4.3  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 B
Preferred  Stock.

                            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 B 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 B
Preferred  Stock:

     RESOLVED, that two-thousand seven-hundred twenty-five (2,725) of the twenty
million  (20,000,000)  authorized  shares  of Preferred Stock of the Corporation
shall  be  designated  Series B Preferred Stock (the "Series B Preferred Stock")
and  shall  possess  the  rights  and  privileges  set  forth  below:

A.   Values  and  Seniority.
     ----------------------

1.   Each  share  of  Series  B 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  B  Preferred Stock shall be offered at a purchase price of One
     Thousand  Dollars  ($1,000.00)  per  share  in  cash  or  in-kind.

3.   Certificates  representing the shares of Series B Preferred Stock purchased
     shall  be  issued by the Corporation to the purchasers immediately upon the
     delivery  of  the  consideration  therefore  to  the  Corporation.

4.   Series  B  Preferred  Stock is junior in all respects to Series A Preferred
     Stock.


<PAGE>
B.   Dividends.
     ----------

1.   Amount  and Payment of Dividend. Subject to the limitations hereinafter set
     forth, the holders of Series B 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 B
     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.

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  B  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 B 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 B
     Preferred  Stock  as  to  dividends).

3.   No  Interest  on  Accrued  Dividends. Any accumulations of dividends on the
     Series  B  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 B 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  B  Preferred  Stock,  but after the payment of the liquidation
     preference  of  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 B Preferred Stock


<PAGE>
     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 B Preferred Stock and the holders of any
     other  series  of  Preferred Stock with liquidation preference equal to the
     liquidation preference of the Series B Preferred Stock shall receive all of
     the  assets  of  the  Corporation  available for distribution and each such
     holder  of  shares  of  the Series B Preferred Stock and the holders of any
     other  series of Preferred Stock with a liquidation preference equal to the
     liquidation preference of the Series B Preferred Stock shall share rat ably
     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 B
     Preferred  Stock  of  the  full  amount to which they shall be entitled, as
     aforesaid,  the  holders of shares of the Series B 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.

D.   Conversion  of  Series B Preferred Stock. The holders of Series B Preferred
Stock  shall  have  the  following  conversion  rights:

1.   Right to Convert. Series B Preferred Stock shall be convertible at any time
     into  common  stock  of  the  Corporation  at  the  Conversion  Price  of:

     the  lesser  of

     a)  $0.135  per  share  of  common  stock  of  the  Corporation,  or

     b)  50%  of the closing bid price for the Company's common stock on the day
     of  conversion.

2.   Mechanics  of  Conversion.  Each  holder  of  Series  B Preferred Stock who
     desires  to  convert  the  same  into  shares of Common Stock shall provide
     notice ("Conversion Notice") and properly endorsed certificates of Series B
     Preferred  Stock  to  the  Corporation.  The date upon which the Conversion
     Notice  and properly endorsed certificates are received by the Corporation,
     shall  be  the  record  date  for  the  conversion.

3.   No  Fractional  Shares. No fractional shares of common stock will be issued
     upon conversion. Fractional shares shall be disregarded when issuing shares
     of  Common  Stock  upon  conversion.

4.   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 B 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 B 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  B  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 a number of shares as shall be sufficient for such
     purpose.


<PAGE>
5.   Adjustment  to  Conversion  Price.

     (a)  If, prior to the conversion of all shares of Series B 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.

     (b)  If, prior to the conversion of all shares of Series B 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 B Preferred Stock shall thereafter have the right to
     purchase and receive upon conversion of shares of Series B 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 B 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  B  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 B
     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 B Preferred Stock such
     shares  of  stock  and/or  securities  as, in accordance with the foregoing
     provisions,  the holders of the Series B Preferred Stock may be entitled to
     purchase.

E.   Voting.  Each  share  of  Series  B Preferred  Stock  shall have the voting
power  equivalent  to  7,408  shares of common stock, and may vote on any matter
that  common  stock  may  vote on.  The Corporation shall provide holders of the
Series  B  Preferred  Stock  ("Holders") with notification of any meeting of the
common  stock  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


<PAGE>
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.
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 B 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  B  Preferred Stock (except as otherwise may be required
under  Delaware  law) shall constitute the approval of such action by the class.
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 B 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 B Preferred
Stock:

          (a)  alter  or  change  the  rights,  preferences or privileges of the
     Series  B  Preferred Stock so as to affect adversely the Series B 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 B 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 B Preferred Stock or change the Stated Value
     thereof;

          (c)  do  any  act  or  thing  not  authorized  or contemplated by this
     Designation  Certificate  which  would result in taxation of the holders of
     shares  of  the  Series B 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 prior to
     such  merger  and continuing as an authorized class after the time thereof.

G.   Status of  Converted  Stock.  In the event any shares of Series B 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  B  Preferred  Stock.


<PAGE>
H.   Taxes.  All  shares  of  Common  Stock issued  upon  conversion of Series B
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 B 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 B 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>
     FURTHER  RESOLVED,  that  the  statements  contained  in  the  foregoing
     resolutions  creating and designating the said Series B 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  _______________  _____,  2001.

               HYPERDYNAMICS  CORPORATION


               By:  _________________________________
                         Kent  Watts,  President


Attest:
By:  __________________________________
Lewis  Ball,  Secretary



<PAGE>
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  ________day  of
___________________  2001.



                 ___________________________________________
                                                    NOTARY  PUBLIC  IN  AND  FOR
                                                    THE  STATE  OF  TEXAS

MY  COMMISSION  EXPIRES  ON  _____________________



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  ________day  of
___________________  2001.



                 ___________________________________________
                                                    NOTARY  PUBLIC  IN  AND  FOR
                                                    THE  STATE  OF  TEXAS

MY  COMMISSION  EXPIRES  ON  _____________________


<PAGE>