<PAGE>

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

                                  Form 10-QSB/A

[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 For 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 March 31, 1997. 13,596,883

Transitional Small Business Disclosure Format      Yes              No     X

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





                                     

<PAGE>


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 bridge 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 21,057 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 1997, 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 $325,0000 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



                                        3

<PAGE>



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.

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>
                                    SIGNATURE

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

MAGNUM HUNTER RESOURCES, INC.



By /s/ Gary C. Evans                        May 21, 1997
--------------------------------------
Gary C. Evans
President, Chief Executive Officer and
Chief Financial Officer                                     
     
  
/s/ David S. Krueger                       
----------------------------------------    May 21, 1997
David S. Krueger   
Vice President and
Chief Accounting Officer