8-K

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

Date of Report (Date of earliest event reported): October 18, 2006

RAM ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-50682	20-0700684
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5100 E. Skelly Drive, Suite 650, Tulsa, Oklahoma	74135
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (918) 663-2800

______________________________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01. Entry into a Material Definitive Agreement

Amendment of Employment Agreement with Larry E. Lee

October 18, 2006, RAM Energy Resources, Inc. (the “Company”) and Larry E. Lee entered into an amendment to Mr. Lee’s employment agreement with the Company to provide for the payment by the Company of the annual premium under a term life insurance policy owned by Mr. Lee, the cost of Mr. Lee’s annual physical examinations, and certain country club dues and expenses. In all other respects, Mr. Lee’s employment agreement remained unchanged.

A copy of the amendment is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a)   Exhibits

Exhibit Number	Description
10.1*	First Amendment to Employment Agreement of Larry E. Lee

*Filed herewith.

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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.

October 20, 2006 RAM ENERGY RESOURCES, INC.

By:	/s/Larry E. Lee
Name:		Larry E. Lee
Title:	Chief Executive Officer

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EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “Amendment”) is made and entered into this 18^th day of October, 2006, by and between RAM ENERGY RESOURCES, INC., a Delaware corporation (the “Company”), and LARRY E. LEE, an individual (the “Executive”).

WHEREAS, the Company and the Executive are parties to that certain Employment Agreement dated as of May 8, 2006 (the “Agreement”); and

WHEREAS, the Board of Directors of the Company and the Executive have agreed that the Agreement should be amended to reflect the intent of the parties with respect to certain perquisites and benefits to which the Executive should be and is entitled and which are not specifically set out in the Agreement; and

WHEREAS, capitalized terms used but not defined herein have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, it is hereby agreed that the Agreement should be and is hereby amended as follows:

1.              Subparagraph (ix) of Section 2(b) of the Agreement is deleted in its entirety, and the following subparagraphs (ix) though (xii) are substituted therefor:

“(ix)        Term Life Insurance. During the Employment Period, the Company shall pay 100% of the annual premium on a $5,000,000 term life insurance policy covering the Executive as the insured (the “Policy”). The Policy shall be owned by the Executive and the death benefit payable thereunder shall be payable to the Executive or his designee.

(x)           Annual Physical Examination. During the Employment Period, the Executive shall have the right, at the Company’s sole cost and expense, to have an annual, comprehensive physical examination at any medical facility of Executive’s choice located in the Continental United States, including related diagnostic and screening tests, examinations, procedures and laboratory work.

(xi)         Country Club Dues/Expenses. During the Employment Period, the Company shall pay or reimburse Executive for all monthly dues and related membership expenses, and all Company business related charges, incurred by Executive in connection with one (1) country club membership owned by Executive.

(xii)        Effect of Increases. Any increase in Base Salary, Bonus or any other benefit or perquisite described in the foregoing Sections (i)-(xi) shall in no way diminish any obligation of the Company under this Agreement.”

2. In all other respects, the Agreement remains unchanged and in full force and effect.

EXECUTED this 18^th day of October, 2006, but effective for all purposes as of the Effective Time.

“COMPANY”

RAM ENERGY RESOURCES, INC., a Delaware corporation

By: /s/John M. Longmire            

Senior Vice President and CFO

“EXECUTIVE”

/s/Larry E. Lee                             

Larry E. Lee