8-K/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549

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

                                 AMENDMENT NO. 3

                                       TO

                                    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): February 15, 2006
                                                         -----------------


                     TREMISIS ENERGY ACQUISITION CORPORATION
                     ---------------------------------------
               (Exact Name of Registrant as Specified in Charter)


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


          1775 Broadway, Suite 604, New York, New York             10019
- ---------------------------------------------------------  ---------------------
            (Address of Principal Executive Offices)            (Zip Code)


Registrant's telephone number, including area code:  (212) 397-1464
                                                     --------------


                                 Not Applicable
                                 --------------
          (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)

[X]      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))










TREMISIS ENERGY ACQUISITION CORPORATION ("TREMISIS") HAS BEEN HOLDING
PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, AS WELL AS OTHER PERSONS WHO
MIGHT BE INTERESTED IN PURCHASING TREMISIS' SECURITIES, REGARDING ITS MERGER
WITH RAM ENERGY, INC., AS DESCRIBED IN THE OCTOBER 2005 8-K AND AMENDMENT NO. 1
THERETO DATED NOVEMBER 11, 2005 AND AMENDMENT NO. 2 THERETO DATED FEBRUARY 15,
2006. THE OCTOBER 2005 8-K, TOGETHER WITH THE PRIOR AMENDMENTS AND THIS
AMENDMENT, AND ALL THE EXHIBITS INCLUDED THEREIN AND HEREIN, HAVE BEEN OR WILL
BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

EARLYBIRDCAPITAL, INC. ("EBC"), THE MANAGING UNDERWRITER OF TREMISIS' INITIAL
PUBLIC OFFERING ("IPO") CONSUMMATED IN MAY 2004, IS ASSISTING TREMISIS IN THESE
EFFORTS WITHOUT CHARGE, OTHER THAN THE REIMBURSEMENT OF ITS OUT-OF-POCKET
EXPENSES. TREMISIS AND ITS DIRECTORS AND EXECUTIVE OFFICERS, AND EBC MAY BE
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FOR THE SPECAL MEETING
OF TREMISIS STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER.

STOCKHOLDERS OF TREMISIS AND OTHER INTERESTED PERSONS ARE ADVISED TO
READTREMISIS' PRELIMINARY PROXY STATEMENT AND, WHEN AVAILABLE, ITS DEFINITIVE
PROXY STATEMENT IN CONNECTION WITH TREMISIS' SOLICITATION OF PROXIES FOR THE
SPECIAL MEETING BECAUSE THESE PROXY STATEMENTS WILL CONTAIN IMPORTANT
INFORMATION. SUCH PERSONS CAN ALSO READ TREMISIS' FINAL PROSPECTUS, DATED MAY
12, 2004, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE TREMISIS OFFICERS
AND DIRECTORS AND OF EBC AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL
CONSUMMATION OF THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY STATEMENT WILL
BE MAILED TO STOCKHOLDERS AS OF A RECORD DATE TO BE ESTABLISHED FOR VOTING ON
THE MERGER. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE
PROXY STATEMENT, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: TREMISIS ENERGY
ACQUISITION CORPORATION, 1775 BROADWAY, SUITE 604, NEW YORK, NEW YORK 10019. THE
PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY STATEMENT, ONCE AVAILABLE, AND
THE FINAL PROSPECTUS CAN ALSO BE OTAINED, WITHOUT CHARGE, AT THE SECURITIES AND
EXCHANGE COMMISSION'S INTERNET SITE (http://www.sec.gov).


















ITEM 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On October 20, 2005, Tremisis Energy Acquisition Corporation
("Tremisis") entered into an Agreement and Plan of Merger ("Merger Agreement")
with RAM Energy, Inc. and all of its stockholders ("Stockholders"). A wholly
owned subsidiary of Tremisis, formed to effectuate the transactions contemplated
by the Merger Agreement by merging with and into RAM Energy, Inc. ("Merger"), is
also a party to the Merger Agreement. RAM Energy, Inc. will be the surviving
corporation in the Merger, becoming a wholly owned subsidiary of Tremisis. The
Merger Agreement was amended on November 11, 2005 (as previously reported) and
was further amended by Amendment No. 2 thereto dated as of February 15, 2006.

         The amendments to the Merger Agreement effected by Amendment No. 2 are
largely of a technical nature meant to accommodate a closing in the second
quarter of 2006 rather than the first quarter as previously anticipated. A copy
of Amendment No. 2 to the Merger Agreement is filed herewith as Exhibit 10.12.



ITEM 9.01.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

      (c)   Exhibits:

Exhibit     Description
- -------     -----------

10.12       Amendment No. 2, dated as of February 15, 2006, to Agreement and
            Plan of Merger dated October 20, 2005 among Tremisis Energy
            Acquisition Corporation, RAM Acquisition, Inc., RAM Energy, Inc.
            and the Stockholders of RAM Energy, Inc., as theretofore amended
            by Amendment No. 1 thereto dated November 11, 2005.




                                    SIGNATURE

         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.

Dated:   February 15, 2006

                                    TREMISIS ACQUISITION CORPORATION



                                    By:    /s/ Lawrence S. Coben
                                           ---------------------
                                    Name:  Lawrence S. Coben
                                    Title: Chairman of the Board
                                           and Chief Executive Officer

EX-10.12

                                                                   EXHIBIT 10.12

                                 AMENDMENT NO. 2
                                       TO
                                MERGER AGREEMENT


         AMENDMENT NO. 2, dated as of February 15, 2006, to the Agreement and
Plan of Merger ("Merger Agreement"), dated as of October 20, 2005, by and among
Tremisis Energy Acquisition Corporation, RAM Energy Acquisition, Inc., RAM
Energy, Inc. ("RAM"), and each of the Stockholders of RAM, as amended by
Amendment No. 1 thereto dated November 11, 2005.


         IT IS HEREBY AGREED that the Merger Agreement, as heretofore amended,
is further amended as follows:

              1.   Section 1.6(a), as heretofore amended, is hereby amended to
read as follows:

         "(a) Conversion of Company Common Stock. Other than any shares to be
         canceled pursuant to Section 1.6(c), each share of common stock, par
         value $10.00, of the Company ("Company Common Stock") issued and
         outstanding immediately prior to the Effective Time will be
         automatically converted (subject to Section 1.6(f)) into the right to
         receive on the Closing Date (i) that number of shares of common stock,
         par value $0.0001, of Parent ("Parent Common Stock") determined by
         dividing the Aggregate Parent Common Stock Number by the Outstanding
         Company Stock Number, and (ii) that amount of cash determined by
         dividing the Aggregate Cash Number by the Outstanding Company Stock
         Number. The term "Aggregate Parent Common Stock Number" shall mean
         25,600,000. The term "Outstanding Company Stock Number" shall mean the
         number of shares of Company Common Stock outstanding on the Closing
         Date, after giving effect to all stock option exercises contemplated
         hereby. The term "Aggregate Cash Number" shall mean the lesser of (I)
         $30,000,000, and (II) the amount of cash distributed to Parent from the
         Trust Fund at the Closing (after payment to those stockholders of
         Parent who elect to have their shares converted to cash in accordance
         with Parent's Charter Documents (as defined in Section 2.1(a)), less
         the sum of all expenses reasonably incurred by Parent in connection
         with the transaction contemplated hereby."

              2.   Section 3.15(c) is hereby amended to read as follows:

         "(c) Parent has not been delinquent in the payment of any material Tax
         that has not been accrued for in Parent's books and records of account
         for the period for which such Tax relates nor is there any material Tax
         deficiency outstanding, proposed or assessed against Parent, nor has
         Parent executed any unexpired waiver of any statute of limitations on
         or extending the period for the assessment or collection of any Tax."

              3.   The last sentence of paragraph (d) of Schedule 4.1 is hereby
 amended to read as follows:

         "Prior to the Closing, the Company will continue to pay ordinary
         quarterly dividends to







         the Stockholders consistent with historical practices and with the
         restrictions imposed under the Loan Agreement, including payment of a
         $500,000 dividend during the fourth quarter of 2005 and a $500,000
         dividend during the first quarter of 2006."

              4.   A new Section 5.19 is hereby added to the Merger Agreement,
to read as follows:

         "5.19 Stockholder Obligations. The Stockholders shall repay to the
         Company, on or before the Closing, all direct and indirect indebtedness
         and obligations owed by them to the Company, including the indebtedness
         and other obligations described in Schedule 2.22 and all other amounts
         owed by REPCO (as defined in Schedule 2.22) to the Company."

              5.   Section 6.3(i), as heretofore amended, is hereby amended to
read as follows:

         "(i) Company Indebtedness. The Adjusted Indebtedness for Borrowed Money
         of the Company, including the Subsidiaries, shall not exceed
         $125,000,000. As used herein, the term "Adjusted Indebtedness for
         Borrowed Money" shall mean the sum of all indebtedness of the Company
         for borrowed money, less (1) the amount of any cash deposits posted by
         the Company as security in connection with outstanding Company hedging
         contracts, (2) the positive difference, if any, between $30,000,000 and
         the Aggregate Cash Number, (3) an amount up to $6.0 million for
         aggregate fees, costs and expenses paid by the Company in connection
         with replacing, enhancing or improving its existing credit facilities
         in a manner that, on the whole, is quantitatively more beneficial to
         the Company and (4) capital expenditures incurred by the Company after
         March 1, 2006."

              6.   A new Section 6.3(k) is hereby added to the Merger Agreement,
to read as follows:

         "(k) Stockholder Obligations. The Stockholders shall have repaid to the
         Company, on or before the Closing, all direct and indirect indebtedness
         and obligations owed by them to the Company, including the indebtedness
         and other obligations described in Schedule 2.22 and all other amounts
         owed by REPCO (as defined in Schedule 2.22) to the Company."

              7.   The last sentence of Section 7.4(b) is hereby amended to read
as follows:

         "Notwithstanding the foregoing, payments made with respect to
         indemnifiable Losses arising out of the Great Plains Claim shall not be
         applied toward the Deductible and the Deductible shall not apply to
         indemnifiable Losses arising out of the Great Plains Claim."

              8.   Section 8.1(b) is hereby amended to read as follows:

         "(b) by either Parent or the Company if the Proxy Statement shall not
         have been mailed to the record owners of Parent Common Stock on or
         before April 27, 2006."








         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to the Merger Agreement to be executed as of the date first written above.



                            TREMISIS ENERGY ACQUISITION CORPORATION



                            By: /s/ Lawrence S. Coben
                                ---------------------
                                Lawrence S. Coben
                                Chairman & CEO


                            RAM ENERGY ACQUISITION, INC.



                            By: /s/ Lawrence S. Coben
                                ---------------------
                                Lawrence S. Coben
                                Chairman & CEO


                            RAM ENERGY, INC.



                            By:  /s/ Larry E. Lee
                                 ----------------
                                 Larry E. Lee
                                 President & CEO




                            STOCKHOLDERS:

                         [SEE SEPARATE SIGNATURE PAGES.]















                  STOCKHOLDER SIGNATURE PAGE TO AMENDMENT NO. 2
                               TO MERGER AGREEMENT



/s/ Larry E. Lee
- ----------------
Larry E. Lee



DANISH KNIGHTS, A LIMITED PARTNERSHIP,
A Texas Limited Partnership

By: Dannebrog Corp., General Partner



By: /s/ Britani Talley Bowman
    -------------------------
     Britani Talley Bowman
     President



The undersigned agrees that, upon exercise of the stock option referred to in
Section 1.13 of the Merger Agreement, he shall be considered to be, and shall
be, a Stockholder (as defined therein) for all purposes of such Merger
Agreement, as amended hereby.



/s/ C. David Stinson
- --------------------
C. David Stinson