RAME Ram Energy Resources, Inc. (MM)

CUSIP No. 75130P109 13G Page 2 of 6 Pages


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 1 NAME OF REPORTING PERSON

 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

 Cumberland Associates LLC

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 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) [ ]

 (b) [X]
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 3 SEC USE ONLY
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 4 CITIZENSHIP OR PLACE OF ORGANIZATION

 New York
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 5 SOLE VOTING POWER

 1,953,447
 ------ ----------------------------------------------------
 6 SHARED VOTING POWER
 BENEFICIALLY
 NUMBER OF 377,193
 SHARES
 OWNED BY ------ ----------------------------------------------------
 EACH 7 SOLE DISPOSITIVE POWER
 REPORTING
 PERSON 1,953,447
 WITH
 ------ ----------------------------------------------------
 8 SHARED DISPOSITIVE POWER

 377,193
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 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,330,640
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 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 [ ]

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 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 5.7%
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 12 TYPE OF REPORTING PERSON*

 OO, IA
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 *SEE INSTRUCTION BEFORE FILLING OUT

CUSIP No. 75130P109 13G Page 3 of 6 Pages


ITEM 1(A) NAME OF ISSUER:

 RAM Energy Resources, Inc. (the "Issuer")

ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 5100 East Skelly Drive, Suite 650
 Tulsa, Oklahoma 74135

ITEM 2(A) NAME OF PERSON FILING:

 This statement is being filed by Cumberland Associates LLC.
 Cumberland Associates LLC is a limited liability company
 organized under the laws of the State of New York, and is engaged
 in the business of managing, on a discretionary basis, seven
 securities accounts (the "Accounts"), the principal one of which
 is Cumberland Partners. Gary G. Tynes, Bruce G. Wilcox, Andrew M.
 Wallach, Barry A. Konig, Steven D. Morrow, Bradley H. Gendell and
 Brian L. Frank are the members (the "Members") of Cumberland
 Associates LLC.

ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

 The address of the principal business and office of Cumberland
 Associates LLC and each of the Members is 1114 Avenue of the
 Americas, New York, New York 10036.

ITEM 2(C) CITIZENSHIP:

 Cumberland Associates LLC is a New York limited liability
 company. Each of the Members is a citizen of the United States.

ITEM 2(D) TITLE OF CLASS OF SECURITIES:

 Common Stock (the "Shares")

ITEM 2(E) CUSIP NUMBER:

 75130P109

ITEM 3 Not Applicable

CUSIP No. 75130P109 13G Page 4 of 6 Pages



ITEM 4. OWNERSHIP:

ITEM 4(a) AMOUNT BENEFICIALLY OWNED:

 As of January 29, 2008, Cumberland Associates LLC may be deemed
 the beneficial owner of 2,330,640 Shares.

ITEM 4(b) PERCENT OF CLASS:

 The number of Shares of which Cumberland Associates LLC may be
 deemed to be the beneficial owner constitutes 5.7% of the total
 number of Shares outstanding, based upon a total of 41,221,017
 Shares outstanding as of November 13, 2007, as reported in the
 Company's Quarterly Report on Form 10-Q for the fiscal quarter
 ended September 30, 2007.

ITEM 4(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:

 (i) Sole power to vote or to direct the vote:

 1,953,447

 (ii) Shared power to vote or to direct the vote:

 377,193

 (iii) Sole power to dispose or to direct the disposition of:

 1,953,447

 (iv) Shared power to dispose or to direct the disposition of:

 377,193

ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 If this statement is being filed to report the fact that as of
 the date hereof the reporting person has ceased to be the
 beneficial owner of more than five percent of the class of
 securities, check the following. [ ]

CUSIP No. 75130P109 13G Page 5 of 6 Pages



ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 The beneficial owners of the Accounts have the right to
 participate in the receipt of dividends from, or proceeds from
 the sale of, the Shares held for each Account in accordance with
 their ownership interests in each such Account.

ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
 ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
 COMPANY:

 Not Applicable

ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 Not Applicable.

ITEM 9 NOTICE OF DISSOLUTION OF GROUP:

 Not Applicable

ITEM 10 CERTIFICATION:

 By signing below the signatory certifies that, to the best of his
 knowledge and belief, the securities referred to above were not
 acquired and are not held for the purpose of or with the effect
 of changing or influencing the control of the Issuer of the
 securities and were not acquired and are not held in connection
 with or as a participant in any transaction having that purpose
 or effect.

CUSIP No. 75130P109 13G Page 6 of 6 Pages


 SIGNATURE

 After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: February 7, 2008


 CUMBERLAND ASSOCIATES LLC


 By: /s/ Gary G. Tynes
 -----------------------------------------
 Name: Gary G. Tynes
 Title: Managing Member/Chief Operating
 Officer/Chief Financial Officer