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Correspondence

RAM Energy Resources, Inc.

Meridian Tower, Suite 650

5100 East Skelly Drive

Tulsa, Oklahoma 74135-6549

918.663.2800 FAX 918.663.9540

 December 16, 2009

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-4628

 Attn: Mr. Sean Donahue

Re:
RAM Energy Resources, Inc.

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

 Filed
March 12, 2009

 File No. 000-50682

 Dear Mr. Donahue:

 As discussed in your telephone conversation last week
with our counsel, a draft Form 10-K/A (Amendment No. 2), to our Form 10-K for the Fiscal Year Ended December 31, 2008 is attached for your review. In the enclosed draft, Part III, Item 11 is amended to include the complete
compensation disclosure originally included in the Proxy Statement, incorporating the changes we agreed to in response to SEC comments. This amendment is edgarized and filed as correspondence. Once you have completed your review, we will edgarize
and file this amendment for the public.

 We believe the Form 10-K/A satisfies all comments received and is in the form
discussed with our counsel.

 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

 Page 2 of 2

 UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K/A

 Amendment No. 2

 x    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

 OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2008

 OR

 ¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

 THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from                  to

 Commission File
Number: 000-50682

 RAM Energy Resources, Inc.

 (Exact name of registrant as specified in its charter)

Delaware

20-0700684

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer Identification

 Number)

 5100 East Skelly Drive, Suite 650

 Tulsa, Oklahoma

74135

 (Address of principal

 executive office)

(Zip Code)

 (918) 663-2800

 (Registrant’s telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 None

 Securities registered pursuant to Section 12(g) of the Act:

 Common Stock, $.0001 par value

 Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  þ

 Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Exchange Act.

 Yes  ¨    No  þ

 Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.  ¨

 Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

 Large Accelerated Filer  ¨

Accelerated Filer  þ

Non-Accelerated Filer  ¨

Smaller reporting company  ¨

 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).

 Yes  ¨    No  þ

 As of March 11, 2009, there were outstanding 79,668,062 shares of registrant’s $.0001
par value common stock. Based upon the closing price for the registrant’s common stock on the NASDAQ Capital Market as of June 30, 2008, the aggregate market value of shares of common stock held by non-affiliates of the registrant was
approximately $254.0 million.

 Documents incorporated by reference: Except with respect to Item 11, the information called for by Part III is
incorporated by reference to the definitive proxy statement for the Registrant’s 2009 annual meeting of stockholders, which will be filed with the Securities and Exchange Commission, or SEC, no later than 120 days after December 31, 2008.

 EXPLANATORY NOTE

 This Amendment No. 2 on Form 10-K/A (the “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, originally filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2009, and subsequently amended on December 4, 2009 (collectively, the “Original Filing”). We are filing this
Amendment solely for the purpose of amending and restating in full Part III, Item 11 – Executive Compensation, in response to comments received from the SEC with regard to our executive compensation disclosure in our Definitive Proxy
Statement on Schedule 14A filed April 2, 2009. No attempt has been made in this Amendment to modify or update other disclosures presented in the Original Filing. This Amendment does not reflect events occurring after the date of the filing of
the Original Filing or modify or update other disclosures, including the exhibits to the Original Filing, affected by subsequent events. In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new
certifications by our principal executive officer and principal financial officer are being filed as exhibits under Part IV, Item 15.

 PART III

Item 11.
Executive Compensation

 Compensation Discussion and Analysis

 Overview of Compensation Program

 Our Board of Directors has overall responsibility for establishing compensation for our directors and executive officers. Our Board of
Directors has delegated to the Compensation Committee of the Board the responsibility for establishing, implementing and continually monitoring adherence with our compensation philosophy with respect to our executive officers. The Committee makes
all decisions with respect to base salaries and incentive compensation paid to our executive officers, including equity-based awards under our 2006 Long-Term Incentive Plan, and after consultation with our president and chief executive officer,
approves equity awards under our 2006 plan to our non-officer employees. The Committee ensures that the total compensation paid to our executive officers is fair, reasonable and competitive. The individuals who served as our chief executive officer
and chief financial officer during fiscal 2008, as well as the other individuals included in the Summary Compensation Table provided below, are referred to as our named executive officers. With the exception of our president and chief executive
officer, Larry E. Lee, and our chief financial officer, G. Les Austin, the types of compensation and benefits provided to our named executive officers are similar to those provided to other executive officers. Compensation and benefits provided to
Messrs. Lee and Austin are controlled by their employment agreement or arrangement described below.

 Role of Executive Officers in
Compensation Decisions

 Our president and chief executive officer annually reviews the performance of each executive
officer (other than himself, whose performance is reviewed by the Committee). The conclusions reached as the result of and recommendations based on these reviews, including recommendations with respect to salary adjustments and annual bonus or
equity award amounts, are presented to the Committee. The Committee then exercises its discretion in determining base salary adjustments and incentive compensation awards to our executive officers. Decisions regarding the non-equity compensation of
other employees are made by our president and chief executive officer after consultation with the Committee.

 Compensation Philosophy and
Objectives

 The Committee believes that the most effective executive compensation program is one designed to attract and
retain highly qualified individuals to fill our executive officer positions, reward longevity of employment, reward the achievement of annual, long-term and strategic goals, align the executives’ interests with those of the stockholders and
ultimately improve stockholder value. The Committee evaluates both performance and compensation to ensure we maintain our ability to attract and retain superior employees in key positions and that compensation provided to our key employees remains
competitive relative to the compensation paid to similarly situated executives of our peer companies. To that end, the Committee believes executive compensation packages provided to our executives, including our named executive officers, should
include both cash and stock-based compensation.

 Our Committee determines base salaries and cash and stock-based incentive
compensation awards for our executive officers to accomplish the following:

•

 maintain competitive levels of compensation in order to retain key employees due to the continuing competitive environment in the energy industry;

•

 reward key employees for job performance over the past year;

•

 recognize longevity as an important aspect of the officer ranks, which results in more predictable leadership and more efficient and productive
employees throughout our organization;

•

 provide incentive to continue the provision of high-level job performance; and

•

 in all matters involving compensation of our officers and employees, to be fair to the officers and employees on the one hand, and to our stockholders
on the other hand, by setting compensation in a manner that aligns the interests of the parties with the ultimate goal of enhancing our long-term performance.

 1

 Our Committee believes that an important measure of an executive’s individual
performance is Company performance, because the Company’s overall performance is in many respects directly attributable to the efforts of the executive management team. However, the Committee is also aware of the fact that in the oil and
natural gas exploration and production industry, some metrics, such as (i) revenues, income, earnings and other GAAP-based financial results, (ii) Modified EBITDA, adjusted cash flow and other non-GAAP calculations, (iii) the PV-10
value of proved reserves and the standardized measure of discounted future cash flows, and (iv) to a lesser extent, the volume of proved reserves, are subject to and dependent upon actual oil and natural gas sales prices, which are not within
the control of management. Accordingly, the Committee places less importance on commodity price driven metrics and more on importance on matters that can be directly influenced by management involvement.

 Setting Executive Compensation

 In determining base salaries and incentive compensation for our executive officers, our Compensation Committee first considers the current level of the executive’s compensation, both internally and relative to other Company officers,
and the executive’s individual performance, which is the critical factor in determining merit-based increases and incentive compensation. The Committee also reviews market data provided by outside consultants with respect to a select peer group
of companies, The entire process can best be described as: first, looking within our Company at the current salary structure among the executive group to ensure fairness and consistency; second, evaluating each executive’s individual
performance to ensure that compensation is performance based; and third, looking at peer group companies to determine if the range of compensation paid to our executives is within the “fairway” of the compensation paid to executives in
similarly situated companies. The use of peer group data, while part of the process, is intended to ensure that the compensation paid to our executives is fair when compared to similar companies, and to give the Compensation Committee some
objective basis to support its salary determination decisions.

 The Committee engaged Pearl Meyer & Partners, an
outside compensation consulting firm, to assist the Board and the Committee in crafting our total compensation program for our executive officers for 2008 and to assist the Board in determining compensation for our directors. Pearl Meyer provided
the Committee with a competitive salary analysis showing market average compensation for executive officers in companies similar to ours. Utilizing in part this report, the Committee approved the increase in Mr. Lee’s and our other
executive officers’ base salaries, the granting of a cash bonus to Mr. Lee and our other executive officers for services provided in 2008 and made recommendations to our Board of Directors regarding director compensation, which
recommendations subsequently were approved. The peer group referenced in the Pearl Meyer report consisted of: Berry Petroleum, Brigham Exploration Company, Delta Petroleum Corporation, Edge Petroleum Corporation, McMoran Exploration Company,
Parallel Petroleum Corporation, Petrohawk Energy Corporation, Swift Energy Company, TXCO Resources, Inc., Venoco, Inc., and Whiting Petroleum Corporation. While our Compensation Committee utilizes data regarding peer group companies to determine if
the range of compensation paid to our executive officers and directors is within the “fairway” of compensation paid to executives in and directors of similarly situated companies, our Committee does not “benchmark” executive and
director compensation to other companies.

 2008 Executive Compensation Components

 For the fiscal year ended December 31, 2008, the principal components of compensation for our named executive officers were:

•

 base salary;

•

 performance-based incentive compensation; and

•

 perquisites and other personal benefits.

 When selecting the components and amounts of compensation for 2008, the Compensation Committee specifically intended to reward key employees for excellent job performance and long work hours over the past
year, during which we accomplished substantially all of the goals and objectives for the year set by our Nominating and Corporate Governance Committee. Our Compensation Committee also intended to provide incentives going forward into 2009, a year in
which we expected increasing challenges relating to our operations and financial condition as a result of the current worldwide economic crisis and dysfunction in the credit and capital markets.

 2

 The base salary and incentive compensation paid to certain named executive officers for 2008
were determined by employment contracts or retention agreements. The base salary paid to Mr. Lee, our president and CEO, was determined pursuant to the terms of his employment agreement, as described below. The base salary, cash bonus and
restricted stock awards paid or granted to Mr. Austin, our senior vice president and CFO, were determined pursuant to the terms of our employment agreement with Mr. Austin, also as described below. Of the $276,000 cash bonus compensation
paid to Ms. Lindsey, our vice president, accounting and controller, $220,000 of such amount was paid pursuant to a retention agreement entered into between Ms. Lindsey and Ascent Energy Inc. prior to the acquisition of Ascent by the
Company in Nov