CERTIFICATE OF DESIGNATION

                                       OF

                            SERIES B PREFERRED STOCK

                                       OF

                      FORTUNE NATURAL RESOURCES CORPORATION


      FORTUNE NATURAL  RESOURCES  CORPORATION,  a Delaware  corporation,
DOES HEREBY CERTIFY:

      That, pursuant to authority conferred upon the Board of Directors of said
corporation by virtue of its certificate of incorporation as amended and in
accordance with the General Corporation Law of the State of Delaware, said Board
of Directors has duly adopted a resolution providing for the issuance of a
series of Preferred Stock, par value $1.00 per share, designated as Series B
Preferred Stock, which resolution reads as follows:

      "BE IT RESOLVED, that the Board of Directors (the "Board of Directors") of
FORTUNE NATURAL RESOURCES CORPORATION (the "Corporation") hereby authorizes the
issuance of a series of Preferred Stock and fixes its designation, powers,
preferences, conversions, relative, participating, optional or other special
rights, voting powers, restrictions, dividends, qualifications and terms and
conditions of redemption thereof, as follows:

     Section 1. Designation. The distinctive serial designation of said series
shall be "Series B Preferred Stock" (hereinafter called "Series B"). Each share
of Series B shall be identical in all respects with all other shares of Series
B.

     Section 2. Number of Shares. The number of shares in Series B shall
initially be 240,000, which number may from time to time be increased or
decreased (but not below the number thereof then outstanding) by the Board of
Directors. Shares of Series B that are redeemed, purchased or otherwise acquired
by the Corporation or converted into Common Stock shall be canceled and shall
revert to authorized but unissued shares of Preferred Stock undesignated as to
series.

     Section 3. Fixed Dividends. The holders of shares of Series B shall be
entitled to receive, from funds legally available therefor, cash dividends on a
cumulative basis at the rate of 10% per annum. The dividends shall be payable
quarterly on the second day of January, April, July, and October, in each
calendar quarter with respect to the quarterly dividend period (or portion
thereof) for the immediately preceding calendar quarter preceding such
respective dividend payment date, to holders of record on the respective date,
fixed for such purpose by the Board of Directors in advance of payment of each
particular dividend. Any quarterly dividends not paid when due will be accrued
and accumulate until paid. Dividends will be paid upon the effective date of any
conversion or redemption of the Series B.


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     So long as any share of Series B remains outstanding, no dividend whatever
shall be paid or declared and no distribution shall be made on any junior stock,
other than a dividend payable solely in junior stock, and no shares of junior
stock shall be purchased, redeemed or otherwise acquired for consideration by
the Corporation, directly or indirectly (other than as a result of a
reclassification of junior stock, or the exchange or conversion of one share of
junior stock in each case, for or into another share of junior stock, and other
than through the use of the proceeds of a substantially contemporaneous sale of
other shares of junior stock), unless all declared and unpaid dividends on all
outstanding shares of Series B for all past dividend periods shall have been
paid.

     Section 4.  Liquidation Rights. In the event of any voluntary liquidation,
dissolution or winding up of the affairs of the Corporation, the holders of
shares of Series B shall be entitled, before any distribution or payment is made
to the holders of any junior stock, to be paid in full an amount as a
liquidation preference equivalent to the redemption price in effect at the date
of such distribution as provided in Section 5 hereof.

     If such amount shall have been paid in full to all holders of shares of
Series B, the remaining assets of the Corporation shall be distributed among the
holders of junior stock, according to their respective rights and preferences
and in each case according to their respective numbers of shares. For the
purposes of this Section 4, the consolidation or merger of the Corporation with
any other corporation, or the sale of all or substantially all of the assets of
the Corporation, shall be deemed to constitute a liquidation, dissolution or
winding up of the Corporation.

     Section 5. Redemption. On the earlier of (i) 180 days after the date of
issuance of the Series B, or (ii) the funding of the Private Placement of the
Corporation's Series A Convertible Participating Preferred Stock ("Series A"),
the Corporation shall redeem in whole the shares of Series B at the time
outstanding at the redemption price as provided in this Section 5. The
redemption price for shares of Series B shall be $1 per share, together with any
accrued but unpaid dividends to the redemption date.

     Notice of every redemption of shares of Series B shall be mailed by first
class mail, postage prepaid, addressed to the holders of record of the shares to
be redeemed at their respective last addresses as they shall appear on the books
of the Corporation. Such mailing shall be a least 2 days and not more than 5
days prior to the date fixed for redemption. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly given,
whether or not the stockholder receives such notice, and failure duly to give
such notice by mail, or any defect in such notice, to any holder of shares of
Series B designated for redemption shall not affect the validity of the
proceedings for the redemption of any other shares of Series B.


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     If notice of redemption shall have been duly given, and if on or before the
redemption date specified therein all funds necessary for such redemption shall
have been set aside by the Corporation, separate and apart from its other funds,
in trust for the pro rata benefit of the holders of the shares called for
redemption, so as to be and continue to be available therefor, then,
notwithstanding that any certificate for shares so called for redemption shall
not have been surrendered for cancellation, on and after such redemption date,
all shares so called for redemption shall no longer be deemed outstanding and
all rights with respect to such shares shall forthwith on such redemption date
cease and terminate, except only the right of the holders thereof to receive the
amount payable on redemption thereof.

     Section 6. Voting Rights. Except as otherwise provided herein or by the
General Corporation Law of the State of Delaware, the holders shares of Series B
shall not have the right to vote or consent at meetings of the shareholders of
this Corporation.

     So long as any shares of Series B are outstanding, in addition to any other
vote or consent of stockholders required by law or by the certificate of
incorporation, the consent of the holders of at least 66 % of the shares of
Series B and of all other series of the Preferred Stock similarly entitled to
vote upon the matters specified in this paragraph at the time outstanding,
acting as a single class regardless of series, given in person or by proxy,
either in writing without a meeting or by vote at any meeting called for the
purpose, shall be necessary for effecting or validating:

           (i) Any amendment, alteration or repeal of any of the provisions of
      the certificate of incorporation, or of the by-laws, of the Corporation,
      which would alter or change the powers, preferences or special rights of
      the holder of the Series B and of all such other series of the Preferred
      Stock so as to affect them adversely; provided, however, that the
      amendment of the provisions of the certificate of incorporation so as to
      authorize or create, or to increase the authorized amount of, any junior
      stock or any shares of any class or series ranking on a parity with the
      shares of Series B and all such other series of the Preferred Stock shall
      not be deemed to affect adversely the powers, preferences or special
      rights of the holders of the shares of Series B and all such other series
      of the Preferred Stock; and provided, further, that if any such amendment,
      alteration or repeal would affect adversely any powers, preferences or
      special rights of the holders of the shares of Series B which are not
      enjoyed by some or all of the holders of the other series otherwise
      entitled to vote in accordance with this paragraph, the consent of the
      holders of at least 66 % of the shares of Series B and of all other series
      similarly affected, similarly given, shall be required in lieu of the
      consent of the holders of at least 66 % of the shares of Series B and of
      all other series of the Preferred Stock otherwise entitled to vote in
      accordance with this paragraph;

           (ii) The authorization or creation of, or the increase in the
      authorized amount of, any shares of any class or any security convertible
      into shares of any class ranking prior to the shares of Series B in the
      distribution of assets on any liquidation, dissolution, or winding up of
      the Corporation or in the payment of dividends; or


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           (iii)The merger or consolidation of the Corporation with or into any
      other corporation, unless the surviving or resulting corporation will
      thereafter have no class or series of shares and no other securities
      either authorized or outstanding ranking prior to the Series B in the
      distribution of assets on liquidation, dissolution or winding up or in the
      payment of dividends, except the same number of shares and the same amount
      of other securities with the same rights and preferences as the shares and
      securities of the Corporation respectively authorized and outstanding
      immediately preceding such merger or consolidation, and each holder of
      shares of Series B immediately preceding such merger or consolidation
      shall receive the same number of shares, with the same rights and
      preferences, of the surviving or resulting corporation;

provided , however, that no such consent of the holders of Series B shall be
required if, at or prior to the time when such amendment, alteration or repeal
is to take effect or when the issuance of any such prior shares or convertible
security or securities is to be made, or when such consolidation or merger,
purchase or redemption is to take effect, as the case may be, provision is made
for the redemption of all shares of Series B at the time outstanding.

     So long as any shares of Series B are outstanding, in addition to any other
vote or consent of stockholders required by law or by the certificate of
incorporation, the consent of the holders of at least a majority of the shares
of Series B given in person or by proxy, either in writing without a meeting or
by vote at any meeting called for the purpose, shall be necessary for effecting
or validating any increase or decrease (but not below the number of shares
thereof then outstanding) in the authorized number of shares of Series B, or the
authorization or creation of, or the increase in the authorized number of, any
shares of any class or series or any security convertible into shares of any
class or series ranking on a parity with the Series B in the distribution of
assets on any liquidation, dissolution or winding up of the Corporation or in
the payment of dividends; provided, however, that no such consent shall be
required if, at or prior to the time such increase, decrease, authorization or
creation of parity shares is to be made, provision is made for redemption of all
shares of Series B at the time outstanding.

Section 7. Other Rights.

      7.1  The shares of Series B shall not have any powers, preferences or
      relative, participating, optional or other special rights, or
      qualifications, limitations or restrictions thereof, other than as set
      forth herein.

      7.2  So long as shares of the Series B shall be outstanding, the
      Corporation shall not, without first obtaining the approval (by vote or
      written consent, as provided by law or by the Certificate of Incorporation
      or the Bylaws, each as amended from time to time) of the holders of more
      than fifty percent (50%) of the outstanding shares of the Series B:

           (a)  pay or declare any dividend on any shares of Series A Preferred
                Stock or Common Stock other than in accordance with the
                requirements hereof;

           (b)  sell, convey or otherwise dispose of, assets of the Corporation
                with a value over $20,000.00, unless the funds are used for the
                full redemption of the Series B shares;


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           (c)  adversely  alter or change the  rights,  preferences  or
                privileges of the Series B Preferred Stock; or

           (d)  create,  cause,  or  incur  any  Lien  upon  any  of its
                properties or assets.

Section 8.  Definition.  As used  herein  with  respect  to Series B, the
following term shall have the following meaning:

           (a)  The term "junior stock" shall mean the Common Stock, the Series
                A, and any other class or series of preferred stock of the
                Corporation hereafter authorized.

           (b)  "Lien" shall mean any lien, mortgage, security interest, tax
                lien, pledge, encumbrance, conditional sale or title retention
                arrangement, or any other interest in property designed to
                secure the repayment of any indebtedness, whether arising by
                agreement or under any statute or law, or otherwise



      IN WITNESS WHEREOF, FORTUNE NATURAL RESOURCES CORPORATION has caused this
certificate to be signed by Tyrone J. Fairbanks, its Chief Executive Officer,
this 13th day of February, 2002.



                               FORTUNE NATURAL RESOURCES CORPORATION


                               By:  /s/ Tyrone J. Fairbanks
                                   ---------------------------------

                               Name:  Tyrone J. Fairbanks

                               Title: Chief Executive Officer
                                      -----------------------------