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                                                                     EXHIBIT 3.2

                            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.   The last paragraph of Article Nine providing for the
                  sale, lease or exchange of all, or substantially all,
                  of the property and assets of the corporation by the
                  Board of Directors with the consent and approval of
                  holders of a majority of the outstanding capital
                  stock of the corporation, is hereby deleted in its
                  entirety.

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

                                "ARTICLE THIRTEEN

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                           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, to
                      effect the dissolution of the corporation or to
                      amend, alter, change or repeal the Certificate of
                      Incorporation 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 meetings of stockholders; and all
                      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 or powers of its
                      stockholders, directors, officers or employees not
                      inconsistent with the laws of the State of Delaware."

                  C.  Article Fourteen is hereby amended as follows:

                      (1)  The first full paragraph of Article Fourteen
                           is hereby deleted in its entirety and the
                           following paragraph is substituted in lieu
                           thereof:

                                       "ARTICLE FOURTEEN

                           The number of directors of the corporation
                      shall be fixed by the by-laws of the corporation.
                      Such directors shall be classified with respect only
                      to the date for which they shall severally hold
                      office by dividing the number of directors into three
                      classes to be known as Class A, B and C. At the
                      annual meeting of stockholders in 1981 the directors
                      to be elected shall be divided into Class A, B and C
                      directors. Class A directors shall hold office for
                      one year or until the next annual meeting; Class B
                      directors shall hold office for two years or until
                      the second annual election subsequent to the election
                      in 1981; and Class C directors shall hold office for
                      three years or until the third annual election
                      subsequent to the stockholders' meeting in 1981. At
                      each annual election thereafter the successors to the
                      class of directors whose term shall expire in that
                      year shall be elected to hold office for the term of
                      three years;

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                    provided, however, that the term of such of the directors of
                    each class shall continue until the election and
                    qualification of their successors. No decrease in the number
                    of directors constituting the Board of Directors shall
                    shorten the term of any incumbent director."

                    (2) A new and additional paragraph is added at the end of
                        Article Fourteen, reading as follows:

                           "Subject to the rights of the holders of any series
                        of preferred stock then outstanding, (a) any director or
                        the entire Board of Directors may be removed at any
                        time,but only for cause; and (b) the affirmative vote of
                        the holders of two-thirds of the voting power of all
                        of the stock of the corporation entitled to vote in the
                        election of directors shall be required to remove a
                        director from office."

         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 June 9, 1981, 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 June 9, 1981.

         IN WITNESS WHEREOF, said Harken Oil & Gas, Incorporated has caused this
certificate to be signed by Robert G. Herndon, its Executive Vice President, and
attested by James Robert Christopher, Assistant Secretary, this 17/th/ day of
July, 1981.

                                       HARKEN OIL & GAS, INCORPORATED

                                       By       /s/ Robert G. Herndon
                                          ---------------------------
                                                Robert G. Herndon,
                                                Executive Vice President
ATTEST:
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By       /s/ James Robert Christopher
    ---------------------------------
        James Robert Christopher,
        Assistant Secretary

[Corporate Seal]
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