Ram Energy Resources Inc - Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Expires: January 31, 2008 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

FS PRIVATE INVESTMENTS III LLC

2. Date of Event Requiring Statement (MM/DD/YYYY) 11/29/2007

3. Issuer Name and Ticker or Trading Symbol

RAM ENERGY RESOURCES INC [RAME]

(Last) (First) (Middle)

C/O JEFFERIES CAPITAL PARTNERS, 520 MADISON AVENUE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
_____ Officer (give title below) ___ X ___ Other (specify below)
/ See footnote (3)

(Street)

NEW YORK, NY 10022

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	1379035 ⁽²⁾ ⁽³⁾	I	See footnote ⁽¹⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants to Purchase Common Stock ⁽¹⁾	11/29/2007	5/11/2008	Common Stock	455190 ⁽²⁾ ⁽³⁾	$5.00	I	See footnote ⁽¹⁾

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FS PRIVATE INVESTMENTS III LLC C/O JEFFERIES CAPITAL PARTNERS 520 MADISON AVENUE NEW YORK, NY 10022				See footnote (3)
ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD 520 MADISON AVENUE NEW YORK, NY 10022				See footnote (3)
FRIEDMAN BRIAN P 520 MADISON AVENUE NEW YORK, NY 10022				See footnote (3)
LUIKART JAMES L 520 MADISON AVENUE NEW YORK, NY 10022				See footnote (3)
ING FURMAN SELZ INVESTORS III LP 520 MADISON AVENUE NEW YORK, NY 10022				See footnote (3)
ING BARINGS US LEVERAGED EQUITY PLAN LLC 520 MADISON AVENUE NEW YORK, NY 10022				See footnote (3)

Signatures
/s/ Brian P. Friedman		12/11/2007
^** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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