As filed with the Securities and Exchange Commission on July 24, 2001
                            File No. 333-___________
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                          MAGNUM HUNTER RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                 Nevada                             87-0462881
--------------------------------------------------------------------------------
(State or Other Jurisdiction                    (IRS Employer ID No.)
of Incorporation or Organization)


600 East Las Colinas Blvd., Suite 1100, Irving, Texas              75039
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                  (Zip Code)


       Magnum Hunter Resources, Inc. 401(k) Employee Stock Ownership Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)


                         Morgan F. Johnston, Secretary,
          600 East Las Colinas Blvd., Suite 1100, Irving, Texas 75039
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (972) 401-0752
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                                             <C>              <C>                 <C>                 <C>

                                                                     Proposed             Proposed            Amount
                                                    Amount            Maximum             Maximum               of
                                                     to be        Offering Price         Aggregate         Registration
     Title of Securities to be Registered         Registered       Per Share (1)     Offering Price (1)         Fee
----------------------------------------------- --------------- -------------------  ------------------  -----------------
Common Stock, $0.002 par value per share.......   934,029 (2)           $8.73             $8,154,073          $2,038.52
----------------------------------------------- --------------- -------------------  ------------------  -----------------
Interests in the 401(k) Employee Stock
Ownership Plan of Magnum Hunter
Resources, Inc. ...............................       (3)               (4)                 (4)                 (4)
=============================================== =============== ===================  ==================  =================
</TABLE>

     (1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities  Act")
and based on the closing  price of the common  stock  reported  on the  American
Stock Exchange on July 20, 2001.

     (2)  If,  as  a  result  of  stock  splits,   stock  dividends  or  similar
transactions,  the  number of  securities  purported  to be  registered  on this
Registration  Statement changes,  the provisions of Rule 416 shall apply to this
Registration  Statement and this Registration Statement shall be deemed to cover
the additional  securities  resulting from the split of, or the dividend on, the
securities covered by this Registration Statement.

     (3) Pursuant to Rule 416(c) under the  Securities  Act,  this  Registration
Statement also covers an indeterminate amount of plan interests to be offered or
sold  pursuant  to the Magnum  Hunter  Resources,  Inc.  401(k)  Employee  Stock
Ownership Plan.

     (4) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
required to register plan interests.

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information. *
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information. *
         -----------------------------------------------------------

-----------------

     *  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

     Magnum Hunter Resources, Inc. (the "Registrant")  incorporates by reference
into this Registration Statement the following documents filed by the Registrant
with the Securities and Exchange Commission (the  "Commission").  The Securities
and Exchange  Commission allows us to "incorporate by reference" other documents
filed with the  Securities  and  Exchange  Commission,  which  means that we can
disclose important  information to you by referring you to other documents.  The
documents that are incorporated by reference are legally considered to be a part
of this Registrant Statement.

     The following documents are incorporated by reference into the Registration
Statement:

     (1) Annual Report on Form 10-K for the year ended December 31, 2000;

     (2) Quarterly Reports on Form 10-Q for the period ended March 31, 2001;

     (3)  Definitive  Proxy  Statement  relating to our 2001  annual  meeting of
stockholders;

     (4) The description of the Company's common stock which is contained in the
Company's  Registration  Statement  filed  under  Section  12 of the  Securities
Exchange Act of 1934,  including any amendments or reports filed for the purpose
of updating such description; and

     (5) Any filings with the SEC pursuant to Section 13(a),  13(c), 14 or 15(d)
of the  Securities  Exchange Act of 1934  between the date of this  Registration
Statement and the expiration of this offering.

     As you read the  above  documents,  you may find  some  inconsistencies  in
information from one document to another.  If you find  inconsistencies  between
the documents, or between a document and this Registration Statement, you should
rely on the statements made in the most recent document.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated  as by  reference  herein  and to be part  hereof  from the date of
filing of such  documents,  except as to any  portion  of any  future  Annual or
Quarterly  Report to  Stockholders  which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement  contained in a subsequently  dated document
incorporated  by  reference or contained  in this  Registration  Statement.  Any
statement so modified or superceded  shall not be deemed,  except as so modified
or superceded,  to constitute a part of this  Registration  Statement.  Upon the
written  or oral  request  of any  person  to  whom a copy of this  Registration
Statement has been  delivered,  the Company will provide  without charge to such
person a copy of any and all documents  (excluding  exhibits thereto unless such
exhibits are  specifically  incorporated  by reference into such documents) that
have been  incorporated  by reference into this  Registration  Statement but not
delivered  herewith.  Requests for such documents  should be addressed to Magnum
Hunter  Resources,  Inc., 600 E. Las Colinas Blvd.,  Suite 1100,  Irving,  Texas
75039, Attention: Corporate Secretary, (972) 401-0752.

Item 4. Description of Securities.
        -------------------------

     Not Applicable.

<PAGE>

Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     The validity of the issuance of the securities  registered pursuant to this
registration  statement  is being  passed  upon for the  Company  by  Morgan  F.
Johnston, Vice President, General Counsel and Secretary.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     The General  Corporation Law of Nevada permits  provisions in the articles,
by-laws or  resolutions  approved  by  shareholders  which  limit  liability  of
directors for breach of fiduciary duty to certain specified  circumstances.  The
Company's  by-laws  indemnify  its  Officers  and  Directors  to the full extent
permitted  by Nevada law.  The by-laws with  certain  exceptions  eliminate  any
personal liability of a Director to the Company or its shareholders for monetary
damages for the breach of a Director's  fiduciary  duty and therefore a Director
cannot be held liable for damages to the Company or its  shareholders  for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
Director.  The Company's Articles provide for indemnification to the full extent
permitted under law which includes all liability, damages, and costs or expenses
arising  from or in  connection  with  service  for,  employment  by,  or  other
affiliation  with the Company to the maximum extent and under all  circumstances
permitted by law.  Nevada law permits  indemnification  if a director or officer
acts in good faith in a manner reasonably  believed to be in, or not opposed to,
the  best  interest's  of  the  corporation.  A  director  or  officer  must  be
indemnified  as  to  any  matter  in  which  he  successfully  defends  himself.
Indemnification  is prohibited as to any matter in which the director or officer
is  adjudged  liable  to  the  corporation.   Insofar  as  indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers,  and  controlling  persons of the Company  pursuant  to the  foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Not Applicable.

Item 8. Exhibits.
        --------

4.1 Form of Magnum Hunter Resources, Inc. 401(k) Employee Stock Ownership
    Plan

5.1 Opinion of Morgan F. Johnston, Esq. regarding legality (including
    consent)

23.1 Consent of Morgan F. Johnston (included as part of Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (included on signature page of this Registration
     Statement)

Item 9. Undertakings.
        ------------

     The Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the Form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price represent no

<PAGE>

     more than a 20% change in maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

     provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each such post-  effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of post effective amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                     [Rest of page intentionally left blank]

<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that is has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the City of Irving,  State of Texas,  on the 24th day of  July,
2001.

MAGNUM HUNTER RESOURCES, INC.

BY: /s/  Gary C. Evans
   -------------------------------------------------------
       Gary C. Evans, President

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of Magnum Hunter Resources, Inc. (the "Company"), a Nevada corporation,
hereby  constitutes and appoints Gary C. Evans and Morgan F. Johnston,  and each
of  them,  his or her true and  lawful  attorneys-in-fact  to sign on his or her
behalf,  as a  director  or  officer,  as the case  may be,  of the  Company,  a
Registration  Statement(s) of Form S-8 (the "Registration  Statement") with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, any or all amendments and any or all post-effective  amendments
to the Registration  Statement  whether on Form S-8 or otherwise,  and all other
documents in connection therewith,  to be filed with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorneys-in-fact  or any of  them,  or  their
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant  to  the   requirements  on  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                         <C>                                      <C>

Signature                                         Title                                  Date
-------------------------------------------------------------------------------------------------------------------

/s/ Gary C. Evans                            Chief Executive Officer,                    July 24, 2001
-----------------------------------------    President and Director
Gary C.  Evans

/s/ Chris Tong                              Senior Vice President and                    July 24, 2001
-----------------------------------------   Chief Financial Officer
Chris Tong

/s/ David S. Krueger                         Vice President and                          July 24, 2001
-----------------------------------------    Chief Accounting Officer
David S. Krueger

/s/ Gerald W. Bolfing                        Director                                    July 24, 2001
-----------------------------------------
Gerald W. Bolfing

/s/ Jerry Box                                Director                                    July 24, 2001
-----------------------------------------
Jerry Box

/s/ Oscar C. Lindemann                       Director                                    July 24, 2001
-----------------------------------------
Oscar C. Lindemann

/s/ John H. Trescot, Jr.                     Director                                    July 24, 2001
-----------------------------------------
John H. Trescot, Jr.

/s/ James E. Upfield                         Director                                    July 24, 2001
-----------------------------------------
James E. Upfield
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "fs8-2001.txt", "description": "EMPLOYEE STOCK OWNERSHIP PLAN", "secsgml_size_bytes": 19473}]
{"company-data": {"conformed-name": "MAGNUM HUNTER RESOURCES INC", "cik": "0000854271", "assigned-sic": "1311", "irs-number": "870462881", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65738", "film-number": "1686992"}, "business-address": {"street1": "600 E LAS COLINAS BLVD", "street2": "STE 1200", "city": "IVRVING", "state": "TX", "zip": "75039", "phone": "9724010752"}, "mail-address": {"street1": "42 600 COOK ST", "street2": "600 EAST LAS COLINAS BLVD STE 1200", "city": "IRVING", "state": "TX", "zip": "75039"}, "former-company": [{"former-conformed-name": "MAGNUM PETROLEUM INC /NV/", "date-changed": "19920703"}, {"former-conformed-name": "MASTER VENTURES INC /NV/", "date-changed": "19901022"}]}
As filed with the Securities and Exchange Commission on July 24, 2001
                            File No. 333-___________
--------------------------------------------------------------------------------
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          MAGNUM HUNTER RESOURCES, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                 Nevada                             87-0462881
--------------------------------------------------------------------------------
(State or Other Jurisdiction                    (IRS Employer ID No.)
of Incorporation or Organization)

600 East Las Colinas Blvd., Suite 1100, Irving, Texas              75039
--------------------------------------------------------------------------------
       (Address of Principal Executive Offices)                  (Zip Code)

       Magnum Hunter Resources, Inc. 401(k) Employee Stock Ownership Plan
--------------------------------------------------------------------------------
                            (Full Title of the Plan)

                         Morgan F. Johnston, Secretary,
          600 East Las Colinas Blvd., Suite 1100, Irving, Texas 75039
--------------------------------------------------------------------------------
                     (Name and Address of Agent For Service)

                                 (972) 401-0752
--------------------------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
Proposed             Proposed            Amount
                                                    Amount            Maximum             Maximum               of
                                                     to be        Offering Price         Aggregate         Registration
     Title of Securities to be Registered         Registered       Per Share (1)     Offering Price (1)         Fee
----------------------------------------------- --------------- -------------------  ------------------  -----------------
Common Stock, $0.002 par value per share.......   934,029 (2)           $8.73             $8,154,073          $2,038.52
----------------------------------------------- --------------- -------------------  ------------------  -----------------
Interests in the 401(k) Employee Stock
Ownership Plan of Magnum Hunter
Resources, Inc. ...............................       (3)               (4)                 (4)                 (4)
=============================================== =============== ===================  ==================  =================
(1) Estimated  solely for the purpose of calculating the  registration  fee
pursuant to Rule 457(h) under the Securities Act of 1933 (the "Securities  Act")
and based on the closing  price of the common  stock  reported  on the  American
Stock Exchange on July 20, 2001.

     (2)  If,  as  a  result  of  stock  splits,   stock  dividends  or  similar
transactions,  the  number of  securities  purported  to be  registered  on this
Registration  Statement changes,  the provisions of Rule 416 shall apply to this
Registration  Statement and this Registration Statement shall be deemed to cover
the additional  securities  resulting from the split of, or the dividend on, the
securities covered by this Registration Statement.

     (3) Pursuant to Rule 416(c) under the  Securities  Act,  this  Registration
Statement also covers an indeterminate amount of plan interests to be offered or
sold  pursuant  to the Magnum  Hunter  Resources,  Inc.  401(k)  Employee  Stock
Ownership Plan.

     (4) Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is
required to register plan interests.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *
         ----------------

Item 2.  Registrant Information and Employee Plan Annual Information. *
         -----------------------------------------------------------

-----------------

     *  Information  required by Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933 and the Note to Part I of Form S-8.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.
        -----------------------------------------------

     Magnum Hunter Resources, Inc. (the "Registrant")  incorporates by reference
into this Registration Statement the following documents filed by the Registrant
with the Securities and Exchange Commission (the  "Commission").  The Securities
and Exchange  Commission allows us to "incorporate by reference" other documents
filed with the  Securities  and  Exchange  Commission,  which  means that we can
disclose important  information to you by referring you to other documents.  The
documents that are incorporated by reference are legally considered to be a part
of this Registrant Statement.

     The following documents are incorporated by reference into the Registration
Statement:

     (1) Annual Report on Form 10-K for the year ended December 31, 2000;

     (2) Quarterly Reports on Form 10-Q for the period ended March 31, 2001;

     (3)  Definitive  Proxy  Statement  relating to our 2001  annual  meeting of
stockholders;

     (4) The description of the Company's common stock which is contained in the
Company's  Registration  Statement  filed  under  Section  12 of the  Securities
Exchange Act of 1934,  including any amendments or reports filed for the purpose
of updating such description; and

     (5) Any filings with the SEC pursuant to Section 13(a),  13(c), 14 or 15(d)
of the  Securities  Exchange Act of 1934  between the date of this  Registration
Statement and the expiration of this offering.

     As you read the  above  documents,  you may find  some  inconsistencies  in
information from one document to another.  If you find  inconsistencies  between
the documents, or between a document and this Registration Statement, you should
rely on the statements made in the most recent document.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the filing of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold or which  de-registers  all
securities   covered  hereby  then  remaining  unsold  shall  be  deemed  to  be
incorporated  as by  reference  herein  and to be part  hereof  from the date of
filing of such  documents,  except as to any  portion  of any  future  Annual or
Quarterly  Report to  Stockholders  which is deemed to be modified or superseded
for purposes of this Registration Statement to the extent that such statement is
replaced or modified by a statement  contained in a subsequently  dated document
incorporated  by  reference or contained  in this  Registration  Statement.  Any
statement so modified or superceded  shall not be deemed,  except as so modified
or superceded,  to constitute a part of this  Registration  Statement.  Upon the
written  or oral  request  of any  person  to  whom a copy of this  Registration
Statement has been  delivered,  the Company will provide  without charge to such
person a copy of any and all documents  (excluding  exhibits thereto unless such
exhibits are  specifically  incorporated  by reference into such documents) that
have been  incorporated  by reference into this  Registration  Statement but not
delivered  herewith.  Requests for such documents  should be addressed to Magnum
Hunter  Resources,  Inc., 600 E. Las Colinas Blvd.,  Suite 1100,  Irving,  Texas
75039, Attention: Corporate Secretary, (972) 401-0752.

Item 4. Description of Securities.
        -------------------------

     Not Applicable.
Item 5. Interests of Named Experts and Counsel.
        --------------------------------------

     The validity of the issuance of the securities  registered pursuant to this
registration  statement  is being  passed  upon for the  Company  by  Morgan  F.
Johnston, Vice President, General Counsel and Secretary.

Item 6. Indemnification of Directors and Officers.
        -----------------------------------------

     The General  Corporation Law of Nevada permits  provisions in the articles,
by-laws or  resolutions  approved  by  shareholders  which  limit  liability  of
directors for breach of fiduciary duty to certain specified  circumstances.  The
Company's  by-laws  indemnify  its  Officers  and  Directors  to the full extent
permitted  by Nevada law.  The by-laws with  certain  exceptions  eliminate  any
personal liability of a Director to the Company or its shareholders for monetary
damages for the breach of a Director's  fiduciary  duty and therefore a Director
cannot be held liable for damages to the Company or its  shareholders  for gross
negligence  or lack of due  care in  carrying  out  his  fiduciary  duties  as a
Director.  The Company's Articles provide for indemnification to the full extent
permitted under law which includes all liability, damages, and costs or expenses
arising  from or in  connection  with  service  for,  employment  by,  or  other
affiliation  with the Company to the maximum extent and under all  circumstances
permitted by law.  Nevada law permits  indemnification  if a director or officer
acts in good faith in a manner reasonably  believed to be in, or not opposed to,
the  best  interest's  of  the  corporation.  A  director  or  officer  must  be
indemnified  as  to  any  matter  in  which  he  successfully  defends  himself.
Indemnification  is prohibited as to any matter in which the director or officer
is  adjudged  liable  to  the  corporation.   Insofar  as  indemnification   for
liabilities  arising  under the  Securities  Act may be permitted to  directors,
officers,  and  controlling  persons of the Company  pursuant  to the  foregoing
provisions or otherwise, the Company has been advised that in the opinion of the
Securities  and Exchange  Commission,  such  indemnification  is against  public
policy as expressed in the Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.
        -----------------------------------

     Not Applicable.

Item 8. Exhibits.
        --------

4.1 Form of Magnum Hunter Resources, Inc. 401(k) Employee Stock Ownership
    Plan

5.1 Opinion of Morgan F. Johnston, Esq. regarding legality (including
    consent)

23.1 Consent of Morgan F. Johnston (included as part of Exhibit 5.1)

23.2 Consent of Deloitte & Touche LLP

24.1 Power of Attorney (included on signature page of this Registration
     Statement)

Item 9. Undertakings.
        ------------

     The Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the Form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
changes in volume and price represent no
more than a 20% change in maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

     (iii) To  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed in this  Registration  Statement or any
material change to such information in this Registration Statement;

     provided, however, that paragraphs (1) (i) and (1) (ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934 that are  incorporated  by  reference  in this
Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933,  each such post-  effective  amendment  shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of post effective amendment any of
the securities  being  registered  which remain unsold at the termination of the
offering.

     (4) That,  for purposes of determining  any liability  under the Securities
Act of 1933, each filing of the  Registrant's  annual report pursuant to Section
13(a)  or  Section  15(d)  of the  Securities  Exchange  Act  of  1934  that  is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                     [Rest of page intentionally left blank]
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that is has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized,  in the City of Irving,  State of Texas,  on the 24th day of  July,
2001.

MAGNUM HUNTER RESOURCES, INC.

BY: /s/  Gary C. Evans
   -------------------------------------------------------
       Gary C. Evans, President

     KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors and
officers of Magnum Hunter Resources, Inc. (the "Company"), a Nevada corporation,
hereby  constitutes and appoints Gary C. Evans and Morgan F. Johnston,  and each
of  them,  his or her true and  lawful  attorneys-in-fact  to sign on his or her
behalf,  as a  director  or  officer,  as the case  may be,  of the  Company,  a
Registration  Statement(s) of Form S-8 (the "Registration  Statement") with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, any or all amendments and any or all post-effective  amendments
to the Registration  Statement  whether on Form S-8 or otherwise,  and all other
documents in connection therewith,  to be filed with the Securities and Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and  necessary to be done in and about the  premises,  as fully to all
intents and purposes as he or she might or could do in person,  hereby ratifying
and  confirming  all  that  said  attorneys-in-fact  or any of  them,  or  their
substitute  or  substitutes,  may  lawfully  do or  cause  to be done by  virtue
thereof.

     Pursuant  to  the   requirements  on  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.
Signature                                         Title                                  Date
-------------------------------------------------------------------------------------------------------------------

/s/ Gary C. Evans                            Chief Executive Officer,                    July 24, 2001
-----------------------------------------    President and Director
Gary C.  Evans

/s/ Chris Tong                              Senior Vice President and                    July 24, 2001
-----------------------------------------   Chief Financial Officer
Chris Tong

/s/ David S. Krueger                         Vice President and                          July 24, 2001
-----------------------------------------    Chief Accounting Officer
David S. Krueger

/s/ Gerald W. Bolfing                        Director                                    July 24, 2001
-----------------------------------------
Gerald W. Bolfing

/s/ Jerry Box                                Director                                    July 24, 2001
-----------------------------------------
Jerry Box

/s/ Oscar C. Lindemann                       Director                                    July 24, 2001
-----------------------------------------
Oscar C. Lindemann

/s/ John H. Trescot, Jr.                     Director                                    July 24, 2001
-----------------------------------------
John H. Trescot, Jr.

/s/ James E. Upfield                         Director                                    July 24, 2001
-----------------------------------------
James E. Upfield