UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  October 5, 2004

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

|Nevada                                         | 1-12508                 | 87-0462881                       
|---------------------------------------------- | ----------------------- | ---------------------------------
|(State or other jurisdiction of incorporation) | (Commission File Number | (IRS Employer Identification No.)

600 East Las Colinas
Blvd., Suite 1100, Irving, Texas 75039(Address of principal
executive offices)        (Zip Code)

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

Not applicable(Former
name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:

[  ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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# Item 1.01 Entry into a
Material Definitive Agreement.

On
October 6, 2004, Magnum Hunter Resources, Inc., a Nevada corporation (the
Company), Gruy Petroleum Management Co., a Texas corporation and wholly-owned subsidiary
(Gruy), and Gary C. Evans amended Mr. Evans Employment Agreement dated
January 1, 2000. Mr. Evans is the President and Chief Executive Officer of the Company and
Gruy. The following is a brief description of the material terms of the amendment: (i) Mr.
Evans will retire from his employment and all positions held with the Company and Gruy,
other than as a director of the Company, no later than April 4, 2005, (ii) the term of Mr.
Evans noncompetition obligations will be from the period beginning on January 1,
2000 and ending either (a) two (2) years following his voluntary termination of employment
or (b) if the term of his employment agreement expires or is terminated because of his
retirement on December 31, 2005 and (iii) upon Mr. Evans retirement he will be
entitled to (a) payment of his fiscal 2005 base salary through December 31, 2005, (b)
reimbursement for all COBRA insurance premiums for Mr. Evans and his qualified dependents
until December 31, 2005, subject to certain exceptions, (c) certain group benefits
provided to the Companys employees with comparable salaries and responsibilities,
subject to certain exceptions, (d) payment of the premiums on the existing policy or
policies of insurance on Mr. Evans life in the aggregate face amount of $12 million
through December 31, 2005 and (e) payment of an amount equal to $7,500 annually for Mr.
Evans personal lease and use of one automobile through December 31, 2005.

Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers.

James
R. Latimer, III, a director of the Company, resigned from the Companys Board of
Directors (the Board) effective as of October 6, 2004.

# Item 7.01 Regulation FD
Disclosure.

On
October 5, 2004, the Company issued a press release announcing that the Board approved an
increase in its capital expenditure budget for fiscal year 2004 by $20 million from $200
million to $220 million. A copy of the press release is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.

On
October 7, 2004, the Company issued a press release announcing that (i) Jerry Box was
elected Chairman of the Board and Chair of a new special committee comprised of
independent directors formed by the Board to investigate all possible strategic
alternatives available to the Company for enhancement of stockholder value, (ii) Gary C.
Evans intends to retire as President and Chief Executive Officer of the Company in April
2005, (iii) the Board plans to retain an executive search firm to advise the Company
regarding a possible successor for Mr. Evans, and (iv) the Company intends to engage a
financial advisor to counsel the Board and the special committee on all possible strategic
alternatives available for the enhancement of stockholder value. A copy of the press
release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

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# Item 9.01 Financial
Statements and Exhibits.

(c)      
Exhibits

| | ExhibitNumber | Exhibit Title                      
| | ------------- | -----------------------------------
| | 99.1          | Press release dated October 5, 2004
| | 99.2          | Press release dated October 7, 2004

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# SIGNATURE

Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned hereunto duly authorized.

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|Date:  October 12, 2004 | 
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# EXHIBIT INDEX

| | ExhibitNumber | Exhibit Title                      
| | ------------- | -----------------------------------
| | 99.1          | Press release dated October 5, 2004
| | 99.2          | Press release dated October 7, 2004

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