EXHIBIT 3.1
                                       TO
                           ANNUAL REPORT ON FORM 10-K


                       AMENDED ARTICLES OF INCORPORATION*
                                       OF
                           SEAGULL ENERGY CORPORATION


                                   ARTICLE ONE

         The name of the corporation is Seagull Energy Corporation.

                                   ARTICLE TWO

         The period of its duration is perpetual.

                                  ARTICLE THREE

         The purpose or purposes for which the corporation is organized are:

         To engage in, carry on, conduct and operate the oil pipe line business,
         the business of transporting  natural gas, oil,  petroleum products and
         related products and the business of purchasing, selling and dealing in
         petroleum,  petroleum products,  natural gas, oil and related products;
         provided  however,  that  the  corporation  shall  not  engage  in  the
         petroleum oil producing business in the State of Texas;


<PAGE>




                                                        -1-

         To enter  into,  make and  perform  contracts  in  connection  with the
         foregoing   with   any   person,   firm,   association,    corporation,
         municipality,  country,  state,  political subdivision or government or
         colony or dependency thereof; and, in connection with the foregoing, to
         lease,  purchase,  sell or  subdivide  real  property  both  within and
         outside of incorporated towns, cities, villages and their suburbs;

         To  enter  into  any   associations,   partnerships,   partnerships  in
         commendam,  limited  partnerships,  joint  ventures  and  other  lawful
         arrangements  for  sharing  profits,  union  of  interest,   reciprocal
         concessions  or  co-operation  whether  domestic or  foreign,  with any
         corporation,  partnership, association, firm, syndicate, entity, person
         or governmental, municipal or public authority, domestic or foreign, in
         the carrying on of any business which the  corporation is authorized to
         carry on or any business or transaction deemed necessary, convenient or
         incidental to carrying out any of the purposes of the corporation;

         To deal in and  transact  business  with  respect to real and  personal
         property and services subject to the Texas Business Corporation Act and
         to Part Four of the Texas Miscellaneous Corporation Laws Act; and

         In general,  to carry out any other business permitted by Texas law, to
         have and  exercise  all the powers  conferred by the laws of Texas upon
         corporations formed under the Texas Business Corporation Act, to engage
         in  the  transaction  of  any  or  all  lawful  business  for  which  a
         corporation  may be incorporated  under the Texas Business  Corporation
         Act, and to do any and all of the things  hereinbefore set forth to the
         same extent as natural persons might or could do.

                                  ARTICLE FOUR

         The  total  number  of  shares  of  all  classes  of  stock  which  the
Corporation  shall have authority to issue is twenty-five  million  (25,000,000)
shares,  divided into five million  (5,000,000) shares of Preferred Stock of the
par value of one dollar  ($1.00)  per share,  and  twenty  million  (20,000,000)
shares of Common  Stock of the par value of ten cents  ($.10)  per  share.  Each
share of Common Stock shall be entitled to one vote.

         No stockholder  shall have a preemptive  right to acquire any shares or
securities of any class, whether now or hereafter  authorized,  which may at any
time be issued, sold or offered for sale by the Corporation.

         The Preferred Stock may be divided into and issued from time to time in
one or more series as may be fixed and determined by the Board of Directors. The
relative  rights and  preferences of the Preferred Stock of each series shall be
such as shall be stated in any resolution or resolutions adopted by the Board of
Directors setting forth the designation of the series and fixing and determining
the relative rights and preferences  thereof, any such resolution or resolutions
being herein called a "Directors' Resolution".  The Board of Directors is hereby
authorized  to  fix  and  determine   such   variations  in  the   designations,
preferences,  and  relative,  participating,  optional or other  special  rights
(including,  without limitation, rights of conversion into Common Stock or other
securities,  redemption provisions or sinking fund provisions) as between series
and as between the Preferred  Stock or any series  thereof and the Common Stock,
and the qualifications, limitations or restrictions of such rights, all as shall
be stated in a Directors'  Resolution,  and the shares of Preferred Stock or any
series  thereof may have full or limited  voting  powers,  or be without  voting
powers, all as shall be stated in a Directors' Resolution.

                                  ARTICLE FIVE

         The corporation will not commence  business until there is received for
the issuance of its shares  consideration  of the value of One Thousand  Dollars
($1,000), consisting of money, labor done or property actually received.

                                   ARTICLE SIX

         The post office address of its initial registered office is 811 Dallas,
c/o CT Corporation,  Houston,  Texas 77002, and the name of its registered agent
at such address is CT Corporation.

                                  ARTICLE SEVEN

         The number of directors constituting the initial Board of Directors was
three (3),  and the names and  addresses  of the persons who served as directors
until the first annual meeting of  shareholders  or until their  successors were
elected and qualified were:

                  J. C. Walter, Jr.                       242 The Main Building
                                                          Houston, Texas   77002

                  P. Fox Benton, Jr.                      242 The Main Building
                                                          Houston, Texas   77002

                  Evangeline G. Williams                  242 The Main Building
                                                          Houston, Texas   77002

         Cumulative   voting  for  the   election  of   directors  is  expressly
prohibited.

                                  ARTICLE EIGHT

         The names and addresses of the incorporators were:

                  Robert S. Baird            2100 First City National Bank Bldg.
                                             Houston, Texas    77002

                  William D. Greenhill       2100 First City National Bank Bldg.
                                             Houston, Texas     77002

                  S. Tevis Grinstead         2100 First City National Bank
                                             Houston, Texas     77002

                                  ARTICLE NINE

         Except as may be provided in the Bylaws, the Board of Directors of this
corporation is expressly authorized to alter, amend or repeal the bylaws of this
corporation  or  adopt  new  bylaws,  without  any  action  on the  part  of the
shareholders,  but the bylaws made by the  directors and the powers so conferred
may be altered or repealed by the shareholders.

                                   ARTICLE TEN

         All persons  serving,  or who have served,  as officers or directors of
the Corporation, or who may have served at the Corporation's request as officers
or directors of another  corporation  in which this  Corporation  owns shares of
capital  stock or of  which  it is a  creditor,  shall  be  indemnified  by this
Corporation  against  expenses  actually  and  necessarily  incurred  by them in
connection with the defense of any action, suit, or proceeding in which they, or
any of them,  are made  parties,  or a party,  by reason of having been or being
directors  or officers or a director  or an officer of this  Corporation,  or of
such  other  corporation,  except in  relation  to  matters as to which any such
director or officer or former director or officer or person shall be adjudged in
such action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such  indemnification  shall not be deemed exclusive of any
other  rights to which  those  indemnified  may be  entitled,  under any  bylaw,
agreement, vote of stockholders or otherwise.

                                 ARTICLE ELEVEN

         A director of the corporation shall not be liable to the corporation or
its  shareholders  for monetary damages for an act or omission in the director's
capacity  as a  director,  except  for  liability  (i)  for  any  breach  of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or  omissions  not in good faith or that  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii) for any  transaction  from which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office;  (iv) for acts or omissions for
which the liability of a director is expressly  provided for by statute;  or (v)
for acts related to an unlawful stock repurchase or dividend payment. Any repeal
or amendment of this Article by the  shareholders  of the  corporation  shall be
prospective only, and shall not adversely affect any limitation on the liability
of a  director  of the  corporation  existing  at the  time  of such  repeal  or
amendment.  In  addition  to  the  circumstances  in  which  a  director  of the
corporation  is not liable as set forth in the preceding  sentences,  a director
shall not be liable to the fullest  extent  permitted  by any  provision  of the
statutes of Texas  hereafter  enacted  that  further  limits the  liability of a
director.





--------
*        The Articles of  Incorporation  of the Company  have not been  restated
         within the meaning of the Texas Business  Corporation Act (the "TBCA").
         This   restatement   has  been  prepared  solely  to  comply  with  the
         requirements of Item 600(b)(3) of Regulation S-K.  Although  Directors'
         Resolutions  (as defined  below) are deemed under the TBCA to amend the
         Articles of  Incorporation,  Directors'  Resolutions  for the Company's
         $2.25 Convertible  Exchangeable  Preferred Stock, Series A and Series B
         Junior  Participating  Preferred  Stock have not been set forth herein,
         but are filed separately herewith.

<PAGE>



              STATEMENT OF RESOLUTION ESTABLISHING SERIES OF SHARES

                                       of

                  SERIES B JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                           SEAGULL ENGERY CORPORATION

                        (Pursuant to Article 2.13 of the

                         Texas Business Corporation Act)

                                  STATEMENT OF

                    RESOLUTION ESTABLISHING SERIES OF SHARES

TO THE SECRETARY OF STATE
         OF THE STATE OF TEXAS:

         Pursuant  to the  provision  of  Article  2.13  of the  Texas  Business
Corporation Act, the undersigned corporation submits the following statement for
the purpose of  establishing  and  designating a series of shares and fixing and
determining the relative rights and preferences thereof:

                  1. The name of the  corporation is SEAGULL ENERGY  CORPORATION
         (the "Corporation").

                  2. The following  resolution,  establishing  and designating a
         series of shares and fixing and  determining  the  relative  rights and
         preferences  thereof, was duly adopted by the Board of Directors of the
         Corporation on March 1, 1989:

         RESOLVED,  that  the  Board  of  Directors  of the  Corporation  hereby
         establishes and designates a series of Preferred Stock, par value $1.00
         per share,  of the  Corporation,  and hereby states the designation and
         number of shares,  and fixes and  determines  the  relative  rights and
         preferences thereof as follows:


<PAGE>



                 SERIES B JUNIOR PARTICIPATING PREFERRED STOCK:

         Section 1.  Designation and Amount.  The shares of such series shall be
designated  as "Series B Junior  Participating  Preferred  Stock" (the "Series B
Preferred  Stock") and the number of shares  constituting the Series B Preferred
Stock shall be 500,000.  Such number of shares may be  increased or decreased by
resolution of the Board of Directors;  provided,  that no decrease  shall reduce
the  number  of shares of  Series b  Preferred  Stock to a number  less than the
number of shares  then  outstanding  plus the  number  of  shares  reserved  for
issuance upon the exercise of  outstanding  options,  rights or warrants or upon
the  conversion  of  any  outstanding   securities  issued  by  the  Corporation
convertible into Series B Preferred Stock.

         Section 2.  Dividends and Distributions.

                  (A)  Subject to the rights of the holders of any shares of any
         series of  Preferred  Stock (or any similar  stock)  ranking  prior and
         superior to the Series B Preferred Stock with respect to dividends, the
         holders f shares of Series B  Preferred  Stock,  in  preference  to the
         holders  of Common  Stock , par value  $1.00  per  share  (the  "Common
         Stock"),  of the Corporation,  and of any other junior stock,  shall be
         entitled to receive, when, as and if declared by the Board of Directors
         out of funds  legally  available for the purpose,  quarterly  dividends
         payable in cash on the last business day of march, June, September, and
         December  in each year (each such date  being  referred  to herein as a
         "Quarterly  Dividend Payment Date"),  commencing on the first Quarterly
         Dividend  Payment Date after the first  issuance of a share or fraction
         of a share of Series B Preferred Stock, in an amount per share (rounded
         to the  nearest  cent) equal to the greater of (a) $1.00 or (b) subject
         to the provision for adjustment  hereinafter  set forth,  100 times the
         aggregate per share amount of all cash dividends, if any, and 100 times
         the  aggregate  per  share  amount  (payable  in king) of all  non-cash
         dividends or other distributions, if any, other than a dividend payable
         in shares of Common Stock or a subdivision of the outstanding shares of
         Common Stock (by reclassification or otherwise), declared on the Common
         Stock since the immediately  preceding  Quarterly Dividend Payment Date
         or, with respect to the first Quarterly  Dividend  Payment Date,  since
         the  first  issuance  of any  share or  faction  of a share of Series B
         Preferred Stock. In the event the Corporation shall at any time declare
         or pay any  dividend  on the Common  Stock  payable in shares of Common
         Stock , or effect a subdivision or combination or  consolidation of the
         outstanding  shares of Common Stock (by  reclassification  or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser number of shares of Common Stock,  then in each such case the
         amount to which  holders  of shares of Series B  Preferred  Stock  were
         entitled  immediately  prior  to such  event  under  clause  (b) of the
         preceding  sentence shall be adjusted by  multiplying  such amount by a
         fraction,  the  numerator  of which is the  number  of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

                  (B) The  Corporation  shall declare a dividend or distribution
         on the Series B Preferred  Stock as provided in  paragraph  (A) of this
         Section immediately after it declares a dividend or distribution on the
         Common Stock (other than a dividend payable in shares of Common Stock);
         provided that, in the event no dividend or distribution shall have been
         declared on the Common  Stock during the period  between any  Quarterly
         Dividend  Payment  Date  and the  next  subsequent  Quarterly  Dividend
         Payment  Date,  a dividend of $1.00 per share on the Series B Preferred
         Stock  shall  nevertheless  be  payable  on such  subsequent  Quarterly
         Dividend Payment Date.

                  (C)  Dividends  shall  begin to accrue  and be  cumulative  on
         outstanding  shares  of Series B  Preferred  Stock  from the  Quarterly
         Dividend  Payment  Date next  preceding  the date of  issuance  of such
         shares,  unless  the date of  issuance  of such  shares is prior to the
         record date for the first  Quarterly  Dividend  Payment  Date, in which
         case  dividends  on such shares  shall begin to accrue from the date of
         issuance of such shares,  or unless the date of issuance is a Quarterly
         Dividend  Payment  Date  or is  date  after  the  record  date  for the
         determination of holders of shares of Series B Preferred Stock entitled
         to receive a  quarterly  dividend  and before such  Quarterly  Dividend
         Payment Date, in either of which events such  dividends  shall begin to
         accrue and be cumulative  from such  Quarterly  Dividend  Payment Date.
         Accrued but unpaid dividends shall not bear interest. Dividends paid on
         the shares of Series B Preferred Stock in an amount less than the total
         amount of such dividends at the time accrued and payable on such shares
         shall be allocated  pro rata on a  share-by-share  basis among all such
         shares at the time outstanding. The Board of Directors may fix a record
         date for the  determination  of holders of shares of Series B Preferred
         Stock  entitled  to  receive  payment  of a  dividend  or  distribution
         declared  thereon,  which  record  date  shall be not more than 60 days
         prior to the date fixed for the payment thereof.

         Section 3. Voting Rights. The holders of shares of Series B Preferred
Stock shall have the following voting rights:

                  (A) Each share of Series B Preferred  Stock shall  entitle the
         holder  thereof to one vote on all matters  submitted  to a vote of the
         shareholders of the Corporation.

                  (B)  Except  as  otherwise   provided  herein,  in  any  other
         Statement of Resolution Establishing Series of Shares creating a series
         of  Preferred  Stock or any similar  stock,  or by law,  the holders of
         shares of Series B Preferred  Stock and the holders of shares of Common
         Stock and any other capital  stock of the  Corporation  having  general
         voting rights shall vote together as one class on all matter  submitted
         to a vote of shareholders of the Corporation.

                  (C)  Except  as  set  forth  herein  or  in  the  Articles  of
         Incorporation of the Corporation as in effect on the date hereof, or as
         otherwise  provided by law,  holders of Series B Preferred  Stock shall
         have no special  voting  rights and their consent shall not be required
         (except to the extent they are  entitled to vote with holders of Common
         Stock as set forth herein) for taking any corporate action.

         Section 4.  Certain Restrictions.

                  (A)  Whenever  quarterly   dividends  or  other  dividends  or
         distributions  payable on the Series B  Preferred  Stock as provided in
         Section 2 are in arrears,  thereafter  and until all accrued and unpaid
         dividends  and  distributions,  whether or not  declared,  on shares of
         Series B Preferred Stock  outstanding  shall have been paid in full, or
         declared and a sum sufficient for the payment therefor be set apart for
         payment and be in the process of payment, the Corporation shall not:

                           (i)  declare  or pay  dividends,  or make  any  other
                  distributions,  on any shares of stock ranking  junior (either
                  as to dividends or upon  liquidation,  dissolution  or winding
                  up) to the Series B Preferred Stock.

                           (ii)  declare  or pay  dividends,  or make any  other
                  distributions,  on any  shares  of stock  ranking  on a parity
                  (either as to dividends or upon  liquidation,  dissolution  or
                  winding  up)  with  the  Series  B  Preferred  Stock,   except
                  dividends paid ratably on the Series B Preferred Stock and all
                  such parity stock on which dividends are payable or in arrears
                  in proportion to the total amounts to which the holders of all
                  such shares are then entitled;

                           (iii)  redeem or  purchase or  otherwise  acquire for
                  consideration shares of any stock ranking junior (either as to
                  dividends or upon  liquidation,  dissolution or winding up) to
                  the Series B Preferred  Stock,  provided that the  Corporation
                  may at any time redeem,  purchase or otherwise  acquire shares
                  of any such junior  stock in exchange  for shares of any stock
                  of the  Corporation  ranking junior (either as to dividends or
                  upon  dissolution,  liquidation or winding up) to the Series B
                  Preferred Stock; or

                           (iv)  redeem or  purchase  or  otherwise  acquire for
                  consideration  any shares of Series B Preferred  Stock, or any
                  shares  of  stock  ranking  on a  parity  with  the  Series  B
                  Preferred  Stock,  except in accordance  with a purchase offer
                  made in writing or by publication  (as determined by the Board
                  of Directors) to all holders of such shares upon such terms as
                  the Board of Directors,  after consideration of the respective
                  annual   dividend   rates  and  other   relative   rights  and
                  preferences  of  the  respective  series  and  classes,  shall
                  determine  in good  faith  will  result in fair and  equitable
                  treatment among the respective series or classes.

                  (B) The  Corporation  shall not permit any  subsidiary  of the
         Corporation  to purchase or  otherwise  acquire for  consideration  any
         shares of stock of the Corporation  unless the Corporation could, under
         paragraph  (A) of this Section 4,  purchase or  otherwise  acquire such
         shares at such time and in such manner.

         Section 5.  Reacquired  Shares.  Any shares of Series B Preferred Stock
purchased  or otherwise  acquired by the  Corporation  in any manner  whatsoever
shall be retired and cancelled promptly after the acquisition  thereof.  Al such
shares shall upon their  cancellation  become  authorized but unissued shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
subject to the conditions and restrictions on issuance set forth herein,  in the
Articles of Incorporation,  or in any other Statement of Resolution Establishing
Series of Shares creating a series of Preferred Stock or any similar stock or as
otherwise required by law.

         Section  6.   Liquidation,   Dissolution   or  Winding   Up.  Upon  any
liquidation, dissolution or winding up of the Corporation, no distribution shall
be made (1) to the  holders  of shares of stock  ranking  junior  (either  as to
dividends  or upon  liquidation,  dissolution  or  winding  up) to the  Series B
Preferred  Stock  unless,  prior  thereto,  the  holders  of  shares of Series B
Preferred  Stock shall have  received  $100 per share,  plus an amount  equal to
accrued and unpaid dividends and distribution thereon,  whether or not declared,
to the date of such  payment,  provided  that the  holders  of shares f Series B
Preferred  Stock  shall be entitled  to receive an  aggregate  amount per share,
subject to the  provision for  adjustment  hereinafter  set forth,  equal to 100
times the aggregate  amount,  if any, to be distributed  per share to holders of
shares of Common  Stock,  or (2) to the holders of shares of stock  ranking on a
parity (either as to dividends or upon  liquidation,  dissolution or winding up)
with the Series B Preferred  Stock,  except  distributions  made  ratably on the
Series B Preferred  Stock and all such parity stock in  proportion  to the total
amounts  to which  the  holders  of all  such  shares  are  entitled  upon  such
liquidation,  dissolution or winding up. In the event the  Corporation  shall at
any time declare or pay any  dividend on the Common  Stock  payable in shares of
Common Stock,  or effect a subdivision or combination  or  consolidation  of the
outstanding  shares of Common Stock (by  reclassification  or otherwise  than by
payment of a dividend in shares of Common Stock) into a greater or lesser number
of shares  of Common  Stock,  then in each  case the  aggregate  amount to which
holders of shares of Series B Preferred Stock were entitled immediately prior to
such event under the proviso in clause (1) of the  preceding  sentence  shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

         Section 7.  Consolidation,  Merger,  etc. In case the Corporation shall
enter into any consolidation,  merger, combination or other transaction in which
the shares of Common  Stock are  exchanged  for or changed  into other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series B  Preferred  Stock  shall at the same  time be  similarly  exchanged  or
changed  into an amount  per  share,  subject to the  provision  for  adjustment
hereinafter  set  forth,  equal to 100  times  the  aggregate  amount  of stock,
securities,  cash and/or any other property  (payable in kind),  as the case may
be, into which or for which each share of Common Stock is changed or  exchanged.
In the event the  Corporation  shall at any time  declare or pay any dividend on
the Common Stock payable in shares of Common Stock,  or effect a subdivision  or
combination  or  consolidation  of the  outstanding  shares of Common  Stock (by
reclassification  or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common  Stock,  then in each
such case the amount set forth in the  preceding  sentence  with  respect to the
exchange  or change of shares of Series B  Preferred  Stock shall be adjusted by
multiplying  such amount by a fraction,  the numerator of which is the number of
shares  of  Common  Stock  outstanding  immediately  after  such  event  and the
denominator  of  which is the  number  of  shares  of  Common  Stock  that  were
outstanding immediately prior to such event.

         Section 8. No Redemption. The shares of Series B Preferred Stock shall
not be redeemable.

         Section 9. Rank. The Series B Preferred  Stock shall rank, with respect
to the payment of dividends and the  distribution  of assets,  on liquidation or
otherwise,  junior to all  series of any  class of the  Corporation's  Preferred
Stock ,  including  without  limitations  the  Corporation's  $2.25  Convertible
Exchangeable Preferred Stock, Series A.

         Section 10. Amendment.  The Articles of Incorporation and Bylaws of the
Corporation,  and this  Statement of Resolution  Establishing  Series of Shares,
shall not be  amended in any manner  that would  materially  alter or change the
powers,  preferences,  privileges  or special  rights of the Series B  Preferred
Stock so as to affect them adversely without the affirmative vote of the holders
of at least  two-thirds of the outstanding  shares of Series B Preferred  Stock,
voting together as a single class.


<PAGE>



         IN WITNESS WHEREOF, this Statement of Resolution Establishing Series of
Shares is executed on behalf of the Corporation by its Chairman of the Board.

Dated:  March 20, 1989

                                                     SEAGULL ENERGY CORPORATION

                                                     By: /s/Barry J. Galt
                                                           Barry J. Galt
                                                           Chairman of the Board

STATE OF TEXAS


COUNTY OF HARRIS

         Before me, a notary public,  on this day  personally  appeared Barry J.
Galt,  known to me to be the person whose name is  subscribed  to the  foregoing
document and, being by me first duly sworn, declared that the statements therein
contained are true and correct.

         Given  under my hand and seal of  office  this  20th day of March  ___,
A.D., 1989.
                                                   /s/Kari A. Hlavinka
                                                   ------------------------
                                                   (Printed or stamped name)

                                                   Notary Public, State of Texas

(Notarial Seal)

                                                   My commission expires:
                                                   8-4-92
                                                   ------------------------


<PAGE>




                               The State of Texas

                               SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT

                                       OF

                           SEAGULL ENERGY CORPORATION


--------------------------------------------------------------------------------


         The  undersigned,  as Secretary of State of the State of Texas,  hereby
certifies  that the attached  Articles of Amendment,  duly  executed,  have been
received in this Office and are found to conform to law.

         ACCORDINGLY the undersigned,  as such Secretary of State, and by virtue
of the authority  vested in the Secretary by law,  issues this  Certificate  and
attaches hereto a copy.

Dated    May 21 , 1991

                                                     Secretary of State


<PAGE>


                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                           SEAGULL ENGERY CORPORATION

         Pursuant  to the  provisions  of  Article  4.04 of the  Texas  Business
Corporation Act, the undersigned  corporation  adopts the following  Articles of
Amendment of its Articles of Incorporation:

                                   ARTICLE ONE

         The name of the corporation is Seagull Energy Corporation.

                                   ARTICLE TWO

         The following amendment of the Articles of Incorporation was adopted by
the  shareholders of the corporation on May 14, 1991. The amendment  changes the
first  paragraph  of  Article  Four  of the  original  or  amended  Articles  of
Incorporation  of the corporation and the full text of the provision  altered is
as follows:

                                  "ARTICLE FOUR

                  The total number of shares of stock that the corporation shall
                  have  authority to issue is  45,000,000  shares,  divided into
                  5,000,000  shares of Preferred Stock of the par value of $1.00
                  per share,  and  40,000,000  shares of Common Stock of the par
                  value of $.10 per share.  Each share of Common  Stock shall be
                  entitled to one vote."

                                  ARTICLE THREE

         The number of shares of the corporation  outstanding on the record date
at which the amendment was adopted by the shareholders  was 11,217,750,  and the
number of  shares  entitled  to vote  thereon  was  11,217,750.  No shares  were
entitled to vote thereon as a class.

                                  ARTICLE FOUR

         The number of shares voted for such  amendment was  8,161,860;  and the
number of shares  voted  against such  amendment  was  1,927,557.  The number of
shares abstaining was 34,193.

                                  ARTICLE FIVE

         The amendment  does not effect a change in the amount of stated capital
of the corporation:

         Dated:  May 17, 1991.

                                                    SEAGULL ENERGY CORPORATION

                                                    By:_________________________
                                                       Joe T. Rye
                                                       Senior Vice President and
                                                       Chief Financial Officer


<PAGE>



                               The State of Texas

                               SECRETARY OF STATE

                            CERTIFICATE OF AMENDMENT

                                       OF

                           SEAGULL ENERGY CORPORATION

--------------------------------------------------------------------------------

The undersigned,  as Secretary of State of the State of Texas,  hereby certifies
that the  attached  Articles of  Amendment  for the above named entity have been
receive in this office and are found to conform law.

ACCORDINGLY  the  undersigned,  as  Secretary  of  State,  and by  virtue of the
authority  vested in the  Secretary by law,  hereby issues this  Certificate  of
Amendment.

Dated    May 21 , 1993

Effective May 21, 1993 at xxx a.m./p.m.

                                                     Secretary of State


<PAGE>


                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                           SEAGULL ENGERY CORPORATION

         Pursuant  to the  provisions  of  Article  4.04 of the  Texas  Business
Corporation Act, the undersigned  corporation  adopts the following  Articles of
Amendment to its Articles of Incorporation:

                                   ARTICLE ONE

         The name of the corporation is Seagull Energy Corporation.

                                   ARTICLE TWO

         The following amendment to the Articles of Incorporation was adopted by
the  shareholders of the corporation on May 11, 1993. The amendment  changes the
first  paragraph  of  Article  Four  of the  original  or  amended  Articles  of
Incorporation  of the corporation and the full text of the provision  altered is
as follows:

                                  "ARTICLE FOUR

                  The total number of shares of stock that the corporation shall
                  have  authority to issue is 105,000,000  shares,  divided into
                  5,000,000  shares of Preferred Stock of the par value of $1.00
                  per share,  and 100,000,000  shares of Common Stock of the par
                  value of $.10 per share.  Each share of Common  Stock shall be
                  entitled to one vote."

                                  ARTICLE THREE

         The number of shares of the corporation  outstanding on the record date
at which the amendment was adopted by the shareholders  was 17,885,395;  and the
number of  shares  entitled  to vote  thereon  was  17,885,395.  No shares  were
entitled to vote thereon as a class.

                                  ARTICLE FOUR

         The number of shares voted for such amendment was  14,634,117;  and the
number of shares voted against such amendment was 773,197.  The number of shares
abstaining was 65,381.

                                  ARTICLE FIVE

         The amendment  does not effect a change in the amount of stated capital
of the corporation:

         Dated:  May 20, 1993.

                                                     SEAGULL ENERGY CORPORATION

                                                     By:________________________
                                                              Sylvia Sanchez
                                                              Secretary

--------
         The  Article of  Incorporation  of the Company  have not been  restated
         within the meaning of the Texas Business  Corporation Act (the "TBCA").
         This   restatement   has  been  prepared  solely  to  comply  with  the
         requirements of Item 600(b)(3) of Regulation S-K.  Although  Directors'
         Resolutions  (as defined  below) are deemed under the TBCA to amend the
         Articles of  Incorporation,  Directors'  Resolutions  for the Company's
         $2.25 Convertible  Exchangeable  Preferred Stock, Series A and Series B
         Junior  Participating  Preferred  Stock have not been set forth herein,
         but are filed separately herewith.