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)  March 11, 2005

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:

[X]    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))

---

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

On
March 11, 2005, Magnum Hunter Resources, Inc. (the Company) announced the
appointment of Richard R. Frazier as interim chief executive officer to be effective April
4, 2005 upon the retirement of acting President and Chief Executive Officer Gary Evans.

Richard
R. Frazier has served as Executive Vice President and Chief Operating Officer of the
Company since January 1, 2003, and has served as President and Chief Operating Officer of
Magnum Hunter Production, Inc. and Gruy Petroleum Management Company since January 1994.
From 1977 to 1993, Mr. Frazier was employed by Edisto Resources Corporation in Dallas,
serving as Executive Vice President Exploration and Production from 1983 to 1993, where he
had overall responsibility for its property acquisition, exploration, drilling,
production, gas marketing and engineering functions. From 1972 to 1976, Mr. Frazier served
as District Production Superintendent and Petroleum Engineer with HNG Oil Company (now
Enron Oil & Gas Company) in Midland, Texas. Mr. Fraziers initial employment,
from 1968 to 1971, was with Amerada Hess Corporation as a petroleum engineer involved in
numerous projects in Oklahoma and Texas. Mr. Frazier graduated in 1970 from the University
of Tulsa with a Bachelor of Science Degree in Petroleum Engineering. He is a registered
Professional Engineer in Texas and a member of the Society of Petroleum Engineers and many
other professional organizations.

Mr.
          Fraziers employment agreement with the company terminates January 1, 2006
          and continues thereafter on a year-to-year basis and provides for a salary of
          $175,000 per annum unless increased by the Board. The agreement provides that
          the same benefits supplied to other company employees shall be available to the
          employee. The employment agreement also contains, among other things, covenants
          by the employee that in the event of termination, he will not compete with the
          company in certain geographical areas or hire any of our employees for a period
          of two years after cessation of employment. In addition, the agreement contains
          a provision that upon a change in control, the employees position is
          terminated, or the employee leaves for good cause, the employee is
          entitled to receive immediately, in one lump sum, three times the
          employees current base salary and bonus, plus any other compensation
          received by him in the last fiscal year. Also, any medical, dental and group
          life insurance covering the employee and his dependents shall continue until the
          earlier of (i) 12 months after the change in control or (ii) the date the
          employee becomes a participant in the group insurance benefit program of a new
          employer.

# Item 8.01. Other Events.

On
March 11, 2005, the Company issued two press releases, the first announcing the expiration
on March 21, 2005 of publicly traded warrants to purchase common stock of the Company, and
the second related to the matters discussed in Item 5.02 above. Copies of these press
releases issued by the Company are attached hereto as Exhibit 99.1 and Exhibit 99.2,
respectively.

The
information in this Current Report, including the attached Exhibits shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed
incorporated by reference into any filing under the Securities Act of 1933, as amended.

# Item 9.01. Financial
Statements and Exhibits.

(c)       
          Exhibits. The following exhibits are furnished as part of this Current Report on
          Form 8-K:

99.1
Press Release dated March 11, 2005.

99.2
Press Release dated March 11, 2005.

# SIGNATURES

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 thereunto duly authorized.

|                        | MAGNUM HUNTER RESOURCES, INC.By:/s/ M. Bradley DavisM. Bradley Davis,Senior Vice President & Chief Financial Officer
|----------------------- | --------------------------------------------------------------------------------------------------------------------
|Date:    March 11, 2005 |                                                                                                                     

# EXHIBIT INDEX

|Exhibit Number | Description                        
|-------------- | -----------------------------------
|99.1           | Press Release dated March 11, 2005.
|99.2           | Press Release dated March 11, 2005.