1335190--3/31/2010--MAGNUM_HUNTER_RESOURCES

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{stock, price, share}

{debt, indebtedness, cash}

{cost, regulation, environmental}

{loss, insurance, financial}

{personnel, key, retain}

{investment, property, distribution}

{acquisition, growth, future}

{control, financial, internal}

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We have limited experience in drilling wells to the Eagle Ford Shale, Marcellus Shale, and Bakken Shale and limited information regarding reserves and decline rates in the Eagle Ford Shale, Marcellus Shale and Bakken Shale. Wells drilled to the Eagle Ford Shale, Marcellus Shale and Bakken Shale are more expensive and more susceptible to mechanical problems in drilling and completion techniques than wells in the other conventional areas. If our access to oil and gas markets is restricted, it could negatively impact our production, our income and ultimately our ability to retain our leases. Our ability to sell natural gas and/or receive market prices for our natural gas may be adversely affected by pipeline and gathering system capacity constraints. Certain federal income tax deductions currently available with respect to oil and natural gas exploration and development may be eliminated as a result of future legislation. We depend on a relatively small number of purchasers for a substantial portion of our revenue. The inability of one or more of our purchasers to meet their obligations may adversely affect our financial results. Our results of operations and cash flow may be adversely affected by risks associated with our oil and gas financial derivative activities, and our oil and gas financial derivative activities may limit potential gains. If oil and natural gas prices decline, we may be required to take additional write-downs of the carrying values of our oil and natural gas properties, potentially triggering earlier-than-anticipated repayments of any outstanding debt obligations and negatively impacting the trading value of our securities. Drilling for and producing oil and natural gas are high risk activities with many uncertainties that could adversely affect our business, financial condition and results of operations. Our proved reserves and related PV-10 as of December 31, 2009 have been reported under new SEC rules that went into effect on January 1, 2010. The estimates provided in accordance with the new SEC rules may change materially as a result of interpretive guidance that may be subsequently released by the SEC. We may be limited in our ability to book additional proved undeveloped reserves under the new SEC rules. Our estimated reserves are based on many assumptions that may turn out to be inaccurate. Any significant inaccuracies in these reserve estimates or underlying assumptions may materially affect the quantities and present value of our reserves. Prospects that we decide to drill may not yield oil or natural gas in commercially viable quantities. We cannot control activities on properties that we do not operate and are unable to control their proper operation and profitability. Unless we replace our oil and natural gas reserves, our reserves and production will decline, which would adversely affect our business, financial condition and results of operations. Our future acquisitions may yield revenue or production that varies significantly from our projections. Our development and exploration operations require substantial capital, and we may be unable to obtain needed capital or financing on satisfactory terms, which could lead to a loss of properties and a decline in our oil and natural gas reserves. Restrictive covenants in our senior credit facility may restrict our ability to pursue our business strategies. Our substantial indebtedness could adversely affect our financial condition and our ability to operate our business. Our obligations under our Senior Credit Facility are secured by substantially all of our assets, and any failure to meet our debt obligations would adversely affect our business and financial condition The unavailability or high cost of drilling rigs, equipment, supplies, personnel and oil field services could adversely affect our ability to execute on a timely basis our exploration and development plans within our budget. We depend on pipelines owned by others to transport and sell our natural gas production. Disruption of, capacity constraints in, or proximity to pipeline systems could limit sales of our natural gas. New technologies may cause our current exploration and drilling methods to become obsolete. We may incur substantial losses and be subject to substantial liability claims as a result of our oil and natural gas operations, and we may not have enough insurance to cover all of the risks that we may ultimately face. We have completed several recent acquisitions, and there is no assurance that we will be able to satisfy our contractual and financial obligations thereunder. We do not have a significant operating history and, as a result, there is a limited amount of information about us on which to make an investment decision. We have a history of losses and cannot assure you that we will be profitable in the foreseeable future. The acquisition and integration of the Triad operating interests and other assets may divert management from other important business activities. This diversion, together with other difficulties in integrating Triad s business and properties, may have a material adverse effect on our business, financial condition and results of operations. We have limited management and staff and will be dependent upon partnering arrangements. Our business may suffer if we lose key personnel. We are subject to complex laws and regulations that can adversely affect the cost, manner or feasibility of doing business. We must obtain governmental permits and approvals for our drilling operations, which can be a costly and time consuming process, which may result in delays and restrictions on our operations. Our operations expose us to substantial costs and liabilities with respect to environmental matters. Federal and state legislation and regulatory initiatives relating to hydraulic fracturing could result in increased costs and additional operating restrictions or delays. Climate change legislation or regulations restricting emissions of greenhouse gases could result in increased operating costs and reduced demand for the oil, natural gas and NGLs that we produce. The adoption of derivatives legislation by Congress and related regulations could have an adverse impact on our ability to hedge risks associated with our business. Competition in the oil and natural gas industry is intense, which may adversely affect our ability to compete. Risks Related to Our Equity Securities Since being listed on the NYSE Amex (formerly, the American Stock Exchange) in August of 2006, the price of our common stock has fluctuated substantially and may fluctuate substantially in the future. The market for our common stock is limited and may not provide investors with either liquidity or a market based valuation of our common stock. We will likely issue additional common stock in the future, which would dilute our existing stockholders. We may issue additional Series C Preferred stock in the future, which could dilute our existing holders of our outstanding Series C Preferred Stock. Our amended and restated certificate of incorporation, amended and restated bylaws, and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of our board of directors, our Chairman and other executive officers, who collectively beneficially own approximately 10% of the fully diluted outstanding shares of our common stock as of March 29, 2010.

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1335190--3/31/2010--MAGNUM_HUNTER_RESOURCES_CORP