UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

(Mark one)

þ      Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year-ended December 31, 2004
or

o      Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

           For the transition period from__________ to __________

Commission file number 0-9592

RANGE RESOURCES CORPORATION

Registrant’s Telephone Number, Including Area Code
(817) 870-2601

Securities to be requested pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ  Noo

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

Yes þ  Noo

     The aggregate market value of the voting and non-voting common equity held by non-affiliates (excluding voting shares held by officers and directors) as of June 30, 2004 was $988,759,000.

     As of February 26, 2005, there were 81,435,533 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

     Portions of the registrant’s Proxy Statement to be furnished to stockholders in connection with its 2005 Annual Meeting of Stockholders are incorporated by reference in Part III of this Form 10-K.

RANGE RESOURCES CORPORATION

Annual Report on Form 10-K
Year Ended December 31, 2004

     Unless the context otherwise indicates, all references in this report to “Range,” “we” “us” or “our” are to Range Resources Corporation and its subsidiaries. Unless otherwise noted, all information in the report relating to oil and gas reserves and the estimated future net cash flows attributable to those reserves are based on estimates and are net to our interest. If you are not familiar with the oil and gas terms used in this report, please refer to the explanation of such terms under the caption “Glossary” at the end of Item 7 of this report.

Table of Contents

PART I

ITEM 1. BUSINESS

General

     We are engaged in the exploration, development and acquisition of oil and gas properties, primarily in the Southwestern, Appalachian and Gulf Coast regions of the United States. We seek to increase reserves and production through internally generated drilling projects coupled with complementary acquisitions. Previously, we held our Appalachian assets through a 50% owned joint venture, Great Lakes Energy Partners L.L.C. or Great Lakes. On June 23, 2004, we purchased the 50% of Great Lakes that we did not own. In December 2004, we also purchased additional Appalachian properties through the purchase of PMOG Holdings, Inc, a private company, or Pine Mountain.

     At year-end 2004, our proved reserves had the following characteristics:

	•	1.18 Tcfe of proved reserves
	•	81% natural gas;
	•	64% proved developed;
	•	77% operated; a reserve life of 14.9 years (based on fourth quarter 2004 production); and
	•	a pre-tax present value of $2.4 billion.

     At year-end 2004, we owned 2,428,000 gross (1,890,000 net) acres of leasehold plus over 400,000 royalty acres. We have built a multi-year inventory of drilling projects which includes over 5,000 identified drilling locations.

History

     Range was incorporated in early 1980 under the name Lomak Petroleum, Inc. and later that year, we completed an initial public offering and began trading on the NASDAQ. In 1996, our common stock was listed on the New York Stock Exchange. In 1998, we changed our name to Range Resources Corporation. In 1999, we implemented a strategy of internally generated drillbit growth coupled with complementary acquisitions. Our objective is to build stockholder value through consistent growth in reserves and production on a cost efficient basis. During the past three years, we have increased our proved reserves 129%, while production has increased 31% during that same time period.

Business Strategy

     Our strategy is to build stockholder value through consistent growth in reserves and production on a cost-efficient basis. In implementing our strategy, we employ the following principal elements:

•

Concentrate in Core Operating Areas. We currently operate in three regions; the Southwest (which includes the Permian Basin of West Texas, the East Texas Basin, the Texas Panhandle and Anadarko Basin of Western Oklahoma), Appalachia and Gulf Coast. Concentrating our drilling efforts in core areas allows us to develop the regional expertise needed to interpret specific geological trends and develop economies of scale. Operating in these different core areas allows us to blend the production characteristics of each area to balance our portfolio. We believe our geographic focus supports our overall goal to maintain a long-lived reserve base and achieve consistently favorable financial results.

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	•	Maintain Multi-Year Drilling Inventory. We use our technical expertise to build and maintain a multi-year drilling inventory. This drilling inventory serves as the catalyst to grow our reserves and production consistently from year to year. Currently, we have over 5,000 identified drilling locations in inventory. In 2004, we drilled 476 gross (397 net) wells. In 2005, our capital program targets the drilling of 787 gross (586 net) wells.
	•	Make Complementary Acquisitions. We target complementary acquisitions in existing core areas. One of our initiatives includes identifying acquisition candidates where our existing scientific knowledge is transferable and drilling results are repeatable. Over the past three years, we have completed $670.0 million of complementary acquisitions. These acquisitions have been located in the Southwest and Appalachia regions.
	•	Manage Our Risk Exposure. Because certain of our exploration projects may involve high dry hole costs, we often bring in industry partners in order to reduce financial exposure. We generally plan to limit our exploratory expenditures to no more than 20% of the total capital budget per year. We also invest in new seismic data and technology each year. By equipping our geologists and geophysicists with state-of-the-art seismic technology, we hope to multiply the number of higher potential prospects we drill without substantially adding to dry hole risk.
	•	Maintain Flexibility. Given the volatility of commodity prices and the risks involved in drilling, we remain flexible and may adjust our capital budget throughout the year. We may defer capital projects in order to seize an attractive acquisition opportunity. If certain areas generate higher than anticipated returns, we may accelerate drilling in those areas and decrease capital expenditures elsewhere. We also believe in maintaining a strong balance sheet and using commodity hedging. This allows us to take advantage of opportunities in cyclical price environments as well as providing more consistent financial results.

Significant accomplishments in 2004

	•	72% reserve growth and 24% production growth - The most visible confirmation of the successful execution of our business strategy lies in these statistics. Growth in reserves and production on a cost-efficient basis in 2004 was accomplished through a combination of drilling success and complementary acquisitions. Annual growth of this magnitude is likely not repeatable on a consistent year-to-year basis; however, our 2004 reserve growth and cost performance signal successful execution of our business strategy.
	•	Positive financial results – This year produced five-year highs in revenue, pre-tax income, stockholders’ equity and net cash provided by operating activities. Debt leverage, as measured by our book debt to total capital ratio, declined from year-end 2003 to year-end 2004 even though we experienced significant growth in our oil and gas reserves and capital spending. These results speak to the elements of our strategy regarding maintaining flexibility and managing our risk exposure.
	•	Favorable drilling results — We drilled 476 gross (397 net) wells in 2004, a significant increase from the 358 gross (200.3 net) wells drilled in 2003. Given that a large multi-year drilling inventory is an element of our business strategy, it is important that we demonstrate that we have the capability to successfully drill a large number of wells each year that successfully produce oil and gas. Despite higher drilling costs and a competitive market for drilling equipment and services, our drilling results were very successful as our extensions and discoveries added 155.9 Bcfe to our reserves in 2004.
	•	Complementary acquisitions completed – Growth through successful complementary acquisitions is a core element of our business strategy. Two material acquisitions, the Great Lakes transaction and the Pine Mountain acquisition, significantly expanded our operations in the Appalachian Basin. Like the 2003 Conger field acquisition in the Permian Basin, these transactions demonstrate the application by experienced technical staff professionals of their local knowledge and expertise to core area opportunities where Range has lengthy operating experience and significant economies of scale.
	•	Balance sheet simplified – We have endeavored over the past several years to simplify the balance sheet making it easier for investors to understand. We have lowered our financing costs through retiring older higher cost debt, expanding our senior credit facility and making greater use of senior subordinated notes. In 2004, we retired our 6% convertible notes. In addition, we converted to common stock our 5.9% convertible preferred stock. Our capital structure now consists of bank debt, senior subordinated notes and common equity.
	•	Drilling inventory expanded, coalbed methane and shale plays added – In 2004, our portfolio of drilling opportunities was expanded to over 5,000 identified drilling locations. We also added geologic diversity through expansion of our coalbed methane projects and the initiation of two shale gas plays. The Pine Mountain acquisition in particular exponentially increases our existing and future drilling opportunities in coalbed methane. While still in the early stages of technological evaluation, shale gas, like coalbed methane, adds depth to our long-term prospects and drilling inventory.

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Plans for 2005

     We have announced a $254.0 million capital budget for 2005, excluding acquisitions. The budget includes $212.2 million to drill 787 gross (586 net) wells and to undertake 75 gross (53 net) recompletions. Approximately 46% of the budget is attributable to the Appalachian region, with 43% allocated to the Southwestern region and 11% to the Gulf Coast. Also included is $29.6 million for land and seismic and $12.1 million for the expansion and enhancement of gathering systems and facilities.

Acquisitions

     On December 10, 2004, we acquired additional Appalachia oil and gas properties with the purchase of Pine Mountain. The cash purchase price was $222.1 million. Approximately one half of the transaction is attributable to royalty interests. We estimate that the proved reserves assigned to the properties purchased were 205 Bcfe, 99% natural gas and only 40% developed with more than 80% of the reserves coalbed methane. The properties acquired include 417,000 acres located primarily in Virginia and West Virginia. On 373,000 mineral acres, the interest includes a royalty and a working interest. Of the 1,872 producing wells acquired, we own a royalty interest in 1,317 wells, a royalty and working interest in 516 wells and a working interest in 39 wells.

     In June 2004, we purchased the 50% of Great Lakes Energy Partners L.L.C., or Great Lakes, that we did not previously own. The cash purchase price was $228.9 million. As a result of the Great Lakes acquisition, we increased our estimated proved reserves by 255 Bcfe. These reserves are 87% natural gas, 92% operated and have a 20-year reserve life index.

Marketing and Customers

     We market nearly all of our oil and gas production from the properties we operate for both our account and the account of the other working interest owners in these properties. Gas sales are made pursuant to various contractual arrangements, including month-to-month and one to five-year contracts. Pricing on month-to-month and short term contracts is largely New York Mercantile Exchange, or NYMEX, related. For one to five-year contracts, gas is sold based on NYMEX pricing, published regional index pricing or percentage of proceeds sales based on indexes. Less than 600 mcf per day is sold under long term fixed prices. Most contracts contain provisions for price adjustment, termination and other terms customary in the industry. Gas is sold to utilities, marketing companies and industrial users. Oil is sold under contracts ranging in terms from month-to-month or up to as long as one year. The price for oil is generally equal to a posted price set by major purchasers in the area. Oil and gas purchasers are selected on the basis of price, credit quality and service. For a list of purchasers of our oil and gas production that accounted for 10% or more of consolidated revenue, see the information set forth in the notes to our consolidated financial statements under the caption “Major Customers” in Note 15. Because alternative purchasers of oil and gas are readily available, we believe that the loss of any of these purchasers would not have a material adverse effect on us.

     We enter into hedging transactions with unaffiliated third parties for portions of our production to achieve more predictable cash flows and to reduce our exposure to short-term fluctuations in oil and gas prices. For a more detailed discussion, please see the information set forth in Item 7 of this report “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. Proximity to local markets, availability of competitive fuels and overall supply and demand are factors affecting the prices for which production can be sold. Factors outside of our control, such as international political developments, overall energy supply and demand, weather conditions, economic growth rates and other factors in the United States and elsewhere have had, and will continue to have, a significant effect on energy prices.

     We incur gathering and transportation expenses to move our natural gas from the wellhead to purchaser-specified delivery point. These expenses vary based on volume and distance shipped, and the fee charged by the third party transporters. In the Southwest and Gulf Coast regions, our natural gas and oil are transported primarily through third party gathering systems and pipelines. Transportation space on these gathering systems and pipelines is occasionally limited. In Appalachia, we own approximately 4,800 miles of gas gathering pipelines which transport a majority of our Appalachia gas production as well as third party gas to transmission lines and directly to end-users. See “Risk Factors – Our business depends on oil and natural gas transportation facilities, some of which are owned by others,” in this Item 1.

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Production, Revenues and Price History

     The following table sets forth information regarding oil and gas production, revenues and direct operating expenses for the last three years.

Competition

     We encounter substantial competition in acquiring oil and gas properties, securing and retaining personnel, conducting drilling and field operations, and marketing production. Competitors in exploration, development, acquisitions and production include the major oil companies as well as numerous independent oil companies, individual proprietors and others. Although our sizable acreage position and core area concentration provide some competitive advantages, many competitors have financial and other resources substantially exceeding ours. Therefore, competitors may be able to pay more for desirable leases and to evaluate, bid for and purchase a greater number of properties or prospects than the financial or personnel resources of Range allow. Our ability to replace and expand our reserve base depends on our ability to attract and retain quality personnel, and identify and acquire suitable producing properties and prospects for future drilling.

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Governmental Regulation

     Our operations are substantially affected by federal, state and local laws and regulations. In particular, oil and gas production and related operations are, or have been, subject to price controls, taxes and numerous other laws and regulations. Failure to comply with such laws and regulations can result in substantial penalties. The regulatory burden on the industry increases the cost of doing business and affects profitability. Although we believe we are in substantial compliance with all applicable laws and regulations, such laws and regulations are frequently amended or reinterpreted. Therefore, we are unable to predict the future cost or impact of compliance.

Environmental Matters

     Our operations are subject to stringent federal, state and local laws governing the discharge of materials into the environment or otherwise relating to environmental protection. Numerous governmental departments such as the Environmental Protection Agency (or the “EPA”) issue regulations to implement and enforce such laws, which are often difficult and costly to comply with and which carry substantial civil and criminal penalties for failure to comply. These laws and regulations may require the acquisition of a permit before drilling commences, restrict the types, quantities and concentrations of various substances that can be released into the environment in connection with drilling, production and transporting through pipelines, limit or prohibit drilling activities on certain lands lying within wilderness, wetlands, frontier and other protected areas, require some form of remedial action to prevent pollution from former operations such as plugging abandoned wells, and impose substantial liabilities for pollution resulting from operations. In addition, these laws, rules and regulations may restrict the rate of production. The regulatory burden on the oil and gas industry increases the cost of doing business, affecting growth and profitability. Changes in environmental laws and regulations occur frequently, and changes that result in more stringent and costly waste handling, disposal or clean-up requirements could adversely affect our operations and financial position, as well as the industry in general. We believe we are in substantial compliance with current applicable environmental laws and regulations. Although we have not experienced any material adverse effect from compliance with environmental requirements, there is no assurance that this will continue. We did not have any material capital expenditures in connection with environmental remediation matters in 2004, nor do we anticipate that such expenditures will be material in 2005.

     The Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, known as the “Superfund” law, imposes liability, without regard to fault or the legality of the original conduct, on certain classes of persons who are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include owners or operators of the disposal site or sites where the release occurred and companies that disposed of or arranged for the disposal of the hazardous substances at the site where the release occurred. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. Furthermore, although petroleum, including crude oil and natural gas, is exempt from CERCLA, at least two courts have ruled that certain wastes associated with the production of crude oil may be classified as “hazardous substances” under CERCLA and that such wastes may become subject to liability and regulation under CERCLA. State initiatives to further regulate the disposal of oil and gas wastes are pending in certain states and these initiatives could have a significant impact on us. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damages allegedly caused by the release of hazardous substances or other pollutants into the environmental statutes, common law or both.

     The Federal Water Pollution Control Act, or FWPCA, imposes restrictions and strict controls regarding the discharge of produced waters and other oil and gas wastes into waters of the United States. Permits must be obtained to discharge pollutants into state and federal waters. The FWPCA and analogous state laws provide for civil, criminal and administrative penalties for any unauthorized discharges of oil and other hazardous substances in reportable quantities and may impose substantial potential liability for the costs of removal, remediation and damages. State water discharge regulations and the federal National Pollutant Discharge Elimination System general permits applicable to the oil and gas industry generally prohibit the discharge of produced water, sand and some other substances into coastal waters. The cost to comply with zero discharges mandated under federal and state law has not had a material adverse impact on our financial condition and results of operations. Some oil and gas exploration and production facilities are required to obtain permits for their storm water discharges. Costs may be incurred in connection with treatment of wastewater or developing storm water pollution prevention plans.

     The Resource Conservation and Recovery Act, or RCRA, as amended, generally does not regulate most wastes generated by the exploration and production of oil and gas. RCRA specifically excludes from the definition of hazardous waste “drilling fluids, produced waters, and other wastes associated with the exploration, development, or production of crude oil, natural gas or geothermal energy.” However, these wastes may be regulated by the EPA or state agencies as solid waste. Moreover, ordinary industrial wastes, such as paint wastes, waste solvents, laboratory wastes and waste compressor oils, can be regulated as hazardous wastes. Although the costs of managing solid hazardous waste may be significant, we do not expect to experience more burdensome costs than similarly situated companies.

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     The U.S. Oil Pollution Act, or OPA, requires owners and operators of facilities that could be the source of an oil spill into “waters of the United States” (a term defined to include rivers, creeks, wetlands and coastal waters) to adopt and implement plans and procedures to prevent any spill of oil into any waters of the United States. OPA also requires affected facility owners and operators to demonstrate that they have at least $35 million in financial resources to pay for the costs of cleaning up an oil spill and compensating any parties damaged by an oil spill. Substantial civil and criminal fines and penalties can be imposed for violations of OPA and other environmental statues.

     Stricter standards in environmental legislation may be imposed on the oil and gas industry in the future. For instance, legislation has been proposed in Congress from time to time that would alter the RCRA exemption by reclassifying certain oil and gas exploration and production wastes as “hazardous wastes” and make the waste subject to more stringent handling, disposal and clean-up restrictions. If such legislation were enacted, it could have a significant impact on our operating costs, as well as the industry in general. Compliance with environmental requirements generally could have a material adverse effect on our capital expenditures, earnings or competitive position. Although we have not experienced any material adverse effect from compliance with environmental requirements, no assurance may be given that this will continue.

Risk Factors and Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

     Certain information included in this report, other materials filed or to be filed with the Securities and Exchange Commission (or the “SEC”), as well as information included in oral statements or other written statements made or to be made by us contain or incorporate by reference certain statements (other than statements of historical fact) that constitute 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. When used herein, the words “budget,” “budgeted,” “assumes,” “should,” “goal,” “anticipates,” “expects,” “believes,” “seeks,” “plans,” “estimates,” “intends,” “projects” or “targets” and similar expressions that convey the uncertainty of future events or outcomes are intended to identify forward-looking statements. Where any forward-looking statement includes a statement of the assumptions or bases underlying such forward-looking statement, we caution that while we believe these assumptions or bases to be reasonable and to be made in good faith, assumed facts or bases almost always vary from actual results and the difference between assumed facts or bases and the actual results could be material, depending on the circumstances. It is important to note that our actual results could differ materially from those projected by such forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable and such forward-looking statements are based upon the best data available at the date this report is filed with the SEC, we cannot assure you that such expectations will prove correct. Factors that could cause our results to differ materially from the results discussed in such forward-looking statements include, but are not limited to, the following: production variance from expectations, volatility of oil and gas prices, hedging results, the need to develop and replace reserves, the substantial capital expenditures required to fund operations, exploration risks, environmental risks, uncertainties about estimates of reserves, competition, litigation, government regulation, political risks, our ability to implement our business strategy, costs and results of drilling new projects, mechanical and other inherent risks associated with oil and gas production, weather, availability of drilling equipment and changes in interest rates. All such forward-looking statements in this document are expressly qualified in their entirety by the cautionary statements in this paragraph, and we undertake no obligation to publicly update or revise any forward-looking statements.

     With the previous paragraph in mind, you should consider the following important factors that could cause actual results to differ materially from those expressed in any forward-looking statement made by us or on our behalf:

Risk Factors

Volatility of oil and natural gas prices significantly affects our cash flow and capital resources and could hamper our ability to produce oil and gas economically

     Oil and natural gas prices are volatile, and an extended decline in prices would adversely affect our profitability and financial condition.The oil and natural gas industry is typically cyclical, and prices for oil and natural gas can be highly volatile. Historically, the industry has experienced severe downturns characterized by oversupply and/or weak demand. For example, in 1998 and early 1999, oil and natural gas prices declined, which contributed to the substantial losses we reported in those years. By early 2001, oil and natural gas prices reached levels above historical norms. Prices declined in the second half of 2001 but have risen steadily since mid-2002. Recent oil and natural gas prices are at historic highs, with oil prices recently reaching $56 per barrel and natural gas prices reaching $10 per mcf in some markets. These record oil and natural gas prices have contributed to our positive earnings over the last 18-24 months. However, long-term supply and demand for oil and natural gas is uncertain and subject to a myriad of factors including technology, geopolitics, weather patterns and economics.

     Many factors affect oil and natural gas prices including general economic conditions, consumer preferences, discretionary spending levels, interest rates and the availability of capital to the industry. Decreases in oil and natural gas prices from current levels could adversely affect our revenues, net income, cash flow and proved reserves. Significant and prolonged price decreases could have

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a material adverse effect on our operations and limit our ability to fund capital expenditures. Without the ability to fund capital expenditures, we may be unable to replace production.

Hedging transactions may limit our potential gains and involve other risks

     To manage our exposure to price risk, we enter into hedging arrangements from time to time with respect to a portion of our future production. The goal of these hedges is to lock in prices so as to limit volatility and increase the predictability of cash flow. These transactions limit our potential gains if oil and natural gas prices rise above the price established by the hedge. For example, at December 31, 2004, we were party to hedging arrangements covering 19.7 Bcf and 0.6 million barrels of oil and 0.2 million barrels of NGLs. We also had collars covering 37.8 Bcf of gas and 2.8 million barrels of oil. The hedges’ fair value was a pre-tax loss of $71.9 million. If oil and natural gas prices continue to rise, we could be subject to margin calls.

     In addition, hedging transactions may expose us to the risk of financial loss in certain circumstances, including instances in which:

	•	our production is less than expected;
	•	the counterparties to our futures contracts fail to perform under the contracts; or
	•	a sudden, unexpected event materially impacts oil or natural gas prices or the relationship between the hedged price index and the oil and gas sales price.

Information concerning our reserves and future net reserve estimates is uncertain

     There are numerous uncertainties inherent in estimating quantities of proved oil and natural gas reserves and their values, including many factors beyond our control. Estimates of proved undeveloped reserves, which comprise a significant portion of our reserves, are by their nature uncertain. Although we believe these estimates are reasonable, actual production, revenues and costs to develop expenditures will likely vary from estimates, and these variances could be material.

     The accuracy of any reserve estimate is a function of the quality of available data, engineering and geological interpretation, judgment, assumptions used regarding quantities of oil and natural gas in place, recovery rates and future prices for oil and natural gas. Actual prices, production, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will vary from those assumed in our estimates, and such variances may be material. Any variance in the assumptions could materially affect the estimated quantity and value of the reserves.

If oil and natural gas prices decrease or exploration efforts are unsuccessful, we may be required to take write-downs of our oil and natural gas properties.

     In the past, we have been required to write down the carrying value of our oil and natural gas properties, and there is a risk that we will be required to take additional write-downs in the future. This could occur when oil and natural gas prices are low or if we have downward adjustments to our estimated proved reserves, increases in our estimates of operating or development costs or deterioration in our exploration results.

     Accounting rules require that the carrying value of oil and natural gas properties be periodically reviewed for possible impairment. “Impairment” is recognized when the book value of a proven property is greater than the expected undiscounted future cash flows from that property and on acreage when conditions indicate the carrying value is not recoverable. We may be required to write down the carrying value of a property based on oil and natural gas prices at the time of the impairment review, as well as a continuing evaluation of development results, production data, economics and other factors. While an impairment charge which reflects our long term ability to recover on a prior investment does not impact cash or cash flow from operating activities, it reduces our earnings and increases our leverage ratios.

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     For example, based primarily on the poor performance of certain properties acquired in 1997 and 1998 and significantly lower oil and natural gas prices, we recorded impairments of $215.0 million in 1998 and $29.9 million in 1999. At year-end 2001, we recorded an impairment of $31.1 million due to year-end prices. At year-end 2004, we recorded an impairment of $3.6 million on an offshore property due to hurricane damage and related production declines.

Our business is subject to operating hazards and environmental regulations that could result in substantial losses or liabilities

     Oil and natural gas operations are subject to many risks, including well blowouts, craterings, explosions, uncontrollable flows of oil, natural gas or well fluids, fires, formations with abnormal pressures, pipelines ruptures or spills, pollution, releases of toxic natural gas and other environmental hazards and risks. If any of these hazards occur, we could sustain substantial losses as a result of:

	•	injury or loss of life;
	•	severe damage to or destruction of property, natural resources and equipment;
	•	pollution or other environmental damage;
	•	clean-up responsibilities;
	•	regulatory investigations and penalties; and/or
	•	suspension of operations.

     Our current and former operations are subject to numerous and increasingly strict federal, state and local laws, regulations and enforcement policies relating to the environment. We may incur significant costs and liabilities in complying with existing or future environmental laws, regulations and enforcement policies and may incur costs arising out of property damage or injuries to employees and other persons. These costs may result from our current and former operations and even may be caused by previous owners of property we own or lease. Any past, present or future failure by us to completely comply with environmental laws, regulations and enforcement policies could cause us to incur substantial fines, sanctions or liabilities from cleanup costs or other damages. Incurrence of those costs or damages could reduce or eliminate funds available for exploration, development or acquisitions or cause us to incur losses.

     We maintain insurance against some, but not all, of these potential risks and losses. We may elect not to obtain insurance if we believe that the cost of available insurance is excessive relative to the risks presented. In addition, pollution and environmental risks generally are not fully insurable. If a significant accident or other event occurs that is not fully covered by insurance, it could have a material adverse affect on our financial condition and results of operations.

We are subject to financing and interest rate exposure risks

     Our business and operating results can be harmed by factors such as the availability, terms of and cost of capital, increases in interest rates or a reduction in credit rating. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities and place us at a competitive disadvantage. For example, approximately 40% of our debt is at fixed interest rates with the remaining 60% subject to variable interest rates.

Some of our current and potential competitors have greater resources than we have and we may not be able to successfully compete in acquiring, exploring and developing new properties

     We face competition in every aspect of our business, including, but not limited to, acquiring reserves and leases, obtaining goods, services and employees needed to operate and manage our business and marketing oil and natural gas. Competitors include multinational oil companies, independent production companies and individual producers and operators. Many of our competitors have greater financial and other resources than we do.

The oil and natural gas industry is subject to extensive regulation

     The oil and natural gas industry is subject to various types of regulations in the United States by local, state and federal agencies. Legislation affecting the industry is under constant review for amendment or expansion, frequently increasing our regulatory burden. Numerous departments and agencies, both state and federal, are authorized by statute to issue rules and regulations binding on participants in the oil and natural gas industry. Compliance with such rules and regulations often increases our cost of doing business and, in turn, decreases our profitability.

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Acquisitions are subject to the risks and uncertainties of evaluating reserves and potential liabilities and may be disruptive and difficult to integrate into our business

     We could be subject to significant liabilities related to our acquisitions. It generally is not feasible to review in detail every individual property included in an acquisition. Ordinarily, a review is focused on higher valued properties. However, even a detailed review of all properties and records may not reveal existing or potential problems, nor will it permit us to become sufficiently familiar with the properties to assess fully their deficiencies and capabilities. We do not always inspect every well we acquire, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is performed.

     For example, in 1997, we consummated a large acquisition which proved extremely disappointing. Production from the acquired properties fell more rapidly than anticipated and further development results were below the results we had originally projected. The poor production performance of these properties resulted in material downward reserve revisions. We cannot assure you that our recent and/or future acquisition activity will not result in similar disappointing results.

     In addition, there is intense competition for acquisition opportunities in our industry. Competition for acquisitions may increase the cost of, or cause us to refrain from, completing acquisitions. Our strategy of completing acquisitions is dependent upon, among other things, our ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability to pursue our acquisition strategy may be hindered if we are not able to obtain financing on terms acceptable to us or regulatory approvals.

     Acquisitions often pose integration risks and difficulties. In connection with recent and future acquisitions, the process of integrating acquired operations into our existing operations may result in unforeseen operating difficulties and may require significant management attention and financial resources that would otherwise be available for the ongoing development or expansion of existing operations. Possible future acquisitions could result in our incurring additional debt, contingent liabilities, expenses, and diversion of resources, all of which could have a material adverse effect on our financial condition and operating results.

Our success depends on key members of our management and our ability to attract and retain experienced technical and other professional personnel

     Our success is highly dependent on our senior management personnel, none of which are currently subject to an employment contract. The loss of one or more of these individuals could have a material adverse effect on our business. Furthermore, competition for experienced technical and other professional personnel is intense. If we cannot retain our current personnel or attract additional experienced personnel, our ability to compete could be adversely affected.

Our future success depends on our ability to replace reserves that we produce

     Because the rate of production from oil and natural gas properties generally declines as reserves are depleted, our future success depends upon our ability to economically find or acquire and produce additional oil and natural gas reserves. Except to the extent that we acquire additional properties containing proved reserves, conduct successful exploration and development activities or, through engineering studies, identify additional behind-pipe zones or secondary recovery reserves, our proved reserves will decline materially as reserves are produced. Future oil and natural gas production, therefore, is highly dependent upon our level of success in acquiring or finding additional reserves that are economically recoverable. We cannot assure you that we will be able to find or acquire and develop additional reserves at an acceptable cost.

A portion of our business is subject to special risks related to offshore operations generally and in the Gulf of Mexico specifically

     Offshore operations are subject to a variety of operating risks specific to the marine environment, such as capsizing, collisions and damage or loss from hurricanes or other adverse weather conditions. These conditions can cause substantial damage to facilities and interrupt production. As a result, we could incur substantial liabilities that could reduce or eliminate the funds available for exploration, development or leasehold acquisitions, or result in loss of equipment and properties.

     Production of reserves from reservoirs in the Gulf of Mexico generally declines more rapidly than from reservoirs in many other producing regions of the world. This results in recovery of a relatively higher percentage of reserves from properties in the Gulf of Mexico during the initial few years of production. As a result, reserve replacement needs from new prospects are greater and require us to incur significant capital expenditure to replace production.

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New technologies may cause our current exploration and drilling methods to become obsolete

     The oil and natural gas industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies. As competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, competitors may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before we can. One or more of the technologies that we currently use or that we may implement in the future may become obsolete. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. If we are not able to maintain technological advancements consistent with industry standards, our operations and financial condition may be adversely affected.

Our business depends on oil and natural gas transportation facilities, some of which are owned by others

     The marketability of our oil and natural gas production depends in part on the availability, proximity and capacity of pipeline systems owned by third parties. The unavailability of or lack of available capacity on these systems and facilities could result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. Although we have some contractual control over the transportation of our product, material changes in these business relationships could materially affect our operations. Federal and state regulation of oil and natural gas production and transportation, tax and energy policies, changes in supply and demand, pipeline pressures, damage to or destruction of pipelines and general economic conditions could adversely affect our ability to produce, gather and transport oil and natural gas.

Our significant indebtedness could limit our ability to successfully operate our business

     We are leveraged and our exploration and development program will require substantial capital resources, estimated to range from $250 to $300 million per year over the next three years. The operation of our existing operations will also require ongoing capital expenditures. In addition, if we decide to pursue additional acquisitions, our capital expenditures will increase both to complete such acquisitions and to explore and develop any newly acquired properties.

     The degree to which we are leveraged could have other important consequences, including the following:

	•	we may be required to dedicate a substantial portion of our cash flows from operations to the payment of our indebtedness, reducing the funds available for our operations;
	•	a portion of our borrowings are at variable rates of interest, making us vulnerable to increases in interest rates:
	•	we may be more highly leveraged than some of our competitors, which could place us at a competitive disadvantage;
	•	our degree of leverage may make us more vulnerable to a downturn in our business or the economy generally;
	•	the terms of our existing credit arrangements contain numerous financial and other restrictive covenants;
	•	our debt level could limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
	•	we may have difficulties borrowing money in the future.

     Despite our current levels of indebtedness we still may be able to incur substantially more debt. This could further increase the risks described above.

Any failure to meet our debt obligations could harm our business, financial condition and results of operation

     If our cash flow and capital resources are insufficient to fund our debt obligations, we may be forced to sell assets, seek additional equity or restructure our debt. In addition, any failure to make scheduled payments of interest and principal on our outstanding indebtedness would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness on acceptable terms. Our cash flow and capital resources may be insufficient for payment of interest on and principal of our debt in the future and any such alternative measures may be unsuccessful or may not permit us to meet scheduled debt service obligations, which could cause us to default on our obligations and impair our liquidity.

Common stockholders will be diluted if additional shares are issued

     Since 1998, we have exchanged 21.3 million shares of common stock for $146.7 million of debt and convertible securities. The exchanges were made based on the relative market value of the common stock and the debt and convertible securities at the time of the exchange. During 2001, $17.4 million of debt and convertible securities was exchanged for common stock. During 2002, $10.4

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million of debt and convertible securities were exchanged for common stock. During 2003, $880,000 of debt was exchanged for common stock. In 2004, we exchanged our 5.9% convertible preferred stock for 5.9 million shares of common stock. Also in two transactions during 2004, we sold 17.9 million shares of common stock for total proceeds of $246.1 million which were used, in part, to finance our two large acquisitions during the year. While the exchanges have reduced interest expense, dividends and future repayment obligations, the larger number of common shares outstanding had a dilutive effect on our existing stockholders. Our ability to repurchase securities for cash is limited by our senior credit facility and the 7-3/8% senior subordinated notes agreement. We continue to review alternatives to further strengthen our balance sheet by reducing debt. In addition, we may issue additional shares of common stock, additional subordinated notes or other securities or debt convertible into common stock, to extend maturities or fund capital expenditures, including acquisitions. If we issue additional shares of our common stock in the future, it may have a dilutive effect on our outstanding shares.

Dividend limitations

     Limits on the payment of dividends and other restricted payments, as defined, are imposed under our senior credit facility and under our 7-3/8% senior subordinated notes. These limitations may, in certain circumstances, limit or prevent the payment dividends independent of our dividend policy.

Our financial statements are complex

     Due to accounting rules, our financial statements continue to be complex, particularly with reference to hedging, asset retirement obligations, stock options and the accounting for our deferred compensation plan. We expect such complexity to continue and possibly increase.

The price of our common stock may fluctuate significantly, which may result in losses for investors.

     The market price of our common stock has been volatile. From January 1, 2003 to December 31, 2004, the last daily sale price of our common stock reported by the New York Stock Exchange ranged from a low of $5.05 per share to a high of $21.51 per share. We expect our stock to continue to be subject to fluctuations as a result of a variety of factors, including factors beyond our control. These include:

	•	changes in oil and natural gas prices;
	•	variations in quarterly drilling, recompletions, acquisitions and operating results;
	•	changes in financial estimates by securities analysts;
	•	changes in market valuations of comparable companies;
	•	additions or departures of key personnel;
	•	future sales of our stock.

     We may fail to meet expectations of our stockholders or of securities analysts at some time in the future, and our stock price could decline as a result.

Available Information

     We maintain an internet website under the name “www.rangeresources.com.” We make available, free of charge, on our website, the annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after providing such reports to the SEC. Also, our Corporate Governance principles, the charters of the Audit Committee, the Compensation Committee, the Dividend Committee, the Executive Committee, and the Governance and Nomination Committee, and the Code of Business Conduct and Ethics are also available on the website and in print to any stockholder who provides a written request to the Corporate Secretary at 777 Main Street, Suite 800, Fort Worth, Texas 76102.

     We file annual, quarterly and current reports on Form 8-K, proxy statements and other documents with the SEC under the Securities Exchange Act of 1934. The public may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, the SEC maintains an internet website that contains reports, proxy and information statements, and other information regarding issuers, including Range, that file electronically with the SEC. The public can obtain any document we file with the SEC at “www.sec.gov.”

Employees

     As of January 1, 2005, we had 504 full-time employees, 303 of whom were field personnel. None are covered by a collective bargaining agreement. Management believes its relationship with employees is good. We regularly utilize independent consultants and contractors to perform various professional services, particularly in the areas of field production services such as pumping, maintenance, inspection and testing, permitting and environmental assessment.

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ITEM 2. PROPERTIES

     The table below summarizes certain data for our core operating areas for the year ended December 31, 2004:

Southwestern division

     The Southwestern division conducts drilling, production and field operations in the Permian Basin of West Texas and the East Texas Basin as well as in the Texas Panhandle and the Anadarko Basin of western Oklahoma. In the Southwestern division, we own interests in 1,600 net producing wells, 95% of which we operate. We have approximately 317,000 net acres under lease. Our average working interest is 73%.

     In December 2003, we completed an $87.9 million producing property acquisition which added more than 500 operated wells and established ourselves as the largest operator in the Conger Field in Sterling County of West Texas. In addition, in April 2004, we purchased a private company owning oil and gas properties in the Permian Basin for $23.1 million with reserves of approximately 22 Bcfe. The related production is 75% oil and 52% of the reserves were proved developed. In total, production has increased in the Southwestern division over 40% from 2002.

     Reserves increased 13.9 Bcfe at December 31, 2004, as compared to year end 2003, a 4% increase due to purchases and drilling additions. On an annual basis, production increased 30% over 2003. During 2004, the region spent $96.4 million to drill 147 (122.0 net) development wells, of which 137 (113.4 net) were productive and 8 (6.6 net) exploratory wells, of which 3 (2.1 net) were productive. During the year, the region achieved a 90% drilling success rate.

     At December 31, 2004, the Southwestern division had a development inventory of 183 proven drilling locations and 200 proven recompletions. Development projects include recompletions, infill drilling and to a lesser extent, installation of secondary recovery projects. These activities also include increasing reserves and production through aggressive cost control, upgrading lifting equipment, improving gathering systems and surface facilities and performing restimulations and refracturing operations.

Appalachian division

     Our property base in this division is located in the Appalachian Basin, and to a minor extent, the Michigan Basin of the northeastern United States. The reserves principally produce from the Pennsylvanian (coalbed formation), Upper Devonian, Medina, Clinton, Knox, Oriskany and Trenton Black River formations at depths ranging from 2,500 to 7,000 feet. After initial flush production, these properties are characterized by gradual decline rates, typically producing for 10 to 35 years. We own interests in approximately 8,400 net producing wells, 74% of which we operate and 4,800 miles of gas gathering lines. Our average working interest is 74%. We have approximately 1.8 million gross (1.5 million net) acres under lease.

     In June 2004, we added to our Appalachian properties with the purchase of the 50% of Great Lakes that we did not own for $228.9 million which included estimated proved reserves of 255 Bcfe. In December 2004, we added properties with the Pine Mountain acquisition for $221.9 million. The properties include 417,000 acres located primarily in Virginia and West Virginia. This acquisition added estimated proved reserves of 205 Bcfe. Approximately half of the value is attributable to royalty interests. The reserves are 99% natural gas and are 40% developed. More than 80% of the Pine Mountain reserves are coalbed methane.

     Reserves at December 31, 2004 increased 484.7 Bcfe, or 185% from 2003 due to the acquisitions mentioned above and from drilling additions. On an annual basis, production increased 56% from 2003. During 2004, the region spent $53.6 million to drill 297 (255.4 net) development wells, of which 294 (253.3 net) were productive and 9 (7.7 net) exploratory wells, of which 8 (6.7 net) were productive. During the year, the region achieved a 99% drilling success rate. At December 31, 2004, Great Lakes had an inventory of 2,682 proven drilling locations and 52 proven recompletions.

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Gulf Coast division

     Our Gulf Coast properties are located onshore in Texas, Louisiana and Mississippi and in the shallow waters of the Gulf of Mexico. The division’s wells are characterized by high initial rates and relatively short reserve lives. Over the past several years, we have shifted our focus away from offshore to onshore Gulf of Mexico properties that provide greater operating control, generally lower costs and higher repeatability. Major onshore fields produce from Hartburg formations at depths of 10,000 to 11,000 feet in the Upper Texas Gulf Coast to the Upper Oligocene in South Louisiana at depths of 10,000 to 12,000 feet to the Sligo and Hosston formations at depths of 15,000 to 16,500 feet in the Oakvale field in Mississippi. We operate a majority of our onshore properties while third parties operate our offshore properties. Onshore, we have approximately 55,000 net acres under lease. Offshore properties include interests in 37 platforms in water depths ranging from 11 to 240 feet. Our offshore leasehold inventory includes 42,000 net acres. We own interests in 44 net producing wells, in this division, 44% of which we operate. Our average working interest is 30%. Our Gulf Coast division also owns a license of a 3-D seismic database covering over 800 contiguous blocks in the shallow water of the Gulf of Mexico, primarily offshore Louisiana.

     Reserves declined 7.7 Bcfe, or 10%, from 2003 due to production partially offset by drilling additions from drilling. On an annual basis, production decreased 14% from 2003. During 2004, the region spent $34.0 million to drill 8 (3.0 net) development wells, of which 5 (1.8 net) were productive and 7 (1.9 net) exploratory wells, of which 3 (0.5 net) were productive. During the year, the division had a 53% drilling success rate. At December 31, 2004, the Gulf Coast division had an inventory of 8 proven drilling locations and 40 proven recompletions.

Proved Reserves

     The following table sets forth estimated proved reserves at the end of each of the past five years: