Exhibit 4.02


                                 FX ENERGY, INC.


                     AMENDMENT TO ARTICLES OF INCORPORATION
               DESIGNATING RIGHTS, PRIVILEGES, AND PREFERENCES OF
                           SERIES "A" PREFERRED STOCK


         Pursuant to the provisions of the Nevada Revised Statutes, sections
78.195 and 78.1955, of the corporation laws of the state of Nevada, the
undersigned corporation hereby adopts the following Amendment to Articles of
Incorporation Designating Rights, Privileges, and Preferences of Series "A"
Preferred Stock (the "Designation"):

         FIRST: The name of the Corporation is FX Energy, Inc.

         SECOND: The following resolution amending the articles of incorporation
establishing a series of preferred stock designated as the "Series A
Participating Preferred Stock" consisting of 500,000 shares, par value $0.001,
was duly approved by the board of directors of the Corporation on April 1, 1997,
in accordance with the articles of incorporation of the Corporation and the
corporation laws of the state of Nevada:

RESOLVED, there is hereby created a series of preferred stock of the Corporation
to be designated as the "Series "A" Preferred Stock" consisting of 500,000
shares, par value $0.001, with the following powers, preferences, rights,
qualifications, limitations, and restrictions:

         1. Liquidation.

                  1.01 In the event of any voluntary or involuntary liquidation
         (whether complete or partial), dissolution, or winding up of the
         Corporation, the holders of the Series "A" Preferred Stock 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, an amount in cash equal to all unpaid dividends, whether or
         not previously declared, accrued thereon to the date of final
         distribution subject to the priority distribution required respecting
         any issued and outstanding shares of any series of preferred stock
         authorized prior to the date hereof plus an amount per share equal to
         100 times the aggregate amount to be distributed per share to the
         holders of shares of Common Stock of the Corporation. No distribution
         shall be made on any common stock or other subsequent series of
         preferred stock of the Corporation by reason of any voluntary or
         involuntary liquidation (whether complete or partial), dissolution, or
         winding up of the Corporation unless each holder of any Series "A"
         Preferred Stock shall have received all amounts to which such holder
         shall be entitled under this subsection 1.01.

                  1.02 If on any liquidation (whether complete or partial),
         dissolution, or winding up of the Corporation, the assets of the
         Corporation available for distribution to holders of Series "A"
         Preferred Stock shall be insufficient to pay the holders of outstanding
         Series "A" Preferred Stock the full amounts to which they otherwise
         would be entitled under subsection 1.01, the assets of the Corporation
         available for distribution to holders of Series "A" Preferred Stock
         shall be distributed to them pro rata on the basis of the number of
         shares of Series "A" Preferred Stock held by each such holder.

         2. Voting Rights. The Series "A" Preferred Stock shall be voted with
the Common Stock as a single class and shall not be entitled to vote as a
separate class, except to the extent that the consent of the holders of the
Series "A" Preferred Stock, voting as a class, is specifically required by the
provisions of the corporation laws of the state of Nevada, as now existing or as
hereafter amended. Each holder of Series "A" Preferred Stock shall be entitled
to 100 votes for each share of such stock held on all matters submitted to a
vote of the stockholders of the Corporation.

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         3. Dividends.

                  3.01 The Corporation shall pay to the holders of the Series
         "A" Preferred Stock out of the assets of the Corporation at any time
         available for the payment of dividends at the times and in the amounts
         provided for in this section 3.

                  3.02 Subject to the rights of the holders of any shares of any
         series of preferred stock (or any similar stock) ranking prior and
         superior to the Series "A" Preferred Stock with respect to dividends,
         the holders of the shares of Series "A" Preferred Stock shall be
         entitled to receive, in preference to the holders of Common Stock and
         any other junior stock, dividends payable on the dates on which a
         dividend or distribution on the Common Stock is payable (other than a
         dividend payable in Common Stock), commencing on the first date on
         which such a dividend is payable after the first issuance of a share or
         fraction of a share of Series "A" Preferred Stock, in an amount per
         share (rounded to the nearest cent) equal to 100 times the aggregate
         per share amount of all cash dividends and 100 times the aggregate per
         share amount (payable in kind) of all non-cash dividends or other
         distributions (other than a dividend payable in shares of Common Stock
         or a subdivision of the outstanding shares of Common Stock, by
         reclassification or otherwise) declared on the Common Stock since the
         immediately preceding dividend payment date on the Common Stock, or, if
         later, the first issuance of any share or fraction of a share of Series
         "A" Preferred Stock.

                  3.03 Any payment of dividends declared and due under this
         section 3 with respect to any shares of Series "A" Preferred Stock
         shall be made by means of a check drawn on funds immediately available
         for the payment thereof to the order of the record holder of such share
         at the address for such record holder shown on the stock records
         maintained by or for the Corporation, which check shall be mailed by
         United States first class mail, postage prepaid. Any such payment shall
         be deemed to have been paid by the Corporation on the date that such
         payment is deposited in the United States mail as provided above;
         provided, that in the event the check or other medium by which any
         payment shall be made shall prove not to be immediately collectible on
         the date of payment, such payment shall not be deemed to have been made
         until cash in the amount of such payment shall actually be received by
         the person entitled to receive such payment.

                  3.04 Registration of transfer of any share of Series "A"
         Preferred Stock on the stock records maintained by or for the
         Corporation to a person other than the transferor shall constitute a
         transfer of any right which the transferor may have had to receive any
         accrued but unpaid dividends as of the date of transfer, whether
         declared or undeclared, and the Corporation shall have no further
         obligation to the transferor with respect to such accrued and unpaid
         dividends. Any shares of Series "A" Preferred Stock represented by a
         new certificate issued to a new holder shall continue to accrue
         dividends as provided in this section 3.

         4. Certain Restrictions.

                  4.01 Whenever any dividends or other distributions payable on
         the Series "A" Preferred Stock as provided herein are in arrears, until
         all accrued and unpaid dividends and distributions, whether or not
         declared, on shares of Series "A" Preferred Stock outstanding shall
         have been paid in full, the Corporation shall not:

                           (a) declare or pay dividends on or make any other
                  distributions on any shares of stock ranking junior (either as
                  to dividends or upon liquidation, dissolution or winding up)
                  to the Series "A" Preferred Stock;

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                           (b) declare or pay dividends on or make any other
                  distributions on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series "A" Preferred Stock except
                  dividends paid ratably on the Series "A" Preferred Stock and
                  all such parity stock on which dividends are payable or in
                  arrears in proportion to the total amounts to which the
                  holders of all such shares are then entitled;

                           (c) redeem, purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon liquidation, dissolution or winding up) to
                  the Series "A" Preferred Stock, provided that the Corporation
                  may at any time redeem, purchase or otherwise acquire shares
                  of any such junior stock in exchange for shares of any stock
                  of the Corporation ranking junior (both as to dividends and
                  upon liquidation, dissolution or winding up) to the Series "A"
                  Preferred Stock; or

                           (d) redeem, purchase or otherwise acquire for
                  consideration shares of Series "A" Preferred Stock, or any
                  shares of stock ranking on a parity (either as to dividends or
                  upon liquidation, dissolution or winding up) with the Series
                  "A" Preferred Stock, except in accordance with a purchase
                  offer made in writing or by publication (as determined by the
                  Board of Directors) to all holders of Series "A" Preferred
                  Stock and other such shares (if any) upon such terms as the
                  Board of Directors, after consideration of the respective
                  annual preferences of the respective series and classes, shall
                  determine in good faith will result in fair and equitable
                  treatment among the respective series or classes.

         5. Redemption. The Corporation shall not have the right to redeem
shares of Series "A" Preferred Stock.

         6. Additional Provisions.

                  6.01 No change in the provisions of the Series "A" Preferred
         Stock set forth in this Designation affecting any interests of the
         holders of any shares of Series "A" Preferred Stock shall be binding or
         effective unless such change shall have been approved or consented to
         by the holders of a majority of the Series "A" Preferred Stock in the
         manner provided in the corporation laws of the state of Nevada, as the
         same may be amended from time to time.

                  6.02 A share of Series "A" Preferred Stock shall be
         transferable only on the books of the Corporation maintained at its
         principal office, on delivery thereof duly endorsed by the holder or by
         his duly authorized attorney or representative or accompanied by proper
         evidence of succession, assignment, or authority to transfer. In all
         cases of transfer by an attorney, the original letter of attorney, duly
         approved, or an official copy thereof, duly certified, shall be
         deposited and remain with the Corporation. In case of transfer by
         executors, administrators, guardians, or other legal representatives,
         duly authenticated evidence of their authority shall be produced and
         may be required to be deposited and remain with the Corporation in its
         discretion. On any registration or transfer, the Corporation shall
         deliver a new certificate representing the share of Series "A"
         Preferred Stock so transferred to the person entitled thereto.

                  6.03 Any notice required or permitted to be given to the
         holders of the Series "A" Preferred Stock under this Designation shall
         be deemed to have been duly given if mailed by first class mail,
         postage prepared to such holders at their respective addresses
         appearing on the stock records maintained by or for the Corporation and
         shall be deemed to have been given as of the date deposited in the
         United States mail.

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         THIRD: This amendment was duly adopted by the board of directors
without shareholder action, and shareholder action was not required.

         FOURTH: This amendment does not alter the preferences, limitations, or
relative rights granted to or imposed upon any wholly unissued class of shares
or any wholly unissued series of any class of shares.


         IN WITNESS WHEREOF, the foregoing Amendment to Articles of
Incorporation Designating Rights, Privileges, and Preferences of Series "A"
Preferred Stock of the Corporation has been executed this 11th day of April,
1997, by the undersigned, who affirms and acknowledges, under penalties of
perjury, that the foregoing is the undersigned's act and deed and that the facts
stated herein are true.




ATTEST:                                            FX Energy, Inc.

By  /s/ Scott J. Duncan                            By /s/ David N. Pierce
   -------------------------------------             ---------------------------
   Scott J. Duncan, Assistant Secretary               David N. Pierce, President




STATE OF UTAH                       )
                                    : ss
COUNTY OF ___________               )


         On April 14, 1997, before me, the undersigned, a notary public in and
for the above county and state, personally appeared David N. Pierce and Scott J.
Duncan, who being by me duly sworn, did state, each for themselves, that he,
David N. Pierce, is the president, and that he, Scott J. Duncan, is the
assistant secretary, of FX Energy, Inc., a Nevada corporation, and that the
foregoing Designation of Rights, Privileges, and Preferences of Series A
Preferred Stock of FX Energy, Inc. was signed on behalf of such corporation by
authority of a resolution of its board of directors, and that the statements
contained therein are true.

         WITNESS MY HAND AND OFFICIAL SEAL.

                                            Robin E. Collier
                                            ------------------------------------
                                            Notary Public
                                            Address: 3020 South Highland Drive
My commission expires:
11-20-2000

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