EXHIBIT 10.11

                                 AMENDMENT NO. 1

                                       TO

                                MERGER AGREEMENT


     AMENDMENT NO. 1, dated November 11, 2005, to the Agreement and Plan of
Merger ("Merger Agreement"), dated as of October 20, 2005, by and among Tremisis
Energy Acquisition Corporation, RAM Energy Acquisition, Inc., RAM Energy, Inc.
("RAM"), and each of the Stockholders of RAM.

     IT IS HEREBY AGREED, that the Merger Agreement is immediately amended as
follows:

     1.   Subsection (a) of Section 1.6 is hereby restated in its entirety as
          follows:

     "(a) Conversion of Company Common Stock. Other than any shares to be
     canceled pursuant to Section 1.6(c), each share of common stock, par value
     $10.00, of the Company ("Company Common Stock") issued and outstanding
     immediately prior to the Effective Time will be automatically converted
     (subject to Section 1.6(f)) into the right to receive on the Closing Date
     (i) that number of shares of common stock, par value $0.0001, of Parent
     ("Parent Common Stock") determined by dividing the Aggregate Parent Common
     Stock Number by the Outstanding Company Stock Number, and (ii) that amount
     of cash determined by dividing the Aggregate Cash Number by the Outstanding
     Company Stock Number. The term "Aggregate Parent Common Stock Number" shall
     mean 25,600,000. The term "Outstanding Company Stock Number" shall mean the
     number of shares of Company Common Stock outstanding on the Closing Date,
     after giving effect to all stock option exercises contemplated hereby. The
     term "Aggregate Cash Number" shall mean the lesser of (I) $30,000,000, and
     (II) the amount of cash distributed to Parent from the Trust Fund at the
     Closing (after payment to those stockholders of Parent who elect to have
     their shares converted to cash in accordance with Parent's Charter
     Documents (as defined in Section 2.1(a)), less the sum of all expenses
     reasonably incurred by Parent in connection with the transaction
     contemplated hereby, and less the sum of $1,000,000 which shall be retained
     by Parent for working capital requirements."

     2.   Subsection (i) of Section 6.3 is hereby restated in its entirety as
          follows:

     "(i) Company Indebtedness. The Adjusted Indebtedness for Borrowed Money of
     the Company, including the Subsidiaries, shall not exceed $125,000,000. As
     used herein, the term "Adjusted Indebtedness for Borrowed Money" shall mean
     the sum of all indebtedness of the Company for borrowed money, less (1) the
     amount of any cash deposits posted by the Company as security in connection
     with outstanding Company hedging contracts, (2) the positive difference, if
     any, between $30,000,000 and the Aggregate Cash Number and (3) an amount up
     to $6.0 million for aggregate fees, costs




     and expenses paid by the Company in connection with replacing, enhancing or
     improving its existing credit facilities in a manner that, on the whole, is
     quantitatively more beneficial to the Company.

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
     1 to the Merger Agreement to be executed as of the date first written
     above.


                                                 TREMISIS ENERGY ACQUISITION
                                                 CORPORATION


                                                 By: /s/ Lawrence S. Coben
                                                     ---------------------------
                                                     Lawrence S. Coben
                                                     Chairman & CEO



                                                 RAM ENERGY ACQUISITION, INC.


                                                 By: /s/ Lawrence S. Coben
                                                     ---------------------------
                                                     Lawrence S. Coben
                                                     Chairman & CEO



                                                 RAM ENERGY, INC.


                                                 By: /s/ Larry E. Lee
                                                     ---------------------------
                                                     Larry E. Lee
                                                     President & CEO



                                                 STOCKHOLDERS:

                                                 [SEE SEPARATE SIGNATURE PAGES.]


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                           STOCKHOLDER SIGNATURE PAGE
                                       TO
                       AMENDMENT NO. 1 TO MERGER AGREEMENT



/s/ Larry E. Lee
-------------------
Larry E. Lee


DANISH KNIGHTS, A LIMITED PARTNERSHIP,
A Texas Limited Partnership

By: Dannebrog Corp., General Partner



By: /s/ Britani Talley Bowman
    -------------------------
    Britani Talley Bowman
    President



The undersigned agrees that, upon exercise of the stock option referred to in
Section 1.13 of the Merger Agreement, he shall be considered to be, and shall
be, a Stockholder (as defined therein) for all purposes of such Merger
Agreement, as amended hereby.



/s/ C. David Stinson
-----------------------
C. David Stinson




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