# 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, 2005          
|[     ]    | Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934For 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 incorporation or organization |  | IRS employer identification No.

600 East Las Colinas
Blvd., Suite 1100, Irving, Texas 75039Address of principal
executive offices

(972)
401-0752

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 [     ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).
Yes [ X ]    No [     ]

State the number of shares outstanding of each of the issuer's classes of common equity, as of April 30, 2005:  95,203,469.

---

# PART 1 
FINANCIAL INFORMATION

# Item 1. Financial Statements

# MAGNUM HUNTER RESOURCES,
INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of
dollars)

|                                                                         | March 31,
2005 | December 31,
2004
|------------------------------------------------------------------------ | -------------- | -----------------
|ASSETS                                                                   |                |                  
|Current Assets                                                           |                |                  
|Cash and cash equivalents                                                |                |                  
|Restricted cash                                                          |                |                  
|Accounts receivable - trade, net of allowance of $5,060 and $4,776       |                |                  
|respectively                                                             |                |                  
|Notes receivable                                                         |                |                  
|Prepaid expenses                                                         |                |                  
|Deferred income taxes, current                                           |                |                  
|Deposits                                                                 |                |                  
|Available for sale investments                                           |                |                  
|Prepaid drilling costs                                                   |                |                  
|Other current assets                                                     |                |                  
|                                                                         |                |                  
|Total Current Assets                                                     |                |                  
|Property, Plant, and Equipment                                           |                |                  
|Oil and gas properties, full cost method                                 |                |                  
|Unproved                                                                 |                |                  
|Proved                                                                   |                |                  
|Gas processing plants and pipelines                                      |                |                  
|Other property                                                           |                |                  
|                                                                         |                |                  
|Total Property, Plant and Equipment                                      |                |                  
|Accumulated depreciation, depletion, amortization and impairment         |                |                  
|                                                                         |                |                  
|Net Property, Plant and Equipment                                        |                |                  
|                                                                         |                |                  
|Other Assets                                                             |                |                  
|Deferred financing costs and other                                       |                |                  
|Goodwill                                                                 |                |                  
|                                                                         |                |                  
|Total Assets                                                             |                |                  
|                                                                         |                |                  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                     |                |                  
|Current Liabilities                                                      |                |                  
|Trade payables                                                           |                |                  
|Accrued interest                                                         |                |                  
|Accrued liabilities                                                      |                |                  
|Other current liabilities                                                |                |                  
|Revenues payable                                                         |                |                  
|Suspended revenue payable                                                |                |                  
|Derivative liabilities, current                                          |                |                  
|Current maturities of long-term debt                                     |                |                  
|                                                                         |                |                  
|Total Current Liabilities                                                |                |                  
|Long-Term Liabilities                                                    |                |                  
|Long-term debt, less current maturities                                  |                |                  
|Asset retirement obligations                                             |                |                  
|Derivative liabilities, non-current                                      |                |                  
|Deferred income taxes payable                                            |                |                  
|Other non-current liabilities                                            |                |                  
|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                                                                |                |                  
|Common Stock - $.002 par value; 200,000,000 shares authorized,           |                |                  
|99,094,583 and 91,324,168 shares issued, respectively                    |                |                  
|Additional paid-in capital                                               |                |                  
|Accumulated other comprehensive loss                                     |                |                  
|Retained earnings                                                        |                |                  
|Common stock in deferred compensation plan, at cost (34,416 shares)      |                |                  
|Unearned common stock in KSOP, at cost (880,083 shares)                  |                |                  
|                                                                         |                |                  
|                                                                         |                |                  
|Treasury stock, at cost (3,926,034 and 3,931,614 shares, respectively) . |                |                  
|                                                                         |                |                  
|Total Stockholders' Equity                                               |                |                  
|                                                                         |                |                  
|Total Liabilities and Stockholders' Equity                               |                |                  
|                                                                         |                |                  

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

1

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

|                                                    | For the Three Months Ended
March 31,
|--------------------------------------------------- | ------------------------------------
|
|Operating Revenues:                                 |                                     
|Oil and gas sales                                   |                                     
|Gas gathering, marketing and processing             |                                     
|Oil field services                                  |                                     
|                                                    |                                     
|Total Operating Revenues                            |                                     
|                                                    |                                     
|Operating Costs and Expenses:                       |                                     
|Oil and gas production lifting costs                |                                     
|Production taxes and other costs                    |                                     
|Gas gathering, marketing and processing             |                                     
|Oil field services                                  |                                     
|Depreciation, depletion, amortization and accretion |                                     
|Gain on sale of assets                              |                                     
|General and administrative                          |                                     
|                                                    |                                     
|Total Operating Costs and Expenses                  |                                     
|                                                    |                                     
|Operating Profit                                    |                                     
|Other income                                        |                                     
|Non-cash hedging adjustments                        |                                     
|Interest expense                                    |                                     
|                                                    |                                     
|Income Before Income Tax                            |                                     
|Provision for income tax expense                    |                                     
|Current                                             |                                     
|Deferred                                            |                                     
|                                                    |                                     
|Total Provision for Income Tax Expense              |                                     
|                                                    |                                     
|Net Income                                          |                                     
|                                                    |                                     
|Income per Common Share - Basic                     |                                     
|                                                    |                                     
|Income per Common Share - Diluted                   |                                     
|                                                    |                                     
|Common Shares Used in Per Share Calculation         |                                     
|Basic                                               |                                     
|                                                    |                                     
|Diluted                                             |                                     
|                                                    |                                     

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

2

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIESUNAUDITED CONDENSED
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND COMPREHENSIVE INCOME FOR THE THREE MONTHS
ENDED MARCH 31, 2005(in thousands)

|                                                            | Preferred
Stock | Common
Stock | Treasury
Stock | Additional
Paid in
Capital | Retained
Earnings | Deferred
Compensation | Unearned
Shares in
KSOP | Accumulated Other
Comprehensive
Income (Loss) | Total
Stockholders'
Equity | Total
Comprehensive
Income
(Loss)
|----------------------------------------------------------- | --------------- | ------------ | -------------- | -------------------------- | ----------------- | --------------------- | ----------------------- | --------------------------------------------- | -------------------------- | ---------------------------------
|Balance at December 31, 2004                                |                 |              | $              | 1                          |                   | $                     | 183                     |                                               | $                          | (24,965                          
|                                                            |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|Issuance of 916 shares of common stock pursuant to employee |                 |             
|stock option plan                                           |                 |              |                |                            |                   |                       | 2                       |                                               |                            |                                  
|Issuance of 6,820 shares on exercise of warrants            |                 |              |                |                            |                   |                       | 13                      |                                               |                            |                                  
|Deferred tax benefit on exercise of warrants and            |                 |             
|employee stock options                                      |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|Stock compensation                                          |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|Issuance of 6 shares of treasury stock                      |                 |              |                |                            |                   |                       |                         |                                               |                            | 38                               
|Net Income                                                  |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|Reclassification adjustment related to derivative           |                 |             
|contracts, net of income tax expense of $645                |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|Change in fair value of outstanding hedge positions, net    |                 |             
|of income tax benefit of $14,781                            |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|                                                            |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|Balance at March 31, 2005                                   |                 |              | $              | 1                          |                   | $                     | 198                     |                                               | $                          | (24,927                          
|                                                            |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  
|                                                            |                 |              |                |                            |                   |                       |                         |                                               |                            |                                  

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

3

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES UNAUDITED CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

|                                                                  | For the Three Months Ended
March 31,
|----------------------------------------------------------------- | ------------------------------------
|
|CASH FLOW FROM OPERATING ACTIVITIES:                              |                                     
|Net Income                                                        |                                     
|Adjustments to reconcile net income to cash provided by operating |                                     
|activities:                                                       |                                     
|Depreciation, depletion, amortization and accretion               |                                     
|Amortization of deferred financing costs                          |                                     
|Deferred income taxes                                             |                                     
|Gain on sale of assets                                            |                                     
|Minority interest in consolidated subsidiary                      |                                     
|Non-cash directors' compensation                                  |                                     
|Non-cash hedging adjustments                                      |                                     
|Stock compensation                                                |                                     
|Changes in certain assets and liabilities:                        |                                     
|Accounts receivable                                               |                                     
|Deposits and other current assets                                 |                                     
|Accounts payable and accrued liabilities                          |                                     
|Payment of income taxes                                           |                                     
|                                                                  |                                     
|Net Cash Provided by Operating Activities                         |                                     
|                                                                  |                                     
|CASH FLOWS FROM INVESTING ACTIVITIES:                             |                                     
|Proceeds from sale of assets, net of purchase price adjustments   |                                     
|Additions to property and equipment                               |                                     
|                                                                  |                                     
|Net Cash Used in Investing Activities                             |                                     
|                                                                  |                                     
|CASH FLOWS FROM FINANCING ACTIVITIES:                             |                                     
|Proceeds from issuance of debt                                    |                                     
|Fees paid related to financing activities                         |                                     
|Payments of principal on debt and production payment              |                                     
|Proceeds from issuance of common stock                            |                                     
|                                                                  |                                     
|Net Cash Provided by (Used in) Financing Activities               |                                     
|                                                                  |                                     
|NET DECREASE IN CASH AND CASH EQUIVALENTS                         |                                     
|CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                  |                                     
|                                                                  |                                     
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                        |                                     
|                                                                  |                                     
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                 |                                     
|Cash paid for interest                                            |                                     
|                                                                  |                                     
|Cash paid for income taxes                                        |                                     
|                                                                  |                                     
|Non-cash accruals for employee incentives                         |                                     
|                                                                  |                                     

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

4

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS For the Three Months
Ended March 31, 2005

# NOTE 1 
MANAGEMENTS REPRESENTATION

In this quarterly report on Form
10-Q, the words Magnum Hunter, company, we,
our, and us refer to Magnum Hunter Resources, Inc. and its
consolidated subsidiaries unless otherwise stated or the context otherwise requires. The
condensed consolidated balance sheet of Magnum Hunter Resources, Inc. and subsidiaries as
of March 31, 2005, the condensed consolidated statements of operations for the three
months ended March 31, 2005 and 2004, the condensed consolidated statement of
stockholders equity and comprehensive income for the three months ended March 31,
2005, and the condensed consolidated statements of cash flows for the three months ended
March 31, 2005 and 2004, are unaudited. The December 31, 2004 condensed consolidated
balance sheet information is derived from audited financial statements. In the opinion of
management, all necessary adjustments (which include only normal recurring adjustments)
have been made to present fairly the financial position at March 31, 2005, and the results
of operations for the three month period ended March 31, 2005 and 2004, changes in
stockholders equity and comprehensive income for the three months ended March 31,
2005, and cash flows for the three month periods ended March 31, 2005 and 2004.

Certain information and footnote
disclosures normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America 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 our December 31,
2004 Form 10-K. The results of operations for the three month period ended March 31, 2005
are not necessarily indicative of the operating results that will occur for the full year.

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

Magnum Hunter is a holding company
with no significant assets or operations other than our investments in our subsidiaries.
The wholly-owned subsidiaries of the company, except for Canvasback Energy, Inc., Redhead
Energy Inc. and Metrix Networks, Inc., an 80% owned subsidiary of the company,
collectively referred to as Canvasback, are direct guarantors of each of our 9.6% Senior
Notes, our Senior Bank Credit Facility (Facility) and our Floating Rate
Convertible Senior Notes (Convertible Notes), and have fully and
unconditionally guaranteed these obligations on a joint and several basis. The guarantors
comprise all of our direct and indirect subsidiaries (other than Canvasback), and we have
presented separate condensed consolidating financial statements and other disclosures
concerning the guarantors and Canvasback (See Note 10). Except for Canvasback, there is no
restriction on the ability of consolidated or unconsolidated subsidiaries to transfer
funds to the company in the form of loans or advances.

# NOTE 2  NEW
ACCOUNTING STANDARDS

The Financial Accounting Standards Board
(FASB) issued FASB Interpretation No. 47, Accounting for Conditional
Asset Retirement Obligations during March 2005. This Interpretation clarifies
certain areas of FASB Statement No. 143, Accounting for Asset Retirement
Obligations and gives more specific guidance on conditional retirement obligations
and the circumstances in which retirement obligations would not need to be recognized due
to uncertain timing or settlement methods. This Interpretation is effective for fiscal
years ending on or after December 31, 2005. The adoption of this guidance will have no
impact on our financial statements because we currently recognize all retirement
obligations related to our properties.

The SEC Staff Accounting Bulletin
(SAB) 107 was released in March 2005 to provide additional implementation and
disclosure guidance for FASB Statement No. 123(R), Share-Based Payment. This
guidance will be effective for public

5

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

companies upon their adoption of this
FASB Statement No. 123(R), which would require us to comply with this guidance beginning
January 1, 2006.

# NOTE 3 
STOCK-BASED COMPENSATION

Beginning June 1, 2003, and effective
January 1, 2003, we began expensing the fair market value of stock options newly granted,
modified or settled pursuant to SFAS No. 123, Accounting for Stock-Based
Compensation, and as allowed under the prospective method of SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure, an
amendment to SFAS No. 123. The fair value of each option granted after December 31,
2002 is estimated on the grant date, using the Black-Scholes option-pricing model. For the
three months ended March 31, 2005 and 2004, we recorded pre-tax stock compensation expense
of $321 thousand and $41 thousand, respectively, which is reflected in our general and
administrative expenses. For options granted prior to January 1, 2003, we continue to use
the intrinsic method under APB No. 25, Accounting for Stock Issued to Employees and
Related Interpretations, whereby no compensation expense is recognized for stock
options granted with an exercise price equal to the market value of our stock on the grant
date.

FASB issued Statement of Financial
Accounting Standards (SFAS) No. 123(R), Share-Based Payment during
December 2004. Under this revised guidance, all share-based equity and liability
instruments will be recorded as compensation expense based on their fair values, and all
liability instruments will be remeasured each reporting period. This guidance will be
effective for us beginning January 1, 2006. Upon adoption of this statement, we will be
required to change our method of accounting for our stock options under the modified
prospective method under which compensation expense will also be recorded on the unvested
portion of awards granted prior to 2003. At this time, we estimate the pre-tax impact of
these prior years grants on 2006 earnings to be an additional pre-tax expense of
$764 thousand.

If we had recorded stock option
expense under the fair value provisions of SFAS No. 123 for all prior and current grants,
our net income and EPS would have been as shown in the below pro forma tables (in
thousands):

|                                                         | Three Months Ended March 31,
|-------------------------------------------------------- | ----------------------------
|
|Net income, as reported                                  |                             
|Total stock-based employee compensation expense included |                             
|in reported net income, net of income taxes of $116 and  |                             
|$16, respectively                                        |                             
|Deduct:  Total stock-based employee compensation         |                             
|determined under fair value-based method for all awards, |                             
|net of income taxes of $306 and $438, respectively       |                             
|                                                         |                             
|Pro forma net income                                     |                             
|                                                         |                             
|Earnings per share:                                      |                             
|Basic - as reported                                      |                             
|                                                         |                             
|Basic - pro forma                                        |                             
|                                                         |                             
|Diluted - as reported                                    |                             
|                                                         |                             
|Diluted - pro forma                                      |                             
|                                                         |                             

# NOTE 4  GOODWILL

In June 2001, SFAS No. 141,
Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets, were issued to be effective for fiscal years beginning after December 15,
2001. Under these statements, goodwill is no longer amortized, but is subject to annual
impairment tests. We completed our annual test as of December 31, 2004 and found no
impairment. There were no changes to the carrying value of goodwill during the three
months ended March 31, 2005.

Our goodwill results from our merger
with Prize Energy Corp. (Prize), which was completed on March 15, 2002, and
the purchase price allocation was finalized as of June 30, 2003. The goodwill has been
fully allocated to our Exploration and Production segment.

6

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

# NOTE 5  ASSET
RETIREMENT OBLIGATIONS

Our asset retirement obligations
include plugging, abandonment, decommission and remediation costs, which are included in
developed oil and gas properties, production and distribution facilities and natural gas
processing plants.

The following is a reconciliation of
the asset retirement obligation liability at March 31, 2005 (in thousands):

|                                    | 
|----------------------------------- | 
|Balance at January 1, 2005          | 
|Liabilities incurred                | 
|Liabilities settled                 | 
|Liabilities sold/disposed           | 
|Accretion expense                   | 
|Change in retirement cost estimates | 
|                                    | 
|Balance at March 31, 2005           | 
|                                    | 

Of the $42.8 million in asset  retirement  obligations,  $1.9 million is included in other current  liabilities  on
our condensed consolidated balance sheet at March 31, 2005.

# NOTE 6 - EARNINGS PER SHARE INFORMATION

The following is a reconciliation of the basic and diluted earnings per share computations (in thousands, except
for per share amounts):

|                              | Three Months Ended
|----------------------------- | ------------------
|
|
|Basic EPS                     |                   
|Income available to common    |                   
|stockholders                  |                   
|                              |                   
|Effect of Dilutive Securities |                   
|Warrants                      |                   
|Options                       |                   
|Convertible Notes             |                   
|                              |                   
|Diluted EPS                   |                   
|Income available to common    |                   
|stockholders and assumed      |                   
|conversions                   |                   
|                              |                   

At March 31, 2005, options
representing 4,908,131 shares of common stock were outstanding. At March 31, 2004,
warrants representing 7,228,457 shares of common stock and options representing 5,615,287
shares of common stock were outstanding. For the three month period ended March 31, 2005,
7,228,457 shares of common stock representing warrants, and no common shares representing
options, were excluded from the diluted earnings per share calculations because the
exercise price exceeded the average market price of our common stock for these periods.
For the three month period ended March 31, 2004, 7,228,457 shares of common stock
representing warrants, and 45,000 shares of common stock representing options, were
excluded from the diluted earnings per share calculations because the exercise price
exceeded the average market price of our common stock for this period. There was a
1,875,000 share dilutive effect from our Convertible Notes at March 31, 2005, because the
average market price of our common stock during the period exceeded the conversion price.
There was no dilutive effect from our Convertible Notes at March 31, 2004 because the
average market price of our common stock during that period did not exceed the conversion
price.

7

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

# NOTE 7  DEBT

Notes payable and long-term debt at
March 31, 2005 and December 31, 2004 consisted of the following (in thousands):

|                                                              | March 31,
2005 | December 31,
2004
|------------------------------------------------------------- | -------------- | -----------------
|Long-Term Debt:                                               |                |                  
|Bank debt under revolving credit agreements, due              |                |                  
|May 2, 2007, 4.23% at March 31, 2005                          |                |                  
|Capital lease obligations                                     |                |                  
|Construction loan, due July 31, 2006, 5.36% at March 31, 2005 |                |                  
|9.6% Senior unsecured notes, due March 15, 2012               |                |                  
|Floating rate convertible senior notes, due December 15,      |                |                  
|2023, 3.01% at March 31, 2005                                 |                |                  
|                                                              |                |                  
|                                                              |                |                  
|Less:  Current portion of capital lease obligations           |                |                  
|                                                              |                |                  
|Total Long-Term Debt                                          |                |                  
|                                                              |                |                  

We have a Facility  which  provides for total  borrowings of $750 million,  on which our borrowing base was limited
to $525 million at March 31, 2005.  The level of the  borrowing  base is dependent on the  valuation by the lenders
of the assets pledged, which are primarily oil and gas reserves.

On a semi-annual  basis,  our borrowing base under our Facility is redetermined by the financial  institutions  who
have  committed to the company  based on their review of our proved oil and gas reserves and other  assets.  If the
outstanding  senior bank debt  exceeds the  redetermined  borrowing  base,  the company  must repay the excess.  We
completed  our last  redetermination  on April 12,  2005,  which  resulted in no changes to our  borrowing  base or
maximum  borrowings.  The next  redetermination  date will have an effective  date of June 30, 2005 and will have a
completion date of no later than November 10, 2005.

On February 18, 2005, our 40% owned  subsidiary,  Apple Tree  Holdings,  LLC ("Apple  Tree"),  entered into a $20.6
million  construction  loan agreement  ("Construction  Loan").  The  Construction  Loan provides  financing for the
construction  of a  processing  plant,  natural gas lateral,  carbon  dioxide  line and related  infrastructure  in
Huerfano  County,  Colorado.  The  Construction  Loan bears interest at either LIBOR plus 2.25% or a base rate plus
1.25% and will mature no later than July 31,  2006.  Total  borrowings  under this loan at March 31, 2005 were $8.9
million,  of which our share was $3.5  million.  We have  provided a guarantee to the lender for this  Construction
Loan.  In  return  for our  guarantee,  we  received  an  up-front  fee as  well as the  right  to  receive  55% of
distributable  cash  flows  from the Apple  Tree  until  certain  financial  tests are met.  In the event  that the
Construction  Loan goes into default and we have to perform under the guarantee,  we will have recourse against the
project and related  subsidiaries.  We have included $162  thousand in other current  liabilities  on our condensed
consolidated balance sheet to represent the fair value of our guarantee issued for the Construction Loan.

# NOTE 8 - HEDGING

We were  obligated  to five  crude oil  derivatives  and seven  natural  gas  derivatives  on March 31,  2005.  All
outstanding  derivatives  qualify  for cash flow  hedge  accounting  treatment  as  defined  within  SFAS No.  133,
"Accounting for Derivative  Instruments and Hedging  Activities," which requires  derivative assets and liabilities
to be recorded at their fair value on the balance  sheet with an offset for the  effective  portion of the hedge to
other comprehensive income.  Hedge ineffectiveness on cash-flow hedges is recorded in earnings.

8

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

At March 31, 2005, the fair value of the company's derivatives were as follows (in thousands):

|Derivative Liabilities | 
|---------------------- | 
|Natural gas collars    | 
|Natural gas swaps      | 
|Crude oil collars      | 
|Crude oil swaps        | 
|                       | 
|Derivative Liability   | 
|                       | 

Of the $59.0 million of derivative  liabilities,  $44.6 million is included in other current  liabilities and $14.4
million is included in long-term liabilities on our condensed consolidated balance sheet at March 31, 2005.

For the three month period ended March 31, 2005, the condensed  consolidated  statement of income includes non-cash
hedging  adjustment  losses of $112  thousand  related to hedge  ineffectiveness  on the crude oil and  natural gas
derivatives.  It is  estimated  at this time that $28.4  million,  net of income tax, of other  comprehensive  loss
will be reclassified into the consolidated statement of income during the next 12 months.

# NOTE 9 - SEGMENT DATA

We have  three  reportable  segments.  The  Exploration  and  Production  segment is  engaged  in  exploratory  and
developmental  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 that it gathers,  and the processing of natural gas liquids.  The
Oil Field  Services  segment is  engaged  in the  managing,  operation  and  monitoring  of  producing  oil and gas
properties for interest owners.

Our  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 five gathering  systems and four natural gas liquids  processing
plants  located 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, is 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.  We  evaluate
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, 2005 and 2004 follows (in thousands):

|Three Months Ended March 31, 2005:    | Exploration &
Production | Gas Gathering,
Marketing &
Processing | Oil Field
Services | All Other | Elimination | Consolidated
|------------------------------------- | ------------------------ | ------------------------------------- | ------------------ | --------- | ----------- | ------------
|Revenue from external customers       |                          |                                       | $                  | 134,884   |             | $           
|Intersegment revenues                 |                          |                                       |                    | 543       |             |             
|Depreciation, depletion, amortization |                          |                                      
|and accretion                         |                          |                                       |                    | 37,422    |             |             
|Segment profit (loss)                 |                          |                                       |                    | 64,830    |             |             
|Interest expense                      |                          |                                       |                    |           |             |             
|Other income                          |                          |                                       |                    |           |             |             
|                                      |                          |                                       |                    |           |             |             
|Income before income taxes            |                          |                                       |                    |           |             |             
|Provision for income tax expense      |                          |                                       |                    |           |             |             
|                                      |                          |                                       |                    |           |             |             
|Net income                            |                          |                                       |                    |           |             |             
|                                      |                          |                                       |                    |           |             |             

9

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

|Three Months Ended March 31, 2004:    | Exploration &
Production | Gas Gathering,
Marketing &
Processing | Oil Field
Services | All Other | Elimination | Consolidated
|------------------------------------- | ------------------------ | ------------------------------------- | ------------------ | --------- | ----------- | ------------
|Revenue from external customers       |                          |                                       | $                  | 88,817    |             | $           
|Intersegment revenues                 |                          |                                       |                    | 410       |             |             
|Depreciation, depletion, amortization |                          |                                      
|and accretion                         |                          |                                       |                    | 24,564    |             |             
|Segment profit (loss)                 |                          |                                       |                    | 42,860    |             |             
|Interest expense                      |                          |                                       |                    |           |             |             
|Other income                          |                          |                                       |                    |           |             |             
|                                      |                          |                                       |                    |           |             |             
|Income before income taxes            |                          |                                       |                    |           |             |             
|Provision for income tax expense      |                          |                                       |                    |           |             |             
|                                      |                          |                                       |                    |           |             |             
|Net income                            |                          |                                       |                    |           |             |             
|                                      |                          |                                       |                    |           |             |             

# NOTE 10  CONDENSED
CONSOLIDATING GUARANTOR FINANCIAL STATEMENTS

The company and its wholly-owned
subsidiaries, except Canvasback, are direct guarantors of our 9.6% Senior Notes,
Convertible Notes and Facility and have fully and unconditionally guaranteed these
obligations on a joint and several basis. In addition to not being a guarantor of the
companys 9.6% Senior Notes, Convertible Notes and Facility, Canvasback cannot be
included in determining compliance with certain financial covenants under the
companys Facility. We have not included separate financial statements related to the
guarantors because management has determined that they are not material to investors.
Condensed consolidating financial information for Magnum Hunter Resources, Inc. and
subsidiaries as of March 31, 2005 and December 31, 2004, and for the three-month periods
ended March 31, 2005 and 2004, was as follows:

Magnum Hunter Resources, Inc. and Subsidiaries Condensed Consolidating Balance Sheets

|As of March 31, 2005                      
|------------------------------------------
|
|ASSETS                                    
|Current assets                            
|Property and equipment                    
|(using full cost accounting)              
|Investment in subsidiaries                
|(equity method)                           
|Investment in Parent                      
|Other assets                              
|                                          
|Total assets                              
|                                          
|LIABILITIES AND STOCKHOLDERS'             
|EQUITY                                    
|Current liabilities                       
|Long-term liabilities                     
|Stockholders' equity                      
|                                          
|Total liabilities and stockholders' equity
|                                          

10

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

|As of December 31, 2004                   
|------------------------------------------
|
|ASSETS                                    
|Current assets                            
|Property and equipment                    
|(using full cost accounting)              
|Investment in subsidiaries                
|(equity method)                           
|Investment in Parent                      
|Other assets                              
|                                          
|Total assets                              
|                                          
|LIABILITIES AND STOCKHOLDERS'             
|EQUITY                                    
|Current liabilities                       
|Long-term liabilities                     
|Stockholders' equity                      
|                                          
|Total liabilities and stockholders' equity
|                                          

Magnum Hunter Resources, Inc. and Subsidiaries Condensed Consolidating Statement of Operations

|For the Three Months Ended March 31, 2005
|-----------------------------------------
|
|Revenues                                 
|Expenses                                 
|                                         
|Income before equity in net losses of    
|subsidiary                               
|Equity in net income of subsidiary       
|                                         
|Income before income taxes               
|Income tax expense                       
|                                         
|Net income                               
|                                         

|For the Three Months Ended March 31, 2004   
|--------------------------------------------
|
|Revenues                                    
|Expenses                                    
|                                            
|Income (loss) before equity in net losses of
|subsidiary                                  
|Equity in net losses of subsidiary          
|                                            
|Income (loss) before income taxes           
|Income tax (expense) benefit                
|                                            
|Net income (loss)                           
|                                            

11

# MAGNUM HUNTER
RESOURCES, INC. AND SUBSIDIARIES NOTES TO UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)For the Three Months
Ended March 31, 2005

Magnum Hunter Resources, Inc. and Subsidiaries Condensed Consolidating Statements of Cash Flows

|For the Three Months Ended March 31, 2005
|-----------------------------------------
|
|Cash flow from operating activities      
|Cash flow from investing activities      
|Cash flow from financing activities      
|                                         
|Net decrease in cash                     
|Cash at beginning of period              
|                                         
|Cash at end of period                    
|                                         

|For the Three Months Ended March 31, 2004
|-----------------------------------------
|
|Cash flow from operating activities      
|Cash flow from investing activities      
|Cash flow from financing activities      
|                                         
|Net decrease in cash                     
|Cash at beginning of period              
|                                         
|Cash at end of period                    
|                                         

# NOTE 11  COMMON
STOCK

On January 1, 2005, we granted 5,580
shares of treasury stock to the Board of Directors as payment for half of their retainer
fee for 2005. The other half will be paid in July 2005.

Magnum Hunter had 7,228,457 warrants
outstanding as of December 31, 2004, with an expiration date of March 15, 2005. Of these
warrants, 6,819,648 were exercised, providing net proceeds of approximately $102 million,
and the remaining 408,809 warrants expired.

# NOTE 12  MERGER
WITH CIMAREX

On January 26, 2005, Magnum Hunter
and Cimarex Energy, Inc. (Cimarex) announced that their respective boards of
directors had approved an agreement and plan of merger that provides for the acquisition
of Magnum Hunter by Cimarex. Closing is anticipated before the end of the second quarter
in 2005, subject to customary regulatory approvals.

Under the terms of the proposed
agreement, Magnum Hunter shareholders will receive 0.415 shares of Cimarex common stock
for each share of Magnum Hunter common stock that they own. The merger is expected to be
non-taxable to the shareholders of both companies.

Cimarex Energy Co., headquartered in
Denver, CO, is an independent oil and gas exploration and production company with
operations focused in the Mid-Continent and Gulf Coast areas of the U.S. Its principal
operations offices are located in Tulsa, New Orleans and Houston.

# NOTE 13 
SUBSEQUENT EVENT

On April 8, 2005, our Board of
Directors declared an in-kind dividend to Magnum Hunters shareholders of record at
the close of business on April 18, 2005 of the 1,384,621 units of beneficial interest of
TEL Offshore Trust owned by Magnum Hunter. The distribution of the units will be made on
May 13, 2005. The net carrying value of our TEL investment at March 31, 2005, was
approximately $6.7 million. Since we proportionately account for our investment in TEL,
the dividend, when made, will affect numerous parts of our financial statements. At April
18, 2005, the units owned by us had a fair market value of approximately $11.9 million.

12

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

On January 26, 2005, Magnum Hunter
and Cimarex Energy, Inc. (Cimarex) announced that their respective boards of
directors had approved an agreement and plan of merger that provides for the acquisition
of Magnum Hunter by Cimarex. Closing is anticipated before the end of the second quarter
in 2005, subject to customary regulatory approvals.

Under the terms of the proposed
agreement, Magnum Hunter shareholders will receive 0.415 shares of Cimarex common stock
for each share of Magnum Hunter common stock that they own. The merger is expected to be
non-taxable to the shareholders of both companies.

Cimarex Energy Co., headquartered in
Denver, CO, is an independent oil and gas exploration and production company with
operations focused in the Mid-Continent and Gulf Coast areas of the U.S. Its principal
operations offices are located in Tulsa, New Orleans and Houston.

# Results of Operations

The following discussion and analysis
should be read in conjunction with our consolidated financial statements and the notes
associated with them contained in our Form 10-K for the year ended December 31, 2004. 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 our management.

There have been no changes to our
critical accounting policies for the three month period ended March 31, 2005. For a
discussion of our other critical accounting policies, refer to our Form 10-K for the year
ended December 31, 2004.

Throughout this document, we make
statements that are classified as forward-looking. Please refer to the
Forward-Looking Statements section of this document for an explanation of
these types of assertions.

Our results of operations have been
significantly affected by our past success in acquiring oil and gas properties at or near
the bottom of the commodity price cycles and our ability to maintain or increase oil and
natural gas production through our exploration and exploitation activities. Recent
acquisitions, in a higher commodity price environment, have been made in anticipation of
increasing the recognized reserves associated with the properties. During the second half
of 2004, we purchased oil and gas properties located in the state of New Mexico as well as
170 producing wells located in the Permian Basin of West Texas. Fluctuations in oil and
gas prices and commodity hedging activities have also significantly affected the results
of our operations.

The following table sets forth
certain information with respect to our business segments:

|                                                               | Three Months Ended
March 31,
|-------------------------------------------------------------- | ----------------------------
|
|Exploration and Production Operations                          |                             
|Reported Production:                                           |                             
|Oil (Mbbls)                                                    |                             
|Gas (Mmcf)                                                     |                             
|Oil and Gas (Mmcfe)                                            |                             
|Equivalent Daily Rate (Mmcfe per day)                          |                             
|Average Sale Prices (after hedging)                            |                             
|Oil (per Bbl)                                                  |                             
|Gas (per Mcf)                                                  |                             
|Oil and Gas (per Mcfe)                                         |                             
|Hedging losses (thousands)                                     |                             
|Effect of hedging losses (per Mcfe)                            |                             
|Lease Operating Expense (per Mcfe)                             |                             
|Lifting costs                                                  |                             
|Production tax and other costs                                 |                             
|Gross margin (per Mcfe) (a)                                    |                             
|Depreciation, depletion, amortization and accretion (per Mcfe) |                             
|Segment profit (thousands)                                     |                             

13

|                                                   | Three Months Ended
March 31,
|-------------------------------------------------- | ----------------------------
|
|Gas Gathering, Marketing and Processing Operations |                             
|Throughput Volumes (Mcf per day)                   |                             
|Gathering                                          |                             
|Processing                                         |                             
|Gross margin (thousands) (a)                       |                             
|Gathering (per Mcf throughput)                     |                             
|Processing (per Mcf throughput)                    |                             
|Segment profit (thousands)                         |                             
|Oil Field Management Services                      |                             
|Segment profit (thousands)                         |                             

---

(a) Excludes depreciation, depletion, amortization and accretion.

Period to Period Comparison

For the Three Months Ended March 31, 2005 and 2004

We reported net income of $33.1  million for the three  months  ended March 31, 2005,  as compared to net income of
$19.3 million for the same period in 2004, an increase of 72%.  Total  operating  revenues  increased 47% to $147.2
million in 2005 from $100.4  million in 2004.  Operating  profit  increased 52% to $61.9 million in 2005 from $40.6
million in 2004,  and net income before  income taxes  increased 69% to $52.7 million in 2005 from $31.3 million in
2004.  The growth in operating  revenues and operating  profit was generated  principally  in our  exploration  and
production  segment,  as the  result of higher  realized  oil and gas prices  (after  hedging  effects)  and higher
production  levels in the 2005  period  compared  to the 2004  period.  We  recorded a 64%  increase  in income tax
expense to $19.6  million  ($19.1  million of which was  deferred)  for the three months in 2005 versus $12 million
($11.6  million of which was deferred) for the same period in 2004,  due to the increase in pre-tax  income.  Basic
and diluted  earnings per share were $0.38 and $0.36,  respectively  in the 2005  period,  versus basic and diluted
earnings  per share of $0.28 each in the 2004  period,  an increase of 36% and 29%,  respectively.  The increase in
net income was the  primary  factor  causing  the  increase  in basic and  diluted  earnings  per share in the 2005
period.  Common  shares used in both the basic and diluted  earnings  per share  calculation  increased  by 30% and
33%,  respectively in the 2005 period compared to the 2004 period,  partially due to the exercise of employee stock
options  and public  warrants  and the 60%  increase in the average  market  price of our common  stock in the 2005
period compared to the 2004 period,  resulting in a higher calculated  number of diluted shares  outstanding in the
2005 period.

Exploration and Production Operations:

For the three months ended March 31, 2005, we reported oil  production  of  approximately  1.1 million  barrels and
gas production of  approximately  15.3 billion cubic feet,  which represents an increase of 14% in oil produced and
an increase of 29% in gas  produced  from the  comparable  period in 2004.  Our reported  equivalent  daily rate of
production,  on a million  cubic feet per day basis  (Mmcfe per day),  increased  26% to 242.1 Mmcfe per day in the
2005  period  from  192.4  Mmcfe  per day in the  2004  period  due to the  New  Mexico  and  West  Texas  property
acquisitions  and the success of our drilling  program.  However,  our  production for the three months ended March
31,  2005 was  approximately  11  Mmcfe/day  less than we had  anticipated  for this  period,  due to  weather  and
mechanical delays.

Oil revenues  increased  73% to $49.1  million in the first  quarter of 2005 compared to $28.3 million for the same
period in 2004. The oil price received,  after hedging  effects,  was $45.73 per Bbl in the 2005 period compared to
$30.06 per Bbl in the 2004  period,  an increase of 52%.  The price  received  for oil before the effect of hedging
was $47.09 per Bbl in the 2005 period  versus  $33.59 per Bbl in the 2004 period,  an increase of 40%. Gas revenues
increased  43% to $86.2  million in the first  quarter of 2005  versus  $60.3  million for the same period in 2004.
The gas price received,  after hedging effects,  was $5.62 per Mcf in the 2005 period compared to $5.08 per Mcf for
the same  period in 2004,  an increase of 11%.  The price  received  for gas before the effect of hedging was $5.64
per Mcf in the 2005  period  versus  $5.37  per Mcf in the 2004  period,  an  increase  of 5%. We  realized  a $1.8
million  loss from hedging  activities  in the 2005 period  versus a loss of $6.8  million in the 2004  period,  an
improvement  of 74%,  due to the  expiration  of  lower-priced  commodity  hedging  contracts.  The hedge  loss per
equivalent  unit  produced  was $0.08 per Mcfe in the 2005  period  versus  $0.39  per Mcfe in the 2004  period,  a
decline of 79% in the realized loss per Mcfe.  The price received per  equivalent  unit produced  before the effect
of hedging was $6.29 per Mcfe in the 2005 period  versus  $5.45 in the 2004 period,  an increase of 15%.  Total oil
and gas revenues  increased 52% to $134.9  million in 2005 from $88.8 million in 2004.  The increase in oil and gas
revenues is  attributable  to the 15%  increase in price per Mcfe before  hedge  losses,  the 74% decrease in hedge
losses, and the 24% increase in Mcfe sold in the 2005 period versus the 2004 period.

14

From time to time,  we enter into  various  commodity  hedging  contracts  in order to reduce our  exposure  to the
volatility of oil and gas prices,  which  provides a base level of cash flow to fund capital  expenditures.  During
the first quarter of 2005,  hedging  decreased the average price we received for oil by $1.36 per Bbl and decreased
the average  price we received for gas by $0.02 per Mcf.  During the first  quarter of 2005,  we had  approximately
60 Mmcf/day of gas hedged through  cost-less  collars with a weighted  average floor price of $4.21 per Mmbtu and a
weighted  average  ceiling price of $6.85 per Mbtu.  We also had  approximately  20 Mmcf/day of gas hedged  through
swap  transactions  at a price of $6.25 per Mmbtu.  Approximately  47% of first quarter 2005 natural gas production
was hedged.  On the crude  side,  we had  approximately  1,000  Bbls/day  hedged  through  cost-less  collars  with
weighted  average  floor price of $35.00 per Bbl and a weighted  average  ceiling  price of $55.00 per Bbl. We also
had  approximately  1,000  Bbls/day of crude oil hedged  through  swap  transactions  at a price of $34.90 per Bbl.
Approximately  17% of first  quarter 2005 crude oil  production  was hedged.  For the  remainder  of 2005,  we have
approximately  60 Mmcf/day of gas hedged  through  cost-less  collars with a weighted  average floor price of $4.21
per Mmbtu and a weighted  average  ceiling  price of $6.85 per Mmbtu.  We have  approximately  20  Mmcf/day  of gas
hedged through swap  transactions  at a price of $6.25 per Mmbtu.  On the crude side, we have  approximately  1,000
Bbls/day  hedged  through  cost-less  collars with a weighted  average floor price of $35.00 per Bbl and a weighted
average  ceiling price of $55.00 per Bbl. We have  approximately  1,000  Bbls/day of crude oil hedged  through swap
transactions at a price of $34.90 per Bbl.

Lease  operating  expense  consists of lifting  costs and  production  taxes and other costs.  For the 2005 period,
lifting costs were $18.7  million  versus $13.0 million in the 2004 period,  an increase of 44%.  Production  taxes
and other  costs  increased  67% to $13.9  million in the 2005  period from $8.4  million in the 2004  period.  The
increase in lifting costs was primarily  attributable  to the New Mexico and West Texas property  acquisitions  and
new production added through our drilling  program.  Higher  remedial,  utility and service costs also caused these
costs to increase in the 2005 period.  For the 2005 period,  lifting  costs,  on a unit of production  basis,  were
$0.86 per Mcfe as  compared to $0.74 per Mcfe in the 2004  period,  an  increase  of 16%,  due to higher  workover,
remedial,  utility and service  costs in the 2005 period  compared to 2004.  Production  taxes and other costs were
$0.64 per Mcfe produced in the 2005 period  compared to $0.48 per Mcfe produced in the 2004 period,  an increase of
33%. The  increase in  production  taxes per Mcfe  produced was caused by the increase in crude oil and natural gas
prices received before hedging effects during the 2005 period compared to the 2004 period.

Our gross margin  realized from  exploration  and production  operations (oil and gas revenues less lease operating
expenses) for the 2005 period was $102.3 million,  or $4.69 per Mcfe,  compared to $67.4 million, or $3.85 per Mcfe
in the 2004 period,  an increase of 22% on a per unit of production  basis,  as a result of a 23% increase in hedge
adjusted revenue per Mcfe produced, reduced by a 23% increase in lease operating expense per Mcfe produced.

Depreciation,  depletion,  amortization  and  accretion  of oil and gas  properties  was $37.4  million in the 2005
period  versus $24.6 million in the 2004 period,  an increase of 52%. The 2005 period  included  accretion  expense
related to asset  retirement  obligations of $890 thousand  ($0.04 per Mcfe)  compared to $698 thousand  ($0.04 per
Mcfe) in the 2004 period. On a unit of production basis,  depreciation and depletion expense  (excluding  accretion
expense) was $1.68 per Mcfe  produced in the 2005 period  versus $1.36 per Mcfe  produced in the 2004 period.  This
23% increase in the equivalent  unit cost per Mcfe produced was due primarily to an increase in development  costs,
shorter  reserve life  properties  associated  with our  activities in the Gulf of Mexico,  and the cost of the New
Mexico and West Texas property acquisitions.

Segment profit for  exploration  and  production  operations was $64.8 million for the three months ended March 31,
2005 versus  $42.9  million for the same period in 2004,  an increase of 51%,  principally  due to higher  realized
crude oil and natural gas prices and higher  production  levels,  offset by higher  lease  operating  expenses  and
higher depreciation, depletion, amortization and accretion expense.

Gathering, Marketing, and Processing Operations:

For the three months ended March 31, 2005,  our gas  gathering  system  throughput  was 25.1  Mmcf/day  versus 15.1
Mmcf/day  for the same period in 2004,  an increase of 66%,  due to the  operations  of two new  gathering  systems
beginning  in late 2004.  Gas  processing  throughput  was 24.0  Mmcf/day in 2005 versus 25.7  Mmcf/day in 2004,  a
decrease of 7% due to normal production declines on wells supplying the plants.

15

Revenues from gas gathering,  marketing,  and  processing  increased 11% to $10.6 million in the 2005 period versus
$9.5 million in the 2004 period.  Operating  costs for the gas  gathering,  marketing and  processing  segment were
$7.3  million in the 2005 period and $6.6  million in the 2004  period,  an increase of 12%.  The revenue  increase
was the result of higher  natural  gas and  natural  gas  liquids  prices in the 2005  period  compared to the 2004
period.

The gross margin  realized  from gas  gathering,  marketing,  and  processing  for the 2005 period was $3.3 million
versus $2.9 million in the 2004 period,  an increase of 11%.  The gas  gathering  margin was $0.13 per Mcf gathered
in 2005  versus  $0.21  per Mcf in 2004  due to  lower  margins  per  Mcfe on the new  gathering  systems.  The gas
processing margin was $1.36 per Mcf in 2005 compared to $1.13 per Mcf in 2004 due to higher commodities pricing.

Depreciation expense for gas gathering,  marketing,  and processing operations was 8% higher for the 2005 period at
$631 thousand  versus $583 thousand for the same period in 2004 due to the new gathering  systems and other capital
additions.

Segment profit for gas gathering,  marketing,  and processing operations was $2.6 million in the 2005 period versus
$2.4 million for the 2004 period, an increase of 11%, principally due to higher commodity prices.

Oil Field Management Services Operations:

Revenues  from oil field  management  services  decreased  14% to $1.8 million in the first  quarter of 2005 versus
$2.0 million in the first  quarter of 2004.  The majority of this  decrease is due to lower  revenues  generated by
our  majority-owned  subsidiary,  Metrix Networks,  Inc.  ("Metrix").  We have an 80% controlling  interest in this
entity.

Operating  costs  decreased  14% to $1.2 million in 2005 from $1.4 million in 2004,  primarily  due to decreases in
Metrix operating expenses.

The gross margin for this segment in 2005 was $514  thousand  versus $595  thousand in 2004, a decrease of 14%, due
to Metrix.

Depreciation  expense was $277 thousand in the 2005 period  versus $283 thousand in the 2004 period,  a decrease of
2%, due to some equipment becoming fully depreciated or sold during 2004 and 2005.

Segment profit was $237 thousand for the three months in 2005 versus $312 thousand for the same period in 2004.

Depreciation, Depletion, Amortization and Accretion:

Total  depreciation,  depletion,  amortization  and  accretion  expense was $38.3 million in the 2005 period versus
$25.5  million in the 2004 period,  an increase of 50%.  This is primarily  the result of the  increased  depletion
and  accretion  rates in our  exploration  and  production  segment  due to the New Mexico and West Texas  property
acquisitions, higher development costs, and shorter reserve life properties offshore.

General and Administrative Expenses:

General and  administrative  expenses  for the 2005 period  increased  51% to $7.7 million from $5.1 million in the
2004 period.  The  principal  reasons for this  increase  were a $389  thousand  decrease in salaries and incentive
compensation  expenses  principally due to the planned merger,  a $762 thousand  increase in consulting fees due to
the merger, a $187 thousand  increase in accounting  fees, a $259 thousand  increase in Board of Directors' fees, a
$792 thousand  increase in expenses  related to  Sarbanes-Oxley  compliance,  and a $1.0 million  increase in legal
fees due to the search for strategic alternatives, the planned merger, and management changes.

Other Income and Expenses:

Other income was $501 thousand for the 2005 period  versus $222  thousand in the 2004 period,  an increase of 126%,
primarily the result of receipts for  guarantee  fees and lawsuit  settlements  in 2005.  The company  recognized a
$112  thousand  loss in other  non-cash  hedging  adjustments  in the 2005 period versus a $94 thousand gain in the
2004 period. In the 2005 period,  the entire loss relates to hedge  ineffectiveness,  while a gain of $198 thousand
relates to  amortization  of commodity  hedge assets  acquired in the Prize merger and a loss of $104  thousand was
due to hedge ineffectiveness during the 2004 period.

16

Interest  expense was $9.6  million for the 2005 period  versus $9.7  million for the 2004  period,  a reduction of
1%. Our weighted  average  interest  rate paid under our  Facility  was 4.3% in the 2005 period  versus 3.3% in the
2004 period.  Our overall  weighted  average interest rate (excluding costs associated with the early retirement of
debt) was 6.1% in the 2005 period versus 6.5% in the 2004 period.

The  effective tax rate was 37.3% and 38.4% for the three months ended March 31, 2005 and 2004,  respectively.  The
variance  from the statutory  rate of 35% was  primarily  due to state income taxes and  permanent tax  differences
associated  with our KSOP Plan.  We also  reduced our blended  state income tax rate from 2.875% to 1.2% during the
fourth  quarter  of 2004 due to a change in  estimate  of the amount of income  from our  offshore  properties  and
properties  held by a limited  partnership  which are not subject to state  income  taxes.  This  resulted in lower
state tax rates being used during the first quarter of 2005 than during the similar period in 2004.

Liquidity and Capital Resources

CASH FLOW AND WORKING  CAPITAL.  Net cash  provided by  operating  activities  for the three months ended March 31,
2005  increased  $10.8  million to $68.9  million,  from $58.2  million for the same period  during 2004.  The main
contributor  of this increase was our  substantial  increase in net income in the 2005 period.  Please refer to our
period to period comparisons in the above sections for an analysis of this increase by operating segment.

Our net working  capital  position at March 31, 2005 was a deficit of $15.7  million.  On that date,  we had $302.5
million  available to be drawn under our $525 million  Facility.  A large factor in our working  capital deficit at
March 31, 2005 is our current  derivative  liability of $44.6  million,  partially  offset by current  deferred tax
assets of $16.1  million,  which we have  recorded  on our  hedged  positions  for the next  twelve  months  due to
continued  increases in commodities  prices over our hedged ceiling prices. If actual  commodities  prices realized
remain higher than our hedged ceiling prices on these  positions,  our resulting  higher cash proceeds  received on
our production should offset any actual amounts paid out related to these liabilities.

INVESTING  ACTIVITIES.  Net cash used in investing  activities  was $91.6  million in the 2005 three month  period.
We made capital  expenditures of $93.0 million under our capital budget during 2005. Our capital  expenditures  are
discussed in further  detail below.  For 2005,  we also received  proceeds from the sales of property and equipment
of $1.3 million, net of certain purchase price adjustments related to 2004 divestitures.

In the 2004  three  month  period,  net cash used in  investing  activities  was  $59.2  million.  We made  capital
expenditures  of $59.7 million under our capital  budget  during 2004.  Additionally  during 2004, we also received
proceeds from the sales of property and  equipment of $528  thousand,  net of certain  purchase  price  adjustments
related to both 2003 and 2004 divestitures.

FINANCING  ACTIVITIES.  Net cash  provided by  financing  activities  was $10.3  million for the three month period
ending March 31,  2005.  We borrowed a total of $24.5  million,  and we repaid  borrowings  of $122.9  million.  We
paid $81 thousand in fees  related to our  Facility  and  received  net proceeds  from the issuance of common stock
pursuant to our employee stock option plans and exercise of public warrants of $108.7 million.

Net cash used in financing  activities  was $11.1  million for the three month period in 2004.  We borrowed a total
of $26.5 million during the period and repaid  borrowings of $42.0  million.  We paid $106 thousand in fees related
to our Facility and received net proceeds from the issuance of common stock  pursuant to our employee  stock option
plans of $4.5 million.

CAPITAL  RESOURCES.  The following  discussion of Magnum Hunter's  capital  resources refers to the company and our
affiliates.  Internally  generated  cash flow and the borrowing  capacity  under our Facility are our major sources
of liquidity.  From time to time, we may also sell  non-strategic  properties  in order to increase  liquidity.  In
addition,  we may use other  sources of capital,  including the issuance of  additional  debt  securities or equity
securities,  as sources to fund  acquisitions  or other  specific  needs.  In the past,  we have  accessed both the
public and private capital markets to provide  liquidity for specific  activities and general  corporate  purposes.
We currently have  approximately  $23.2 million available  remaining under our current shelf  registration with the
Securities and Exchange Commission.

17

At March 31,  2005,  we had  $302.5  million  available  under our  Facility  which  had a  borrowing  base of $525
million.

On a semi-annual  basis,  our borrowing base under our Facility is redetermined by the financial  institutions  who
have  committed to the company  based on their review of our proved oil and gas reserves and other  assets.  If the
outstanding  senior bank debt  exceeds the  redetermined  borrowing  base,  the company  must repay the excess.  We
completed  our last  redetermination  on April 12,  2005,  which  resulted to no changes in our  borrowing  base or
maximum  borrowings.  The next  redetermination  date will have an effective  date of June 30, 2005 and will have a
completion date of no later than November 10, 2005.

On February 18, 2005, our 40% owned  subsidiary,  Apple Tree  Holdings,  LLC ("Apple  Tree"),  entered into a $20.6
million  construction  loan agreement  ("Construction  Loan").  The  Construction  Loan provides  financing for the
construction  of a  processing  plant,  natural gas lateral,  carbon  dioxide  line and related  infrastructure  in
Huerfano  County,  Colorado.  The  Construction  Loan bears interest at either LIBOR plus 2.25% or a base rate plus
1.25% and will mature no later than July 31,  2006.  Total  borrowings  under this loan at March 31, 2005 were $8.9
million, of which our share was $3.5 million.

On January 1, 2005,  we granted  5,580  shares of treasury  stock to the Board of  Directors as payment for half of
their retainer fee.  The other half will be paid in July 2005.

Magnum Hunter had 7,228,457  warrants  outstanding  as of December 31, 2004,  with an expiration  date of March 15,
2005. Of these warrants,  6,819,648 were exercised,  providing net proceeds of  approximately  $102 million and the
remaining 408,809 warrants expired.

Our internally generated cash flow, results of operations, and financing for our operations are substantially
dependent on oil and gas prices.  To the extent that oil and gas prices decline, our earnings and cash flows may
be adversely affected.  This adverse effect may be mitigated by our commodity hedging activities.  We believe
that our cash flow from operations, existing working capital, and availability under our Facility will be
sufficient to meet interest payments and to fund the capital expenditure budget for the year 2005.

CAPITAL  EXPENDITURES.  During the three month period in 2005, our total capital  expenditures  were $93.0 million.
Exploration activities accounted for $23.4 million,  development  activities accounted for $61.9 million,  property
acquisitions  accounted for $6.8 million,  and additions to other assets accounted for $855 thousand of the capital
expenditures.  We  participated  in the  drilling  of 41 wells  during  the 2005  period,  of which 38 were  deemed
commercial,  for a 93% overall  success rate. Of the 41 wells drilled,  8 were  exploratory  wells, of which 6 were
successful,  and 33 were  development  wells,  32 of which  were  successful.  As of March 31,  2005,  we had total
unproved oil and gas property costs of $112.0 million.

Our Board of  Directors  approved  a capital  budget of up to $250  million  for  calendar  year  2005.  We are not
contractually  obligated  to  proceed  with any of our  material  budgeted  capital  expenditures.  The  amount and
allocation  of future  capital  expenditures  will depend on a number of factors that are not  entirely  within our
control or ability to forecast,  including  drilling  results,  oilfield service costs,  partner capital plans, and
changes in oil and gas prices.  As a result,  actual  capital  expenditures  may vary  significantly  from  current
expectations.  We  anticipate  that  this  budget  will be  funded  by our cash  flow  from  operations  as well as
utilization  of our  Facility.  In the  normal  course  of  business,  we  review  opportunities  for the  possible
acquisition of oil and gas reserves and activities related thereto.  When potential  acquisition  opportunities are
deemed  consistent  with our growth  strategy,  bids or offers in amounts  and with terms  acceptable  to us may be
submitted.  It is  uncertain  whether any such bids or offers  which may be  submitted by us from time to time will
be acceptable to the sellers.  In the event of a future  significant  acquisition,  utilizing  cash, we may require
additional financing in connection therewith.

RECENT  TRENDS.  The  following is a discussion of recent  trends we consider  important and our  assessment of the
impact of these trends on our business plan.

Commodity   prices.   Since   mid-year   2002,   crude  oil  and  natural  gas  commodity   prices  have  increased
significantly.  We believe  that natural gas prices  (NYMEX  index) will  average  between  $4.00 and $7.00 per Mcf
over the next  several  years and will  likely  remain  volatile.  We have  based our 2005  capital  and  operating
budgets on prices of approximately  $6.22 per Mcf. Crude oil prices have recently increased  significantly,  but in
our view are much more variable due to worldwide political and economic factors.  For 2005 budgeting  purposes,  we
have assumed crude prices will average  approximately  $45.60 per Bbl (NYMEX index).  Our production mix is largely
natural gas, and therefore our gross margins are largely driven by natural gas prices.

18

Interest  rates.  We have  experienced an unusually low interest rate  environment  for the past several years.  We
expect  interest rates to increase  moderately  over the next several  years.  By December 31, 2005, we expect that
approximately  39% of our  debt  will be fixed  at 9.6%  through  at least  2007  and  potentially  2012,  with the
remaining 61% to be variable rate debt.

Depreciation,  depletion,  amortization and accretion (DD & A).  Our exploration and production segment DD&A rate has
increased an annual average of 14% per year since 1999.  This increase is primarily  attributable  to our increased
capital  expenditures in the offshore Gulf of Mexico region,  where our finding and development  costs per unit are
higher than our  average  finding  and  development  costs per unit have been  historically  onshore.  We expect to
continue to spend a  significant  percentage of our total  capital  expenditures  budget on offshore Gulf of Mexico
projects  due to  economic  parameters  experienced  in that  region.  Assuming  similar  results  in our  drilling
activities  and reserve  recognition to what we have been  achieving,  we would expect our DD&A rate to continue to
increase.

Management's  assessment  of the impact of these  trends on our business  plan.  We have  concentrated  our capital
budget in areas where we expect to realize the highest financial  benefits,  including rate of return and return on
capital  deployed.  As such,  we have  dedicated  significant  portions  of our capital  expenditure  budget to the
offshore Gulf of Mexico region and onshore in the Southeast New Mexico area over the past several years.

We  have  significant  exploration,   development  and  exploitation   opportunities  both  onshore  and  offshore.
Management  continues to monitor  commodity prices,  finding and development costs and interest rates,  among other
factors,  to determine  both the total dollars to be spent and the  allocation  of these dollars among  alternative
projects  within the capital  budget.  Even if DD&A rates and interest  rates  continue to increase,  and commodity
price  increases in turn offset these  expenses,  then we would expect to continue our current  business  plan.  We
believe we have significant flexibility in the management of our cash flows.

FORWARD-LOOKING  STATEMENTS.  This Form 10-Q and the information  incorporated by reference contain statements that
constitute  "forward-looking  statements"  within the meaning  Section 27A of the Securities Act and Section 21E of
the  Securities  Exchange  Act. The words  "expect,"  "project,"  "estimate,"  "believe,"  "anticipate,"  "intend,"
"budget," "plan,"  "forecast,"  "predict," and other similar  expressions are intended to identify  forward-looking
statements.  These statements  appear in a number of places and include  statements  regarding our plans,  beliefs,
or current expectations, including the plans, beliefs, and expectations of our officers and directors.

When  considering  any  forward-looking  statement,  one should keep in mind the risk  factors that could cause our
actual results to differ  materially  from those  contained in any  forward-looking  statement.  Important  factors
that could cause actual results to differ  materially from those in the  forward-looking  statements herein include
the timing and extent of changes in  commodity  prices for oil and gas,  operating  risks and other risk factors as
described in our Annual  Report on Form 10-K as filed with the  Securities  and Exchange  Commission.  Furthermore,
the  assumptions  that  support  our  forward-looking  statements  are based  upon  information  that is  currently
available  and is  subject  to  change.  We  specifically  disclaim  all  responsibility  to  publicly  update  any
information  contained  in a  forward-looking  statement  or any  forward-looking  statement  in its  entirety  and
therefore disclaim any resulting liability for potentially related damages.

All  forward-looking  statements  attributable to Magnum Hunter  Resources,  Inc. are expressly  qualified in their
entirety by this cautionary statement.

Inflation and Changes in Prices

Our results of operations and cash flow have been,  and will continue to be,  affected by the volatility in oil and
gas prices.  Should we experience a significant  increase in oil and gas prices that is sustained  over a prolonged
period,  we would  expect that there would also be a  corresponding  increase in oil and gas finding  costs,  lease
acquisition costs, and operating expenses.

We market oil and gas for our own account,  which  exposes us to the  attendant  commodities  risk.  A  significant
portion of our gas  production  is currently  sold to end-users  either (i) on the spot market on a  month-to-month
basis at prevailing  spot market prices or (ii) under long-term  contracts based on current spot market prices.  We
normally sell our oil under month-to-month contracts to a variety of purchasers.

19

Hedging

We were  obligated  to five  crude oil  derivatives  and seven  natural  gas  derivatives  on March 31,  2005.  All
outstanding  derivatives  qualify for cash flow hedge  accounting  treatment as defined  within SFAS No. 133, which
requires  derivative  assets and liabilities to be recorded at their fair value on the balance sheet with an offset
for the effective part of the hedge to other  comprehensive  income.  Hedge  ineffectiveness on cash-flow hedges is
recorded in earnings.

At March 31, 2005, the fair value of the company's derivatives were as follows (in thousands):

|Derivative Liabilities | 
|---------------------- | 
|Natural gas collars    | 
|Natural gas swaps      | 
|Crude oil collars      | 
|Crude oil swaps        | 
|                       | 
|Derivative Liability   | 
|                       | 

For the three month period ended March 31, 2005, the condensed  consolidated  statement of income includes non-cash
hedging  adjustment  losses of $112  thousand  related to hedge  ineffectiveness  on the crude oil and  natural gas
derivatives.  It is  estimated  at this time that $28.4  million,  net of income tax, of other  comprehensive  loss
will be reclassified into the consolidated statement of income during the next 12 months.

New Accounting Standards

The Financial  Accounting  Standards Board ("FASB") issued FASB  Interpretation No. 47, "Accounting for Conditional
Asset Retirement  Obligations"  during March 2005. This  Interpretation  clarifies  certain areas of FASB Statement
No. 143, "Accounting for Asset Retirement  Obligations" and gives more specific guidance on conditional  retirement
obligations  and the  circumstances  in  which  retirement  obligations  would  not  need to be  recognized  due to
uncertain  timing or  settlement  methods.  This  Interpretation  is effective  for fiscal years ending on or after
December 31, 2005.  The  adoption of this  guidance  would have no impact on our  financial  statements  because we
currently recognize all retirement obligations related to our properties.

The SEC Staff Accounting  Bulletin ("SAB") 107 was released in March 2005 to provide additional  implementation and
disclosure  guidance for FASB  Statement No.  123(R),  "Share Based  Payment."  This guidance will be effective for
public  companies upon their  adoption of this FASB Statement No. 123(R),  which would cause us to comply with this
guidance January 1, 2006.

Item 3.  Qualitative and Quantitative Disclosure About Market Risk

Our  operations  are exposed to market  risks  primarily  as a result of changes in  commodity  prices and interest
rates.  We do not use derivative financial instruments for speculative or trading purposes.

Commodity  Price  Hedging  Contracts.  We produce,  purchase,  and sell crude oil,  natural  gas,  condensate,  and
natural gas liquids.  As a result,  our financial  results can be significantly  impacted as these commodity prices
fluctuate  widely in response to changing market forces and conditions.  We have previously  engaged in oil and gas
hedging  activities and intend to continue to consider  various hedging  arrangements to realize  commodity  prices
that we consider  favorable.  The company engages in hedging  contracts for a portion of its oil and gas production
through  various  contracts  ("Hedging  Agreements").  The  primary  objective  of these  activities  is to protect
against significant decreases in price during the term of the hedge.

The Hedging  Agreements  provide for separate  contracts tied to the New York Mercantile  Exchange  ("NYMEX") light
sweet crude oil and Henry Hub natural  gas,  and the Inside FERC  natural  gas index price  posting  ("Index").  In
addition to fixed price swaps,  we have combined  option  contracts that have agreed upon price floors and ceilings
("Cost-less  collars").  To the extent the Index price exceeds the contract ceiling,  we pay the spread between the
ceiling and the Index price  applied to the related  contract  volumes.  To the extent the contract  floor  exceeds
the Index,  we receive the spread  between the contract  floor and the Index price applied to the related  contract
volumes.

20

To the extent we receive the spread  between the  contract  price and the Index price  applied to related  contract
volumes,  we have a credit risk in the event of  nonperformance  of the  counterparty  to the agreement.  We do not
anticipate any material impact to our results of operations as a result of nonperformance by such parties.

The following is a summary of the company's open commodity hedge contracts as of March 31, 2005:

|Commodity   | Type | Volume/Day | Duration | Weighted Average
Price
|----------- | ---- | ---------- | -------- | ----------------------
|Natural Gas |      |            | Collar   |                       
|Natural Gas |      |            | Swap     |                       
|Natural Gas |      |            | Collar   |                       
|Crude Oil   |      |            | Swap     |                       
|Crude Oil   |      |            | Collar   |                       
|Crude Oil   |      |            | Collar   |                       

Based on future market prices at
March 31, 2005, the fair value of open commodity hedging contracts was a net liability of
$59.0 million. If future market prices were to increase 10% from those in effect at March
31, 2005, the fair value of open contracts would be a net liability of $85.7 million. If
future market prices were to decline 10% from those in effect at March 31, 2005, the fair
value of the open contracts would be a net liability of $33.2 million.

At inception, due to company policy,
commodity hedge positions may not exceed 75% of natural gas and 90% of crude oil
forecasted current (18 months) commodity production. For non-current (greater than 18
months) commodity production, at inception, commodity hedge positions for natural gas and
crude oil may not exceed 75% of forecasted production for each product. Unhedged portions
of our natural gas and crude oil production will be subject to market price fluctuations.
There are restrictions on our hedging programs under our Facility.

Fixed and Variable Rate Debt.The company uses fixed and variable rate debt to partially finance budgeted
expenditures. These agreements expose the company to market risk related to changes in
interest rates.

The following table presents the
carrying and fair value of the companys debt along with average interest rates as of
March 31, 2005. Fair values are calculated as the net present value of the expected cash
flows of the financial instruments, except for the fixed rate Senior Notes and the
Convertible Notes, which are valued at their last traded value before March 31, 2005.

|Expected Maturity Dates | 2005 | 2006-7 | 2012 | 2023 | Total | Fair Value
|----------------------- | ---- | ------ | ---- | ---- | ----- | ----------
|
|                        |      |        |      |      |       |           
|Variable Rate Debt:     |      |        |      |      |       |           
|Facility (a)            |      |        | $    | --   |       | $         
|Convertible Notes (b)   |      |        |      | --   |       |           
|Capital Lease (c)       |      |        |      | 761  |       |           
|Construction Loan (d)   |      |        |      | --   |       |           
|                        |      |        |      |      |       |           
|Fixed Rate Debt:        |      |       
|Senior Notes (e)        |      |        | $    | --   |       | $         

---

|    | 
|--- | 
|
|(a) | 
|(b) | 
|    | 
|    | 
|    | 
|(c) | 
|(d) | 
|(e) | 

21

Item 4.  Controls and Procedures

Our chief  executive  officer and chief  financial  officer have reviewed and evaluated  the  effectiveness  of the
company's  disclosure  controls and procedures [as defined in Rules  240.13a-15(e) and 15d-15(e)  promulgated under
the Securities  Exchange Act of 1934] as of the end of the period covered by this quarterly  report.  Based on that
review and  evaluation,  which  included  inquiries  made to certain  other  employees  of the  company,  the chief
executive officer and chief financial officer have concluded that our current  disclosure  controls and procedures,
as designed and implemented,  are effective to ensure that they are provided with material  information relating to
the company  required to be disclosed in the reports the company  files or submits  under the  Securities  Exchange
Act of 1934.  There have not been any significant  changes in our internal  controls or in other factors that could
significantly  affect these controls  subsequent to the date of their evaluation.  However,  we have been reviewing
all of our significant  internal  controls and are in the process of improving some of our procedures and processes
related to our internal controls.

22

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

|Number     | Description of Exhibit                                                                                    
|---------- | ----------------------------------------------------------------------------------------------------------
|3.1 & 4.1  | Articles of Incorporation (Incorporated by reference to Registration Statement on Form S-18, File No.     
|           | 33-30298-D).                                                                                              
|3.2 & 4.2  | Articles of Amendment to Articles of Incorporation (Incorporated by reference to Form 10-K for the year   
|           | ended December 31, 1990).                                                                                 
|3.3 & 4.3  | Articles of Amendment to Articles of Incorporation (Incorporated by reference to Registration Statement on
|           | Form SB-2, File No. 33-66190).                                                                            
|3.4 & 4.4  | Articles of Amendment to Articles of Incorporation (Incorporated by reference to Registration Statement on
|           | Form S-3, File No. 333-30453).                                                                            
|3.5 & 4.5  | Articles of Amendment to Articles of Incorporation (Incorporated by reference to Form 10-K for the year   
|           | ended December 31, 2001).                                                                                 
|3.6 & 4.6* | Amended and Restated By-Laws                                                                              
|3.7 & 4.7  | Certificate of Designation of 1996 Series A Preferred Stock (Incorporated by reference to Form 8-K dated  
|           | December 26, 1996, filed January 3, 1997).                                                                
|3.8 & 4.8  | Amendment to Certificate of Designation for 1996 Series A Convertible Preferred Stock (Incorporated by    
|           | reference to Registration Statement on Form S-3, File No. 333-30453).                                     
|4.9        | Form of Warrant Agreement by and between Magnum Hunter Resources, Inc. and American Stock Transfer & Trust
|           | Company, as warrant agent (Incorporated by reference to Registration Statement on Form S-3, File No.      
|           | 333-82552).                                                                                               
|4.10       | Indenture, dated March 15, 2002, between Magnum Hunter Resources, Inc., the subsidiary guarantors named   
|           | therein and Bankers Trust Company, as Trustee (Incorporated by reference to Form 10-K for the year ended  
|           | December 31, 2001).                                                                                       
|4.11       | Form of 9.6% Senior Note due 2007 (included in Exhibit 4.10).                                             
|4.12       | Indenture dated December 15, 2003 between Magnum Hunter Resources, Inc., the subsidiary guarantors named  
|           | therein and Deutsche Bank Trust Company Americas, as Trustee.                                             
|4.13       | Form of Floating Rate Convertible Senior Notes due 2023 (included in Exhibit 4.12).                       
|4.14       | Shareholder Rights Agreement dated as of January 6, 1998 by and between Magnum Hunter Resources, Inc. and 
|           | Securities Transfer Corporation, as Rights Agent (Incorporated by reference to Form 8-K dated January 7,  
|           | 1998, filed January 9, 1998).                                                                             
|10.1       | Fourth Amended and Restated Credit Agreement dated March 15, 2002, as amended, between                    
|           | Magnum Hunter Resources, Inc. and Bankers Trust Company, et al (Incorporated by reference to Form 10-K for
|           | the year ended December 31, 2001).                                                                        
|10.2       | First Amendment to Fourth Amended and Restated Credit Agreement, dated April 19, 2002 between             
|           | Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by reference 
|           | to Form 10-K for the year ended December 31, 2003).                                                       
|10.3       | Second Amendment to Fourth Amended and Restated Credit Agreement, dated July 3, 2002 between              
|           | Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al (Incorporated by reference  
|           | to Form 10-K for the year ended December 31, 2003).                                                       
|10.4       | Third Amendment to Fourth Amended and Restated Credit Agreement, dated August 28, 2002 between Magnum     
|           | Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by reference to     
|           | Form 10-K for the year ended December 31, 2003).                                                          
|10.5       | Fourth Amendment to Fourth Amended and Restated Credit Agreement, dated September 6, 2002 between Magnum  
|           | Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by reference to     
|           | Form 10-K for the year ended December 31, 2003).                                                          
|10.6       | Waiver and Fifth Amendment to Fourth Amended and Restated Credit Agreement, dated November 20, 2002       
|           | between Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by   
|           | reference to Form 10-K for the year ended December 31, 2003).                                             
|10.7       | Waiver and Sixth Amendment to Fourth Amended and Restated Credit Agreement, dated May 2, 2003 between     
|           | Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al (Incorporated by reference  
|           | to Form 10-K for the year ended December 31, 2003).                                                       
|10.8       | Seventh Amendment to Fourth Amended and Restated Credit Agreement, dated August 8, 2003 between Magnum    
|           | Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by reference to     
|           | Form 10-K for the year ended December 31, 2003).                                                          

|       |                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------
|10.9   | Waiver and Eighth Amendment to Fourth Amended and Restated Credit Agreement, dated October 31, 2003       
|       | between Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by   
|       | reference to Form 10-K for the year ended December 31, 2003).                                             
|10.10  | Ninth Amendment to Fourth Amended and Restated Credit Agreement, dated December 10, 2003                  
|       | between Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al (Incorporated by    
|       | reference to Form 10-K for the year ended December 31, 2003).                                             
|10.11  | Tenth Amendment to Fourth Amended and Restated Credit Agreement, dated April 30, 2004 between             
|       | Magnum Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al (Incorporated by reference  
|       | to Form 10-Q for the period ended March 31, 2004).                                                        
|10.12  | Eleventh Amendment to Fourth Amended and Restated Credit Agreement, dated July 15, 2004 between Magnum    
|       | Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by reference to     
|       | Form 10-Q for the period ended June 30, 2004.)                                                            
|10.13  | Twelfth Amendment to Fourth Amended and Restated Credit Agreement, dated October 15, 2004 between Magnum  
|       | Hunter Resources, Inc. and Deutsche Bank Trust Company Americas, et al. (Incorporated by reference to     
|       | Form 10-Q for the period ended September 30, 2004.)                                                       
|10.14* | Limited Waiver and Consent dated March 3, 2005 between Magnum Hunter Resources, Inc. and Deutsche Bank    
|       | Trust Company Americas, et al.                                                                            
|10.15 | Employment Agreement for Gary C. Evans as amended. (Incorporated by reference to Form 10-Q for the period 
|       | ended September 30, 2004.)                                                                                
|10.16 | Employment Agreement for Richard R. Frazier. (Incorporated by reference to Form 10-Q for the period       
|       | ended September 30, 2004.)                                                                                
|10.17 | Employment Agreement for Chris Tong (Incorporated by reference to Form 10-K for the fiscal year-          
|       | end December 31, 2002).                                                                                   
|10.18 | Employment Agreement for R. Douglas Cronk (Incorporated by reference to Form 10-K for the fiscal          
|       | year-end December 31, 2002).                                                                              
|10.19 | Employment Agreement for Charles Erwin (Incorporated by reference to Form 10-K for the fiscal             
|       | year-end December 31, 2002).                                                                              
|10.20 | Employment Agreement for Morgan F. Johnston.(Incorporated by reference to Form 10-Q for the period        
|       | ended September 30, 2004.)                                                                                
|10.21  | 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).                                                      
|10.22  | 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 fiscal year-end December 31, 1998,  
|       | filed April 14, 1999).                                                                                    
|10.23  | Agreement of Limited Partnership of Mallard Hunter, L.P., dated May 23, 2000 (Incorporated by reference to
|       | Form 10-Q/A for the period ended June 30, 2000, filed November 30, 2000).                                 
|21     | Subsidiaries of the Registrant (Incorporated by reference to Form 10-K for the period ended December 31,  
|       | 2001.                                                                                                     
|31.1*  | Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002, signed by Richard R. Frazier         
|31.2*  | Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002, signed by M. Bradley Davis           
|32.1*  | Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 signed by Richard R. Frazier          
|32.2*  | Certification pursuant to Section 906 of Sarbanes-Oxley Act of 2002 signed by M. Bradley Davis            

---

*   Filed herewith

(b)    
          Reports on Form 8-K

During the three months ended March 31, 2005, we furnished the following Current Reports on Form 8-K:

1.    
          Report on Form 8-K filed January 26, 2005 reporting on Items 8 and 9.

2.    
          Report on Form 8-K filed January 28, 2005 reporting on Items 1 and 9.

3.    
          Report on Form 8-K filed February 16, 2005 reporting on Items 2, 8 and 9.

4.    
          Report on Form 8-K filed March 11, 2005 reporting on Items 5 and 8.

5.    
          Report on Form 8-K filed March 18, 2005 reporting on Items 8 and 9.

6.    
          Report on Form 8-K filed March 24, 2005 reporting on Items 8 and 9.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|MAGNUM HUNTER RESOURCES, INC.
|-----------------------------
|                             
|By                           
|                             
|By                           
|                             
|By                           
|                             
|By                           

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