<PAGE>


                    U. S. Securities and Exchange Commission
                             Washington, D. C. 20549

                                  Form 10-QSB

(Check one)
[X]  Quarterly  Report Under Section 13 or 15(d) of the  Securities Exchange Act
     of 1934 For the  Quarterly  Period Ended March 31, 1997

[   ] Transition Report Under Section 13 or 15(d) of the Exchange Act
      or the transition period from .......... to ..........

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


                          MAGNUM HUNTER RESOURCES, INC.
         Exact name of small business issuer 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
                            Issuer's telephone number


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 April 30, 1997: 13,596,883

Transitional Small Business Disclosure Format (Check one)Yes          No     X



     Page 1 of 11 pages contained in the sequential numbering system.


                                        1

<PAGE>




                         PART I -- FINANCIAL INFORMATION


Item 1. Financial Statements

The  consolidated  financial  statements of Magnum Hunter Resources,  Inc.
("Magnum  Hunter" or the "Company")  required by Item 310(b) of  Regulation S-B
follow Item 2. Management's Discussion and Analysis or Plan of Operation.


Item 2.  Management's  Discussion  and  Analysis or Plan 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,  1996.  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 June  1996,  the  Company  acquired  the  Panoma  Properties,  which  include
interests in 520 gas wells in the Texas  Panhandle  and Western  Oklahoma and an
adjoining  427-mile gas gathering  system,  from  Burlington  Resources Inc. for
$34.7 million. The Company assumed operations of nearly all the wells and of the
gathering system and began planning for increased density  development  drilling
in the Panoma area.

In January 1997,  the Company  purchased a 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 100% of the net  profits of the plant
before  reverting to a 50% interest after payout.  Management  believes that the
acquisition  of the McLean Gas Plant  allows the Company to capture a portion of
the processing  profits on the gas produced at the Panoma  Properties that would
otherwise go to third party processors.

In  February  1997,  the  Company  entered  into an  agreement  with  Burlington
Resources Inc. to purchase certain oil and gas properties located in the Permian
Basin (hereinafter referred to as the "Permian Basin Properties"), consisting 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.
On April  30,  1997,  the  Company  closed  on the  purchase  for a net price of
approximately $133 million,  including,  but not limited to, certain adjustments
for a January 1, 1997 effective date.

On April 29, 1997,  the Company  received and accepted two new loan  commitments
from  Bankers  Trust  Company,  as Agent,  and Banque  Paribas  and First  Union
National Bank of North Carolina for senior credit facilities for the Company and
several  of  its  subsidiaries.  The  two  new  senior  credit  facilities  were
structured as a $130 million  revolving line of credit with a term of five years
and a $60 million one year senior subordinated credit facility  convertible into
a five year term loan. The new credit facilities were  conditioned,  among other
things, upon the closing of the Permian Basin Properties from Burlington,  which
took place April 30, 1997.  The  revolving  line of credit gives the Company the
flexibility of choosing a range of either "LIBOR" or "Prime" based interest rate
options.  This new credit facility replaced the previously existing $100 million
revolving credit facility.



                                        2

<PAGE>




Results of Operations for the Three Month Periods in 1997 and 1996

As discussed above, the Company acquired the Panoma Properties in June, 1996 and
the McLean Gas Plant in January,  1997.  As such,  the three month  period ended
March 31, 1997 included the results of operations from these acquisitions, while
the  comparable  period ended March 31, 1996 did not. The  increases in the 1997
interim period over the 1996 period are, unless otherwise stated,  the result of
the acquisition of the Panoma properties and the McLean Gas Plant.

The Company reported net income of $250,000 for the three months ended March 31,
1997 as  compared  to a net loss of $93,000 in the  comparable  1996  period,  a
$343,000 improvement.  Net income applicable to common shares was $31,000 in the
1997 period, after dividends on preferred stock of $219,000,  compared to a loss
applicable to common shares of $265,000 in the 1996 period,  after  dividends on
preferred  stock of $172,000.  The  dividends  on  preferred  stock were $47,000
higher in the 1997 period due to the  issuance of the $10 million  1996 Series A
convertible preferred stock in December, 1996. The Company had income per common
share of a fraction  of a cent in the 1997  period  compared to a $.02 per share
loss in the 1996 period, which resulted in a $.02 per share improvement.

Oil and natural gas sales were  $3,263,000  in the 1997  period,  an increase of
$1,883,000,  or 136%,  over the 1996 period.  The Company sold 46,017 barrels of
oil and 972,380 Mcf of gas in the 1997 period,  an increase of 1,634  barrels of
oil and 716,632 Mcf of gas over the 1996 period.  The price received for oil was
$20.74 per barrel and for gas it was $2.37 per Mcf in 1997, an increase of $2.18
per barrel of oil and $.19 per Mcf of natural  gas.  The increase in natural gas
volumes sold was principally a result of the Panoma acquisition.

Oil and natural gas production costs increased to $1,597,000 in the 1997 period,
a $1,032,000, or 183%, increase over the 1996 period. The increase in costs were
primarily attributable to the Panoma acquisition.  The operating margin from oil
and natural gas  production  was  $1,666,000 in the 1997 period,  an increase of
$851,000  over the 1996 period.  The  increase in operating  margin is primarily
attributable  to  increased  volumes  of gas  sold  as a  result  of the  Panoma
acquisition,  and, to a lesser extent,  higher prices  received from the sale of
oil and gas.

     Gas  gathering,  marketing and processing  revenues were  $3,892,000 in the
1997  period,  an  increase  of  $3,151,000,  or 425%,  over  the  1996  period,
principally as a result of the  acquisition  of the Panoma gas gathering  system
and the McLean Gas Plant.  Costs from these  activities  were  $2,960,000 in the
1997 period, an increase of $2,316,000,  or 360%, over the 1996 period,  again a
result of the  acquisitions  mentioned  above.  The operating  margin from these
activities was $932,000 in the 1997 period versus $97,000 in the 1996 period, an
increase of  $835,000,  or 861%.  As a result of the  acquisition  of the Panoma
System,  total gathering systems  throughput  increased to 24,745 Mcf per day in
the 1997 period  versus 4,402 Mcf per day in the 1996 period.  Due to the McLean
Plant acquisition,  natural gas processing  throughput was 15,303 Mcf per day in
the 1997 period  versus none reported in the 1996 period.  The operating  margin
from  gathering  operations  was $607,000 in the 1997 period,  an increase  from
$117,000  in the 1996  period,  partly as a result of a  $408,000  gain from gas
marketing on the Panoma system in March, 1997. The operating margin from natural
gas  processing was $325,000 in the 1997 period versus none reported in the 1996
period.

Revenues from oil field services and international  sales was $3,471,000 in
the 1997 period, a $3,338,000 increase over the 1996 period,  principally due to
an increase in sales by Hunter Butcher  International,  L.L.C. Cost of oil field
services and international sales increased  $3,171,000 to $3,338,000 in the 1997
period, also principally due to Hunter Butcher.  The operating margin from these
activities  was $133,000 in the 1997 period versus a loss of $34,000 in the 1996
period. The margin from Hunter Butcher operations was $60,000 in the 1997 period
versus  $32,000 in the 1996  period.  Oil field  services  produced an operating
margin  of  $73,000  in the 1997  period  versus a loss of  $66,000  in the 1996
period.



                                        3

<PAGE>




Depreciation  and  depletion  expense  increased to  $1,081,000 in the 1997
period,  a  $575,000,  or  114%,  increase  over  the  1996  period,  due to the
acquisitions. General and administrative expenses was essentially unchanged from
the previous year.

Operating  profit  increased to $1,428,000 in the 1997 period from $147,000
in the 1996 period, a $1,281,000, or 871%, increase.  Interest expense increased
to  $1,068,000  in the  1997  period,  a  $814,000  increase,  due to  increased
borrowing under the Company's  revolving credit line to fund  acquisitions.  The
Company  provided for deferred  income tax of $164,000 in the 1997 period versus
none reported in the 1996 period.

Liquidity and Capital Resources

At March 31, 1997, the Company had $3.1 million in cash and cash equivalents and
$1.6 million in net working  capital.  Total  long-term debt under its revolving
credit agreement at March 31, 1997 was $52.7 million, leaving approximately $5.3
million available to draw under the line after the banks increased the borrowing
base  from $55  million  to $58  million.  Of the $14  million  drawn  under the
revolving  line of credit  during the  quarter  ended March 31,  1997,  (i) $2.5
million was used to acquire the McLean Gas Plant, (ii) $10 million was used as a
deposit on the  acquisition  of the Permian  Basin  Properties  from  Burlington
Resources Inc. and (iii) $1.5 million was used for development expenditures.

On April 30, the Company  closed on the  acquisition  of the Permian  Basin
Properties for a net purchase price of approximately  $133 million.  At the same
time, the Company's existing $100 million revolving credit facility was replaced
by two new credit  facilities in the total amount of $190  million.  The initial
advances under these new facilities  totaled $179.5 million,  including funds to
complete the Permian Basin  Property  acquisition,  to pay principal and accrued
interest remaining on the $100 million revolving credit facility, and to provide
cash for working capital  purposes.  The Company has available $10.5 million for
future working capital requirements.

For  fiscal  1997,  the  Company  is  currently  projecting  that it will  spend
approximately $20 million on development and exploration activities, of which $3
million is budgeted on exploration  projects.  In addition,  with respect to the
recently closed Permian Basin  Properties  acquisition,  the Company projects to
spend  approximately $40 million in a development program to enhance an existing
waterflood  project in the Westbrook  Field located in Mitchell  County,  Texas.
This capital  expenditure is budgeted over a four year period beginning in 1997.
A  combination  of  internally  generated  funds  and debt  financing  under the
revolving  credit  facilities  will be sufficient to fund these  development and
exploration expenditures.

Inflation and Changing Prices

The  results  of  operations  and cash flow of Magnum  Hunter  has been and will
continue  to be effected to a certain  extent by the  volatility  in oil and gas
prices.  Should  Magnum  Hunter  experience  a  significant  increase in oil and
natural  gas prices over a prolonged  period,  it would  expect that there would
also be a  corresponding  increase in oil and natural gas finding  costs,  lease
acquisition costs and operating expenses.




                                        4

<PAGE>



                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                    March 31,
                                                                      1997
                                                                    ------------               
 <S>                                                               <C>                                             
                                     ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                                     $  3,109
     Securities available for sale                                      226
     Accounts receivable
       Trade, net of allowance of $134                                5,481
       Due from affiliates                                               88
     Notes receivable from affiliate                                    348
     Current portion of long-term note receivable                       109
     Prepaid and other                                                   68         
                                                                   -------------
                            TOTAL CURRENT ASSETS                      9,429
                                                                   -------------

PROPERTY, PLANT AND EQUIPMENT                                                                                          
     Oil and gas properties, full cost method                                                          
       Proved                                                           459
       Unproved                                                      73,319
     Pipelines                                                        9,617
     Other property                                                     427
                                                                   -------------
          TOTAL PROPERTY, PLANT AND EQUIPMENT                        83,822
                                                                   -------------                                                    
     Accumulated depreciation, depletion and impairment              (5,950)
                                                                   -------------                                                 
          NET PROPERTY, PLANT AND EQUIPMENT                          77,872                                                  
                                                                   -------------                                                    
OTHER ASSETS
     Deposits and other assets                                       10,864                                                         
     Long-term notes receivable, net of imputed interest              1,688                                               
                                                                   -------------                                                  
                                  TOTAL ASSETS                     $ 99,853
                                                                   =============
                                                                                                                      
  
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
     Trade payables and accrued liabilities                        $  3,731                                                         
     Dividends payable                                                  219                                                  
     Suspended revenue payable                                        1,139                                                  
     Current maturities of long-term debt                                22                                                 
     Notes payable                                                    2,699
                                                                   -------------                                                  
          TOTAL CURRENT LIABILITIES                                   7,810                                
                                                                   -------------
LONG-TERM LIABILITIES                                                                                                  
     Long-term debt, less current maturities                         52,739                                    
     Production payment liability                                       910
     Deferred income taxes                                            3,620
     Minority interest                                                   38                                             
                                                                                                                         
COMMITMENTS AND CONTINGENCIES                                                                                          
                                                                                                                          
STOCKHOLDERS' EQUITY
     Preferred stock-$.001 par value; 10,000,000 shares authorized,
       216,000 designated as Series A; 80,000 shares issued and 
       outstanding,liquidation  amount  $0                               -
       1,000,000 shares designated as 1996 Series A Convertible;
       1,000,000 issued and outstanding,
       liquidation amount $10,000,000                                     1                                       
     Common stock - $.002 par value; 50,000,000 shares authorized,
       14,252,822 shares issued and 13,596,883 shares outstanding        29                                                  
     Additional paid-in capital                                      39,771                                                     
     Accumulated deficit                                             (5,111)                             
     Unrealized gain (loss) on investments                               47
                                                                   -------------                                           
                                                                     37,737                                                     
    Treasury stock (655,939 shares of common stock)                     (1)
                                                                   -------------                                                  
            TOTAL STOCKHOLDERS' EQUITY                               37,736                                        
                                                                   -------------                                    
   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $ 99,853
                                                                   =============
                                                                                   
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                        5

<PAGE>



                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                  (in thousands, except for per share amounts)

<TABLE>
<CAPTION>
                                                                              Three Months Ended
                                                                      ----------------------------------

                                                                         March 31,          March 31,
                                                                            1997              1996
                                                                      ----------------------------------
<S>                                                                   <C>                 <C>
Operating Revenues:
     Oil and gas sales                                                $    3,263          $  1,380
     Gas gathering, marketing and processing                               3,892               741
     Oil field services and international sales                            3,471               133
                                                                      ----------------------------------

          Total Operating Revenue                                         10,626             2,254
                                                                      ----------------------------------

Operating Costs and Expenses:
     Oil and gas production                                                1,597               565
     Gas gathering, marketing and processing                               2,960               644
     Oil field services and international sales                            3,338               167
     Depreciation and depletion                                            1,081               506
     General and administrative                                              222               225
                                                                      ----------------------------------

          Total Operating Costs and Expenses                               9,198             2,107
                                                                      ----------------------------------

Operating Profit                                                           1,428               147
     Other income                                                             72                14
     Interest expense                                                     (1,068)            ( 254)
                                                                      ----------------------------------

Net Income (Loss) before income tax and minority interest                    432               (93)
    Provision for deferred income tax                                       (164)                -
                                                                      ---------------------------------

Net Income (Loss) before minority interest                                   268               (93)

     Minority interest in subsidiary earnings                                (18)                -
                                                                      ---------------------------------

Net Income (Loss)                                                            250               (93)
     Dividends Applicable to Preferred Stock                                (219)             (172)
                                                                      ---------------------------------

Income (Loss) Applicable to Common Shares                             $       31        $     (265)
                                                                      =================================

Income (Loss) Per Common Share                                        $     0.00        $     (0.02)
                                                                      =================================

Common Shares Used in Per Share Calculation                            13,687,294          11,607,958
                                                                      =================================



The  accompanying  notes  are an  integral  part  of  these consolidated financial statements.


</TABLE>











                                         


                                        6

<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                                     Three Months Ended
                                                                                                          March 31,
                                                                                               -------------------------------------


                                                                                                      1997              1996
                                                                                               -------------------------------------
<S>                                                                                            <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS)                                                                               $      250         $       (93)
     Adjustments to reconcile net income (loss) to cash provided by
          (used for) operating activities:
          Depreciation and depletion                                                                 1,081                 506
          Deferred income taxes                                                                        164                  -
          Minority interest                                                                             18                  -
          Other                                                                                       (119)                 -
          Change in certain assets and liabilities
              Accounts and notes receivables                                                        (1,040)               (109)
              Other current assets                                                                     (16)                (49)
              Deposits and other assets                                                                 -                  (13)
              Accounts payable and accrued liabilities                                                 405                 359
                                                                                               -------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES

                                                                                                       743                 601
                                                                                               -------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from the sale of assets                                                                  145                 -
     Additions to property and equipment                                                            (5,460)              (672)
     Increase in deposits and other assets                                                         (10,249)                -
     Loan made for promissory note receivable                                                          (29)                -
     Payments received on promissory note receivable                                                   133                 -
                                                                                               -------------------------------------
NET CASH USED BY INVESTING ACTIVITIES                                                               (15,460)              (672)
                                                                                               ------------------------------------
                                                                                                  
                                                                                               
CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from issuance of long-term debt and production payment                                14,000              2,520
     Proceeds from short-term notes payable                                                          2,699                 -
     Payments of principal on long-term debt and production payment                                    (33)            (2,408)
     Payment of fees on issuance of preferred stock                                                   (505)                -
     Dividends paid                                                                                    (22)              (177)
                                                                                               -------------------------------------
NET CASH PROVIDED BY (USED BY)  FINANCING ACTIVITIES                                                 16,139               (65)
                                                                                               -------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                  1,422              (136)      
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                                        1,687             1,544
                                                                                               -------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                                       $      3,109        $    1,408
                                                                                               =====================================
                                                                                                            
                                                                                               

     The accompanying notes are an integral part of these consolidated financial statements


</TABLE>
                                        7

<PAGE>



                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1997
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION

The consolidated balance sheet as of March 31, 1997, the consolidated statements
of  operations  for the three  months  ended  March 31,  1997 and 1996,  and the
consolidated statements of cash flows for the three month periods then ended 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  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,  1996  annual  report on Form 10-KSB for
Magnum Hunter Resources, Inc. (the "Company"). The results of operations for the
three month period ended March 31, 1997, 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  wholly-owned   subsidiaries.   All  significant  intercompany
transactions and balances have been eliminated in  consolidation.  Certain items
have been reclassified to conform with the current presentation.

NOTE 2 - RECENT EVENTS

During the three month period ended March 31, 1997, 13,556 shares of common
stock were issued to the  Company's  401(k)  plan,  and 62,500  shares of common
stock previously loaned to each of a director and a former officer were returned
of the Company and are being held in the treasury.

During  January,  1997,  the Company  purchased a fifty percent  interest in the
McLean Gas Plant, the gas processing  facility connected to the Company's Panoma
gas  gathering  system  for  $2.5  million.  Under  the  terms  of the  purchase
agreement,  the Company  will receive 100% of the net profits of the plant until
it receives  the $2.5  million  purchase  price,  at which point its net profits
interest will revert to fifty percent,  the Company's  ownership  position.  The
acquisition  was funded through the Company's  revolving  credit  agreement with
certain banks.

In  February,  1997,  the  Company  entered  into a  definitive  agreement  with
Burlington  Resources,  Inc. to acquire for $143.5  million,  subject to certain
purchase  price  adjustments,  effective  January 1,  1997,  the  Permian  Basin
Properties  consisting  of 25 field  areas in West  Texas and 22 field  areas in
Southeast New Mexico containing 1,852 producing oil and natural gas wells.   In
accordance  with  the  definitive  acquisition  agreement,  the  Company  made a
performance deposit of $10 million against the purchase price.

NOTE 3 - SUBSEQUENT EVENTS

On April 30, 1997,  the Company closed on the purchase of the Permian Basin
Properties for a net purchase price of  approximately  $133 million,  including,
but not limited to, certain adjustments for a January 1, 1997 effective date.

The Company financed the acquisition of the Permian Basin Properties with a
new $130.0  million  credit  facility (the "New Credit  Facility")  and a senior
subordinated  credit  facility  of $60.0  million  (the "Term  Loan  Facility").
Borrowings  of $119.5  million  under the New Credit  Facility and $60.0 million
under the Term Loan Facility were used to pay the $123.0 million  balance of the
$133.0 million net purchase price for the Permian Basin Properties, to repay the

                                       8

<PAGE>


$53.7 million in  outstanding  indebtedness  as of April 30, 1997 under the
Company's  previous  $100.0  million  credit  facility  and  to  pay  the  costs
associated with the Permian Basin Acquisition and the related financings.

The New Credit Facility  currently  bears interest at 9.0% per annum.  Upon
repayment of the Term Loan Facility, the New Credit Facility will initially bear
interest  at LIBOR plus 1.75% per annum,  which would be 7.6% based on the LIBOR
rate at April 30,  1997.  The  unpaid  principal  amount  under  the New  Credit
Facility  matures on April 30, 2002. At April 30, 1997, the interest rate on the
Term Loan Facility was 11.5% per annum. The Term Loan Facility  initally matures
on April 30,  1998,  at which time the  Company  has the  option to extend  such
facility for an additional five years.

In the event that the  borrowings  under the New Credit  Facility  are not
less than $75.0  million on July 15,  1997,  the Company is obligated to pay the
lenders an  additional  fee.  In  addition,  if  borrowings  under the Term Loan
Facility have not been repaid beginning August 28, 1997, the Company, at various
dates  thereafter  within the initial  one-year term,  will incur an increase in
interest  rates,  and be  obligated  to pay the lenders  additional  fees and/or
warrants  to  purchase  common  stock of the  Company.  More  specifically,  the
interest  rate under the Term Loan  Facility  increases by 1.0% on each of three
specified dates with a maximum  interest rate of 15.5%.  The Company may also be
obligated  to issue  equity  securities  up to a  maximum  of 5.0% of the  fully
diluted common equity of the Company.






                                        9

<PAGE>




                          PART II -- OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

An annual meeting of the stockholders of the Company was held on the 11th day of
March,  1997. The results of the voting for (i) the election of directors,  (ii)
the proposal to ratify the appointment of Deloitte & Touche LLP as the Company's
independent  auditors  and  (iii)  the  proposal  to amend  the  Certificate  of
Incorporation to change the name of the Company to Magnum Hunter Resources, Inc.
was as follows:

  (1) For each director:

     Lloyd T.  Rochford:  6,958,964  shares voted in favor of the  nominee,  882
shares voted against the nominee and 27,568 shares abstained from voting.

     Gary C. Evans:  6,958,909 shares voted in favor of the nominee,  937 shares
voted against the nominee and 27,568 shares abstained from voting.

     Matthew C. Lutz:  6,956,964  shares  voted in favor of the  nominee,  2,882
shares voted against the nominee and 27,568 shares abstained from voting.

     Gerald D. Bolfing:  6,957,964  shares voted in favor of the nominee,  1,882
shares voted against the nominee and 27,568 shares abstained from voting.

     Oscar  Lindemann:  6,953,565  shares voted in favor of the  nominee,  6,281
shares voted against the nominee and 27,568 shares abstained from voting.

     James E.  Upfield:  6,955,253  shares voted in favor of the nominee.  4,593
shares voted against the nominee and 27,568 shares abstained from voting.

     (2) Ratification of Deloitte and Touche LLP: 6,963,212 shares meeting voted
in favor, and 8,676 shares voted against and 15,526 shares abstained .

     (3) Proposal to change the name of the Company:  6,916,834  shares voted in
favor, 37,276 shares voted against and 33,304 shares abstained from voting.

Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S>            <C>                               <C>                           <C>                   
(b)              Reports on Form 8-K

Item No.       Items Reported                    F/S Included                  Date of Event              Date Filed


  5            Other                             None                          December 23, 1996          January 4, 1997

  4            Change in Registrant's
               Certifying Accountants            None                          January 20, 1997           January 20, 1997

  5            Other                             None                          February 28, 1997          March 4, 1997


</TABLE>
                                       10

<PAGE>




                                    SIGNATURE

In accordance  with the  requirements  of the Exchange Act, the  Registrant  has
caused  this Form 10-QSB  Report to be signed on its behalf by the  undersigned,
thereunto duly authorized.

MAGNUM HUNTER RESOURCES, INC.



By /s/ Gary C. Evans
      Gary C. Evans
      President, Chief Executive Officer                       May 7, 1997
      and Chief Financial Officer


/s/ David S. Krueger                        
David S. Krueger                                           
      Vice President and
      Chief Accounting Officer                                 May 7, 1997


                                       11

<PAGE>