FILED             
  IN THE OFFICE OF THE   
SECRETARY OF STATE OF THE         CERTIFICATE OF AMENDMENT    
   STATE OF NEVADA                         OF THE             
                                  ARTICLES OF INCORPORATION        
    DEC 19 1994                             OF                    
      1776-68                     PEASE OIL AND GAS COMPANY


     Pease  Oil  and Gas  Company,  a  Nevada  corporation  ("Company"),  by its
President  and  Secretary  does hereby  certify,  pursuant to the  provisions of
Section 78.385 of the Nevada General Corporation Law.

     1. The directors of the Company at a meeting held by consent and without an
actual meeting effective  November 16, 1994, adopted and the Stockholders of the
Company at a Special  Meeting of  Stockholders  duly held on December  13, 1994,
approved the following  resolution to amend Article IV to the Company's Articles
of Incorporation.

               RESOLVED,   that  Article  IV  of  the   Company's   Articles  of
          Incorporatin  shall be amdned to  increase  the  number of  authorized
          shares of $0.10 par value Common Stock that the  Companyis  authorized
          to  issue so that  after  such  amendment  Article  IV  shall  read as
          follows:

                    "ARTICLE  IV.  The  aggregate  number  of  shares  that  the
               Corporation  shall have  authorityu  to issue is  27,000,000,  of
               which 25,000,000 shall be common stock,  $0.10 par value ("Common
               Stock"),   and  2,000,000   shall  be  Preferred   Stock  of  the
               Corporation  shall be nonassessable.  The stockholders  shall not
               possess cumulative voting rights.  The designation,  preferences,
               limitations  and  relative  rights of shares in each class are as
               follows:

                    1. Common  Stock.  The rightrs of holders of Common Stock to
               receive  dividends or to share in the  distribution  of assets in
               the  event  of  liquidation,  dissolution  or  winding  up of the
               affi8ars of the Corporation  shall be subjet to the  preference,s
               limitations  and  relative  rights of the  holders  of  Preferred
               Stock.  The holders of the Common  Stock shall be entitled to one
               vote for eahc share of Common stock held by them of record at the
               time for determining the holderes thereof entitled to vote.




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<PAGE>


                    2. Preferred  Stock. The Corporation may issue the Preferred
               Stock  frokm  tome  to  time  in one or  more  series  with  such
               distinctive designations, rightrs, preferences and limitations as
               the Board of Directors  shall  determine.  The Board of Directors
               hereby is expesly  vested with the authority to fix and determine
               the  relative  rights  and  preferences  of each  such  series of
               Preferred Stock to the fullest extent permitted by these Articles
               of  Incorporation  and the  General  Corportion  Law of Nevada in
               respect to the following:

                    (a) The rate of  dividend,  the time  payment of  dividends,
               when the  dividends are  cumulative,  and the date from which any
               dividends shall accrue;

                    (b) Whether shares may be redemed and, if so, the redemption
               price and the terms and conditions of redemption;

                    (c) The  amount  payable  upon  shares  in event  of  either
               voluntary or involuntary liquidation;

                    (d)  Sinking  fund  or  other  provision,  if  any,  for the
               redemption or purchase of shares;

                    (e)  The  terms  and  conditions  on  which  shares  may  be
               converted,  if the  shares  of any  series  are  issued  with the
               privilege of conversion; and

                    (f) Voting powers, if any.

                    Notwithstanding   the   fixing  of  the   number  of  shares
               constituting the particular series upon the issuance thereof, the
               Board of  Directors  may at any  time  thereafter  authorize  the
               issuance  of  additional  shares of the same series or may reduce
               the number o shares consitituting such series.

                    The Board of Directors  expressly is  authorized to vary the
               provisions  relating to the foregoing matters between the various
               series of Preferred  Stock,  but in all other respects the shares
               of each series shall be of equal rank with each other, regardless
               of  series.  All  Preferred  Stock  in any one  series  shall  be
               identical in all respects."

     2. The number of shares of the Company  outstanding and entitled to vote on
the amendment to the Articles of Incorproatin  was 1,999,752 shares of $0.10 par
value  common  stock.  The  amendment  to Article IV was approved by the vote of
stockholderes  holding a majority  of the  outstanding  shreas of the  Company's
common stock that were entitled to ve voted thereon.

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<PAGE>



     3. Prior to the adoption of this Am,endment, the Company had only one class
of voting stock outstanding, the $0.10 par value common stock.

     IN WITNESS WHEREOF,  the Company has cuased this  Ceretificate to be signed
by its President and its Secretqry on the 13th day of December, 1994.

                            PEASE OIL AND GAS COMPANY



                          By /s/ Willard H. Pease, Jr.
                           ------------------------------
                              Willard H. Pease, Jr., President

ATTEST:


/s/ Lily Roeland
-------------------------------
Lily Roeland, Secretary


STATE OF COLORADO  )
                   ) ss.
COUNTY OF MESA     )

     On this 13th day of December, 1994, before me, a Notary Public,  personally
appeared Willard H. Pease, Jr., and Lily Roeland, who acknowledged that they are
the President and Secretary, respectively, of Pease Oil and Gas Company and that
they have executed the above  instrument  in such  capacities on behalf of Pease
Oil and Gas Company.

     WITNESS my hand and official sea.

     My commission expires: 9-9-98

                                           /s/ Gladys L. Omsted
                                           -------------------------------------
                                           Notary Public

S E A L



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