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EXHIBIT 3.2 AMENDED ARTICLES OF INCORPORATION

                                 TESCORP, INC.

                             ARTICLES OF AMENDMENT


         Pursuant to the provisions of Article 4.04 of the Texas Business
Corporations Act, the undersigned corporation adopts the following Articles of
Amendment to its Restated Articles of Incorporation:


                                  SECTION ONE

         The name of the corporation is Tescorp, Inc.


                                  SECTION TWO

         This amendment (the "AMENDMENT") to the Restated Articles of
Incorporation has been effected in conformity with the provisions of the Texas
Business Corporations Act ("TBCA"), and was duly adopted by the shareholders of
the corporation on the 12th day of December 1995.


                                 SECTION THREE

         The aggregate number of authorized shares of stock of the corporation
prior to the Amendment was 30,000,000; the aggregate number of shares
outstanding and entitled to vote on the Amendment to the Restated Articles of
Incorporation was 12,668,297;  the aggregate number of shares voted for such
Amendment was 8,963,441.  The aggregate number of shares voted against such
Amendment was 72,360.

         The number of authorized shares of Common Stock was 25,000,000; the
number of shares of Common Stock outstanding and entitled to vote on the
Amendment was 11,974,433; the number of shares of Common Stock voted for such
Amendment was 8,437,372; and the number of shares of Common Stock voted against
such Amendment was 53,552.

         The number of authorized shares of Preferred Stock was 5,000,000;  the
number of shares of Preferred Stock outstanding and entitled to vote on the
Amendment was 693,864; the number of shares of Preferred Stock voted for such
Amendment was 526,069; and the number of shares of Preferred Stock voted
against such Amendment was 18,808.
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                                  SECTION FOUR

         Article Four is amended to increase the number of authorized shares of
the corporation's common stock, $.02 par value per share, from 25,000,000 to
50,000,000 and shall read in its entirety as follows:

                                 "ARTICLE FOUR

                 The total number of shares of stock of all classes which the
         Corporation shall have authority to issue is 55,000,000 shares,
         divided into 50,000,000 shares of Common Stock, $.02 par value per
         share ("Common Stock"), and 5,000,000 shares of Preferred Stock, $1.00
         par value per share ("Preferred Stock").  The Preferred Stock may be
         divided into and issued, at any time and from time to time, in one or
         more series as the Board of Directors shall determine pursuant to the
         authority hereby vested in it.  The Board of Directors shall have the
         authority to establish series of unissued shares of Preferred Stock,
         at any time and from time to time, by adopting one or more resolutions
         designating the series and fixing and determining the relative rights
         and preferences of shares of the series within the limitations of the
         TBCA and the articles of incorporation and to increase or decrease the
         number of shares within each such series;  provided, however, that the
         Board of Directors may not decrease the number of shares within a
         series to less than the number of shares within such series that are
         then issued.  All shares of each series of Preferred Stock shall be
         identical except for the relative rights and preferences which may be
         varied between series as determined by the Board of Directors in
         accordance with the TBCA by resolutions adopted pursuant to the
         authority hereby vested in it, including without limitation the
         following:

                          (a)     the number of shares constituting the series
                 and the distinctive designation of that series;

                          (b)     the dividend rate on shares of the series,
                 the dividend payment dates, whether dividends shall be
                 cumulative (and, if so, from which date or dates), and the
                 relative rights of priority, if any, of payment of dividends
                 on shares of the series;

                          (c)     the price payable upon redemption of shares
                 of the series and the terms and conditions on which such
                 shares may be redeemed;

                          (d)     the amount payable to the holders of shares
                 of the series upon any voluntary or involuntary liquidation of
                 the Corporation;

                          (e)     the provisions of the sinking fund, if any,
                 for the redemption or purchase of shares of the series;



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                          (f)     the terms and conditions, if any, on which
                 such shares may be converted into or exchanged for other
                 securities, property or indebtedness of the Corporation;

                          (g)     the voting rights, if any, of the shares of
                 the series; and

                          (h)     any other special rights and qualifications,
                 limitations or restrictions permitted by law to be granted to
                 or imposed on the series.

                 The Common Stock shall be subject and subordinate to the
         rights, privileges and preferences of any series of Preferred Stock to
         the extent set forth in the resolution adopted by the Board of
         Directors establishing the series."


Dated:  February 28, 1996.



                                              /s/ JACK S. GRAY, JR.    
                                                  ---------------------------
                                                  Jack S. Gray, 
                                                  President





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