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                                                                     EXHIBIT 3.6

                            CERTIFICATE OF AMENDMENT
                                       TO
                          CERTIFICATE OF INCORPORATION

     Harken Energy Corporation, a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

     FIRST:    That the Board of Directors of said Corporation, duly adopted a
resolution proposing and declaring advisable the following amendment to the
Certificate of Incorporation of said corporation:

     RESOLVED, that it is advisable and in the best interest of the Corporation
to amend the Certificate by replacing the first paragraph of Article Four with
the five paragraphs set forth below, which shall proceed all the other
paragraphs of Article Four; and that the amendment as set forth below be and
hereby is approved, adopted, ratified and confirmed; and that the amendment be
submitted to the stockholders for approval and adoption at a special meeting of
stockholders:

          The aggregate number of shares which the Corporation shall have the
     authority to issue is two hundred thirty-five million (235,000,000), of
     which two hundred twenty-five million (225,000,000) shall be designated as
     Common Stock of the par value of One Cent ($.01) per share and ten million
     (10,000,000) shall be designated as Preferred Stock of the par value of One
     Dollar ($1.00) per share.

          The Corporation does, by this Amendment to the Certificate of
     Incorporation (such Amendment to the Certificate of Incorporation being
     effective upon its filing with the Secretary of State of the State of
     Delaware, with the time of such effectiveness being hereinafter referred to
     as the "Effective Time"), reclassify its shares of Common Stock, par value
     $.01 per share (the "Old Common Stock") issued and outstanding immediately
     before the Effective Time and cancel its unissued shares of Old Common
     Stock unissued before the Effective Time, as set forth herein.

          All of the shares of Old Common Stock that were authorized but
     unissued immediately before the Effective Time, shall, at the Effective
     Time, be canceled. The Old Common Stock shall be superseded by the
     authorized but unissued shares of Common Stock, $0.01 par value of the
     Corporation.

          Each ten shares of Old Common Stock outstanding immediately before the
     Effective Time, and each ten shares of Old Common Stock issuable pursuant
     to an instrument exercisable for shares of Old Common Stock (including, but
     not limited to, all outstanding options and warrants to acquire Old Common
     Stock and the Corporation's 5% Senior Convertible Notes Due 2003), shall,
     at the Effective Time, be reclassified as and converted into, and become a
     right to

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          receive, and the holders of the outstanding Old Common Stock or
          instruments exercisable for such Old Common Stock shall be entitled to
          receive therefor upon surrender of the certificates representing such
          shares of Old Common Stock to the Corporation, or upon exercise of
          such instrument, one share of Common Stock, $0.01 par value of the
          Corporation, subject to the treatment of fractional shares set forth
          herein.

          No scrip or fractional certificates will be issued. In lieu of
          fractional shares, the Corporation will pay a cash adjustment in
          respect of such fraction of a share in an amount equal to the same
          fraction of the closing sale price of the Common Stock as quoted on
          the American Stock Exchange, or such other representative price as
          determined by the officers of the Corporation, as of the closing of
          business on September 26, 2000.

         SECOND: That in accordance with Section 211 of the General Corporation
Law of the State of Delaware, the resolution adopted by the Board of Directors
was proposed to the stockholders of the Corporation and duly adopted by the
stockholders as an amendment to the Certificate of Incorporation of the
Corporation.

         THIRD:  That the aforesaid amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware. That this Certificate of Amendment of the Certificate of
Incorporation shall be effective upon filing with the Secretary of State of
Delaware.

                                    * * * * *

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     IN WITNESS WHEREOF, Harken Energy Corporation has caused this certificate
to be executed the 7/th/ day of November, 2000.

                                        HARKEN ENERGY CORPORATION

                                        By: /s/ Karen Kerr-Johnson
                                            -------------------------------
                                        Name:   Karen Kerr-Johnson
                                        Title: Assistant Secretary


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