FILED
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE         CERTIFICATE OF AMENDMENT
   STATE OF NEVADA                         OF THE
                                  ARTICLES OF INCORPORATION
    JUL 05 1994                             OF
      1776-68                  WILLARD PEASE OIL & GAS COMPANY


     Willard Pease Oil & Gas Company, a Nevada corporation  ("Corporation") , 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  Corporation  at a meeting  held by  consent  and
without  an  actual  meeting  effective  April.  11,  1994,  adopted,   and  the
stockholders of the Corporation at the Annual Meeting of Stockholders  duly held
on June 3, 1994, approved,  the following resolutions to amend Article I and add
a new Article VIII to the Corporation's Articles of Incorporation:

               RESOLVED,  that the directors approve a proposal to submit to the
          Company's  stockholders at the 1994 Annual  Stockholders  Meeting,  an
          amendment to the Company's Articles of Incorporation changing the name
          of the Companby to "Pease Oil and Gas Company." The proposed amendment
          to the Company's Articles of Incorporation is as follows:

          Article I shall be amended to read as follows:

               ARTICLE 1: The name of the Corporation shall be Pease Oil and Gas
          Company.

               FURTHER RESOLVED, that the directors approve a proposal to submit
          to the Company's stockholders at the 1994 Annual Stockholders Meeting,
          ab  amendment  to the  Company's  Articles of  Incorporation  deleting
          certain rights available under the Nevada General  Corporation Law and
          known as the "Nevada Takeover Statute.:  The proposed amendment to the
          Company's Articles of Incorporation is as follows:

               A  new   Article   VIII  shall  be  added  to  the   Articles  of
          Icnorporation and shall read as follows:

               ARTICLE  VIII:  Neither  the  Corporation  nor its  stockholderes
          shalol be subject to, nor entitled to assert the rights of  privileges
          of, NRS 78.411 through 78.444 of the Nevada General  Corporation  Law,
          as the same may be amended from time to time.

                                   - 1 -

<PAGE>



     2. The number of shares of the Corporation outstanding and entitled to vote
on the amendment to the Articles of  Incorporation  was 981,807  shares of $0.10
par value  common  stock.  The  amendment to Article I and the addition of a new
Article VIII were approved by the vote of stockholders holding a majority of the
outstanding  shares of the  Corporation's  common stock that were entitled to be
voted tbereon.

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

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its President and its Becrotary on the 28th day of June, 1994.


                         WILLARD PEASE OIL & 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 28th day of June,  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 Willard Pease Oil & Gas Company
and that they have executed the above instrument in such capacities on behalf of
Willard Pease Oil & Gas Company.

     WITNESS my hand and official seal.

     My commission expires: 23 September 1997

                              /s/ Eva M. Edie-Jones
                             -------------------------------
                                 Notary Public

S E A L

EVA M. EDIT-JONES
NOTARY PUBLIC
STATE OF COLORADO