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                                                                    EXHIBIT 3.2

                             ARTICLES OF AMENDMENT

                                     OF THE

                 AMENDED AND RESTATED ARTICLES OF INCORPORATION

                                       OF

                       UNION PACIFIC RESOURCES GROUP INC.


         Union Pacific Resources Group Inc. submits these articles of amendment 
pursuant to the provisions of sections 16-10a-1006 and 16-10a-603 of the Utah
Revised Business Corporation Act:

         1.       The name of the corporation is Union Pacific Resources Group 
Inc. (the "Corporation").

         2.       The Corporation's amended and restated articles of 
incorporation have been amended to create a series of the Preferred Stock of
the Corporation and to designate the preferences, limitations, and relative
rights of such series, all as set forth in Exhibit A attached hereto (the
"Amendment").

         3.       The Amendment was adopted by the Corporation's board of 
directors on October 28, 1996.

         4.       The Amendment was duly adopted by the Corporation's board of 
directors without shareholder action and shareholder action was not required.

         5.       The Amendment does not alter or revoke 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 of the
Corporation.

         EXECUTED on the 5th day of November, 1996.



                                     By:   /s/ Joseph A. Lasala, Jr.
                                           -------------------------------------
                                     Name: Joseph A. Lasala, Jr.
                                           -------------------------------------
                                     Title:  Vice President and General Counsel
                                           -------------------------------------
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                                                                      EXHIBIT A


                    RESOLUTION OF THE BOARD OF DIRECTORS OF
                       UNION PACIFIC RESOURCES GROUP INC.
                          ESTABLISHING AND DESIGNATING
                 SERIES A JUNIOR PARTICIPATING PREFERRED SHARES
                       AS A SERIES OF THE PREFERRED STOCK


                  RESOLVED, that pursuant to the authority expressly vested in
the Board of Directors of Union Pacific Resources Group Inc. (the
"Corporation") by Article III of the Amended and Restated Articles of
Incorporation of the Corporation, the Board of Directors hereby fixes and
determines the voting rights, designations, preferences, qualifications,
privileges, limitations, restrictions, options, conversion rights and other
special or relative rights of the first series of the Preferred Stock, which
shall consist of 3,000,000 shares and shall be designated as Series A Junior
Participating Preferred Shares (the "Series A Preferred Shares").

Special Terms of the Series A Preferred Shares

                  SECTION 1.  Dividends and Distributions.

                  (a) The rate of dividends payable per share of Series A
Preferred Shares on the first day of January, April, July and October in each
year or such other quarterly payment date as shall be specified by the Board of
Directors (each such date being referred to herein as a "Quarterly Dividend
Payment Date"), commencing on the first Quarterly Dividend Payment Date after
the first issuance of a share or fraction of a share of the Series A Preferred
Shares, shall be (rounded to the nearest cent) equal to the greater of (i)
$4.00 or (ii) subject to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash dividends, and 100 times
the aggregate per share amount (payable in cash, based upon the fair market
value at the time the non-cash dividend or other distribution is declared or
paid as determined in good faith by the Board of Directors) 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 of the Corporation
since the immediately preceding Quarterly Dividend Payment Date, or, with
respect to the first Quarterly Dividend Payment Date, since the first issuance
of any share or fraction of a share of the Series A Preferred Shares. Dividends
on the Series A Preferred Shares shall be paid out of funds legally available
for such purpose. In the event the Corporation shall at any time after October
28, 1996 (the "Rights Declaration Date") (i) declare any dividend on Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding shares
of Common Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares, then in each such case the amounts to which holders
of Series A Preferred Shares were entitled immediately prior to such event
under clause (ii) of the preceding sentence shall be adjusted by


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multiplying each such amount by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (b) Dividends shall begin to accrue and be cumulative on
outstanding Series A Preferred Shares from the Quarterly Dividend Payment Date
next preceding the date of issue of such Series A Preferred Shares, unless the
date of issue of such shares is prior to the record date for the first
Quarterly Dividend Payment Date, in which case dividends on such shares shall
begin to accrue from the date of issue of such shares, or unless the date of
issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of Series A Preferred Shares entitled to
receive a quarterly dividend and before such Quarterly Dividend Payment Date,
in either of which events such dividends shall begin to accrue and be
cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the Series A Preferred
Shares in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a
share-by-share basis among all such shares at the time outstanding.

                  SECTION 2.  Voting Rights.  In addition to any other voting 
rights required by law, the holders of Series A Preferred Shares shall have the
following voting rights:

                  (a) Subject to the provision for adjustment hereinafter set
forth, each Series A Preferred Share shall entitle the holder thereof to 100
votes on all matters submitted to a vote of the shareholders of the
Corporation. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
then in each such case the number of votes per share to which holders of Series
A Preferred Shares were entitled immediately prior to such event shall be
adjusted by multiplying such number by a fraction the numerator of which is the
number of shares of Common Stock outstanding immediately after such event and
the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  (b) In the event that dividends upon the Series A Preferred
Shares shall be in arrears to an amount equal to six full quarterly dividends
thereon, the holders of such Series A Preferred Shares shall become entitled to
the extent hereinafter provided to vote noncumulatively at all elections of
directors of the Corporation, and to receive notice of all shareholders'
meetings to be held for such purpose. At such meetings, to the extent that
directors are being elected, the holders of such Series A Preferred Shares
voting as a class shall be entitled solely to elect two members of the Board of
Directors of the Corporation; and all other directors of the Corporation shall
be elected by the other shareholders of the Corporation entitled to vote in the
election of directors. Such voting rights of the holders of such Series A
Preferred Shares shall continue until all accumulated and unpaid dividends
thereon shall have been paid or funds sufficient therefor set aside, whereupon
all such voting rights of the holders of shares of such series shall cease,


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subject to being again revived from time to time upon the reoccurrence of the
conditions above described as giving rise thereto.

                  At any time when such right to elect directors separately as
a class shall have so vested, the Corporation may, and upon the written request
of the holders of record of not less than 20% of the then outstanding total
number of shares of all the Series A Preferred Shares having the right to elect
directors in such circumstances shall, call a special meeting of holders of
such Series A Preferred Shares for the election of directors. In the case of
such a written request, such special meeting shall be held within 90 days after
the delivery of such request, and, in either case, at the place and upon the
notice provided by law and in the bylaws of the Corporation; provided, that the
Corporation shall not be required to call such a special meeting if such
request is received less than 120 days before the date fixed for the next
ensuing annual or special meeting of shareholders of the Corporation. Upon the
mailing of the notice of such special meeting to the holders of such Series A
Preferred Shares, or, if no such meeting be held, then upon the mailing of the
notice of the next annual or special meeting of shareholders for the election
of directors, the number of directors of the Corporation shall, ipso facto, be
increased to the extent, but only to the extent, necessary to provide
sufficient vacancies to enable the holders of such Series A Preferred Shares to
elect the two directors hereinabove provided for, and all such vacancies shall
be filled only by vote of the holders of such Series A Preferred Shares as
hereinabove provided. Whenever the number of directors of the Corporation shall
have been increased, the number as so increased may thereafter be further
increased or decreased in such manner as may be permitted by the bylaws and
without the vote of the holders of Series A Preferred Shares, provided that no
such action shall impair the right of the holders of Series A Preferred Shares
to elect and to be represented by two directors as herein provided.

                  So long as the holders of Series A Preferred Shares are
entitled hereunder to voting rights, any vacancy in the Board of Directors
caused by the death or resignation of any director elected by the holders of
Series A Preferred Shares shall, until the next meeting of shareholder for the
election of directors, in each case be filled by the remaining director elected
by the holders of Series A Preferred Shares having the right to elect directors
in such circumstances.

                  Upon termination of the voting rights of the holders of any
series of Series A Preferred Shares the terms of office of all persons who
shall have been elected directors of the Corporation by vote of the holders of
Series A Preferred Shares or by a director elected by such holders shall
forthwith terminate.

                  (c) Except as otherwise provided in these articles of
incorporation or by law, the holders of Series A Preferred Shares and the
holders of Common Stock (and the holders of shares of any other series or class
entitled to vote thereon) shall vote together as one class on all matters
submitted to a vote of shareholders of the Corporation.

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                  SECTION 3. Reacquired Shares. Any Series A Preferred Shares
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued Preferred
Stock and may be reissued as part of a new series of Preferred Stock to be
created by resolution or resolutions of the Board of Directors.

                  SECTION 4. Liquidation, Dissolution or Winding Up. In the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Corporation, the holders of Series A Preferred Shares shall be entitled to
receive the greater of (a) $100 per share, plus accrued dividends to the date
of distribution, whether or not earned or declared, or (b) an amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of Common
Stock. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
then in each such case the amount to which holders of Series A Preferred Shares
were entitled immediately prior to such event pursuant to clause (b) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                  SECTION 5. Consolidation, Merger, etc. In case the
Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other property, then in any
such case the Series A Preferred Shares shall at the same time be similarly
exchanged or changed in an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the
case may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time after the Rights
Declaration Date (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding shares of Common Stock, or (iii)
combine the outstanding shares of Common Stock into a smaller number of shares,
then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of Series A Preferred Shares shall
be adjusted by multiplying such amount by a fraction the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.

                  SECTION 6.  No Redemption.  The Series A Preferred Shares 
shall not be redeemable.

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                  SECTION 7. Ranking. The Series A Preferred Shares shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.

                  SECTION 8. Fractional Shares. Series A Preferred Shares may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Preferred Shares.


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