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    RAM Energy Resources, Inc.

    Meridian Tower, Suite 650

    5100 East Skelly Drive

    Tulsa, Oklahoma 74135-6549

    918.663.2800 FAX 918.663.9540

November 24, 2009

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Ms. Joanna Lam

    Re:

    RAM Energy Resources, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed March 12, 2009

Form 10-Q for the Fiscal Quarter Ended March 31, 2009

Filed May 7, 2009

Form 10-Q for the Fiscal Quarter Ended June 30, 2009

Filed August 6, 2009

Form 10-Q for the Fiscal Quarter Ended September 30, 2009

Filed November 5, 2009

File No. 000-50682

Ladies and Gentlemen:

     This letter is in response to the conference call we held with your staff on November 18,
2009.

     Based on discussion and further evaluation, we reconsidered our position on materiality and
have decided to restate the Form 10-K for the year ended December 31, 2008 and Forms 10-Q for the
quarters ended March 31, 2009, June 30, 2009 and September 30, 2009. The Forms 10-K/A and 10-Q/A
with proposed amendments will be filed as a correspondence filing tomorrow, November 25, 2009 with
marked changes for your convenience, but will be filed clean. Please review and advise whether you
approve as we intend to file the amendments on December 1, 2009.

     As discussed in the November 18 conference call, the Form 10-K/A includes all the items listed
in your original comment letter of June 30, 2009, to which we responded on July 15, 2009 that these
items will be included in future filings. The items in your original comment letter are listed
below:

Page 2 of 2

Form 10-K for the Fiscal Year Ended December 31, 2008

Risk Factors, page 7

    1.

    Rather than suggesting only that you have provided “some of the more significant factors” and
that the list “may not be exhaustive,” instead make clear that you include in this section all
the known, material risks.

    On page 7 of Form 10-K/A, Item 1A, Risk Factors reads:

    We face a variety of risks that are inherent in our business and our industry, including
operational, legal and regulatory risks. The following are the known, material risks that
could affect our business and our results of operations.

Selected Financial Data, page 30

    2.

    We note you define the non-GAAP financial measure titled “EBITDA” as net income (loss),
interest expense, amortization and depreciation, accretion, income taxes, share-based
compensation, impairment charges, settlement charges and unrealized gains (losses) on
derivatives. If you wish to retain this measure in your filing, you will need to utilize a
different title for this non-GAAP measure to comply with Item 10(e)(1)(ii)(E) of Regulation
S-K as it is not calculated exactly as net income before interest, taxes, depreciation and
amortization.

    On page 30 of Form 10-K/A, Item 6, in Selected Financial Data, we refer to the non-GAAP
financial measure as “Modified EBITDA,” defined as net income (loss) before interest,
amortization and depreciation, accretion, income taxes, share-based compensation, impairment
charges, settlement charges and unrealized gains (losses) on derivatives.

Controls and Procedures, page 74

    3.

    Please comply with Item 308(c) of Regulation S-K, which requires that you disclose any change
in your internal control over financial reporting that occurred during the last fiscal quarter
that has materially affected, or is reasonably likely to materially affect your internal
control over financial reporting.

    On page 74 of Form 10-K/A, Item 9A, we have modified Controls and Procedures to disclose any
change in our internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.

    In Forms 10-Q/A, Item 4, we have also modified Controls and Procedures to disclose any
change in our internal control over financial reporting that occurred during the last fiscal
quarter that has materially affected, or is reasonably likely to materially affect our
internal control over financial reporting.

Page 3 of 3

Engineering Comments

Supplementary Oil and Natural Gas Reserve Information, page 69

    8.

    Please include the SEC definition of proved reserves as found in Rule 4-10(a) of Regulation
S-X.

    Page 69 of the Form 10-K/A includes the SEC definition of proved reserves found in Rule
4-10(a) of Regulation S-X:

    Proved oil and gas reserves are the estimated quantities of crude oil, natural gas, and natural gas liquids which
geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs
under existing economic and operating conditions, i.e., prices and costs as of the date the estimate is made. Prices include
consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions.

    Our future filings will also include this disclosure.

    9.

    You state that you retain independent engineering firms to provide year-end estimates of your
future net oil, natural gas and natural gas liquids reserves. Please identify these firms to
comply with Instruction 4.B to Item 102 of Regulation S-K.

    On page 69 of Form 10-K/A, we state that the estimates of proved oil, natural gas and
natural gas liquids reserves used to prepare the 2008, 2007 and 2006 year-end consolidated
financial statements were provided by Forrest A. Garb & Associates, Inc. and by Williamson
Petroleum Consultants, Inc., both of which are independent petroleum consulting firms.

    Our future filings will also include this disclosure for any firms used to provide estimates
of our future net oil, natural gas and natural gas liquids reserves.

    11.

    We note some significant reserve changes due to revisions, extensions and discoveries and
purchases. Please include explanations for significant reserve changes in your disclosure to
comply with paragraph 11 of SFAS 69.

    On page 72 of Form 10-K/A, we state that the downward “Revision of Previous Estimates” of
the Company’s net crude oil reserves reported at December 31, 2008 was primarily due to a
significant change in economic factors. The NYMEX price of crude oil decreased from $96.01
per Bbl at December 31, 2007 to $44.60 per Bbl at December 31, 2008. The resulting change
in the economic limit and recoverable reserves caused a 3.9 million barrel reduction in the
Company’s net crude oil reserves.

Page 4 of 4

    The upward revision of the Company’s net gas reserves reported at December 31, 2008 due to
“Extensions & Discoveries” was the result of the extension of the proved acreage of
previously discovered reservoirs through additional drilling and the discovery of new
reservoirs in existing fields. The Company drilled or participated in the drilling of 17
gas wells in 2008 which were in unproven areas of existing fields. This drilling activity
resulted in the addition of approximately 6.5 Bcf of net gas reserves. The extension of the
proved areas in these existing fields resulted in the addition of 15 proved undeveloped gas
well locations that resulted in the addition of approximately 12 Bcf of net gas reserves.

    The “Purchase of Reserves” reported at December 31, 2007 was the result of the Company’s
acquisition of Ascent Energy, Inc. in November of 2007.

    Our future filings will also include this disclosure, as well as additional relevant
disclosure for significant reserve changes in future years.

    12.

    Please tell us how much oil, natural gas and natural gas liquids you were projected to
produce in 2008 from the total proved reserves estimated in your 2007 reserve report. Please
reconcile any major differences between the forecasted amount and the actual amounts produced
in 2008, and disclose the reasons for those differences.

    On page 71 of Form 10-K/A, we state:

The 2008 net total proved production forecast as of December 31, 2007 and the actual 2008
produced volumes are tabulated below:

    December, 31 2007 Production

    forecast for 2008

    2008 Actual Net Production

    Oil (MBbl)

    1,124

    1,187

    Gas (MMcf)

    7,259

    6,082

    NGL (MBbl)

    388

    354

    MBoe

    2,822

    2,554

    The 2008 production variance is mostly due to a shortfall in gas production (a variance of
1,177 MMcf). Due to the sharp decline in oil and gas prices and an uncertain energy market,
RAM revised the Company drilling budget to adjust to the marketplace. As oil and gas prices
fell, we reduced our drilling budget and elected to participate in drilling opportunities
that carried less capital exposure and lower economic risk. The result was that our
drilling program was more oil weighted than gas and the actual locations drilled varied from
the December 31, 2007 projection, resulting in a shortfall in gas production compared to the
year-end 2007 forecast.

    Our future filings will also include this disclosure, as well as additional relevant
disclosure for future years.

Page 5 of 5

     We believe the Form 10-K/A for the year ended December 31, 2008 and Forms 10-Q/A for the
quarters ended March 31, 2009, June 30, 2009 and September 30, 2009 satisfy all comments received.

          The Company hereby acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in
the filing;

    •

    staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

    •

    the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the
United States.

    Very truly yours,

RAM Energy Resources, Inc.

    By
    /s/ G. Les Austin

    G. Les Austin,

    Senior Vice President and Chief Financial Officer