CERTIFICATE OF AMENDMENT AND RESTATEMENT OF
                          RESTATED ARTICLES OF INCORPORATION
                                          OF
                                   CASPEN OIL, INC.


               CASPEN OIL, INC., a Nevada corporation  (the "Corporation"),
          by its President and Secretary does hereby certify:

          I.   The   Board  of   Directors  of   the  Corporation   adopted
               resolutions  setting  forth the  amendment  to the  Restated
               Articles   of  Incorporation   hereinafter  set   forth  and
               declaring  its advisability, and recommended the amendment's
               adoption at a meeting of stockholders called for the purpose
               of considering and voting on such amendment.

          II.  Pursuant  to a vote on November 29, 1994 by the stockholders
               of  record  on  October  3, 1994  (the  "Record  Date"), the
               stockholders of the  Corporation approved  the amendment  of
               Article Fourth  to the  Restated Articles of  Incorporation.
               The  number   of  shares   of  the  Corporation   that  were
               outstanding  and  entitled to  vote on  the Record  Date was
               19,258,249  shares,  which  consists  of  17,992,249  Common
               Shares, 600,000  shares of its $1.80  Cumulative Convertible
               Preferred Shares,  300,000 of its Series  C Preferred Stock,
               125,000 shares of  its Series E Preferred  Stock and 241,000
               shares of  its Series  F Preferred Stock  (collectively, the
               "Shares").  Each of the Shares was entitled to one vote with
               respect  to such amendment to Article Fourth.  The number of
               Shares voting to approve the  amendment to Article Fourth to
               the   Restated  Articles  of  Incorporation  was  9,946,566,
               representing 51.6%  of the  Shares entitled to  consider and
               vote on the amendment to Article Fourth.

          III. Article Fourth of the  Restated Articles of Incorporation is
               hereby amended to read in its entirety as follows:

                    FOURTH:   The  aggregate  number of  shares which  this
               corporation  is  authorized   to  issue  is   sixty  million
               (60,000,000) divided into ten million (10,000,000) Preferred
               Shares of the par value of One Dollar ($1.00) per share, and
               fifty million (50,000,000) Common Shares of the par value of
               One Cent ($0.01) per share.

                    The    preferences,     qualifications,    limitations,
               restrictions and  the special or relative  rights in respect
               of the shares of each class are as follows:

                    A.   Provisions relating to the Preferred Shares:

                         1.   The Preferred Shares may be issued from  time
                    to time in one or more classes or series, the shares of
                    each  class or  series  to have  such designations  and



          DCC0EAC5 25943-1
<PAGE>






                    powers,  preferences  and  rights, and  qualifications,
                    limitations and restrictions thereof as are stated  and
                    expressed herein  and in the resolution  or resolutions
                    providing for the issue of such class or series adopted
                    by the Board of Directors as hereafter provided.

                         2.   Authority  is hereby expressly granted to and
                    vested  in  the Board  of  Directors  to authorize  the
                    issuance of the Preferred Shares  from time to time  in
                    one or more class  or series, and with respect  to each
                    class  or series  of the  Preferred Shares, to  fix and
                    state  by the  resolution or  resolutions from  time to
                    time  adopted providing  for the  issuance  thereof the
                    following:

                           (i)     Whether or not the class or series is to
                         have voting rights,  full or limited, or  is to be
                         without voting powers; provided, in no event shall
                         a single share of a class or series be entitled to
                         more than one vote  on each matter it is  entitled
                         to vote upon;

                          (ii)     The number  of shares to  constitute the
                         class or series and the designations thereof;

                         (iii)     The     preferences    and     relative,
                         participating, optional or  other special  rights,
                         if  any,  and the  qualifications,  limitations or
                         restrictions thereof, if any,  with respect to any
                         class or series;

                          (iv)     Whether or not  the shares of  any class
                         or series shall  be redeemable  and if  redeemable
                         the redemption  price or  prices, and the  time or
                         times at which, and  the terms and conditions upon
                         which  such shares  shall  be  redeemable and  the
                         manner of redemption;

                           (v)     Whether or not the  shares of a class or
                         series  shall  be  subject  to  the  operation  of
                         retirement or  sinking funds to be  applied to the
                         purchase   or  redemption   of  such   shares  for
                         retirement, and if such retirement or sinking fund
                         or funds be established, the annual amount thereof
                         and  the  terms  and provisions  relative  to  the
                         operations thereof;

                          (vi)     The dividend rate,  the conditions  upon
                         which  and  the  times  when  such  dividends  are
                         payable, the preference to  or the relation to the
                         payment  of the  dividends  payable on  any  other
                         class or classes or series of stock whether or not
                         such   dividend  shall   be  cumulative   or  non-



          DCC0EAC5 25943-1
<PAGE>






                         cumulative, and  if cumulative, the date  or dates
                         from which such dividends shall accumulate;

                         (vii)     The preferences, if any, and the amounts
                         thereof which the  holders of  any series  thereof
                         shall be entitled to receive upon the voluntary or
                         involuntary   dissolution   of,   or    upon   any
                         distribution of the assets of, the corporation;

                        (viii)     Whether or  not the shares of  any class
                         or   series   shall   be  convertible   into,   or
                         exchangeable for, the shares of any other class or
                         classes  or of any other series of the same or any
                         other class or classes of stock of the corporation
                         and  the conversion  price or  prices or  ratio or
                         ratios of the rate or rates at which such exchange
                         may  be made,  with such  adjustments, if  any, as
                         shall be  stated and expressed or  provided for in
                         such resolution or resolutions; and

                          (ix)     Such other special rights and protective
                         provisions with respect to  any class or series as
                         may to the Board of Directors seem advisable.

                    The shares  of each  class or  series of the  Preferred
               Shares  may  vary from  the shares  of  any other  class and
               series thereof  in  any or  all of  the foregoing  respects.
               Unless   otherwise  provided  in   any  such  resolution  or
               resolutions,  the number of shares of any class or series of
               the  Preferred  Shares  set  forth  in  such  resolution  or
               resolutions  may by the Board of Directors from time to time
               be  increased or  decreased  (but not  below  the number  of
               shares thereof then outstanding).

                    B.   Provisions relating to the Common Shares.

                    Subject  to the  provisions  of law  and the  Preferred
               Shares,  dividends may be paid  on the Common  Shares of the
               Corporation at such time and in such amounts as the Board of
               Directors may deem  advisable.  Each  Common Share shall  be
               entitled to one vote on each matter submitted to a vote at a
               meeting of shares.

                    C.   General.

                           (i)     Subject to the provisions of law and the
                         foregoing  provisions  of   this  Certificate   of
                         Incorporation, the Corporation may issue shares of
                         its Preferred Shares or Common Shares from time to
                         time for such consideration (not less than the par
                         value  or stated value thereof) as may be fixed by
                         the   Board  of   Directors  which   is  expressly
                         authorized  to fix  the same  in its  absolute and



          DCC0EAC5 25943-1
<PAGE>






                         uncontrolled discretion subject  to the  foregoing
                         conditions.    Shares  so  issued  for  which  the
                         consideration has  been paid  or delivered  to the
                         Corporation shall be  deemed fully paid  stock and
                         shall  not  be  liable  to  any  further  call  or
                         assessment thereon  and the holders of such shares
                         shall not  be liable  for any further  payments in
                         respect of such shares.

                          (ii)     No stockholder of this Corporation shall
                         have by  reason of its holding shares of any class
                         or  series  of  stock  of  this  Corporation,  any
                         preemptive or preferential  rights to purchase  or
                         subscribe  for any  other shares  of any  class or
                         series of this Corporation  now or hereafter to be
                         authorized,  and any  other equity  securities, or
                         any notes,  debentures, warrants, bonds,  or other
                         securities convertible into or carrying options or
                         warrants to  purchase shares of any  class, now or
                         hereafter  to be  authorized, whether  or  not the
                         issuance  of  any  such  shares,  or  such  notes,
                         debentures,  bonds  or  other   securities,  would
                         adversely affect the dividend or voting rights  of
                         such stockholder.

                         (iii)     Cumulative voting by any  shareholder is
                         hereby expressly denied.

          IV.  Annexed  hereto and made a part hereof is the entire text of
               the Restated Articles of Incorporation of the corporation as
               hereby and heretofore amended and as hereby restated.

               IN  WITNESS  WHEREOF,  this  Certificate  of  Amendment  and
          Restatement  has been executed by  the President and Secretary of
          the Corporation as of the ____ day of December, 1994.


                                                                           
                                             Anthony J. Carroll, President


                                                                           
                                             Kimberley J. Love, Secretary













          DCC0EAC5 25943-1
<PAGE>






          THE STATE OF COLORADO         &
                                        &
          COUNTY OF ___________         &

               On this  ______ day of  December, 1994,  before me  appeared
          Anthony J. Carroll, to me personally known, who, being by me duly
          sworn, did  say that he is  the President of CASPEN  OIL, INC., a
          Nevada   corporation,  and   acknowledged  that   the  statements
          contained  in   the  foregoing  Certificate   of  Amendment   and
          Restatement are true and correct.


                                                                           
          My commission expires:                  Notary Public in and for
                                             the State of Colorado




          THE STATE OF COLORADO         &
                                        &
          COUNTY OF ___________         &

               On this  ______ day  of December, 1994,  before me  appeared
          Kimberley J. Love, to  me personally known, who, being by me duly
          sworn, did say  that she is the Secretary of  CASPEN OIL, INC., a
          Nevada   corporation,  and   acknowledged  that   the  statements
          contained   in  the  foregoing   Certificate  of   Amendment  and
          Restatement are true and correct.


                                                                           
          My commission expires:                  Notary Public in and for
                                             the State of Colorado






















          DCC0EAC5 25943-1
<PAGE>






                          RESTATED ARTICLES OF INCORPORATION
                                          OF
                                   CASPEN OIL, INC.


               FIRST:  The name of the corporation is CASPEN OIL, INC.

               SECOND:   The  principal office  of the  corporation in  the
          State of Nevada is located at One East First Street, Reno, Washoe
          County, Nevada.   The name and address  of its resident agent  is
          The Corporation Trust Company  of Nevada, One East First  Street,
          Reno, Nevada.

               THIRD:   The  Corporation  may  engage in  any  lawful  act,
          activity and/or business for  which corporations may be organized
          under the  General  Corporation  Laws of  the  State  of  Nevada,
          including,  by way  of  partial enumeration  and  not by  way  of
          limitation, the following:

               1.   To purchase, take, hold,  lease, exchange or  otherwise
          acquire,  and to sell, mortgage,  let and otherwise  deal in gas-
          bearing,  oil-bearing  and  other mineral  and  natural  resource
          bearing  properties,  including  leases,  claims,  mines,  wells,
          royalties, net profit interests,  production payments and any and
          all other interests  or rights whatsoever therein or thereto, and
          to engage in the  business of producing, mining and  selling gas,
          oil  and other minerals  and natural resources,  and to prospect,
          drill, mine  for, and  produce  petroleum, oil,  natural gas  and
          other  natural resources, and transport same by pipe lines or any
          other available means or method, and market and sell same.

               2.   To carry  on  the  business  of  producing,  acquiring,
          developing,   utilizing,   manufacturing,  storing,   extracting,
          separating,    refining,   reducing,    compressing,   absorbing,
          condensing,    cracking,    converting,   purifying,    treating,
          evaporating,   vaporizing,   blending,   analyzing,   liquefying,
          combining, mixing,  marketing, buying and  selling, and otherwise
          dealing in and turning to  account, oil of all kinds and  grades,
          petroleum, gas, gasoline, carbon  and hydrocarbon products of all
          kinds, and the elements, constituents,  products and by-products,
          mixtures, combinations, compounds and blends thereof.

               3.   To enter  into partnership or into  any arrangement for
          sharing  of  profits,  union  of  interests,  corporation,  joint
          adventure, reciprocal concession or otherwise, with any person or
          corporation  carrying on  or engaged in  or about to  carry on or
          engage in  any business or  transaction which the  corporation is
          authorized  to  carry  on  or  engage  in,  or  any  business  or
          transaction  capable  of  being   conducted  so  as  directly  or
          indirectly to benefit the corporation.

               4.   To  guarantee  the  payment  of the  principal  of  and
          interest  upon notes,  debentures, bonds,  or other  evidences of



          DCC0EAC5 25943-1
<PAGE>






          indebtedness, of any kind or character of any corporation,  joint
          stock  company, syndicate,  association,  firm, trust  or  person
          whomsoever.

               5.   To have one or more offices,  to carry on all or any of
          its operations and  business and without restriction or  limit as
          to amount to  purchase or otherwise acquire, hold, own, mortgage,
          sell, convey or otherwise dispose  of, real and personal property
          of every class and  description in any of the  states, districts,
          territories or colonies of the United States,  and in any and all
          foreign countries, subject to  the laws of such state,  district,
          territory, colony or country.

               The objects and purposes  specified in the foregoing clauses
          shall  not,  except  where  otherwise expressed,  be  limited  or
          restricted by reference to,  or inference from, the terms  of any
          other clause in these articles  of incorporation, but the objects
          and purposes specified in  each of the foregoing clauses  of this
          article shall be regarded as independent objects and purposes.

               FOURTH:     The  aggregate  number  of   shares  which  this
          corporation is authorized to  issue is sixty million (60,000,000)
          divided into ten million (10,000,000) Preferred Shares of the par
          value  of  One  Dollar  ($1.00)  per  share,  and  fifty  million
          (50,000,000) Common Shares of  the par value of One  Cent ($0.01)
          per share.

               The  preferences, qualifications,  limitations, restrictions
          and  the special or relative  rights in respect  of the shares of
          each class are as follows:

               A.   Provisions relating to the Preferred Shares:

                    1.   The Preferred  Shares may  be issued from  time to
               time in  one or more classes  or series, the  shares of each
               class  or  series  to  have such  designations  and  powers,
               preferences  and rights, and qualifications, limitations and
               restrictions thereof as are  stated and expressed herein and
               in the resolution or resolutions  providing for the issue of
               such  class or series adopted  by the Board  of Directors as
               hereafter provided.

                    2.   Authority  is  hereby  expressly  granted  to  and
               vested in the  Board of Directors to  authorize the issuance
               of  the Preferred Shares  from time to  time in one  or more
               class or series, and with respect to each class or series of
               the  Preferred Shares, to fix and state by the resolution or
               resolutions  from time  to  time adopted  providing for  the
               issuance thereof the following:

                      (i)     Whether or not the class or series is to have
                    voting rights,  full or  limited, or  is to be  without
                    voting  powers; provided,  in no  event shall  a single



          DCC0EAC5 25943-1
<PAGE>






                    share of a class or series be entitled to more than one
                    vote on each matter it is entitled to vote upon;

                     (ii)     The  number of shares to constitute the class
                    or series and the designations thereof;

                    (iii)     The preferences  and relative, participating,
                    optional  or  other special  rights,  if  any, and  the
                    qualifications, limitations or restrictions thereof, if
                    any, with respect to any class or series;

                     (iv)     Whether  or not  the shares  of any  class or
                    series  shall  be  redeemable  and  if  redeemable  the
                    redemption price  or prices, and  the time or  times at
                    which,  and the  terms and  conditions upon  which such
                    shares   shall  be   redeemable   and  the   manner  of
                    redemption;

                      (v)     Whether  or  not the  shares  of  a class  or
                    series shall be subject  to the operation of retirement
                    or  sinking funds  to  be applied  to  the purchase  or
                    redemption of  such shares for retirement,  and if such
                    retirement or sinking fund or funds be established, the
                    annual  amount thereof  and  the  terms and  provisions
                    relative to the operations thereof;

                     (vi)     The dividend rate, the conditions  upon which
                    and  the times  when  such dividends  are payable,  the
                    preference  to or  the relation  to the payment  of the
                    dividends  payable on  any  other class  or classes  or
                    series of stock whether  or not such dividend  shall be
                    cumulative  or non-cumulative,  and if  cumulative, the
                    date  or  dates   from  which   such  dividends   shall
                    accumulate;

                    (vii)     The  preferences,  if  any,  and  the amounts
                    thereof which  the holders of any  series thereof shall
                    be   entitled  to   receive  upon   the  voluntary   or
                    involuntary dissolution of, or upon any distribution of
                    the assets of, the corporation;

                   (viii)     Whether  or not  the shares  of any  class or
                    series shall be convertible  into, or exchangeable for,
                    the  shares of  any other  class or  classes or  of any
                    other  series of the same or any other class or classes
                    of stock of the corporation and the conversion price or
                    prices or ratio or ratios of the rate or rates at which
                    such exchange  may be  made, with such  adjustments, if
                    any, as shall be  stated and expressed or  provided for
                    in such resolution or resolutions; and






          DCC0EAC5 25943-1
<PAGE>






                     (ix)     Such  other  special  rights  and  protective
                    provisions with respect to  any class or series as  may
                    to the Board of Directors seem advisable.

               The shares of each  class or series of the  Preferred Shares
          may vary from the shares of any other class and series thereof in
          any  or all of the foregoing respects.  Unless otherwise provided
          in  any such resolution or  resolutions, the number  of shares of
          any class  or series of  the Preferred  Shares set forth  in such
          resolution or resolutions may by the Board of Directors from time
          to time  be increased or  decreased (but not below  the number of
          shares thereof then outstanding).

               B.   Provisions relating to the Common Shares.

               Subject  to the provisions of  law and the Preferred Shares,
          dividends may be paid on the Common Shares of the  Corporation at
          such time  and in such amounts as the Board of Directors may deem
          advisable.  Each  Common Share shall be  entitled to one  vote on
          each matter submitted to a vote at a meeting of shares.




































          DCC0EAC5 25943-1
<PAGE>







               C.   General.

                      (i)     Subject  to  the provisions  of  law and  the
                    foregoing   provisions   of    this   Certificate    of
                    Incorporation, the  Corporation may issue shares of its
                    Preferred Shares or Common Shares from time to time for
                    such  consideration (not  less  than the  par value  or
                    stated value thereof) as  may be fixed by the  Board of
                    Directors which is expressly authorized to fix the same
                    in  its absolute and uncontrolled discretion subject to
                    the foregoing  conditions.  Shares so  issued for which
                    the  consideration has  been paid  or delivered  to the
                    Corporation shall be deemed  fully paid stock and shall
                    not be liable to any further call or assessment thereon
                    and  the holders of such shares shall not be liable for
                    any further payments in respect of such shares.

                     (ii)     No stockholder of this Corporation shall have
                    by  reason of its holding shares of any class or series
                    of  stock  of  this  Corporation,  any   preemptive  or
                    preferential rights  to purchase  or subscribe  for any
                    other shares of any class or series of this Corporation
                    now or hereafter to be authorized, and any other equity
                    securities,  or any notes, debentures, warrants, bonds,
                    or  other  securities   convertible  into  or  carrying
                    options or  warrants to  purchase shares of  any class,
                    now or  hereafter to be authorized, whether  or not the
                    issuance of any such shares, or such notes, debentures,
                    bonds or  other securities, would  adversely affect the
                    dividend or voting rights of such stockholder.

                    (iii)     Cumulative  voting  by  any   shareholder  is
                    hereby expressly denied.

               FIFTH:  The members  of the governing board shall  be styled
          directors and the  number of directors  of the Corporation  shall
          not be less than three (3) nor more than fifteen (15), and within
          that minimum and  maximum shall be  such number as shall  be from
          time  to time specified by  resolution of at  least two-thirds of
          the  board of  directors; provided,  however, no  director's term
          shall  be shortened by reason of a resolution reducing the number
          of directors.

               No  amendment  to  the  Articles  of  Incorporation  of  the
          Corporation  shall  amend, alter,  change  or repeal  any  of the
          provisions of this Article  FIFTH, unless the amendment effecting
          such amendment,  alteration, change  or repeal shall  receive the
          affirmative  vote  or  consent of  eighty  percent  (80%) of  the
          outstanding  shares of  each  class of  stock of  the Corporation
          normally entitled to  vote in elections of directors,  voting for
          the purposes of  this Article  FIFTH as separate  classes.   Such
          affirmative vote or  consent shall be in addition to  the vote or



          DCC0EAC5 25943-1
<PAGE>






          consent  of the holders of the stock of the Corporation otherwise
          required  by law  or  by the  terms  of any  class  or series  of
          preferred  stock, whether  now  or hereafter  authorized, or  any
          agreement between  the Corporation  and  any national  securities
          exchange.



















































          DCC0EAC5 25943-1
<PAGE>







               The  names and post office addresses of the initial Board of
          Directors,  which shall  consist  of seven  (7)  members, are  as
          follows:
                        Name                     Post Office Address

           J. Quincy Adams                 Ling & Company, Inc.
                                           LTV Tower Mall
                                           Dallas, Texas 75201
           Carrol M. Bennett, Jr.          Rauscher, Pierce & Co., Inc.
                                           Mercantile Dallas Building
                                           Dallas, Texas 75201

           Ray L. Hunt                     2900 First National Bank Bldg.
                                           Dallas, Texas 75202

           Jack D. Knox                    1925 Mercantile Dallas
                                           Building
                                           Dallas, Texas 75201
           Morio Omori                     Suite 602, Capital Investment
                                           Bldg.
                                           Honolulu, Hawaii 96813

           John T. Simms, III              730 Post Oak Road
                                           Houston, Texas
           E.A. Smith                      406 South Boulder
                                           Tulsa, Oklahoma 74103

               SIXTH:  The  name and  post office  address of  each of  the
          incorporators  signing  the  Articles  of  Incorporation  are  as
          follows:

                        Name                     Post Office Address

           George W. Coleman               2200 First National Bank Bldg.
                                           Dallas, Texas 75202
           Christie S. Flanagan            2200 First National Bank Bldg.
                                           Dallas, Texas 75202

           William A. Thau                 2200 First National Bank Bldg.
                                           Dallas, Texas 75202

               SEVENTH:  The corporation shall have perpetual existence.

               EIGHTH:   A.   The   Board   of   Directors   is   expressly
          authorized  to   make,  alter  or   amend  the  By-Laws   of  the
          Corporation.

               B.   Authority is hereby expressly  granted to and vested in
          the  Board  of  Directors  to  issue  notes,  bonds,  debentures,
          warrants  and  other obligations  of the  Corporation convertible
          into  stock  of such  class, or  bearing  such warrants  or other




          DCC0EAC5 25943-1
<PAGE>






          evidence of optional rights to purchase and/or subscribe to stock
          of  such class  and issued  and convertible  upon such  terms and
          conditions and in such manner  as may be fixed and stated  by the
          resolution or resolutions from time to time adopted providing for
          the issuance thereof.

               C.   The  Corporation reserves the  rights to  amend, alter,
          change  or repeal  any  provision contained  in  the Articles  of
          Incorporation,  in  the manner  now  or  hereafter prescribed  by
          statute,  and all  rights  conferred by  stockholders herein  are
          created subject to this reservation.

               D.   The Board of Directors  shall be authorized to exercise
          all  such powers  and  do all  such  things and  acts  as may  be
          exercised or done by the Corporation subject to the provisions of
          the  laws  of  the  State  of  Nevada,  of  this  Certificate  of
          Incorporation and of the By-Laws of the Corporation.

               NINTH:    No  contract  or  other  transaction  between  the
          Corporation and any  other corporation  and no other  act of  the
          Corporation  shall, in the absence of fraud, be invalidated or in
          any  way affected  by  the fact  that  any of  the  stockholders,
          directors  or  officers of  the  Corporation  are pecuniarily  or
          otherwise interested in such contract, transaction, or other act,
          or are  stockholders, directors or officers  of such corporation.
          Any  stockholder,  director   or  officer  of  the   corporation,
          individually,  or  any  firm  or association  of  which  any such
          stockholder, director or officer may be a member, may be  a party
          to,  or may  be  pecuniarily  or  otherwise  interested  in,  any
          contract  or transaction  of the  Corporation, provided  that the
          fact  that  he individually  or such  firm  or association  is so
          interested shall be  disclosed or  shall have been  known to  the
          Board of Directors or a majority of such members thereof as shall
          be present  at any  meeting of the  Board of  Directors at  which
          action  upon any such contract or transaction shall be taken; and
          any director of the Corporation who is a stockholder, director or
          officer of such other corporation or  who is so interested may be
          counted in determining the  existence of a quorum at  any meeting
          of the Board of Directors which shall authorize any such contract
          or  transaction  and  may  vote  thereat to  authorize  any  such
          contract or transaction  with like force and effect as if he were
          not  such   stockholder,  director  or  officer   of  such  other
          corporation or not so  interested; every stockholder, director or
          officer  of  the  Corporation  being  hereby  relieved  from  any
          disability which  might otherwise  prevent him from  carrying out
          transactions  with or  contracting with  the Corporation  for the
          benefit of himself or any firm or corporation, association, trust
          or  organization in  which  or with  which he  may  be in  anyway
          interested or connected.

               TENTH:  A. The Corporation shall have power to indemnify any
          person who was or is a party  or is threatened to be made a party
          to  any   threatened,  pending  or  completed   action,  suit  or



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          proceeding,   whether   civil,   criminal,    administrative   or
          investigative  (other than  an action by  or in the  right of the
          Corporation), by reason of the fact that he is or was a director,
          officer,  employee  or agent  of the  Corporation,  or is  or was
          serving at the request of the Corporation as a director, officer,
          employee or agent of another corporation or is or was  serving at
          the  request of the Corporation  as a director, officer, trustee,
          employee  or agent  of  another  corporation, partnership,  joint
          venture, trust, or other enterprise, against expenses  (including
          attorney fees), judgments, fines, and amounts paid in settlement,
          actually and reasonably incurred  by him in connection with  such
          action,  suit or proceeding, if  such person acted  in good faith
          and in a manner he reasonably believed to be in or not opposed to
          the  best interest of the  Corporation, and, with  respect to any
          criminal action or proceedings had no reasonable cause to believe
          his conduct was unlawful.  The termination of any action, suit or
          proceeding by  judgment, order, settlement, or  conviction, or on
          plea of nolo contendere  or its equivalent shall not,  of itself,
          create a presumption  that the person did  not act in  good faith
          and in  a manner  which he  reasonably believed to  be in  or not
          opposed  to  the best  interests  of  the Corporation,  and  with
          respect to any criminal action or proceeding had reasonable cause
          to believe that his conduct was unlawful.

               B.   The Corporation  shall  have  power  to  indemnify  any
          person  who was or is a party or is threatened to be made a party
          to any threatened, pending or  completed action or suit by or  in
          the right of the Corporation to procure judgment in its  favor by
          reason of  the  fact  that he  is  or was  a  director,  officer,
          employee or agent of the Corporation, or is or was serving at the
          request of the Corporation as a director, officer, trustee, agent
          or employee of  another corporation, partnership,  joint venture,
          trust or other  enterprise, against expenses (including  attorney
          fees) actually and  reasonably incurred by him in connection with
          the defense or  settlement of such action or suit  if he acted in
          good faith and in a manner he reasonably believed to be in or not
          opposed  to the best interests of the Corporation and except that
          no indemnification shall be  made in respect to any  claim, issue
          or manner  as to which such person shall have been adjudged to be
          liable for negligence  or misconduct  in the  performance of  his
          duty to the  Corporation unless and only  to the extent  that the
          court  in which such action  or suit was  brought shall determine
          upon application that despite the adjudication of liabilities but
          in view  of all the  circumstances of  the case,  such person  is
          fairly  and reasonably  entitled to  indemnity for  such expenses
          which the court shall deem proper.

               C.   To  the extent  that a  director, officer,  employee or
          agent of the  Corporation has  been successful on  the merits  or
          otherwise  in defense of any action,  suit or proceeding referred
          to in subsections A  and B, or in defense of  any claim, issue or
          matter  therein   he  shall   be  indemnified   against  expenses




          DCC0EAC5 25943-1
<PAGE>






          (including attorney fees) actually and reasonably incurred by him
          in connection therewith.

               D.   Expenses  incurred  in defending  a  civil or  criminal
          action,  suit or  proceeding may  be paid  by the  Corporation in
          advance  of  the  final  disposition  of  such  action,  suit  or
          proceeding as authorized by the Board of Directors.

               E.   The indemnification provided by this section shall  not
          be deemed exclusive  of any  other right to  which those  seeking
          indemnification may be entitled under any by-law, agreement, vote
          of stockholders or disinterested directors, or otherwise, both as
          to action in his official capacity and as to his  action in other
          capacities while holding such  office and shall continue as  to a
          person who  has  ceased  to  be  a  director,  officer,  trustee,
          employee  or agent and  shall inure to the  benefit of the heirs,
          executors and administrators of such a person.

               F.   The  Corporation  shall  have  power  to  purchase  and
          maintain  insurance on  behalf  of any  person who  is  or was  a
          director, officer, employee or agent of the Corporation, or is or
          was  serving at  the request  of the  Corporation as  a director,
          officer,  trustee,  employee  or  agent  of  another corporation,
          partnership, joint venture, trust or other enterprise against any
          liability  asserted against him and  incurred by him  in any such
          capacity or arising out of his  status as such whether or not the
          Corporation  would have the  power to indemnify  him against such
          liability under the provisions of this section.

               ELEVENTH:  

               A.   Eighty Percent Vote  Required for Certain Transactions.
          Notwithstanding  any  other   provision  of  these  Articles   of
          Incorporation,  and  subject  to   the  exceptions  provided   in
          Paragraph D of  this Article ELEVENTH, the  types of transactions
          described in paragraph C of  this Article ELEVENTH shall  require
          the  affirmative vote or consent  of eighty percent  (80%) of the
          outstanding shares  of each  class of  stock  of the  Corporation
          normally entitled to  vote in elections of  directors, voting for
          the purposes of this Article ELEVENTH as separate classes, when a
          Major  Stockholder (as  defined  in Paragraph  B of  this Article
          ELEVENTH) is a party  to the transaction.  Such  affirmative vote
          or consent shall  be in addition  to the vote  or consent of  the
          holders of the stock of the Corporation otherwise required by law
          or by  the  terms of  any  class or  series  of preferred  stock,
          whether now or hereafter authorized, or any agreement between the
          Corporation and any national securities exchange.

               B.   "Major   Stockholder"   Defined.     The   term  "Major
          Stockholder" shall  mean any corporation, person  or other entity
          which  is the beneficial  owner, directly or  indirectly, of more
          than ten percent  (10%) of the outstanding shares of stock of the
          Corporation normally entitled to  vote in elections of directors,



          DCC0EAC5 25943-1
<PAGE>






          considered  for the purposes of this definition as one class, and
          shall  include any  affiliate  or associate,  as  such terms  are
          defined in clause (ii)  below, of a Major  Stockholder.  For  the
          purposes of this Article ELEVENTH, (a) any corporation, person or
          other  entity shall be  deemed to be the  beneficial owner of any
          shares of stock of the Corporation (i) which it has the  right to
          acquire pursuant  to any agreement or upon exercise of conversion
          rights  or warrants,  or otherwise  (but excluding  stock options
          granted  by  the  Corporation),  or  (ii) which  are beneficially
          owned,  directly or  indirectly  (including  shares deemed  owned
          through  application   of  clause   (i)  above),  by   any  other
          corporation, person or entity with which it or its "affiliate" or
          "associate" (as defined below)  has any agreement, arrangement or
          understanding for  the purpose  of acquiring, holding,  voting or
          disposing  of  stock   of  the  Corporation,  or  which   is  its
          "affiliate" or  "associate" as  those terms  are defined in  Rule
          12b-2 of the  General Rules and Regulations  under the Securities
          Exchange  Act of  1934  as in  effect  on December 1,  1976,  and
          (b) the  outstanding  shares  of  any  class  of  stock  of   the
          Corporation shall include shares deemed owned through application
          of clauses (i)  and (ii) above  but shall  not include any  other
          shares which may be  issuable pursuant to any agreement,  or upon
          exercise of conversion rights or warrants, or otherwise.

               C.   Transactions  Covered.   This  Article  ELEVENTH  shall
          apply to the following transactions:

                           (i)     The  merger  or  consolidation   of  the
                    Corporation or  any subsidiary of the  Corporation with
                    or into any Major Stockholder;

                          (ii)     The  issuance of  any securities  of the
                    Corporation to a Major Stockholder for cash;

                         (iii)     The  sale, lease or  exchange of  all or
                    any substantial  part of the assets  of the Corporation
                    to  any  Major  Stockholder  (except  assets  having an
                    aggregate fair  market value  of less  than $1,000,000,
                    aggregating for  the purpose  of  such computation  all
                    assets  sold,  leased or  exchanged  in  any series  of
                    similar transactions within a twelve-month period);

                          (iv)     The  sale,  lease  or  exchange  to  the
                    Corporation or any subsidiary thereof, in exchange  for
                    securities  of the  Corporation, of  any assets  of any
                    Major  Stockholder (except  assets having  an aggregate
                    fair market value of less  than $1,000,000, aggregating
                    for the  purpose of  such computation all  assets sold,
                    leased  or   exchanged   in  any   series  of   similar
                    transactions within a twelve-month period);

                           (v)     A  loan  from  the  Corporation  or  any
                    subsidiary thereof to a Major Stockholder or a guaranty



          DCC0EAC5 25943-1
<PAGE>






                    by the Corporation or  any subsidiary of any obligation
                    of a Major Stockholder; and

                          (vi)     The use of any assets of the Corporation
                    or any subsidiary thereof as collateral or compensating
                    balances, directly or indirectly, for any obligation of
                    a Major Stockholder.

               D.   Transactions  Not  Covered.    The  provision  of  this
          Article  ELEVENTH shall  not  be applicable  to  (i) any  of  the
          transactions described in Paragraph C of this Article ELEVENTH if
          the Board  of Directors  of the  Corporation shall  by resolution
          having  approved a  memorandum of  understanding with  such Major
          Stockholder with  respect  to and  substantially consistent  with
          such  transaction,   or  (ii) any   such  transaction   with  any
          corporation  of which a majority of the outstanding shares of all
          classes  of  stock normally  entitled  to  vote in  elections  of
          directors is owned of record  or beneficially by the  Corporation
          and its subsidiaries.

               E.   Board of Directors Determination Conclusive.  The Board
          of  Directors shall have the power  and duty to determine for the
          purposes of  this Article ELEVENTH,  on the basis  of information
          known to  the Corporation,  whether (i) a corporation,  person or
          entity  beneficially  owns more  than  ten percent  (10%)  of the
          outstanding shares of stock  of the Corporation normally entitled
          to vote in elections of directors, (ii) a  corporation, person or
          entity  is an  "affiliate" or "associate"  (as defined  above) of
          another, (iii) the assets being  acquired or leased to or  by the
          Corporation, or  any subsidiary  thereof, have an  aggregate fair
          market value of less than $1,000,000,  and (iv) the memorandum of
          understanding referred to in  Paragraph D hereof is substantially
          consistent  with  the  transaction  covered thereby.    Any  such
          determination shall be conclusive and binding for all purposes of
          this Article ELEVENTH.

               F.   Amendment by Eighty Percent Vote.  No amendment to  the
          Articles of Incorporation of  the Corporation shall amend, alter,
          change  or repeal any of the provisions of this Article ELEVENTH,
          unless the amendment effecting such amendment, alteration, change
          or repeal shall receive the affirmative vote or consent of eighty
          percent (80%) of the outstanding shares of each class of stock of
          the  Corporation  normally  entitled  to  vote  in  elections  of
          directors, voting  for the purposes  of this Article  ELEVENTH as
          separate classes.  Such  affirmative vote or consent shall  be in
          addition to  the vote or consent  of the holders of  the stock of
          the Corporation otherwise required  by law or by the terms of any
          class  or series  of preferred  stock, whether  now or  hereafter
          authorized,  or any  agreement  between the  Corporation and  any
          national securities exchange.

               TWELFTH:  No director or officer of the Corporation shall be
          personally liable to  the Corporation or any  of its stockholders



          DCC0EAC5 25943-1
<PAGE>






          for damages for breach of fiduciary duty as a director or officer
          involving any act  or omission  of any such  director or  officer
          occurring  on  or  after January  31,  1989,  and  to the  extent
          permitted  under applicable  law, occurring prior  to January 31,
          1989; provided, however, that  the foregoing provisions shall not
          eliminate or limit  the liability  of a director  or officer  for
          (a) acts or omissions which involve intentional misconduct, fraud
          or a knowing violation of law; or (b) the payment of dividends in
          violation  of Section 78.300 of the Nevada Revised Statutes.  Any
          repeal or modification of this Article by the stockholders of the
          Corporation shall  be prospective  only, and shall  not adversely
          affect  any limitation on the personal liability of a director or
          officer  of the Corporation for  acts or omissions  prior to such
          repeal or modification.


               IN WITNESS WHEREOF, these Restated Articles of Incorporation
          of  Caspen  Oil, Inc.  have been  executed  by the  President and
          Secretary  of the  Corporation as  of the  ____ day  of December,
          1994.


                                                                           
                                             Anthony J. Carroll, President


                                                                           
                                             Kimberley J. Love, Secretary




























          DCC0EAC5 25943-1
<PAGE>






          THE STATE OF COLORADO         &
                                        &
          COUNTY OF ___________         &

               On this  ______ day of  December, 1994,  before me  appeared
          Anthony J. Carroll, to me personally known, who, being by me duly
          sworn, did  say that he is  the President of CASPEN  OIL, INC., a
          Nevada   corporation,  and   acknowledged  that   the  statements
          contained in the foregoing  Restated Articles of Incorporation of
          Caspen Oil, Inc. are true and correct.


                                                                           
          My commission expires:                  Notary Public in and for
                                             the State of Colorado




          THE STATE OF COLORADO         &
                                        &
          COUNTY OF ___________         &

               On this  ______ day  of December, 1994,  before me  appeared
          Kimberley J. Love, to  me personally known, who, being by me duly
          sworn, did say  that she is the Secretary of  CASPEN OIL, INC., a
          Nevada   corporation,  and   acknowledged  that   the  statements
          contained in the foregoing  Restated Articles of Incorporation of
          Caspen Oil, Inc. are true and correct.


                                                                           
          My commission expires:                  Notary Public in and for
                                             the State of Colorado






















          DCC0EAC5 25943-1
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