ARTICLES OF AMENDMENT
                                     TO THE
                 RESTATED ARTICLES OF INCORPORATION & AMENDMENTS
                                       OF
                            CHAPARRAL RESOURCES, INC.

     Pursuant  to  the  provisions  of  the  Colorado   Corporation   Code,  the
undersigned  corporation  adopts the  following  Articles  of  Amendment  to its
Restated Articles of Incorporation & Amendments:

     FIRST: The name of the corporation is Chaparral Resources, Inc.

     SECOND: The following amendment to the Restated Articles of Incorporation &
Amendments was adopted by the shareholders of the corporation on April 12, 1994,
in the manner prescribed by the Colorado Corporation Code:

     (1) Article Fourth is amended to read as follows:

          "FOURTH:  (1) The  aggregate  number of shares  which the  corporation
shall have authority to issue is:

                                 Par Value                 Number of Shares
         Class                   Per Share                 Authorized
         -----                   ---------                 ----------

         Common                  $0.10                     25,000,000
         Preferred               No Par Value               1,000,000

     (2) The  preferences,  qualifications,  limitations,  restrictions  and the
special or relative rights with respect to the shares of each class are:

          Common:  All  shares  shall be fully  paid and  nonassessable  for any
purpose.

          Preferred:  The Board of Directors hereby is expressly authorized,  by
resolution or resolutions,  to provide,  out of the unissued shares of preferred
stock for the  issuance,  from time to time,  of one or more series of preferred
stock  for  any  proper  purpose  without  shareholder  approval,  except  where
shareholder  approval is required by law.  The Board of  Directors  is expressly
vested with the right to determine, with respect to the preferred stock and each
series whereof, the following:

          (a) The designation of such series,  the number of shares to
          constitute  such  series  and the  stated  value  thereof if
          different from the par value thereof;



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          (b)  Whether  the shares of such  series  shall have  voting
          rights,  in addition to any voting  rights  provided by law,
          and,  if so, the terms of such  voting  rights  which may be
          general or limited;

          (c) The dividends,  if any, payable on such series,  whether
          any such  dividends  shall be  cumulative,  and, if so, from
          what  dates,  the  conditions  and  dates  upon  which  such
          dividends shall be payable, the preference or relation which
          such  dividends  shall bear to the dividends  payable on any
          shares  of stock of any other  class or any other  series of
          this class;

          (d) Whether  the shares of such  series  shall be subject to
          redemption by the corporation, and, if so, the times, prices
          and other terms and conditions of such redemptions;

          (e) The amount or amounts  payable  upon such shares of such
          series  upon,  and the rights of the  holders of such series
          in, the voluntary or involuntary liquidation, dissolution or
          winding up, or upon any  distribution of the assets,  of the
          corporation;

          (f) Whether  the shares of such  series  shall be subject to
          the operation of a retirement  or sinking fund,  and, if so,
          the  extent to and  manner in which any such  retirement  or
          sinking fund shall be applied to the purchase or  redemption
          of the  shares  of  such  series  for  retirement  or  other
          corporate purposes and the terms and provisions  relative to
          the operations thereof;

          (g) Whether the shares of such series  shall be  convertible
          into or exchangeable for, shares of stock of any other class
          or classes or of any other series of preferred  stock or any
          other  class or  classes of  capital  stock,  and if so, the
          price  or  prices  or the rate or  rates  of  conversion  or
          exchange and the method,  if any, of adjusting the same, and
          any  other  terms  and  conditions  of  such  conversion  or
          exchange;

          (h)  The  limitations  and  restrictions,   if  any,  to  be
          effective  while any shares of such  series are  outstanding
          upon  the  payment  of  dividends  or the  making  of  other
          distributions on, or upon the purchase,  redemption or other
          acquisition  by the  corporation  of,  the  common  stock or
          shares of any other class or any other  series of  preferred
          stock; and


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          (i)  The  conditions  or  restrictions,  if  any,  upon  the
          creation  of  indebtedness  of the  corporation  or upon the
          issue of any additional stock,  including  additional shares
          of such series or of any other series of preferred  stock or
          of any other class or classes.

          The  holders  of common  stock  shall have and  possess  all rights as
     stockholders  of the  corporation,  including such rights as may be granted
     elsewhere by these Restated  Articles of Incorporation & Amendments  except
     as such  rights may be limited by the  preferences,  privileges  and voting
     powers, and the restrictions and limitations of the preferred stock.

          Subject to  preferential  dividend  rights,  if any, of the holders of
     preferred  stock,  dividends  upon the common  stock may be declared by the
     Board of Directors and paid out of any funds legally available  therefor at
     such times and in such amounts as the Board of Directors shall determine.

          Dividends on shares of common stock and preferred stock may be paid in
     shares of common stock or preferred stock.

     THIRD:  The number of shares voted for the above  amendment was  sufficient
for approval.

     FOURTH: The amendment does not provide for an exchange, reclassification or
cancellation of issued shares.

     FIFTH:  The  amendment  does not  effect a change  in the  amount of stated
capital of the corporation.

     Dated: April 12, 1994

                                             CHAPARRAL RESOURCES, INC.,
                                             a Colorado corporation



                                             By: /s/ Paul V. Hoovler
                                                 -------------------------------
                                                 Paul V. Hoovler, President


                                             By: /s/ Richard L. Zirbel
                                                 -------------------------------
                                                 Richard L. Zirbel, Secretary




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STATE OF COLORADO              )
   CITY AND                    )    ss.
COUNTY OF DENVER               )

     I, Janice J. Podoll,  a Notary Public,  do hereby certify that on this 12th
day of April, 1994, personally appeared before me Paul V. Hoovler and Richard L.
Zirbel who,  being by me first duly sworn,  declare that they are the  President
and Secretary, respectively, of Chaparral Resources, Inc. and that they read the
foregoing document and that the statements contained therein are true.

     Witness my hand and official seal.

     My commission expires: 9/28/97



S E A L                                          /s/  Janice J. Podoll
                                                 -------------------------------
                                                 Notary Public


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