425

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

June 2, 2005

Date of Report

CIMAREX ENERGY CO.

(Exact name of registrant as specified in its charter)

Delaware	001-31446	45-0466694
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
1700 Lincoln Street, Suite 1800, Denver, Colorado		80203-4518
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code     303-295-3995

(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:

ý       Written communications pursuant to Rule 425 under the Securities Act

o       Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

ITEM 8.01              OTHER EVENTS

On June 2, 2005, Deutsche Bank Trust Company Americas, the trustee for the Floating Rate Convertible Senior Notes due 2023 issued by Magnum Hunter Resources, Inc. (the “Notes”), mailed to the registered holders of the Notes the notice attached as Exhibit 99.1 to this report.

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS

C.            Exhibits

Exhibit No.	Description
99.1	Notice to Holders of the Floating Rate Convertible Senior Notes due 2023 of Magnum Hunter Resources, Inc.

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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.

	CIMAREX ENERGY CO.
Dated:  June 2, 2005	By:	/s/ Paul Korus
		Paul Korus, Vice President,
		Chief Financial Officer, Treasurer and
		Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Notice to Holders of the Floating Rate Convertible Senior Notes due 2023 of Magnum Hunter Resources, Inc.

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EX-99.1

Exhibit 99.1

Magnum Hunter Resources, Inc.

600 East Las Colinas Blvd.

Suite 1100

Irving, Texas 75039

June 1, 2005

VIA FIRST CLASS MAIL

To:	Holders of the Floating Rate Convertible Senior Notes
	due 2023 of Magnum Hunter Resources, Inc.

In accordance with Section 10.10 of the Indenture relating to your Floating Rate Convertible Senior Notes due 2023 of Magnum Hunter Resources, Inc. (the “Company”), this letter serves as notice of a potential merger transaction involving the Company.  Pursuant to a notice, dated May 23, 2005 from the Company (the “First Notice”), you were notified that the Company will be merging (the “First Merger”) with a wholly-owned subsidiary of Cimarex Energy Co., a Delaware corporation (“Cimarex”).  As described in the First Notice, the First Merger is expected to become effective on June 7, 2005, subject to shareholder approval of the transaction.  We have been informed by Cimarex that after the consummation of the First Merger, Cimarex intends to cause the Company to merge with and into Cimarex (the “Second Merger”).  The Second Merger, if consummated, is expected to become effective on or about June 13, 2005.  The Second Merger does not require the approval of the shareholders of Cimarex or any of the current shareholders of the Company.  The approval of Cimarex, in its capacity as the sole stockholder of the Company, is required in connection with the Second Merger.  In connection with the Second Merger, the Common Stock of the Company will be cancelled.

If you have any questions relating to the Second Merger, please contact Mark Burford, Director of Capital Markets of Cimarex, at 303/295-3995.

Sincerely yours,
MAGNUM HUNTER RESOURCES, INC.
By:	/s/ Richard R. Frazier
Name:  Richard R. Frazier
Title:  President, Chief Executive Officer