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

                                   Form 10-Q/A

(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, 2000
                                 ----- --- ----

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


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


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


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


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

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


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

     State the number of shares  outstanding of each of the issuer's  classes of
common equity, as of May 9, 2000: 19,699,086.
<PAGE>

                         PART I -- FINANCIAL INFORMATION

Item 1. Financial Statements
----------------------------

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

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

     Subsequent to the issuance of the consolidated financial statements for the
period  ended March 31,  2000,  the  Company's  management  determined  that the
Company's  loans to a  shareholder  and  transactions  involving  the  Company's
Employee  Stock  Option  Plan  ("ESOP")  should  have  been  accounted  for as a
reduction  in  Stockholders'  Equity  rather than as assets.  In  addition,  the
Company determined that common shares acquired by the ESOP but not yet allocated
to participants should not have been considered outstanding in the determination
of the number of shares included in the calculation of loss per common share. As
a result, the accompanying  consolidated financial statements have been restated
from the amounts previously reported.

     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.  We use the terms
"Magnum  Hunter",  "Company",  "we",  "us" and "our" to refer to  Magnum  Hunter
Resources,  Inc.  and  its  consolidated  subsidiaries.  We also  use  the  term
"Bluebird" to refer to Bluebird Energy Inc., our  wholly-owned  subsidiary which
is not a guarantor of our 10% senior notes.

     The following  discussion and analysis  should be read in conjunction  with
Magnum Hunter's consolidated  financial statements and the notes associated with
them  contained  in its Form 10-K for the year ended  December  31,  1999.  This
discussion  should not be construed to imply that the results  discussed  herein
will necessarily  continue into the future or that any conclusion reached herein
will necessarily be indicative of actual operating  results in the future.  Such
discussion  represents only the best present  assessment by management of Magnum
Hunter.

     On  December  31,  1998,  the Company  through  its 100% owned  subsidiary,
Bluebird,  acquired from Spirit Energy 76 ("Spirit 76") natural gas reserves and
associated  assets in producing  fields  located in Oklahoma and Texas.  The net
purchase  price was  approximately  $25 million  after  certain  purchase  price
adjustments,  including preferential rights exercised by third parties and other
customary  adjustments.  As part of the capitalization of Bluebird,  the Company
contributed  1,840,271 units of TEL Offshore Trust. Bluebird is an "unrestricted
subsidiary",  as  defined  under  certain  credit  agreements,  and is neither a
guarantor of the  Company's  10% Senior Notes due 2007 nor can it be included in
determining  compliance  with certain  financial  covenants  under the Company's
credit agreements.  To finance the Spirit 76 acquisition,  Bluebird borrowed $26
million  under a bridge loan facility  with several  banks.  The bridge loan was
replaced  in June 1999 with  permanent  financing  from  banks  providing  for a
revolving credit facility of $75 million with an initial borrowing base of $41.5
million,  due June 2002 with  interest  rates based upon  either  "LIBOR" or the
"Base Rate" (Prime).  The loan is  non-recourse  to the Company.  In addition to
retiring the bridge loan, a portion of the proceeds from the permanent financing
was used to finance the  acquisition of properties from Vastar  Resources,  Inc.
("Vastar") discussed below.

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

     On June 8, 1999,  the Company  acquired  oil and gas  reserves  and related
assets from Vastar for a total  purchase  price of $32.5 million after  purchase
price adjustments.  The effective date of the acquisition was April 1, 1999. The
acquisition  included Vastar's interest in 476 wells, a gas processing plant and
two gas gathering systems located in the states of Texas, Oklahoma and Arkansas.
<PAGE>

     On December 1, 1999,  the Company  acquired 50%  ownership  interest in the
Madill  Gas  Processing  Plant  and  associated  gathering  system  from  Dynegy
Midstream Services,  L.P., a wholly-owned subsidiary of Dynegy, Inc. This modern
cryogenic  plant includes  3,350  horsepower of high-speed  compression  and has
gas-processing  capacity of  approximately  18,000  Mcf/d.  The  facilities  are
located in Marshall and Bryan  counties,  Oklahoma.  The  effective  date of the
acquisition was November 1, 1999.

     The Company uses the full cost method of accounting  for its  investment in
oil and gas properties.  Under the full cost method of accounting,  all costs of
acquisition, exploration and development of oil and gas reserves are capitalized
into a "full cost pool" as incurred, and properties in the pool are depleted and
charged to operations using the unit-of-production  method based on the ratio of
current production to total proved oil and gas reserves. To the extent that such
capitalized costs (net of accumulated depreciation,  depletion and amortization)
less  deferred  taxes  exceed the PV-10 of  estimated  future net cash flow from
Proved Reserves of oil and gas adjusted for income tax effect,  and the lower of
cost or fair value of  unproved  properties,  such  excess  costs are charged to
operations.  Once  incurred,  a  write-down  of oil  and gas  properties  is not
reversible  at a later date even if oil or gas prices  increase.  The  Company's
PV-10 property valuation at March 31, 2000 exceeded the capitalized cost at that
date.  Significant  downward  revisions  of quantity  estimates  or  significant
declines  in oil and gas  prices  which are not  offset by other  factors  could
possibly  result in write-down  for  impairment of oil and gas properties in the
future.

Results of Operations for the Three Month Periods Ended March 31, 2000 and 1999
-------------------------------------------------------------------------------

     The results of operations  for the three month period ended March 31, 2000,
included  three  months of  operations  for the Vastar and Dynegy  acquisitions,
while the  corresponding  period in 1999 did not. Unless otherwise  stated,  the
increases in the 2000 interim period over the 1999 period were substantially the
result  of  these  acquisitions  as well as the  Company's  successful  drilling
activities during the remainder of 1999 and the first quarter of 2000.

     Oil and natural gas sales were $21,365,000, an 89% increase over 1999 sales
of  $11,321,000.  The Company sold 370,000  barrels of oil, a 29% increase  over
1999 sales of 287,000  barrels of oil, and  4,994,000 Mcf of gas, a 10% increase
over 1999 sales of  4,551,000  Mcf.  The price  received  for oil was $21.73 per
barrel  and for  natural  gas was $2.67  per Mcf in 2000  versus an oil price of
$10.93 per barrel and a gas price of $1.80 per Mcf in 1999,  representing  a 99%
increase  in oil price and a 48%  increase  in gas price.  Oil and  natural  gas
production  lifting costs  increased 45% to $4,616,000 in 2000 while  production
taxes and other costs  increased 94% to $2,840,000 in 2000 compared to 1999. The
gross  operating  margin from oil and natural gas production was  $13,909,000 in
2000, a 109% increase over 1999 operating margin of $6,663,000. On an equivalent
unit basis, the gross margin was $1.93 per Mcfe in 2000 versus $1.06 in 1999, an
82%  increase.  The sales price  increased  64% to $2.96 per Mcfe in 2000 versus
$1.80 per Mcfe while production lifting costs increased 25% to $0.64 per Mcfe in
2000 from $0.51 per Mcfe in 1999.  Production  taxes and other costs,  including
overhead,  were  $0.39 per Mcfe in 2000  versus  $0.23  per Mcfe in 1999,  a 70%
increase. Total Mcfe sold increased 15% to 7,216,000 Mcfe in 2000 from 6,272,000
Mcfe in 1999.

     Gas gathering,  marketing,  and processing  revenues were $3,830,000 in the
2000 period, a 136% increase from 1999 revenues of $1,626,000,  principally as a
result of the Dynegy acquisition and the increase in natural gas and natural gas
liquids  prices.  Costs from these  activities  were  $2,776,000 in 1999, a 118%
increase from 1998 costs of $1,276,000. Gross operating margin was $1,054,000 in
2000 versus $350,000 in 1999, a 201% increase.  Net gathering system  throughput
decreased  15% to 16,679 Mcf per day in 2000  compared  to 19,639 Mcf per day in
1999 due to the sale of a  gathering  system  in 1999.  Net  natural  gas  plant
processing  throughput  was 18,469 Mcf per day in 2000 versus 15,085 Mcf per day
in 1999, a 22% increase.  The increase in net processing  plant throughput was a
result of the Dynegy acquisition completed in the fourth quarter of 1999 and was
partially  offset by a reduction in net throughput at the Company's McLean Plant
due  to a  contractual  payout.  During  December  1999  the  Company  completed
recoupment  of its  original  investment  in the  McLean  Plant and its share of
operating income reverted to 50% from the 100% applicable  during the recoupment
period.  Gross operating  margin from gathering  operations was $0.14 per Mcf of
throughput  for both three month periods of 2000 and 1999.  The gross  operating
margin  from  natural gas  processing  was $0.48 per Mcf of  throughput  in 2000
versus  $0.06 per Mcf of  throughput  in 1999 due to more  favorable  processing
economics as a result of higher natural gas liquids prices in the 2000 period.

                                       2
<PAGE>

     Revenues from oil field services and  international  sales were $198,000 in
2000 versus $158,000 in 1999. Operating costs increased to $115,000 in 2000 from
$71,000 in 1999. The gross  operating  margin was $83,000 in 2000 versus $87,000
in 1999.  Depreciation and depletion expense increased 16% to $5,971,000 in 2000
versus $5,148,000 in 1999.  General and  administrative  expense was $954,000 in
2000, a 39% increase from 1999. Operating profit increased 543% to $8,139,000 in
2000 from  $1,266,000 in 1998.  Equity in earnings of  affiliate,  net of income
tax,  was a profit of  $40,000 in 2000  versus a loss of $31,000 in 1999.  Other
income was $76,000 in 2000 versus $163,000 in 1999.  Interest expense  decreased
nine percent to $5,736,000 in 2000 from $6,317,000 in 1999. The Company provided
for deferred income taxes of $939,000 on income before tax and minority interest
of $2,519,000 in 2000 versus no benefit on a loss applicable to common shares of
$4,919,000 in 1999. The Company reported net income  applicable to common shares
of $362,000, or $0.02 per common share, basic and diluted, in 2000 versus a loss
of  $5,795,000,  or $0.29 per common  share,  basic and  diluted,  in 1999.  The
Company  paid  $1,218,000  in dividends  on its  preferred  stock in 2000 versus
$833,000 paid or accrued in 1999.

Liquidity and Capital Resources
-------------------------------

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

     At  December  31,  1998,  the Company had  repurchased  625,600  shares for
approximately  $1.9 million  under the  previously  announced  stock  repurchase
program of up to one million shares at a cost not to exceed $4 million. In 1999,
the Company  purchased  an  additional  601,472  shares for  approximately  $1.7
million. In April 2000, the Company announced a stock repurchase program whereby
the Company or its  affiliates  are authorized to repurchase up to an additional
five percent (5%) of Magnum Hunter's outstanding common stock.

     In December 1998, the Company's 100% owned subsidiary,  Bluebird,  acquired
for approximately  $25 million,  certain natural gas reserves and related assets
from Spirit 76.  Additionally,  the Company capitalized  Bluebird with 1,840,271
units of TEL  Offshore  Trust.  To finance the Spirit 76  acquisition,  Bluebird
borrowed $26 million under a bridge loan facility with several banks. The bridge
loan was replaced in June 1999 with permanent financing from banks providing for
a revolving  credit  facility of $75 million with an initial  borrowing  base of
$41.5  million,  due three years from the date of closing  with  interest  rates
based upon either "LIBOR" or the "Base Rate" (Prime).  The loan is  non-recourse
to the  Company.  In  addition  to retiring  the bridge  loan,  a portion of the
proceeds from the permanent  financing  was used to finance the  acquisition  of
properties from Vastar discussed below.

     In February  1999,  the  Company  formed a  strategic  alliance  with ONEOK
Resources Company, a wholly-owned  subsidiary of a natural gas utility, and sold
$50 million of the Company's  Convertible  Preferred  Stock. The Preferred Stock
has a  liquidation  value of $50 million and is  convertible  into the Company's
common stock at $5.25 per share. Dividends on the Preferred Stock are payable in
cash at the rate of 8% per annum and are  cumulative.  The net proceeds of $46.3
million received from the sale of Preferred Stock were used to repay senior bank
indebtedness.

     On June 8, 1999,  the Company  acquired  oil and gas  reserves  and related
assets from Vastar for a total  purchase  price of $32.5 million after  purchase
price adjustments.  The effective date of the acquisition was April 1, 1999. The
acquisition  included Vastar's interest in 476 wells, a gas processing plant and
two gas gathering systems located in the states of Texas, Oklahoma and Arkansas.

     On December 1, 1999,  the  Company,  through  its  wholly-owned  subsidiary
Bluebird,  acquired a 50% ownership  interest in the Madill Gas Processing Plant
and  associated  gathering  system  from  Dynegy  Midstream  Services,  L.P.,  a
wholly-owned  subsidiary of Dynegy,  Inc. This modern  cryogenic  plant includes
3,350 horsepower of high-speed  compression and has  gas-processing  capacity of
approximately  18,000 Mcf/d.  The  facilities  are located in Marshall and Bryan
counties, Oklahoma. The effective date of the acquisition was November 1, 1999.

                                       3
<PAGE>

     In  connection  with the Madill  Gas Plant  acquisition,  Bluebird's  banks
increased  the  borrowing  base  under the  credit  agreement  to $45.0  million
effective November 30, 1999, subject to a provision to automatically  reduce the
borrowing  base to $41.5 million on March 31, 2000,  with further  reductions to
the borrowing base of $2.0 million to occur on June 30, 2000 and each subsequent
quarter-end.   Effective  March  27,  2000,  the  banks  suspended  the  various
requirements  of the  November 30, 1999  adjustment  to the  borrowing  base and
established a current  borrowing base for Bluebird of $43.5  million.  The banks
agreed to redetermine  the borrowing base and the need to reimplement  the other
requirements  of the  November 30, 1999  adjustment  upon the earlier of May 15,
2000,  or the  consummation  or  termination  of a proposed  sale of oil and gas
properties  owned  partially  by  Bluebird.   The  Company  believes  that  this
agreement,  along  with  cash  flow  from  operations,  provides  Bluebird  with
sufficient  liquidity  to meet  interest  payments  as well as to carry  out its
capital spending plans in 2000.

     The Company's borrowing base under its revolving credit line with banks was
$60,000,000  at March 31, 2000,  providing  $5,000,000 of  additional  borrowing
capacity at that date. The Company believes that this  availability,  along with
cash  flow  from  operations,  is  sufficient  to  meet  interest  and  dividend
requirements in 2000 as well as to carry out its capital spending budget plans.

     For the three months  ended March 31, 2000,  the Company had a net increase
in cash of $3.1 million. The Company's operating activities provided net cash of
$6.2  million,   principally  from  operating  income  before  depreciation  and
depletion.  The Company used $5.5 million in investing  activities,  principally
for  additions to property and  equipment.  Financing  activities  provided $2.3
million of cash,  principally  from the aggregate  proceeds from net  borrowings
under the Company's  and  Bluebird's  credit lines with banks.  The Company also
paid $1,218,000 in cash dividends on preferred stock.

Capital Requirements
--------------------

     For fiscal  2000,  the Company has budgeted  approximately  $25 million for
exploration and development activities,  including approximately $15 million for
participation  in exploration  projects in the shallow water area of the Gulf of
Mexico. The Company is typically not contractually obligated to proceed with any
of its budgeted  capital  expenditures  until it has  executed an Authority  For
Expenditure  ("AFE").  The amount and allocation of future capital  expenditures
will depend on a number of factors  that are not entirely  within the  Company's
control or ability to forecast,  including  drilling  results and changes in oil
and gas prices. As a result,  actual capital expenditures may vary significantly
from current expectations.

     Based upon the  Company's  anticipated  level of  operations,  the  Company
believes that cash flow from operations together with the availability under the
Credit Facility (approximately $5.0 million available as of March 31, 2000) will
be adequate to meet its anticipated  requirements for working  capital,  capital
expenditures  and scheduled  interest and dividend  payments for the foreseeable
future.

     In  addition,   the  Company's  wholly-owned   subsidiary,   Bluebird,  has
availability  under  its  own  credit  facility  (non-recourse  to the  Company)
approximately  $1.2  million as of March 31, 2000 on a  borrowing  base of $43.5
million.  Bluebird's banks had previously increased it's borrowing base to $45.0
million on November 30, 1999. However,  this increase was subject to a provision
to  automatically  reduce the borrowing base to $41.5 million on March 31, 2000,
with further  reductions to the borrowing  base of $2.0 million to occur on June
30, 2000 and each  subsequent  quarter-end.  Effective March 27, 2000, the banks
suspended the various  requirements  of the November 30, 1999  adjustment to the
borrowing  base and  established a current  borrowing base for Bluebird of $43.5
million.  The banks agreed to  redetermine  the  borrowing  base and the need to
reimplement the other  requirements of the November 30, 1999 adjustment upon the
earlier of May 15, 2000 or the consummation or termination of a proposed sale of
oil and gas properties  partially owned by Bluebird.  The Company  believes that
this agreement,  along with cash flow from  operations,  provides  Bluebird with
sufficient  liquidity  to meet  interest  payments  as well as to carry  out its
capital spending plans in 2000.

                                       4
<PAGE>

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

Inflation and Changes in Prices
-------------------------------

     During 1999, the Company experienced an increase in prices for crude oil of
18% and for natural gas of 7% compared to the  previous  year.  During the first
quarter  of 2000,  the  price  increase  realized  for crude oil was 99% and for
natural  gas was 48%  compared  to the first  quarter  of 1999.  The  results of
operations  and cash flow of the  Company  have been,  and will  continue to be,
affected by the volatility in oil and gas prices.  Should the Company experience
a significant  increase in oil and gas prices that is sustained over a prolonged
period, it would expect that there would also be a corresponding increase in oil
and  gas  finding  costs,  lease  acquisition  costs,  and  operating  expenses.
Periodically,  the Company enters into futures,  options,  and swap contracts to
reduce the effects of fluctuations in crude oil and gas prices. It is the policy
of the Company not to enter into any such  arrangements  which exceed 75% of the
Company's anticipated oil and gas production during the next 12 months.

     The Company  markets  oil and gas for its own  account,  which  exposes the
Company  to  the  attendant  commodities  risk.  A  substantial  portion  of the
Company's gas production is currently sold to NGTS, LLC, a 30% owned  affiliate,
or  end-users  either on the spot market on a  month-to-month  basis,  at either
prevailing  spot market prices,  or under  long-term  contracts based on current
spot  market   prices.   The  Company   normally   sells  its  crude  oil  under
month-to-month contracts to a variety of different purchasers.

Hedging Activity
----------------

Crude Oil and Natural Gas Hedges

     Periodically,  the Company enters into futures, options, and swap contracts
to mitigate the effects of significant fluctuations in crude oil and gas prices.
At March 31, 2000, the Company had the following open contracts:
<TABLE>
<CAPTION>
<S>       <C>                    <C>                  <C>                  <C>

               Type              Volume/Month            Duration             Avg. Price
------------------------------------------------------------------------------------------
Oil
---
          Swap..........             30,000 Bbl       Apr 00 - Dec 00              $17.60
          Collar........             30,000 Bbl       Apr 00 - Jun 00      Floor - $18.00
                                                                           Cap -   $24.50
          Collar........             30,000 Bbl       Apr 00 - Jun 00      Floor - $18.00
                                                                           Cap -   $26.00
          Collar........             30,000 Bbl       Jul 00 - Sep 00      Floor - $18.00
                                                                           Cap -   $24.00
          Collar........             30,000 Bbl       Jul 00 - Sep 00      Floor - $18.00
                                                                           Cap -   $24.65
          Collar........             10,000 Bbl       Oct 00 - Dec 00      Floor - $19.00
                                                                           Cap -   $26.21
Gas
---
          Collar .......            300,000 MMBtu     Apr 00 - Oct 00      Floor - $ 1.80
                                                                           Cap -   $ 2.25
</TABLE>
                                       5
<PAGE>

     Net gains and (losses)  related to derivative  transactions for the periods
ended  March 31,  2000 and March 31,  1999  were  ($1,913,000)  and  $1,444,000,
respectively.   At  March  31,  2000,  the  unrealized   loss  from   derivative
transactions was $5,844,000.  Based upon daily crude oil (including  natural gas
liquids) and natural gas  production  at March 31, 2000,  approximately  59% and
30%,  respectively,  of the Company's total daily production was subject to some
form of hedging activity.

Interest Rate Swaps

     On June 30, 1999, the Company entered into two interest rate swaps in order
to shift a  portion  of the  fixed  rate bond debt to  floating  rate  debt,  to
capitalize on what was perceived as a market  overreaction  to pending  interest
rate  increases by the Federal  Reserve and to  effectively  lower interest rate
expense over the following twelve months.
<TABLE>
<CAPTION>
<S>                            <C>                  <C>                 <C>                      <C>
           Type                Notional Amount      Termination Date         Pay Rate             Receive Rate
--------------------------------------------------------------------------------------------------------------------
Pay Variable/Receive Fixed       $50,000,000            06/01/02        LIBOR + 3.34%               10% fixed
                                                                        through 05/31/00

                                                                        LIBOR + 3.69%
                                                                        from 06/01/00 to
                                                                        06/01/02

Pay Fixed/Receive Variable       $50,000,000            06/01/00        9.16% fixed                LIBOR + 3.34%
</TABLE>

     The pay  variable/receive  fixed  swap has an early  termination  provision
granting the  counterparty  the right to terminate  the swap on June 1, 2000, in
exchange for a fee payment to the Company of $125,000.  As a result of these two
swaps, the Company saved  approximately  $105,000 in interest expense during the
three month period ended March 31, 2000. At March 31, 2000, the unrealized  loss
from interest rate derivative transactions was $753,000.

Year 2000 Compliance
--------------------

     Beginning in 1998,  the Company was involved in a program to be "Year 2000"
ready.  The program  involved  reviews of major  business,  financial  and other
information   systems,   including  equipment  with  embedded   microprocessors,
development of specific plans for modification or replacement of  date-sensitive
software  or  microprocessors,  execution  of such plans and the testing of such
systems to ensure their "Year 2000" readiness.  Included within the scope of the
program were contacts with key suppliers and customers to determine  their "Year
2000"  readiness  in order to ensure a steady flow of goods and  services to the
Company and  continuity  with respect to customer  service.  As a result of this
program,  there were no significant  occurrences of Year 2000-related  failures.
Additionally,  the Company does not anticipate that any  significant  subsequent
events will occur.

Recently Issued Accounting Pronouncements
-----------------------------------------

     In June 1998,  the FASB  issued  SFAS No. 133,  Accounting  for  Derivative
Instruments and Hedging Activities, which established a new model for accounting
for  derivatives and hedging  activities.  SFAS No. 133, which will be effective
for the Company's fiscal year 2001,  requires that all derivatives be recognized
in the balance sheet as either assets or liabilities and measured at fair value.
The  Statement  also requires that changes in fair value be reported in earnings
unless  specific  hedge  accounting  criteria  are met. The Company is currently
evaluating  the effect of the  adoption  of the  Statement  on its  consolidated
financial position and results of operations.

                                       6
<PAGE>

Forward-looking Statements
--------------------------

     This  Form  10-Q and the  information  incorporated  by  reference  contain
statements that constitute  "forward-looking  statements"  within the meaning of
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, you 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.


                     [Rest of page intentionally left blank]

                                       7
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                            (in thousands of dollars)
<TABLE>
<CAPTION>
<S>                                                                               <C>                 <C>
                                                                                    March 31,          December 31,
                                                                                      2000                1999
                                                                                ---------------------------------------
                        ASSETS                                                     (unaudited)
                                                                                       (as restated, see Note 6)

Current Assets
  Cash and cash equivalents..................................................      $    4,616           $    1,565
  Restricted cash............................................................           1,310                2,145
  Accounts receivable
    Trade, net of allowance of $166 for 2000 and 1999........................          12,768               10,203
    Due from affiliates......................................................              82                   48
  Notes receivable from affiliate............................................             397                  398
  Current portion of long-term notes receivable, net of allowance of $790
    for 2000 and 1999........................................................              57                   57
  Prepaid and other..........................................................           1,297                1,296
                                                                                ---------------------------------------
    Total Current Assets.....................................................          20,527               15,712
                                                                                ---------------------------------------
Property, Plant, and Equipment
  Oil and gas properties, full cost method
    Unproved.................................................................           3,899                3,567
    Proved...................................................................         354,686              349,510
  Pipelines..................................................................          12,475               12,462
  Other property.............................................................           2,040                1,964
                                                                                ---------------------------------------
  Total Property, Plant and Equipment........................................         373,100              367,503
    Accumulated depreciation, depletion, amortization and impairment.........        (108,280)            (102,308)
                                                                                ---------------------------------------
  Net Property, Plant and Equipment..........................................         264,820              265,195
                                                                                ---------------------------------------
Other Assets
  Deposits and other assets..................................................           5,678                5,663
  Investment in unconsolidated affiliate.....................................           4,195                4,163
  Deferred tax asset.........................................................          12,231               13,289
                                                                                ---------------------------------------
  Total Assets...............................................................      $  307,451           $  304,022
                                                                                =======================================

                        LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Trade payables and accrued liabilities.....................................      $   15,528           $   15,111
  Dividends payable..........................................................             552                  552
  Suspended revenue payable..................................................           1,098                1,357
  Current maturities of long-term debt, with recourse........................              20                    6
                                                                                ---------------------------------------
    Total Current Liabilities................................................          17,198               17,026
                                                                                ---------------------------------------
Long-Term Liabilities
  Long-term debt, with recourse, less current maturities.....................         195,034              193,000
  Long-term debt, non-recourse, less current maturities......................          42,300               41,800
  Production payment liability...............................................             436                  460
Minority interest............................................................             184                  184
Stockholders' Equity
  Preferred stock - $.001 par value; 10,000,000 shares authorized,
    216,000 designated as Series A; 80,000 issued and outstanding,
    liquidation amount $0....................................................               -                    -
    1,000,000 designated as 1996 Series A Convertible; 1,000,000
    issued and outstanding, liquidation amount $10,000,000...................               1                    1
    50,000 designated as 1999 Series A 8% Convertible; 50,000 issued
    and outstanding, liquidation amount $50,000,000..........................               -                    -
  Common Stock - $.002 par value; 100,000,000 shares authorized,
    21,738,320 shares issued.................................................              43                   43
  Additional paid-in capital.................................................         121,874              121,845
  Accumulated other comprehensive income.....................................          (1,558)              (1,713)
  Accumulated deficit........................................................         (62,198)             (62,560)
  Receivable from Stockholder................................................            (570)                (795)
  Unearned common stock in ESOP, at cost (544,515 and 537,515 shares,
    respectively)............................................................          (1,662)              (1,638)
                                                                                ---------------------------------------
                                                                                       55,930               55,183
  Treasury stock, at cost (1,494,719 and 1,512,719 shares of common stock,
    respectively)............................................................          (3,631)              (3,631)
                                                                                ---------------------------------------
  Total Stockholders' Equity.................................................          52,299               51,552
                                                                                ---------------------------------------
  Total Liabilities and Stockholders' Equity.................................      $  307,451           $  304,022
                                                                                =======================================
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-1
<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
         Consolidated Statements of Operations and Comprehensive Income
                                   (Unaudited)
                  (in thousands, except for per share amounts)
<TABLE>
<CAPTION>
<S>                                                                                 <C>                    <C>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                ---------------------------------------
                                                                                    2000                    1999
                                                                                ---------------------------------------
                                                                                      (as restated, see Note 6)
Operating Revenues:
  Oil and gas sales.......................................................        $     21,365        $     11,321
  Gas gathering, marketing and processing.................................               3,830               1,626
  Oil field services and international sales..............................                 198                 158
                                                                                ---------------------------------------
    Total Operating Revenues..............................................              25,393              13,105
                                                                                ---------------------------------------
Operating Costs and Expenses:
  Oil and gas production lifting costs....................................               4,616               3,193
  Production taxes and other costs........................................               2,840               1,465
  Gas gathering, marketing and processing.................................               2,776               1,276
  Oil field services and international sales..............................                 115                  71
  Depreciation, depletion and amortization................................               5,971               5,148
  (Gain) loss on sale of assets...........................................                 (18)                  -
  General and administrative..............................................                 954                 686
                                                                                ---------------------------------------
    Total Operating Costs and Expenses....................................              17,254              11,839
                                                                                ---------------------------------------
Operating Profit..........................................................               8,139               1,266

  Equity in earnings (loss) of affiliate, net of income tax...............                  40                 (31)
  Other income............................................................                  76                 163
  Interest expense........................................................              (5,736)             (6,317)
                                                                                ---------------------------------------

  Income (Loss) before income tax and minority interest...................               2,519              (4,919)
    Provision for deferred income tax.....................................                (939)                  -
                                                                                ---------------------------------------
  Income (Loss) before minority interest..................................               1,580              (4,919)
    Minority interest in subsidiary earnings..............................                   -                 (43)
                                                                                ---------------------------------------
  Net Income (Loss).......................................................               1,580              (4,962)

    Dividends Applicable to Preferred Stock...............................              (1,218)               (833)
                                                                                ---------------------------------------
  Income (Loss) Applicable to Common Shares...............................        $        362        $     (5,795)
                                                                                =======================================
  Net Income (Loss).......................................................        $      1,580        $     (4,962)
  Other Comprehensive Income (Loss), net of tax
    Unrealized Gain on Investments........................................                 155                  23
                                                                                ---------------------------------------
  Comprehensive Income (Loss).............................................        $      1,735        $     (4,939)
                                                                                =======================================
  Income (Loss) per Common Share - Basic..................................        $       0.02        $      (0.29)
                                                                                =======================================
  Income (Loss) per Common Share - Diluted................................        $       0.02        $      (0.29)
                                                                                =======================================
  Common Shares Used in Per Share Calculation
    Basic.................................................................          19,704,943          19,913,395
                                                                                =======================================
    Diluted...............................................................          20,010,970          19,913,395
                                                                                =======================================
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-2
<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
                 Consolidated Statements of Stockholders' Equity
                    For the Three Months Ended March 31, 2000
                                   (Unaudited)
                             (dollars in thousands)
                            (as restated, see Note 6)
<TABLE>
<CAPTION>
<S>                                                 <C>                   <C>                    <C>                     <C>
                                                                                                                         Additional
                                                     Preferred Stock        Common Stock           Treasury Stock         Paid-In
                                                    Shares      Amount    Shares    Amount       Shares      Amount       Capital
                                                    --------------------------------------------------------------------------------
Balance at December 31, 1999....................... 1,130,000    $  1     21,738,320  $  43      (1,512,719) $ (3,631)     $ 121,845
Exercise of employees' common stock options........                                                  18,000         -             29
Dividends declared or accrued on preferred stock...
Net income.........................................
Unrealized gain on investment......................
Loan repaid by stockholder.........................
Unearned shares in ESOP............................
                                                    --------------------------------------------------------------------------------
Balance at March 31, 2000.......................... 1,130,000    $  1     21,738,320  $  43      (1,494,719) $ (3,631)     $ 121,874
                                                    ================================================================================
</TABLE>
<TABLE>
<CAPTION>
<S>                                                     <C>                   <C>                <C>             <C>
                                                        Accumulated Other                        Receivable      Unearned Shares in
                                                         Comprehensive        Accumulated           from                ESOP
                                                         Income (Loss)         Deficit           Stockholder     Shares      Amount
                                                    --------------------------------------------------------------------------------

Balance at December 31, 1999.......................       $   (1,713)          $ (62,560)           $ (795)      (537,515)  $(1,638)
Exercise of employees' common stock options........
Dividends declared or accrued on preferred stock...                               (1,218)
Net income.........................................                                1,580
Unrealized gain on investment......................              155
Loan repaid by stockholder.........................                                                    225
Unearned shares in ESOP............................                                                                (7,000)  $   (24)
                                                    --------------------------------------------------------------------------------
Balance at March 31, 2000..........................       $   (1,558)          $ (62,198)           $ (570)      (544,515)  $(1,662)
                                                    ================================================================================
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-3
<PAGE>

                 Magnum Hunter Resources, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>
<S>                                                                                      <C>                       <C>
                                                                                           For the Three Months Ended
                                                                                                   March 31,
                                                                                ----------------------------------------------------
                                                                                          2000                     1999
                                                                                   --------------------------------------------
                                                                                            (as restated, see Note 6)
CASH FLOW FROM OPERATING ACTIVITIES:
  Net Income (loss).............................................................          $  1,580                 $ (4,962)
  Adjustments to reconcile net income (loss) to cash provided by
    (used for) operating activities:
      Depreciation and depletion................................................             5,971                    5,148
      Amortization of financing fees............................................               240                    1,414
      Deferred income taxes.....................................................               939                        -
      Equity in (earnings) loss of affiliate....................................               (40)                      31
      Minority interest.........................................................                 -                       43
      Other.....................................................................               (18)                       -
      Changes in certain assets and liabilities
        Accounts and notes receivable...........................................            (2,595)                    (462)
        Other current assets....................................................                (1)                     390
        Accounts payable and accrued liabilities................................               158                     (554)
                                                                                   --------------------------------------------
  Net Cash Provided By Operating Activities.....................................             6,234                    1,048
                                                                                   --------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of assets..................................................               408                        -
  Additions to property and equipment...........................................            (5,930)                  (1,834)
  Loan made for long-term note receivable.......................................                (3)                     (73)
  Payments received on long-term note receivable................................                 -                       66
                                                                                   --------------------------------------------
  Net Cash Used In Investing Activities.........................................            (5,525)                  (1,841)
                                                                                   --------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from the issuance of long-term debt and production payment...........            10,555                    4,000
  Fees paid related to financing activities.....................................               (29)                    (931)
  Payments of principal on long-term debt and production payment................            (8,031)                 (48,087)
  Payment of short-term notes payable...........................................                 -                   (2,000)
  Repayment of stockholder loan.................................................               225                       65
  Loan made to ESOP.............................................................               (24)                    (465)
  Proceeds from issuance of preferred and common stock, net of offering costs...                29                   46,342
  Purchase of treasury stock....................................................                 -                   (1,722)
  (Increase) Decrease in restricted cash for payment of notes payable...........               835                     (565)
  Cash dividends paid...........................................................            (1,218)                    (219)
                                                                                   --------------------------------------------
  Net Cash Provided By (Used In) Financing Activities...........................             2,342                   (3,582)
                                                                                   --------------------------------------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS............................             3,051                   (4,375)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................             1,565                    4,853
                                                                                   --------------------------------------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................          $  4,616                 $    478
                                                                                   ============================================
</TABLE>
     The accompanying notes are an integral part of these consolidated financial
statements.

                                      F-4
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000
                                   (Unaudited)

NOTE 1 - MANAGEMENT'S REPRESENTATION

     The  consolidated  balance  sheet as of March 31,  2000,  the  consolidated
statements of  operations  and  comprehensive  income for the three months ended
March 31, 2000 and 1999, the consolidated  statement of stockholders' equity for
the period ended March 31, 2000 and the  consolidated  statements  of cash flows
for the three months ended March 31, 2000 and 1999 are unaudited. In the opinion
of management,  all necessary  adjustments  (which include only normal recurring
adjustments)  have been made to present  fairly the financial  position at March
31, 2000, results of operations,  changes in stockholders' equity and cash flows
for the three month periods.

     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 the December 31, 1999 annual
report on Form 10-K for the  Company.  The results of  operations  for the three
month  period  ended  March 31,  2000,  are not  necessarily  indicative  of the
operating results for the full year.

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

     The Company is a holding  company with no significant  assets or operations
other than its investments in its subsidiaries. The wholly-owned subsidiaries of
the Company,  except for  Bluebird,  are direct  Guarantors of the Company's 10%
Senior Notes and have fully and unconditionally  guaranteed the Notes on a joint
and  several  basis.  The  Guarantors  comprise  all of the direct and  indirect
subsidiaries of the Company (other than Bluebird), and the Company has presented
separate  condensed  consolidating  financial  statements and other  disclosures
concerning each Guarantor and Bluebird (See Note 4). Except for Bluebird,  there
is no restriction on the ability of consolidated or unconsolidated  subsidiaries
to  transfer  funds to the  Company  in the form of cash  dividends,  loans,  or
advances.

NOTE 2 - EARNINGS PER SHARE INFORMATION

     The  following is a  reconciliation  of the basic and diluted  earnings per
share computations.
<TABLE>
<CAPTION>
<S>                                       <C>         <C>        <C>              <C>          <C>       <C>

                                                                     Three Months Ended
                                         ----------------------------------------------------------------------------
                                                    March 31, 2000                         March 31, 1999
                                         -------------------------------------   ------------------------------------
                                                                  Per Share                               Per Share
                                           Income      Shares       Amount          Income      Shares     Amount
------------------------------------------------------------------------------   ------------------------------------
                                                            (Thousands, except per share amounts)
                                         ----------------------------------------------------------------------------
Basic EPS
   Income (loss) available to common
     stockholders.......................       $ 362      19,705       $ 0.02       $ (5,795)     19,913    $ (0.29)
                                                                       ======                               ========
Effect of Dilutive Securities
   Warrants.............................           -           -                           -           -
   Options..............................           -         306                           -           -
   Convertible Preferred stock..........           -           -                           -           -
                                               -----------------                    --------------------
Diluted EPS
   Income (loss) available to common
     stockholders and assumed
     conversions........................       $ 362      20,011       $ 0.02       $ (5,795)     19,913    $ (0.29)
                                               ==============================       ================================
</TABLE>

                                      F-5
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

NOTE 3 - RECENT EVENTS

     On April 17, 2000, the Company announced a stock repurchase program whereby
the Company or its  affiliates  are  authorized to repurchase up to five percent
(5%) of Magnum Hunter's outstanding common stock.

NOTE 4 - SEGMENT DATA

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

     The Company's  reportable  segments are strategic business units that offer
different  products  and  services.  They are managed  separately  because  each
business requires different technology and marketing strategies. The Exploration
and Production  segment has six geographic  areas that are  aggregated.  The Gas
Gathering,  Marketing and Processing  segment includes the activities of the two
gathering systems and one natural gas liquids processing plant in two geographic
areas that are  aggregated.  The Oil Field  Services  segment has six geographic
areas that are  aggregated.  The reason for  aggregating  the segments,  in each
case,  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. The Company  evaluates  performance  based on profit or loss
from operations  before income taxes. The accounting for intersegment  sales and
transfers is done as if the sales or transfers were to third  parties,  that is,
at current market prices.

     Segment  data for the periods  ended  March 31,  2000 and 1999  follows (in
thousands):
<TABLE>
<CAPTION>
<S>                                      <C>              <C>                 <C>          <C>          <C>            <C>

                                                          Gas Gathering,
                                          Exploration       Marketing &       Oil Field
   Three Months Ended March 31, 2000:    & Production       Processing        Services     All Other    Elimination    Consolidated
------------------------------------------------------------------------------------------------------------------------------------
Revenue from external customers........     $  21,365      $    3,830          $   198      $     -      $               $  25,393
Intersegment revenues..................                         3,373            1,669            -         (5,042)              -
Depreciation, depletion and
amortization ..........................         5,680             218               68            5                          5,971

Segment profit (loss)..................         8,255             861             (117)        (860)                         8,139
Equity in earnings (losses) of
affiliates.............................                                                          40                             40
Interest expense.......................                                                      (5,736)                        (5,736)
Other income...........................                                                          76                             76
                                                                                                                         -----------
Income before income taxes.............                                                                                  $   2,519
Provision for deferred income taxes....                                                        (939)                          (939)
Minority interest......................                                                                                          -
                                                                                                                         -----------
Net income.............................                                                                                  $   1,580
                                                                                                                         ===========

Segment assets (as of March 31, 2000)..     $ 274,031      $   17,186          $ 4,502      $11,732                      $ 307,451
Equity subsidiary investments
   (as of March 31, 2000)..............                                                       4,195                          4,195
Capital expenditures (net of asset
sales).................................         5,508              13               20           56                          5,597
</TABLE>

                                      F-6
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                      <C>             <C>                 <C>          <C>          <C>             <C>
                                                         Gas Gathering,
                                          Exploration      Marketing &       Oil Field
   Three Months Ended March 31, 1999:    & Production      Processing        Services     All Other    Elimination     Consolidated
------------------------------------------------------------------------------------------------------------------------------------
Revenue from external customers.........    $  11,321       $   1,626        $   158      $               $     -          $ 13,105
Intersegment revenues...................            -           2,803          1,332           -           (4,135)                -
Depreciation, depletion and
amortization ...........................        4,934             163             47           4                              5,148

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

Segment assets (as of December 31, 1999)    $278,652        $  12,416        $ 4,252      $8,702                           $304,022

Equity subsidiary investments
   (as of December 31, 1999)............                                                   4,163                              4,163
Capital expenditures (net of asset
sales)..................................       1,811               16             29           -                              1,856
</TABLE>

                          [Rest of page intentionally]

                                      F-7
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

NOTE 5 -- CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

     The Company and its wholly owned subsidiaries,  except Bluebird, are direct
Guarantors of the Company's 10% Senior Notes and have fully and  unconditionally
guaranteed  the Notes on a joint  and  several  basis.  Bluebird  was  formed in
December  1998 and first  reported  results of  operations  in fiscal  1999.  In
addition to not being a guarantor of the Company's  10% Senior Notes,  it cannot
be included in determining compliance with certain financial covenants under the
Company's credit  agreements.  The Company has concluded that separate financial
statements  related to the  Guarantors are not included  because  management has
determined  that  they  are  not  material  investors.  Condensed  consolidating
financial  information for Magnum Hunter Resources,  Inc. and subsidiaries as of
March 31, 2000 and December  31, 1999,  and for the three months ended March 31,
2000 and 1999, was as follows:

                 Magnum Hunter Resources, Inc. and Subsidiaries
                     Condensed Consolidating Balance Sheets
<TABLE>
<CAPTION>
<S>                                          <C>                      <C>                 <C>               <C>
                              As of March 31, 2000
-------------------------------------------------------------------------------------------------------------------------------
                                                 Magnum Hunter           Bluebird                            Magnum Hunter
                                                Resources, Inc.        Energy, Inc.                         Resources, Inc.
Amounts in Thousands                          And Guarantor Subs      (Non Guarantor)     Eliminations       Consolidated
-------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets..............................      $     16,265           $    4,262        $       -           $   20,527
Property and equipment
  (using full cost accounting)..............           210,860               53,960                -              264,820
Investment in subsidiaries
 (equity method)............................            14,833                    -          (14,833)                   -
Other assets................................            22,578                  460                                22,104
                                                -----------------------------------------------------------------------------
   Total assets.............................      $    264,536           $   58,682        $ (15,767)          $  307,451
                                                =============================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities.........................      $     16,583           $      615        $       -           $   17,198
Long-term liabilities.......................           195,654               43,234             (934)             237,954
Shareholders' equity........................            52,299               14,833          (14,833)              52,299
                                                -----------------------------------------------------------------------------
   Total liabilities and shareholders'
     equity.................................      $    264,536           $   58,682        $ (15,767)          $  307,451
                                                =============================================================================
</TABLE>


                                      F-8
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

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

                             As of December 31, 1999
---------------------------------------------------------------------------------------------------------------------------------
                                                 Magnum Hunter          Bluebird                        Magnum Hunter
                                                Resources, Inc.       Energy, Inc.                     Resources, Inc.
Amounts in Thousands                          And Guarantor Subs    (Non Guarantor)    Eliminations     Consolidated
---------------------------------------------------------------------------------------------------------------------------------
ASSETS
Current assets..............................       $    14,572         $    3,741      $  (2,601)        $   15,712
Property and equipment
  (using full cost accounting)..............           211,159             54,036                           265,195
Investment in subsidiaries
 (equity method)............................            13,302                  -        (13,302)                 -
Other assets................................            22,605                510                            23,115
                                                ------------------------------------------------------------------------
   Total assets.............................       $   261,638         $   58,287      $ (15,903)        $  304,022
                                                ========================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities.........................       $    16,442         $    3,185      $  (2,601)        $   17,026
Long-term liabilities.......................           193,644             41,800                           235,444
Shareholders' equity........................            51,552             13,302        (13,302)            51,552
                                                ------------------------------------------------------------------------
   Total liabilities and shareholders'
     equity.................................       $   261,638         $   58,287      $ (15,903)        $  304,022
                                                ========================================================================
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                           <C>                   <C>               <C>            <C>
                    For the Three Months ended March 31, 2000
------------------------------------------------------------------------------------------------------------------------------
                                                Magnum Hunter           Bluebird                       Magnum Hunter
                                               Resources, Inc.        Energy, Inc.                    Resources, Inc.
Amounts in Thousands                          And Guarantor Subs    (Non Guarantor)    Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------------
Revenues...................................     $     17,333           $    8,158       $     (98)         $   25,393
Expenses...................................           17,279                5,693             (98)             22,874
                                                -------------------------------------------------------------------------
Income before                                             54                2,465               -               2,519
 Equity in net earnings of subsidiary......            1,531                    -          (1,531)                  -
                                                -------------------------------------------------------------------------
Income before income taxes.................            1,585                2,465          (1,531)              2,519
Income tax provision.......................               (5)                (934)              -                (939)
                                                -------------------------------------------------------------------------
  Net income...............................     $      1,580           $    1,531       $  (1,531)         $    1,580
                                                =========================================================================
</TABLE>

                                      F-9
<PAGE>

                 MAGNUM HUNTER RESOURCES, INC. AND SUBSIDIARIES
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 March 31, 2000
                                   (Unaudited)

<TABLE>
<CAPTION>
<S>                                           <C>                   <C>                <C>            <C>
                    For the Three Months ended March 31, 1999
-------------------------------------------------------------------------------------------------------------------------------
                                                Magnum Hunter           Bluebird                       Magnum Hunter
                                               Resources, Inc.        Energy, Inc.                    Resources, Inc.
Amounts in Thousands                          And Guarantor Subs    (Non Guarantor)    Eliminations     Consolidated
-------------------------------------------------------------------------------------------------------------------------------
Revenues...................................     $     11,256           $    1,928       $     (79)         $   13,105
Expenses...................................           14,828                3,318             (79)             18,067
                                                -------------------------------------------------------------------------
Loss before                                           (3,572)              (1,390)              -              (4,962)
  Equity in net loss of subsidiary.........           (1,390)                   -           1,390                   -
                                                -------------------------------------------------------------------------
Loss before income taxes...................           (4,962)              (1,390)          1,390              (4,692)
Income tax provision.......................                -                    -               -                   -
                                                -------------------------------------------------------------------------
  Net loss.................................     $     (4,962)          $   (1,390)      $   1,390          $   (4,962)
                                                =========================================================================
</TABLE>

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

<TABLE>
<CAPTION>
<S>                                           <C>                    <C>              <C>            <C>
                    For the Three Months Ended March 31, 2000
------------------------------------------------------------------------------------------------------------------------
                                                  Magnum Hunter          Bluebird                      Magnum Hunter
                                                 Resources, Inc.       Energy, Inc.                   Resources, Inc.
Amounts in Thousands                           And Guarantor Subs    (Non Guarantor)   Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities..........       $     5,897          $     337        $      -        $    6,234
Cash flow provided by investing activities...            (3,853)            (1,672)              -            (5,525)
Cash flow used by financing activities.......             1,007                500             835             2,342
                                                ------------------------------------------------------------------------
Net increase (decrease) in cash..............             3,051               (835)            835             3,051
Cash at beginning of period..................             1,565              2,145          (2,145)            1,565
                                                ------------------------------------------------------------------------
Cash at end of period........................       $     4,616          $   1,310        $ (1,310)       $    4,616
                                                ========================================================================
</TABLE>
<TABLE>
<CAPTION>
<S>                                           <C>                    <C>              <C>            <C>
                    For the Three Months Ended March 31, 1999
------------------------------------------------------------------------------------------------------------------------
                                                  Magnum Hunter          Bluebird                      Magnum Hunter
                                                 Resources, Inc.       Energy, Inc.                   Resources, Inc.
Amounts in Thousands                           And Guarantor Subs    (Non Guarantor)   Eliminations     Consolidated
------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities..........      $      206            $     842       $     -          $    1,048
Cash flow provided by investing activities...          (1,564)                (277)            -              (1,841)
Cash flow used by financing activities.......          (3,017)                   -          (565)             (3,582)
                                                ------------------------------------------------------------------------
Net increase (decrease) in cash..............          (4,375)                 565          (565)             (4,375)
Cash at beginning of period..................           4,853                  459          (459)              4,853
                                                ------------------------------------------------------------------------
Cash at end of period........................      $      478            $   1,024       $(1,024)         $      478
                                                ========================================================================
</TABLE>

                                      F-10
<PAGE>

NOTE 6 - RESTATEMENT

     Subsequent to the issuance of the consolidated financial statements for the
period  ended March 31,  2000,  the  Company's  management  determined  that the
Company's  loans to a  shareholder  and  transactions  involving  the  Company's
Employee  Stock  Option  Plan  ("ESOP")  should  have  been  accounted  for as a
reduction  in  Stockholders'  Equity  rather than as assets.  In  addition,  the
Company determined that common shares acquired by the ESOP but not yet allocated
to participants should not have been considered outstanding in the determination
of the number of shares  included in the calculation of income per common share.
As a  result,  the  accompanying  consolidated  financial  statements  have been
restated  from the amounts  previously  reported.  A summary of the  significant
effects of the restatement follows:
<TABLE>
<CAPTION>
<S>                                                 <C>                 <C>            <C>                 <C>

                                                         As of March 31, 2000              As of December 31, 1999
                                                  ----------------------------------------------------------------------
                                                    As Previously          As           As Previously         As
                                                      Reported          Restated          Reported         Restated
                                                  ----------------------------------------------------------------------
                                                                            ($ in thousands)

Note receivable from affiliate...................        $   673           $   397           $   902         $   398
Total Current Assets.............................         20,803            20,527            16,216          15,712
Deposits and other assets........................          5,748             5,678             5,698           5,663
Deferred tax asset...............................         12,280            12,231            13,351          13,289
Long-term notes receivable,
   net of imputed interest.......................          1,514                 -             1,487               -
Total Assets ....................................        309,360           307,451           306,110         304,022
Additional paid-in capital.......................        121,844           121,874           121,815         121,845
Accumulated other comprehensive  loss............         (1,869)           (1,558)           (2,046)         (1,713)
Accumulated deficit..............................        (62,180)          (62,198)          (62,542)        (62,560)
Receivable from stockholder......................              -              (570)                -            (795)
Unearned common stock in ESOP, at cost
   (544,515 and 537,515 shares, respectively)....              -            (1,662)                -          (1,638)
Total Stockholders' Equity.......................         54,208            52,299            53,640          51,552
Total Liabilities and Stockholders' Equity.......        309,360           307,451           306,110         304,022
</TABLE>
<TABLE>
<CAPTION>
<S>                                               <C>                  <C>            <C>                 <C>
                                                                       For the Three Months Ended
                                                  ----------------------------------------------------------------------
                                                            March 31, 2000                     March 31, 1999
                                                   As Previously          As          As Previously          As
                                                      Reported         Restated          Reported         Restated
                                                  ----------------------------------------------------------------------
                                                                            ($ in thousands)
Other Comprehensive Income (Loss), net of tax,
   Unrealized Gain (Loss) on Investments.........      $   177           $   155        $   (128)            $   23
Comprehensive Income (Loss)......................        1,757             1,735          (5,090)            (4,939)
</TABLE>

                                      F-11
<PAGE>

     Net income (loss) per common share and the reported weighted average common
shares outstanding changed as follows:
<TABLE>
<CAPTION>
<S>                                        <C>                    <C>               <C>                  <C>
                                                                   For the Three Months Ended
                                         -------------------------------------------------------------------------------
                                                      March 31, 2000                         March 31, 1999
                                         -------------------------------------------------------------------------------
                                            As Previously             As             As Previously           As
                                               Reported            Restated            Reported           Restated
                                         -------------------------------------------------------------------------------
                                                         (In thousands of $, except per share amounts)
Income (Loss) Applicable to Common
     Shares.............................       $   362                $   362          $   (5,795)           $  (5,795)
Income (Loss) Per Common Share
     Basic..............................          0.02                   0.02               (0.29)               (0.29)
     Diluted............................          0.02                   0.02               (0.29)               (0.29)
Common shares used in per shares
    calculation
    Basic...............................    20,242,612             19,704,943          20,282,674           19,913,395
    Diluted.............................    20,548,639             20,010,970          20,282,674           19,913,395
</TABLE>


                     [Rest of page intentionally left blank]

                                      F-12
<PAGE>

                          PART II -- OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K
<TABLE>
<CAPTION>
<S>                             <C>
Number                          Description of Exhibit
--------------------------------------------------------

3.1 & 4.1                       Articles of Incorporation (Incorporated by reference to
                                Registration Statement on Form S-18, File No. 33-30298-D)
3.2 & 4.2                       Articles of Amendment to Articles of Incorporation (Incorporated
                                by reference to Form 10-K for the year ended December 31, 1990)
3.3 & 4.3                       Articles of Amendment to Articles of Incorporation (Incorporated
                                by reference to Registration Statement on Form SB-2, File No. 33-66190)
3.4 & 4.4                       Articles of Amendment to Articles of Incorporation (Incorporated by
                                reference to Registration Statement on Form S-3, File No. 333-30453)
3.5 & 4.5                       By-Laws,  as  Amended  (Incorporated  by  reference  to  Registration
                                Statement on Form SB-2, File No.  33-66190) 3.6 & 4.6 Certificate of Designation
                                of 1996 Series A Preferred  Stock  (Incorporated  by reference to Form 8-K dated
                                December 26, 1996, filed January 3, 1997)
3.7 & 4.7                       Amendment to  Certificate  of  Designations  for 1996 Series A
                                Convertible   Preferred   Stock   (Incorporated   by   reference   to
                                Registration Statement on Form S-3, File No. 333-30453)
3.8 &  4.8                      Certificate  of  Designation  for  1999  Series  A  8%
                                Convertible Preferred Stock (Incorporated by reference to Form
                                8-K, dated February 3, 1999, filed February 11, 1999)
4.9                             Indenture dated May 29, 1997 between Magnum Hunter  Resources,
                                the  subsidiary  guarantors  named  therein  and  First  Union
                                National Bank of North Carolina,  as Trustee  (Incorporated by
                                reference  to  Registration  Statement  on Form S-4,  File No. 333-2290)
4.10                            Supplemental  Indenture  dated January 27, 1999 between Magnum
                                Hunter Resources,  the subsidiary guarantors named therein and
                                First  Union  National  Bank of  North  Carolina,  as  Trustee
                                (Incorporated  by  reference  to  Form  10-K  for  the  fiscal
                                year-end December 31, 1998 filed April 14, 1999)
4.11                            Form of 10% Senior Note due 2007 (Incorporated by reference to
                                Registration Statement on Form S-4, File No. 333-2290)
10.1                            Amended and Restated Credit Agreement, dated April 30, 1997, between
                                Magnum Hunter Resources, Inc. and Bankers Trust Company, et al.
                                (Incorporated by reference to Registration Statement on Form S-4,
                                File No. 333-2290)
10.2                            First Amendment to Amended and Restated Credit Agreement, dated
                                April 30, 1997, between Magnum Hunter Resources, Inc. and
                                Bankers Trust Company, et al. (Incorporated by reference to
                                Registration Statement on Form S-4, File No. 333-2290)
10.3                            Second Amendment to Amended and Restated Credit Agreement, dated
                                April 30, 1997, between Magnum Hunter Resources, Inc. and
                                Bankers Trust  Company,  et al  (Incorporated  by reference to
                                Form 10-K for the  fiscal  year-end  December  31,  1998 filed April 14, 1999)
10.4                            Third Amendment to Amended and Restated Credit Agreement, dated
                                April 30, 1997, between Magnum Hunter Resources, Inc. and
                                Bankers Trust Company, et al (Incorporated by reference to Form 10-K
                                for the fiscal year-end December 31, 1998 filed April 14, 1999)
10.5                            Employment Agreement for Gary C. Evans (Incorporated by reference to
                                Form 10-K for the fiscal year-end December 31, 1999 filed March 30, 2000)
10.6                            Employment Agreement for Matthew C. Lutz (Incorporated by reference to
                                Form 10-K for the fiscal year-end December 31, 1999 filed March 30, 2000)
10.7                            Employment Agreement for Richard R. Frazier (Incorporated by reference to
                                Form 10-K for the fiscal year-end December 31, 1999 filed March 30, 2000)
10.8                            Stock Purchase  Agreement among Magnum Hunter Resources,  Inc.
                                and  Trust  Company  of the  West  and  TCW  Asset  Management
                                Company,  in the  capacities  described  herein,  TCW Debt and
                                Royalty Fund IVB

                                       7
<PAGE>

                                and TCW Debt and Royalty  Fund IVC,  dated as
                                of December 6, 1996  (Incorporated  by  reference  to Form 8-K
                                dated December 26, 1996, filed January 3, 1997)
10.9                            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)
10.10                           Purchase and Sale Agreement between Magnum Hunter Resources, Inc. , NGTS,
                                et al., dated December 17, 1997  (Incorporated by reference to Form 8-K,
                                dated December 17, 1997, filed December 29, 1997)
10.11                           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)
10.12                           Stock Purchase Agreement dated February 3, 1999 between ONEOK Resources
                                Company and Magnum Hunter Resources, Inc. (Incorporated by reference to
                                Form 8-K, dated February 3, 1999, filed February 11, 1999)
27*                             Financial Data Schedule

* Filed herewith.
</TABLE>

(B) Form 8-K's - None

                                       8
<PAGE>

                                    SIGNATURE

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

MAGNUM HUNTER RESOURCES, INC.



By /s/ Gary C. Evans                                          March 29, 2001
   --- ---- -- -----
     Gary C. Evans
     President and Chief Executive Officer


By /s/ Chris Tong                                             March 29, 2001
   --- ----- ----
     Sr. Vice President and
     Chief Financial Officer


By  /s/ David S. Krueger                                      March 29, 2001
    --- ----- -- -------
      David S. Krueger
      Vice President and
      Chief Accounting Officer


By /s/ Morgan F. Johnston                                     March 29, 2001
   --- ------ -- --------
      Morgan F. Johnston
      Vice President,  General Counsel and
      Secretary



                                        9