As filed with the Securities and Exchange Commission on August 25, 2000
                            File No. 333-___________
--------------------------------------------------------------------------------
     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993


                          MAGNUM HUNTER RESOURCES, INC.
--------------------------------------------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)



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



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


Form of Magnum Hunter Resources, Inc. 1997 Non-qualified Stock Option Agreements
Form of Magnum Hunter Resources, Inc. 1999 Non-qualified Stock Option Agreements
Form of Magnum Hunter Resources, Inc. 2000 Non-qualified Stock Option Agreements
--------------------------------------------------------------------------------
                            (Full Title of the Plans)


                         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          Maximum           Maximum             Amount
                                                    to be       Offering Price      Aggregate              of
      Title of Securities to be Registered       Registered     Per Share (1)     Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.002 par value per share          1,512,900         $2.77           $4,190,733        $1,106.35
</TABLE>

     (1)Estimated  pursuant to Rule 457(h) of the  Securities Act of 1933 solely
for the purpose of  calculating  the  registration  fee,  based on the  weighted
average exercise price of the various stock option agreements.


<PAGE>

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, 1999;

     (2) Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and
June 30, 2000;

     (3)  Definitive  Proxy  Statement  relating to our 2000  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.

Item 4. Description of Securities.

     Securities are registered under Section 12 of the Exchange Act.

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

                                        2
<PAGE>

     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.

     Does not apply

Item 8. Exhibits.

4.1      Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
         Agreement dated December 11, 1997
4.2      Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
         Agreement dated December 10, 1999
4.3      Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
         Agreement dated July 21, 2000
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
23.3     Consent of Ryder Scott Company
23.4     Consent of Pollard, Gore and Harrison
24.1     Power of Attorney (included on signature page of this Registration
         Statement)

Item 9. Undertakings.

     (a) 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;

                           (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  (A) (1) (i) and (A) (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.

                                        3
<PAGE>


     (b) The Registrant  hereby undertakes 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.

     (c) 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]

                                        4
<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 25th day of August,
2000.

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") for the
purpose of registering  under the Securities Act of 1933, as amended,  shares of
the Company's Common Stock, par value $0.002 per share, issuable pursuant to the
stock  options  registered  hereunder,  and to sign  any or 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,                 August 25, 2000
Gary C.  Evans                               President and Director

/s/ Matthew C. Lutz                          Executive Vice President                 August 25, 2000
Matthew C. Lutz

/s/ Chris Tong                               Senior Vice President and                August 25, 2000
Chris Tong                                   Chief Financial Officer

/s/ David S. Krueger                         Vice President and                       August 25, 2000
David S. Krueger                             Chief Accounting Officer

/s/ Gerald W. Bolfing                        Director                                 August 25, 2000
Gerald W. Bolfing

/s/ Jerry Box                                Director                                 August 25, 2000
Jerry Box

/s/ Oscar C. Lindemann                       Director                                 August 25, 2000
Oscar C. Lindemann

/s/ John H. Trescot, Jr.                     Director                                 August 25, 2000
John H. Trescot, Jr.

/s/ James E. Upfield                         Director                                 August 25, 2000
James E. Upfield
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17199}]
{"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": "333-44490", "film-number": "709920"}, "business-address": {"street1": "600 EAST 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 August 25, 2000
                            File No. 333-___________
--------------------------------------------------------------------------------
     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1993

                          MAGNUM HUNTER RESOURCES, INC.
--------------------------------------------------------------------------------

             (Exact Name of Registrant as Specified in its Charter)

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

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

Form of Magnum Hunter Resources, Inc. 1997 Non-qualified Stock Option Agreements
Form of Magnum Hunter Resources, Inc. 1999 Non-qualified Stock Option Agreements
Form of Magnum Hunter Resources, Inc. 2000 Non-qualified Stock Option Agreements
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                         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          Maximum           Maximum             Amount
                                                    to be       Offering Price      Aggregate              of
      Title of Securities to be Registered       Registered     Per Share (1)     Offering Price     Registration Fee
------------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.002 par value per share          1,512,900         $2.77           $4,190,733        $1,106.35
(1)Estimated  pursuant to Rule 457(h) of the  Securities Act of 1933 solely
for the purpose of  calculating  the  registration  fee,  based on the  weighted
average exercise price of the various stock option agreements.
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, 1999;

     (2) Quarterly Reports on Form 10-Q for the periods ended March 31, 2000 and
June 30, 2000;

     (3)  Definitive  Proxy  Statement  relating to our 2000  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.

Item 4. Description of Securities.

     Securities are registered under Section 12 of the Exchange Act.

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

                                        2
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.

     Does not apply

Item 8. Exhibits.

4.1      Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
         Agreement dated December 11, 1997
4.2      Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
         Agreement dated December 10, 1999
4.3      Form of Magnum Hunter Resources, Inc. Non-qualified Stock Option
         Agreement dated July 21, 2000
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
23.3     Consent of Ryder Scott Company
23.4     Consent of Pollard, Gore and Harrison
24.1     Power of Attorney (included on signature page of this Registration
         Statement)

Item 9. Undertakings.

     (a) 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;

                           (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  (A) (1) (i) and (A) (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.

                                        3
(b) The Registrant  hereby undertakes 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.

     (c) 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]

                                        4
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 25th day of August,
2000.

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") for the
purpose of registering  under the Securities Act of 1933, as amended,  shares of
the Company's Common Stock, par value $0.002 per share, issuable pursuant to the
stock  options  registered  hereunder,  and to sign  any or 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,                 August 25, 2000
Gary C.  Evans                               President and Director

/s/ Matthew C. Lutz                          Executive Vice President                 August 25, 2000
Matthew C. Lutz

/s/ Chris Tong                               Senior Vice President and                August 25, 2000
Chris Tong                                   Chief Financial Officer

/s/ David S. Krueger                         Vice President and                       August 25, 2000
David S. Krueger                             Chief Accounting Officer

/s/ Gerald W. Bolfing                        Director                                 August 25, 2000
Gerald W. Bolfing

/s/ Jerry Box                                Director                                 August 25, 2000
Jerry Box

/s/ Oscar C. Lindemann                       Director                                 August 25, 2000
Oscar C. Lindemann

/s/ John H. Trescot, Jr.                     Director                                 August 25, 2000
John H. Trescot, Jr.

/s/ James E. Upfield                         Director                                 August 25, 2000
James E. Upfield