RANGE RESOURCES CORP, DEF 14A, 2000-04-24

RANGE RESOURCES CORP
DEF 14A, 2000-04-24
CRUDE PETROLEUM & NATURAL GAS

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<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to sec. 240.14a-11(c) or sec.
240.14a-12

Range Resources Corporation
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[x ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
-------------------------------------------------------------
1) Title of each class of securities to
which transaction applies:

-------------------------------------------------------------
2) Aggregate number of securities to which transaction
applies:

-------------------------------------------------------------
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):

-------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

-------------------------------------------------------------
5) Total fee paid:

-------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the filing fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.

1) Amount previously paid:

-------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:

-------------------------------------------------------------
3) Filing Party:

-------------------------------------------------------------
4) Date Filed:

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<PAGE> 2

[RANGE RESOURCES LOGO]

Dear Stockholders:

On behalf of the Board of Directors, you are invited to attend Range's
2000 Annual Meeting of Stockholders to be held at the Fort Worth Club, 306 West
Seventh Street, 12th Floor, Fort Worth, Texas on Wednesday, May 24, 2000 at 9:00
a.m. local time.

During the meeting, we plan to review the business and affairs of the
Company and consider several proposals that require a stockholder vote. These
proposals are discussed in the attached Notice of Annual Meeting of
Stockholders. In addition, officers and directors of the Company will be present
to respond to your questions.

If you have any questions or need further assistance, please call
MacKenzie Partners, Inc., who will be assisting in connection with the annual
meeting, at (800) 322-2885 or call collect at (212) 929-5500. We hope you
personally attend the meeting, but whether or not you expect to attend, please
sign and return the enclosed proxy card at your earliest convenience so that
your shares will be represented and voted at the Annual Meeting. You may revoke
your proxy prior to, or at the meeting, and still vote in person if you so
desire. Your vote is important regardless of the number of shares you own.

Sincerely,

John H. Pinkerton
President and Chief Executive Officer

April 24, 2000
Fort Worth, Texas

<PAGE> 3

RANGE RESOURCES CORPORATION
500 THROCKMORTON STREET, SUITE 1900
FORT WORTH, TEXAS 76102

NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 24, 2000

To the Stockholders of Range Resources Corporation:

The Annual Meeting of Stockholders (the "Meeting") of Range Resources
Corporation (the "Company") will be held at the Fort Worth Club, 306 West
Seventh Street, 12th Floor, Fort Worth, Texas, on Wednesday, May 24, 2000 at
9:00 a.m. local time. The purposes for which the Meeting is to be held are as
follows.

1. To elect a board of seven Directors, each for a one-year term.

2. To consider and vote on a proposal to amend the Company's
Certificate of Incorporation increasing the number of shares
of Common Stock the Company is authorized to issue from
50,000,000 to 100,000,000 shares.

3. To consider and vote on a proposal to amend the Company's 1997
Stock Purchase Plan (the "1997 Plan") increasing the number of
shares of Common Stock authorized to be issued under the 1997
Plan from 900,000 to 1,250,000 shares.

4. To consider and vote on a proposal to amend the Company's 1994
Outside Directors Stock Option Plan (the "1994 Outside
Directors Plan") extending the term of the options granted
from five years to ten years and extending the vesting period
from three years to four years.

5. To consider and vote on a proposal to amend the Company's 1994
Outside Directors Plan increasing the number of shares of
Common Stock authorized to be issued under the 1994 Outside
Directors Plan from 200,000 to 300,000 shares.

6. To transact such other business as may properly come before
the Meeting or any adjournment thereof.

The holders of shares of Common Stock and the $2.03 Convertible
Exchangeable Preferred Stock of record at the close of business on March 27,
2000 are entitled to notice of and to vote, as described under "Voting Rights"
in the attached Proxy Statement, at the Meeting or any adjournment thereof. The
list of stockholders entitled to vote at the Meeting will be open to the
examination of any stockholder during ordinary business hours for a period of
ten days prior to the Meeting at the Company's temporary headquarters, 801
Cherry Street, Suite 1550, Fort Worth, Texas. Such list will also be produced at
the time and place of the Meeting and be kept open during the Meeting for
inspection by any stockholder who may be present.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE PROVIDED. ANY PERSON
GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME PRIOR TO ITS EXERCISE AND,
IF PRESENT AT THE MEETING, MAY WITHDRAW IT AND VOTE IN PERSON.

BY THE ORDER OF THE BOARD OF DIRECTORS

Rodney L. Waller
Secretary

April 24, 2000
Fort Worth, Texas

<PAGE> 4

RANGE RESOURCES CORPORATION

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 24, 2000

INTRODUCTION

The enclosed proxy is solicited by and on behalf of the Board of
Directors of RANGE RESOURCES CORPORATION, a Delaware corporation (the
"Company"), for use at the Annual Meeting of Stockholders to be held Wednesday,
May 24, 2000 at 9:00 a.m. local time, at the Fort Worth Club, 306 West Seventh
Street, 12th Floor, Fort Worth, Texas and any adjournment thereof (the
"Meeting"). The matters to be considered and acted upon at the Meeting are
summarized in the foregoing Notice of Annual Meeting of Stockholders and this
detailed Proxy Statement. This Proxy Statement and the related form of proxy are
being mailed on or about April 24, 2000, to all holders of the Company's Common
Stock, $.01 par value (the "Common Stock"), and the Company's $2.03 Convertible
Exchangeable Preferred Stock, $1 par value (the "Preferred Stock") (collectively
the "Stockholders"), of record on March 27, 2000. Shares of the Common Stock and
Preferred Stock represented by proxies will be voted as hereinafter described or
as otherwise specified by each Stockholder. Any proxy given by a Stockholder may
be revoked by the Stockholder at any time prior to the voting of the proxy by
delivering a written notice to the Secretary of the Company, by executing and
delivering a later-dated proxy or by attending the Meeting and voting in person.

The persons named as proxies are John H. Pinkerton and Rodney L.
Waller, President and Corporate Secretary of the Company, respectively. The cost
of preparing, assembling and mailing the proxy, this Proxy Statement and the
other material enclosed and all clerical and other expenses of solicitation will
be borne by the Company. In addition to the solicitation of proxies by use of
the mails, directors, officers and employees of the Company may solicit proxies
by telephone, telegram or personal interview. The Company also will request
brokerage firms and other custodians, nominees and fiduciaries to forward
soliciting material to the beneficial owners of Common Stock and Preferred Stock
held of record by such custodians and will reimburse such custodians for their
expenses in forwarding soliciting materials.

VOTING RIGHTS

VOTING STOCK AND RECORD DATE

Only holders of shares of Common Stock and Preferred Stock of record at
the close of business on March 27, 2000 will be entitled to vote at the Meeting.
On March 27, 2000, the Company had 39,882,402 issued and outstanding shares of
Common Stock, each such share entitling the holder thereof to one vote on each
matter, and 1,025,075 outstanding shares of Preferred Stock, each such share
entitling the holder thereof to one vote on each matter. Holders of shares of
Common Stock and Preferred Stock are not entitled to cumulative voting rights.
The Common Stock and the Preferred Stock vote together as a single class on all
matters except when Delaware law or the Company's charter requires otherwise.

QUORUM AND ADJOURNMENTS

The presence, in person or by proxy, of Stockholders holding a majority
of the votes eligible to be cast at the Meeting is necessary to constitute a
quorum at the Meeting. If a quorum is not present, the Stockholders entitled to
vote who are present, in person or by proxy, at the Meeting have the power to
adjourn the Meeting from time to time, without notice other than an announcement
at the Meeting, until a quorum is present. At an adjourned meeting at which a
quorum is present, any business may be transacted that might have been
transacted at the Meeting as originally notified.

1
<PAGE> 5

VOTES REQUIRED

The Stockholders will elect directors by a plurality of the votes
present and entitled to vote at the Meeting. An affirmative vote of Stockholders
holding a majority of the votes cast at the Meeting will be required to act upon
Proposals III, IV and V. In accordance with the terms of the 1997 Plan, an
affirmative vote of Stockholders holding a majority of the outstanding shares of
both the Common Stock and the Preferred Stock voting together as a single class
is required to amend the 1997 Plan as proposed in this Proxy Statement. Proposal
II, an amendment to the Company's charter, will require the affirmative vote of
(i) the Stockholders holding a majority of the outstanding shares of Common
Stock voting as a single class; and (ii) the Stockholders holding a majority of
the outstanding shares of both the Common Stock and the Preferred Stock voting
together as a single class.

BROKER NON-VOTES AND ABSTENTIONS

Brokers who hold shares in street name for customers are required to
vote shares in accordance with the instructions received from the beneficial
owners. Brokers are not permitted to vote on discretionary items if they have
not received instructions from the beneficial owners, but they are permitted to
indicate a "broker non-vote" on non-discretionary items absent instructions from
the beneficial owner. Abstentions and broker non-votes will count in determining
whether a quorum is present at the Meeting. Both abstentions and broker
non-votes will not have any effect on the outcome of voting on director
elections. For Proposals III, IV and V, abstentions will be included in the
number of shares voting and will have the effect of voting against the proposal
and broker non-votes will not be included in the number of shares voting and,
therefore, will have no effect on the outcome of voting. Since the amendment to
the charter requires an affirmative vote of Stockholders holding a majority of
all outstanding shares of Common Stock voting as a single class and an
affirmative vote of Stockholders holding a majority of the Common Stock and the
Preferred Stock voting together as a single class, both abstentions and broker
non-votes will have the effect of voting against Proposal II. Since the 1997
Plan requires an affirmative vote of the Stockholders holding a majority of the
Common Stock and the Preferred Stock voting together as a single class, both
abstentions and broker non-votes will have the effect of voting against Proposal
III.

DEFAULT VOTING

A proxy that is properly completed and returned will be voted at the
Meeting in accordance with the instructions on the proxy. If you properly
complete and return a proxy but do not indicate any contrary voting
instructions, your shares will be voted "FOR" all five Proposals listed in the
Notice of Annual Meeting of Stockholders and any other business as may properly
come before the Meeting or any adjournment or postponement thereof. If the
Company proposes to adjourn the Meeting, the proxy holders will vote all shares
for which they have voting authority in favor of adjournment. The Board of
Directors knows of no matters other than those stated in the Notice of Annual
Meeting of Stockholders and described in this Proxy Statement to be presented
for consideration at the Meeting.

This Proxy Statement is dated April 24, 2000.

2
<PAGE> 6

SECURITY OWNERSHIP

The following table sets forth certain information as of March 27, 2000
regarding (i) the share ownership of the Company by each person known to the
Company to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock or Preferred Stock of the Company, (ii) the share ownership of the
Company by each Director and each of the four Named Executive Officers (as
defined under "Executive Compensation - Summary Compensation Table"), and (iii)
the share ownership of the Company by all Directors and executive officers, as a
group. The business address of each officer and Director listed below is: c/o
Range Resources Corporation, 500 Throckmorton Street, Suite 1900, Fort Worth,
Texas 76102.
<TABLE>
<CAPTION>

COMMON STOCK PREFERRED STOCK
------------------------------------------------------------------
NUMBER OF SHARES NUMBER OF SHARES
BENEFICIALLY PERCENT BENEFICIALLY PERCENT
OWNER OWNED OF CLASS OWNED OF CLASS
- ------------------------------------- ----------------- -------- ---------------- ----------

<S> <C> <C> <C> <C>
Thomas J. Edelman 1,215,163 (1) 3.04% 0 0%
John H. Pinkerton 521,392 (2) 1.30% 0 0%
Robert E. Aikman 110,776 (3) 0.28% 0 0%
Anthony V. Dub 105,211 (4) 0.26% 0 0%
Allen Finkelson 89,691 (5) 0.22% 0 0%
Ben A. Guill 116,560 (6) 0.29% 0 0%
Jonathan S. Linker 4,835 (7) 0.01% 0 0%
Herbert A. Newhouse 203,093 (8) 0.51% 0 0%
Chad L. Stephens 158,560 (9) 0.40% 0 0%
All Directors and executive officers as a group (11 2,569,775 (10) 6.34% 0 0%
persons)
Dimensional Fund Advisors Inc. 2,317,161 (11) 5.81% 0 0%
First Reserve Fund VII Limited Partnership 4,501,298 (12) 11.29% 0 0%
Franklin Resources Inc. 3,309,910 (13) 8.30% 0 0%
Mellon Financial Corporation 2,493,493 (14) 6.25% 0 0%
Putnam Investments 1,903,105 (15) 4.77% 0 0%
Green-Chon Group LLC 0 0% 530,940 (16) 51.79%
Forest Investment Management 0 0% 151,200 (17) 14.75%
</TABLE>

(1) Includes 148,125 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days; 239,738 shares held under IRA, KEOGH and pension plan accounts;
44,116 shares owned by Mr. Edelman's spouse; and 93,250 shares owned by
Mr. Edelman's minor children, to which Mr. Edelman disclaims beneficial
ownership.
(2) Includes 148,125 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days; 119,753 shares held under IRA and pension plan accounts; 4,772
shares owned by Mr. Pinkerton's minor children; and 3,499 shares owned
by Mr. Pinkerton's spouse, to which Mr. Pinkerton disclaims beneficial
ownership.
(3) Includes 23,200 shares which may be purchased under currently
exercisable stock options, or options that are exercisable within 60
days; 14,366 shares owned by Mr. Aikman's spouse; and 10,010 shares
owned by Mr. Aikman's minor children, to which Mr. Aikman disclaims
beneficial ownership.
(4) Includes 23,200 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days.
(5) Includes 23,200 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days.
(6) Includes 23,200 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days..
(7) Includes 4,835 shares which may be purchased under currently
exercisable stock options.
(8) Includes 150,721 shares which may be purchased under currently
exercisable stock option or options that are exercisable within 60
days.
(9) Includes 74,688 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days; 15,000 shares owned by Mr. Stephens' spouse; and 3,879 shares
owned by Mr. Stephens' minor children, to which Mr. Stephens disclaims
beneficial ownership.
(10) Includes 619,294 shares which may be purchased under currently
exercisable stock options or options that are exercisable within 60
days.
(11) Such Stockholder's address is 1299 Ocean Avenue, 11th Floor, Santa
Monica, California 90401.
(12) Such Stockholder's address is c/o William Macaulay, 475 Steamboat Road,
Greenwich, Connecticut 06830.
(13) Such Stockholder's address is 777 Mariners Island Blvd., 6th Floor, San
Mateo, California 94404.
(14) Such Stockholder's address is 1 Mellon Bank Center, Pittsburgh,
Pennsylvania 15258
(15) Such Stockholder's address is One Post Office Square, Boston,
Massachusetts 02109.
(16) Such Stockholder's address is 360 East 88th Street, #2D, New York, New
York 10128.
(17) Such Stockholder's address is 53 Forest Avenue, Old Greenwich,
Connecticut 06870.

3
<PAGE> 7

PROPOSAL I -- ELECTION OF DIRECTORS

NOMINATION AND ELECTION OF DIRECTORS

The Board of Directors has nominated Messrs. Robert E. Aikman, Anthony
V. Dub, Thomas J. Edelman, Allen Finkelson, Ben A. Guill, Jonathan S. Linker,
and John H. Pinkerton (all of whom are currently members of the Board of
Directors) to serve as Directors of the Company for terms of one year expiring
at the 2001 Annual Meeting of Stockholders or until their successors have been
elected and qualified.

Unless otherwise specified, shares represented by proxies will be voted
in favor of the election of all of the nominees, except that, in the event any
nominee should not continue to be available for election, such proxies will be
voted for the election of such other persons as the Board of Directors may
recommend. Management does not presently contemplate that any of the nominees
will become unavailable for election for any reason.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF
THE NOMINEES.

INFORMATION CONCERNING NOMINEES

The following table sets forth the names of the nominees and certain
information with regard to each nominee.
<TABLE>
<CAPTION>

HELD
NAME OF NOMINEE AGE OFFICE SINCE POSITION WITH COMPANY
--------------- --- ------------ ---------------------
<S> <C> <C> <C>
Robert E. Aikman 68 1990 Director

Anthony V. Dub 50 1995 Director

Thomas J. Edelman 49 1988 Chairman and Director

Allen Finkelson 53 1994 Director

Ben A. Guill 49 1995 Director

Jonathan S. Linker 51 1998 Director

John H. Pinkerton 46 1988 President, Chief Executive
Officer and Director
</TABLE>

ROBERT E. AIKMAN, a Director, joined the Company in 1990. Mr. Aikman
has more than 40 years experience in petroleum and natural gas exploration and
production throughout the United States and Canada. From 1984 to 1994 he was
Chairman of the Board of Energy Resources Corporation. From 1979 through 1984,
he was the President and principal shareholder of Aikman Petroleum, Inc. From
1971 to 1977, he was President of Dorchester Exploration Inc. and from 1971 to
1980, he was a Director and a member of the Executive Committee of Dorchester
Gas Corporation. Mr. Aikman is also Chairman of Provident Communications, Inc.,
Chairman of the general partner of WhamTech, L.P., and President of The
Hawthorne Company, an entity which organizes joint ventures and provides
advisory services for the acquisition of oil and gas properties. He was
President of Enertec Corporation that was reorganized under Chapter 11 of the
Bankruptcy Code in December 1994. In addition, Mr. Aikman is a director of the
Panhandle Producers and Royalty Owners Association and a member of the
Independent Petroleum Association of America, Texas Independent Producers and
Royalty Owners Association and American Association of Petroleum Landmen. Mr.
Aikman graduated from the University of Oklahoma in 1952.

ANTHONY V. DUB was elected to serve as a Director of the Company in
1995. Mr. Dub is Chairman of Indigo Capital, LLC, a financial advisory firm
based in New York City. Prior to forming Indigo Capital in 1997, he served as an
officer of Credit Suisse First Boston, an investment banking firm. Mr. Dub
joined Credit Suisse First Boston in 1971 and was named a Managing Director in
1981. Mr. Dub received his Bachelor of Arts Degree from Princeton University in
1971.

4
<PAGE> 8

THOMAS J. EDELMAN, Chairman and Chairman of the Board of Directors,
joined the Company in 1988. He served as its Chief Executive Officer until 1992.
From 1981 to 1997, Mr. Edelman served as a director and President of Snyder Oil
Corporation ("SOCO"), an independent, publicly traded oil and gas company. In
1996, Mr. Edelman was appointed Chairman and Chief Executive Officer of Patina
Oil & Gas Corporation, an independent oil and gas company. Prior to 1981, Mr.
Edelman was a Vice President of The First Boston Corporation. From 1975 through
1980, Mr. Edelman was with Lehman Brothers Kuhn Loeb Incorporated. Mr. Edelman
received his Bachelor of Arts Degree from Princeton University and his Masters
Degree in Finance from Harvard University's Graduate School of Business
Administration. Mr. Edelman serves as a director of (i) the general partner of
Star Gas Partners, L.P., a publicly-traded master limited partnership, which
distributes fuel oil and propane; (ii) Paradise Music & Entertainment, Inc.;
(iii) WellBid, Inc., a private company developing a business-to-business
procurement service for the oil and gas industry.

ALLEN FINKELSON was appointed a Director in 1994. Mr. Finkelson has
been a partner at Cravath, Swaine & Moore since 1977, with the exception of the
period from September 1983 through August 1985, when he was a managing director
of Lehman Brothers Kuhn Loeb Incorporated. Mr. Finkelson was first employed by
Cravath, Swaine & Moore as an associate in 1971. Mr. Finkelson received his
Bachelor of Arts Degree from St. Lawrence University and his Doctor of Laws
Degree from Columbia University School of Law.

BEN A. GUILL was elected to serve as a Director of the Company in 1995.
In September 1998 Mr. Guill joined First Reserve Corporation as President of its
Houston office. First Reserve is a private equity firm, dedicated to the energy
industry. Prior to joining First Reserve, Mr. Guill was a Partner and Managing
Director of Simmons & Company International, an investment banking firm located
in Houston, Texas, which focuses on the oil service and equipment industry. Mr.
Guill had been with Simmons & Company since 1980. Prior to that Mr. Guill was
with Blyth Eastman Dillon & Company from 1978 to 1980. Mr. Guill received his
Bachelor of Arts Degree from Princeton University and his Masters Degree in
Finance from the Wharton Graduate School of Business at the University of
Pennsylvania.

JONATHAN S. LINKER has served as a Director of the Company since August
1998. Mr. Linker has been a Managing Director of First Reserve since 1996, the
President and a director of IDC Energy Corporation since 1987, and a Vice
President and Director of Sunset Production Corporation since 1991. Mr. Linker
earned a Bachelor of Arts degree in Geology from Amherst College, a Master of
Arts degree in Geology from Harvard University and a Master of Business
Administration degree from the Harvard Business School.

JOHN H. PINKERTON, President, Chief Executive Officer and a Director,
joined the Company in 1988 as a Director. He was appointed President in 1990 and
Chief Executive Officer in 1992. Previously, Mr. Pinkerton was Senior Vice
President-Acquisitions of SOCO. Prior to joining SOCO in 1980, Mr. Pinkerton was
with Arthur Andersen & Co. Mr. Pinkerton received his Bachelor of Arts Degree in
Business Administration from Texas Christian University and his Master of Arts
Degree in Business Administration from the University of Texas. Mr. Pinkerton is
also director of Venus Exploration, Inc., a publicly traded exploration and
production company in which Range owned 19% at December 31, 1999.

INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES

During 1999, the Board of Directors met nine times. During 1999, each
Director attended or participated in at least 75% of the meetings of the Board
of Directors and of the committees on which they served. In addition, management
confers frequently with its Directors on an informal basis to discuss Company
affairs.

The committees of the Board of Directors, the current members and the
primary functions of the committees are as follows:

EXECUTIVE COMMITTEE. The Executive Committee was established in 1994 to
review and authorize actions required in the management of the business and
affairs of the Company, which would otherwise be determined by the Board of
Directors, where it is not practicable to convene the full Board of Directors.
The members of the Executive Committee are Messrs. Edelman, Finkelson and
Pinkerton. During 1999, the Executive Committee held no meetings.

COMPENSATION COMMITTEE. The Compensation Committee reviews and approves
executive salaries and administers bonus, incentive compensation and stock
option plans of the Company. This committee advises and consults with management
regarding pensions and other benefits and significant compensation policies and
practices of the Company.

5
<PAGE> 9

This committee also considers nominations of candidates for corporate officer
positions. The members of Compensation Committee are Messrs. Aikman, Finkelson
and Guill. During 1999, the Compensation Committee held six meetings.

AUDIT COMMITTEE. The Audit Committee reviews the professional services
provided by the Company's independent public accountants and the independence of
such accountants from management of the Company. This committee also reviews the
scope of the audit coverage, the annual financial statements of the Company and
such other matters with respect to the accounting, auditing and financial
reporting practices and procedures of the Company as it may find appropriate or
as have been brought to its attention. The members of the Audit Committee are
Messrs. Aikman, Dub and Guill. During 1999, the Audit Committee held one
meeting.

DIVIDEND COMMITTEE. The Dividend Committee was established in late 1997
and is authorized and directed to approve the payment of dividends on all of the
Company's securities at the same rates as were paid by the Company to its
Stockholders in the previous quarter. The members of the Dividend Committee are
Messrs. Edelman and Pinkerton. During 1999, the Dividend Committee acted three
times by unanimous consent and held one meeting.

Non-officer Directors receive $25,000 per annum, are granted per annum
8,000 options to purchase Common Stock of the Company under the Company's 1994
Outside Directors Stock Option Plan (the "1994 Outside Directors Plan") and are
reimbursed for expenses in attending Board of Directors and committee meetings.
For a complete description of the 1994 Outside Directors Plan, please see the
information about the 1994 Outside Directors Plan provided under Proposal IV
below. The Directors receive no compensation for committee meetings attended.
Directors who are officers of the Company or its affiliates are not compensated
for their Board of Directors and committee activities.

In connection with the merger with Domain Energy Corporation (the
"Merger") the Company adopted the Domain Energy Corporation 1997 Stock Option
Plan for Non-Employee Directors (the "Domain Director Plan"). Subsequent to the
Merger, no new options will be granted under the Domain Director Plan. At
December 31, 1999, options to purchase 9,670 shares were outstanding and
exercisable at $11.77 per share.

EXECUTIVE OFFICERS

Set forth below is certain information, as of April 10, 2000, regarding
the executive officers of the Company:
<TABLE>
<CAPTION>

NAME AGE OFFICER SINCE POSITION(S) WITH COMPANY
---- --- ------------- ------------------------
<S> <C> <C> <C>
Thomas J. Edelman 49 1988 Chairman

John H. Pinkerton 46 1988 President and Chief Executive Officer

Eddie M. LeBlanc, III 51 2000 Senior Vice President and Chief Financial Officer

Herbert A. Newhouse 53 1998 Senior Vice President - Gulf Coast

Chad L. Stephens 45 1990 Senior Vice President - Southwest

Rodney L. Waller 50 1999 Senior Vice President
</TABLE>

For biographical information with respect to Messrs. Edelman and
Pinkerton, see "Election of Directors - Information Concerning Nominees" above.

EDDIE M. LEBLANC III, Senior Vice President and Chief Financial
Officer, joined the Company in January 2000. Previously Mr. LeBlanc was a
founder of Interstate Natural Gas Company, which merged into Coho Energy in
1994. At Coho Energy Mr. LeBlanc served as Senior Vice President and Chief
Financial Officer. Mr. LeBlanc's twenty-five years of experience include
assignments in the oil and gas subsidiaries of Celeron Corporation and Goodyear
Tire and Rubber. Prior to his industry experience, Mr. LeBlanc was with a
national accounting firm, he is a certified public accountant, a chartered
financial analyst, and holds a Bachelor's degree from University of Southwest
Louisiana.

6
<PAGE> 10

HERBERT A. NEWHOUSE, Senior Vice President - Gulf Coast, joined the
Company in 1998. Prior to joining Range, Mr. Newhouse served as Executive Vice
President of Domain Energy Corporation from 1997 to 1998. He was a former Vice
President of Tenneco Ventures Corporation from 1995 to 1997. Mr. Newhouse was an
employee of Tenneco for over 17 years and has 30 years of operational and
managerial experience in oil and gas exploration and production. Mr. Newhouse
received his Bachelor's degree in Chemical Engineering from Ohio State
University.

CHAD L. STEPHENS, Senior Vice President - Southwest, joined the Company
in 1990. Previously, Mr. Stephens was with Duer Wagner & Co., an independent oil
and gas producer, since 1988. Prior thereto, Mr. Stephens was an independent oil
operator in Midland, Texas for four years. From 1979 to 1984, Mr. Stephens was
with Cities Service Company and HNG Oil Company. Mr. Stephens received his
Bachelor of Arts Degree in Finance and Land Management from the University of
Texas.

RODNEY L. WALLER, Senior Vice President and Corporate Secretary, joined
Range in September 1999. Previously, Mr. Waller had been with Snyder Oil
Corporation, now Santa Fe Snyder Corporation, since 1977, where he served as a
senior vice president. Before joining Snyder, Mr. Waller was employed by Arthur
Andersen. Mr. Waller received his Bachelor of Arts degree from Harding
University and holds a certified public accountant designation.

EXECUTIVE COMPENSATION

The following table sets forth the total compensation awarded to, earned
or paid by the Company to its CEO and its four (4) most highly compensated
executive officers who are serving as executive officers at the end of the
Company's last completed fiscal year for services rendered in all capacities
during the Company's fiscal years ended December 31, 1999, 1998 and 1997. In
this Proxy Statement, we refer to the individuals listed below as the "Named
Executive Officers."
<TABLE>
<CAPTION>

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------ --------------------
NAME AND STOCK OPTION ALL OTHER
PRINCIPAL POSITION YEAR SALARY ($) BONUS($) AWARDS (#) COMPENSATION ($)(a)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Thomas J. Edelman 1999 $ 65,000 $145,313 (c) 72,500 $ 67,122
Chairman 195,000 (b)
1998 196,923 -0- 50,000 99,994
1997 172,500 125,000 (d) 50,000 96,242

John H. Pinkerton 1999 285,000 50,000 72,500 32,357
President & Chief Executive Officer 50,000(b)
1998 328,846 -0- 50,000 99,601
1997 281,666 250,000 (d) 50,000 96,242

Michael V. Ronca (e) 1999 235,000 -0- 50,000 28,607
Chief Operating Officer 25,000(b)
1998 89,000 -0- 40,000 4,932

Herbert A. Newhouse 1999 159,994 25,000 31,250 21,107
Senior Vice President-Gulf Coast 1998 54,767 15,000 (f) 25,000 42,464 (g)

Chad L. Stephens 1999 150,000 10,000 38,750 20,122
Senior Vice President-Southwest 1998 146,923 -0- 25,000 42,021
1997 125,833 50,000 (h) 25,000 41,192
</TABLE>

7
<PAGE> 11

(a) Represents the Company's contribution to the 401(k) and deferred
compensation plans on behalf of the named executive along with the
value, if any, attributable the executive's participation in the
Stock Purchase Plan.
(b) In 1999, a portion of the named executive's salary was paid in
restricted Common Stock. The Company issued 133,333 shares to
Edelman, 34,188 shares to Pinkerton, and 17,094 shares to Ronca. The
number of shares of Common Stock issued under this program was
calculated by taking the salary foregone and dividing it by the fair
market value of the Common Stock at the time of the transaction
multiplied by 0.6. The dollar amount represented above in conjunction
with this footnote is the amount of cash salary foregone.
(c) Bonus awarded in the form of 100,000 shares of restricted Common
Stock valued as the fair market value of the Common Stock at the time
of the transaction multiplied by .75.
(d) Bonus amounts include $125,000 of contributions made to the Company's
deferred compensation plan on behalf of the named executive which
vest over three years if they remain employed by the Company. The
bonus was given in the form of shares of restricted Common Stock. The
number of shares of restricted Common Stock awarded was calculated by
taking bonus amount and dividing it by the fair market value of the
Common Stock at the time of the transaction multiplied by .75. The
dollar amount reported above is the actual dollar amount of the
bonus.
(e) Mr. Ronca and the Company agreed to terminate his position with the
Company effective February 11, 2000. Pursuant to the terms of a
termination agreement with the Company, the Company agreed that it
would (i) effective as of March 2, 2000, cause Mr. Ronca's vested
options to purchase Common Stock of the Company to be fully
exercisable for ninety (90) days after March 2, 2000; (ii) extend the
maturity date of a promissory note between Mr. Ronca and the Company
in the principal amount of $130,000 until April 2, 2002 on an
interest free basis and forgive the promissory note in its entirety
on April 2, 2002, provided Mr. Ronca has fulfilled his obligations
under the termination agreement; (iii) pay Mr. Ronca his vested
benefit under the Company's deferred compensation plan in the form of
a lump sum cash payment; and (iv) give Mr. Ronca the vested portion
of his 401(k) plan account, which amount is to be released to Mr.
Ronca in accordance with applicable law. In addition, pursuant to the
termination agreement and related agreements, Mr. Ronca received from
the Company $263,333 on April 3, 2000 and will receive from the
Company $263,333 on April 2, 2001 and $220,000 on April 2, 2002. See
"Certain Relationships and Related Transactions" below for additional
amounts Mr. Ronca will receive from First Reserve Corporation. In
consideration of the above, Mr. Ronca has agreed to waive certain
potential claims against the Company, and through April 2, 2002,
consult with the Company from time to time up to fifty (50) hours per
year.
(f) Bonus paid in Company restricted Common Stock; vested over three
years if Mr. Newhouse remains employed by the Company. The bonus was
given in the form of shares of restricted Common Stock. The number of
shares of restricted Common Stock awarded was calculated by taking
bonus amount and dividing it by the fair market value of the Common
Stock at the time of the transaction multiplied by .75. The dollar
amount reported above is the actual dollar amount of the bonus.
(g) Includes $40,000 retention bonus paid in cash to Mr. Newhouse in
connection with merger with Domain Energy Corporation.
(h) Fifty percent of bonus amounts vest on January 1st of the following
year if the individual remains employed by the Company. Of the total
bonus amount listed above, 50% was given Mr. Stephens in cash and 50%
was granted in restricted Common Stock. As to the bonus amount
granted in restricted Common Stock, the number of shares of
restricted Common Stock awarded was calculated by taking bonus amount
and dividing it by the fair market value of the Common Stock at the
time of the transaction multiplied by .75. The dollar amount reported
above is the actual dollar amount of the bonus.

STOCK OPTION GRANTS AND EXERCISES

The following table sets forth information for the fiscal year ended
December 31, 1999, respecting the grant of stock options to the Named Executive
Officers. The stock options were granted at the market price on the date of
grant. No stock appreciation rights have ever been granted by the Company.

8
<PAGE> 12
<TABLE>
<CAPTION>

STOCK OPTION GRANTS IN LAST FISCAL YEAR

INDIVIDUAL GRANTS
---------------------------------------------------------- POTENTIAL REALIZABLE VALUE
NUMBER OF PERCENT OF AT ASSUMED ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM (a)
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------------
NAME GRANTED (#) FISCAL YEAR PRICE DATE 5% 10%
--------------------------- ------------- ---------------- ----------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Thomas J. Edelman 72,500 7.2% $ 2.6250 3/11/04 $119,687 $303,309
John H. Pinkerton 72,500 7.2% 2.6250 3/11/04 119,687 303,309
Michael V. Ronca 50,000 5.0% 2.6250 3/11/04 82,542 209,179
Herbert A. Newhouse 31,250 3.1% 2.6250 3/11/04 51,589 130,737
Chad L. Stephens 38,750 3.9% 2.6250 3/11/04 63,970 162,113
</TABLE>

(a) The assumed annual rates of stock price appreciation used in showing
the potential realizable value of stock option grants are prescribed
by the Securities and Exchange Commission. The actual realized value
of the options may be significantly greater or less than assumed
amounts. For options granted in 1999, the values shown for 5% and 10%
appreciation equate to a stock price of $4.28 and $6.81,
respectively, at the expiration date of the options.

The following table sets forth information at December 31, 1999,
respecting exercisable and non-exercisable options held by the Named Executive
Officers. The table also includes the value of "in-the-money" options which
represents the spread between the exercise price of the existing stock options
and the year end Common Stock price of $3.1875.
<TABLE>
<CAPTION>

YEAR END OPTION VALUES TABLE

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
SHARES AT FISCAL YEAR-END 1999 FISCAL YEAR-END 1999
ACQUIRED ON VALUE (UNEXERCISABLE (U)/ (UNEXERCISABLE (U)/
NAME EXERCISE (#) REALIZED EXERCISABLE (E)) EXERCISABLE(E))
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Thomas J. Edelman -0- $ -0- 127,500 U $ 40,781- U
145,000 E -0- E
John H. Pinkerton 70,000 210,000 127,500 U 40,781 U
151,667 E -0- E
Michael V. Ronca 204,988 536,044 80,000 U 28,125 U
214,988 E -0- E
Herbert A. Newhouse -0- -0- 50,000 U 17,578 U
142,908 E 217,115 E
Chad L. Stephens -0- -0- 66,250 U 21,797 U
72,500 E -0- E
</TABLE>

EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS

There are no employment agreements or change in control agreements
currently in effect between the Company and any employee. The Company has agreed
to pay the Named Executive Officers the following salaries in the year 2000:

Thomas J. Edelman $335,000
John H. Pinkerton $335,000
Herbert A. Newhouse $165,600
Chad L. Stephens $155,300

See footnote (e) to the Executive Compensation Table for a discussion
of the termination agreement with Mr. Ronca.

9
<PAGE> 13

In 1997 the Board of Directors adopted a change in control plan
pursuant to which a key employee group comprised of executive officers and other
key employees of the Company (the "Management Group") will receive a certain
level of severance and vesting benefits if there is a change in control of the
Company and all other employees of the Company (the "Employee Group") will
receive more limited severance and vesting benefits. Upon a change in control of
the Company all non-vested securities of the Company held by persons in both the
Management Group and the Employee Group, including, without limitation, all
non-vested options to purchase Common Stock held by them, will automatically
vest.

If any person in the Management Group is terminated within one year of
such change in control or if job responsibilities or compensation of a person in
the Management Group is materially altered within one year of such change of
control, then such person shall receive a lump sum payment (the "Management
Payment") equal to (i) an amount equal to such person's annual base salary for
the year in which the Management Payment is to be made plus (ii) an amount equal
to the average of such person's bonuses for the two years prior thereto. If any
person in the Employee Group is terminated within one year of such change in
control, then such person shall receive a lump sum payment (the "Employee
Payment") equal to (i) an amount equal to six months of such person's annual
base salary for the year in which the Employee Payment is to be made plus (ii)
an amount equal to one half of the average of such person's bonuses for the two
years prior thereto.

Notwithstanding the foregoing, the amount of either of the Management
Payment or the Employee Payment (collectively, the "Payment") is dependent upon
the duration of employment with the Company, with each person receiving
one-third of the Payment if they have been employed by the Company for less than
two years, two-thirds of the Payment if they have been employed by the Company
for between two and three years and receiving the full amount of the Payment if
they have been employed by the Company for at least three years.

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board of Directors has overall
responsibility for compensation actions affecting the Company's executive
officers. The Compensation Committee's duties include improving base salaries,
setting incentive compensation targets and discretionary bonus amounts and
administering executive compensation plans.

GENERAL COMPENSATION PHILOSOPHY

The Compensation Committee believes that the Company's executive
officers' ("Executives") salaries and other forms of compensation should be
competitive with similarly sized oil and gas companies taking into account an
Executive's personal performance. The Compensation Committee uses stock options
and other equity-based incentives to retain and motivate Executives and other
key employees with the goal of improving long-term stock market performance.

COMPONENTS OF COMPENSATION

The key elements of the Company's Executive compensation program are
base salary, bonuses and stock option awards. In determining each component of
compensation, the Compensation Committee considers all elements of an
Executive's total compensation package, recommendations of the Company's CEO,
Mr. Edelman, and other objective and subjective criteria that the Compensation
Committee deems appropriate with respect to any particular Executive officer.

BASE SALARIES

Each Executive is provided with an annual base salary. The Compensation
Committee reviews the base salary of each Executive annually and makes
adjustments for Executives, other than the CEO, based on recommendations from
the CEO. The Compensation Committee considers the Executive's responsibilities,
specific experience and annual performance, compensation practices of
competitive similarly situated companies and the Executive's overall
contribution to the business and strategic objectives of the Company.

BONUSES

Bonuses for Executives are discretionary and based, except in the case
of the CEO, on recommendations of the CEO.

10
<PAGE> 14

STOCK OPTIONS

On May 24, 1999, the Board of Directors adopted the Company's 1999
Stock Incentive Plan, which was approved by the Stockholders at the Company's
1999 Annual Meeting (the "1999 Incentive Plan"). The 1999 Incentive Plan was a
replacement for the 1989 Option Plan, which expired in March 1999. Employees,
officers and directors of the Company may receive awards under the 1999
Incentive Plan. The Compensation Committee uses the 1999 Incentive Plan to
attract, motivate and retain key personnel and to reward them for making
contributions to the success of the Company. The 1999 Incentive Plan is
administered by the Compensation Committee in full compliance with Rule 16b-(3)
under the Securities Exchange Act of 1934. The Compensation Committee determines
the types of incentive awards granted to each participant under the 1999
Incentive Plan and the terms, conditions and limitations applicable to each
incentive award.

SECTION 162 OF THE INTERNAL REVENUE CODE

The Company's Executive compensation strategy is administered with the
goal to be cost and tax effective. The Company's attempts to avail itself of all
proper deductions under the Internal Revenue Code where practicable while
maintaining the flexibility to approve compensation arrangements that are deemed
to be in the interests of the Company, but which may not always qualify for full
tax deductibility. Section 162 of the Internal Revenue Code generally imposes a
$1,000,000 per person annual limit on the amount the Company may deduct as
compensation expense for its CEO and its four (4) other highest paid officers.
However, compensation that qualifies under Section 162(m) as performance based
is specifically exempt from the deduction limit. During 1999, no Executive of
the Company is expected to receive compensation in excess of $1,000,000 unless a
significant number of vested options are exercised.

COMPENSATION OF THE CHAIRMAN AND THE PRESIDENT

The Compensation Committee considered the Company's overall performance
and the individual contributions of the Chairman and of the President and Chief
Executive Officer in determining their 1999 bonuses and 2000 salary levels. Mr.
Pinkerton was awarded a $50,000 bonus with specific reference to his role in the
successful formation of the Great Lakes Energy Partners joint venture. The
Compensation Committee also approved a loan of up to $50,000 to be provided to
Mr. Pinkerton by the Company to assist him in paying taxes expected to be due in
connection with the exercise of certain non-qualified stock options during 1999.
The task of establishing the specific terms and the amount of the loan was
delegated to Mr. Pinkerton and the Chairman once the exact amount of the tax
liability is determined. Mr. Pinkerton's salary was maintained at its existing
level and the Compensation Committee deferred consideration of any increase
until the Company's financial position and operating performance improved. The
Compensation Committee awarded 100,000 restricted shares of the Company's Common
Stock to Mr. Edelman's deferred compensation account as a bonus and increased
his salary to $335,000. The bonus and salary increase were awarded in
recognition of Mr. Edelman's substantially increased involvement in the
day-to-day affairs of the Company and his contributions to the effort to turn
around the Company's financial performance and position.

Decisions on the bonuses and salary increases of the Company's other
Executives were influenced by the Company's overall performance as well as the
performance of the individual Executive's duties and their success in attaining
performance goals.

This report has been furnished by the members of the Compensation
Committee.

ROBERT E. AIKMAN
ALLEN FINKELSON
BEN A. GUILL

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Edelman, Chairman of the Company, also serves as an executive
officer and major shareholder of Patina Oil & Gas Corporation. The Company and
Patina have never had common business dealings and have never held interests in
any of the same properties.

11
<PAGE> 15

As described in footnote (e) to the Executive Compensation Table, the
Company has entered into a termination agreement with Mr. Ronca. In addition to
the amounts Mr. Ronca has and will receive from the Company, Mr. Ronca received
$131,667 on April 3, 2000 and will receive $131,667 on April 2, 2001 and
$175,000 on April 2, 2002 from First Reserve Corporation. First Reserve
Corporation is the general partner of First Reserve General Partner Fund VII,
which is the general partner of First Reserve Fund VII Limited Partnership.
First Reserve Fund VII Limited Partnership is the holder of 11.29% of the Common
Stock of the Company as of March 27, 2000.

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

Set forth below is a line graph comparing the percentage change in the
cumulative total return of the Common Stock, Dow Jones Secondary Oils Index, and
the S&P 500 Index for the five year period ended December 31, 1999. The graph
assumes that $100 was invested in Common Stock and each index on December 31,
1994. Furthermore, dividends are reinvested on the ex-dividend dates.

COMPARISON OF FIVE YEAR CUMULATIVE RETURN

[LINE GRAPH]
<TABLE>
<CAPTION>

1994 1995 1996 1997 1998 1999
----------- ---------- ---------- ---------- ---------- ----------

<S> <C> <C> <C> <C> <C> <C>
Range Resources Corporation $ 100 $ 142 $ 249 $ 236 $ 50 $ 46
DJ Secondary Oils 100 113 137 144 101 112
S&P 500 100 135 165 218 277 333
</TABLE>

PROPOSAL II -- AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION
TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK FROM 50,000,000 TO 100,000,000

PROPOSED AMENDMENT

On April 10, 2000, the Board of Directors unanimously adopted a
resolution setting forth a proposed amendment to the Company's Certificate of
Incorporation to increase the number of shares of Common Stock which the Company
is

12
<PAGE> 16

authorized to issue from 50,000,000 shares to 100,000,000 shares and has
declared the advisability of such amendment in accordance with Section 242(b)(1)
of the Delaware General Corporation Law. The Company currently has authorized
50,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock. No
change is being proposed in the number of authorized shares of Preferred Stock.
A true and correct copy of the proposed amendment is attached hereto as Exhibit
A. The statements made in this Proxy Statement regarding the amendment to the
Company's Certificate to increase the number of authorized shares of Common
Stock should be read in conjunction with and are qualified in their entirety by
reference to Exhibit A.

DESCRIPTION OF COMMON STOCK

Currently, the Certificate authorizes the issuance of 50,000,000 shares
of Common Stock, par value $.01 per share. As of March 27, 2000, the Company had
39,882,402 shares of Common Stock issued and outstanding. The issued and
outstanding shares of Common Stock are fully paid and nonassessable and held by
approximately 2,500 Stockholders of record. Except as otherwise required by law,
each share of Common Stock held of record entitles the Stockholder to one vote
on each matter which Stockholders may vote on at all meetings of the
Stockholders of the Company. The holders of the Company's Common Stock are not
entitled to cumulative voting rights nor are they entitled to preemptive,
subscription or conversion rights. In addition, there are not redemption or
sinking fund provisions applicable thereto. However, upon liquidation or
dissolution of the Company, the holders of the Common Stock are entitled to
share ratably in the residual assets of the Company.

The holders of the Company's Common Stock are entitled to share equally
and ratably in dividends paid, when, as and if declared by the Board of
Directors out of funds legally available for the payment thereof. Under the
Certificate and consistent with Delaware law, the declaration of dividends is
subject to the discretion of the Board of Directors. The Company has no present
intention of paying cash dividends on the Common Stock; rather, the Company
intends to retain earnings to repay debt and finance the development and
expansion of our operations. Nonetheless, the payment of cash dividends may be
restricted by a number of other factors, including future earnings, debt
indentures, capital requirements and the Company's overall financial condition.

REASON FOR THE INCREASE IN THE NUMBER OF SHARES OF COMMON STOCK

The Company as of the date hereof has outstanding approximately: (i)
39.9 million shares of Common Stock; (ii) 3.0 million shares of Common Stock
granted and outstanding or reserved for issuance in connection with outstanding
director and employee stock option plans; and (iii) certain potential
obligations to issue 10.1 million shares of Common Stock to holders of our
outstanding convertible preferred, trust preferred and debentures. Therefore, if
all the options granted by the Company and all the outstanding convertible
Preferred, Trust Preferred and Debentures converted to Common Stock, the Company
would have an insufficient number of shares of Common Stock to honor the
commitments enumerated in this paragraph.

The Board of Directors also considers the proposed increase in the
number of authorized shares of Common Stock desirable because it would give the
Board of Directors the necessary flexibility to issue Common Stock in connection
with and in furtherance of general corporate purposes, whether in the nature of
stock dividends and splits, acquisitions, financing, restructuring, retirement
of debt, employee benefits, the acquisition of other companies, compensation of
directors or any other appropriate corporate purpose. At this time, the Company
is actively pursuing alternatives to reduce indebtedness and/or restructure the
Company's capital, which may require the issuance of additional shares of the
Company's Common Stock. As of the date of this Proxy Statement, there is no
definitive plan for restructuring the Company's capital or reducing
indebtedness. Having such authorized shares available for issuance in the future
would allow shares to be issued without the expense and delay of a special
shareholder meeting. The issuance of additional Common Stock, however, will
dilute the voting power of the currently outstanding shares of Common Stock.

POTENTIAL ANTI-TAKEOVER EFFECT

Although neither the Board of Directors nor the management of the
Company views this proposal as an anti-takeover measure, the Company could use
authorized but unissued Common Stock to frustrate persons seeking to effect a
takeover or otherwise gain control of the Company. For example, the Company
could privately place shares of the Common Stock with purchasers who might side
with the Board of Directors in opposing a hostile takeover bid or issue shares
to a

13
<PAGE> 17

holder which would, thereafter, have sufficient voting power to assure that any
proposal to amend or repeal the Bylaws or certain provisions of the Certificate
would receive the requisite vote. Notwithstanding the potential anti-takeover
effect of the authorization of additional Common Stock, the Board of Directors
believes it is in the best interest of the Company to increase the number of
authorized shares of Common Stock for the reasons set forth above.

REQUIRED VOTE AND RECOMMENDATION

THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS HOLDING A MAJORITY OF THE
OUTSTANDING SHARES OF COMMON STOCK VOTING AS A SINGLE CLASS AND THE STOCKHOLDERS
HOLDING A MAJORITY OF THE OUTSTANDING SHARES OF BOTH THE COMMON STOCK AND THE
PREFERRED STOCK VOTING TOGETHER AS A SINGLE CLASS IS REQUIRED FOR ADOPTION OF
THE PROPOSED INCREASE IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
AVAILABLE FOR ISSUANCE. SEE THE SECTION OF THIS PROXY STATEMENT ENTITLED "VOTING
RIGHTS" FOR FURTHER DETAIL ON THE VOTING PROCESS AND PROCEDURE.

THE BOARD OF DIRECTORS BELIEVES THAT IT IS APPROPRIATE AND ADVISABLE
THAT THE STOCKHOLDERS ADOPT THE PROPOSED AMENDMENT TO THE CERTIFICATE OF
INCORPORATION AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED
AMENDMENT.

PROPOSAL III - APPROVAL OF THE AMENDMENT TO
THE COMPANY'S 1997 STOCK PURCHASE PLAN

PROPOSED AMENDMENT

On April 10, 2000, subject to Stockholder approval, the Board of
Directors approved a proposed amendment to Article IV of the Company's 1997
Stock Purchase Plan (the "1997 Plan"). The proposed amendment to Article IV
would increase the number of shares of the Common Stock reserved under the 1997
Plan from 900,000 to 1,250,000. A true and correct copy of the proposed
amendment is attached hereto as Exhibit B. The statements made in this Proxy
Statement regarding the amendment to the Company's Certificate to increase the
number of authorized shares of Common Stock should be read in conjunction with
and are qualified in their entirety by reference to Exhibit B.

DESCRIPTION OF THE 1997 PLAN

The following is a summary of the principal features of the 1997 Plan,
together with applicable tax implications. The summary, however, does not
purport to be a complete description of all provisions of the 1997 Plan. Any
Stockholder who wishes to obtain a copy of the actual plan document may do so by
a written request to Rodney Waller, Range Resources Corporation, 500
Throckmorton Street, Suite 1900, Fort Worth, Texas 76102.

ADMINISTRATION

The 1997 Plan is administered by the Stock Purchase Plan Committee
appointed by the Board of Directors. The Stock Purchase Plan Committee consists
of three (3) persons, all of whom are either directors or employees of the
Company. Currently, the members of the Compensation Committee of the Board of
Directors constitute the Stock Purchase Plan Committee.

The Stock Purchase Plan Committee has full and final authority to make
rules and regulations for the administration of the 1997 Plan, and to decide who
shall be eligible to participate in the 1997 Plan. The Stock Purchase Plan
Committee's interpretations and decisions regarding the 1997 Plan provisions are
final and conclusive.

SECURITIES SUBJECT TO THE 1997 PLAN

When the 1997 Plan was established, 500,000 shares of Common Stock were
reserved for use under the 1997 Plan. That amount was later increased to 900,000
shares of Common Stock and the currently proposed amendment would raise the
total of Common Stock shares available under the 1997 Plan to 1,250,000.

14
<PAGE> 18

ELIGIBILITY

As stated above, the Stock Purchase Plan Committee determines who may
participate in the 1997 Plan and how many shares they may purchase under the
1997 Plan. A person who is deemed eligible may become a participant in the 1997
Plan by filing with the Stock Purchase Plan Committee a consent to become a
participant under the 1997 Plan. The Stock Purchase Plan Committee determines
how securities may be purchased under the 1997 Plan. Purchases may be made by
cash, promissory note, payroll deductions or other methods. A share of Common
Stock may not be issued to a 1997 Plan participant until such share has been
fully paid for as provided by the Stock Purchase Plan Committee.

BENEFITS OFFERED

The benefit offered participants under the 1997 Plan is the opportunity
to purchase shares of Common Stock of the Company at a discount from the fair
market value of the share of Common Stock at the time of purchase. The purchase
price per share of any shares of Common Stock sold to a participant under the
1997 Plan , in the discretion of the Stock Purchase Plan Committee, may be
between 50% and 85% of the fair market value, including transaction costs of the
shares of Common Stock on the purchase date. Because the Common Stock of the
Company is listed on the New York Stock Exchange, the fair market value is the
closing price of a share of Common Stock on the New York Stock Exchange on the
last preceding business day in which the shares of Common Stock were traded
prior to the purchase date.

WITHDRAWAL; TERMINATION OF EMPLOYMENT

The participant may withdraw from the 1997 Plan at any time upon thirty
(30) days prior written notice. In the event of termination of the employment
between the participant and the Company for any reason, including death or
disability, the estate of the participant has no further rights under the 1997
plan.

TRANSFERABILITY OF BENEFIT

No right under the 1997 Plan may be assigned, transferred, pledged,
hypothecated or disposed of in any way and any attempted transfer or disposition
of the foregoing shall be null and void.

CERTAIN TRANSACTIONS

The aggregate number of shares of Common Stock for purchase under the
1997 Plan may be adjusted by the Board of Directors to reflect a stock dividend,
stock split, merger, combination, exchange of shares, recapitalization,
consolidation, liquidation or other similar changes or transactions of the
Company.

INDEMNIFICATION OF THE COMMITTEE

Members of the Stock Purchase Plan Committee are indemnified by the
Company against reasonable expenses, including attorneys fees actually and
necessarily incurred in connection with the defense of any action, suit or
proceeding or in connection with any appeal therein to which they or any of them
may be party by reason of any action taken or failure to act under or in
connection with the 1997 Plan and against all amounts paid by them in settlement
thereof or paid by them in satisfaction of a judgment in any action, suit or
proceeding related to their actions under the 1997 Plan.

FEDERAL TAX CONSEQUENCES

Upon the purchase of shares of Common Stock pursuant to the 1997 Plan,
a participant will recognize as compensation taxable ordinary income equal to
the excess of the fair market value of the shares of Common Stock purchased as
of purchase date over the purchase price. Generally, the Company will be
entitled to a business expense deduction equal to the taxable ordinary income
recognized by the participant. Upon disposition of the Common Stock, the
participant will generally recognize a capital gain or loss equal to the
difference between the selling price and the sum of the amount paid for such
stock plus any amount recognized as ordinary income upon purchase of the stock.
Such gain or loss will be long or short-term depending on whether the stock was
held for more than one year.

15
<PAGE> 19

OUTSTANDING PLAN BENEFITS

As of April 10, 2000, 544,397 shares have been issued under the 1997
Plan.
<TABLE>
<CAPTION>

1997 PLAN

NAME AND POSITION NUMBER OF SHARES PURCHASED
---------------------------------------------------------------- ---------------------------------
<S> <C>
Thomas J. Edelman, Chairman 65,000
John H. Pinkerton, President and Chief Executive Officer 40,000
Michael V. Ronca, Former Chief Operating Officer(a) -0-
Herbert A. Newhouse, Senior Vice President - Gulf Coast -0-
Chad L. Stevens, Senior Vice President - Southwest 20,000
Executive Group (4 persons) 135,000
Non-Executive Director Group (4 persons) 153,000
Non-Executive Officer/Employee Group (35 persons) 256,397
</TABLE>

(a)Mr. Ronca and the Company agreed to terminate his position with the
Company effective February 11, 2000.

TERMINATION AND AMENDMENT OF THE 1997 PLAN

The 1997 Plan shall continue in effect through January 1, 2007, unless
terminated earlier in the discretion of the Board of Directors. The Board of
Directors may amend the 1997 Plan from time to time, but "an affirmative vote of
a majority in interest of the Company's Stockholders" is required to amend the
1997 Plan in any way that would increase the cost of the 1997 Plan.

EFFECT OF AND REASONS FOR PROPOSED AMENDMENT

The Stock Purchase Plan is intended to provide an incentive to our
directors, officers, and key employees to invest in the Company just like our
Stockholders by giving them the opportunity to purchase the Company's Common
Stock at a reduced price. The 1997 Plan is designed to retain the services of
experienced and knowledgeable directors and key employees. Under the 1997 Plan,
Participants may purchase a specified number of shares at a specified price
(ranging from 50% to 85% of market value) as offered by the Compensation
Committee of the Board of Directors. All shares sold to date under the 1997 Plan
have been priced at 75% of market value at the time of sale.

The Board of Directors believes that equity-based incentives align the
interests of our management and employees with those of our Stockholders.
Providing stock option grants and other incentive awards under the Plan is an
important strategy for attracting and retaining the type of high-quality
executives, employees and advisors the Board of Directors believes is necessary
for the achievement of our goals.

Given the intense competition for such personnel, the Board of
Directors believes that its ability to offer competitive compensation packages,
including those with equity-based incentive components, is particularly
important in attracting and retaining qualified candidates.

If the amendment to the 1997 Plan is approved by the Stockholders, the
Company will increase the number of shares reserved under the 1997 Plan from
900,000 to 1,250,000 shares of Common Stock. As of April 10, 2000, four outside
directors, four executive officers and 35 non-executive officers and key
employees have participated in the Plan. These individuals have purchased
544,397 shares under the Plan for a total consideration of $3.0 million equating
to an average price per share of $5.45. It is the practice of the Company to set
and notify employees of the number of shares of Common Stock of the Company they
are eligible to purchase. If every eligible employee purchases every share of
Common Stock that they were eligible to purchase, the Company would be obligated
to issue an additional 350,000 shares of Common Stock. Therefore, the increase
in the number of authorized shares under the 1997 Plan is needed to allow the
1997 Plan to continue in the coming years.

16
<PAGE> 20

REQUIRED VOTE AND RECOMMENDATION

THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS HOLDING A MAJORITY OF THE
OUTSTANDING SHARES OF BOTH THE COMMON STOCK AND THE PREFERRED STOCK VOTING
TOGETHER AS A SINGLE CLASS IS REQUIRED FOR ADOPTION OF THE AMENDMENT TO THE 1997
STOCK PURCHASE PLAN. SEE THE SECTION OF THIS PROXY STATEMENT ENTITLED "VOTING
RIGHTS" FOR FURTHER DETAIL ON THE VOTING PROCESS AND PROCEDURE.

THE BOARD OF DIRECTORS BELIEVES THAT IT IS APPROPRIATE AND ADVISABLE
THAT THE STOCKHOLDERS ADOPT THE PROPOSED AMENDMENT TO THE 1997 STOCK PURCHASE
PLAN AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED AMENDMENT.

PROPOSAL IV - APPROVAL OF AN AMENDMENT
TO THE COMPANY'S 1994 OUTSIDE
DIRECTORS STOCK OPTION PLAN

PROPOSED AMENDMENT

On April 10, 2000, subject to Stockholder approval, the Board of
Directors approved a proposed amendment to Section 3(b) of the Company's 1994
Outside Directors Plan. Under the current 1994 Outside Directors Plan, each
outside director is automatically granted 8,000 options each year on June 1 at
the current market price on the day granted. Such options are currently granted
for a five-year term and currently vest 30% after one-year, 60% after two years,
and 100% after three years. Under the proposed amendment, the term of the
options granted in the future would be increased to ten years and the vesting
would occur over a four-year period at 25% each year. A true and correct copy of
the proposed amendment is attached hereto as Exhibit C. The statements made in
this Proxy Statement regarding the amendment to the Company's Certificate to
increase the number of authorized shares of Common Stock should be read in
conjunction with and are qualified in their entirety by reference to Exhibit C.

DESCRIPTION OF THE 1994 OUTSIDE DIRECTORS PLAN

The following is a summary of the principal features of the 1994
Outside Directors Stock Option Plan (the "1994 Outside Directors Plan"),
together with applicable tax implications. The summary, however, does not
purport to be a complete description of all provisions of the 1994 Outside
Directors Plan. Any Stockholder who wishes to obtain a copy of the actual plan
document may do so by a written request to Rodney Waller, Range Resources
Corporation, 500 Throckmorton Street, Fort Worth, Texas 76102.

ADMINISTRATION

The 1994 Outside Directors Plan is administered by the Ineligible
Directors who are members of the Board of Directors and who are also employees
of the Company or its affiliates (the "Ineligible Directors"). The Ineligible
Directors have the authority, power and discretion to interpret the 1994 Outside
Directors Plan and make determinations necessary for plan administration and to
prescribe and amend any rules and regulations relating to the 1994 Outside
Directors Plan. The interpretations, determinations and actions of the
Ineligible Directors shall be final and binding on all parties. The Ineligible
Directors will grant stock options by the form of a written instrument approved
by the Ineligible Directors. The Ineligible Directors are indemnified by the
Company for any actions or determinations made in good faith with respect to the
1994 Outside Directors Plan or any stock option granted under the 1994 Outside
Directors Plan.

SHARES SUBJECT TO THE 1994 OUTSIDE DIRECTORS PLAN

As originally established, the Company granted each eligible director
(defined as members of the Board of Directors who are not employees of the
Company or its affiliates) (the "Eligible Director") and persons serving as
consultants to the Company stock options for 6,000 shares of Common Stock each
June up to a maximum of 200,000 shares. On June 8, 1995, the 1994 Outside
Directors Plan was amended such that each Eligible Director automatically would
be granted 8,000 shares

17
<PAGE> 21

each June with the maximum number still not exceeding 200,000 shares. The
options are for shares of Common Stock of the Company and are exercisable during
the Eligible Director's lifetime only by him or his guardian or legal
representative.

ELIGIBILITY

As described above, Eligible Directors are eligible for participation
in the 1994 Outside Directors Plan. The Ineligible Directors shall have the
final determination on who is an Eligible Director.

VESTING AND EXERCISABILITY

Thirty percent (30%) of the shares of the Common Stock covered by any
stock option grant shall vest one year after the date of such grant. An
additional thirty percent (30%) of such shares shall vest two (2) years after
the grant date and all remaining shares covered by a stock option grant shall
vest three (3) years after such grant date. Notwithstanding the foregoing, stock
options shall expire if an Eligible Director ceases for any reason, other than
disability, to be a director of the Company or its affiliates. A portion, if
any, of a stock option that remains unexercised, including any portion that is
not yet exercisable, will terminate on the date such Eligible Director ceases to
become eligible under the 1994 Outside Directors Plan. If an Eligible Director
ceases to be a director by reason of disability of the Company or one of its
affiliates, such Eligible Director shall have ninety (90) days after the date of
ceasing to be a director of the Company or one of its affiliates to exercise a
stock option to the extent such stock option is exercisable at the time the
Eligible Director ceased being a director of the Company or one of its
affiliates. If an Eligible Director dies while a member of the Board of
Directors of the Company or an affiliate, the stock options shall be exercisable
by such Eligible Director's legal representatives for ninety (90) days following
the date of such Eligible Director's death to the extent such stock option was
exercisable on the date of such Eligible Director's death. At the time a stock
option is exercised, the Eligible Director must pay for the option by cash, by
certified or cashier's check , with the consent of the Ineligible Directors, by
signing and delivering to the Company shares of Common Stock owned by the
Eligible Director that have been held by the Eligible Director for at least six
(6) months prior to the exercise date or with the consent of the Ineligible
Directors, by a combination of cash and such shares.

ADJUSTMENT PROVISIONS

In the event of any change in the number of outstanding shares of
Common Stock of the Company by reason of stock dividend, stock split,
combination or exchange of shares or other recapitalization, merger or otherwise
in which the Company is the surviving corporation, the aggregate number of
shares and reserved shares and the number and class of shares subject to each
outstanding stock option and the exercise price of each outstanding stock option
shall be automatically adjusted to accurately and equitably reflect the effect
of such change. In the event of a dissolution, liquidation, merger,
consolidation or other event where the Company does not survive, the Company, at
its option, shall either (i) cause every stock option then outstanding to
terminate, but the holders of such then outstanding stock options, in that
event, have the right immediately prior to such event to exercise such stock
option to the extent such stock option is exercisable; or (ii) if any surviving
or acquiring corporation agrees to assume the stock options under the 1994
Outside Directors Plan, the holders of such stock options may receive substitute
stock options from the surviving or acquiring corporation; or (iii) substitute
for the shares of Common Stock subject to the unexercised portions of such
outstanding stock options an appropriate number of each class of stock or other
securities of the reorganized, merged or consolidated corporation, which were
distributed to the Stockholders of the Company with respect to such shares.

TRANSFERABILITY

No stock option or any right under the 1994 Outside Directors Plan,
contingent or otherwise, is transferable, assignable or subject to any
encumbrance, pledge or change of any nature other than by or with the laws of
dissent and distribution.

FEDERAL TAX CONSEQUENCES

The following discussion of tax considerations relating to the
Directors' options describes only certain U.S. federal income tax matters. No
consideration has been given to the effects of state, local, or other tax laws
on the Directors Option Plan recipients. The discussion is general in nature and
does not take in to account a number of considerations which, may apply in light
of the particular circumstances of an optionee.

18
<PAGE> 22

As a general rule, no federal income tax is imposed on the optionee
upon the grant of a non-qualified stock option such as those under the Directors
Option Plan and the Company is not entitled to a tax deduction by reason of such
a grant. Generally, upon the exercise of a non-qualified stock option, the
optionee will be treated as receiving compensation taxable as ordinary income in
the year of exercise in an amount equal to the excess of the fair market value
of the shares on the date of exercise over the option price paid for such
shares. Upon the exercise of a non-qualified stock option or a stock
appreciation right, the Company may claim a deduction for compensation paid at
the same time and in the same amount as compensation income is recognized to the
optionee assuming any federal income tax reporting requirements are satisfied.
Upon a subsequent disposition of the shares received upon exercise of a
non-qualified stock option, any appreciation after the date of exercise should
qualify as capital gain. If the shares received upon the exercise of an option
or a stock appreciation right are transferred to the optionee subject to certain
restrictions, then the taxable income realized by the optionee, unless the
optionee elects otherwise, and the Company's tax deduction (assuming any federal
income tax reporting requirements are satisfied) should be deferred and should
be measured at the fair market value of the shares at the time the restrictions
lapse. The restrictions imposed on officers, directors and 10% shareholders by
Section 16(b) of the Exchange Act is such a restriction during the period
prescribed thereby if other shares have been purchased by such an individual
within six months of the exercise of a non-qualified stock option.

DURATION AND AMENDMENT OF 1994 OUTSIDE DIRECTORS PLAN

Unless previously terminated, the 1994 Outside Directors Plan shall
terminate and no more stock options may be granted after April 13, 2004.

Subject to Stockholder approval where required by law and as set forth
in the following sentence, the Board of Directors shall have the power to amend,
suspend or terminate the 1994 Outside Directors Plan at any time. Stockholder
approval shall be required to change the class of persons eligible to receive
stock options under the 1994 Outside Directors Plan and materially increase the
benefits accruing to Eligible Directors under the 1994 Outside Directors Plan or
increase the duration of the 1994 Outside Directors Plan. The Board of Directors
may not, without the Eligible Directors written consent, modify the terms and
conditions of stock options previously granted under the 1994 Outside Directors
Plan or otherwise alter, terminate or impair any right or obligation under the
stock options previously granted under the 1994 Outside Directors Plan.

OUTSTANDING BENEFITS UNDER THE 1994 OUTSIDE DIRECTORS PLAN

NUMBER OF SHARES
SUBJECT TO OPTIONS
NAME OF DIRECTOR GRANTED
----------------------------------------------------------------
Robert E. Aikman 40,000

Anthony V. Dub 40,000

Allen Finkelson 40,000

Ben A. Guill 40,000

Jonathan S. Linker 8,000
--------

Total 168,000
========

EFFECT OF AND REASONS FOR PROPOSED AMENDMENT

The 1994 Outside Directors Plan was put in place to strengthen the
Company's ability to attract and retain the services of experienced and
knowledgeable directors and to give them additional incentives tied to the
success of the Company. The current term and vesting schedule of the options
granted under the 1994 Outside Directors Plan are currently not aligned with the
term and vesting schedule currently in use in the Company's 1999 Stock Incentive
Plan generally used for officers and employees of the Company. The proposed
amendment would result in options granted directors under the 1994 Outside
Directors Plan and options granted officers and employees under the 1999 Stock
Incentive Plan being treated the same way. For full alignment of interest and
ease of administration, the Company desires to align the term and vesting
schedules under both plans.

19
<PAGE> 23

REQUIRED VOTE AND RECOMMENDATION

THE AFFIRMATIVE VOTE OF THE STOCKHOLDERS HOLDING A MAJORITY OF THE
OUTSTANDING SHARES OF BOTH THE COMMON STOCK AND THE PREFERRED STOCK ENTITLED TO
VOTE AND PRESENT AT THE MEETING, IN PERSON OR BY PROXY, VOTING TOGETHER AS A
SINGLE CLASS IS REQUIRED FOR ADOPTION OF THE AMENDMENT TO THE 1994 OUTSIDE
DIRECTORS PLAN. SEE THE SECTION OF THIS PROXY STATEMENT ENTITLED "VOTING RIGHTS"
FOR FURTHER DETAIL ON THE VOTING PROCESS AND PROCEDURE.

THE BOARD OF DIRECTORS BELIEVES THAT IT IS APPROPRIATE AND ADVISABLE
THAT THE STOCKHOLDERS ADOPT THE PROPOSED AMENDMENT TO THE DIRECTORS OPTION PLAN
AND RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE PROPOSED AMENDMENT.

PROPOSAL V - APPROVAL OF A SECOND AMENDMENT
TO THE COMPANY'S 1994 OUTSIDE
DIRECTORS STOCK OPTION PLAN

PROPOSED AMENDMENT

On April 10, 2000, subject to Stockholder approval, the Board of
Directors approved a proposed amendment to Section 3(a) of the Company's 1994
Outside Directors Plan. The proposed amendment to Section 3(a) would increase
the number of shares authorized on issuance under the 1994 Outside Directors
Plan from 200,000 to 300,000 shares of Common Stock. A true and correct copy of
the proposed amendment is attached hereto as Exhibit D. The statements made in
this Proxy Statement regarding the amendment to the Company's Certificate to
increase the number of authorized shares of Common Stock should be read in
conjunction with and are qualified in their entirety by reference to Exhibit D.

Under the current 1994 Outside Directors Plan, each outside director is
automatically granted 8,000 options each year on June 1 at the current market
price on the day granted. Such options are currently granted for a five-year
term and currently vest 30% after one year, 60% after two years, and 100% after
three years. A change in the term and vesting provisions of the Plan are
proposed to be changed under Proposal IV. For a complete discussion of the 1994
Outside Directors Plan, please see Proposal IV.

EFFECT OF AND REASONS FOR PROPOSED AMENDMENT

The purpose of increasing the number of shares of Common Stock reserved
under the 1994 Outside Directors Plan is to strengthen the ability of the
Company to attract and to retain the services of experienced and knowledgeable
directors, to extend to them the opportunity to acquire a proprietary interest
in the Company so that they will apply their best efforts for the benefit of the
Company and to provide those individuals with an additional incentive to
continue their position, for the best interest of the Company and its
Stockholders.

REQUIRED VOTE AND RECOMMENDATION

20
<PAGE> 24

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires executive
officers, directors and persons who beneficially own more than ten percent of
the Company's stock to file initial reports of ownership and reports of changes
of ownership with the Securities and Exchange Commission and the NYSE. Copies of
such reports are required to be furnished to the Company.

Based solely on a review of such forms furnished to the Company and
certain written representations from the executive officers and directors, the
Company believes that all Section 16(a) filing requirements applicable to its
executive officers, directors and greater than 10% beneficial owners were
complied with on a timely basis except an amendment to the Form 4 filed by Chad
L. Stephens for January 2000 and the late filing of the Form 3 required to be
filed by Eddie M. LeBlanc on becoming a reporting person upon his employment.

OTHER BUSINESS

Management of the Company knows of no other business that will be
presented for consideration at the Meeting, but should any other matters be
brought before the Meeting, it is intended that the persons named in the
accompanying proxy will vote such proxy at their discretion.

It is expected that representatives of Arthur Andersen LLP will be
present at the Meeting with an opportunity to make a statement should they
desire to do so and to respond to appropriate questions from Stockholders.

ANNUAL REPORT

The Annual Report for the fiscal year ended December 31, 1999
accompanies this Proxy Statement. The Annual Report does not constitute a part
of the proxy soliciting material.

STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

Any Stockholder desiring to present to Stockholders a Stockholder
proposal at the 2001 Annual Meeting must transmit such proposal to the Company
so that it is received by the Company on or before December 26, 2000. All such
proposals should be in compliance with applicable Securities and Exchange
Commission regulations.

BY ORDER OF THE BOARD OF DIRECTORS

Rodney L. Waller
Secretary

April 24, 2000

21
<PAGE> 25

Exhibit A

WITH RESPECT TO THE
COMPANY'S ARTICLES OF INCORPORATION

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
RANGE RESOURCES CORPORATION

(Pursuant to Section 242 of the Delaware General Corporation Law)

Range Resources Corporation, a Delaware corporation (the
"Corporation"), DOES HEREBY CERTIFY:

FIRST: The name of the Corporation is Range Resources Corporation.

SECOND: The amendment to the Certificate of Incorporation of the
Corporation effected by this certificate shall provide: that the number of
authorized shares of the Corporation's Common Stock be increased from 50 million
shares to 100 million shares.

THIRD: To accomplish the foregoing amendment, the present Article
FOURTH is hereby amended to read in its entirety as follows:

FOURTH: (1) The total number of shares of all classes of stock
that the Corporation shall have authority to issue is 110
million shares, divided into classes as follows:

100 million Common shares having a par value of $.01 per
share; and

10 million Preferred shares having a par value of $1.00
per share.

(2) No holder of shares of the Corporation shall have any
preemptive right to subscribe for or to purchase any
shares of the Corporation of any class whether now or
hereafter authorized.

FOURTH: The above amendment to the Certificate of Incorporation of
the Corporation was duly adopted by the unanimous approval of the Board of
Directors of the Corporation and has been duly approved by the stockholders
owning more than a majority of the Corporation's outstanding shares of stock
entitled to vote in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware or otherwise.

IN WITNESS WHEREOF, said Range Resources Corporation has caused this
Certificate to be signed by John H. Pinkerton, President and Chief Executive
Officer, and attested by Rodney L. Waller, its Senior Vice President and
Secretary, as of the ____ day of May, 2000.

RANGE RESOURCES CORPORATION

By:
-------------------------------------
John H. Pinkerton
President and Chief Executive Officer
ATTEST:

By:
------------------------------
Rodney L. Waller
Senior Vice President and Secretary

A-1
<PAGE> 26

Exhibit B

WITH RESPECT TO THE
COMPANY'S 1997 STOCK PURCHASE PLAN

RESOLVED, that, subject to Stockholder approval, the Board of Directors
authorizes and approves an amendment to Article IV of the Company's 1997 Plan to
increase the number of shares of Common Stock reserved under the 1997 Plan from
900,000 to 1,250,000. The Board of Directors recommends that the Stockholders of
the Company approve the amendment at the next regular meeting of the Company's
Stockholders:

ARTICLE IV

There shall be 1,250,000 shares of Common Stock reserved under the
Plan, subject to adjustment in accordance with Article XIV hereof. The shares of
Common Stock subject to the Plan shall be either shares of authorized but
unissued Common Stock or shares of Common Stock reacquired on the open market or
otherwise for the account of the Participants. The Committee shall determine
from time to time whether the shares of Common Stock shall be authorized or
unissued shares or reacquired shares.

B-1
<PAGE> 27

Exhibit C

WITH RESPECT TO THE
COMPANY'S 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN

RESOLVED, that, subject to Stockholder approval, the Board of Directors
authorizes and approves an amendment to Article 3(b) of the Company's 1994
Outside Directors Plan to provide that the term of the options granted under the
1994 Outside Directors Plan be increased to ten (10) years, with vesting to
occur over a four (4) year period with 25% of the options granted vesting each
year of the four (4) year period. The Board of Directors recommends that the
Stockholders of the Company approve the amendment at the next regular meeting of
the Company's Stockholders:

SECTION 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

(b) A Stock Option shall be exercisable during an Eligible
Director's lifetime only by him or by his guardian or legal representative. Once
vested, Stock Options may be exercised at the Exercise Price at any time during
the period beginning one year after the Date of Grant and ending ten years after
the Date of Grant, provided that 25% of the shares of Common Stock covered by
any such Stock Option shall vest one year after such Date of Grant, an
additional 25% of such shares shall vest two years after such Date of Grant, an
additional 25% of such shares shall vest three years after such Date of Grant,
and all remaining shares covered by such Stock Option shall vest four years
after such Date of Grant, provided further than no Stock Option shall be
exercisable until stockholder approval as described in Section 9 is obtained.
Notwithstanding the foregoing, if an Eligible Director ceases to be a member of
the Board of Directors for any reason, any outstanding Stock Options held by
that Eligible Director may be exercised only in accordance with, and in the
periods described in, Section 8(d).

C-1

<PAGE> 28

Exhibit D

WITH RESPECT TO THE
COMPANY'S 1994 OUTSIDE DIRECTORS STOCK OPTION PLAN

RESOLVED, that, subject to Stockholder approval, the Board of Directors
authorizes and approves an amendment to Article 3(a) of the Company's 1994
Outside Directors Plan to increase the number of shares of Common Stock reserved
for issuance under the 1994 Outside Directors Plan from 200,000 to 300,000. The
Board of Directors recommends that the Stockholders of the Company approve the
amendment at the next regular meeting of the Company's Stockholders:

SECTION 3. SHARES OF COMMON STOCK SUBJECT TO THE PLAN.

(a) The Company shall automatically grant to each Eligible
Director Stock Options for 6,000 shares of Common Stock on June 1, 1994 and
thereafter 8,000 Stock Options per annum, subject to adjustment, for their
service on the Board of Directors on the later of each June 1 or the fifth
business day following the Annual Meeting of the Stockholders commencing June 1,
1995. The maximum number of shares which may be issued under the Plan are
300,000 shares.

D-1

<PAGE> 29
Form of proxy card

FRONT:
- ------

PROXY PROXY

RANGE RESOURCES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS - MAY 24, 2000

The undersigned hereby appoints John H. Pinkerton and Rodney L. Waller, and each
of them, his/her true and lawful agents and proxies with full power of
substitution and revocation, to vote, as designated on the reverse side hereof,
all the Common and Preferred stock of Range Resources Corporation which the
undersigned has power to vote, with all powers which the undersigned possess if
personally present, at the Annual Meeting of Shareholders of Range Resources
Corporation to be held on May 24, 2000, and at any adjournments thereof.

1. To elect a board of seven Directors, each for a one-year term: The
nominees of the Board of Directors are: Robert E. Aikman, Anthony V. Dub,
Thomas J. Edelman, Allen Finkelson, Ben A. Guill, Jonathan S. Linker, and
John H. Pinkerton.

2. Amendment to the Company's Certificate of Incorporation to Increase the
Number of Authorized Shares of Common Stock from 50,000,000 to
100,000,000.

3. Approval of the Amendment to the Company's 1997 Stock Purchase Plan.

4. Approval of the Amendment to the Company's 1994 Outside Directors Stock
Option Plan.

5. Approval of a Second Amendment to the Company's 1994 Outside Directors
Stock Option Plan.

You are encouraged to specify your choice by marking the appropriate boxes, SEE
REVERSE SIDE, but you need not mark any boxes if you wish to vote in accordance
with the Board of Directors' recommendations. Your shares cannot be voted unless
you sign and return this card.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
(Continued and to be signed on reverse side)

REVERSE SIDE:
- -------------

<TABLE>
<CAPTION>
<S> <C>
RANGE RESOURCES CORPORATION.
The Board of Directors recommends a vote FOR Proposals I, II, III, IV and V

I. Election of Directors For Withheld For All
(see reverse) All All Except __________ II. Approval of an Amendment to the
Company's Certificate of Incorporation For Against Abstain
to Increase the Number of Authorized ___ ___ ___
Shares of Common Stock from 50,000,000
to 100,000,000

III.Approval of the Amendment to the For Against Abstain
Company's 1997 Stock Purchase Plan ___ ___ ___
Area reserved for
Name & Address IV. Approval of the Amendment to the For Against Abstain
Company's 1994 Outside Directors Stock ___ ___ ___
Option Plan

V. Approval of a Second Amendment to the For Against Abstain
Company's 1994 Outside Directors Stock ___ ___ ___
Option Plan

Date: _________________________________________________, 2000

Signature(s) _________________________________________________

Signature(s) _________________________________________________
</TABLE>

A proxy that is properly completed and returned will be voted at the Meeting in
accordance with the instructions on the proxy. If you properly complete and
return a proxy but do not indicate any contrary voting instructions, your shares
will be voted "FOR" all five Proposals listed in the Notice of Annual Meeting of
Stockholders and any other business as may properly come before the Meeting or
any adjournment or postponement thereof. If the Company proposes to adjourn the
Meeting, the proxy holders will vote all shares for which they have voting
authority in favor of adjournment. The Board of Directors knows of no matters
other than those stated in the Notice of Annual Meeting of Stockholders and
described in this Proxy Statement to be presented for consideration at the
Meeting. NOTE: Please sign exactly as name appears hereon. Joint owners should
each sign. When signing as attorney, administrator, trustee, or guardian, please
give full title as such.