Exhibit 4.2


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN GULFPORT ENERGY
CORPORATION'S  PROSPECTUS  DATED  __________,  2004  (THE  "PROSPECTUS") AND ARE
INCORPORATED  HEREIN  BY  REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST  FROM  UMB  BANK,  N.A.,  THE  SUBSCRIPTION  AGENT.

  Rights Certificate No.____________            No. of    Rights:____________

                          GULFPORT ENERGY CORPORATION
              Incorporated under the laws of the State of Delaware

                        SUBSCRIPTION RIGHTS CERTIFICATE

  Evidencing Subscription Rights to Purchase Shares of Common Stock of Gulfport
                               Energy Corporation

                      Subscription Price: $_____ per Share

     The  Subscription  Rights  will  expire  if not exercised on or before 5:00
p.m.,  Dallas  time,  on  ___________,  2004, unless extended by Gulfport Energy
Corporation

Registered  Owner:

     THIS  CERTIFIES THAT the registered owner whose name is inscribed hereon is
the  owner of the number of subscription rights ("Rights") set forth above. Each
whole  Right  entitles  the holder thereof, or its assigns, to subscribe for and
purchase  one share of common stock, par value $0.01 per share ("Common Stock"),
of  Gulfport Energy Corporation, a Delaware corporation, at a subscription price
of  $_____  per share (the "Basic Subscription Privilege"), pursuant to a rights
offering (the "Rights Offering"), on the terms and subject to the conditions set
forth  in  the  Prospectus  and  the  "Instructions as to Use of Gulfport Energy
Corporation  Subscription  Rights  Certificates"  accompanying this Subscription
Rights  Certificate. If any shares of Common Stock available for purchase in the
Rights  Offering  are  not  purchased by other holders of Rights pursuant to the
exercise of their Basic Subscription Privilege (the "Excess Shares"), any Rights
holder that exercises its Basic Subscription Privilege in full may subscribe for
a  number  of  Excess  Shares pursuant to the terms and conditions of the Rights
Offering,  subject  to  pro  ration,   as  described  in  the   Prospectus  (the
"Over-Subscription  Privilege").  The  Rights  represented  by this Subscription
Rights  Certificate  may  be  exercised  by  completing  Form  1  and  any other
appropriate  forms  on the reverse side hereof and by returning the full payment
of  the subscription price for each share of Common Stock in accordance with the
"Instructions  as  to  Use  of  Gulfport  Energy Corporation Subscription Rights
Certificates"  that  accompany  this Subscription Rights Certificate. The Rights
evidenced  by  this  Subscription  Rights Certificate may also be transferred or
sold  by  completing  the  appropriate  forms  on  the  reverse  side  hereof in
accordance  with  the  "Instructions  as  to  Use of Gulfport Energy Corporation
Subscription  Rights  Certificates"  that  accompany  this  Subscription  Rights
Certificate.

     The  Rights are transferable on the books of Gulfport Energy Corporation in
person or by duly authorized attorney upon surrender of this Subscription Rights
Certificate properly endorsed. This Subscription Rights Certificate is not valid
unless  countersigned  by  the  transfer  agent and registered by the registrar.

     Witness  the  seal of Gulfport Energy Corporation and the signatures of its
duly  authorized  officers.

Dated:  ___________,  2004


_____________________________           ______________________
Mike  Liddell                           Lisa  Holbrook
Chairman  of  the  Board,  President    Vice  President,  General  Counsel
and  Chief  Executive  Officer          and  Secretary


<PAGE>

Delivery  Options  For  Subscription  Rights  Certificate

     For  delivery  by  mail,  hand  delivery  or  over  night  courier:

          UMB  Bank,  N.A.
          Corporate  Trust  Department
          2401  Grand  Blvd.
          Kansas  City,  Missouri  64108

     Delivery  other  than in the manner or to the address listed above will not
constitute  valid  delivery.

                PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.

FORM  1  -  EXERCISE  OF  SUBSCRIPTION  RIGHTS

     To  subscribe  for  shares  pursuant  to your Basic Subscription Privilege,
please  complete lines (a) and (c) and sign under Form 4 below. To subscribe for
shares  pursuant  to your Over-Subscription Privilege, please also complete line
(b).

     (a)  Exercise  Of  Basic  Subscription  Privilege:

          I  apply  for  ____________  shares  x $_________________=  $_________
                      (no. of new shares)       (subscription price)   (Payment)

     (b)  Exercise  Of  Over-Subscription  Privilege:

     If you have exercised your Basic Subscription Privilege in full and wish to
subscribe  for  additional  shares pursuant to your Over-Subscription Privilege,
please  complete  this  line  (b)  and  sign  under  Form  4  below:

          I  apply  for  ____________  shares  x $_________________=  $_________
                      (no. of new shares)       (subscription price)   (Payment)

     (c)  Total  Amount  of  Payment  Enclosed  =  $__________

Method  Of  Payment  (Check  One):

[ ]  Check  or  bank  draft  drawn  on  a  U.S. bank,  or postal, telegraphic or
     express  money  order  payable  to "UMB Bank, N.A., as Subscription Agent."
     Funds  paid by an uncertified check may take at least five business days to
     clear.

[ ]  Wire  transfer  of  immediately  available  funds  directly  to the account
     maintained  by  American  Stock  Transfer  & Trust Company, as Subscription
     Agent,  for  purposes of accepting subscriptions in this Rights Offering at
     UMB  Bank,  Kansas  City,  MO,  ABA  #101000695,  Acct  #9800006823.









<PAGE>

FORM  2  -  SALE  OR TRANSFER TO DESIGNATED TRANSFEREE OR THROUGH BANK OR BROKER

     To sell or transfer your Rights to another person, complete this Form 2 and
have  your  signature  guaranteed under Form 5. To sell your Rights through your
bank  or broker, sign below under this Form 2 and have your signature guaranteed
under  Form  5,  but  leave  the  rest  of  this  Form  2  blank.

     For  value  received  _____________  of  the  Rights  represented  by  this
Subscription  Rights  Certificate  are  assigned  to:


----________________--____________
(Print  Full  Name  of  Assignee)


_________----_____--______________
(Print  Full  Address)


____-----_________________________
Tax  ID  or  Social  Security  No.


_____________-----________________
Signature(s)


     IMPORTANT:  The signature(s) must correspond with the name(s) as printed on
the reverse of this Subscription Rights Certificate in every particular, without
alteration  or  enlargement,  or  any  other  change  whatsoever.



FORM  3  -  DELIVERY  TO  DIFFERENT  ADDRESS

      If  you  wish  for  the Common Stock underlying your Rights, a certificate
representing  unexercised  Rights  or  the  proceeds of any sale of Rights to be
delivered  to  an  address  different  from  that  shown  on  the  face  of this
Subscription  Rights Certificate, please enter the alternate address below, sign
under  Form  4  and  have  your  signature  guaranteed  under  Form  5.


_____________________________


_____________________________


_____________________________








<PAGE>


FORM  4  -  SIGNATURE

     To  Subscribe:  I  acknowledge that I have received the Prospectus for this
Rights  Offering  and  I  hereby  irrevocably subscribe for the number of shares
indicated  above  on  the  terms  and  conditions  specified  in the Prospectus.

     To  Sell:  If  I  have  completed  Form  2,  I  authorize  the  sale by the
Subscription  Agent, according to the procedures described in the Prospectus, of
any Rights represented by this Subscription Rights Certificate but not exercised
hereby.


_____________________________
Signature(s)

IMPORTANT:  The  signature(s) must correspond with the name(s) as printed on the
reverse  of  this  Subscription  Rights Certificate in every particular, without
alteration  or  enlargement,  or  any  other  change  whatsoever.




FORM  5  -  SIGNATURE  GUARANTEE

     This form must be completed if you have completed any portion of Forms 2 or
3.

Signature  Guaranteed:

_____________________________
(Name  of  Bank  or  Firm)

By:  _____________________________
       (Signature  of  Officer)

IMPORTANT:  The  signature(s)  should  be  guaranteed  by  an eligible guarantor
institution  (bank,  stock  broker,  savings & loan association or credit union)
with membership in an approved signature guarantee medallion program pursuant to
Securities  and  Exchange  Commission  Rule  17Ad-15.

FOR  INSTRUCTIONS  ON THE USE OF GULFPORT ENERGY CORPORATION SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT UMB BANK, N.A., THE SUBSCRIPTION AGENT, AT (816) 860-3020.