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):  March 17, 2010

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):

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

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

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

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

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2010, 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 a $50,000 per year increase in Mr. Lee's base salary under the employment agreement and the extension of his employment period to April 30, 2012. In all other respects, Mr. Lee’s employment agreement remained unchanged.

A copy of the amendment is filed as Exhibit 10.6.5 to this report and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits:

10.6.5 Fifth Amendment to Employment Agreement between the Company and Larry E. Lee

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.

	RAM ENERGY RESOURCES, INC.
	(Registrant)
March 18, 2010	By:  /s/ Sabrina M. Gicaletto
	Name:  Sabrina M. Gicaletto
	Title:   Vice President

EXHIBIT INDEX

Exhibit No.	Description of Exhibit	Method of Filing
10.6.5	Fifth Amendment to Employment Agreement between the Company and Larry E. Lee	Filed herewith electronically

EX-10.6.5

FIFTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement (this “Amendment”) is made and entered into this 17th day of March, 2010, 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 May 8, 2006, as amended by (i) that certain First Amendment to Employment Agreement dated October 18, 2006, (ii) that certain Second Amendment to Employment Agreement dated February 25, 2008, (iii) that certain Third Amendment to Employment Agreement dated December 30, 2008, and (iv) that certain Fourth Amendment to Employment Agreement dated March 24, 2009 (the “Agreement”); and

WHEREAS, the Compensation Committee of the Board of Directors of the Company and the Executive have agreed that the Agreement should be amended in the manner set out in this Amendment; 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.           Section 1 of the Agreement is deleted in its entirety and the following Section 1 substituted therefor:

“1.           Employment Period.  The Company hereby agrees to continue the Executive in its employ, and the Executive hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on April 30, 2012 (the “Employment Period”).”

2.           Paragraph (b)(i) of Section 2 of the Agreement is deleted in its entirety and the following Paragraph (b)(i) of Section 2 is substituted therefor:

“(i)           Base Salary.  Effective April 1, 2010 and continuing thereafter during the Employment Period, the Executive shall receive an annual base salary (“Base Salary”) at least equal to $550,000.  Such Base Salary shall be payable monthly in cash.  Base Salary shall be computed prior to any reductions for (i) any deferrals of compensation made pursuant to Sections 125 or 401(k) of the Code or pursuant to any other program or arrangement provided by the Company and (ii) any withholding, income or employment taxes.  During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be determined by the Board.  Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Executive under this Agreement.  Base Salary shall not be reduced after any such increase.”

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

EXECUTED this 17th day of March, 2010.

“COMPANY”

RAM ENERGY RESOURCES, INC., a Delaware corporation

By  /s/ Larry G. Rampey

Senior Vice President

“EXECUTIVE”

By  /s/ Larry E. Lee

Larry E. Lee