FILED
  IN THE OFFICE OF THE
SECRETARY OF STATE OF THE         CERTIFICATE OF AMENDMENT
   STATE OF NEVADA                         OF THE
                                  ARTICLES OF INCORPORATION
    JUN 29 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  of the  Corporation  at a meeting  held by  consent  and
without an actual meeting  effective May 21, 1993, and the  stockholders  of the
Corporation  at the Annual Meeting of  Stockholders  duly held on June 25, 1993,
adopted  the  following  resolutions  to amend  Article IV to the  Corporation's
Articles of Incorporation:

          RESOLVED,   that   Article  IV  of  the   Corporation's   Articles  of
     Incorporation  shall be amended to authorize a class of Preferred  Stock so
     that after such amendment ARTICLE TV shall read as follows:

               ARTICLE IV: The aggregate  number of shares which the Corporation
          shall have authority to issue is 12,000,000, of which 10,000,000 shall
          be common stock,  $0.10 par value ("Common Stock") and 2,000,000 shall
          be preferred stock, $0.01 par value ("Preferred Stock"). Each share of
          Common  Stock  and  Preferred  Stock  of  the  Corporation   shall  be
          nonassessable.  The stockholders  shall not possess  cumulative voting
          rights. The designations, preferences, limitations and relative rights
          of shares of each class are as follows:

               1. Common stock. The rights 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  affairs  of  the
          Corporation  shall be  subject  to the  preferences,  limitations  and
          relative rights of the holders of Preferred  Stock. 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. Preferred Stock. The Corporation may issue the Preferred Stock
          from time to time in one or more series with


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          such distinctive designations,  rights, preferences and limitations as
          the Board of Directors shall determine.  The Board of Directors hereby
          is  expressly  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 Corporation Law of Nevada in respect to the following:

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

                    (b)  Whether   shares  may  be  redeemed  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  provisions,  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 of
          shares constituting 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.

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<PAGE>

     2. The number of shares of the Corporation outstanding and entitled to vote
on the amendment to the Articles of  Incorporation  was 896,986  shares of $0.10
par value common stock.  The amendment to Article IV was 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 thereon.

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

     IN WITNESS  WHEREOF,  the  Corporation  has cuased this  Certificate  to be
signed by its President and its Secretary on June 24, 1993.

                                        WILLARD PEASE OIL & GAS COMPANY


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

ATTEST:

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


STATE OF COLORADO )
                  ) ss.
COUNTY OF MESA    )

     On this 24th  dayof  June,  1993,  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.

     My commission expires: June 1, 1995

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

S E A L

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