EXHIBIT 3.1.2


STATE  OF  DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM
01/21/1997  971020662  -  2402791
STATE OF DELAWARE CERTIFICATE OF AMENDMENT
OF CERTIFICATE  OF  INCORPORATION

RAM-Z  ENTERPRISES,  INC.,  a  corporation  organized  and existing under and by
virtue  of  the  General  Corporation  Law  of  the  State  of  Delaware.

DOES  HEREBY  CERTIFY:

FIRST:  That  at  a meeting of the board of Directors of RAM-Z ENTERPRISES, INC.
resolutions  were  duly  adopted  setting  forth  a  proposed  amendment  of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable  and  calling  a  meeting  of the stockholders of said corporation for
consideration  thereof.  The  resolution setting forth the proposed amendment is
as  follows:

RESOLVED,  that  the Certificate of Incorporation of this corporation be amended
by  changing  the Article thereof numbered "Article I" so that, as amended, said
Article  shall  be  and  read  as  follows:

The  name  of  the  corporation  is  HyperDynamics  Corporation.

SECOND:  that  thereafter,  pursuant  to resolution of its Board of Directors, a
meeting  of  the  stockholders of said corporation was duly called and held upon
notice  in  accordance  with  Section  222 of the General Corporation Law of the
State of Delaware at which meeting the necessary number of shares as required by
statute  were  voted  in  favor  of  the  amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of
Section  242  of  the  General  Corporation  Law  of  the  State  of  Delaware.

FOURTH:  That  the  capital of said corporation shall not be reduced under or by
reason  of  said  amendment.


<PAGE>
IN WITNESS WHEREOF, said RAM-Z ENTERPRISES, INC.  has caused this certificate to
be signed by GREGORY J.  MICEK, an authorized Officer, this 18th day of January,
1997.


By:  /s/  GREGORY  J.  MICEK
------------------------------------
Gregory  J.  Micek,  President


Attested  By:  /s/  LEWIS  E.  BALL
-----------------------------------
Lewis  E.  Ball,  Secretary

ACKNOWLEDGMENT
--------------


THE  STATE  OF  TEXAS  Section
Section
COUNTY  OF  HARRIS  Section

BEFORE ME, the undersigned authority, on this day personally appeared GREGORY J.
MICEK,  President of RAM-Z ENTERPRISES, INC.  known to me to be the person whose
name  is  prescribed  to the foregoing instrument and acknowledged to me that he
executed the same in the capacity and for the purposes and consideration therein
expressed.

Given  under  my  hand and seal of office on this the 18th day of January, 1997.


/s/  JOHN  C.  GOSS
------------------------------------
Notary  Public  in  and  for
the  State  of  TEXAS

My  Commission  Expires:  09-30-2000
------------------------------------
[NOTARY  SEAL]  JOHN  C.  GOSS
Notary  Public  in  and
for  the  State  of  Texas
My  Commission  Expires
September  30,  2000


<PAGE>
-------------------------------------
THE  STATE  OF  TEXAS  Section
Section
COUNTY  OF  HARRIS  Section


BEFORE  ME,  the undersigned authority, on this day personally appeared LEWIS E.
BALL,  Secretary  of RAM-Z ENTERPRISES, INC.  known to me to be the person whose
name  is  subscribed  to the foregoing instrument and acknowledged to me that he
executed the same in the capacity and for the purposes and consideration therein
expressed.

Given  under  my  hand and seal of office on this the 18th day of January, 1997.

/s/  JOHN  C.  GOSS
------------------------------------
Notary  Public  in  and  for
the  State  of  TEXAS

My  Commission  Expires:  09-30-2000

------------------------------------
[NOTARY  SEAL]  JOHN  C.  GOSS
Notary  Public  in  and
for  the  State  of  Texas
My  Commission  Expires
September  30,  2000
------------------------------------