As filed with the Securities and Exchange Commission on September  26, 2003

Registration No.
333-45552

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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1TO
 FORM S-3REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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|Magnum Hunter Resources, Inc.                          | Nevada                                                         | 87-0462881                          
|------------------------------------------------------ | -------------------------------------------------------------- | ------------------------------------
|
|
|
|(Exact name of registrant as specified in its charter) | (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)

600 East Las Colinas Blvd., Suite 1100
 Irving, Texas 75039(972) 401-0752(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Morgan F. Johnston
  600 East Las Colinas Blvd., Suite 1100  Irving, Texas 75039(972) 401-0752(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:David E. Morrison
                                                      Fulbright & Jaworski L.L.P.
                                                     2200 Ross Avenue, Suite 2800
                                                       Dallas, Texas 75201-2784
                                                            (214) 855-8000

Approximate
Date of Commencement of Proposed Sale to the Public: From time to time after this
registration statement becomes effective, as determined by market conditions.

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. /   /

If
this Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act of 1933, 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. /  /

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# PURPOSE OF AMENDMENT

Termination of Offering
and Removal of Securities from Registration

Pursuant
to the Registration Statement on Form S-3 (File No. 333-45552) (the Registration
Statement), the Registrants registered Debt, Common Stock, Preferred Stock,
Depositary Shares, Warrants and Guarantees up to a maximum aggregate offering price of
$200,000,000. $733,526.11 of Common Stock was sold pursuant to the Registration Statement.
The Registrants do not intend to sell any more of the registered securities pursuant to
the Registration Statement, and the offering contemplated by the Registration Statement
has terminated. Pursuant to the undertakings in Item 17 of the Registration Statement, the
Registrants are removing from registration, by means of this Post-Effective Amendment No.
1 to the Registration Statement, all of the $199,266,473.89 of remaining securities
registered under the Registration Statement.

# SIGNATURE

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 amendment to Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on the
26th day of September, 2003.

| | MAGNUM HUNTER RESOURCES, INC.                                                                                                    
| | ---------------------------------------------------------------------------------------------------------------------------------
| | By:/s/ Gary C. Evans
                  Gary C. Evans       Chairman of the Board, President           and Chief Executive Officer

Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement
has been signed below by the following persons in the capacities indicated on the
26th day of September, 2003.

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|Signature                      | Title
|------------------------------ | -----
|/s/ Gary C. EvansGary C. Evans |      
|                               |      
|                               |      
|/s/ Chris TongChris Tong       |      
|                               |      
|                               |      
|*Gerald W. Bolfing             |      
|                               |      
|*Matthew C. Lutz               |      
|                               |      
|*John H. Trescot, Jr.          |      
|                               |      
|*James E. Upfield              |      
|                               |      

| | * By:/s/ Gary C. Evans                     Gary C. Evans as attorney-in-fact for the persons indicated pursuantto  powers of attorney dated September 8, 2000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------