Exhibit  4.1
                                                      [Time and Date Stamp of
                                                       State of Delaware
                                                       Secretary of State
                                                       Division of Corporations
                                                       Filed 09:00 AM 01/12/2000
                                                       001018278-2402791]



                            HYPERDYNAMICS CORPORATION
                            -------------------------


                   CERTIFICATE OF DESIGNATION, NUMBER, POWERS,
                    PREFERENCES AND RELATIVE, PARTICIPATING,
                   OPTIONAL, AND OTHER SPECIAL RIGHTS AND THE
                   QUALIFICATIONS, LIMITATIONS, RESTRICTIONS,
                   AND OTHER DISTINGUISHING CHARACTERISTICS OF
                            SERIES A PREFERRED STOCK


     The  undersigned President and Secretary of this Corporation hereby certify
that  the  Board  of  Directors  of  the  Corporation, pursuant to the authority
expressly vested in it has adopted the following resolutions creating a Series A
issue  of  Preferred  Stock:
     RESOLVED,  that  five  thousand  (5,000) of the twenty million (20,000,000)
authorized  shares  of  Preferred  Stock  of the Corporation shall be designated
Series  A Preferred Stock (the "Series A Preferred Stock") and shall possess the
rights  and  privileges  set  forth  below:
     A.     Par  Value,  Stated  Value,  Accretion  Rate,  Purchase  Price  and
            -------------------------------------------------------------------
Certificates.
------------
        1.  Each  share  of  Series A Preferred Stock shall have $.001 par value
and  a  stated  value  (face  amount)  of  One Thousand Dollars ($1,000.00) (the
"Stated  Value").
        2.  The Series A Preferred Stock shall be offered at a purchase price of
One  Thousand  Dollars  ($1,000.00)  per  share.
        3.  Certificates  representing  the  shares  of Series A Preferred Stock
purchased  shall be issued by the Corporation to the purchasers immediately upon
acceptance  of  the  subscriptions  to  purchase  such shares and receipt by the
Corporation  of  the  purchase  price  for  such  shares.
     B.     Dividends.
            ---------
        1.  Amount  and  Payment  of  Dividend.  Subject  to  the  limitations
            ----------------------------------
hereinafter set forth, the holders of Series A Preferred Stock shall be entitled
to  receive dividends at the rate of four percent (4%) per annum of the original
issue  price  thereof  of One Thousand and No/100 Dollars ($1,000.00) per share,
and  no  more,  payable  only  at the time such shares are converted pursuant to
Section  D  hereof.  Such  dividends  may be paid in cash or in shares of Common
Stock  of  the  Corporation  as  determined  by  the  Corporation  in  its  sole
discretion;  provided,  however,  no fractional shares of either security may be
issued for dividends, any fractional shares will be rounded to the nearest whole
share,  and  provided  further  that if any such dividend is paid in whole or in
part  by  shares  of  Common  Stock, the number of shares of such security to be
issued  as  a stock dividend shall be determined by the Market Value (as defined
in  Section I below) of a share of Common Stock as of the last day of the period
for  such  stock  dividend.  Any shares of Series A Preferred Stock issued after
the  date  hereof  shall  accrue  dividends  from  the later of the date of full
payment  therefor  by  the  purchaser  of such shares or issuance thereof by the
Corporation.


<PAGE>
        2.  Cumulative Rights. To the extent, if any, that dividends at the rate
            -----------------
set forth  in  Section B(1) above shall not be paid or set apart in full for the
Series  A  Preferred Stock, the aggregate deficiency shall be cumulated and must
be  fully paid or set apart for payment before any dividends may be paid upon or
set  apart for the Common Stock of the Corporation or before the Corporation may
purchase  any  of its Common Stock or otherwise make any distribution on account
of  its  Common  Stock  or  any  other  class  of capital stock now or hereafter
authorized  or  issued by the Corporation which ranks on a parity with or junior
to  the  Series  A  Preferred Stock (other than (i) a dividend payable in Common
Stock,  or  (ii)  by  conversion  into  or  exchange  for  capital  stock of the
Corporation  ranking  junior  to  the Series A Preferred Stock as to dividends).
        3.  No Interest on Accrued Dividends.  Any accumulations of dividends on
            --------------------------------
the  Series  A  Preferred  Stock  shall  not  bear  interest.

     C.     Liquidation  Preference.
            -----------------------
        1.  In  the  event  of any liquidation, dissolution or winding-up of the
Corporation,  either  voluntary or involuntary (a "Liquidation"), the holders of
shares  of  the  Series  A  Preferred Stock then issued and outstanding shall be
entitled  to  be  paid  out  of  the  assets  of  the  Corporation available for
distribution  to  its  shareholders,  whether from capital, surplus or earnings,
before any payment shall be made to the holders of shares of the Common Stock or
upon  any  other series of Preferred Stock of the Corporation with a liquidation
preference  subordinate  to the liquidation preference of the Series A Preferred
Stock,  an amount per share equal to the Stated Value.  If, upon any Liquidation
of  the Corporation, the assets of the Corporation available for distribution to
its  shareholders  shall  be  insufficient  to  pay the holders of shares of the
Series  A Preferred Stock and the holders of any other series of Preferred Stock
with  a liquidation preference equal to the liquidation preference of the Series
A Preferred Stock the full amounts to which they shall respectively be entitled,
the  holders  of  shares  of the Series A Preferred Stock and the holders of any
other  series  of  Preferred  Stock  with  liquidation  preference  equal to the
liquidation  preference of the Series A Preferred Stock shall receive all of the
assets  of  the  Corporation  available for distribution and each such holder of
shares  of  the  Series A Preferred Stock and the holders of any other series of
Preferred  Stock  with  a  liquidation  preference  equal  to  the  liquidation
preference  of  the  Series  A  Preferred  Stock  shall  share  ratably  in  any
distribution  in  accordance  with  the  amounts  due  such shareholders.  After
payment  shall have been made to the holders of shares of the Series A Preferred
Stock  of  the  full  amount  to which they shall be entitled, as aforesaid, the
holders  of  shares  of  the  Series  A  Preferred Stock shall be entitled to no
further  distributions thereon and the holders of shares of the Common Stock and
of  shares  of any other series of stock of the Corporation shall be entitled to
share,  according  to  their respective rights and preferences, in all remaining
assets  of  the  Corporation  available  for  distribution  to its shareholders.
        2.  A  merger or consolidation of the Corporation with or into any other
corporation,  or  a sale, lease, exchange, or transfer of all or any part of the
assets  of the Corporation which shall not in fact result in the liquidation (in
whole  or  in part) of the Corporation and the distribution of its assets to its
shareholders  shall  not  be deemed to be a voluntary or involuntary liquidation
(in  whole  or  in  part),  dissolution,  or  winding-up  of  the  Corporation.


<PAGE>
     D.     Conversion  of  Series  A  Preferred  Stock.
            -------------------------------------------
        The holders of Series A Preferred Stock shall have the following
conversion  rights:
        1.  Right to Convert.  When such shares become convertible in accordance
            ----------------
with  Section  D(1)  hereof,  each  share  of  Series A Preferred Stock shall be
convertible  at  the  Conversion  Prices  set  forth  below  into fully paid and
nonassessable  shares  of  Common  Stock  (sometimes  referred  to  herein  as
"Conversion  Shares").
        2.  Mechanics of Conversion. Each holder of Series A Preferred Stock who
            -----------------------
desires  to  convert  the  same into shares of Common Stock shall provide notice
("Conversion Notice") via facsimile to the Corporation.  The original Conversion
Notice  and  the certificate or certificates representing the Series A Preferred
Stock  for  which conversion is elected shall be delivered to the Corporation by
international  courier,  duly endorsed.  The date upon which a Conversion Notice
is  received  by  the Corporation shall be a "Notice Date."  Upon receipt by the
Corporation  of  a  facsimile copy of a Conversion Notice, the Corporation shall
immediately  send to the holder, via facsimile, a confirmation of receipt of the
Conversion  notice  which  shall  specify  that  the  Conversion Notice has been
received  and  the  name  and  telephone  number  of  a  contact  person  at the
Corporation  whom the holder should contact regarding information related to the
conversion.  The  Corporation  shall  use  all  reasonable  efforts to issue and
deliver  within three (3) business days after the Notice Date, to such holder of
Series  A Preferred Stock at the address of the holder on the stock books of the
Corporation,  a  certificate  or certificates for the number of shares of Common
Stock  to  which  the  holder  shall be entitled as aforesaid; provided that the
original  shares of Series A Preferred Stock to be converted are received by the
transfer  agent  or  the  Corporation  within  three (3) business days after the
Notice  Date  and the person or persons entitled to receive the shares of Common
Stock  issuable  upon  such  conversion shall be treated for all purposes as the
record  holder  or  holders of such shares of Common Stock on such date.  If the
original  certificate(s)  representing the shares of Series A Preferred Stock to
be  converted  are  not received by the transfer agent or the Corporation within
three  (3)  business  days  after  the  Notice Date, the Conversion Notice shall
become  null  and  void.
        3.  Lost or Stolen Certificates.  Upon receipt by the Corporation of
            ---------------------------
evidence of the loss, destruction, theft or mutilation of any Series A Preferred
Stock certificates  (the  "Certificates")  and  (in  the  case of loss, theft or
destruction)  of  indemnity  or  security  reasonably  satisfactory  to  the
Corporation,  and  upon  surrender  and  cancellation  of  the  Certificates, if
mutilated,  the  Corporation  shall  execute  and deliver new Series A Preferred
Stock  Certificates  of like tenor and date.  However, the Corporation shall not
be  obligated  to  re-issue  such  lost  or  stolen  Series  A  Preferred  Stock
Certificates if the holder thereof contemporaneously requests the Corporation to
convert  such  Series  A  Preferred  Stock into Common Stock, in which event the
Corporation  shall  be  entitled to rely on an affidavit of loss, destruction or
theft of the Series A Preferred Stock Certificate or, in the case of mutilation,
tender  of  the  mutilated  certificate,  and shall issue the Conversion Shares.
        4.  Conversion  Dates.  The  shares  of  Series  A Preferred Stock shall
            -----------------
become  convertible  into  shares  of  Common  Stock upon the earlier of (i) the
effective  date  of  a registration statement covering the Conversion Shares, or
(ii)  the ninetieth (90th) day after the issuance of each such share of Series A
Preferred  Stock  (referred  to  as  a  "Conversion  Date").
        5.  Conversion Formula/Conversion Price.  Each  share  of  Series  A
            -----------------------------------
Preferred  Stock  shall be convertible into the number of shares of Common Stock
in  accordance  with  the  following  formula  (the  "Conversion  Formula"):


<PAGE>
                                    $1,000.00
                                    ---------
                                Conversion Price
where,

Conversion  Price         =     Average Price at Closing or the Average Price at
                                Conversion,  whichever  is  less.

Average Price at Closing  =     The  five  (5)-day average Closing Bid Price for
                                the  Corporation's  Common  Stock on the trading
                                date immediately before the date such  Series  A
                                Preferred  Stock  was  issued.

Average Price at Conversion  =  Eighty percent (80%) of (that is, a 20% discount
                                to)  the  five (5)-day average Closing Bid Price
                                for the Corporation's Common  Stock  immediately
                                before  the  Conversion  Date.

For  purposes  hereof,  the  term "Closing Bid Price" shall mean the closing bid
price  for the Corporation's Common Stock on the NASD Electronic Bulletin Board,
or  if no longer traded thereon, the closing bid price on the principal national
securities  exchange  on  which  the  Common  Stock  is  so  traded.

        6.  Automatic  Conversion.  Each  share  of  Series  A  Preferred  Stock
            ---------------------
outstanding  on  January  30,  2002 shall be converted automatically into Common
Stock  on such date in accordance with the Conversion Formula and the Conversion
Price then in effect, and January 30, 2002 shall be deemed to be the Notice Date
with  respect  to  such  conversion.
        7.  No  Fractional Shares.  If  any conversion of the Series A Preferred
            ---------------------
Stock would  create  a  fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, such fractional share shall be disregarded and
the number of shares of Common Stock issuable upon conversion, if the aggregate,
shall  be  the  next  higher  number  of  shares.
     8.     Reservation  of  Stock  Issuable  Upon  Conversion.  The Corporation
            --------------------------------------------------
shall at all times reserve and keep available out of its authorized but unissued
shares  of  Common  Stock, solely for the purpose of effecting the conversion of
the  shares of the Series A Preferred Stock, such number of its shares of Common
Stock  as  shall from time to time be sufficient to effect the conversion of all
then  outstanding shares of the Series A Preferred Stock; and if at any time the
number of authorized but unissued shares of Common Stock shall not be sufficient
to  effect  the  conversion  of  all  then  outstanding  shares  of the Series A
Preferred  Stock,  the  Corporation  will  take  such corporate action as may be
necessary to increase its authorized but unissued shares of Common Stock to such
number  of  shares  as  shall  be  sufficient  for  such  purpose.
      9.  Adjustment  to  Conversion  Price.
          ---------------------------------
        (a)  If,  prior  to  the  conversion of all shares of Series A Preferred
Stock,  the number of outstanding shares of Common Stock is increased by a stock
split,  stock  dividend,  or  other similar event, the Conversion Price shall be
proportionately  reduced, or if the number of outstanding shares of Common Stock
is  decreased  by  a combination or reclassification of shares, or other similar
event,  the  Conversion  Price  shall  be  proportionately  increased.


<PAGE>
        (b)  If,  prior  to the conversion of all shares of Series A Preferred
Stock,  there  shall  be  any  merger,  consolidation,  exchange  of  shares,
recapitalization,  reorganization,  or other similar event, as a result of which
shares  of  Common  Stock of the Corporation shall be changed into the same or a
different number of shares  of  the same or another class or classes of stock or
securities  of the Corporation  or  another entity, then the holders of Series A
Preferred Stock shall  thereafter  have  the  right to purchase and receive upon
conversion of shares  of  Series  A Preferred Stock, upon the basis and upon the
terms and conditions  specified herein and in lieu of the shares of Common Stock
immediately  theretofore  issuable  upon conversion, such shares of stock and/or
securities  as  may  be issued or payable with respect to or in exchange for the
number  of  shares  of  Common  Stock  immediately  theretofore  purchasable and
receivable  upon  the  conversion  of shares of Series A Preferred Stock held by
such  holders  had  such  merger,  consolidation,  exchange  of  shares,
recapitalization  or  reorganization  not  taken  place,  and  in  any such case
appropriate provisions shall be made with respect to the rights and interests of
the  holders  of  the  Series  A  Preferred Stock to the end that the provisions
hereof  (including,  without  limitation,  provisions  for  adjustment  of  the
Conversion  Price  and  of  the number of shares issuable upon conversion of the
Series  A  Preferred  Stock) shall thereafter be applicable, as nearly as may be
practicable  in  relation  to  any  shares  of  stock  or  securities thereafter
deliverable  upon  the  exercise  hereof.  The  Corporation shall not effect any
transaction  described  in  this  subsection  unless  the resulting successor or
acquiring  entity  (if  not  the  Corporation) assumes by written instrument the
obligation to deliver to the holders of the Series A Preferred Stock such shares
of  stock and/or securities as, in accordance with the foregoing provisions, the
holders  of  the  Series  A  Preferred  Stock  may  be  entitled  to  purchase.
        (c)  If  any  adjustment under this subsection would create a fractional
share of  Common Stock or a right to acquire a fractional share of Common Stock,
such  fractional  share  shall be disregarded and the number of shares of Common
Stock issuable  upon  conversion  shall  be  the  next  higher number of shares.
     E.     Voting.  Except  as  otherwise  provided  below  or  by the Delaware
            ------
General  Corporation Law, the holders of the Series A Preferred Stock shall have
no voting power whatsoever, and no holder of Series A Preferred Stock shall vote
or  otherwise  participate  in any proceeding in which actions shall be taken by
the Corporation or the shareholders thereof or be entitled to notification as to
any  meeting  of  the  Board  of  Directors  or  the  shareholders.
     Notwithstanding  the above, Corporation shall provide holders of the Series
A  Preferred  Stock  ("Holders")  with  notification  of  any  meeting  of  the
shareholders regarding any major corporate events affecting the Corporation.  In
the  event  of any taking by the Corporation of a record of its shareholders for
the  purpose  of determining shareholders who are entitled to receive payment of
any  dividend  or  other  distribution,  any right to subscribe for, purchase or
otherwise  acquire  any  share  of any class or any other securities or property
(including by way of merger, consolidation or reorganization), or to receive any
other  right, or for the purpose of determining shareholders who are entitled to
vote  in  connection  with  any  proposed  sale,  lease  or conveyance of all or
substantially all of the assets of the Corporation, or any proposed liquidation,
dissolution  or  winding  up  of  the  Corporation, the Corporation shall mail a
notice to the Holders, at least ten (10) days prior to the record date specified
therein,  of the date on which any such record is to be taken for the purpose of
such  dividend,  distribution,  right  or  other  event,  and  a brief statement
regarding  the  amount  and  character  of such dividend, distribution, right or
other  event  to  the  extent  known  at  such  time.


<PAGE>
     To  the  extent  that,  under Delaware law, the vote of the Holders, voting
separately  as  a  class,  is  required  to  authorize  a  given  action  of the
Corporation,  the  affirmative  vote  or  consent  of  the Holders of at least a
majority  of  the  shares  of the Series A Preferred Stock represented at a duly
held meeting at which a quorum is present or by written consent of a majority of
the  shares  of  Series  A  Preferred Stock (except as otherwise may be required
under  Delaware  law) shall constitute the approval of such action by the class.
To  the  extent  that  under  Delaware law the Holders are entitled to vote on a
matter  with  holders  of  Common  Stock, voting together as one (1) class, each
share  of  Series A Preferred Stock shall be entitled to a number of votes equal
to  the number of shares of Common Stock into which it is then convertible using
the  record  date  for the taking of such vote of stockholders as the date as of
which the Conversion Price is calculated.  The Holders also shall be entitled to
notice  of  all  shareholder  meetings or written consents with respect to which
they  would  be entitled to vote, which notice would be provided pursuant to the
Corporation's  by-laws  and  applicable  statutes.
     F.     Protective  Provisions.  So  long  as  shares  of Series A Preferred
            ----------------------
Stock  are  outstanding,  the Corporation shall not, without first obtaining the
approval  (by  vote or written consent, as provided by law) of the Holders of at
least  seventy-five  percent  (75%)  of  the then outstanding shares of Series A
Preferred  Stock:
        (a)  alter or change the rights, preferences or privileges of the Series
A  Preferred  Stock  so  as  to  affect  adversely the Series A Preferred Stock;
        (b)  create  any new class or series of stock or issue any capital stock
senior  to  or  having  a  preference over or parity with the Series A Preferred
Stock  with  respect to dividends, payments upon Liquidation (as provided for in
Section  B  of  this  Designation)  or  redemption,  or  increase  the number of
authorized  shares  of  Series  A  Preferred  Stock  or  change the Stated Value
thereof;
        (c)  do  any  act  or  thing  not  authorized  or  contemplated  by this
Designation which  would  result  in  taxation  of  the holders of shares of the
Series A Preferred Stock under Section 305 of the Internal Revenue Code of 1986,
as  amended  (or  any  comparable  provision  of  the  Internal  Revenue Code as
hereafter  from  time  to  time  amended);  or
        (d)  enter  into  a merger in which the Corporation is not the surviving
corporation;  provided,  however,  that  the provisions of this subparagraph (d)
shall  not  be  applicable to any such merger if the authorized capital stock of
the  surviving  corporation  immediately  after  such  merger shall include only
classes  or  series  of  stock for which no such consent or vote would have been
required pursuant to this section if such class or series had been authorized by
the  Corporation immediately prior to such merger or which have the same rights,
preferences  and limitations and authorized amount as a class or series of stock
of  the  Corporation  authorized  (with  such  consent  or  vote of the Series A
Preferred  Stock)  prior to such merger and continuing as an authorized class or
series  at  the  time  thereof.
     G.     Status  of  Converted  Stock.  In  the  event any shares of Series A
            ----------------------------
Preferred  Stock  shall  be  converted  as contemplated by this Designation, the
shares  so converted shall be canceled, shall return to the status of authorized
but  unissued Preferred Stock of no designated class or series, and shall not be
issuable  by  the  Corporation  as  Series  A  Preferred  Stock.
     H.     Taxes. All shares of Common Stock issued upon conversion of Series A
            -----
Preferred  Stock  will  be  validly  issued,  fully paid and nonassessable.  The
Corporation shall pay any and all documentary stamp or similar issue or transfer
taxes  that  may  be  payable  in  respect of any issue or delivery of shares of
Common  Stock  on  conversion  of Series A Preferred Stock pursuant hereto.  The
Corporation  shall not, however, be required to pay any tax which may be payable
in  respect  of  any  transfer  involved  in the issue and delivery of shares of
Common  Stock in a name other than that in which the Series A Preferred Stock so
converted  were  registered,  and no such issue or delivery shall be made unless
and  until  the  person requesting such transfer has paid to the Corporation the
amount of any such tax or has established to the satisfaction of the Corporation
that  such  tax  has  been paid or that no such tax is payable.  The Corporation
shall  adjust  the  amount  of  dividends paid or accrued so as to indemnify the
holders  of Preferred Stock against any withholding or similar tax in respect of
such  dividends.


<PAGE>
     I.     Determination  of Market Value of Capital Stock of Corporation.  The
            --------------------------------------------------------------
determination  of  the  per share "Market Value" of Common Stock as set forth in
previous  Sections  shall  be  determined  using  the  previous five day average
closing bid price for the day or, where no sale is made on that day, the average
of  the  closing bid and asked prices for that day on the NASDAQ Stock Market or
the  OTC  Bulletin  Board  if  the  securities  are at the time listed or quoted
thereon,  respectively,  or,  if  it  is  not  so listed or quoted, on any other
national  securities  exchange selected by the Corporation on which it is at the
time  listed.  If  at  the applicable time the Common Stock is quoted on the OTC
Bulletin  Board,  the foregoing calculations shall be based on a Trade and Quote
Summary Report from the OTC Bulletin Board Research Service if available, and if
not,  on  any  other  publicly  available data reasonably deemed reliable by the
Corporation.
     FURTHER  RESOLVED,  that  the  statements  contained  in  the  foregoing
resolutions  creating  and  designating  the  said  Series A Preferred Stock and
fixing  the  number,  powers, preferences and relative, optional, participating,
and  other special rights and the qualifications, limitations, restrictions, and
other  distinguishing  characteristics thereof shall, upon the effective date of
said  series,  be  deemed  to be included in and be a part of the Certificate of
Incorporation of the Corporation pursuant to the provisions the Delaware General
Corporation  Law.

Signed  on  December  30,  1999

                            HYPERDYNAMICS  CORPORATION
                            By:  /s/ Kent Watts
                               ----------------
                            Title:  President

Attest:
By:  /s/ Lewis Ball
Title:  Secretary



<PAGE>
     [CORPORATE SEAL]


THE STATE OF TEXAS     '
COUNTY  OF   HARRIS    '

     BEFORE  ME, the undersigned authority, on this day personally appeared Kent
Watts,  known  to  me to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration  therein  expressed.

     GIVEN  UNDER  MY  HAND  AND  SEAL of office this 30th day of December 1999.

[Notary  Seal]                         /s/  Osmeyda  G.  Canales
                                       NOTARY  PUBLIC  IN  AND  FOR
                                       THE  STATE  OF  TEXAS

THE STATE OF TEXAS     '
COUNTY  OF  HARRIS     '

     BEFORE ME, the undersigned authority, on this day personally appeared Lewis
Ball,  known  to  me  to be the person whose name is subscribed to the foregoing
instrument and acknowledged to me that he executed the same for the purposes and
consideration  therein  expressed.

     GIVEN  UNDER  MY  HAND  AND  SEAL of office this 30th day of December 1999.

[Notary  Seal]                         /s/ R. Pulpan
                                       NOTARY PUBLIC IN AND FOR
                                       THE STATE OF TEXAS


<PAGE>