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                                                  Filed Pursuant to Rule 424 (c)
                                                       Registration No. 33-64303

                           PROSPECTUS SUPPLEMENT NO. 3
                               Dated July 2, 1996
                      To Prospectus Dated November 27, 1995
                               As Supplemented By
               Prospectus Supplement No. 2 Dated April 1, 1996 and
               Prospectus Supplement No. 1 Dated December 5, 1995

                    Related to 576,941 Shares of Common Stock

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES 
       AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE 
           ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE 
               PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
                           IS A CRIMINAL OFFENSE.


         On April 17, 1996 Lomak Petroleum, Inc. (the "Company") exercised the
conversion rights provided for under the terms of Section 6 of the Certificate
of Designation pursuant to which the Company's 7 1/2% Cumulative Convertible
Exchangeable Preferred Stock Series A, $1.00 par value per share, was issued.
The Company is converting each share of said Series A Preferred Stock into
2.9412 fully paid and non-assessable shares of the Company's Common Stock, par
value $.01 per share. A total of 87,400 shares of Series A Preferred Stock was
converted into 257,055 shares of Common Stock.

         On May 6, 1996 the Company exercised the conversion rights provided for
under the terms of Section 6 of the Certificate of Designation pursuant to which
the Company's 7 1/2% Cumulative Convertible Exchangeable Preferred Stock Series
B, $1.00 par value per share, was issued. The Company is converting each share
of said Series B Preferred Stock into 2.8409 fully paid and non-assessable
shares of the Company's Common Stock, par value $.01 per share. A total of
112,600 shares of Series B Preferred Stock was converted into 319,886 shares of
Common Stock.