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):
October 27, 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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Table of Contents

ITEM 2.02 Results of Operations and Financial Condition.

     On October 27, 2004, Range Resources Corporation issued a press release announcing its third quarter results. A copy of this press release is being furnished as an exhibit to this report on Form 8-K.

ITEM 9.01 Financial Statements and Exhibits

     (c) Exhibits:

2

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.

3

EXHIBIT INDEX

4

EXHIBIT 99.1

NEWS RELEASE

RANGE CASH FLOW JUMPS 58% ON HIGHER PRODUCTION

FORT WORTH, TEXAS, OCTOBER 27, 2004...RANGE RESOURCES CORPORATION (NYSE: RRC) today reported third quarter results. Revenues and cash flow in the period reached record levels. Oil and gas revenues totaled $85.6 million, a 54% increase due to higher production volumes and realized prices. Cash flow from operations before changes in working capital, a non-GAAP measure, rose 58% to $56.5 million. Net income to common shareholders totaled $12.1 million, while diluted earnings per share were $0.17. A 32% increase in production, due to the Great Lakes acquisition and continued drilling success, coupled with a 17% rise in prices drove the results.

In the third quarter of 2003, a one-time $18.6 million gain on debt retirement was recorded. Excluding this gain and certain other non-cash items, third quarter 2004 earnings would have been $15.8 million ($0.21 per diluted share), and the third quarter 2003 earnings would have been $6.2 million ($0.10 per diluted share). Net income and diluted earnings per share for the quarter increased 157% and 110%, respectively, after adjusting for these items. (See the accompanying table for calculation of these non-GAAP measures.)

Oil and gas revenues totaled $85.6 million, a 54% increase due to higher production volumes and realized prices. Production of 209.6 Mmcfe per day was comprised of 149.0 Mmcf of gas and 10,099 barrels of oil and liquids. Wellhead prices after hedging averaged $4.44 per mcfe, a 17% increase. Gas prices increased 18% to $4.49 per mcf, as oil prices increased 21% to $28.79 per barrel. Hedging decreased average prices by $1.26 per mcfe. A material portion of the lower price hedges put on several years ago will roll off by year-end 2004.

For the quarter, direct operating expenses on a per-unit basis were $0.66 per mcfe versus $0.55 for the prior-year period. On a full-year basis, 2004 direct operating expense per unit is anticipated to be level with 2003 despite rising service costs. Third quarter production taxes per mcfe rose to $0.28 due to higher prices. Exploration costs increased $1.0 million primarily due to higher dry hole costs. General and administrative expenses increased $706,000 due to the acquisition of Great Lakes along with costs associated with implementing Sarbanes-Oxley. On a unit basis, general and administrative expense decreased 13% to $0.28 per mcfe. Depletion, depreciation and amortization, including accretion expense decreased 9% to $1.36 per mcfe reflecting favorable recent finding and development costs.

Third quarter development and exploration expenditures of $53 million funded the drilling of 130 (113.0 net) wells and 24 (18.6 net) recompletions, all but 3 (2.5 net) of which proved productive. In the first nine months of the year, 305 (214.1 net) wells were successfully drilled. By quarter-end, 224 (164.3 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 fourth quarter remains high with 23 rigs currently running. For the remainder of the year, the Appalachia division plans to continue to pursue its shallow and deeper drilling programs, as well as a refrac program, a coalbed methane project and a shale play. The first five wells in the coalbed methane program were recently put online, producing more gas and less water than initially expected. In the fourth quarter, five wells are planned to test the shallow portion of the Trenton Black River play in north central New York. In the Southwest, a previously announced onshore Texas discovery that tested at 4.0 (0.8 net) Mmcfe per day at over 10,000 psi flowing tubing pressure is expected to be online by year-end pending pipeline and facility completion. Plans are to drill an additional well prior to year-end. At the West Fuhrman-Mascho Unit in Andrews County, Texas, 39 infill wells have been drilled year-to-date and nine refracs have been undertaken increasing production by three-fold since January to 13.4 Mmcfe per day. In the Texas Panhandle, the Midcontinent division has successfully tested two new horizons on existing acreage. A Hunton discovery was recently tested at 2.7 (1.8 net) Mmcfe per day.

5

This well, which has three additional zones behind pipe, is expected to begin sales shortly. Additional offsets are planned. In addition, the division drilled a second quarter discovery well to the Brown Dolomite at roughly 3,600 feet. This well, along with two recently drilled offsets, are currently producing 4.2 (2.3 net) Mmcfe per day. Finally, the division recently completed two leasehold transactions, adding 76,000 gross acres on which Range’s technical team has already identified more than 65 drilling opportunities. In the Gulf of Mexico, production from the High Island-119 A-1 has been increased to 30 (2.6 net) Mmcfe per day. The first offset, the A-2, recently reached total depth, was successfully logged, and is expected to be online in the fourth quarter. A third well, the A-3 will spud shortly. The Falcon Prospect in East Cameron 33 (25% WI) just recently reached total depth. Current information suggests the primary objective may be wet. However, the operator is conducting further tests in the primary objective as well as in uphole zones. The Company does not expect a final determination on this well until the fourth quarter. Another offshore test, the Secretariat Prospect (33% WI) is drilling ahead toward its primary objective at 12,400 feet. The Smith #2, an offset to the Smith #1 onshore discovery in Orange County, Texas, encountered a combined 70 feet of net gas pay in two Yegua intervals. The well, in which Range owns a 67.5% working interest, is expected to be online by mid-November. The Smith #1, the discovery well, continues to produce at 9.3 (4.6 net) Mmcfe per day from the lower 28 feet of a 55 foot net gas zone.

Commenting, John H. Pinkerton, the Company’s President, noted, “The benefits of the Great Lakes acquisition and our drilling results were evident in our third quarter results. Production increased 32% to the top end of our guidance, despite weather and pipeline issues. Cash flow rose 58% and debt was reduced $22 million. Importantly, we are achieving this growth in a cost-effective manner. Over the last three years, we have driven down total unit costs by more than 30%. The lower cost structure and the impact of our lower price hedges rolling off, coupled with our large, multi-year inventory of drilling projects will be important contributors to future growth and profitability.”

The Company will host a conference call on Thursday, October 28 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 Third 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 November 4 at 800-642-1687. The conference ID is 1704920.

Non-GAAP Financial Measures:

Earnings for third quarter 2004 include non-cash expenses associated with deferred compensation expense of $4.8 million, valuation of a insurance claim receivable of $800,000, and loss on ineffective commodity hedging of $507,000 along with a gain on sale of properties of $1.7 million. Excluding such items, pretax income would have been $24.8 million, 162% greater than the prior year. Adjusting for the after-tax effect of these items, the Company’s earnings would have been $15.8 million in 2004 or $0.22 per share ($0.21 per diluted share). If similar items were excluded, third quarter 2003 earnings would have been $6.2 million or $0.11 per share ($0.10 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

6

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 Southwest, Appalachian 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 future profitability 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.

2004-31

7

RANGE RESOURCES CORPORATION

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

8

RANGE RESOURCES CORPORATION

OPERATING HIGHLIGHTS

BALANCE SHEETS
(In thousands)

9

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

10

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 October 27, 2004

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

11