UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

RAM Energy Resources, Inc.

(Name of Issuer)

(Title of Class of Securities)

75130P109000

(CUSIP Number)

Roland T. Kelly
11100 Santa Monica Blvd., 12^th Floor
Los Angeles, CA 90025
(310) 914-1373

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 5, 2008

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

 

 

Item 1. Security and Interest

This Schedule 13D Amendment No. 3 amends the Schedule 13D filed by Jefferies & Company, Inc. (“Jefferies”), Jefferies Group, Inc. (“Jefferies Group”), Jefferies High Yield Trading, LLC (“Trading”) and Jefferies High Yield Holdings, LLC (“Holdings” and together with Jefferies, Jefferies Group, and Trading, the “Reporting Persons”) on December 10, 2007, as amended by Amendment No. 1 and Amendment No. 2 and relates to the common stock of RAM Energy Resources, Inc. (the “Issuer”), par value $0.0001 per share (the “Common Stock”), and is being filed on behalf of the Reporting Persons. The address of the principal executive offices of the Issuer is 5100 East Skelly Drive, Suite 650, Tulsa, Oklahoma 74135.

Item 2. Identity and Background

Item 3. Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration

Item 4. Purpose of Transaction

Item 5. Interest in Securities of the Issuer

     (a) Amount and Percentage of Class Beneficially Owned.

     Jefferies has a service agreement with Trading, pursuant to which Trading has granted to Jefferies the power to vote or direct the vote, and to dispose or to direct the disposition of, the shares of Common Stock reported herein and held for the account of Trading, and, accordingly, Jefferies may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Holdings is the sole owner of Trading, and, in such capacity, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the account of Trading. Jefferies Group is the sole owner of Jefferies and a member of Holdings, and, in such capacities, may be deemed to beneficially own the shares of Common Stock reported herein which are held for the accounts of Jefferies and Holdings.

     Amount Beneficially Owned:

     As of the date hereof:

	1.		Jefferies may be deemed to be the beneficial owner of 17,124,998 shares of Common Stock. This number consists of 2,170,945 shares of Common Stock held for its own account, and 14,954,053shares of Common Stock held for the account of Trading.
	2.		Jefferies Group may be deemed to be the beneficial owner of 17,124,998 shares of Common Stock. This number consists of 2,170,945 shares of Common Stock held the account of Jefferies, and 14,954,053 shares of Common Stock held for the account of Trading.
	3.		Trading may be deemed to be the beneficial owner of 14,954,053 shares of Common Stock. This number consists of 14,954,053 shares of Common Stock held for its own account.

4.

Holdings may be deemed to be the beneficial owner of 14,954,053 shares of Common Stock. This number consists of 14,954,053 shares of Common Stock held for the account of Trading.

     Percentage of Class:

     The calculations set forth in this Item 4(b) are based on 78,568,372 shares of Common Stock outstanding. This number was received from the Issuer’s Form 10-Q filed on November 5, 2008.

	1.		Jefferies may be deemed to be the beneficial owner of approximately 21.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
	2.		Jefferies Group may be deemed to be the beneficial owner of approximately 21.8% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
	3.		Trading may be deemed to be the beneficial owner of approximately 19% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
	4.		Holdings may be deemed to be the beneficial owner of approximately 19% of the total number of shares of Common Stock outstanding, calculated in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.

     (b) Number of shares as to which such person has:

	1.		Jefferies
			Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 17,124,998 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 17,124,998
	2.		Jefferies Group
			Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 17,124,998 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 17,124,998
	3.		Trading
			Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 14,954,053 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 14,954,053

	4.		Holdings
			Sole power to vote or to direct the vote: 0 Shared power to vote or to direct the vote: 14,954,053 Sole power to dispose or to direct the disposition of: 0 Shared power to dispose or to direct the disposition of: 14,954,053

     The filing of this amendment shall not be construed as an admission that Jefferies, Trading, Holdings, or Jefferies Group is, for purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any shares not held directly for the account of each such Reporting Person covered by this Schedule 13D.

     (c) Recent Transactions

     On December 1, 2008, Trading and Jefferies purchased in the open market 23,926 and 3,474shares, respectively, of Common Stock. The weighted average purchase price per share was $0.8948.

     On December 2, 2008, Trading and Jefferies purchased in the open market 310,346 and 45,054 shares, respectively, of Common Stock. The weighted average purchase price per share was $0.8857.

     On December 3, 2008, Trading and Jefferies purchased in the open market 50,088 and 7,272 shares, respectively, of Common Stock. The weighted average purchase price per share was $0.8981.

     On December 4, 2008, Trading and Jefferies purchased in the open market 281,617 and 40,833 shares, respectively, of Common Stock. The weighted average purchase price per share was $0.8739.

     On December 5, 2008, Trading and Jefferies purchased in the open market 35,333 and 5,130 shares, respectively, of Common Stock. The weighted average purchase price per share was $0.7459.

     On December 9, 2008, Trading and Jefferies purchased in the open market 36,610 and 5,315 shares, respectively, of Common Stock. The weighted average purchase price per share was $0.73.

     (d) Not Applicable.

     (e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits

Page 9 of 9 Pages

SIGNATURES

     After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct.