CERTIFICATE OF DESIGNATIONS

                  1999 SERIES A 8% CONVERTIBLE PREFERRED STOCK
                           (Par Value $.001 Per Share)

                                       of

                          MAGNUM HUNTER RESOURCES, INC.

                          ----------------------------

                           Pursuant to Section 78.1955
                      of the Nevada General Corporation Law

                          ----------------------------


     We, Gary C. Evans,  President and Chief  Executive  Officer,  and Morgan F.
Johnston,  Vice President and  Secretary,  of Magnum Hunter  Resources,  Inc., a
corporation  organized  and existing  under the laws of the State of Nevada (the
"Corporation"),  DO HEREBY CERTIFY that,  pursuant to the authority conferred on
the Board of Directors of the Corporation by the Articles of  Incorporation,  as
amended,  of the  Corporation  and in  accordance  with  Section  78.1955 of the
General  Corporation  Law of the State of Nevada,  the Board of Directors of the
Corporation  on  January  27,  1999 duly  adopted  the  following  preamble  and
resolution  establishing  and  creating a series of 50,000  shares of  Preferred
Stock, par value $.001 per share, of the Corporation,  designated "1999 Series A
8% Convertible Preferred Stock":

     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of the Corporation  (the "Board of Directors") in accordance with the provisions
of its Articles of Incorporation,  as amended,  a series of Preferred Stock, par
value  $.001 per  share,  of the  Corporation  is hereby  created,  and that the
designation  and number of shares thereof and the voting  powers,  designations,
preferences,  limitations,  restrictions  and  relative  rights  thereof  are as
follows:

     Section 1. Designation,  Number of Shares and Stated Value of 1999 Series A
8% Convertible  Preferred  Stock.  There is hereby  authorized and established a
series  of  Preferred  Stock  that  shall be  designated  as  "1999  Series A 8%
Convertible   Preferred  Stock"  (hereinafter   referred  to  as  "Series  A  8%
Preferred"),  and the number of shares constituting such series shall be 50,000.
Such number of shares may be  increased or  decreased,  but not to a number less
than the number of shares of Series A 8% Preferred then issued and  outstanding,
by  resolution  adopted by the full Board of Directors.  The "Stated  Value" per
share of the  Series A 8%  Preferred  shall  be  equal to One  Thousand  Dollars
($1,000.00).

     Section 2. Definitions.  In addition to the definitions set forth elsewhere
herein, the following terms shall have the meanings indicated:

     "Affiliate"  shall mean, with respect to any person,  any other person that
directly or indirectly controls or is controlled by or is under complete control
with such person. For the purposes of this definition,  "control" when used with
respect to any person  means the  ownership of at least a majority of the issued
and outstanding voting securities or capital interests of such person. "Business
Day" shall mean any day other than a Saturday,  Sunday or a day on which banking
institutions  in Dallas,  Texas are  authorized or obligated by law or executive
order to close.



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     "Common Stock" shall mean the common stock,  par value $0.002 per share, of
the Corporation.

     "Conversion  Price"  shall  mean the  conversion  price per share of Common
Stock into which the Series A 8% Preferred is  convertible,  as such  conversion
price may be adjusted pursuant to the provisions  hereof. The initial Conversion
Price is Five Dollars and Twenty-Five Cents ($5.25).

     "Junior Securities" means any capital stock of the Corporation issued after
the Original Issue Date and any other series of stock issued by the  Corporation
ranking junior as to the Series A 8% Preferred upon liquidation,  dissolution or
winding up of the Corporation.

     "Original  Issue Date" shall mean the date on which  shares of the Series A
8% Preferred are first issued.

     "Original  Holders"  shall mean the person or persons to whom shares of the
Series A 8%  Preferred  are issued on the  Original  Issue Date and,  as long as
there is a direct  chain of  ownership  by such  persons  or  persons  and their
Affiliates, any Affiliate of such person or persons to whom shares of the Series
A 8% Preferred are transferred.

     "Parity  Security"  means  any  class  or  series  of stock  issued  by the
Corporation ranking on a parity with the Series A 8% Preferred upon liquidation,
dissolution or winding up of the Corporation.

     "Person" means any individual, corporation, association, partnership, joint
venture,   limited  liability  company,   trust,  estate,  or  other  entity  or
organization, other than the Corporation, any subsidiary of the Corporation, any
employee  benefit plan of the Corporation or any subsidiary of the  Corporation,
or any entity holding shares of Common Stock for or pursuant to the terms of any
such plan.

     "Senior  Securities" means the Corporation's 1996 Series A Preferred Stock,
1993 Series A Preferred  Stock and any other class or series of stock issued and
outstanding as of the Original Issue Date by the  Corporation  ranking senior to
the Series A 8% Preferred  upon  liquidation,  dissolution  or winding up of the
Corporation.

     Section 3. Dividends and Distributions.

     (a) The holders of shares of the Series A 8% Preferred shall be entitled to
receive, when, as and if declared by the Board of Directors out of funds legally
available therefor, cumulative cash dividends at an annual rate of eight percent
(8%) of the Stated  Value (the  "Dividend  Rate"),  or Eighty and 0/100  Dollars
($80) per share per annum.  Such  dividends  on shares of Series A 8%  Preferred
shall be cumulative from the date such shares are issued,  whether or not in any
period there shall be funds of the Corporation legally available for the payment
of such dividends and whether or not such  dividends are declared,  and shall be
payable  quarterly,  when,  as and if  declared  by the Board of  Directors,  on
February  28, May 31,  August 31 and  November 30 in each year (each a "Dividend
Payment Date"),  commencing  August 31, 1999. Except for the dividend payable on
August 31, 1999 (which  dividend  shall cover the period from the Original Issue
Date through  August 31, 1999,  inclusive),  the amount of each dividend for any
full quarter shall be Twenty and 0/100 Dollars ($20) per share.  Such  dividends
shall accrue  whether or not there shall be (at the time such  dividend  becomes
payable or at any other time) profits, surplus or other funds of the Corporation
legally available for the payment of dividends.

     (b) Dividends  shall be calculated  for the period from the Original  Issue
Date  through  August 31, 1999 and for any period that is not a full  quarter on
the basis of the time elapsed from and



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including the date  immediately  following the most recent Dividend Payment Date
(or, in the case of the dividend  payable on August 31, 1999, from and including
the Original Issue Date) to and including the final  distribution  date relating
to conversion or redemption or to a  dissolution,  liquidation  or winding up of
the Corporation  (or, in the case of the dividend payable on August 31, 1999, to
and including August 31, 1999).  Dividends  payable on the shares of Series A 8%
Preferred  for the period from the Original  Issue Date through  August 31, 1999
and for any  period  that  is not a full  quarter  shall  be  calculated  at the
Dividend Rate on the basis of a 365-day or 366-day, as appropriate, year.

     (c) No interest,  or sum of money in lieu of interest,  shall be payable in
respect of any dividend  payment or payments on the Series A 8% Preferred  which
are in arrears; provided,  however, that in the event dividends on shares of the
Series A 8% Preferred have not been paid for two consecutive quarters,  interest
shall accrue at a rate equal to the Dividend Rate (with  interest  calculated on
the basis of a 365-day or  366-day,  as  appropriate,  year) on each such unpaid
dividend payment from and including the second consecutive Dividend Payment Date
on which no  dividend  payment is made to and  including  the date on which such
dividend payment in arrears is paid.

     (d) Dividends payable on each Dividend Payment Date shall be paid to record
holders of the shares of Series A 8%  Preferred  as they  appear on the books of
the  Corporation at the close of business on the tenth Business Day  immediately
preceding the respective  Dividend  Payment Date or on such other record date as
may be fixed by the  Board of  Directors  of the  Corporation  in  advance  of a
Dividend Payment Date,  provided that no such record date shall be less than ten
nor more than 60 calendar days preceding such Dividend  Payment Date.  Dividends
payable to Original Holders shall be paid by the Corporation by wire transfer in
same-day  funds to one  account to be  designated  in  writing  by the  Original
Holders to the  Corporation  at least three days prior to any  Dividend  Payment
Date, or by such other means mutually agreed upon by the parties.

     (e) So long as any  shares of Series A 8%  Preferred  are  outstanding,  no
dividend or other  distribution,  whether in liquidation or otherwise,  shall be
declared  or paid,  or set apart for  payment  on or in  respect  of, any Junior
Securities, nor shall any Junior Securities be redeemed,  purchased or otherwise
acquired  for any  consideration  (or any  money  be paid to a  sinking  fund or
otherwise  set  apart  for  the  purchase  or  redemption  of  any  such  Junior
Securities),  unless (i) the full cumulative  dividends,  if any, accrued on all
outstanding  shares of the  Series A 8%  Preferred  shall  have been paid or set
apart for payment for all past dividend  periods and (ii) sufficient funds shall
have  been set  apart  for the  payment  of the  dividend  for the then  current
dividend period with respect to the Series A 8% Preferred.

     Section 4. Certain Covenants and Restrictions.

     (a) So long as any shares of Series A 8% Preferred are outstanding;

     (i) The  Corporation  shall at all times  reserve  and keep  available  for
issuance upon the  conversion of the shares of Series A 8% Preferred such number
of its authorized  but unissued  shares of Common Stock as will be sufficient to
permit the conversion of all  outstanding  shares of Series A 8% Preferred,  and
all other  securities and instruments  convertible  into shares of Common Stock,
and shall take all  reasonable  action within its power required to increase the
authorized  number of shares of Common Stock  necessary to permit the conversion
of all such  shares  of  Series A 8%  Preferred  and all  other  securities  and
instruments convertible into shares of Common Stock.




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<PAGE>



     (ii) The  Corporation  represents,  warrants  and agrees that all shares of
Common Stock that may be issued upon exercise of the conversion rights of shares
of Series A 8% Preferred will, upon issuance, be fully-paid and nonassessable.

     (iii) The Corporation  shall pay all taxes and other  governmental  charges
(other than any income or  franchise  taxes) that may be imposed with respect to
the issue or delivery of shares of Common Stock upon  conversion  of Series A 8%
Preferred as provided herein. The Corporation shall not be required, however, to
pay any tax or other charge imposed in connection with any transfer  involved in
the issue of any  certificate  for shares of Common Stock in any name other than
that of the  registered  holder  of the  shares  of the  Series  A 8%  Preferred
surrendered  in connection  with the  conversion  thereof,  and in such case the
Corporation  shall not be  required  to issue or deliver  any stock  certificate
until such tax or other charge has been paid, or it has been  established to the
Corporation's reasonable satisfaction that no tax or other charge is due.

     Section 5. Liquidation Preference.

     (a) In the  event of any  liquidation,  dissolution  or  winding  up of the
Corporation  (in connection with the bankruptcy or insolvency of the Corporation
or  otherwise),  whether  voluntary  or  involuntary,   before  any  payment  or
distribution of the assets of the Corporation (whether capital or surplus) shall
be made to or set apart for the holders of shares of any Junior Securities,  the
holders of the shares of Series A 8%  Preferred  shall be entitled to receive an
amount equal to the Stated Value  multiplied by the number of shares of Series A
8%  Preferred  held by  them,  plus all  cumulative  dividends  (whether  or not
declared)  that are  accrued  and unpaid  thereon.  To the extent the  available
assets are  insufficient to fully satisfy such amounts,  then the holders of the
Series A 8% Preferred shall share ratably in such distribution in the proportion
that the number of each holder's Series A 8% Preferred Shares bears to the total
number of shares of Series A 8%  Preferred  outstanding.  No further  payment on
account of any such  liquidation,  dissolution or winding up of the  Corporation
shall be paid to the  holders  of the  shares  of Series A 8%  Preferred  or the
holders of any Parity  Securities unless there shall be paid at the same time to
the holders of the shares of Series A 8% Preferred and the holders of any Parity
Securities  proportionate  amounts  determined ratably in proportion to the full
amounts to which the holders of all outstanding  shares of Series A 8% Preferred
and the  holders of all such  outstanding  Parity  Securities  are  respectively
entitled  with  respect to such  distribution.  For  purposes  of this  Section,
neither  a  consolidation  or  merger  of  the  Corporation  with  one  or  more
partnerships,  corporations  or other  entities nor a sale,  lease,  exchange or
transfer of all or any substantial  part of the  Corporation's  assets for cash,
securities or other property shall be deemed to be a liquidation, dissolution or
winding-up of the Corporation, whether voluntary or involuntary.

     (b) After the payment of all amounts  owing to the holders of stock ranking
prior to the Common  Stock,  the holders of Common Stock shall share  ratably in
the  distribution  of the remaining  available  assets of the Corporation in the
proportion  that each  holder's  shares  bear to the  total  number of shares of
Common Stock outstanding.

     (c) Written  notice of any  liquidation,  dissolution  or winding up of the
Corporation,  stating  the  payment  date or dates  when and the place or places
where the amounts distributable in such circumstances shall be payable, shall be
given,  not less than 15 days prior to any payment date stated  therein,  to the
holders  of record of the shares of Series A 8%  Preferred  in  accordance  with
Section 12 hereof.

     Section 6. Optional  Redemption by the Corporation.  The outstanding shares
of Series A 8%  Preferred  are  subject to  redemption  in  accordance  with the
following provisions:



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<PAGE>



     (a) Subject to the terms hereof, the Corporation may at its option, so long
as it has sufficient funds legally available therefor, elect to redeem, in whole
or in part,  the  outstanding  shares of Series A 8% Preferred at any time after
the date of issuance of such shares.

     (b) The  redemption  price per share for Series A 8% Preferred  redeemed on
any optional  redemption  date (the  "Redemption  Price") shall be determined as
follows:

     (i) at any time  within the  five-year  period  immediately  following  the
Original Issue Date at that redemption price per share (the "Initial  Redemption
Price") equal to the sum of [A] the Stated Value and [B] an amount necessary for
the  holders  of the  Series A 8%  Preferred  to achieve a 20% per annum rate of
return on such  shares of Series A 8%  Preferred  from the  Original  Issue Date
through the Redemption Date (as herein defined)  inclusive of all dividends paid
on such  Series  A 8%  Preferred  from  the  Original  Issue  Date  through  the
Redemption Date; and

     (ii) at any time after the third  anniversary  of the  Original  Issue Date
through the end of the fifth  anniversary  of the  Original  Issue  Date,  as an
alternative  to  the  Initial   Redemption  Price  and  at  the  option  of  the
Corporation,  at that  redemption  price per share  equal to 125% of the  Stated
Value plus an amount equal to accrued and unpaid dividends,  if any, to the date
fixed for  redemption,  whether or not  earned or  declared,  provided  that the
Common  Stock has  traded  at a closing  price of $7.875 or more for at least 20
trading days of the prior 30 trading days; and

     (iii) at any time after the fifth anniversary of the Original Issue Date at
the  following  redemption  prices per share  (expressed  as a percentage of the
Stated Value) plus an amount equal to accrued and unpaid  dividends,  if any, to
the date fixed for redemption, whether or not earned or declared:

                                    Year                      Price Per Share

                                    Year 6                         106.0%
                                    Year 7                         104.5%
                                    Year 8                         103.0%
                                    Year 9                         101.5%
                                    Year 10 and thereafter         100.0%

The  Redemption  Price  shall be paid in cash from any  source of funds  legally
available therefor.

     (c) Not less than 30 nor more than 60 days  prior to the date fixed for any
redemption of any shares of Series A 8% Preferred,  a notice specifying the time
(the "Redemption Date") and place of such redemption and the number of shares to
be redeemed  shall be given in accordance  with Section 12 hereof to the holders
of  record  of the  shares  of Series A 8%  Preferred  to be  redeemed  at their
respective  addresses as the same shall  appear on the books of the  Corporation
(but no  failure  to mail such  notice or any defect  therein  shall  affect the
validity of the proceedings  for redemption  except as to the holder to whom the
Corporation  has  failed to mail such  notice or except as to the  holder  whose
notice was  defective),  calling upon each such holder of record to surrender to
the  Corporation on the Redemption  Date at the place  designated in such notice
such holder's  certificate or  certificates  representing  the then  outstanding
shares  of Series A 8%  Preferred  held by such  holder  being  redeemed  by the
Corporation.  On or after the Redemption Date, each holder of shares of Series A
8% Preferred called for redemption shall surrender such holder's  certificate or
certificates  for such shares to the Corporation at the place  designated in the
redemption  notice and shall  thereupon  be entitled  to receive  payment of the
Redemption Price. From and



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<PAGE>



after the Redemption Date,  unless there shall have been a default in payment of
the  Redemption  Price,  all  rights of the  holders  of  Series A 8%  Preferred
designated  for  redemption  (except the right to receive the  Redemption  Price
without  interest upon  surrender of their  certificate or  certificates)  shall
cease with  respect to such  shares,  and such shares  shall not  thereafter  be
transferred on the books of the  Corporation or be deemed to be outstanding  for
any purpose whatsoever.

     Section  7.  Reacquired  Shares.  Any  shares  of  Series  A  8%  Preferred
repurchased,  redeemed, converted or otherwise acquired by the Corporation shall
be retired and canceled promptly after the acquisition  thereof. All such shares
shall upon their cancellation become authorized but unissued shares of Preferred
Stock, without designation as to series.

     Section 8. Voting Rights.

     (a) Except as otherwise  provided in this Section or required by law or any
provision of the Articles of Incorporation  of the  Corporation,  and subject to
any  shareholder  and voting or similar  agreement  existing now or  hereinafter
entered into by any Original Holder and the  Corporation,  the Original  Holders
(but not any other  transferees or other  subsequent  holders of the Series A 8%
Preferred) shall vote together with the shares of Common Stock as a single class
at any annual or special meeting of shareholders  of the  Corporation,  and each
Original Holder shall be entitled to that number of votes equal to the number of
shares of Common  Stock into which the shares of Series A 8%  Preferred  held by
such Original Holder on the record date fixed for such meeting are convertible.

     (b) The Corporation  shall not,  without the affirmative vote or consent of
at least a simple  majority  of the  shares  of  Series  A 8%  Preferred  voting
together as a separate class (and  irrespective  of whether such shares are held
by the Original Holders or any transferees or subsequent holders):

     (i)  amend,  repeal or change  any of the  provisions  of the  Articles  of
Incorporation of the Corporation in any way which would materially and adversely
affect the rights or  preferences  of the Series A 8% Preferred  (including  the
Certificate of  Designations  relating to the Series A 8% Preferred) as a class;
or

     (ii)  authorize,  create or issue,  or increase  the  authorized  or issued
amount  of,  any  class or  series  of  stock of  Senior  Securities  or  Parity
Securities,  or  any  security  convertible  into  or  exchangeable  for  Senior
Securities  or Parity  Securities  (other than in  connection  with stock option
plans  in  which  employees,   independent  directors,  or  consultants  of  the
Corporation  are eligible to  participate)  or  reclassify  or modify any Junior
Securities so as to become Parity Securities or Senior Securities.

     Section 9.  Conversion  Rights.  Holders of shares of Series A 8% Preferred
shall  have the  right to  convert  from  time to time,  in whole or in part and
without the payment of any additional consideration by the holder, any or all of
such shares into Common Stock, as follows:

     (a) At any time,  each share of Series A 8% Preferred  shall be convertible
at the option of the holder  thereof into fully paid,  non-assessable  shares of
Common Stock.  The number of shares of Common Stock  deliverable upon conversion
of each share of Series A 8%  Preferred  shall be  determined  by  dividing  the
Stated Value of such share of Series A 8% Preferred by the Conversion Price then
in effect.

     (b) In case at any time the Corporation shall (i) subdivide the outstanding
shares of  Common  Stock  into a greater  number of  shares,  (ii)  combine  the
outstanding shares of Common Stock into a smaller



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<PAGE>



number  of shares or (iii) pay a  dividend  in Common  Stock on its  outstanding
shares of Common Stock,  then the Conversion Price in effect  immediately  prior
thereto shall be multiplied by the fraction obtained:

         by dividing

         (X),  which is the  numerator  equal to the total  number of issued and
         outstanding   shares  of  Common   Stock   immediately   prior  to  the
         effectiveness of such action by the Corporation,

         by

         (Y),  which is the  denominator  that equals the actual total number of
         issued and outstanding  shares of Common Stock  immediately  after such
         effectiveness.

Such adjustment shall become effective immediately after the effective date of a
subdivision,  combination or stock dividend.  In the event of a consolidation or
merger of the Corporation with or into another corporation or entity as a result
of which a greater or lesser  number of shares of common stock of the  surviving
corporation  or  entity  are  issuable  to  holders  of  capital  stock  of  the
Corporation in respect of the number of shares of its capital stock  outstanding
immediately prior to such consolidation or merger,  then the Conversion Price in
effect  immediately  prior to such  consolidation or merger shall be adjusted in
the same  manner  as though  there  were a  subdivision  or  combination  of the
outstanding  shares of capital stock of the Corporation.  The Corporation  shall
not effect any such  consolidation  or merger unless prior to or  simultaneously
with the  consummation  thereof the  successor  (if other than the  Corporation)
resulting from such  consolidation or merger shall expressly  assume, by written
instrument  executed and delivered (and satisfactory in form) to the Series A 8%
Preferred holders,  (i) the obligation to deliver to such holders such stock as,
in  accordance  with the foregoing  provisions,  such holders may be entitled to
purchase and (ii) all other obligations of the Corporation hereunder.

     (c) In the event that the Corporation proposes to take any action specified
in this Section 9 which requires any adjustment of the  Conversion  Price,  then
and in each such case the  Corporation  shall at least 30 days prior to any such
event,  and within five business days after it has knowledge of any such pending
transaction,  provide to the Series A 8% Preferred holders written notice of the
date on which  the books of the  Corporation  shall  close or a record  shall be
taken for such dividend or for determining rights to vote in respect of any such
consolidation or merger. Such notice shall also specify, as applicable, the date
on which the holders of capital  stock shall be entitled  thereto or the date on
which the holders of capital stock shall be entitled to exchange their stock for
securities  deliverable upon such  consolidation or merger,  as the case may be.
Such  notice  shall also state that the action in question or the record date is
subject to the  effectiveness  of a registration  statement under the Securities
Act of 1933, as amended,  or to a favorable vote of security holders,  if either
is required.  Furthermore, any notice shall state the Conversion Price resulting
from such  adjustment  and the  increase or  decrease,  if any, in the number of
shares  obtainable  at such price upon  exercise,  setting  forth in  reasonable
detail the method of  calculation  and the facts upon which such  calculation is
based.

     (d) The conversion of any share of Series A 8% Preferred may be effected by
the holder thereof by the surrender of the certificate or certificates therefor,
duly endorsed,  at the principal  offices of the Corporation or to such agent or
agents of the  Corporation as may be designated by the Board of Directors and by
giving written notice to the Corporation  that such holder elects to convert the
same.

     (e) After the surrender of shares of Series A 8% Preferred for  conversion,
the Corporation shall (i ) as promptly as practicable issue and deliver or cause
to be issued and delivered to the holder of



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<PAGE>



such   shares   certificates   representing   the   number  of  fully  paid  and
non-assessable  shares of Common  Stock into  which  such  shares of Series A 8%
Preferred have been converted in accordance  with the provisions of this Section
and (ii) within two  business  days pay to the holder of such shares all accrued
and unpaid  dividends  (whether or not earned or  declared)  to the date of such
surrender.  Subject to the following provisions of this Section, such conversion
shall be deemed to have  been  made as of the close of  business  on the date on
which the  shares of  Series A 8%  Preferred  shall  have been  surrendered  for
conversion  in the manner herein  provided,  so that the rights of the holder of
the shares of Series A 8% Preferred so surrendered shall cease at such time, and
the  person or persons  entitled  to  receive  the  shares of Common  Stock upon
conversion thereof shall be treated for all purposes as having become the record
holder  or  holders  of such  shares  of Common  Stock at such  time;  provided,
however,  that any such  surrender on any date when the stock  transfer books of
the  Corporation  are  closed  shall be deemed to have been  made,  and shall be
effective  to  terminate  the  rights of the  holder or holders of the shares of
Series A 8% Preferred so surrendered for conversion and to constitute the person
or persons  entitled to receive such shares of Common Stock as the record holder
or holders  thereof  for all  purposes,  at the  opening of business on the next
succeeding day on which such transfer books are open.

     (f) The  Corporation  shall not be required to issue  fractional  shares of
stock upon the conversion of the Series A 8% Preferred. As to any final fraction
of a share which the holder of one or more shares of Series A 8% Preferred would
otherwise be entitled to receive upon conversion, the Corporation shall, in lieu
of issuing  any  fractional  share,  pay the holder  otherwise  entitled to such
fraction a sum in cash equal to the same fraction of the Conversion Price on the
day of conversion.

     (g) In case the Corporation shall be a party to any transaction  (including
without limitation, a merger,  consolidation,  statutory share exchange, sale of
all or substantially all of the Corporation's  assets or recapitalization of the
Common Stock), in each case as a result of which shares of Common Stock shall be
converted  into the  right  to  receive  stock,  securities  or  other  property
(including cash or any combination thereof) (each of the foregoing  transactions
being referred to as a  "Fundamental  Change  Transaction"),  then the shares of
Series A 8% Preferred remaining outstanding will thereafter no longer be subject
to conversion into Common Stock pursuant to this Section, but instead each share
shall be convertible  into the kind and amount of stock and other securities and
property  receivable  (including cash) upon the consummation of such Fundamental
Change  Transaction  by a holder of that  number of shares of Common  Stock into
which one share of Series A 8% Preferred was  convertible  immediately  prior to
such Fundamental  Change Transaction  (including an immediate  adjustment of the
Conversion   Price  if  by  reason  of  or  in  connection   with  such  merger,
consolidation, statutory share exchange, sale or recapitalization any securities
are issued or event  occurs  which  would,  under the terms  hereof,  require an
adjustment  of the  Conversion  Price),  assuming  such  holder  of  Series A 8%
Preferred  has  failed  to elect to have all or a part of such  holder's  shares
redeemed or otherwise acquired. The provisions of this paragraph shall similarly
apply to successive Fundamental Change Transactions.

     Section 10.  Ranking.  For purposes of dividends  and the  distribution  of
assets upon liquidation,  dissolution or winding up of the Corporation,  (i) the
Junior  Securities  shall rank junior to the Series A 8% Preferred  and (ii) the
Parity Securities shall rank on a parity with the Series A 8% Preferred.

     Section 11. Record  Holders.  The Corporation may deem and treat the record
holder of any  shares  of Series A 8%  Preferred  as the true and  lawful  owner
thereof  for all  purposes,  and the  Corporation  shall not be  affected by any
notice to the contrary.

     Section 12. Notice.  Except as may otherwise be provided by law or provided
for herein, all notices referred to herein shall be in writing,  and all notices
hereunder shall be deemed to have been given



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<PAGE>


upon receipt,  in the case of a notice of conversion  given to the  Corporation,
or, in all other  cases,  upon the  earlier of  receipt of such  notice or three
Business Days after the mailing of such notices sent by Registered  Mail (unless
first-class mail shall be specifically permitted for such notice under the terms
hereof) with postage prepaid, addressed: if to the Corporation, to its principal
executive  offices or to any agent of the  Corporation  designated  as permitted
hereby;  or if to a holder of the Series A 8%  Preferred,  to such holder at the
address or telecopy of such holder of the Series A 8% Preferred as listed in the
stock record books of the  Corporation,  or to such other address or telecopy as
the  Corporation or holder,  as the case may be, shall have designated by notice
similarly given. Notices given by facsimile  transmission on weekends,  holidays
or after 5:00 p.m.  Central Time shall be deemed  received on the next  business
day.

     Section 13.  Successors  and  Transferees.  Except as  otherwise  expressly
provided herein,  and subject to any shareholder and voting or similar agreement
entered  into by any  Original  Holders  and  the  Corporation,  the  provisions
applicable  to  shares  of  Series A 8%  Preferred  shall  bind and inure to the
benefit of and be enforceable by the Corporation,  the respective  successors to
the Corporation, and by any record holder of shares of Series A 8% Preferred.


     IN WITNESS WHEREOF, Magnum Hunter Resources,  Inc. has caused its corporate
seal to be hereunto  affixed and this certificate to be signed by Gary C. Evans,
its President and Morgan F. Johnston,  its Secretary,  this 29th day of January,
1999.



                                        GARY C. EVANS 
                                        President and Chief Executive Officer


                                        MORGAN F. JOHNSTON
                                        Vice President and Secretary


STATE OF TEXAS)

COUNTY OF

     This instrument was  acknowledged  before me on January 29th, 1999, by GARY
C. EVANS of MAGNUM HUNTER RESOURCES,  INC., a Nevada  corporation,  on behalf of
said corporation.


                                  ---------------------------------------------
                                  NOTARY PUBLIC, STATE OF TEXAS

                                  ---------------------------------------------
                                 (printed name)

My Commission Expires:

---------------------



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