EXHIBIT 3.1.3


STATE  OF  DELAWARE
SECRETARY  OF  STATE
DIVISION  OF  CORPORATIONS
FILED  09:00  AM  09/20/1999
991395456  -  2402791

CERTIFICATE  OF  AMENDMENT
OF
CERTIFICATE  OF  INCORPORATION
OF
HYPERDYNAMICS  CORPORATION

Hyperdynamics  Corporation,  a  corporation  organized and existing under and by
virtue  of  the  General  Corporation  Law  of  the  State  of  Delaware,

DOES  HEREBY  CERTIFY:

FIRST:  That the Board of Directors of said corporation by the unanimous written
consent of its members, filed with the minutes of the Board, adopted resolutions
proposing and declaring advisable the following amendments to the Certificate of
Incorporation  of  said  corporation:

RESOLVED,  that the Certificate of Incorporation of Hyperdynamics Corporation be
amended  by  adding  the  following  to  the  Fourth  Article  thereof:

Article  IV  of  the  Company's  Articles of Incorporation is amended to add new
sections  (b)  and  (c)  as  follows:

ARTICLE  IV

"(b)  The  aggregate  number  of shares of preferred stock which the corporation
shall have authority to issue is twenty million (20,000,000) shares of preferred
stock,  par  value of $0.001.  No share of preferred stock shall be issued until
it  has  been  paid  for  and  it  shall  thereafter  be  non-assessable

(c)  The  Preferred  Stock may be divided into and issued in one or more series.
The  preferences,  limitations,  and  relative rights of the Preferred Stock may
vary between series in any and all respects, but shall not vary within a series.
The  Board  of  Directors may establish one or more series of unissued shares of
the  Preferred  Stock  and  fix  and determine the preferences, limitations, and
relative  rights  of  any  series  to  the  fullest  extent set forth herein and
permitted by Delaware law, as now or hereafter in force.  The Board of Directors
may  increase  or  decrease  the  number  of  shares  within  each  such


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series;  provided,  however,  that  the  Board of Directors may not decrease the
number  of  shares within a series below the number of shares within such series
that  is  then issued.  The preferences, limitations, and relative rights of any
Preferred Stock to be issued shall be fixed by the Board of Directors adopting a
resolution  or  resolutions  to  such effect and filing a statement with respect
thereto  as  required  by  Delaware  law."

SECOND:  That  at  a  meeting and vote of stockholders on August 26, 1999, these
amendments  were  duly  adopted  in accordance with S222 and S242 of the General
Corporation  Law  of  the  State  of  Delaware.

 IN  WITNESS WHEREOF, said Hyperdynamics Corporation has caused this certificate
to  be  signed  by  Kent  Watts,  its  President and attested by Ted Tarver, its
Assistant  Secretary,  this  20th  day  of  September  1999.

Hyperdynamics  Corporation

By:  /s/  Kent  Watts
----------------------------------
Kent  Watts,  President

ATTEST:

By:  /s/  Ted  Tarver
----------------------------------
Ted  Tarver,  Assistant  Secretary

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 the executed the same for the purposes
and  consideration  therein  expressed.

GIVEN  UNDER  MY  HAND  AND  SEAL  of  office  this  2nd  day  of  Sept.  1999.

/s/  Esther  Ruiz
-----------------
NOTARY  PUBLIC  IN  AND  FOR
THE  STATE  OF  TEXAS

[STAMP  OF  ESTHER  RUIZ  NOTARY  PUBLIC  SATE  OF  TEXAS]

THE  STATE  OF  TEXAS  |


<PAGE>
COUNTY  OF  HARRIS  |

BEFORE  ME,  the  undersigned  authority,  on  this  day personally appeared Ted
Tarver,  known  to me to be the person whose name is subscribed to the foregoing
instrument  and  acknowledged  to me that the executed the same for the purposes
and  consideration  therein  expressed.

GIVEN  UNDER  MY  HAND  AND  SEAL  of  office  this  2nd  day  of  Sept.  1999.

/s/  Esther  Ruiz
-----------------
NOTARY  PUBLIC  IN  AND  FOR
THE  STATE  OF  TEXAS

[STAMP  OF  ESTHER  RUIZ  NOTARY  PUBLIC  SATE  OF  TEXAS]