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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 10-K/A
(Amendment No. 1)

FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

[_] 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: 0-23431

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MILLER EXPLORATION COMPANY
(Exact Name of Registrant as Specified in Its Charter)

Delaware 38-3379776
(State or Other (I.R.S. Employer
Jurisdiction of Identification No.)
Incorporation or
Organization)

3104 Logan Valley Road, 49685-0348
Traverse City, Michigan
(Address of Principal (Zip Code)
Executive Offices)

Registrant's telephone number, including area code: (231) 941-0004

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

Title of each class
Common Stock, $0.01 Par Value

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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 [X] 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 an accelerated filer (as
defined in Rule 12b-2 of the Act) Yes [_] No [X]

Number of shares outstanding of the registrant's Common Stock, $0.01 par
value (excluding shares of treasury stock) as of March 17, 2003: 2,061,253

The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant as of June 28, 2002: $3,296,271.

DOCUMENTS INCORPORATED BY REFERENCE

None.

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This Amendment No. 1 to the Annual Report on Form 10-K of Miller Exploration
Company (the "Company") amends and restates in its entirety Part III of the
Annual Report on Form 10-K of the Company filed with the Securities and
Exchange Commission on March 24, 2003 (the "Form 10-K"). Capitalized terms used
herein and not otherwise defined shall have the meaning assigned to such terms
in the Form 10-K.

PART III

Item 10. Directors and Executive Officers of the Registrant.

DIRECTORS AND EXECUTIVE OFFICERS

Biographical information as of March 31, 2003, is presented below for each
person who is either a director or executive officer of the Company.

Directors

Robert M. Boeve (age 46) has served as director of the Company since July
13, 2000. Mr. Boeve is CEO and Manager of Jordan Exploration Company, LLC, an
oil and gas exploration and production company located in Traverse City,
Michigan and has served in this capacity since 1996. Mr. Boeve received a B.A.
degree from Hope College in 1979 and an MBA in Finance from the University of
Minnesota in 1987. He has held various positions in the oil and gas industry,
and is currently serving as an executive officer, director and shareholder of
several oil and gas investment companies and agricultural limited liability
companies. Mr. Boeve is actively involved in various oil and gas industry
associations and community organizations.

Richard J. Burgess (age 72) has served as a director of the Company since
January 12, 1999. Mr. Burgess served as President and CEO of NOMECO before
retiring in 1994. NOMECO later became CMS Oil and Gas Company which is a wholly
owned subsidiary of CMS Energy Corporation (NYSE). Mr. Burgess received a B.S.
degree (honors) in Geology from the University of Manitoba and has held various
positions in the oil and gas industry since 1954. Mr. Burgess currently serves
on the Board of Directors of Michigan Oil and Gas Association and ROC Oil
Company and is a former director of Seagull Energy, Command Petroleum and
Sydney Oil Company. Mr. Burgess has been involved, in various capacities, with
American Association of Petroleum Geologists, Independent Petroleum Association
of America, Ontario Petroleum Institute and Potential Gas Committee.

Paul A. Halpern (age 49) has served as director of the Company since July
13, 2000. Mr. Halpern is Vice President of Operations for Guardian Energy
Management Corp., an oil and gas exploration and production company which is a
subsidiary of Guardian Industries Corp., a glass manufacturing corporation
located in Auburn Hills, Michigan. He has served in this capacity since 1990.
Mr. Halpern has also served as Associate Tax Counsel for Guardian Industries
Corp. since 1988. Mr. Halpern received a Bachelor of Business Administration in
1974 from Drexel University. Additionally, Mr. Halpern received a Juris
Doctorate degree in 1977 from Temple University. Mr. Halpern presently serves
as executive officer, director and shareholder of several oil and gas
investment and exploration limited liability companies.

C.E. "Gene" Miller (age 73) has served as the Chairman of the Board and a
director of the Company since its founding in 1997 and of MOC since its
founding in 1986. Since 1982, Mr. Miller has served as President, Secretary and
Treasurer of Eagle Investments, Inc. ("Eagle"), an oil and gas investment
company affiliated with the Company, and since 1990 has served as President,
Secretary and Treasurer of Eagle International, Inc.

("Eagle International"), an international oil and gas development company also
affiliated with the Company. Mr. Miller has been involved in the domestic oil
and gas industry for over 35 years, primarily in Michigan and Texas. Mr. Miller
is a past president of the Michigan Oil and Gas Association and also served as
a director of that organization. Mr. Miller previously served as a vice
president and director and on the Executive Committee of the Independent
Petroleum Association of America, and as a director of the National Stripper
Well Association. In addition, Mr. Miller has been involved in a number of
civic activities and is a member of several boards of directors. Mr. Miller is
the father of Kelly E. Miller, the Company's President and Chief Executive
Officer.

Kelly E. Miller (age 48) has served as the President, Chief Executive
Officer and a director of the Company since its founding in 1997 and as
President and a director of MOC, since MOC's founding in 1986. Mr. Miller has
served as a Vice President of Eagle from 1982-2000. Mr. Miller serves on the
Board of Governors of the Independent Petroleum Association of America and the
Boards of Directors of the Michigan Oil and Gas Association and Republic
Bancorp, Inc. (NASDAQ). Mr. Miller has been involved in the oil and gas
industry since 1978, focusing his efforts in the areas of strategic planning,
prospect development, acquisition and administration. Mr. Miller received a
B.S. degree with a major in Petroleum Geology and a B.B.A. degree with a major
in Petroleum Land Management from the University of Oklahoma. Mr. Miller also
completed the Owner/President Management Program (OPM) through the Harvard
University Graduate School of Business. Mr. Miller is a Certified Petroleum
Geologist with the American Association of Petroleum Geologists, an
international geological organization. Mr. Miller is the son of C.E. "Gene"
Miller, the Company's Chairman of the Board.

Executive Officers

Deanna L. Cannon (age 42) has served as Chief Financial Officer since
November 2001 and Vice President--Finance and Corporate Secretary of the
Company since June 1999. Prior to that she served as Assistant Vice
President--Finance from May 1998 to June 1999. She has served as director of
MOC since May 2001. Previously Ms. Cannon was employed in public accounting for
16 years, initially for Arthur Andersen & Co. in Jacksonville, Florida and
later for Plante & Moran, LLP in Traverse City, Michigan. Ms. Cannon holds a
B.S. degree in accounting from Ferris State University and also is a Certified
Public Accountant. She is a member of the Michigan Oil and Gas Association,
American Institute of Certified Public Accountants and Michigan Association of
Certified Public Accountants.

Lew P. Murray (age 47) has served as Vice President--Exploration of the
Company since its founding in 1997, and he served in the same capacity for MOC
from January 1996 until the Company was founded. Mr. Murray holds a B.S. degree
with a major in Geology from the University of Oklahoma. Mr. Murray is a
Certified Petroleum Geologist with the American Association of Petroleum
Geologists. Mr. Murray served as Exploration Manager of MOC from 1992 until
1996 and has been involved in the exploration program of MOC and its affiliates
since 1981. Mr. Murray's primary responsibilities involve the review and
recommendations of all prospects.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's directors and
officers, and persons who beneficially own more than 10% of the outstanding
shares of Common Stock, to file reports of ownership and changes in ownership
of shares of Common Stock with the Securities and Exchange Commission.
Directors, officers and greater than 10% beneficial owners are required by
Securities and Exchange Commission regulations to furnish the Company with
copies of all Section 16(a) reports they file. To the Company's knowledge,
based on its review of the copies of such reports received by it, or written
representations from certain reporting persons, the Company believes that its
officers, directors and 10% beneficial owners complied with all applicable
filing requirements during the Company's last fiscal year.

Item 11. Executive Compensation.

COMPENSATION OF EXECUTIVES

The following Summary Compensation Table shows certain information
concerning the compensation earned during the fiscal years ended December 31,
2002, 2001, and 2000, by the Chief Executive Officer of the Company and each
executive officer who earned in excess of $100,000 and who served in positions
other than Chief Executive Officer at the end of the last completed fiscal
year. The table does not include perquisites and other personal benefits for
individuals for whom the aggregate amount of such compensation does not exceed
the lesser of (i) $50,000 or (ii) 10% of combined salary and bonus for the
named executive officers in 2002.

SUMMARY COMPENSATION TABLE

Long-Term
Compensation
Annual Compensation Awards
--------------------- ---------------------
Securities
Restricted Underlying
Salary Bonus Stock Options/ All Other
Name and Principal Position Year ($)(1) ($) Awards ($) SAR's(3) Compensation(2)
- --------------------------- ---- -------- ------- ---------- ---------- ---------------

Kelly E. Miller................ 2002 $197,500 $ 0 -- 0 $11,382
President and Chief Executive 2001 220,000 76,000 -- 27,500 11,190
Officer 2000 150,000 0 -- 0 10,919

Deanna L. Cannon............... 2002 $102,125 $ 0 -- 0 $11,113
Chief Financial Officer 2001 100,000 5,600 -- 3,000 11,035
2000 90,000 8,500 -- 4,700 10,624

Lew P. Murray.................. 2002 $119,970 $ 0 -- 0 $ 1,730
Vice President--Exploration 2001 114,240 7,500 -- 3,600 1,671
2000 114,240 11,000 -- 10,500 6,341

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(1) The salary listed in this column for 2002 represents the salary paid for
the year. The executive officers' salaries were reduced on July 1, 2002 as
follows: Mr. Miller's salary decreased from $245,000 to $150,000, Ms.
Cannon's salary from $107,500 to $96,750, and Mr. Murray's from $125,700 to
$114,240.
(2) Compensation listed in this column for 2002 consists of the following
payments made by the Company (i) for contributions of Company Common Stock
to the Company's 401(k) Savings Plan on behalf of the individuals listed as
follows: $10,750 for Mr. Miller and $10,634 for Ms. Cannon; (ii) for travel
accident insurance policies as follows: $125 for Mr. Miller, $125 for Ms.
Cannon, and $125 for Mr. Murray; and (iii) for premiums on life insurance
policies as follows: $571 for Mr. Murray. No contribution to the Company's
401(k) Savings Plan was made on behalf of Mr. Murray or payment of
insurance premiums on behalf of Mr. Miller or Ms. Cannon.
(3) Amounts have been adjusted for reverse stock split effective October 11,
2002.

401(k) Savings Plan

In connection with its formation and initial public offering, the Company
adopted MOC's 401(k) Savings Plan (the "Savings Plan"). The Savings Plan is
available to all full-time employees upon commencement of their employment and
provides for discretionary matching contributions by the Company. The funds in
the Savings Plan are invested in equity and bond funds at the election of the
participant. The Company-paid matching contributions under the Savings Plan are
made in the form of Common Stock and vest at a rate of 20% per year, beginning
after three years of service. The number of shares contributed is based on the
market price of Common Stock at the date of contribution. The Savings Plan
balances that have vested generally are paid at an employee's termination of
employment or retirement.

Life Insurance Program

The Company provides, at its sole cost, life insurance in the face amount of
$150,000 on the life of Mr. Murray, who is entitled to designate the
beneficiary of the insurance proceeds. During 2002, the Company paid $571 in
premiums for Mr. Murray's policy.

Travel Insurance Program

The Company provides to each of Messrs. Miller and Murray, and Ms. Cannon
travel accident insurance in the face amount of $100,000, at no cost. The
insurance covers accidental death and disability in the course of business or
personal travel anywhere in the world. Each covered person is entitled to
designate the beneficiary of the insurance proceeds. During 2002, the Company
paid $125 in premiums for each of the policies.

OPTION GRANTS IN LAST FISCAL YEAR

No stock options or stock appreciation rights were granted during the fiscal
year ended December 31, 2002 to the Named Executive Officers.

The following table provides information about options to purchase our
common stock held by the Named Executive Officers as of December 31, 2002. No
options were exercised by these persons during 2002. No stock appreciation
rights have been granted.

AGGREGATE OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES

Number of Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money Options
Fiscal Year-End(1) Fiscal Year-End
------------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------

Kelly E. Miller. 31,700 28,800 $0 $0
Lew P. Murray... 10,520 13,580 $0 $0
Deanna L. Cannon 3,200 6,000 $0 $0

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(1) Amounts have been adjusted to reflect the 1-for-10 reverse stock split
effective October 11, 2002.

COMPENSATION OF DIRECTORS

The Board of Directors has adopted the Equity Compensation Plan for
Non-Employee Directors. This plan, as amended, allows up to 50% of the annual
Directors' Fees to be paid in cash with the remaining fees paid in shares of
the Company's Common Stock for fees earned by non-employee directors for their
service to the Company.

Directors who are not employees of the Company receive a $15,000 annual
retainer fee plus $1,000 for attendance at each regular meeting of the Board of
Directors and $500 for attendance at each committee meeting, (committee
chairmen receive $750). Directors who also are employees of the Company receive
no annual retainer and are not compensated for attendance at Board or committee
meetings. The Company also reimburses directors for expenses associated with
attending Board and committee meetings, and pays a daily per diem rate of

$1,000 for director attendance at business meetings at the Company's request.
For the year 2002, the Board of Directors elected to reduce their overall
director fees including the annual retainer plus Board and Committee meeting
fees by twenty percent.

Any person who becomes a non-employee director automatically has been
granted, on the date of his or her election, an option to purchase 1,000 shares
of Common Stock. In addition, on the first business day following the date on
which each annual meeting of the Company's stockholders is held, each
non-employee director then serving was automatically granted an option to
purchase 300 shares of Common Stock. Each option granted to non-employee
directors (i) has a 10-year term, (ii) has an exercise price per share equal to
the fair market value of a Common Stock share on the date of grant and (iii)
will become exercisable in cumulative annual increments of one-fifth of the
total number of shares of Common Stock subject thereto, beginning on the first
anniversary of the date of grant. These options were proportionately adjusted
for the reverse stock split affected by the Company on October 11, 2002. On
March 17, 2003, the Board of Director's elected to discontinue the granting of
options to new directors and the granting annually of options to existing
directors.

EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT
AND CHANGE IN CONTROL ARRANGEMENTS

Employment Agreements

Currently, the Company does not have employment agreements with any officers
or employees.

Indemnity Agreements

The Company has entered into indemnity agreements with Messrs. Miller and
Murray, and Ms. Cannon and with each director of the Company (collectively, the
"Executives"). The indemnity agreements indemnify each Executive against all
expenses incurred in connection with any action or investigation involving each
Executive by reason of his or her position with the Company (or with another
entity at the Company's request). The Executives also will be indemnified for
costs, including judgments, fines and penalties, indemnifiable under Delaware
law or under the terms of any current or future liability insurance policy
maintained by the Company that covers the Executives. An Executive involved in
a derivative suit will be indemnified for expenses and amounts paid in
settlement. Indemnification is dependent in every instance on the Executive
meeting the standards of conduct set forth in the indemnity agreements. If a
potential change in control occurs, the Company will fund a trust to satisfy
its anticipated indemnification obligations.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No executive officer of the Company served as a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another
entity, where one of such other entity's executive officers served on the
compensation committee of the Company. No executive officer of the Company
served as a director of another entity, where one of such other entity's
executive officers served on the compensation committee of the Company. No
executive officer of the Company served as a member of the compensation
committee (or other board committee performing equivalent functions or, in the
absence of any such committee, the entire board of directors) of another
entity, where one of such other entity's executive officers served as a
director of the Company.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

To the Company's knowledge, set forth below is certain information, as of
March 31, 2003, regarding ownership of Common Stock by (i) each person who
beneficially owns more than 5% of the Company's outstanding shares of Common
Stock, (ii) each director and executive officer of the Company and (iii) all
directors and executive officers of the Company as a group.

Amount and Nature of Beneficial
Ownership of Common Stock(1)
------------------------------------
Sole Voting Shared
and Voting or Total
Dispositive Dispositive Beneficial Percent
Name and Address of Beneficial Owner(2) Power(3) Power(3) Ownership(3) of Class
- --------------------------------------- ----------- ----------- ------------ --------

Kelly E. Miller(5)..................................... 266,897 127,580 394,477 18.8%
Debra A. Miller Trust(6)............................... 127,550 180,575 308,125 14.9%
Kellie K. Miller Trust(7).............................. 127,551 106,627 234,178 11.3%
David A. Miller(8)..................................... 106,177 128,001 234,178 11.3%
Daniel R. Miller....................................... 109,738 450 110,188 5.3%
Robert M. Boeve(9)..................................... 235,763 0 235,763 1.9%
Paul A. Halpern(10).................................... 32,735 0 32,735 1.6%
Richard J. Burgess..................................... 18,765 0 18,765 *
C.E. Miller............................................ 14,888 0 14,888 *
Lew P. Murray(11)...................................... 13,110 0 13,110 *
Deanna L. Cannon....................................... 4,000 0 4,000 *
Guardian Energy Management Corp.(12)................... 1,024,916 0 1,024,916 18.0%
2300 Harmon Road
Auburn Hills, MI 48326
SFS, Inc............................................... 102,511 0 102,511 5.0%
186 Wood Avenue
South Iselin, NJ 08830
Executive Officers and Directors as a group (7 persons) 586,158 127,580 713,738 25.1%

- --------
* Less than 1%.
(1) The number of shares stated are based on information provided by each
person listed and include shares personally owned of record by the person
and shares which, under applicable regulations, are considered to be
otherwise beneficially owned by the person.
(2) The address of each reporting person, unless otherwise noted, is 3104 Logan
Valley Road, Traverse City, Michigan 49684.
(3) Excludes the following shares that may be acquired through the exercise of
stock options granted under the "1997 Stock Plan" which are exercisable
after June 15, 2003:

Name Number of Options
---- -----------------

C. E. Miller...... 600
Richard J. Burgess 800
Paul A. Halpern... 1,020
Robert M. Boeve... 1,020
Kelly E. Miller... 20,450
Lew P. Murray..... 11,580
Deanna L. Cannon.. 5,700

(4) These numbers include shares over which the listed person is legally
entitled to share voting or dispositive power by reason of joint ownership,
trust or other contract right, and shares held by spouses, children or
other relatives over whom the listed person may have substantial influence
by reason of relationship.
(5) Includes (i) 8,403 shares held by Miller and Miller, Inc., which is owned
by a revocable trust of which Kelly E. Miller is the sole trustee and (ii)
45,065 shares held by the Company's 401(k) plan wherein Kelly E. Miller has
sole voting power. Also includes 127,550 shares held in trust by Kelly
Miller's spouse, Debra A. Miller.

(6) Includes 180,575 shares held directly by Debra Miller's spouse, Kelly E.
Miller.
(7) Includes 106,627 shares held by Kellie K. Miller's spouse, David A. Miller.
(8) Includes 127,551 shares held in trust by David Miller's spouse Kellie K.
Miller.
(9) Includes 16,364 warrants to acquire shares held by Mr. Boeve. Also includes
180,000 warrants to acquire shares held by Jordan Exploration Company, LLC.
Mr. Boeve owns 72% and is the managing member of this entity. Mr. Boeve
disclaims beneficial ownership of the shares and warrants held by this
entity, except for those in which he has a direct pecuniary interest.
(10) Excludes 370,370 shares of common stock and 654,546 warrants for common
stock currently held by Guardian Energy Management Corp., for which Mr.
Halpern serves as Vice President, Operations.
(11) Includes 320 shares held as part of the Miller Oil Corporation's 401(k)
Savings Plan for which Mr. Murray has sole dispositive power.
(12) Includes 370,370 shares of common stock and 654,546 warrants to acquire
shares of common stock for which Guardian Energy Management Corp. (GEMCO)
is the owner of record. Mr. William Davidson is a controlling shareholder,
director, CEO, and President of Guardian Industries Corp., which is the
sole shareholder of GEMCO. Accordingly, Mr. Davidson may be deemed to
beneficially own the shares of the Company held by GEMCO. Mr. Davidson
disclaims beneficial ownership of the shares of the Company not owned of
record by him.

EQUITY COMPENSATION PLAN INFORMATION

Number of securities
remaining available for
future issuance under
Number of securities to Weighted-average equity compensation
be issued upon exercise exercise price of plans (excluding
of outstanding options, outstanding options, securities reflected in
Plan Category warrants and rights (a) warrants and rights (b) column (a)) (c)
- ------------- ----------------------- ----------------------- -----------------------

Equity Compensation plans
approved by security
holders................. 132,750 $40.72 107,250

Equity compensation plans
not approved by security
holders.................

Total..................... 132,750 $40.72 107,250

Item 13. Certain Relationships and Related Transactions.

Transactions with C.E. Miller and Affiliates

The following information describes agreements or transactions between the
Company and C.E. Miller, Chairman of the Board and a director of the Company.

In July 1996, the Company sold the building it occupies to C. E. Miller and
subsequently leased a substantial portion of the building under the terms of a
five-year lease agreement. The lease was renegotiated in 1998 for a five-year
term to increase the square footage being leased. The lease was negotiated
again in April 2003 with monthly payments based on competitive market square
footage rates. The lease is for a primary six month term with three-six month
renewal options.

During 1999, Eagle purchased a working interest in certain unproved oil and
gas properties from the Company for $3.9 million. The Company believes that the
purchase price was representative of the fair market value of these interests
and that the terms were consistent with those available to unrelated parties.
On July 11, 2000, the Company signed a letter agreement (the "Eagle
Transaction") to acquire an interest in these properties and $0.5 million in
cash from Eagle, in exchange for a total of 185,185 shares of common stock. In
addition, Eagle was issued warrants exercisable for a total of 203,125 shares
of common stock. These warrants expired unexercised on December 7, 2002.

Transactions with Other Related Parties

On February 27, 2001, the Board of Directors (including the disinterested
directors) unanimously passed a resolution approving the sale of certain
working interests to and the participation of certain affiliates of the Company
(Guardian Energy Management Corp., Guardian Energy Exploration Corp., Robert
Boeve, and Eagle Investments, Inc.) or entities controlled by these affiliates
in joint exploration agreements for the development of the Illinois Basin
project and four Mississippi prospects. The terms offered under the joint
exploration agreements were substantially the same as those offered to third
parties on an arms-length basis. The terms included reimbursement to the
Company of certain lease acquisition and geological and geophysical expenses
incurred to date at the proportional interests acquired and certain rights to
the Company involving back-in after payout provisions ranging from 30% to 35%
on the Mississippi prospects. All development costs will be shared by the
Company and the participants on the basis of their proportional working
interests.

In the normal course of business, the Company from time to time will sell an
interest in a prospect to related parties or certain of their affiliates. The
terms of these sales are consistent with those available to unrelated parties.
All material transactions between the Company and its affiliates are and will
continue to be approved by a majority of the disinterested directors of the
Company.

Item 14. Controls and Procedures.

Item 14(a). Evaluation of Disclosure Controls and Procedures

Within 90 days prior to the filing date of this report, the Company's chief
executive officer and chief financial officer carried out an evaluation of the
effectiveness of the Company's disclosure controls and procedures. Based on
that evaluation, the Company's chief executive officer and chief financial
officer believe (i) that the Company's disclosure controls and procedures are
designed to ensure that information required to be disclosed by the Company in
the reports it files under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the periods specified in the SEC's
rules and forms, and that such information is accumulated and communicated to
the Company's management as appropriate to allow timely decisions regarding
disclosure, and (ii) that the Company's disclosure controls and procedures are
effective.

Item 14(b). Changes in Internal Controls

There have been no significant changes in the Company's internal controls or
in other factors that could significantly affect the Company's internal
controls subsequent to the evaluation referred to in Item 14(a) above, nor have
there been any corrective actions with regard to significant deficiencies and
material weaknesses.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

MILLER EXPLORATION COMPANY

By /s/ KELLY E. MILLER
-----------------------------
Kelly E. Miller
President and Chief Executive
Officer

Dated: April 29, 2003

CERTIFICATION

I, Kelly E. Miller, certify that:

1. I have reviewed this annual report on Form 10-K of Miller Exploration
Company (the "registrant");

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its consolidated
subsidiary, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

a) all significant deficiencies in the design or operation of the
internal controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have identified for
the registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

By: /s/ KELLY E. MILLER
-----------------------------
Kelly E. Miller
President and Chief Executive
Officer

Dated: April 29, 2003

CERTIFICATION

I, Deanna L. Cannon, certify that:

1. I have reviewed this annual report on Form 10-K of Miller Exploration
Company (the "registrant");

b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors:

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

By /s/ DEANNA L. CANNON
-----------------------------
Deanna L. Cannon
Chief Financial Officer

Dated: April 29, 2003