Hunter Aviation S3/A Shelf registration (amended)

MAGNUM HUNTER RESOURCES CORPORATION

/s/ GARY C. EVANS

Gary C. Evans

Chairman and Chief Executive Officer

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As filed with the Securities and Exchange Commission on April 15, 2015

Registration No. 333-202711

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment
No. 1 to

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Magnum Hunter Resources Corporation
(and the guarantors identified in the Table of Subsidiary Guarantor Registrants below)
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		86-0879278 (I.R.S. Employer Identification No.)

777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(832) 369-6986
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Gary C. Evans
Chairman and Chief Executive Officer
Magnum Hunter Resources Corporation
777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(832) 369-6986
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Paul M. Johnston Senior Vice President and General Counsel Magnum Hunter Resources Corporation 1046 Texan Trail Grapevine, Texas 76051 (832) 203-4533		Charles H. Still, Jr. Emily E. Leitch Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002 (713) 223-2300

Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ý

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: o

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: o

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

Exact name of Co-Registrant as specified in its Charter	State or other jurisdiction of incorporation or organization	I.R.S. Employer Identification Number

Alpha Hunter Drilling, LLC	Delaware	27-1657505
Bakken Hunter, LLC	Delaware	27-3553862
Hunter Aviation, LLC	Delaware	45-3698600
Hunter Real Estate, LLC	Delaware	27-1658073
Magnum Hunter Marketing, LLC	Delaware	45-3202527
Magnum Hunter Production, Inc.	Kentucky	61-1057062
Magnum Hunter Resources GP, LLC	Delaware	27-1355887
Magnum Hunter Resources, LP	Delaware	27-1355958
MHR Acquisition Company II, LLC	Delaware	37-1762439
MHR Acquisition Company III, LLC	Delaware	36-4791143
NGAS Gathering, LLC	Kentucky	20-4272054
NGAS Hunter, LLC	Delaware	27-3953737
Shale Hunter, LLC	Delaware	46-2331952
Triad Hunter, LLC	Delaware	27-1355830
Viking International Resources Co., Inc.	Delaware	31-1240097
Williston Hunter ND, LLC	Delaware	27-3553798

(1): The address, including zip code, and telephone number, including area code of the principal executive offices of each co-registrant are:

777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(832) 369-6986

EXPLANATORY NOTE

This Amendment No. 1 is being filed solely for the purpose of filing exhibits 1.2, 5.1 and 8.1 to the Registration Statement on Form S-3 (File No. 333-202711). No changes or additions are being made hereby to the prospectuses which form parts of the Registration Statement or to Items 14, 15 and 17 of Part II of the Registration Statement. Accordingly, the prospectuses and Items 14, 15 and 17 of Part II have been omitted from this filing.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment no. 1 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on April 15, 2015.