Exhibit 3.4

               ATTACHMENT TO ARTICLES OF AMENDMENT TO ARTICLES OF
                 INCORPORATION OF QUEST MINERALS & MINING CORP.

         Section 6.1 of Article IV of the Corporation's Articles of
Incorporation is amended to read in its entirety as follows:

         "6.1 Optional Conversion of the Series B Preferred Stock. Any or all
shares of the Series B Preferred Stock shall be convertible, without the payment
of any additional consideration by the holder thereof and at the option of the
holder thereof, at any time after the first issuance of shares of Series B
Preferred Stock by the Corporation and from time to time, at the office of the
Corporation or any transfer agent for the Common Stock, into such whole number
of fully paid and nonassessable shares of Common Stock as is determined by
dividing $2.50 by the Series B Conversion Price (determined as hereinafter
provided) in effect at the time of conversion and then multiplying such quotient
by the number of shares of Series B Preferred Stock to be converted. The
conversion price at which shares of Common Stock shall be deliverable upon
conversion without the payment of any additional consideration by the holder
thereof shall, at the time of the filing of this Amendment, initially be
$0.241422 (the "Series B Conversion Price"). Such initial Series B Conversion
Price shall be subject to adjustment, in order to adjust the number of shares of
Common Stock into which the Series B Preferred Stock is convertible, as
hereinafter provided.

         The holder of the Series B Preferred Stock shall not effect any
conversion of the Series B Preferred Stock and no holder of the Series B
Preferred Stock shall have the right to convert any portion of the Series B
Preferred Stock pursuant to this Section 6.1 to the extent that after giving
effect to such conversion such holder (together with such holder's affiliates)
(A) would beneficially own in excess of 4.99% of the outstanding shares of the
Common Stock following such conversion and (B) would have acquired, through
conversion of the Series B Preferred Stock or otherwise, in excess of 4.99% of
the outstanding shares of the Common Stock following such conversion during the
60-day period ending on and including such conversion date. For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by a
holder and its affiliates or acquired by a holder and its affiliates, as the
case may be, shall include the number of shares of Common Stock issuable upon
conversion of the Series B Preferred Stock with respect to which the
determination of such sentence is being made, but shall exclude the number of
shares of Common Stock which would be issuable upon (i) conversion of the
remaining, unconverted Series B Preferred Stock beneficially owned by such
holder and its affiliates and (ii) exercise or conversion of the unexercised or
unconverted portion of any other securities of the Corporation (including,
without limitation, any warrants) subject to a limitation on conversion or
exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this Section 2(b), beneficial ownership
shall be calculated in accordance with Rule 13d3-1 promulgated under Section
13(d) of the Securities Exchange Act of 1934, as amended. Notwithstanding
anything to the contrary contained herein, each conversion notice submitted by a
holder of the Series B Preferred Stock (a "Conversion Notice") shall constitute
a representation by the holder submitting such Conversion Notice that, after
giving effect to such Conversion Notice, (A) the holder will not beneficially
own (as determined in accordance with this Section 6.1) and (B) during the
60-day period ending on and including such conversion date, the holder will not
have acquired, through conversion of the Series B Preferred Stock or otherwise,
a number of shares of Common Stock in excess of 4.99% of the outstanding shares
of Common Stock as reflected in the Corporation's most recent Form 10-QSB or
Form 10-KSB, as the case may be, or more recent public press release or other

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public notice by the Corporation setting forth the number of shares of Common
Stock outstanding, but after giving effect to conversions of the Series B
Preferred Stock by such holder since the date as of which such number of
outstanding shares of Common Stock was reported."


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