MAGNUM HUNTER RESOURCES INC
8-K, 1998-09-09
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


                                                       September 8, 1998
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 September 8, 1998 that its Board
of Directors has  authorized  the  repurchase of up to one million shares of the
Company's common stock;  provided however, that such repurchases will not exceed
$4 million in the aggregate.  A copy of the press release is filed as an exhibit
to this Form 8-K.
     
Item 7.  Financial Statements and Exhibits.

(c)      Exhibits

99.1     Press Release dated September 8, 1998 issued by Magnum Hunter
         Resources, Inc.



                                   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:____________________________ 
                                                       Gary C. Evans
                                                       President and CEO

                                                      /s/ Morgan F. Johnston
                                                By:____________________________
                                                       Morgan F. Johnston
                                                       Vice President, General
                                                       Counsel and Secretary
                                                       
Dated: September 8, 1998


[GRAPHIC OMITTED]



   Magnum Hunter Resources, Inc.
   600 East Las Colinas Blvd., Suite 1200, Irving, TX  75039
   Phone (972) 401-0752      Fax   (972) 401-3110
   Internet Address:  http://www.magnumhunter.com



NEWS

                                                         FOR IMMEDIATE RELEASE
American Stock Exchange
   o  Common -  MHR
   o  Bonds -  MHR.B
- --------------------------------------------------------------------------------

               MAGNUM HUNTER BOARD ANNOUNCES SHARE BUYBACK PROGRAM


Irving,  Texas,  September  8, 1998,  Magnum  Hunter  Resources,  Inc.  ("Magnum
Hunter")  announced  today  that its Board of  Directors  has  approved  a stock
repurchase  program  whereby the Company or its  affiliates  are  authorized  to
repurchase up to one million shares of Magnum Hunter's  common stock.  Purchases
under the program  would be made in the open market or in  privately  negotiated
transactions from time to time as market conditions warrant.

The  Company  has  received  formal  approval  from its  senior  bank group that
provides a window for the Company to complete  this  program on or before  April
30,  1999 and the cost of such  purchases  shall not  exceed $4  million  in the
aggregate.

Gary C. Evans, President and CEO, commented,  "We believe that at current market
prices,  Magnum  Hunter's  common  stock  is  substantially  undervalued  and is
therefore an  attractive  investment  for the Company.  At current price levels,
Magnum Hunter is presently trading at over a 50% discount to the net asset value
of the Company  based upon prices being paid for proved  reserves in the current
commodity price environment."

                                      ####

Magnum Hunter Resources, Inc. is one of the nation's fastest growing independent
exploration and development companies engaged in three principal activities: (1)
the acquisition,  production and sale of crude oil,  condensate and natural gas;
(2) the  gathering,  transmission  and  marketing  of natural  gas;  and (3) the
managing and operating of producing oil and natural gas  properties for interest
owners.

The information in this release includes certain forward-looking statements that
are based on assumptions that in the future may prove not to have been accurate.
Those statements,  and Magnum Hunter  Resources,  Inc.'s business and prospects,
are subject to a number of risks,  including  volatility  of oil and gas prices,
the need to develop and replace reserves,  the substantial capital  expenditures
required to fund its  operations,  environmental  risks,  drilling and operating
risks,  risks related to exploration  and  development  drilling,  uncertainties
about estimates of reserves, competition, government regulation, and the ability
of the company to  implement  its business  strategy.  These and other risks are
described in the company's reports that are available from the SEC.

             FOR FURTHER INFORMATION CONTACT: MICHAEL P. MCINERNEY,
                        INVESTOR RELATIONS (972) 401-0752

          


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