MAGNUM HUNTER RESOURCES INC
8-K, 1997-05-21
CRUDE PETROLEUM & NATURAL GAS
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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                                                              May 20, 1997
Date of Report (Date of earliest event reported)_______________________________


                          MAGNUM HUNTER RESOURCES, INC.

- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


NEVADA                                1-12508                    87-0462881
- --------------------------------------------------------------------------------
(State or other jurisdiction         (Commission                (IRS Employer
 of incorporation)                   File Number)            Identification No.)



         600 East Las Colinas Boulevard, Suite 1200, Irving, Texas 75039
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               (Address of principal executive offices) (Zip Code)


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



- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



<PAGE>



Item 5. Other Events.

    Magnum Hunter Resources,  Inc. announced on May 20, 1997, that it intends to
offer $125 million of Senior Notes due 2007.

The  offering  will be made by  means of an  offering  memorandum  to  qualified
institutional  buyers, and the securities will have certain registration rights.
Proceeds of the offering  will be used to completely  repay the  Company's  term
loan facility and repay a portion of the outstanding  senior  indebtedness under
the Company's revolving credit facility.

The Notes offered have not been and will not be registered  under the Securities
Act of  1933  and may  not be  offered  or  sold  in the  United  States  absent
registration or an applicable exemption from registration requirements.


Item 7.           Financial Statements and Exhibits.

         (c)      Exhibits

                  None




<PAGE>


                                   SIGNATURES

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


                                                 MAGNUM HUNTER RESOURCES, INC.


                                                       /s/ Gary C. Evans
                                                BY:____________________________ 
                                                       President and CEO



Dated: May 20, 1997




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