FILED
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE         CERTIFICATE OF AMENDMENT
   STATE OF NEVADA                         OF THE
                                  ARTICLES OF INCORPORATION
    JUN 23 1993                              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 and a majority of the  stockholders  of the Corporation by
consent  and  without an actual  meeting  effective  May 21,  1993,  adopted the
following  Resolutions  to amend  Article IV to the  Corporation's  Articles  of
Incorporation and adopt the Plan of Recapitalization  attached hereto as Exhibit
A:

          RESOLVED, that the Plan of Recapitalization attached hereto as Exhibit
     A and  incorporated  herein by  reference  ("Plan") , pursuant to which the
     Corporation  shall  effect  a  one-for-five  reverse  stock  split  of  all
     outstanding  shares of common stock of the  Corporation is hereby  approved
     and adopted; and

          FURTHER RESOLVED,  that in accordance with the Plan, Article IV of the
     Corporation's  Article IV of the Articles of Incorporation shall be amended
     as follows:

               ARTICLE IV: The aggregate  number of shares which the Corporation
          shall have  authority to issue is  10,000,000  shares of common stock,
          $0.10 par value  ("Common  Stock").  Each share of Common Stock of the
          Corporation shall be nonassessable. The shareholders shall not possess
          cumulative  voting  rights.  The holders of the Common  Stock shall be
          entitled  to one vote for each  share of Common  stock held by them of
          record at the time for  determining  the holders  thereof  entitled to
          vote.

     2. The number of shares of the Corporation outstanding and entitled to vote
on the amendment to the Articles of Incorporation  was 4,484,929 shares of $0.05
par N,!ilue  common  stock.  The amendment to Article IV and the adoption of the
Plan of  Recapitalization  attached  hereto as  Exhibit A were  approved  by the
written consent of stockholders  holding a majority of the outstanding shares of
the Corporation's common stock that were entitled to be voted thereon.

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<PAGE>



     3. In connection with the Amendment to the Articles of  Incorporation,  the
Corporation  adopted a Plan of  Recapitalization  which  effected a one-for-five
(1-for-5) reverse stock split, pursuant to which each share of outstanding $0.05
par value common stock on the effective date of the Amendment, which is the date
on which this  Certificate  of Amendment  is filed with the Nevada  Secretary of
State,  shall  automatically and without further action by a stockholder  become
one-fifth (1/5th) of a share of $0.10 par value common stock. The stated capital
of the  Corporation  will be reduced  as a result of the  reverse  stock  split.
Immediately prior to the Plan of  Recapitalization,  there were 4,484,929 shares
of $0.05 par value common  stock  outstanding  with stated  capital of $224,246.
Following  the  adoption  of  the  Plan  of   Recapitalization   there  will  be
approximately  896,986 shares of $0.10 par value common stock  outstanding  with
stated capital of $89,699.

     4. Upon the date of acceptance of filing of this  Certificate  of Amendment
of the  Articles  of  Incorporation  by the  Secretary  of State of the state of
Nevada,  each holder of record of an outstanding  certificate  or  certificates,
which prior  thereto  represented  shares of the  Corporation"s  $0.05 par value
common stock, will surrender the same to the Corporation's  transfer agent which
shall act as the exchange  agent to effect the exchange of  certificates  in the
manner set forth in the Plan of  Recapitalization  attached hereto as Exhibit A.
Until surrendered for exchange, each certificate shall continue to represent the
adjusted number of shares.

     IN WITNESS  WHEREOF,  the  Corporation  has caused this  Certificate  to be
signed by its President and its Secretary on June 21, 1993.

                                        WILLARD PEASE OIL & GAS
                                        COMPANY


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

ATTEST:


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




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<PAGE>


STATE OF COLORADO   )
                    ) ss.
COUNTY OF MESA      )

     On this 21st day of June, 1993,  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 and Gas
Company.

     WITNESS my hand and official.

     My commission expires: June 1, 1995


                                   /s/ J. Newton Burkhalter
                                   --------------------------------
                                   Notary Public

S E A L


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