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
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.


<PAGE>
     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   |
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]


<PAGE>