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 March 31, 1999

[ ]      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 May 14, 1999: 20,082,341.







<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-K for the year ended  December  31,  1998.  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.

     On April 29, 1997 the Company  received and accepted a new loan  commitment
from  Bankers  Trust  Company,  as Agent,  and other  banks for a senior  credit
facility for the Company and several of its subsidiaries.  The new senior credit
facility was  structured as a $130 million  Credit  Facility with a term of five
years.  The Credit  Facility  provided the Company the flexibility of choosing a
range of either  "LIBOR" or "Prime" based  interest  rate  options.  This Credit
Facility  replaced the  Company's  previously  existing  $100 million  revolving
credit facility.

     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.
Except for Bluebird Energy,  Inc.  ("Bluebird"),  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
outstanding bridge loan facility in the principal amount of $60 million 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.

     On January 28, 1998, the Company  commenced a cash purchase offer for Units
of TEL Offshore  Trust.  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 for $10.4  million  pursuant to the tender offer and,  together
with the Units it previously owned, became the owner of approximately 40% of the
total number of Units outstanding for an aggregate of $10.4 million.

     On  December  31,  1998,  the Company  through its newly  formed 100% owned
subsidiary,  Bluebird  acquired  from Spirit Energy 76 ("Spirit 76") natural gas
reserves and associated assets in producing fields located in Oklahoma and Texas
currently  producing   approximately  12  million  cubic  feet  of  natural  gas
equivalent per day. The net purchase price was  approximately  $25 million after
certain purchase price adjustments,  including  preferential rights exercised by
third parties and other customary adjustments.  As part of the capitalization of
Bluebird,  the  Company  contributed  1,840,271  units  of TEL  Offshore  Trust.
Bluebird,  as an  "unrestricted  subsidiary"  as defined  under  certain  credit
agreements,  is neither a guarantor of the  Company's  10% Senior Notes due 2007
nor can it be included in the  determining  compliance  with  certain  financial
covenants  under the  Company's  credit  agreements.  To  finance  the Spirit 76
Acquisition,  Bluebird  borrowed $26 million  under a bridge loan  facility with
several banks. The maturity date of the bridge loan facility, as amended, is May
31,  1999.  The loan is  non-recourse  to the  Company.  Bluebird  has secured a
commitment for permanent  financing from a bank providing for a revolving credit
facility of $75 million with an initial borrowing base of $30 million, due three
years from the date of closing  (anticipated  to be June 8, 1999) with  interest
rates for either "LIBOR" or "Base Rate" (Prime).

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<PAGE>



     On  February  3, 1999,  the  Company  sold $50  million of its  Convertible
Preferred Stock in a private  placement to ONEOK, Inc. The Preferred Stock has a
liquidation  value of $50 million and is convertible  into the Company's  common
stock at $5.25 per share.  Dividends on the preferred  stock are payable in cash
at the  rate of 8% per  annum  and are  cumulative.  The  Company  used  the net
proceeds from the transaction, approximately $46.3 million, to repay senior bank
indebtedness.

     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 SEC PV-10 of estimated  future net cash flow from
Proved  Reserves of oil and gas, and 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  increase.  The  Company's
capitalized  costs exceeded the SEC PV-10 limitation  utilizing prices in effect
at March  31,  1999.  However,  as  allowed  by SEC  rules,  no  write-down  for
impairment of oil and properties was required as a result of the increase in oil
and gas prices subsequent to March 31, 1999.  Significant  downward revisions of
quantity  estimates  or declines in oil and gas prices,  which are not offset by
other factors, could possibly result in write-down for impairment of oil and gas
properties in the future.

Results of Operations for the Three Month Periods in 1999 and 1998

     The results of operations  for the three month period ended March 31, 1999,
included   three  months  of  operations  for  Spirit  76  and  TEL,  while  the
corresponding  period in 1998 did not  include any  results of  operations  from
these  acquisitions.  Unless otherwise stated, the increases in the 1999 interim
period over the 1998 period were  substantially the result of these acquisitions
as well as the Company's drilling activities during the remainder of 1998.

     Oil and natural gas sales were  $11,321,000,  a seven percent increase over
1998 sales of  $10,555,000.  The  Company  sold  286,832  barrels of oil, a nine
percent increase over 1998 sales of 262,428 barrels of oil, and 4,551,407 Mcf of
gas, a 40% increase over 1998 sales of 3,261,217 Mcf. The price received for oil
was $10.93 per barrel and for  natural  gas was $1.80 per Mcf in 1999  versus an
oil  price of  $14.44  per  barrel  and a gas  price  of $2.07  per Mcf in 1998,
representing  a 24% decrease in oil price and a 13%  decrease in gas price.  Oil
and natural gas  production  lifting  costs  decreased 13% to $3,193,000 in 1999
while  production  taxes and other costs  decreased one percent to $1,465,000 in
1999  compared  to 1998.  The gross  operating  margin  from oil and natural gas
production was $6,663,000 in 1999, a 24% increase over 1998 operating  margin of
$5,380,000.  On an equivalent unit basis, the gross margin was $1.06 per Mcfe in
1999 versus $1.11 in 1998, a 5% decrease.  The sales price declined 17% to $1.80
per Mcfe in 1999 versus $2.18 per Mcfe while production  lifting costs decreased
to  $0.51  per  Mcfe in 1999  from  $0.76  per  Mcfe in  1998,  a 33%  decrease.
Production  taxes and other costs,  including  overhead,  were $0.23 per Mcfe in
1999 versus $0.31 per Mcfe in 1998, a 26%  decrease.  Total Mcfe sold  increased
30% to 6,272,399 Mcfe in 1999 from 4,835,785 Mcfe in 1998.

     Gas gathering,  marketing,  and processing  revenues were $1,626,000 in the
1999 period,  a 19% decrease from 1998 revenues of $2,005,000,  principally as a
result of the decline in natural gas and natural gas liquids prices.  Costs from
these  activities  were  $1,276,000  in 1999, a 18% decrease  from 1998 costs of
$1,559,000. Gross operating margin was $350,000 in 1999 versus $446,000 in 1998,
a 22% decrease.  Gathering system throughput decreased six percent to 19,633 Mcf
per day in 1999  compared  to  20,899  Mcf per day in 1998.  Natural  gas  plant
processing  throughput  was 15,085 Mcf per day in 1999 versus 15,813 Mcf per day
in  1998,  a five  percent  decrease.  Gross  operating  margin  from  gathering
operations  was  $0.14 per Mcf of  throughput  in 1999  versus  $0.12 per Mcf of
throughput in 1998. The gross  operating  margin from natural gas processing was
$0.06 per Mcf of throughput in 1999 versus $0.17 per Mcf of throughput in 1998.

     Revenues from oil field services and  international  sales were $158,000 in
1999 versus $193,000 in 1998.  Operating costs decreased to $71,000 in 1999 from
$99,000 in 1998. The gross operating margin was $87,000 in 1999 versus

                                        3

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$94,000  in  1998.   Depreciation  and  depletion   expense   increased  33%  to
$5,148,000 in 1999 versus $3,875,000 in 1998. General and administrative expense
was $686,000 in 1999, a 9% decrease from 1998.  Operating profit decreased 2% to
$1,266,000 in 1999 from $1,295,000 in 1998. The Company booked equity in loss of
affiliate of $31,000 in 1999 versus  $49,000 in 1998.  Other income was $163,000
in 1999 versus $201,000 in 1998. Interest expense increased 49% to $6,317,000 in
1999 from  $4,233,000 in 1998, due primarily to amortization of bridge loan fees
on the Spirit 76 acquisition  previously mentioned.  The Company provided for no
deferred  income tax  benefit on the loss  before tax and  minority  interest of
$4,919,000  in 1999 versus a benefit of  $1,040,000  on a loss of  $2,786,000 in
1998,  due to a valuation  allowance on  utilization  of deferred tax amounts in
1999. The Company reported a net loss of $5,795,000,  or $0.29 per common share,
in 1999  versus a loss of  $1,966,000,  or $0.09 per common  share in 1998.  The
Company  accrued  $833,000 in  dividends on its  preferred  stock in 1999 versus
$219,000 in 1998.

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 capital expenditures.

     In September 1998, the Company  announced a stock repurchase  program of up
to one million shares at a cost not to exceed $4 million.  At December 31, 1998,
the Company had repurchased  625,600 shares for approximately  $1.9 million.  In
February 1999, the program was revised to remove the share limitation  discussed
above.  Since December 31, 1998, the Company has purchased an additional 601,472
shares for approximately $1.7 million.

     In December 1998, the Company's 100% owned subsidiary,  Bluebird,  acquired
for approximately  $25 million,  certain natural gas reserves and related assets
from Spirit 76.  Additionally,  the Company capitalized  Bluebird with 1,840,271
units of TEL  Offshore  Trust.  To finance the Spirit 76  Acquisition,  Bluebird
borrowed  $26 million  under a bridge loan  facility  with  several  banks.  The
maturity date of the bridge loan facility,  as amended,  is May 31, 1999, and is
non-recourse  to the Company.  Bluebird has secured a commitment  for  permanent
financing from a bank providing for a revolving  credit  facility of $75 million
with an initial borrowing base of $30 million,  due three years from the date of
closing  (anticipated to be June 8, 1999) with interest rates for either "LIBOR"
or "Base Rate" (Prime).

     In December  1998 the Company  announced a letter of intent for a strategic
alliance  with  ONEOK,  Inc.,  to include the  purchase  by this  company of $50
million of the  Company's  Convertible  Preferred  Stock.  In February 1999 this
transaction was consummated.  The Preferred Stock has a liquidation value of $50
million and is convertible  into the Company's  common stock at $5.25 per share.
Dividends on the  Preferred  Stock will be payable in cash  beginning  August of
1999 at the rate of 8% per annum and will be  cumulative.  The net  proceeds  of
$46.3 million received from the sale of Preferred Stock was used to repay senior
bank indebtedness.

     For the three months  ended March 31, 1999,  the Company had a net decrease
in cash of $4.4 million. The Company's operating activities provided net cash of
$1.0  million,   principally  from  operating  income  before  depreciation  and
depletion.  The Company used $2.2 million in investing  activities,  principally
for additions to property and equipment of $1.8  million.  Financing  activities
used $3.2 million of cash,  principally  from the  aggregate  proceeds  from the
issuance of preferred stock of $46.3 million,  less principal  payments of $48.1
million on long-term  debt.  The Company also paid $219,000 in cash dividends on
preferred stock and accrued an additional  $614,000 for dividends earned through
March 1999 but not payable until August 1999.



                                        4

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Capital Requirements

     For fiscal  1999,  the Company has budgeted  approximately  $25 million for
development and exploration activities,  including $15 million for participation
in a new drilling  program in twelve  separate  OCS blocks in the shallow  water
shelf area of the Gulf of Mexico. Commencement of the drilling of the first well
in this program was in May 1999. 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
experienced over the past year, the Company redirected a significant  portion of
its budgeted funds from oil projects to natural gas. As a result, actual capital
expenditures may vary significantly from current expectations.

     On April 30,  1999,  the Company  executed an  agreement  to purchase  from
Vastar  Resources,  Inc.  oil and gas  reserves  and  related  equipment,  a gas
processing plant and two gas gathering systems,  located in Texas,  Oklahoma and
Arkansas for approximately $33.9 million.  The closing is scheduled on or before
June 8, 1999, with an April 1, 1999 effective date.

     Based upon the  Company's  anticipated  level of  operations,  the  Company
believes that cash flow from operations together with the availability under the
Credit  Facility  (approximately  $44  million  as of March  31,  1999)  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,  the Company may
require additional financing in connection therewith.

Inflation and Changes in Prices

     During 1997, the Company received lower oil prices (13%) and slightly lower
gas prices (1%) for the natural resources produced from its properties. In 1998,
the Company  experienced a more significant erosion in prices of 28% for oil and
10% for gas. Due to the severity of the decline in commodity prices, the Company
experienced a loss due primarily  from the write-down of its full cost pool. 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 would  expect  that there  would also 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 fluctuations in crude oil and gas prices.  It
is the  policy of the  Company  not to enter  into any such  arrangements  which
exceed 75% of the  Company's oil and gas  production  during the next 12 months.
Subsequent  to year-end  1998,  oil prices rose  significantly  while gas prices
declined slightly.

     The Company  markets  oil and gas for its own  account,  which  exposes the
Company  to  the  attendant  commodities  risk.  A  substantial  portion  of the
Company's gas production is currently  sold to NGTS, LLC or end-users  either on
the spot market on a  month-to-month  basis at prevailing  spot market prices or
under  long-term  contracts  based on current  spot market  prices.  The Company
normally  sells  its  oil  under  month-to-month   contracts  to  a  variety  of
purchasers.



                                        5

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Hedging Activity

     Periodically,  the Company enters into futures, options, and swap contracts
to mitigate the effects of significant fluctuations in crude oil and gas prices.
At March 31, 1999, the Company had the following open contracts:


        Type               Volume/Month       Duration            Avg. Price
Oil
        Collar...........   15,000 Bbl      Apr 99 - Dec 99    Floor - $15.00
                                                               Cap -   $19.20
        Call Option......   15,000 Bbl      Apr 99 - Dec 99            $19.20
        Swap.............   15,000 Bbl      Apr 99 - Dec 99            $14.80
        Swap.............   15,000 Bbl      Apr 99 - Dec 99            $15.12
        Collar...........   15,000 Bbl      Apr 99 - Dec 99    Floor - $14.00
                                                               Cap -   $16.50
        Collar...........   15,000 Bbl      Apr 99 - Dec 99    Floor - $15.00
                                                               Cap -   $17.12
Gas
        Swap.............  600,000 MMBtu    Apr 99 - Oct 99          $   2.04
        Collar...........  300,000 MMBtu    Apr 99 - Oct 99   Floor - $  1.70
                                                              Cap -   $  2.05

     Net gains  related to derivative  transactions  for the periods ended March
31, 1999 and 1998 were $1,444,000 and $724,000, respectively. At March 31, 1999,
the unrealized loss from derivative transactions was $1,761,000.

Year 2000 Compliance

     Year 2000 issues relate to the ability of computer programs or equipment to
accurately  calculate,  store or use dates after December 31, 1999.  These dates
can be handled or interpreted in a number of different ways, but the most common
errors are for the system to contain a two digit year which may cause the system
to interpret  the year 2000 as 1900 or 1980,  and the system will not  recognize
the  year  2000 as a leap  year.  Errors  such as these  can  result  in  system
failures,  miscalculations  and the disruption of operations,  including,  among
other things, a temporary  inability to process  transactions,  send invoices or
engage in similar  normal  business  activities.  In  response  to the Year 2000
issues,  the Company has  developed a strategic  plan divided into the following
phases:  inventory,  product  compliance  based on  vendor  representations  and
in-house testing, third party integration and development of a contingency plan.

     All of the Company's  processing  needs are handled by third party systems,
none of which  have  been  substantially  modified  and all of which  have  been
purchased  or  upgraded  within the last few  years.  Therefore,  the  Company's
initial review of its in-house  systems with regard to Year 2000 issues required
an  inventory  of its  systems and a review of the vendor  representations.  The
Company has completed this initial review of its  information  systems,  various
types of equipment and non-information  technology have also been reviewed,  and
based on vendor  representations,  are either compliant,  will be compliant with
the next forthcoming software release or are systems that are not date specific.

     The Company's non-information  technology consists primarily of various oil
and gas exploration and production equipment. The initial review has established
that the primary  non-information  technology  systems  functions are either not
date sensitive or are Year 2000 compliant based on vendor  representations,  and
are therefore predicted to

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operate in  customary  manners when faced with Year 2000  issues.  However,  the
Company has determined  that in the event such systems are unable to address the
Year 2000, employees can manually perform most, if not all, functions.

     In  anticipation  of Year 2000 issues,  the Company is also  evaluating the
Year 2000 readiness status of its third party service suppliers.  In addition to
reviewing Year 2000 readiness  statements  issued by the third parties  handling
the Company's  processing needs, to date the Company has received and is relying
upon, Year 2000 readiness reports  periodically issued by its financial services
and electrical  service  providers,  vendors and purchasers of the Company's oil
and  natural  gas  products.  The  Company  is  continuing  to review  Year 2000
readiness of third party service  suppliers and based on their  representations,
does not currently foresee material  disruptions in the Company's  business as a
result of Year 2000 issues.  Unanticipated prolonged losses of certain services,
such as  electrical  power,  could  cause  material  disruptions  for  which  no
economically feasible contingency plan has been developed.

     The Company is continuing to conduct  in-house  testing of the core systems
and  non-information  technology,  and to date  either all  systems  tested have
adequately  addressed  possible Year 2000 scenarios or the Company has a plan in
place to remedy the  deficiency.  The Company  expects  testing to be  completed
during the second quarter of 1999.  After the completion of its Year 2000 review
and testing,  the Company will further  develop a contingency  plan as required,
including  replacing or  upgrading by December 31, 1999 any system  incapable of
addressing the Year 2000 correctly.  This final step is expected to be completed
during the third quarter of 1999.

     Although  the  effects  of  Year  2000  issues  cannot  be  predicted  with
certainty,  the Company  believes  that the  potential  impact,  if any, of such
events will, at most, require employees to manually complete otherwise automated
tasks or  calculations,  other than those which  might  occur in a "worst  case"
scenario as described below, which the Company does not anticipate will occur.

     After  considering  Year 2000 effects on in-house  operations,  the company
expects a minimal  level of  additional  training  would be  required to perform
these tasks on a manual basis due to the level of  experience  of its  personnel
and the routine nature of the tasks being performed. If, based on the results of
its in-house testing,  the Company should determine that certain systems are not
Year 2000  compliant  and it  appears  as though  the system is not likely to be
compliant  within a  reasonable  time  period,  the Company will either elect to
perform  the task  manually or will  attempt to purchase a different  system for
that  particular task and convert before December 31, 1999. The Company does not
believe  that  either  option  would  impact the  Company's  ability to continue
exploration  drilling,  production or sales  activities,  although the tasks may
require  additional  time and  personnel to complete  the same  functions or may
require  incremental  time and  personnel  during 1999 for a conversion to a new
system.

     The Company's core business consists primarily of oil and gas acquisitions,
development  and exploration  activities.  The equipment that is deemed "mission
critical" to the Company's  activities  requires  external power sources such as
electricity  supplied by third parties.  Although the Company  maintains limited
on-site  secondary  power  sources such as  generators,  it is not  economically
feasible to maintain  secondary  power  supplies for any major  component of its
"mission critical" equipment.  Therefore,  the most reasonably likely worst case
Year 2000  scenario for the Company  would  involve a disruption  of third party
supplied  electrical power, which would result in a substantial  decrease in the
Company's  oil  production.  Such event could result in a business  interruption
that could  materially  affect the  Company's  operations,  liquidity or capital
resources.

     The  Company  has  initiated  the third  party  integration  phase and will
continue to have formal communications with its significant suppliers,  business
partners  and key  customers  to  determine  the extent to which the  Company is
vulnerable  to either the third parties or its own failure to correct their Year
2000 issues.  The Company has been communicating with such third parties to keep
them informed of the Company's  internal  assessment of its Year 2000 review and
plans. This portion of the review and discussions with third parties is expected
to be  completed  during the  second  quarter  of 1999.  To date,  approximately
three-quarters   of  these  third  parties  have  provided   certain   favorable
representations   as  to  their  Year  2000   readiness  and  received   similar
representations from the Company.  There can be no guarantee that the systems of
other companies on which the Company relies will be timely converted or that the
conversion  will be  compatible  with  the  Company's  systems.  However,  after
reviewing and estimating the

                                        7
<PAGE>


effects of such events, the Company's  contingency plan involves identifying and
arranging for other vendors,  purchasers and third party  contractors to provide
such services, if necessary, in order to maintain its normal operations.

     The Company has, and will  continue to,  utilize both internal and external
resources to complete  tasks and perform  testing  necessary to address the Year
2000 issue.  The Company has not incurred,  and does not anticipate that it will
incur, any significant  costs relating to the assessment and remediation of Year
2000 issues.

Recently Issued Accounting Pronouncements

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments and Hedging Activities, which established a new model for accounting
for  derivatives and hedging  activities.  SFAS No. 133, which will be effective
for the Company's fiscal year 2000,  requires that all derivatives be recognized
in the balance sheet as either assets or liabilities and measured at fair value.
The  Statement  also requires that changes in fair value be reported in earnings
unless  specific  hedge  accounting  criteria  are met. The Company is currently
evaluating  the effect of the  adoption  of the  Statement  on its  consolidated
financial position and results of operations.


                                        8

<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                            (in thousands of dollars)

<TABLE>
<CAPTION>
<S>                                                                             <C>                        <C>
                                                                                  March 31,                  December 31,
                                                                                    1999                         1998
                                                                                --------------------------------------------------
                                      ASSETS
Current Assets
         Cash and cash equivalents..............................................$      478                  $    4,853
         Restricted cash .......................................................     1,024                         459
         Accounts receivable
              Trade, net of allowance of $166 for 1999 and 1998.................     6,152                       5,686
              Due from affiliates...............................................        56                         310
         Notes receivable from affiliate........................................       690                         747
         Current portion of long-term notes receivable, net of allowance of $790
           for 1999 and 1998....................................................        57                          57
         Prepaid and other......................................................     1,187                       1,577
                                                                                --------------------------------------------------
               Total Current Assets.............................................     9,644                      13,689
                                                                                --------------------------------------------------
Property, Plant, and Equipment
         Oil and gas properties, full cost method
               Unproved.........................................................     1,737                       1,655
               Proved...........................................................   298,274                     296,545
         Pipelines..............................................................     9,147                       9,131
         Other property.........................................................     1,583                       1,554
                                                                                --------------------------------------------------

         Total Property, Plant and Equipment....................................   310,741                     308,885
               Accumulated depreciation, depletion, amortization and impairment.   (85,597)                    (80,449)
                                                                                --------------------------------------------------
         Net Property, Plant and Equipment......................................   225,144                     228,436
                                                                                --------------------------------------------------
Other Assets
         Deposits and other assets..............................................     6,260                       6,644
         Investment in unconsolidated affiliate.................................     4,235                       4,266
         Deferred tax asset ....................................................    13,351                      13,351
         Long-term notes receivable, net of imputed interest....................     1,221                         756
                                                                                --------------------------------------------------
         Total Assets                                                           $  259,855                  $  267,142
                                                                                --------------------------------------------------

                       LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
         Trade payables and accrued liabilities.................................$   11,043                  $   11,821
         Dividends payable......................................................       833                         219
         Suspended revenue payable..............................................       583                         359
         Current maturities of long-term debt...................................        11                          13
         Notes payable..........................................................       -                         2,000
                                                                                --------------------------------------------------
               Total Current Liabilities........................................    12,470                      14,412
                                                                                --------------------------------------------------
Long-Term Liabilities
         Long-term debt, less current maturities................................   187,004                     231,007
         Production payment liability...........................................       551                         633
         Minority interest......................................................       141                          98
Commitments and Contingencies
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
         50,000 designated as 1999 Series A 8% Convertible; 50,000 issued
           and outstanding, liquidation amount $50,000,000......................       -                           -
         Common Stock - $.002 par value; 50,000,000 shares authorized,
          21,738,320 shares issued..............................................        43                          43
         Additional paid-in capital.............................................   125,509                      80,000
         Accumulated other comprehensive income.................................    (1,557)                     (1,429)
         Accumulated deficit....................................................   (60,676)                    (55,714)
                                                                                --------------------------------------------------
                                                                                    63,320                      22,901
Treasury stock, at cost (1,655,979 and 1,054,507 shares
  of common stock, respectively)                                                    (3,631)                     (1,909)
                                                                                --------------------------------------------------
Total Stockholders' Equity......................................................    59,689                      20,992
                                                                                --------------------------------------------------
Total Liabilities and Stockholders' Equity......................................$  259,855                  $  267,142
                                                                                --------------------------------------------------
   The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       F-1

<PAGE>
                 Magnum Hunter Resources, Inc. and Subsidiaries
         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)
                  (in thousands, except for per share amounts)
<TABLE>
<CAPTION>
<S>                                                                             <C>                             <C>
                                                                                          Three Months Ended
                                                                                               March 31,
                                                                                ----------------------------------------------------
                                                                                     1999                           1998
                                                                                ----------------------------------------------------
Operating Revenues:
   Oil and gas sales.......................................................     $     11,321                    $    10,555
   Gas gathering, marketing and processing.................................            1,626                          2,005
   Oil field services and international sales..............................              158                            193
                                                                                ----------------------------------------------------
         Total Operating Revenues..........................................           13,105                         12,753
                                                                                ----------------------------------------------------

Operating Costs and Expenses:
   Oil and gas production lifting costs....................................            3,193                          3,689
   Production taxes and other costs........................................            1,465                          1,486
   Gas gathering, marketing and processing.................................            1,276                          1,559
   Oil field services and international sales..............................               71                             99
   Depreciation, depletion and amortization................................            5,148                          3,875
   General and administrative..............................................              686                            750
                                                                                ----------------------------------------------------
         Total Operating Costs and Expenses................................           11,839                         11,458
                                                                                ----------------------------------------------------

Operating Profit...........................................................            1,266                          1,295

   Equity in earnings (loss) of affiliate, net of income tax...............              (31)                           (49)
   Other income............................................................              163                            201
   Interest expense........................................................           (6,317)                        (4,233)
                                                                                ----------------------------------------------------

Net Income (Loss) before income tax and minority interest..................           (4,919)                        (2,786)
   Benefit (Provision) for deferred income tax.............................              -                            1,040
                                                                                ----------------------------------------------------

Net Income (Loss) before minority interest.................................           (4,919)                        (1,746)
   Minority interest in subsidiary earnings (loss).........................              (43)                            (1)
                                                                                ----------------------------------------------------

Net Income (Loss)..........................................................           (4,962)                        (1,747)

   Dividends Applicable to Preferred Stock.................................             (833)                          (219)
                                                                                ----------------------------------------------------

Income (Loss) Applicable to Common Shares..................................     $     (5,795)                   $    (1,966)
                                                                                ----------------------------------------------------

Net Income (Loss)                                                               $     (4,962)                   $    (1,747)
Other Comprehensive Income, net of tax
   Unrealized Gain (Loss) on Investments...................................             (128)                           -
                                                                                ----------------------------------------------------
Comprehensive Income (Loss)                                                     $     (5,090)                   $    (1,747)
                                                                                ----------------------------------------------------

Income (Loss) per Common Share - Basic                                          $      (0.29)                   $     (0.09)
                                                                                ----------------------------------------------------
Income (Loss) per Common Share - Diluted                                        $      (0.29)                   $     (0.09)
                                                                                ----------------------------------------------------

Common Shares Used in Per Share Calculation
   Basic ..................................................................       20,282,674                     21,204,385
                                                                                ----------------------------------------------------
   Diluted ................................................................       20,282,674                     21,204,385
                                                                                ----------------------------------------------------

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

                                       F-2

<PAGE>
                 Magnum Hunter Resources, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                       For the Period Ended March 31, 1999
                                   (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>
<S>                                                  <C>            <C>         <C>         <C>          <C>          <C>

                                                        Preferred Stock           Common Stock              Treasury Stock
                                                      Shares        Amount       Shares     Amount         Shares      Amount
                                                   ----------------------------------------------------------------------------
Balance at December 31, 1998........................ 1,080,000      $    1      21,738,320  $   43       (1,054,507)   $(1,909)
                                                    ---------------------------------------------------------------------------
   Issuance of 1999 Series A 8% Convertible
     Preferred Stock, net of offering costs.........    50,000           -
   Purchase of treasury Stock.......................                                                       (601,472)    (1,722)
   Dividends declared or accrued on preferred
     stock..........................................
   Net income (loss)................................
   Unrealized (loss) on investment..................

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

Balance at March 31, 1999........................... 1,130,000      $    1      21,738,320  $   43       (1,655,979)   $(3,631)
                                                    ----------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
<S>                                                    <C>                      <C>                     <C>

                                                       Additional             Accumulated Other
                                                        Paid-In                Comprehensive            Accumulated
                                                        Capital                Income (Loss)             Deficit
                                                    ----------------------------------------------------------------------------
Balance at December 31, 1998........................   $  80,000                $  (1,429)               $  (55,714)
                                                    ----------------------------------------------------------------------------
   Issuance of 1999 Series A 8% Convertible
     Preferred Stock, net of offering costs.........      46,342
   Purchase of treasury Stock.......................
   Dividends declared or accrued on preferred
     stock..........................................        (833)
   Net income (loss)................................                                                         (4,962)
   Unrealized (loss) on investment..................                                 (128)
                                                    ----------------------------------------------------------------------------
Balance at March 31, 1999...........................   $ 125,509                $  (1,557)               $  (60,676)
                                                    ----------------------------------------------------------------------------
              The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       F-3

<PAGE>
                 Magnum Hunter Resources, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                             <C>                      <C>
                                                                                   For the Three Months Ended
                                                                                            March 31,
                                                                                ----------------------------------------
                                                                                    1999                    1998
                                                                                ----------------------------------------
CASH FLOW FROM OPERATING ACTIVITIES:
   Net Income (loss)............................................................$   (4,962)              $  (1,747)
   Adjustments to reconcile net income (loss) to cash provided by
   (used for) operating activities:
         Depreciation and depletion.............................................     5,148                   3,875
         Amortization of financing fees.........................................     1,414                     178
         Deferred income taxes..................................................       -                    (1,040)
         Equity in unconsolidated affiliate.....................................        31                      49
         Minority interest......................................................        43                       1
         Other..................................................................       -                         3
         Changes in certain assets and liabilities
                  Accounts and notes receivable.................................      (462)                  2,805
                  Other current assets..........................................       390                     643
                  Accounts payable and accrued liabilities......................      (554)                  3,742
                                                                                ----------------------------------------

   Net Cash Provided By (Used By) Operating Activities..........................     1,048                   8,509
                                                                                ----------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of assets.................................................       -                        93
   Additions to property and equipment..........................................    (1,834)                (17,375)
   Increase in deposits and other assets........................................       -                      (445)
   Loan made for promissory note receivable.....................................      (473)                    (35)
   Payments received on promissory note receivable .............................        66                      14
   Investment in unconsolidated affiliate.......................................       -                       (50)
                                                                                ----------------------------------------

   Net Cash Used In Investing Activities........................................    (2,241)                (17,798)
                                                                                ----------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from the issuance of long-term debt and production payment..........     4,000                  13,500
   Fees paid related to financing activities....................................      (931)                    -
   Payments of principal on long-term debt and production payment...............   (48,087)                 (2,537)
   Payment of short-term notes payable .........................................    (2,000)                    -
   Proceeds from issuance of preferred stock, net of offering costs.............    46,342                     -
   Purchase of treasury stock ..................................................    (1,722)                    -
   (Increase) Decrease in segregated funds for payment of notes payable ........      (565)                    -
   Cash dividends paid..........................................................      (219)                   (219)
                                                                                ----------------------------------------

   Net Cash Provided By (Used By) Financing Activities..........................    (3,182)                 10,744
                                                                                ----------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................    (4,375)                  1,455
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................     4,853                   3,030
                                                                                ----------------------------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................$      478               $   4,485
                                                                                ----------------------------------------

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

                                       F-4
<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1999
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION

     The  consolidated  balance  sheet as of March 31,  1999,  the  consolidated
statements of  operations  and  comprehensive  income for the three months ended
March 31, 1999 and 1998, the consolidated  statement of stockholder's equity for
the period ended March 31, 1999 and the  consolidated  statements  of cash flows
for the three months ended March 31, 1999 and 1998 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 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, 1998 annual  report on Form 10-K for the
Company.  The results of  operations  for the three month period ended March 31,
1999, 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,  except  for  Bluebird  Energy,  Inc.  ("Bluebird"),   are  direct
Guarantors of the Company's 10% Senior Notes and have fully and  unconditionally
guaranteed the Notes on a joint and several basis.  The Guarantors  comprise all
of the direct and indirect  subsidiaries of the Company (other than Bluebird and
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.
Except for Bluebird,  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.

NOTE 2 - RECENT EVENTS

     On  February  3, 1999,  the  Company  sold $50  million of its  Convertible
Preferred  Stock in a private  placement.  The Preferred Stock has a liquidation
value of $50 million and is convertible into the Company's common stock at $5.25
per share.  Dividends on the preferred  stock are payable in cash at the rate of
8% per annum and are  cumulative.  The Company  used the net  proceeds  from the
transaction, approximately $46.3 million, to repay senior bank debt.

     On February 17, 1999, the Company  revised its previously  announced  stock
repurchase  program  to  spend  up to $4  million  without  a share  limitation.
Subsequent to December 31, 1998, the Company  repurchased  601,472 shares of its
common stock for approximately $1.7 million.

     On April 30,  1999,  the Company  executed an agreement to purchase oil and
gas reserves and related equipment, a gas processing plant and two gas gathering
systems,  located  in Texas,  Oklahoma  and  Arkansas  for  approximately  $33.9
million.  The closing is scheduled  on or before June 8, 1999,  with an April 1,
1999 effective date.

NOTE 3 - SEGMENT DATA

     The Company has three reportable  segments.  The Exploration and Production
segment is engaged in exploratory drilling and acquisition, production, and sale
of crude oil,  condensate,  and natural gas. The Gas  Gathering,  Marketing  and
Processing  segment is engaged in the gathering and  compression  of natural gas
from the wellhead,  the purchase and resale of natural gas which it gathers, and
the processing of natural gas liquids. The Oil Field Services segment is engaged
in the managing and operation of producing oil and gas  properties  for interest
owners.

                                       F-5

<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 March 31, 1998
                                   (Unaudited)

     The Company's  reportable  segments are strategic business units that offer
different  products  and  services.  They are managed  separately  because  each
business requires different technology and marketing strategies. The Exploration
and Production  segment has six geographic  areas that are  aggregated.  The Gas
Gathering,  Marketing and Processing  segment includes the activities of the two
gathering systems and one natural gas liquids processing plant in two geographic
areas that are  aggregated.  The Oil Field  Services  segment has six geographic
areas that are  aggregated.  The reason for  aggregating  the segments,  in each
case,  was due to the  similarity  in nature  of the  products,  the  production
processes, the type of customers, the method of distribution, and the regulatory
environments.

     The  accounting  policies  of the  segments  are the same as those  for the
Company as a whole. The Company  evaluates  performance  based on profit or loss
from operations  before income taxes. The accounting for intersegment  sales and
transfers is done as if the sales or transfers were to third  parties,  that is,
at current market prices.

     Segment  data for the periods  ended  March 31,  1999 and 1998  follows (in
thousands):

<TABLE>
<CAPTION>
<S>                                     <C>            <C>             <C>         <C>         <C>          <C>


                                                       Gas Gathering,
                                        Exploration &   Marketing &    Oil Field
   Three Months Ended March 31, 1999:     Production     Processing    Services    All Other  Elimination  Consolidated
   ----------------------------------     ----------     ----------    ---------   ---------  ----------- ---------------
Revenue from external customers........ $    11,321     $    1,626      $    158   $   -        $    -      $   13,105
Intersegment revenues..................         -            2,803         1,332       -          (4,135)          -
Depreciation, depletion and amortization      4,934            163            47         4                       5,148

Segment profit (loss)...................      1,029            150           671      (584)                      1,266
Equity earnings (losses) of affiliates..                                               (31)                        (31)
Interest expense........................                                            (6,317)                     (6,317)
Other income............................                                               163                         163
                                                                                                          ---------------
Loss before income taxes................                                                                    $   (4,919)
Provision for deferred income tax benefit                                              -                           -
Minority interest.......................                                               (43)                        (43)
                                                                                                          ---------------
Net loss................................                                                                    $   (4,962)
                                                                                                          ---------------

Segment assets..........................$   232,146     $   13,360      $  4,327   $10,022                  $  259,855
Equity subsidiary investments...........                                             4,235                       4,235
Capital expenditures (net of asset sales)     1,811             16            29       -                         1,856

</TABLE>

  Geographic Information:      Revenues     Long-Lived Assets
  -----------------------      ---------    -----------------
United States..............  $   13,105       $     225,144
Foreign countries..........         -                   -
                            ---------------------------------
Total......................  $   13,105       $     225,144
                           ----------------------------------


                                       F-6

<PAGE>
                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                 March 31, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                     <C>             <C>            <C>         <C>         <C>            <C>



                                                       Gas Gathering,
                                        Exploration &   Marketing &    Oil Field
   Three Months Ended March 31, 1998:     Production     Processing    Services    All Other  Elimination    Consolidated
   ----------------------------------     ----------     ----------    ---------   ---------  -----------   ---------------
Revenue from external customers........ $    10,555     $     2,005    $    193    $    -       $   -          $  12,753
Intersegment revenues...................        -             3,086       1,059         -        (4,145)             -
Depreciation, depletion and amortization      3,673             163          34           5                        3,875

Segment profit (loss).................        1,173             298         239        (415)                       1,295
Equity earnings (losses) of affiliates..                                                (49)                         (49)
Interest expense........................                                             (4,233)                      (4,233)
Other income............................                                                201                          201
                                                                                                            ---------------
Loss before income taxes................                                                                       $  (2,786)
Provision for deferred income tax benefit                                             1,040                        1,040
Minority interest.......................                                                 (1)                          (1)
                                                                                                            ---------------
Net loss................................                                                                       $  (1,747)
                                                                                                            ---------------

Segment assets..........................$   229,217     $    14,945    $  6,244    $ 12,332                    $ 262,738
Equity subsidiary investments...........                                              4,343                        4,343
Capital expenditures (net of asset sales)    17,227              10          34         -                         17,271

</TABLE>

  Geographic Information:      Revenues     Long-Lived Assets
  -----------------------      ---------    -----------------
United States..............    $  12,753      $    234,664
Foreign countries..........          -                 -
                             --------------------------------
Total......................    $  12,753      $    234,664
                             --------------------------------


                                       F-7

<PAGE>
                          PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

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)
3.8               &  4.8  Certificate  of  Designation  for  1999  Series  A  8%
                  Convertible Preferred Stock (Incorporated by reference to Form
                  8-K, dated February 3, 1999, filed February 11, 1999)
4.9               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)
4.10              Supplemental Indenture dated January 27, 1999 between Magnum
                  Hunter Resources, the subsidiary guarantors named therein and
                  First Union National Bank of North Carolina, as Trustee
                  (Incorporated by reference to Form 10-K for the year ended
                  December 31, 1998)
4.11              Form of 10% Senior Note due 2007 (Incorporated by reference to
                  Registration Statement on Form S-4, File No. 333-2290)
10.1              Amended and Restated Credit Agreement, dated April 30, 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)
10.2              First Amendment to Amended and Restated Credit Agreement,
                  dated April 30, 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)
10.3              Second Amendment to Amended and Restated Credit Agreement,
                  dated April 30, 1997, between Magnum Hunter Resources, Inc.
                  and Bankers Trust Company, et al.(Incorporated by reference to
                  Form 10-K for the year ended December 31, 1998)
10.4              Third Amendment to Amended and Restated Credit Agreement,
                  dated April 30, 1997, between Magnum Hunter Resources, Inc.
                  and Bankers Trust Company, et al.(Incorporated by reference to
                  Form 10-K for the year ended December 31, 1998)
10.5              Employment Agreement for Gary C. Evans (Incorporated by
                  reference to Registration Statement on Form S-4,
                  File No. 333-2290)
10.6              Employment Agreement for Matthew C. Lutz (Incorporated by
                  reference to Registration Statement on Form S-4,
                  File No. 333-2290)
10.7              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)
10.8              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)

                                        8

<PAGE>

10.9              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)
10.10             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)
10.11             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)
10.12             Purchase and Sale Agreement dated November 25, 1998 between
                  Magnum Hunter Production, Inc. and Unocal Oil Company of
                  California (Incorporated by reference to Form 10-K for the
                  year ended December 31, 1998)
10.13             Stock Purchase Agreement dated February 3, 1999 between ONEOK
                  Resources Company and Magnum Hunter Resources, Inc.
                  (Incorporated by reference to Form 8-K, dated
                  February 3, 1999, filed February 11, 1999)
27*               Financial Data Schedule

* Filed herewith.

     (B) Form 8-K's - An 8-K was filed on February  11, 1999 under Item 5. Other
Events  concerning the Company's  closing various  transactions with ONEOK, Inc.
relating to ONEOK's  purchase of $50 million of Convertible  Preferred  Stock of
the Company,  ONEOK's  ability to market  certain of the  Company's  natural gas
production in the state of Oklahoma and ONEOK's ability to participate in future
acquisitions of the Company in the state of Oklahoma.


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<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                                          May 14, 1999
  -------------------------------------------------
      Gary C. Evans
      President and Chief Executive Officer


By /s/ Chris Tong                                             May 14, 1999
  -------------------------------------------------
     Sr. Vice President and
     Chief Financial Officer


By  /s/ David S. Krueger                                      May 14, 1999
    -----------------------------------------------
      David S. Krueger
      Vice President and
      Chief Accounting Officer


By /s/ Morgan F. Johnston                                     May 14, 1999
   ------------------------------------------------
      Morgan F. Johnston
      Vice President,  General Counsel and
      Secretary



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