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


                                                       December 14, 1998
Date of Report (Date of earliest event reported)_______________________________


                          MAGNUM HUNTER RESOURCES, INC.

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             (Exact name of registrant as specified in its charter)


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



         600 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039
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               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code            (972) 401-0752
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          (Former name or former address, if changed since last report)



<PAGE>

Item 5. Other Events.

     On December 14, 1998, Magnum Hunter Resources,  Inc.  announced that it had
executed a Letter of Intent with ONEOK,  Inc.  (NYSE:  OKE),  the eighth largest
natural gas  distributor in the United States,  relating to ONEOK's  purchase of
$50 million of  Convertible  Preferred  Stock of Magnum  Hunter.  This Letter of
Intent also  includes  ONEOK's  ability to market  Magnum  Hunter's  natural gas
production in the state of Oklahoma,  ONEOK's  ability to  participate in future
acquisitions   of  Magnum   Hunter  in  the  state  of  Oklahoma,   and  ONEOK's
participation in Magnum Hunter's recently  announced  acquisition of certain oil
and gas assets to be acquired  from Spirit  Energy 76, a business  unit of Union
Oil Company of California.

     The Preferred  Stock will have a liquidation  value of $50 million and will
be convertible  into Magnum Hunter's Common Stock at $5.25 per share.  Dividends
on the  Preferred  Stock will be payable in cash at the rate of 8% per annum and
will be cumulative. Magnum Hunter will use the net proceeds from the transaction
to repay  senior  bank  indebtedness,  to provide  working  capital  for general
corporate purposes and to finance acquisitions, as determined by Magnum Hunter's
Board of  Directors.  ONEOK will have the right to  nominate  two new members to
Magnum Hunter's existing Board of Directors.

A copy of the press release is filed as an exhibit to this Form 8-K.

Item 7.  Financial Statements and Exhibits.

(c)      Exhibits

99.1     Press Release dated December 14, 1998 issued by Magnum Hunter
         Resources, Inc.



                                   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 hereunto duly authorized.


                                                 MAGNUM HUNTER RESOURCES, INC.


                                                       /s/ Gary C. Evans
                                                By:____________________________
                                                       Gary C. Evans
                                                       President and CEO

                                                      /s/ Morgan F. Johnston
                                                By:____________________________
                                                       Morgan F. Johnston
                                                       Vice President, General
                                                       Counsel and Secretary

Dated: December 14, 1998