.0  million to $75.0 million,  with a borrowing  base of $60.0 million.  The
Credit  Facility  was  subsequently  amended  effective  September  30,  1997 to
increase the maximum  commitment from $75.0 million to $125.0 million,  increase
the  borrowing  base by $5.0  million to $65.0  million and modify the  interest
coverage  ratio.  As of June 1, 1998, the Company's  credit line was enhanced by
the  addition of two new banks to the group,  the  extension  of the term of the
facility from four to five years, reaffirmation of the current borrowing base of
$65 million,  improving the credit ratios and loan  covenants,  and lowering the
interest rate spreads by 1/4 percent.  With these  adjustments,  total long-term
debt under the Credit Facility at June 30, 1998 was $43.5 million, leaving $21.5
million  available to draw.  At June 30,  1998,  the Company had $3.2 million in
cash and cash  equivalents in addition to the funds  available  under the Credit
Facility.

                                        4

<PAGE>

For the six months ended June 30,  1998,  the Company had a net increase in cash
of  $163,000.  The  Company's  operating  activities  provided  net cash of $7.6
million,  principally from operating income before depreciation,  depletion, and
deferred taxes,  and a decrease in accounts  receivable.  The Company used $28.6
million in  investing  activities,  principally  for  additions  to property and
equipment of $26.4 million. Financing activities provided $21.2 million of cash,
principally from the issuance of long-term debt of $25.5 million, less principal
payments  on such debt in the  amount of $3.8  million.  The  Company  also paid
$438,000 in dividends on preferred stock.

Capital Requirements

For  fiscal  1998  the  Company  has  budgeted  approximately  $36  million  for
development  and  exploration  activities,  including  $30 million  budgeted for
development projects on the Permian Basin and Panoma Properties and $6.0 million
budgeted for  exploration  projects.  In  addition,  with respect to the Permian
Basin  Properties  acquisition,  the  Company  anticipates  that it may spend in
excess of $25 million on a development program to enhance an existing waterflood
project in the Westbrook Field located in Mitchell County, Texas. The Company is
not  contractually  obligated  to  proceed  with  any  of its  budgeted  capital
expenditures.  The amount and  allocation of future  capital  expenditures  will
depend on a number of factors that are not entirely within the Company's control
or ability to forecast,  including  drilling  results and changes in oil and gas
prices.  Due to the recent  decline in oil prices,  the Company has redirected a
significant  portion of its budgeted  funds from oil projects to natural gas and
has additionally  deferred certain other capital projects until a later date. As
a result,  actual  capital  expenditures  may vary  significantly  from  current
expectations.

In connection  with the  acquisition  of a 30% interest in NGTS,  the Company is
obligated to pay a $2.0 million note to current and former shareholders of NGTS.
This loan is due  December  1, 1998 and may be repaid at any time by the Company
with cash or shares of its common stock.

Based upon the Company's  anticipated level of operations,  the Company believes
that cash flow from operations  together with the availability  under the Credit
Facility  (approximately  $21.5 million as of June 30, 1998) will be adequate to
meet its anticipated  requirements for working capital, capital expenditures and
scheduled interest payments for the foreseeable future.

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

Inflation and Changes in Prices

During the past several years, the Company experienced some inflation in oil and
gas prices with  moderate  increases  in property  acquisition  and  development
costs.  During 1997, the Company received  significantly  lower (13%) oil prices
and slightly lower (1%) gas prices for the natural  resources  produced from its
properties. For the three months ended June 30, 1998 compared to the same period
in 1997,  oil prices  were  significantly  lower  (26%)  while gas  prices  were
unchanged. The results of operations and cash flow of the Company have been, and
will continue to be,  affected by the  volatility in oil and gas prices.  Should
the  Company  experience  a  significant  increase in oil and gas prices that is
sustained  over a  prolonged  period,  it also  expects  that  there  would be a
corresponding  increase in oil and gas finding costs,  lease acquisition  costs,
and operating expenses.  Periodically the Company enters into futures,  options,
and swap  contracts to reduce the effects of significant  fluctuations  in crude
oil and gas  prices.  It is policy  of the  Company  not to enter  into any such
arrangements  which  exceed  75%  of  the  Company's  anticipated  oil  and  gas
production.


                                        5

<PAGE>

The Company  markets oil and gas for its own account,  which exposes the Company
to the  attendant  commodities  risk.  Substantially  all of the  Company's  gas
production is currently sold to NGTS or end users either ( i) on the spot market
on a  month-to-month  basis at  prevailing  spot  market  prices  or (ii)  under
long-term  contracts based on current spot market prices.  The Company  normally
sells its crude oil under  month-to-month  contracts  with a number of different
purchasers.

Hedging Activity

Periodically,  the Company enters into futures,  options,  and swap contracts to
reduce the effects of  fluctuations  in crude oil and natural gas prices.  As of
June 30, 1998, the Company had none of its oil production and  approximately 60%
of its gas production hedged through September,  1998.  Effective June 1998, the
Company  closed out its  previous oil price collar  position  ($18.50  floor and
$23.25  ceiling  price) on 30,000 Bbls of oil per month,  resulting in a gain of
$573,000  which will be  recognized  over the periods June  through  December of
1998. At June 30, 1998, the Company had fixed price swaps covering 250,000 MMBtu
of gas per month at $2.09 per MMBtu through September 1998, 250,000 MMBtu of gas
per month at $2.11 per MMBtu through  September 1998, gas price collars covering
100,000  MMBtu  per  month  (with  floor  and cap  prices  of $2.25  and  $2.65,
respectively)  through  September 1998, and gas price collars  covering  200,000
MMBtu per month (with floor and cap prices of $2.25 and $2.65, respectively) for
the period of May 1998 through  October,  1998. In addition,  a call was sold on
200,000  MMBtu per  month at $2.65  from May 1998  through  October,  1998.  The
Company also entered into fixed price swaps on 200,000 MMBtu of gas per month at
$2.06 per MMBtu for the period of April 1999 through  October 1999.  The average
Btu content of gas  produced by the  Company  exceeds  1,100 Btu per Mcf of gas.
Therefore,  each of the above gas prices  should be  increased by 10% to reflect
the actual gas price per Mcf received by the Company. All of the existing hedges
use the El Paso  Permian  Basin  Index and are  settled  monthly.  The gains and
losses on the  Company's  hedging  transactions  are  determined  by taking  the
difference  between the  contract  price and a reference  price.  The  resulting
transaction  gains and losses are  determined  monthly  and are  included in the
period  the  hedged  production  or  inventory  is sold.  Net gains  related  to
derivatives  for the  three  and six  month  periods  ended  June 30,  1998 were
$517,000 and $1,241,000, respectively.

Year 2000 Modification

The   inability   of   computers,   software  and  other   equipment   utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly  referred to as the Year 2000  Compliance  issue.  As the
year 2000 approaches,  such systems may be unable to accurately  process certain
date-based information.

The  Company  has  identified  no  significant  applications  that will  require
modifications to ensure Year 2000 Compliance.  In addition, the Company plans to
communicate  with others  with whom it does  significant  business to  determine
their Year 2000  Compliance  readiness  and the  extent to which the  Company is
vulnerable to any third party Year 2000 issues.However,there can be no guarantee
that the systems of other companies on which the Company's systems  rely will be
timely  converted,  or that a failure  to convert  by another  company,  or a   
conversion  that is  incompatible  with the Company's systems, would not have a
material adverse effect on the Company.

The total cost to the Company of these Year 2000  Compliance  activities has not
been and is not anticipated to be material to its financial  position or results
of operations in any given year.  However,  there can be no guarantee that these
estimates will be achieved and actual results could differ from those plans.

Comprehensive Income

Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  became  effective as of the first quarter of 1998. This
statement requires companies to report and display  comprehensive income and its
components (revenues, expenses, gains and losses). Comprehensive income includes
all changes in equity during a period except those resulting from investments by
owners and distributions to owners. For the Company, comprehensive income is the
same as net income reported in the statement of consolidated  operations for the
three month and six month periods ended June 30, 1998,  since there are no other
items of comprehensive income for that

                                        6

<PAGE>

period.  For the three and six month  periods  ended June 30, 1997,  the Company
recognized a gain from  investments of $83,000 and $79,000  respectively.  These
gains   adjusted  the  Company's  net  loss  for  such  periods,   resulting  in
comprehensive losses of $2,494,000 and $2,467,000 respectively.

Changes in Accounting Standards

SFAS 131, "Disclosures About Segments of an Enterprise and Related Information,"
will become effective in 1998. This statement establishes standards for defining
and  reporting  business  segments.  The Company is  currently  determining  its
reportable  segments.  The  adoption  of SFAS 131 will not affect the  Company's
consolidated financial position, results of operations or cash flows.

                                        7

<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)                                  
<TABLE>
<CAPTION>
<S>                                                                         <C>            <C>    
                                                                               June 30,     December 31,
                               (in thousands)                                    1998           1997
                                                                             ---------------------------
                                   ASSETS
Current Assets
Cash and cash equivalents..............................................    $   3,193        $   3,030
Accounts receivable
     Trade, net of allowance of $166...................................        7,822           12,850
     Due from affiliates...............................................           59               58
Notes receivable from affiliate........................................          381              355
Current portion of long-term note receivable...........................          370              357
Prepaid and other......................................................        1,205            1,299
                                                                             ---------------------------
      Total Current Assets.............................................       13,030           17,949
                                                                             ---------------------------
Property, Plant, and Equipment
Oil and gas properties, full cost method
      Unproved.........................................................        1,061              517
      Proved...........................................................      254,037          227,389
Pipelines..............................................................        9,195            9,166
Other property.........................................................          926              776
                                                                             ---------------------------
Total Property, Plant and Equipment....................................      265,219          237,848
     Accumulated depreciation, depletion, and impairment...............      (24,817)         (16,589)
                                                                             ---------------------------
Net Property, Plant and Equipment......................................      240,402          221,259
                                                                             ---------------------------
Other Assets
   Deposits and other assets...........................................        8,017            5,863
   Investment in unconsolidated affiliate..............................        4,350            4,372
   Deferred tax asset..................................................          956                -
   Long-term notes receivable, net of imputed interest.................            -            1,626
                                                                            ----------------------------
                           Total Assets                                    $ 266,755        $ 251,069
                                                                            ============================
                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Trade payables and accrued liabilities..............................    $   8,753        $   9,235
   Dividends payable...................................................          219              219
   Suspended revenue payable...........................................          954            1,162
   Current maturities of long-term debt................................           19               24
   Notes payable.......................................................        4,449            4,699
                                                                            ----------------------------
          Total Current Liabilities....................................       14,394           15,339
                                                                            ----------------------------
Long-Term Liabilities
   Long-term debt, less current maturities.............................     183,513           161,519
   Production payment liability........................................         668               743
   Deferred income taxes...............................................           -             1,289
                                                                            ----------------------------
                           Total Liabilities...........................     198,575           178,890
                                                                            ----------------------------
Minority interest......................................................          61                39
Stockholders' Equity
Preferred stock - $.001 par value; 10,000,000 shares authorized 216,000
       designated as Series A; 80,000 issued and outstanding,
       liquidation amount $0...........................................           -                 -
       1,000,000 designated as 1996 Series A Convertible; 1,000,000
       issued and outstanding, liquidation amount $10,000,000..........           1                 1
Common Stock-$.002 par value; 50,000,000 shares authorized,
       21,738,320 shares issued........................................          43                43
Additional paid-in capital.............................................      80,372            80,731
Accumulated deficit....................................................     (12,296)           (8,634)
                                                                           -----------------------------
                                                                             68,120            72,141
Treasury stock(518,284 and 538,633 shares of common stock,respectively)          (1)               (1)
                                                                           -----------------------------
Total Stockholders' Equity.............................................      68,119            72,140
                                                                           -----------------------------
Total Liabilities and Stockholders' Equity.............................   $ 266,755         $ 251,069
                                                                           =============================
         The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>                                
                                        8
<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (in thousands, except for per share amounts)
<TABLE>
<CAPTION>
<S>                                                          <C>                <C>             <C>           <C>    
                                                                For the Three Months Ended       For the Six Months Ended
                                                                        June 30,                        June 30,
                                                              --------------------------------------------------------------
                                                                  1998          1997               1998         1997
                                                              --------------------------------------------------------------
Operating Revenues:
   Oil and gas sales......................................... $   11,509      $  8,346         $ 22,064       $ 11,322
   Gas gathering, marketing and processing...................      1,491         1,391            3,496          5,283
   Oil field services and international sales................        261           135              454          3,606
                                                              --------------------------------------------------------------
         Total Operating Revenues............................     13,261         9,872           26,014         20,211
                                                              --------------------------------------------------------------

Operating Costs and Expenses:
   Oil and gas production lifting costs......................      3,012         1,924            6,701          2,545
   Production taxes and other costs..........................      1,864         1,037            3,350          1,726
   Gas gathering, marketing and processing...................      1,293           978            2,852          3,938
   Oil field services and international sales................        141            86              240          3,424
   Depreciation and depletion................................      4,941         3,379            8,816          4,460
   General and administrative................................        750           429            1,500            651
                                                              -------------------------------------------------------------
         Total Operating Costs and Expenses..................     12,001         7,833           23,459         16,744
                                                              -------------------------------------------------------------

Operating Profit ............................................      1,260         2,039            2,555          3,467
  
   Equity (loss) in earnings of affiliate, net of income tax.          4            -               (45)             -
   Other income..............................................        182            83              383            155
   Interest expense..........................................     (4,518)       (3,690)          (8,751)        (4,758)
                                                              -------------------------------------------------------------
Net Loss before income tax and minority interest.............     (3,072)       (1,568)          (5,858)        (1,136)

   Benefit for deferred income tax...........................      1,169           596            2,209            432
                                                              -------------------------------------------------------------
Net Loss before minority interest............................     (1,903)         (972)          (3,649)          (704)
 
   Minority interest in subsidiary earnings..................        (12)           (2)             (13)           (20)
                                                              -------------------------------------------------------------
Net Loss Before Extraordinary Loss...........................     (1,915)         (974)          (3,662)          (724)

Extraordinary Loss From Early Extinguishment of Debt...                -        (1,384)               -         (1,384)
                                                              -------------------------------------------------------------
Net Loss.....................................................     (1,915)       (2,358)          (3,662)        (2,108)

   Dividends Applicable to Preferred Stock...................       (219)         (219)            (438)          (438)
                                                              -------------------------------------------------------------
Loss Applicable to Common Shares............................. $   (2,134)    $  (2,577)         $(4,100)     $  (2,546)
                                                              -------------------------------------------------------------
Loss per Common Share-Basic
   Loss Before Extraordinary Loss............................ $    (0.10)    $   (0.09)         $ (0.19)      $  (0.09)
   Extraordinary Loss........................................ $        -     $   (0.10)         $    -        $  (0.10)
                                                              -------------------------------------------------------------
   Loss After Extraordinary Loss............................. $    (0.10)    $   (0.19)         $ (0.19)      $  (0.19)
                                                              -------------------------------------------------------------
Loss per Common Share-Diluted
   Loss Before Extraordinary Loss............................ $    (0.10)    $   (0.09)         $ (0.19)      $  (0.09)
   Extraordinary Loss........................................ $        -     $   (0.10)         $    -        $  (0.10)
                                                              -------------------------------------------------------------
   Loss After Extraordinary Loss............................. $    (0.10)    $   (0.19)         $ (0.19)      $  (0.19)
                                                              -------------------------------------------------------------
Common Shares Used in Per Share Calculation
   Basic..................................................... 21,214,239    13,602,940        21,209,339     13,644,884
                                                              -------------------------------------------------------------
   Diluted................................................... 21,214,239    13,602,940        21,209,339     13,644,884
                                                              -------------------------------------------------------------
                           The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                      
                                       9
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                       FOR THE PERIOD ENDED JUNE 30, 1998
                                   (Unaudited)
                             (dollars in thousands)


<TABLE>
<CAPTION>
<S>                                               <C>         <C>     <C>        <C>     <C>         <C>      <C>        <C>
                                                                                                              Additional
                                                 Preferred    Stock    Common     Stock   Treasury    Stock    Paid-In   Accumulated
                                                 Shares       Amount   Shares     Amount  Shares      Amount   Capital     Deficit
                                                 -----------------------------------------------------------------------------------
Balance at December 31, 1997.................... 1,080,000   $   1     21,738,320 $  43   (538,633)   $ (1)   $ 80,731   $ (8,634)
                                                 -----------------------------------------------------------------------------------
   Shares issued to 401(k) plan.................                                            12,813       -          66
   Issuance from exercise of employee's options.                                             7,536       -          13
   Dividends declared on preferred stock........                                                                  (438)
   Net Income (Loss)............................                                                                           (3,662)
                                                 -----------------------------------------------------------------------------------
Balance at June 30, 1998........................ 1,080,000   $   1     21,738,320 $  43   (518,284)   $ (1)   $ 80,372   $(12,296)
                                                 -----------------------------------------------------------------------------------

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

</TABLE>

                                       
                                       10

<PAGE>



                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>
<S>                                                                              <C>                 <C>    
                                                                                      For the Six Months Ended
                                                                                              June 30,
                                                                                    -----------------------------
                                                                                       1998            1997
                                                                                    -----------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net Loss.....................................................................    $ (3,662)        $ (2,108)
   Adjustments to reconcile net loss to cash provided by
   (used for) operating activities:
       Extraordinary loss.......................................................           -            1,384
       Depreciation and depletion...............................................       8,816            4,460
       Amortization of financing fees...........................................         357              153
       Deferred income taxes....................................................      (2,209)            (432)
       Equity in unconsolidated affiliate.......................................          45                -
       Minority interest........................................................          13               20
       Other....................................................................           2               52
       Changes in certain assets and liabilities
         Accounts and notes receivable..........................................       4,722           (6,029)
         Other current assets...................................................          94             (332)
         Accounts payable and accrued liabilities...............................        (624)           1,634
                                                                                    -----------------------------
Net Cash Provided By Operating Activities.......................................    $   7,554         $ (1,198)
                                                                                    -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of assets.................................................         318              463
   Additions to property and equipment..........................................     (26,374)        (141,667)
   Increase in deposits and other assets........................................      (2,511)               -
   Loan made for promissory note receivable.....................................         (40)            (145)
   Payments received on promissory note receivable..............................          28              164
   Investment in unconsolidated affiliate.......................................         (50)               -
                                                                                    -----------------------------
   Net Cash Used In Investing Activities........................................     (28,629)        (141,185)
                                                                                    -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of long-term debt and production payment..........      25,500          335,000
   Fees paid related to financing activities....................................           -           (7,881)
   Proceeds from short-term notes payable.......................................           -            2,699
   Payments of principal on long-term and production payment....................      (3,836)        (186,817)
   Payment of fees on issuance of preferred stock...............................           -             (505)
   Proceeds from issuance of common and preferred stock, net of offering costs..          12               12
   Dividends paid...............................................................        (438)            (241)
                                                                                    -----------------------------
   Net Cash Provided By Financing Activities....................................      21,238          142,267
                                                                                    -----------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................         163             (116)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................       3,030            1,687
                                                                                    -----------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................    $  3,193         $  1,571
                                                                                    =============================

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

</TABLE>
                                       11

<PAGE>


                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 1998
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION

The consolidated balance sheet as of June 30, 1998, the consolidated  statements
of operations  for the three and six month periods ended June 30, 1998 and 1997,
the consolidated statement of stockholder's equity for the period ended June 30,
1998 and the  consolidated  statements  of cash flows for the six month  periods
ended June 30, 1998 and 1997 are unaudited.  In the opinion of  management,  all
necessary  adjustments  (which include only normal recurring  adjustments)  have
been made to  present  fairly the  financial  position,  results of  operations,
changes in stockholder's  equity and changes in cash flows for the three and six
month periods.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the December 31, 1997 annual  report on Form 10-KSB for the
Company.  The results of  operations  for the three and six month  periods ended
June 30, 1998, are not necessarily  indicative of the operating  results for the
full year.

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

The Company is a holding company with no significant  assets or operations other
than its investments in its subsidiaries.  The wholly-owned  subsidiaries of the
Company are direct  guarantors of the Company's  Senior Notes and have fully and
unconditionally  guaranteed the Senior Notes on a joint and several  basis.  The
guarantors  comprise all of the direct and indirect  subsidiaries of the Company
(other than  inconsequential  subsidiaries),  and the Company has not  presented
separate  financial  statements and other disclosures  concerning each guarantor
because  management  has  determined  that such  information  is not material to
investors.   There  is  no  restriction  on  the  ability  of   consolidated  or
unconsolidated subsidiaries to transfer funds to the Company in the form of cash
dividends, loans or advances.

NOTE 2 - RECENT EVENTS

On January 9, 1998, the Company adopted a Shareholder  Rights Plan,  pursuant to
which Rights would be distributed as a dividend to its common  stockholders at a
rate of one Right for each share of common  stock held of record on January  20,
1998.  Under the Rights Plan, the Rights will  initially  represent the right to
purchase  one  one-hundreth  of a share of 1998  Series  A Junior  Participating
Preferred  Stock for $35.00 per one  one-hundreth  of a share.  The Rights  will
become  exercisable  only if a person or a group  acquires or commences a tender
offer  for  15% or  more  of the  Company's  common  stock.  Until  they  become
exercisable,  the Rights attached to and trade with the Company's  common stock.
The Rights  will  expire  January  20,  2008.  The Rights may be redeemed by the
continuing  members of the Company's  Board of Directors at $.01 per Right prior
to the tenth day  after a person  or group  has  accumulated  15% or more of the
Company's  common  stock.  The  Rights  will  not be  taxable  to the  Company's
shareholders.  In the event that a person or group  acquires  15% or more of the
Company's common stock, the Rights would then be modified to represent the right
to receive for the exercise  price,  Magnum  Hunter  common stock having a value
worth twice the exercise  price.  In the event that the Company is involved in a
merger or other  business  combination  at any time  after a person or group has
acquired  15% or more of  Magnum  Hunter's  common  stock,  the  Rights  will be
modified so as to entitle a holder to buy a number of shares of common  stock of
the acquiring  entity having a market value of twice the exercise  price of each
Right.

On January 28, 1998,  the Company  commenced a cash purchase  offer for Units of
Tel. Previous to the offer, the Company owned 161,500 Units representing 3.4% of
the Units  outstanding.  As  amended,  the offer was to purchase  between  forty
percent (40%) and sixty percent (60%) of the Trust's  outstanding Units at $5.50
per Unit. On March 27,

                                       12

<PAGE>


                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                  June 30, 1998
                                   (Unaudited)

1998, the Company  purchased  1,745,353  Units pursuant to the tender offer and,
together  with the Units it  previously  owned,  represented  40.1% of the total
number of Units outstanding.

NOTE 3 - COMPREHENSIVE INCOME

Statement  of  Financial   Accounting   Standards  (SFAS)  No.  130,  "Reporting
Comprehensive  Income,"  became  effective as of the first quarter of 1998. This
statement requires companies to report and display  comprehensive income and its
components (revenues, expenses, gains and losses). Comprehensive income includes
all changes in equity during a period except those resulting from investments by
owners and distributions to owners. For the Company, comprehensive income is the
same as net income reported in the statement of consolidated  operations for the
three month and six month periods ended June 30, 1998,  since there are no other
items of  comprehensive  income  for that  period.  For the  three and six month
periods ended June 30, 1997, the Company  recognized a gain from  investments of
$83,000 and $79,000  respectively.  These gains  adjusted the Company's net loss
for such periods, resulting in comprehensive losses of $2,494,000 and $2,467,000
respectively.



                                       13


<PAGE>


                          PART II -- OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

An annual  meeting of the  stockholders  of the  Company was held on the May 28,
1998.  The results of the voting for (i) the election of directors  and (ii) the
proposal to ratify the  appointment  of  Deloitte & Touche LLP as the  Company's
independent auditors was as follows:

(1) For each director:

     Gary C.  Evans:  15,033,680  shares  voted in favor of the  nominee,  9,534
shares voted against the nominee and 1,137,384 shares abstained from voting.

     Matthew C. Lutz:  15,033,681  shares voted in favor of the  nominee,  9,533
shares voted against the nominee and 1,137,384 shares abstained from voting.

     Gerald W. Bolfing:  15,039,765 shares voted in favor of the nominee,  3,433
shares voted against the nominee and 1,137,400 shares abstained from voting.

     Oscar C. Lindemann: 15,030,754 shares voted in favor of the nominee, 12,460
shares voted against the nominee and 1,137,384 shares abstained from voting.

     John H.  Trescot,  Jr.:  15,036,838  shares  voted in favor of the nominee,
6,360 shares  voted  against the nominee and  1,137,400  shares  abstained  from
voting.

     James E. Upfield:  15,036,844  shares voted in favor of the nominee,  6,354
shares voted against the nominee and 1,137,400 shares abstained from voting.

(2) For the  ratification  of the  appointment  of  Deloitte & Touche LLP as the
Corporation's  independent  auditors:  16,140,988  shares  voted in favor of the
above-described  proposal,  28,650  shares  voted  against  the  above-described
proposal and 10,960 shares abstained from voting.



                                      14

<PAGE>



Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

Number       Description of Exhibit
3.1 & 4.1    Articles of  Incorporation  (Incorporated by reference to 
             Registration Statement on Form S-18, File No. 33-30298-D)
3.2 & 4.2    Articles of Amendment to Articles of Incorporation (Incorporated by
             reference to Form 10-K for the year ended December 31, 1990)
3.3 & 4.3    Articles of Amendment to Articles of Incorporation (Incorporated by
             reference to Registration Statement on Form SB-2,File No. 33-66190)
3.4 & 4.4    Articles of Amendment to Articles of Incorporation (Incorporated by
             reference to Registration Statement on Form S-3,File No. 333-30453)
3.5 & 4.5    By-Laws, as Amended  (Incorporated  by  reference  to  Registration
             Statement on Form SB-2, File No. 33-66190)
3.6 & 4.6    Certificate of Designation of 1996 Series A Preferred  Stock
             (Incorporated  by reference to Form 8-K dated December 26, 1996,
             filed January 3, 1997)
3.7 & 4.7    Amendment to  Certificate of  Designations  for 1996 Series A
             Convertible   Preferred   Stock   (Incorporated   by  reference  to
             Registration Statement on Form S-3, File No. 333-30453)
4.8          Indenture dated May 29, 1997 between Magnum Hunter  Resources,  the
             subsidiary  guarantors  named therein and First Union National Bank
             of  North  Carolina,  as  Trustee  (Incorporated  by  reference  to
             Registration Statement on Form S-4, File No. 333-2290)
4.9          Form of 10% Senior Note due 2007 (Incorporated by reference to 
             Registration Statement on Form S-4, File No. 333-2290)
10.1         Second Amended and Restated Credit Agreement, dated June 1, 1998, 
             between Magnum Hunter Resources,Inc.and Bankers Trust Company,etal.
10.2         Employment Agreement for Gary C. Evans (Incorporated by reference
             to Registration Statement on Form S-4, File No. 333-2290)
10.3         Employment Agreement for Matthew C. Lutz (Incorporated by reference
             to Registration Statement on Form S-4, File No.333-2290)
10.4         Stock Purchase  Agreement among Magnum Hunter  Resources,  Inc. and
             Trust Company of the West and TCW Asset Management  Company, in the
             capacities  described herein, TCW Debt and Royalty Fund IVB and TCW
             Debt  and  Royalty   Fund  IVC,   dated  as  of  December  6,  1996
             (Incorporated  by  reference  to Form 8-K dated  December 26, 1996,
             filed January 3, 1997)
10.5         Registration Rights Agreement, dated May 29, 1997, between Magnum 
             Hunter Resources, Inc. and Bankers Trust Company, et al. 
             (Incorporated by reference to Registration Statement on Form S-4,
             File No. 333-2290)
10.6         Purchase and Sale  Agreement,  dated May 17, 1996 between  Meridian
             Oil, Inc. and ConMag Energy Corporation  (Incorporated by reference
             to Form 8-K, dated June 28, 1996, filed July 12, 1996)
10.7         Purchase  and  Sale  Agreement,   dated  February  27,  1997  among
             Burlington Resources Oil and Gas Company,  Glacier Park Company and
             Magnum Hunter Production,  Inc.  (Incorporated by reference to Form
             8-K, dated April 30, 1997, filed May 12, 1997)
10.8         Purchase and Sale Agreement between Magnum Hunter Resources, Inc.,
             NGTS, et al., dated December 17, 1997 (Incorporated by reference to
             Form 8-K, dated December 17, 1997, filed December 29, 1997)
27           Financial Data Schedule

(B) Reports on Form 8-K.  None



                                       15

<PAGE>



                                    SIGNATURE

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

MAGNUM HUNTER RESOURCES, INC.



By: /s/ Gary C. Evans                                           August 13, 1998
   -------------------------------- 
   Gary C. Evans
   President and Chief Executive Officer


By: /s/ Chris Tong                                              August 13, 1998
    -------------------------------
   Chris Tong
   Sr. Vice President and
   Chief Financial Officer


By: /s/ David S. Krueger                                        August 13, 1998
    -------------------------------
    David S. Krueger
    Vice President and
    Chief Accounting Officer


By: /s/ Morgan F. Johnston                                      August 13, 1998
    -------------------------------
    Morgan F. Johnston
    Vice President, General Counsel and
    Secretary

                                       16