United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                    Form 10-Q

(Mark one)
[X]      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the Quarterly Period Ended September 30, 1998

[ ]      Transition Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 For the Transition Period from .......... to ..........


                     Commission File Number..........1-12508


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


         Nevada                                              87-0462881
State or other jurisdiction of                   IRS employer identification No.
incorporation or organization


           600 East Las Colinas Blvd., Suite 1200, Irving, Texas 75039
                     Address of principal executive offices

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

State the number of shares outstanding of each of the issuer's classes of common
equity, as of November 4, 1998: 21,057,413










<PAGE>



                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements

     The  consolidated  financial  statements of Magnum Hunter  Resources,  Inc.
("Magnum  Hunter"or the "Company") follow "Item 2.  Management's  Discussion and
Analysis of Financial Condition and Results of Operation".

Item 2. Management's Discussion and Analysis of Financial Condition and Results 
        of Operation

     The following  discussion and analysis  should be read in conjunction  with
Magnum Hunter's consolidated  financial statements and the notes associated with
them  contained in its Form 10-KSB for the year ended  December  31, 1997.  This
discussion  should not be construed to imply that the results  discussed  herein
will necessarily  continue into the future or that any conclusion reached herein
will necessarily be indicative of actual operating  results in the future.  Such
discussion  represents only the best present  assessment by management of Magnum
Hunter.

     In January 1997, the Company  purchased a fifty percent (50%) interest in a
natural gas liquids  processing plant, the McLean Gas Plant,  which is connected
to the Panoma gas  gathering  system,  for $2.5 million.  The related  operating
agreement allows the Company to recoup its investment out of one hundred percent
(100%) of the net profits of the plant before reverting to a fifty percent (50%)
interest after payout.

     On April 30, 1997,  the Company  purchased from  Burlington  Resources Inc.
certain  oil  and gas  properties  located  in the  Permian  Basin  (hereinafter
referred to as the "Permian Basin  Properties") for a net price of approximately
$133.8 million, including, but not limited to, certain adjustments for a January
1, 1997 effective  date. The  acquisition  consisted of 1,852  producing oil and
natural gas wells and associated acreage located in 25 field areas of West Texas
and in 22 field areas of Southeast New Mexico.




<PAGE>



     On April 29, 1997,  Bankers Trust Company,  as Agent,  provided the Company
with a $130 million revolving line of credit with a term of five years and a $60
million one year senior subordinated bridge facility.  The new credit facilities
were used to fund the Permian Basin  Properties  acquisition  and to replace the
previously existing $100 million revolving credit facility with a different bank
group.  The revolving line of credit allows the Company to choose either "LIBOR"
or "Prime" based interest rate options.

     On May 29, 1997, the Company placed,  through a Rule 144A private placement
offering,  $140 million in Senior  Notes due 2007.  The Notes have a 10% coupon,
with interest  payable on June 1 and December 1, commencing on December 1, 1997.
There is no restriction  on the ability of any  consolidated  or  unconsolidated
subsidiary to transfer funds to the Company in the form of cash dividends, loans
or  advances.  Net  proceeds  from the sale of the  Senior  Notes  were  used to
completely  repay  the  Company's  $60  million  senior  subordinated  term loan
facility with the remaining proceeds used to repay a substantial  portion of the
Company's  outstanding  revolving  credit  facility.  At that time,  the maximum
commitment  under the revolving credit facility was reduced from $130 million to
$75  million,  with a borrowing  base of $60  million.  The credit  facility was
amended as of September  30, 1997, to increase the maximum  commitment  from $75
million  to $125  million,  increase  the  borrowing  base by $5  million to $65
million,  and modify the interest  expense  coverage  ratio test.  As of June 1,
1998, the Company's credit line was enhanced by the addition of two new banks to
the group,  the  extension of the term of the facility  from four to five years,
reaffirmation of the borrowing base of $65 million,  improving the credit ratios
and loan covenants, and lowering the interest rate spreads by 1/4 percent.

     On  December  18,  1997,  the  Company  acquired  a  thirty  percent  (30%)
membership  interest  in  NGTS,  LLC,  ("NGTS")  a  newly  formed  wholly  owned
subsidiary of Natural Gas Transmission  Services,  Inc., a natural gas marketing
and  trading  company  based in Dallas,  Texas.  NGTS  assumed all of the parent
company's operations as of December 1, 1997. The Company dedicated substantially
all of its natural gas  production to NGTS for  marketing.  The Company's  $4.35
million acquisition was completed with a combination of cash ($2.35 million) and
promissory  notes ($2.0  million) that have equity "put"  features.  The Company
may, at any time,  retire the promissory notes due December 1, 1998, with common
stock or cash.

                                        2

<PAGE>



     On January 28, 1998, the Company  commenced a cash purchase offer for Units
of TEL Offshore Trust ("Tel").  Previous to the offer, the Company owned 161,500
Units representing 3.4% of the Units outstanding.  As amended,  the offer was to
purchase  between  forty  percent  (40%) and sixty  percent (60%) of the Trust's
outstanding  Units at $5.50 per Unit. On March 27, 1998,  the Company  purchased
1,745,353  Units  pursuant to the tender offer and,  together  with the Units it
previously owned, represented 40.1% of the total number of Units outstanding.

     The Company uses the full cost method of accounting  for its  investment in
oil and gas properties.  Under the full cost method of accounting,  all costs of
acquisition, exploration and development of oil and gas reserves are capitalized
into a "full cost pool" as incurred, and properties in the pool are depleted and
charged to operations using the unit-of-production  method based on the ratio of
current production to total proved oil and gas reserves. To the extent that such
capitalized costs (net of accumulated depreciation,  depletion and amortization)
less deferred  taxes exceed the sum of (i) the discounted  estimated  future net
cash flow from  proved oil and gas  reserves  (SEC  PV-10) and (ii) the lower of
cost or fair value of unproved properties after income tax effects,  such excess
costs are charged to  operations.  Once  incurred,  a write-down  of oil and gas
properties  is not  reversible  at a  later  date  even  if  oil  or gas  prices
subsequently  increase.  While the Company has never been required to write-down
its asset base,  significant downward revisions of quantity estimates or further
declines in oil and gas prices,  which are not offset by other factors,  such as
new oil and gas reserve  additions,  could possibly  result in the write-down of
the Company's oil and gas properties as currently valued on the balance sheet.

Results of Operations for the Nine Month Periods in 1998 and 1997

     As discussed  above,  the Company  acquired the Permian Basin Properties in
April 1997, and its interest in Tel in March 1998. Unless otherwise stated,  the
increases  in the  1998  interim  period  over  the  1997  interim  period  were
substantially a result of these  acquisitions and the increases in daily oil and
gas production associated with the Company's successful drilling activities.



                                        3

<PAGE>



     Crude oil and natural gas sales were  $33,698,000  in 1998,  a 53% increase
over  1997.  The  Company  sold  851,760  barrels of oil,  a 74%  increase,  and
10,535,070  Mcf of gas, a 63% increase,  in 1998 as compared to 1997.  The price
received  for oil was  $13.23  per barrel and for gas was $2.08 per Mcf in 1998,
representing  a 26%  decrease  in oil price and a less than 1%  increase  in gas
price  compared to 1997.  Oil and gas sales for the 1998  period  also  included
$541,000  resulting from the settlement of gas imbalances with another  producer
on several of the Company's gas wells.  Oil and natural gas  production  lifting
costs  increased  129% to  $10,854,000  while  production  taxes and other costs
increased 50% to $4,593,000 in 1998 over 1997. The gross  operating  margin from
oil and natural gas  production  was  $18,251,000  in 1998, a 28% increase  over
1997. On an equivalent unit basis,  the gross margin was $1.14 per Mcfe in 1998,
a 25% decrease.  The sales price declined 10% to $2.12 per Mcfe while production
lifting  costs  increased  35% to $0.69 per Mcfe  from 1997 to 1998.  Production
taxes and other costs  including  overhead,  were $0.29 per Mcfe in 1998,  a 12%
decrease from 1997. The overall increase in the gross operating margin from 1997
to 1998 was  principally due to a 67% increase in Mcfe sold, from 9,389,326 Mcfe
to 15,644,893 Mcfe.

     Gas gathering,  marketing,  and processing  revenues were $5,193,000 in the
1998 period, a 33% decrease from 1997,  principally due to lower prices received
for  natural  gas and  natural gas  liquids.  Costs from these  activities  were
$4,387,000 in 1998, a 24% decrease  principally  due to lower gas prices.  Gross
operating  margin was  $806,000 in 1998, a 58%  decrease.  The decrease in gross
operating  margin  was  due  to  lower  marketing  profits  and  less  favorable
processing economics. Gathering system throughput increased 2% to 20,669 Mcf per
day in 1998. Natural gas plant processing  throughput increased 7% to 15,511 Mcf
per day in 1998. Gross operating margin from gathering and marketing  operations
was $0.10 per Mcf of  throughput  in 1998,  a 60% decline.  The gross  operating
margin from natural gas processing was $0.07 per Mcf in 1998, a 68% decline.

     Revenues from oil field services and  international  sales were $703,000 in
1998 versus $3,792,000 in 1997, principally due to a decrease in sales by Hunter
Butcher International,  L.L.C. ("Hunter Butcher").  Operating costs decreased to
$361,000  in 1998  from  $3,482,000  in 1997,  also  principally  due to  Hunter
Butcher.  The gross operating margin from these activities  increased by $32,000
to $342,000 in 1998 versus $310,000 in the 1997 period.


                                        4

<PAGE>



     Depreciation  and depletion  expense  increased 58% to  $13,621,000 in 1998
primarily due to the increase in  production as a result of prior  acquisitions.
General and  administrative  expense was $2,250,000 in 1998, a 99% increase over
1997,  due to increased  staffing to manage the  significantly  larger number of
properties  owned by the Company and other costs associated with the increase in
production.  On  a  MCF  equivalent  basis  of  daily  production,  general  and
administrative  expenses  increased 17% to $0.14 per Mcfe in 1998 as compared to
$0.12 per Mcfe in 1997.

     Operating profit  decreased 48% to $3,528,000 in 1998 from 1997.  Equity in
loss  of  affiliate  was  $53,000  in  1998  versus  none  in  1997,  due to the
acquisition of an interest in NGTS in December 1997.  Other income decreased 29%
to $433,000 in 1998 versus $608,000 in 1997.  Interest expense  increased 44% to
$13,407,000  in 1998 due to increased  levels of borrowing  under the  Company's
revolving  credit  lines with banks and the 10% Senior  Notes  outstanding.  The
Company  incurred  a net  loss  before  income  tax  and  minority  interest  of
$9,499,000 in 1998,  versus a $1,925,000 loss in 1997,  principally due to lower
oil prices,  interest expense on the acquisitions exceeding operating income and
a higher  charge for  depreciation  and  depletion.  The Company  provided for a
deferred  income tax benefit of $3,589,000 on this loss in 1998 versus  $731,000
in  1997.  The  Company  reported  a  net  loss  before  extraordinary  item  of
$5,935,000, or $0.31 per common share, in 1998 versus a $1,234,000 loss or $0.14
per common share, in 1997.

     The Company realized an extraordinary  loss of $1,384,000 ($0.10 per common
share) in the 1997 period as required under Accounting  Principles Board ("APB")
Statement No. 26 and Statement of Financial  Standards  ("SFAS") No. 4, from the
early  extinguishment of bank debt. The early extinguishment was a result of the
10% Senior Notes financing and amended  revolving  credit  agreements with banks
arranged to facilitate the acquisition of the Permian Basin Properties.  The net
loss,  after the  extraordinary  charge,  applicable to common  shareholders was
$6,592,000 ($0.31 per share) in 1998 compared to a net loss of $3,275,000 ($0.24
per share) in 1997. The Company  accrued  $657,000 in dividends on its preferred
stock in both years 1998 and 1997.




                                        5

<PAGE>



Results of Operations for the Three Month Periods in 1998 and 1997

     As discussed above, the Company acquired its interest in Tel in March 1998.
Unless otherwise stated,  the increases in the 1998 interim period over the 1997
interim  period  were  substantially  the  result  of this  acquisition  and the
increases  in  daily  oil and  gas  production  associated  with  the  Company's
successful drilling activities.

     Crude oil and natural gas sales were  $11,634,000  in 1998,  an 8% increase
over  1997.  The  Company  sold  308,016  barrels of oil,  a 23%  increase,  and
3,778,164 Mcf of gas, a 21% increase,  in 1998.  The price  received for oil was
$12.23 per barrel and for natural gas was $2.08 per Mcf in 1998,  representing a
29%  decrease in the oil price and no change in the gas price  compared to 1997.
Oil and natural gas production  lifting costs increased 89% to $4,153,000  while
production  taxes and other costs decreased 8% to $1,243,000 in 1998 compared to
1997.  The gross  operating  margin  from oil and  natural  gas  production  was
$6,238,000 in 1998, a 14% decrease from 1997. On an equivalent  unit basis,  the
gross  margin  was  $1.11 per Mcfe in 1998,  a 29%  decrease.  The  sales  price
declined  11% to $2.07 per Mcfe while  production  lifting  costs were $0.74 per
Mcfe in 1998,  a 54%  increase  over  1997.  Production  taxes and other  costs,
including overhead,  were $0.22 per Mcfe in 1998, a 24% decrease from 1997. Mcfe
sold increased 22% to 5,626,080 Mcfe in 1998 from 4,618,465 Mcfe in 1997.

     Gas gathering,  marketing,  and processing revenues overall were $1,697,000
in the 1998 period,  a 30% decrease from 1997.  Costs from these activities were
$1,535,000  in 1998,  an 18%  decrease  from 1997.  Gross  operating  margin was
$162,000 in 1998,  a 72% decrease  due to lower gas  marketing  profits and less
favorable processing  economics.  Gathering system throughput was 20,365 Mcf per
day  in  1998,  essentially  unchanged  compared  to  1997.  Natural  gas  plant
processing  throughput  was 15,907  Mcf per day in 1998,  a 2%  increase.  Gross
operating  margin from  gathering and marketing  operations was $0.10 per Mcf of
throughput in 1998, a 37% decline.  The gross operating  margin from natural gas
processing was $0.02 per Mcf of throughput in 1998, a 91% decline.



                                        6

<PAGE>



     Revenues from oil field services and  international  sales were $249,000 in
1998, a 34% increase.  Operating  costs were $121,000 in 1998, a 109%  increase.
The  gross  operating  margin  was  $128,000  in  1998,   unchanged  from  1997.
Depreciation and depletion expense increased 16% to $4,805,000 in 1998 primarily
due to  the  increase  in  proved  reserves  as a  result  of  acquisitions  and
development success achieved on existing properties.  General and administrative
expense  was  $750,000  in 1998,  a 57%  increase  over 1997,  due to  increased
staffing  associated  with the  acquisition of the Permian Basin  Properties and
other costs. Operating profit decreased 70% to $973,000 in 1998 from 1997. Other
income was  $50,000  in 1998,  a decrease  of 89% from  1997.  Interest  expense
increased  3% to  $4,656,000  in 1998 from  1997.  The  Company  provided  for a
deferred  income tax benefit of $1,381,000 on this loss in 1998 versus  $300,000
in  1997.  The  Company  reported  a  net  loss  before  extraordinary  item  of
$2,272,000,  or $0.12 per common share in 1998, versus a net loss of $509,000 or
$0.05 per common share in 1997. The net loss  applicable to common  shareholders
was $2,491,000  ($0.12 per share) in 1998 compared to a loss of $728,000  ($0.05
per share) in 1997. The Company  accrued  $219,000 in dividends on its preferred
stock in both years 1998 and 1997.

Liquidity and Capital Resources

     The Company has three principal operating sources of cash: (i) sales of oil
and gas, (ii) revenues from gas gathering,  processing, and marketing, and (iii)
revenues from petroleum management and consulting  services.  The Company's cash
flow is highly dependent upon oil and gas prices.  Decreases in the market price
of oil and gas could result in  reductions  of both cash flow and the  borrowing
base under the Company's Credit Facility,  which would result in decreased funds
available, including funds for future capital expenditures.

     On April 30, 1997, the Company closed the  acquisition of the Permian Basin
Properties for a net purchase price of approximately $133.8 million. At the same
time, the Company's  previously  existing  $100.0  million  credit  facility was
replaced by two new credit facilities;  (i) a $130.0 million Credit Facility and
(ii) a $60.0  million  Term Loan  Facility  for a combined  aggregate  amount of
$190.0 million.  The initial advances under these new facilities  totaled $179.5
million,  including funds to complete the Permian Basin Properties  acquisition,
to pay principal and accrued interest remaining on the Company's previous credit
facility, and to provide cash for working capital purposes.

                                        7

<PAGE>



     On May 29, 1997,  the Company sold,  through a Rule 144A private  placement
offering,  $140.0  million  aggregate  principal  amount  of Senior  Notes.  Net
proceeds  from the sale of the Senior  Notes were used to  completely  repay the
Company's  Term Loan  Facility in the  principal  amount of $60.0 million and to
repay a substantial  portion of the  indebtedness  outstanding  under the Credit
Facility.  The Senior Notes are  unsecured  and bear  interest at 10% per annum,
with  interest  payable on June 1 and December 1 commencing on December 1, 1997.
After paydown, the maximum commitment under the Credit Facility was reduced from
$130.0  million to $75.0 million,  with a borrowing  base of $60.0 million.  The
Credit  Facility  was  subsequently  amended  effective  September  30,  1997 to
increase the maximum  commitment from $75.0 million to $125.0 million,  increase
the  borrowing  base by $5.0  million to $65.0  million and modify the  interest
coverage  ratio.  As of June 1, 1998, the Company's  credit line was enhanced by
the  addition of two new banks to the group,  the  extension  of the term of the
facility from four to five years, reaffirmation of the current borrowing base of
$65 million,  improving the credit ratios and loan  covenants,  and lowering the
interest rate spreads by 1/4 percent.  With these  adjustments,  total long-term
debt under the Credit  Facility at September  30, 1998 was $50 million,  leaving
$15 million available to draw under this Credit Facility. At September 30, 1998,
the Company  had $1.6  million in cash and cash  equivalents  in addition to the
funds available under the Credit Facility as well as other liquid investments.

     The  Company  failed to meet the  interest  coverage  ratio  test under the
Credit Facility at September 30, 1998. The banks waived the non-compliance  with
this provision for the quarter ended September 30, 1998. Additionally, the banks
lowered the interest  coverage ratio test that must be met in the fourth quarter
of 1998 to a level such that  management  believes  that the Company  will be in
compliance at December 31, 1998.  

     For the nine  months  ended  September  30,  1998,  the  Company  had a net
decrease in cash of $1,467,000.  The Company's operating activities provided net
cash of $11.5 million,  principally from operating  income before  depreciation,
depletion,  and  deferred  taxes,  and a decrease  in accounts  receivable.  The
Company used $40.4 million in investing activities, principally for additions to
property and equipment of $36.5  million.  Financing  activities  provided $27.4
million  of cash,  principally  from the  issuance  of  long-term  debt of $36.5
million, less principal payments on such debt in the amount of $3.6 million. The
Company also paid $657,000 in dividends on preferred stock.





                                        8

<PAGE>



Capital Requirements

     For fiscal  1998 the  Company has  budgeted  approximately  $36 million for
development  and  exploration  activities,  including  $30 million  budgeted for
development projects on the Permian Basin and Panoma Properties and $6.0 million
budgeted for  exploration  projects.  In  addition,  with respect to the Permian
Basin Properties acquisition,  the Company anticipates that it may in the future
spend in excess of $25 million on a development  drilling  program to enhance an
existing  waterflood  project in the Westbrook Field located in Mitchell County,
Texas.  The Company is not  contractually  obligated  to proceed with any of its
budgeted  capital  expenditures.  The amount and  allocation  of future  capital
expenditures will depend on a number of factors that are not entirely within the
Company's control or ability to forecast, including drilling results and changes
in oil and gas prices. Due to the decline in oil prices beginning earlier in the
year,  the Company has  redirected a significant  portion of its budgeted  funds
from oil projects to natural gas and has  additionally  deferred  certain  other
capital projects until a later date.

     In connection  with the  acquisition of a 30% interest in NGTS, the Company
is obligated to pay a $2.0  million note to current and former  shareholders  of
NGTS.  This  loan is due  December  1, 1998 and may be repaid at any time by the
Company with cash or shares of its common stock.

     Based upon the  Company's  anticipated  level of  operations,  the  Company
believes that cash flow from operations together with the availability under the
existing  Credit Facility  (approximately  $15 million as of September 30, 1998)
and other financial options  available to the Company,  will be adequate to meet
its anticipated  requirements  for working  capital,  capital  expenditures  and
scheduled interest payments for the foreseeable future.

     In the normal course of business, the Company reviews opportunities for the
possible  acquisition  of oil and gas reserves and activities  related  thereto.
When  potential  acquisition   opportunities  are  deemed  consistent  with  the
Company's growth  strategy,  bids or offers in amounts and with terms acceptable
to the Company may be submitted. It is uncertain whether any such bids or offers
which may be submitted by the Company  from time to time will be  acceptable  to
the sellers.  In the event of a future significant  acquisition payable in cash,
the Company may require additional financing in connection therewith.

                                        9

<PAGE>



Inflation and Changes in Prices

     During the past several years,  the Company has experienced  some inflation
in oil and gas prices  with  moderate  increases  in  property  acquisition  and
development costs.  During 1997, the Company received lower (13%) oil prices and
slightly  lower (1%) gas  prices for the  natural  resources  produced  from its
properties.  For the three months ended  September 30, 1998 compared to the same
period in 1997, oil prices were significantly  lower (29%) while gas prices were
unchanged. The results of operations and cash flow of the Company have been, and
will continue to be,  affected by the  volatility in oil and gas prices.  Should
the  Company  experience  a  significant  increase in oil and gas prices that is
sustained  over a  prolonged  period,  it also  expects  that  there  would be a
corresponding  increase in oil and gas finding costs,  lease acquisition  costs,
and operating expenses.  Periodically the Company enters into futures,  options,
and swap  contracts to reduce the effects of significant  fluctuations  in crude
oil and gas  prices.  It is policy  of the  Company  not to enter  into any such
arrangements  which  exceed  75%  of  the  Company's  anticipated  oil  and  gas
production.

     The Company  markets  oil and gas for its own  account,  which  exposes the
Company to the attendant  commodities  risk.  Substantially all of the Company's
gas  production  is currently  sold to NGTS or end users either ( i) on the spot
market on a month-to-month  basis at prevailing spot market prices or (ii) under
long-term  contracts based on current spot market prices.  The Company  normally
sells its crude oil under  month-to-month  contracts  with a number of different
purchasers.

Hedging Activity

     Periodically, the Company enters into futures, options, and swap contracts
to reduce the short term  effects of  fluctuations  in crude oil and natural gas
prices. As of September 30, 1998, the Company had none of its oil production and
approximately  29% of its gas  production  hedged  in  October  1998,  47%  from
November  1998  through  March 1999,  and 13% from then  through  October  1999.
Effective  June 1998,  the  Company  closed out its  previous  oil price  collar
position  ($18.50  floor and  $23.25  ceiling  price) on 30,000  Bbls of oil per
month,  resulting  in a gain of  $573,000  which  is being  recognized  over the
periods June through  December of 1998. At September  30, 1998,  the Company had
fixed price  swaps  covering  100,000  MMBtu of gas per month at $2.36 per MMBtu
from November 1998 through

                                       10

<PAGE>



March  1999,  200,000  MMBtu of  gas  per month  at $2.06 per  MMBtu f rom April
1999 through  October  1999,  and gas price collars  covering  600,000 MMBtu per
month on the call side and 400,000 MMBtu per month on the put side (with average
floor and cap  prices of $2.27  and  $2.68,  respectively)  from  November  1998
through March 1999, and gas price collars covering 200,000 MMBtu per month (with
floor and cap prices of $2.25 and $2.65,  respectively)  for October,  1998. The
average Btu content of gas produced by the Company at the wellhead exceeds 1,100
Btu per Mcf of gas. Therefore,  each of the above gas prices should be increased
by 10% to reflect  the actual gas price per Mcf  received by the  Company.  This
figure is before items such as fuel and shrink,  compression charges,  etc. that
are deducted to derive the realized natural gas sales price. The existing hedges
use either the El Paso Permian Basin Index or the  Panhandle  Eastern West Texas
Index,  and are settled monthly.  The gains and losses on the Company's  hedging
transactions are determined by taking the difference  between the contract price
and a reference price. The resulting transaction gains and losses are determined
monthly and are  included in the period the hedged  production  or  inventory is
sold.  Net gains  related to  derivatives  for the three and nine month  periods
ended September 30, 1998 were $838,000 and $2,079,000, respectively.

Year 2000 Modification

     The  inability  of  computers,   software  and  other  equipment  utilizing
microprocessors  to recognize and properly process data fields  containing a two
digit year is commonly  referred to as the Year 2000  Compliance  issue.  As the
year 2000 approaches,  such systems may be unable to accurately  process certain
date-based information.

     The Company has  identified no significant  applications  that will require
modifications  to ensure  Year 2000  Compliance.  In  addition,  the Company has
communicated with its customers,  banks and others with whom it does significant
business to determine their Year 2000 Compliance  readiness to assess the extent
to which the Company is vulnerable to any third party Year 2000 issues. However,
there can be no  guarantee  that the  systems  of other  companies  on which the
Company's systems rely will be timely converted, or that a failure to convert by
another  company,  or a  conversion  that is  incompatible  with  the  Company's
systems, would not have a material adverse effect on the Company.


                                       11

<PAGE>



     The total cost to the Company of these Year 2000 Compliance  activities has
not been and is not  anticipated  to be  material to its  financial  position or
results of operations in any given year. However, there can be no guarantee that
these  estimates  will be achieved  and actual  results  could differ from those
plans.

     The Company's  current  assessment of internal risks is that there will not
be material adverse impact on the Company's operations or financial performance.
The Company's  assessment  indicates that if any disruption to operations occur,
it will be isolated and of short-term duration.

     The  Company  intends to develop  contingency  plans and  identify  actions
necessary to investigate the impact of third party disruptions.

Comprehensive Income

     Statement  of Financial  Accounting  Standards  (SFAS) No. 130,  "Reporting
Comprehensive  Income,"  became  effective as of the first quarter of 1998. This
statement requires companies to report and display  comprehensive income and its
components (revenues, expenses, gains and losses). Comprehensive income includes
all changes in equity during a period except those resulting from investments by
owners and  distributions  to owners.  The  Company  had an  unrealized  loss on
investments of $883,000 (net of income tax benefit of $542,000) at September 30,
1998,  resulting  in  comprehensive  losses  for the three  month and nine month
periods ended  September 30, 1998, of $3,155,000 and  $6,818,000,  respectively.
For the three and nine month  periods  ended  September  30,  1997,  the Company
recognized losses from investments of $130,000 and $51,000  respectively.  These
losses  adjusted  the  Company's  net  loss  for  such  periods,   resulting  in
comprehensive losses of $639,000 and $2,669,000 respectively.

Changes in Accounting Standards

     SFAS  131,  "Disclosures  About  Segments  of  an  Enterprise  and  Related
Information,"  will  become  effective  in  1998.  This  statement   establishes
standards for defining and reporting business segments. The Company is currently
determining  its reportable  segments.  The adoption of SFAS 131 will not affect
the Company's  consolidated  financial  position,  results of operations or cash
flows.

     SFAS 133,  "Accounting for Derivative  Instruments and Hedging Activities,"
is effective  for fiscal years  beginning  after June 15, 1999.  This  statement
establishes  accounting and reporting  standards for derivative  instruments and
for  hedging  activities.  Management  is  currently  evaluating  the  effect of
adopting SFAS 133 on the Company's consolidated financial statements.

                                       12

<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                             <C>                     <C>   
                                                                                September 30,            December 31,
                                                                                    1998                    1997
                                                                                ----------------------------------------------------
                                   ASSETS
Current Assets
Cash and cash equivalents...................................................    $         1,563          $   3,030
Accounts receivable
     Trade, net of allowance of $166........................................              7,592             12,850
     Due from affiliates....................................................                300                 58
Notes receivable from affiliate.............................................                688                355
Current portion of long-term note receivable................................                567                357
Prepaid and other...........................................................                864              1,299
                                                                                ----------------------------------------------------
      Total Current Assets..................................................             11,574             17,949
                                                                                ----------------------------------------------------
Property, Plant, and Equipment
Oil and gas properties, full cost method
      Unproved..............................................................                651                517
      Proved................................................................            264,562            227,389
Pipelines...................................................................              9,211              9,166
Other property..............................................................                958                776
                                                                                ----------------------------------------------------
Total Property, Plant and Equipment.........................................            275,382            237,848
     Accumulated depreciation, depletion, and impairment....................            (29,704)           (16,589)
                                                                                ----------------------------------------------------
Net Property, Plant and Equipment...........................................           245,678            221,259
                                                                                ----------------------------------------------------
Other Assets
   Deposits and other assets................................................              7,467              5,863
   Investment in unconsolidated affiliate...................................              4,369              4,372
   Deferred tax asset.......................................................              2,889                  -
   Long-term notes receivable, net of imputed interest......................                  -              1,626
                                                                                ----------------------------------------------------
                           Total Assets                                         $       271,977          $ 251,069
                                                                                ----------------------------------------------------
                    LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
   Trade payables and accrued liabilities...................................    $        11,409          $   9,235
   Dividends payable........................................................                219                219
   Suspended revenue payable................................................                455              1,162
   Current maturities of long-term debt.....................................                 16                 24
   Notes payable............................................................              4,336              4,699
                                                                                ----------------------------------------------------
          Total Current Liabilities.........................................             16,435             15,339
                                                                                ----------------------------------------------------
Long-Term Liabilities
   Long-term debt, less current maturities..................................            190,010            161,519
   Production payment liability.............................................                643                743
   Deferred income taxes....................................................                  -              1,289
     Minority Interest .....................................................                 78                 39

Stockholders' Equity
Preferred  stock  -  $.001  par  value;  10,000,000  shares  authorized  216,000
       designated as Series A; 80,000 issued and outstanding,
         liquidation amount $0..............................................                  -                  -
       1,000,000 designated as 1996 Series A Convertible; 1,000,000
         issued and outstanding, liquidation amount $10,000,000.............                  1                  1
Common Stock-$.002 par value; 50,000,000 shares authorized,
       21,738,320 shares issued.............................................                 43                 43
Additional paid-in capital..................................................             80,220             80,731
Accumulated deficit.........................................................            (14,569)            (8,634)
Unrealized gain (loss) on investments, net of income tax benefit of $542 ...               (883)                 -
                                                                                ----------------------------------------------------
                                                                                         64,812             72,141
Treasury stock (428,907 and 538,633 shares of common stock, respectively)...                 (1)                (1)
                                                                                ----------------------------------------------------
Total Stockholders' Equity..................................................             64,811             72,140
                                                                                ----------------------------------------------------
Total Liabilities and Stockholders' Equity..................................    $       271,977          $ 251,069
                                                                                ----------------------------------------------------
                          The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                       13
<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (in thousands, except for per share amounts)
<TABLE>
<CAPTION>
<S>                                                           <C>               <C>                    <C>              <C>    
                                                                    For the Three Months Ended         For the Nine Months Ended
                                                                           September 30,                      September 30,
                                                              ----------------------------------------------------------------------
                                                                     1998             1997                 1998            1997
                                                              ----------------------------------------------------------------------
Operating Revenues:
   Oil and gas sales......................................... $      11,634     $     10,765           $   33,698       $  22,087
   Gas gathering, marketing and processing...................         1,697            2,438                5,193           7,721
   Oil field services and international sales................           249              186                  703           3,792
                                                              ----------------------------------------------------------------------
         Total Operating Revenues............................        13,580           13,389               39,594          33,600
                                                              ----------------------------------------------------------------------
Operating Costs and Expenses:
   Oil and gas production lifting costs......................         4,153            2,200               10,854           4,745
   Production taxes and other costs..........................         1,243            1,344                4,593           3,070
   Gas gathering, marketing and processing...................         1,535            1,865                4,387           5,803
   Oil field services and international sales................           121               58                  361           3,482
   Depreciation and depletion................................         4,805            4,147               13,621           8,607
   General and administrative................................           750              477                2,250           1,128
                                                              ----------------------------------------------------------------------
         Total Operating Costs and Expenses..................        12,607           10,091               36,066          26,835
                                                              ----------------------------------------------------------------------
Operating Profit.............................................           973            3,298                3,528           6,765

   Loss in earnings of affiliate, net of income tax..........            (8)               -                  (53)              -
   Other income..............................................            50              453                  433             608
   Interest expense..........................................        (4,656)          (4,540)             (13,407)         (9,298)
                                                              ----------------------------------------------------------------------
Net Loss before income tax and minority interest.............        (3,641)            (789)              (9,499)         (1,925)

   Benefit for deferred income tax...........................         1,381              300                3,589             731
                                                              ----------------------------------------------------------------------

Net Loss before minority interest............................        (2,260)            (489)              (5,910)         (1,194)

   Minority interest in subsidiary earnings..................           (12)             (20)                 (25)            (40)
                                                              ----------------------------------------------------------------------

Net Loss Before Extraordinary Loss...........................        (2,272)            (509)              (5,935)         (1,234)

Extraordinary Loss From Early Extinguishment of Debt.........             -                -                    -          (1,384)
                                                              ----------------------------------------------------------------------

Net Loss.....................................................        (2,272)            (509)              (5,935)         (2,618)

   Dividends Applicable to Preferred Stock...................          (219)            (219)                (657)           (657)
                                                              ----------------------------------------------------------------------

Loss Applicable to Common Shares.............................        (2,491)            (728)              (6,592)         (3,275)
                                                              ----------------------------------------------------------------------
Loss per Common Share-Basic
   Loss Before Extraordinary Loss............................ $       (0.12)    $      (0.05)          $    (0.31)      $   (0.14)
   Extraordinary Loss........................................             -                -                    -           (0.10)
                                                              ----------------------------------------------------------------------
   Loss After Extraordinary Loss............................. $       (0.12)    $      (0.05)          $    (0.31)          (0.24)
                                                              ----------------------------------------------------------------------
Loss per Common Share-Diluted
   Loss Before Extraordinary Loss............................ $       (0.12)    $      (0.05)          $    (0.31)      $   (0.14)
   Extraordinary Loss........................................             -                -                    -           (0.10)
                                                              ----------------------------------------------------------------------
   Loss After Extraordinary Loss............................. $       (0.12)    $      (0.05)          $    (0.31)      $   (0.24)
                                                              ----------------------------------------------------------------------

Common Shares Used in Per Share Calculation
   Basic.....................................................    21,259,867       13,687,278           21,226,367      13,659,170
                                                              ----------------------------------------------------------------------
   Diluted...................................................    21,259,867       13,687,278           21,226,367      13,659,170
                                                              ----------------------------------------------------------------------
                The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
                                                                    14

<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FOR THE PERIOD ENDED SEPTEMBER 30, 1998
                                   (Unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>
<S>                                               <C>               <C>            <C>              <C>            <C>    

                                                                                                                                    
                                                   Preferred        Stock           Common           Stock         Treasury        
                                                    Shares          Amount          Shares          Amount          Shares        
                                                 -----------------------------------------------------------------------------------

Balance at December 31, 1997....................  1,080,000         $     1        21,738,320       $   43         (538,633)        
                                                 -----------------------------------------------------------------------------------


   Shares issued to 401(k) plan.................                                                                     12,813        
   Issuance from exercise of employee's options.                                                                     96,913        
   Dividends declared on preferred stock........                                                                                    
     Net Income (Loss) .........................                                                                                    
   Unrealized (Loss) on investment,
   net of income tax............................                                                                                    
                                                 -----------------------------------------------------------------------------------

Balance at September 30, 1998...................  1,080,000         $     1        21,738,320       $   43         (428,907)      
                                                 -----------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S>                                               <C>               <C>            <C>                <C>    
                                                                    Additional                        Unrealized
                                                   Stock            Paid - In      Accumulated        Gain (Loss)
                                                  Amount             Capital         Deficit          on Investments
                                                 -----------------------------------------------------------------------------------

Balance at December 31, 1997....................  $      (1)        $   80,731     $  (8,634)                -
                                                 -----------------------------------------------------------------------------------


   Shares issued to 401(k) plan.................          -                 66
   Issuance from exercise of employee's options.          -                 80
   Dividends declared on preferred stock........                          (657)
     Net Income (Loss) .........................                                      (5,935)
   Unrealized (Loss) on investment,
   net of income tax............................                                                          (883)
                                                 -----------------------------------------------------------------------------------

Balance at September 30, 1998...................  $      (1)        $   80,220     $ (14,569)             (883)
                                                 -----------------------------------------------------------------------------------

                     The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       15

<PAGE>



                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                                       <C>                   <C>    

                                                                                                For the Nine Months Ended
                                                                                                      September 30,
                                                                                          ------------------------------------------

                                                                                                1998                 1997
                                                                                          ------------------------------------------

CASH FLOW FROM OPERATING ACTIVITIES:
   Net Loss.............................................................................  $    (5,935)          $   (2,618)
   Adjustments to reconcile net loss to cash provided by
   (used for) operating activities:
       Extraordinary loss...............................................................            -                1,384
       Depreciation and depletion.......................................................       13,621                8,607
       Amortization of financing fees...................................................          538                  330
       Deferred income taxes............................................................       (3,636)                (731)
       Equity in unconsolidated affiliate...............................................           86                    -
       Minority interest................................................................           39                   40
       (Gain) Loss on sale of assets ...................................................           82                 (333)
       Other............................................................................            -                   31
       Changes in certain assets and liabilities
         Accounts and notes receivable..................................................        4,711               (9,717)
         Other current assets...........................................................          435                 (972)
         Accounts payable and accrued liabilities.......................................        1,533                9,875
                                                                                          ------------------------------------------

Net Cash Provided By Operating Activities...............................................       11,474                5,897
                                                                                          ------------------------------------------


CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of assets.........................................................          318                  953
   Additions to property and equipment..................................................      (36,537)            (148,429)
   Increase in deposits and other assets................................................       (3,567)                   -
   Loan made for promissory note receivable.............................................         (543)                (666)
   Payments received on promissory note receivable......................................           28                  183
   Investment in unconsolidated affiliate...............................................          (83)                   -
                                                                                          ------------------------------------------


   Net Cash Used In Investing Activities................................................      (40,384)            (147,959)
                                                                                          ------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of long-term debt and production payment..................       36,500              337,500
   Fees paid related to financing activities............................................            -               (7,936)
   Proceeds from short-term notes payable...............................................            -                2,699
   Payments of principal on long-term and production payment............................       (8,480)            (188,364)
   Payment of fees on issuance of preferred stock.......................................            -                 (505)
   Proceeds from issuance of common and preferred stock, net of offering costs..........           80                  522
   Dividends paid.......................................................................         (657)                (460)
                                                                                          ------------------------------------------

   Net Cash Provided By Financing Activities............................................       27,443              143,456
                                                                                          ------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....................................       (1,467)               1,394
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD........................................        3,030                1,687
                                                                                          ------------------------------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD..............................................  $     1,563           $    3,081
                                                                                          ------------------------------------------


                           The accompanying notes are an integral part of these consolidated financial statements
</TABLE>

                                       16

<PAGE>


                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 1998
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION

     The  consolidated  balance sheet as of September 30, 1998, the consolidated
statements  of operations  for the three and nine month periods ended  September
30, 1998 and 1997, the consolidated  statement of  stockholder's  equity for the
period ended September,  1998 and the consolidated  statements of cash flows for
the nine month periods ended  September 30, 1998 and 1997 are unaudited.  In the
opinion of  management,  all necessary  adjustments  (which  include only normal
recurring  adjustments) have been made to present fairly the financial position,
results of operations, changes in stockholder's equity and changes in cash flows
for the three and nine month periods.

     Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted.  It is suggested that these condensed  financial
statements  be read in  conjunction  with the  financial  statements  and  notes
thereto  included in the December 31, 1997 annual  report on Form 10-KSB for the
Company.  The results of  operations  for the three and nine month periods ended
September 30, 1998, are not necessarily  indicative of the operating results for
the full year.

     The accompanying  consolidated financial statements include the accounts of
the Company and its subsidiaries.  All significant intercompany transactions and
balances  have  been  eliminated  in  consolidation.  Certain  items  have  been
reclassified to conform with the current presentation.

     The Company is a holding  company with no significant  assets or operations
other than its investments in its subsidiaries. The wholly-owned subsidiaries of
the Company are direct  guarantors of the Company's  Senior Notes and have fully
and  unconditionally  guaranteed  the Senior Notes on a joint and several basis.
The  guarantors  comprise  all of the direct and  indirect  subsidiaries  of the
Company  (other  than  inconsequential  subsidiaries),  and the  Company has not
presented  separate financial  statements and other disclosures  concerning each
guarantor  because  management  has  determined  that  such  information  is not
material to investors. There is no restriction on the ability of consolidated or
unconsolidated subsidiaries to transfer funds to the Company in the form of cash
dividends, loans or advances.

                                       17

<PAGE>


                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                               September 30, 1998
                                   (Unaudited)

NOTE 2 - RECENT EVENTS

     On January 9, 1998, the Company adopted a Shareholder Rights Plan, pursuant
to which Rights would be distributed as a dividend to its common stockholders at
a rate of one Right for each share of common stock held of record on January 20,
1998.  Under the Rights Plan, the Rights will  initially  represent the right to
purchase  one  one-hundreth  of a share of 1998  Series  A Junior  Participating
Preferred  Stock for $35.00 per one  one-hundreth  of a share.  The Rights  will
become  exercisable  only if a person or a group  acquires or commences a tender
offer  for  15% or  more  of the  Company's  common  stock.  Until  they  become
exercisable,  the Rights attached to and trade with the Company's  common stock.
The Rights  will  expire  January  20,  2008.  The Rights may be redeemed by the
continuing  members of the Company's  Board of Directors at $.01 per Right prior
to the tenth day  after a person  or group  has  accumulated  15% or more of the
Company's  common  stock.  The  Rights  will  not be  taxable  to the  Company's
shareholders.  In the event that a person or group  acquires  15% or more of the
Company's common stock, the Rights would then be modified to represent the right
to receive for the exercise  price,  Magnum  Hunter  common stock having a value
worth twice the exercise  price.  In the event that the Company is involved in a
merger or other  business  combination  at any time  after a person or group has
acquired  15% or more of  Magnum  Hunter's  common  stock,  the  Rights  will be
modified so as to entitle a holder to buy a number of shares of common  stock of
the acquiring  entity having a market value of twice the exercise  price of each
Right.

     On January 28, 1998, the Company  commenced a cash purchase offer for Units
of Tel. Previous to the offer, the Company owned 161,500 Units representing 3.4%
of the Units  outstanding.  As amended,  the offer was to purchase between forty
percent (40%) and sixty percent (60%) of the Trust's  outstanding Units at $5.50
per Unit. On March 27, 1998, the Company  purchased  1,745,353 Units pursuant to
the tender offer and, together with the Units it previously  owned,  represented
40.1% of the total number of Units outstanding.



                                       18

<PAGE>


                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                               September 30, 1998
                                   (Unaudited)

NOTE 3 - COMPREHENSIVE INCOME

     Statement  of Financial  Accounting  Standards  (SFAS) No. 130,  "Reporting
Comprehensive  Income,"  became  effective as of the first quarter of 1998. This
statement requires companies to report and display  comprehensive income and its
components (revenues, expenses, gains and losses). Comprehensive income includes
all changes in equity during a period except those resulting from investments by
owners and  distributions  to owners.  The  Company  had an  unrealized  loss on
investments of $883,000 (net of income tax benefit of $542,000) at September 30,
1998,  resulting  in  comprehensive  losses  for the three  month and nine month
periods ended  September 30, 1998, of $3,155,000 and  $6,818,000,  respectively.
For the three and nine month  periods  ended  September  30,  1997,  the Company
recognized losses from investments of $130,000 and $51,000  respectively.  These
losses  adjusted  the  Company's  net  loss  for  such  periods,   resulting  in
comprehensive losses of $639,000 and $2,669,000 respectively.




                                       19

<PAGE>



                          PART II -- OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits

Number      Description of Exhibit

3.1 & 4.1   Articles of Incorporation (Incorporated by reference to Registration
            Statement on Form S-18, File No.  33-30298-D) 

3.2 & 4.2   Articles of Amendment to Articles of  Incorporation (Incorporated by
            reference to Form 10-K for the year ended December 31, 1990)

3.3 & 4.3   Articles of Amendment to Articles of Incorporation (Incorporated by 
            reference to Registration Statement on Form SB-2, File No. 33-66190)

3.4 & 4.4   Articles of Amendment to Articles of Incorporation (Incorporated by
            reference to Registration Statement on Form S-3, File No. 333-30453)

3.5 & 4.5   By-Laws, as  Amended  (Incorporated  by  reference  to  Registration
            Statement on Form SB-2, File No.  33-66190) 

3.6 & 4.6   Certificate of Designation of 1996 Series A Preferred Stock 
            (Incorporated  by reference to Form 8-K dated December 26, 1996,
            filed January 3, 1997)

3.7 & 4.7   Amendment to Certificate of Designations for 1996 Series A
            Convertible   Preferred   Stock   (Incorporated   by  reference  to
            Registration Statement on Form S-3, File No. 333-30453)

4.8         Indenture dated May 29, 1997 between Magnum Hunter  Resources,  the
            subsidiary  guarantors  named therein and First Union National Bank
            of  North  Carolina,  as  Trustee  (Incorporated  by  reference  to
            Registration Statement on Form S-4, File No. 333-2290)

4.9         Form of 10% Senior Note due 2007 (Incorporated by reference to
            Registration Statement on Form S-4, File No. 333-2290)

10.1        Second Amended and Restated Credit Agreement, dated June 1, 1998, 
            between Magnum Hunter Resources, Inc. and Bankers Trust Company, 
            et al.  (Incorporated by reference to Form 10-Q dated June 30, 1998)

10.2 *      First Amendment to Second Amended and Restated Credit Agreement
            between Magnum Hunter Resources, Inc. and Bankers Trust Company,
            et al.

10.3        Employment Agreement for Gary C. Evans (Incorporated by reference to
            Registration Statement on Form S-4, File No. 333-2290)


                                       20

<PAGE>



10.4        Employment Agreement for Matthew C. Lutz (Incorporated by reference 
            to Registration Statement on Form S-4, File No. 333-2290)

10.5        Stock Purchase  Agreement among Magnum Hunter  Resources,  Inc. and
            Trust Company of the West and TCW Asset Management  Company, in the
            capacities  described herein, TCW Debt and Royalty Fund IVB and TCW
            Debt  and  Royalty   Fund  IVC,   dated  as  of  December  6,  1996
            (Incorporated  by  reference  to Form 8-K dated  December 26, 1996,
            filed January 3, 1997)

10.6        Registration Rights Agreement, dated May 29, 1997, between Magnum 
            Hunter Resources, Inc. and Bankers Trust Company, et al.
            (Incorporated by reference to Registration Statement on Form S-4,
            File No. 333-2290)

10.7        Purchase and Sale  Agreement,  dated May 17, 1996 between  Meridian
            Oil, Inc. and ConMag Energy Corporation  (Incorporated by reference
            to Form 8-K, dated June 28, 1996, filed July 12, 1996)

10.8        Purchase  and  Sale  Agreement,   dated  February  27,  1997  among
            Burlington Resources Oil and Gas Company,  Glacier Park Company and
            Magnum Hunter Production,  Inc.  (Incorporated by reference to Form
            8-K, dated April 30, 1997, filed May 12, 1997)

10.9        Purchase and Sale Agreement between Magnum Hunter Resources, Inc.,
            NGTS, et al., dated December 17, 1997  (Incorporated by reference to
            Form 8-K, dated December 17, 1997, filed December 29, 1997)

27 *        Financial Data Schedule

*  Filed herewith

(B) Reports on Form 8-K. On  September  8, 1998,  the Company  filed a report on
Form 8-K under Item 5, Other Events,  concerning the Company's stock  repurchase
program.


                                       21

<PAGE>


                                    SIGNATURE

In accordance  with the  requirements  of the Exchange Act, the  Registrant  has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

MAGNUM HUNTER RESOURCES, INC.

By: /s/ Gary C. Evans                                          November 13, 1998
   -----------------------------------------------
      Gary C. Evans
      President and Chief Executive Officer


By: /s/ Chris Tong                                             November 13, 1998
    -----------------------------------------------
      Chris Tong
      Sr. Vice President and
      Chief Financial Officer


By: /s/ David S. Krueger                                       November 13, 1998
    --------------------------------------------
      David S. Krueger
      Vice President and
      Chief Accounting Officer

By: /s/ Morgan F. Johnston                                     November 13, 1998
    ------------------------------------------
      Morgan F. Johnston
      Vice President, General Counsel and
      Secretary

                                       22