EXHIBIT 3.4

              AMENDMENT TO BUYER'S TERMS AND CONDITIONS OF PURCHASE


This  is  to  evidence  an  Agreement  by  and  between  The  Oil  &  Gas  Asset
Clearinghouse,  L.P. by its General Partner, The Petroleum Clearninghouse,  Inc.
("The  Clearinghouse") and Arena Resources Inc. ("Buyer") to amend  the  Buyer's
Terms and Conditions of Purchase ("Buyer's Agreement") entered into between  The
Clearinghouse and Buyer relative to Buyer's participation in an auction  of  oil
and  gas  properties  known as Sale No. 176C conducted by The  Clearinghouse  on
August  15,  2002  ("the  Sale"). Only to the extent of  Lot  No.  92  ("Subject
Property")  which  buyer  successfully  submitted  a  high  bid  of  $827,500.00
("Purchase  Price"),  it is hereby agreed that paragraph 3.  SETTLEMENT  of  the
Buyer's Agreement shall be amended as follows:

Notwithstanding anything to the contrary contained in the Buyer's Agreement  and
in lieu of the requirement to make full payment of the Purchase Price on the day
of  the Sale, Buyer shall immediately pay or make arrangements to pay to Compass
Bank,  as  escrow agent, a performance deposit in the amount of  twenty  percent
(20%)  of  the  Purchase  Price  ($165,500.00)  ("Performance  Deposit").   THIS
PERFORMANCE  DEPOSIT IS SOLELY TO ASSURE THE PERFORMANCE OF  BUYER  PURSUANT  TO
THTE  TERMS AND CONDITIONS OF THE BUYER'S AGREEMENT AND IS A CCEPTED  BY  SELLER
AND THE CLEARINGHOUSE SUBJECT TO BUYER'S FULL ACKNOWLEDGEMENT THAT THE TERMS AND
CONDITIONS  OF  ALL CONVEYANCING DOCUMENTS AND THE AMOUNT OF THE PURCHASE  PRICE
ARE NON-NEGOTIABLE.

The  Purchase Price shall be paid in full on the later of (i) on or before  2:00
p.m.  CST  on  July  30, 2002 or (ii) within three (3) business  days  following
notification from The Clearinghouse or the Seller that any preferential  rights,
right  of first refusal, right of consent or other right has been either  waived
or the required response time has elapsed. At such time as the Purchase Price is
received  in full by Compass Bank, as escrow agent, as provided for in paragraph
3  of  the  Buyer's  Agreement, The Clearinghouse shall return  the  Performance
Deposit,  without  interest,  within three (3) banking  days  after  receipt  of
written  notice thereof. IF PAYMENT IN FULL OF THE PURCHASE PRICE IS NOT  TIMELY
RECEIVED  OR SHOULD BUYER REFUSE OR BE UNABLE FOR ANY REASON (INCLUDING  FAILURE
TO OBTAIN FINANCING) TO CLOSE ON THE TRANSACITON IN ACCORDANCE WITH THE TERMS OF
THE  BUYER'S AGREEMENT, AS AMENDED HEREBY, AND/OR PROPERLY EXECUTE THE  ORIGINAL
ASSIGNMENT(S)  AND OTHER DOCUMENTS NECESSARY TO CONSUMMATE THE TRANSFER  OF  THE
SUBJECT  PROPERTY PURSUANT TO PARAGRAPH 4 OF THE BUYER'S AGREEMENT,  SELLER  MAY
RETAIN THE PERFORMANCE DEPOST AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY.

In  the  event  that  a third party having preferential right  to  purchase  the
subject property, exercises such right, then The Clearinghouse shall refund  the
Performance  Deposit  to Buyer within five (5) business  days  from  receipt  of
notice that such right has been exercised. Except as to the amendment of payment
procedures  as  provided hereinabove, all of the terms  and  conditions  of  the
Buyer's Agreement shall remain unchanged.


ACCEPTED AND AGREED TO THIS 15 DAY OF JULY, 2002.

ARENA RESOURCES INC              THE OIL & GAS ASSET CLEARINGHOUSE, L.P.
                                 By  its  General Partner The Petroleum
                                  Clearinghouse, Inc.


/s/  Stanley McCabe               /s/  Ronald K. Barnes

By:    Stanley McCabe            By:    Ronald K. Barnes
Title: Chairman of the Board     Title: Sr. Vice President Business Development