EXHIBIT 4.3

[FACE OF CERTIFICATE]

NUMBER
W

RAM Energy Resources, Inc.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
WARRANT

WARRANTS
CUSIP 75130P 11 7

THIS CERTIFIES THAT, for value received
is the registered holder of a Warrant or

Warrants expiring May 11, 2008 (the "Warrant") to purchase one fully paid and
non-assessable share of Common Stock, par value $.0001 per share ("Shares"), of
RAM Energy Resources, Inc., a Delaware corporation (the "Company"), for each
Warrant evidenced by this Warrant Certificate. The Warrant entitles the holder
thereof to purchase from the Company, such number of Shares of the Company at
the price of $5.00 per share, upon surrender of this Warrant Certificate and
payment of the Warrant Price at the office or agency of the Warrant Agent,
Continental Stock Transfer & Trust Company (such payment to be made by check
made payable to the Warrant Agent), but only subject to the conditions set forth
herein and in the Warrant Agreement between the Company and Continental Stock
Transfer & Trust Company. The Warrant Agreement provides that upon the
occurrence of certain events the Warrant Price and the number of Warrant Shares
purchasable hereunder, set forth on the face hereof, may, subject to certain
conditions, be adjusted. The term Warrant Price as used in this Warrant
Certificate refers to the price per Share at which Shares may be purchased at
the time the Warrant is exercised. No fraction of a Share will be issued upon
any exercise of a Warrant. If the holder of a Warrant would be entitled to
receive a fraction of a Share upon any exercise of a Warrant, the Company shall,
upon such exercise, round up to the nearest whole number the number of Shares to
be issued to such holder. Upon any exercise of the Warrant for less than the
total number of full Shares provided for herein, there shall be issued to the
registered holder hereof or his assignee a new Warrant Certificate covering the
number of Shares for which the Warrant has not been exercised. Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by
the registered holder hereof in person or by attorney duly authorized in
writing, may be exchanged in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants. Upon due presentment for registration of
transfer of the Warrant Certificate at the office or agency of the Warrant
Agent, a new Warrant Certificate or Warrant Certificates of like tenor and
evidencing in the aggregate a like number of Warrants shall be issued to the
transferee in exchange for this Warrant Certificate, subject to the limitations
provided in the Warrant Agreement, without charge except for any applicable tax
or other governmental charge. The Company and the Warrant Agent may deem and
treat the registered holder as the absolute owner of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise hereof, of any distribution to the
registered holder, and for all other purposes, and neither the Company nor the
Warrant Agent shall be affected by any notice to the contrary. This Warrant does
not entitle the registered holder to any of the rights of a stockholder of the
Company. The Company reserves the right to call the Warrant, at any time prior
to its exercise, with a notice of call in writing to the holders of record of
the Warrant, giving 30 days' notice of such call at any time if the last sale
price of the Shares has been at least $8.50 per share on each of 20 trading days
within any 30 trading day period ending on the third business day prior to the
date on which notice of such call is given. The call price of the Warrants is to
be $.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by the end of the date specified in the notice of call shall be canceled
on the books of the Company and have no further value except for the $.01 call
price.

Dated:

COUNTERSIGNED
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
AS WARRANT AGENT
BY:
AUTHORIZED OFFICER

[SEAL]

By:
/sig/
PRESIDENT

By:
/sig/
SECRETARY


[REVERSE OF CERTIFICATE]

SUBSCRIPTION FORM
To Be Executed by the Registered Holder in Order to Exercise Warrants

The undersigned Registered Holder irrevocably elects to exercise _____ Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of

(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

and, if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:

Dated:

(SIGNATURE)
(ADDRESS)
(TAX IDENTIFICATION NUMBER)

ASSIGNMENT
To Be Executed by the Registered Holder in Order to Assign Warrants

For Value Received, _____ hereby sell, assign, and transfer unto

(PLEASE TYPE OR PRINT NAME AND ADDRESS)
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)

and be delivered to

(PLEASE PRINT OR TYPE NAME AND ADDRESS)

of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint _____ Attorney to transfer this Warrant Certificate on
the books of the Company, with full power of substitution in the premises.

Dated:

(SIGNATURE)

THE SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
CHICAGO STOCK EXCHANGE.