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                                                                     EXHIBIT 3.3

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

         HARKEN OIL & GAS, INCORPORATED, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of Harken Oil & Gas,
Incorporated, a resolution was duly adopted setting forth proposed amendments to
the Certificate of Incorporation of said corporation, declaring said amendments
to be advisable and calling a meeting of the stockholders of said corporation
for consideration thereof. The resolution setting forth the proposed amendments
is as follows:

     RESOLVED, that the Certificate of Incorporation of the Company be, and the
     same hereby is, amended as follows, subject to approval by stockholders of
     this Company at the next Annual General Meeting of Stockholders:

     A.   Article Four is hereby deleted in its entirety and the following
     Article Four is substituted in lieu thereof:

                                  "ARTICLE FOUR

          The aggregate number of shares which the corporation shall have the
     authority to issue is Thirty Million (30,000,000), of which Twenty Million
     (20,000,000) shall be designated as Common Stock of the par value of One
     Dollar ($1.00) per share ($20,000,000); and Ten Million (10,000,000) shall
     be designated as Preferred Stock of the par value of One Dollar ($1.00) per
     share ($10,000,000).

          The following is a statement of the designations and the powers,
     preferences, and rights, and the qualifications, limitations, or
     restrictions thereof, in respect of the classes of stock of the
     corporation, and the authority with respect thereto expressly vested in the
     board of directors of the corporation:

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                              PART 1 - COMMON STOCK

     (1)  Each share of common stock of the corporation shall be equal in all
respects to each other share of common stock. The holders of shares of common
stock shall be entitled to vote upon all matters submitted to a vote of the
stockholders of the corporation and shall be entitled to one vote for each share
of common stock held.

     (2)  Subject to the preferential dividend rights applicable to shares of
the preferred stock, the holders of shares of the common stock shall be entitled
to receive such dividends (payable in cash, stock or otherwise) as may be
declared by the board of directors at any time or from time to time out of any
funds legally available therefor.

     (3)  In the event of any voluntary or involuntary liquidation, dissolution,
or winding up of the corporation, after distribution in full of the preferential
amounts to be distributed to the holders of shares of the preferred stock, the
holders of shares of the common stock shall be entitled to receive all of the
remaining assets of the corporation available for distribution to its
shareholders, rateable in proportion to the number of shares of the common stock
held by them.

     (4)  No holder of any shares of the common stock of the corporation shall,
as such holders, have any preemptive or preferential right to receive, purchase
or subscribe for (a) any unissued or treasury shares of any class of stock
(whether now or hereafter authorized) of the corporation, (b) any obligations,
evidences of indebtedness, or other securities of the corporation convertible
into or exchangeable for, or carrying or accompanied by any rights to receive,
purchase or substitute for, any such unissued or treasury shares, (c) any right
of subscription to or to receive, or any warrant or option for the purchase of,
any of the foregoing securities, or (d) any other securities that may be issued
or sold by the corporation, other than such right or rights (if any) as the
board of directors of the corporation, in its sole and absolute discretion, may
determine at any time or from time to time.

                            PART II - PREFERRED STOCK

     (1)  Shares of preferred stock may be issued from time to time in one or
more series, the shares of each series to have such voting powers, full or
limited, or no voting powers, and such other designations, preferences, and
relative, participating, option, or other special rights, and qualifications,
limitations, or restrictions, thereof, as shall be stated and expressed herein
and in a resolution or resolutions providing for the issue of such series
adopted by the board of directors of the corporation. The board of directors of
the corporation is hereby expressly authorized, subject to the limitations
provided by law, to

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establish and designate series of the preferred stock, to fix the number of
shares constituting each series, and to fix the designations and the relative
powers, rights, preferences, and limitations of the shares of each series and
the variations in the relative rights, powers, preferences, and limitations as
between series, and to increase and to decrease the number of shares
constituting each series. The authority of the board of directors of the
corporation with respect to each series shall include but shall not be limited
to the authority to determine the following:

          (a)  The designation of such series.

          (b)  The number of shares initially constituting such series.

          (c)  The increase, and the decrease to a number not less than the
          number of outstanding shares of such series, of the number of shares
          constituting such series, theretofore fixed.

          (d)  The rate or rates and the times at which dividends on the shares
          of such series shall be paid, and whether or not such dividends shall
          be cumulative, and, if such dividends shall be cumulative, the date or
          dates from after which they shall accumulate.

          (e)  Whether or not the shares of such series shall be redeemable, and
          if such shares shall be redeemable the terms and considerations of
          such redemption, including but not limited to the date or dates upon
          or after which such shares shall be redeemable and the amount per
          share which shall be payable upon such redemption, which amount may
          vary under different conditions and at different redemption dates.

          (f)  The amount payable on the shares of such series in the event of
          the voluntary or the involuntary liquidation, dissolution or winding
          up of the corporation. A liquidation, dissolution or winding up of the
          corporation as such terms are used in this subparagraph (f) shall not
          be deemed to be occasioned by or to include any consolidation or
          merger of the corporation with or into any other corporation or
          corporations or a sale, lease, or conveyance of all or a part of its
          assets.

          (g)  Whether or not the shares of such series shall have voting
          rights, in addition to the voting rights provided by law, and, if such
          shares shall have voting rights, the terms and conditions thereof,
          including but not limited to the right of the holders of such shares
          to vote as a separate class either alone or with the holders of shares

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               of one or more other series of preferred stock and the right to
               have more (or less) than one vote per share.

               (h) Whether or not a sinking fund shall be provided for the
               redemption of the shares of such series, and if such a sinking
               fund shall be provided, the terms and conditions thereof.

               (i) Whether or not a purchase fund shall be provided for the
               shares of such series, and if such a purchase fund shall be
               provided, the terms and conditions thereof.

               (j) Whether or not the shares of such series shall have
               conversion privileges, and if such shares have conversion
               privileges, the terms and conditions of conversion, including but
               not limited to any provision for the adjustment of the conversion
               rate of the conversion price.

               (k) Any other powers, preferences, and relative, participating,
               optional, or other special rights or qualification, limitations,
               or restrictions thereof, as shall not be inconsistent with the
               provisions of this Article Four or the limitations provided by
               law."

     B.   Article Thirteen is hereby deleted in its entirety and the following
     Article Thirteen is substituted in lieu thereof:

                                "ARTICLE THIRTEEN

          The corporation reserves the right to amend, alter or repeal any
     provisions contained in this Certificate of Incorporation in the manner now
     or hereafter prescribed by statute except that on any proposal to merge the
     corporation with or into any other corporation, to sell or exchange all or
     substantially all of its assets and properties, or to effect the
     dissolution of the corporation shall require the approval of the holders of
     two-thirds of each outstanding class of capital stock of the corporation
     entitled to vote at such meetings of stockholders; provided, however, that
     any alteration, repeal, change, or amendment to the Certificate of
     Incorporation shall require the approval of the majority of the outstanding
     stock entitled to vote thereon and a majority of the outstanding stock of
     each class of stock entitled to vote thereon as a class; and all the rights
     conferred upon stockholders herein are granted subject to this reservation.

          By-laws of the corporation may be adopted, amended or repealed by the
     affirmative vote of a majority of the total number of directors (fixed by
     such by-laws as in effect immediately prior to such vote) or by the
     affirmative vote of the holders of two-thirds (2/3) of the voting power of
     the corporation's stock outstanding and entitled to vote thereon. Such
     by-laws may contain any provision for the regulation and management of the
     affairs of the corporation and the rights

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     or powers of its stockholders, directors, officers or employees not
     inconsistent with the laws of the State of Delaware."

          SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the Annual General Meeting of Stockholders of said corporation was
duly called and held on May 24, 1984, upon notice in accordance with Section 222
of the General Corporation Law of the State of Delaware at which meeting the
necessary number of shares as required by statute were voted in favor of the
amendments.

          THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware on May 24, 1984.

          IN WITNESS WHEREOF, said Harken Oil & Gas, Incorporated has caused
this Certificate to be signed by Larry E. Cummings, Vice-President, and attested
by Becky Poindexter, Assistant Secretary, this 30/th/ day of November, 1984.

                                       HARKEN OIL & GAS, INCORPORATED



                                       By: /s/ Larry E. Cummings
                                           -------------------------------------
                                               Larry E. Cummings, Vice President

ATTEST:



By: /s/ Becky Poindexter
    --------------------------------
        Becky Poindexter, Assistant Secretary



[Corporate Seal]

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