UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):
July 28, 2004

RANGE RESOURCES CORPORATION

Registrant’s telephone number, including area code: (817) 870-2601

(Former name or former address, if changed since last report): Not applicable

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Table of Contents

ITEM 12. Results of Operations and Financial Condition

     On July 28, 2004, Range Resources Corporation issued a press release announcing its second quarter results. A copy of this press release is being furnished as an exhibit to this report on Form 8-K.

ITEM 7. Financial Statements and Exhibits

     (c) Exhibits:

          99.1 Press Release dated July 28, 2004

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2004

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EXHIBIT INDEX

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EXHIBIT 99.1

NEWS RELEASE

RANGE EARNINGS RISE 62% ON 15% PRODUCTION INCREASE

FORT WORTH, TEXAS, JULY 28, 2004...RANGE RESOURCES CORPORATION (NYSE: RRC) today reported second quarter results. Revenues and cash flow in the period reached record levels. Revenues totaled $68.7 million, a 27% increase over the prior-year period. Cash flow from operations before changes in working capital, a non-GAAP measure, rose 27% to $43.7 million. Net income to common shareholders increased 62% to $7.5 million, while diluted earnings per share rose 50% to $0.12 per share. The increases were due to rising production and higher prices. Production climbed to 181.7 Mmcfe per day, a 15% year-over-year increase.

Net income in the quarter reflected a $4.3 million non-cash charge related to the impact of the Company’s increasing stock price on shares held in the deferred compensation plan and a $1.0 million non-cash gain on the ineffective portion of commodity hedges. Excluding such items, net income for the quarter would have reached $10.1 million or $0.15 per diluted share. Second quarter 2003 results included non-cash charges which decreased net income by $1.8 million. (See the accompanying table for calculation of these non-GAAP measures.)

Oil and gas revenues totaled $67.6 million, a 22% increase due to higher production volumes and realized prices. Production rose 15% to an average of 181.7 Mmcfe per day, comprised of 125.9 Mmcf of gas and 8,961 barrels of oil and liquids. Wellhead prices after hedging averaged $4.09 per mcfe, a 7% increase. Gas prices increased 4% to $4.05 per mcf, as oil prices increased 17% to $27.11 per barrel. Hedging decreased average prices by $1.41 per mcfe. A substantial portion of the lower price hedge positions put on several years ago will roll off by the end of 2004.

Direct operating expenses rose 9%. However, on a per-unit basis, they decreased 5% to $0.63 per mcfe due to lower workover costs and continued field efficiencies. Production taxes per mcfe rose 32% to $0.29 due to higher prices. Exploration costs increased $1.5 million primarily due to higher dry hole and seismic costs. General and administrative expenses increased due to higher personnel costs along with legal and professional fees primarily associated with implementing Sarbanes-Oxley. On a mcfe basis, general and administrative expenses remained level. Depletion, depreciation and amortization, including accretion expense decreased 8% to $1.36 per mcfe.

During the quarter, two acquisitions were completed for $320 million. In April, a $22.5 million purchase of Permian Basin properties in New Mexico was completed. In late June, the $298 million purchase of the remaining 50% of the Great Lakes joint venture closed. As the Great Lakes acquisition was completed on June 23, only seven days of the operations applicable to the acquired interest were included in the second quarter results. To finance the acquisitions, the Company sold $149 million of common stock and issued an additional $100 million of 7-3/8% senior subordinated notes in June. Additionally, the Company entered into an expanded bank credit facility providing a $500 million borrowing base. At quarter-end, only $320 million was drawn under the facility, leaving $180 million of borrowing capacity. The Great Lakes bank facility was eliminated, and the final $8.9 million of 6% convertible debentures outstanding have been called for redemption.

Second quarter development and exploration expenditures of $40 million funded the drilling of 115 (64.3 net) wells and 5 (3.6 net) recompletions. Six (3.5 net) of the projects proved unproductive. In the first half of 2003, 178 (103.5 net) wells were successfully drilled. By June 30, 110 (66.7 net) of the wells had been placed on production. The remaining wells are in various stages of completion or waiting on pipeline connection. Drilling activity in the third quarter will remain high with 17 rigs currently running.

The integration of the Great Lakes acquisition is well underway. Objectives for the Appalachia division in the second half of the year include increasing shallow development drilling and refracs as well as expanding acreage positions in coal bed methane projects. Also, for the remainder of the year, five wells are planned to test the Trenton Black River formation. Four wells will be drilled in the shallow portion

of the play in the vicinity of the Company’s Harper discovery in New York, and one well will be drilled in northern Pennsylvania in the deeper part of the play. In the Southwest, the Company recently announced an onshore Texas discovery that tested at 4.0 (0.8 net) Mmcfe per day at over 10,000 psi flowing tubing pressure. In the Midcontinent, two wells were recently drilled and logged. The Parsell 5-167 (100% working interest) encountered 16 feet of high quality Morrow pay, and the Galileo #1-20 (50% working interest) encountered 117 feet of pay in six separate zones. In the Gulf of Mexico, the East Cameron 33 (Falcon Prospect) recently spud and is drilling ahead with a total projected depth of 17,500 feet. Range owns a 25% working interest before casing point and a 37.5% working interest after casing point in this high-potential exploratory test.

Commenting, John H. Pinkerton, the Company’s President, noted, “Our strategy of baseline growth through the drillbit supplemented by complementary acquisitions proved successful in the first half of 2004. Looking ahead, the Great Lakes acquisition will have a significant impact. We anticipate record levels of production, cash flow and earnings in both the third and fourth quarters of 2004. With 100% ownership of Great Lakes and the rolling off of a substantial portion of our lower price hedges, 2005 should be Range’s best year ever. Importantly, we are achieving this growth in a cost-effective manner. Over the last three years, we have driven down all-in unit costs by more than 30%. The lower cost structure coupled with our large, multi-year inventory of drilling projects should be important contributors to future growth and profitability.”

The Company will host a conference call on Thursday, July 29 at 1:00 p.m. ET (revised time) to review its results. To participate, please dial 877-207-5526 about 5-10 minutes prior to the start of the call and ask for the Range Resources Second Quarter Conference Call. A simultaneous webcast of the call may be accessed over the Internet at www.rangeresources.com or www.vcall.com. To listen, please go to either website at least 15 minutes prior to the call to register and install any necessary software. The webcast will be archived for replay on the Company’s website for 30 days. A replay of the call will be available through August 5 at 800-642-1687. The conference ID is 8791020.

Non-GAAP Financial Measures:

Earnings for second quarter 2004 include non-cash expenses associated with deferred compensation expense of $4.3 million and retirement of securities of $34,000 along with non-cash gains on ineffective commodity hedging of $1.0 million and amortization of interest rate swaps gains of $320,000. Excluding such items, pretax income would have been $16.1 million, a 63% increase from the prior year. Adjusting for the after-tax effect of these items, the Company’s earnings would have been $10.1 million in 2004 or $0.16 per share ($0.15 per diluted share). If similar items were excluded, second quarter 2003 earnings would have been $6.4 million or $0.12 per share ($0.11 per diluted share). (See reconciliation of non-GAAP earnings in the accompanying table.) The Company believes results excluding these items are more comparable to estimates provided by security analysts and, therefore, are useful in evaluating operational trends of the Company and its performance relative to other oil and gas producing companies.

Cash flow from operations before changes in working capital as defined in this release represents net cash provided by operations before changes in working capital and exploration expense adjusted for certain non-cash compensation items. Cash flow from operations before changes in working capital is widely accepted by the investment community as a financial indicator of an oil and gas company’s ability to generate cash to internally fund exploration and development activities and to service debt. Cash flow from operations before changes in working capital is also useful because it is widely used by professional research analysts in valuing, comparing, rating and providing investment recommendations of companies in the oil and gas exploration and production industry. In turn, many investors use this published research in making investment decisions. Cash flow from operations before changes in working capital is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operations, investing, or financing activities as an indicator of cash flows or as a measure of liquidity. A table is included which reconciles Net cash provided by operations to Cash flow from operations before changes in working capital as used in this release. On its website, the Company provides additional comparative information on prior periods.

RANGE RESOURCES CORPORATION (NYSE: RRC) is an independent oil and gas company operating in the Appalachian, Permian, Midcontinent and Gulf Coast regions of the United States.

Except for historical information, statements made in this release, including those relating to anticipated future production and reserve growth, growth of project inventory, and anticipated record results are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements are based on assumptions and estimates that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are subject to a wide range of business risks and uncertainties and there is no assurance that these goals and projections can or will be met. Any number of factors could cause actual results to differ materially from those in the forward-looking statements, including, but not limited to, the volatility of oil and gas prices, the costs and results of drilling and operations, the timing of production, mechanical and other inherent risks associated with oil and gas production, weather, the availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve estimates, and environmental risks. The Company undertakes no obligation to publicly update or revise any forward-looking statements. Further information on risks and uncertainties is available in the Company’s filings with the Securities and Exchange Commission, which are incorporated by reference.      

2004-25

RANGE RESOURCES CORPORATION

STATEMENTS OF INCOME
 (Unaudited, in thousands, except per share data)

RANGE RESOURCES CORPORATION

OPERATING HIGHLIGHTS

BALANCE SHEETS
(In thousands)

RANGE RESOURCES CORPORATION

CASH FLOWS FROM OPERATIONS
(Unaudited, in thousands)

RECONCILIATION OF CASH FLOWS
(In thousands, except per share data)

ADJUSTED WEIGHTED AVERAGE SHARES OUTSTANDING

RANGE RESOURCES CORPORATION

RECONCILATION OF NET INCOME BEFORE ACCOUNTING CHANGE
AS REPORTED TO NET INCOME BEFORE ACCOUNTING CHANGE
EXCLUDING CERTAIN NON-CASH ITEMS
(In thousands, except per share data)

HEDGING POSITION (a)
As of July 28, 2004

Note: Details as to Company’s hedges are posted on its website and are updated periodically.